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Home My WebLink AboutMINUTES - 06031997 - C79 . . . C. 79 Contra TO: BOARD OF SUPERVISORS n. Costa FROM: FINANCE COMMITTEE County Supervisor Joe Canciamilla Supervisor Gayle B. Uilkema DATE: June 3, 1997 SUBJECT: PROPOSED NEW FIRE STATION (STATION 87 ) IN PITTSBURG Specific Request(s) or Recommendation(s) & Background & Justification RECOMMENDATIONS: 1 . APPROVE 801 W. Leland Road, Pittsburg as the site for Station 87 . 2 . APPROVE the recommendation of the County Administrator to staff Station 87 by reassigning one of the two engine companies (crews) from Station 84 in Pittsburg. 3 . APPROVE the future relocation of Pittsburg stations 84 and 85 . 4 . APPROVE and AUTHORIZE the Chair, Board of Supervisors, as the Board of Directors of the Contra Costa County Fire Protection District, to execute an agreement with the City of Pittsburg for the construction of Station 87 at a cost of approximately $1,200,000 . (Budgeted) 5 . DELETE this item as a referral to the Finance Committee. REASONS FOR RECOMMENDATION/BACKGROUND: On May 6, 1997 the Board of Supervisors declined to approve and authorize signature of contracts related to the design and construction of the subject fire station. Because of concerns about the location and the ongoing cost of Station 87 and that the current Finance Committee had not reviewed the proposed new fire station, the Board referred the issue to the Finance Committee for review. Questions regarding station location have to do with whether the proposed Station 87 site is appropriate, the eventual need for a fire station in the San Marco development area and the relationship of Station 87 to other stations in Pittsburg. The Board discussed the possibility that the new station could be sited in an alternate location that would serve both the proposed Station 87 service area and the San Marco area. The Board also discussed the concern about the lack of permanent operational funding for the new station. Continued on Attachment:—X— YES Signature: Recommendation of County Administrator Recommendation of Board Committee Approve Other Signature(s) : Action of Board on:�-��9 Approved as Recommended Other Vote 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 SUPERVISORS ON DATE SHOWN. Contact: Terry McGraw (335-1055) Attested: �" - 3�'�-�27 cc: County Administrator Phil Batchelor, Clerk of City of Pittsburg the Board of Supervisors Contra Costa County Fire and County Administrator Protection District By: , DEPUTY Proposed New Fire Station (Station 87) in Pittsburg June 3, 1997 Page 2 Under the original proposal, operational funding for the first three years was to be covered by $3 . 3 million in redevelopment funds to be provided to the District by the City. However, no Inew funding source had been identified. On May 19, 1997 the Finance Committee met with the representatives of the City of Pittsburg, the Contra Costa County Fire Chief and staff from the County Administrator's Office regarding the Station 87 issues . Chief Little explained the basis for the proposed location of Station 87 and the need to relocate Station 84 and 85 to improve response time in Pittsburg. On the issue of permanent staffing for Station 87, County Administrator' s staff recommended that the Station be staffed by transferring one of the two engine companies from Pittsburg Station 84 . Besides dealing with the permanent staffing issue, this recommendation also allows the redevelopment money to be used to relocate Station 84 and 85 . The City of Pittsburg representatives stated that the revised proposal would be acceptable to the City. Jeff Kolin, Pittsburg City Manager, proposed that any redevelopment money remaining after the construction of Station 87 and the relocation of Station 84 and 85 be used to obtain a site for a future station in the San Marco area. 10, AGREEMENT FOR.CONSTRUCTION MANAGEMENT SERVICES FIRE STATION NO. 87, W. LELAND ROAD,PITTSBURG This Agreement is entered into by and between the City of Pittsburg ("City'),a municipal corporation, and the Contra Costa County Fire Protection District("District"), a special district, on Tune 3, 1997. RECITALS A. The City, the Redevelopment Agency of the City of Pittsburg and the District are parties to a prior agreement which provided a funding plan for the construction and operation of a new fire station(the"Funding Agreement')known as Station No. 87 to be located at 801 W. Lelwid Road in Pittsburg ("Station No. 87" or the "Station"). B. As specified in the Funding Agreement, construction of Station No. 87 shall be financed by the District and the City; Construction management shall be administered by the City. Once complete, Station No. 87 shall be owned and operated by the District. C. The City and the District desire to enter into an agreement which will provide for construction of Station No. 87. 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: AGREEMENT Section, 1• Administration of i:on=jc; ton. A. The District shall provide the City with a complete set of design drawings and specifications for Station No. 87 for bid and construction purposes. The City shall administer the bidding process and shall manage construction of Station No. 87. To accomplish these tasks, the City shall enter into an agreement with loving &Campos Architects Inc. To provide architectural and construction management services on the Project. (A.copy of the agreement between Loving& Campos and the City is attached as Exhibit"A"). The City may also enter into agreements with service professionals including but not limited to, a surveyor,a soils engineer, a landscape architect and other professionals as needed with the District's approval. The City shall provide the District with copies of all such agreements promptly upon execution of each agreement. . B. The District shall have authority to review and to reasonably approve or reject other than minor changes: (1)the drawings and specifications for construction of Station No. 87, including all agreements for construction; and(2) all change orders relating to Page 1 of 9 AGREEMENT FOR CONSTRUCTION MANAGEMENT SERVIC S FIRE STATION NO. 87, W. LELAND ROAD, PITTSBUR This Agreement is entered into by and between the City of Pittsb g ("City"), a municipal corporation, and the Contra Costa County Fire Protection D' trict ("District"), a special district, on " e4-3-, 199W. RECITALS A. The City, the Redevelopment Agency of the CKy of Pittsburg and the District are parties to a prior agreement which provided"a funding plan for the construction and operation of a new fire station (the "Funding Agreement") know as Station No. 87 to be located at 801 W. Leland Road in Pittsburg ("Station N,d'. 87" or the "Station"). B. As specified in the Funding Agreeme t, construction of Station No. 87 shall be financed by the District and the City; Construc ion management shall be administered by the City. Once complete, Station No. 87 shall/be owned and operated by the District. C. The City and the District desir.� to enter into an agreement which will provide for construction of Station No. 87. 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 agyee as follows: I j` AGREEMENT Section 1. Administration of Construction. f A. The District/shall provide the City with a complete set of design drawings and specifications for Station No. 87 for bid and construction purposes. The City shall administer the bidding ocess and shall manage construction of Station No. 87. To accomplish these tasks, the City shall enter into an agreement with Loving & Campos Architects Inc. to piovide architectural and construction management services on the Project. (A copy of the agreement between Loving & Campos and the City is attached as Exhibit "A"). The City,may also enter into agreements with service professionals including but not limited to, a surveyor, a soils engineer, a landscape architect and other professionals as needed with the District's approval. The City shall provide the District with copies of all such agreements promptly upon execution of each agreement. B. The District shall have authority to review and to reasonably approve or reject other than minor changes: (1) the drawings and specifications for construction of Station No. 87, including all agreements for construction; and (2) all change orders relating to i �` Page 1 of 9 construction of the Station if (a) the change order includes additional compensation in excess of Two Thousand Dollars ($2,000) or (b) 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, the 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 any contract with construction contractors or service vendors, such as architects, hereunder shall not include an arbitration clause. C. Upon issuance of the certificate of occupancy for Station No. 87, or upon substantial completion of Station No. 87 to the District's satisfaction and with the City's permission, the District may occupy the Station. Prior to occupying Station No. 87, the District shall give the City written notice of its acceptance of the Station. Section 2. Finance. A. The costs of constructing Station No. 87 and construction management shall be financed as set forth in the Funding Agreement. Any and all costs of constructing the Station, including, but not limited to, costs due to change orders, stop notices and claims by contractors and/or subcontractors shall be paid by the District. On or before the advertisement of the construction contract, the District shall deposit the sum of One Hundred Thousand Dollars ($100,000) with the City. The City shall place said funds in an interest- bearing account (the "Construction Account"). Within fourteen (14) days following the City's award of the contract for construction of Station No. 87, the District shall deposit additional funds equal to the sum of the construction contract price, the cost of construction management and the City's administrative fee as further described in Section 3 below, less the District's initial deposit of One Hundred Thousand ($100,000). B. If at any time the balance in the Construction Account falls below the dollar amount of any outstanding obligations, the City shall notify the District in writing of such deficiency and within ten (10) days following receipt of such notice, the District shall deposit sufficient funds into the Construction Account so as to eliminate any such deficiency. If the District fails to make such a deposit, the City may suspend construction of Station,No. 87 or terminate this Agreement. C. If the final cost of constructing Station No. 87 is less than the total amounts deposited by the District (plus interest on the deposits) into the Construction Account, the City shall refund any remaining funds including interest to the District within thirty (30) days following the District's acceptance of the Station. In making payments from the construction account pursuant to Section 3.below, the funds deposited by the District prior to commencement of construction shall be spent first and any subsequent deposits made by the District shall be spent last. D. The City agrees to waive all processing and other development fees and/or Page 2 of 9 permit fees generally imposed by the City other than the administration fee specified in Section 3( (c) below. Under no circumstances shall the District request additional funds from, or the further waiver of fees or charges by the City. Upon completion of the Station and payment of any claims, the City shall promptly provide the District with a final report of all project costs. Section 3. Payments. The City shall make payments from the Construction Account for the costs of construction of Station No. 87 as follows: (a) The City shall pay the general contractor in accordance with provisions of the construction specifications and the contract with the general contractor, as approved by the District. (b) The City shall pay the architect and construction manager, the surveyor, the landscape architect, the soils engineer and the testing engineers and any other professional service provider in accordance with the contract provisions, as approved by the District. (c) The City shall retain an administration fee in the amount of Twelve Thousand Dollars ($12,000), fifty percent (50%) of which shall be paid by the District immediately upon execution of this Agreement and the balance of which shall be paid by the.District upon the City's issuance of a certificate of occupancy for Station No. 87. The District's deposits pursuant to Section 2 shall be used to'satisfy (a) and (b) above prior to withdrawal of the City's administrative service fee in satisfaction of (c) above. Section 4. Claims. If the general contractor and/or any subcontractor files a claim for additional compensation with the City which exceeds the balance in the Construction Account, the City shall assign any obligation to pay the claim to the District. For the purposes of pursuing a claim against the District, a general contractor and/or subcontractor shall be deemed a third- party beneficiary of this Section 4. The parties understand and agree that the District shall be solely responsible for paying or otherwise resolving any such claims and that the City shall have no liability or responsibility whatsoever for such claims. Section 5. Termination. A. 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. Page 3 of 9 B. If in the event the bid submitted by the lowest responsible bidder for constructing Station No. 87 is greater than Nine Hundred and Sixty Thousand Dollars ($960,000), either party may terminate this Agreement immediately by giving written notice of termination to the other party, provided however that the parties shall first meet and negotiate in good faith for twenty-one (21) days in an effort to find a solution that will result in the construction contract coming in at or below Nine Hundred Sixty Thousand Dollars ($960,000). If this Agreement is terminated by either party, the City shall refund any remaining balance of funds in the Construction Account (including interest), within fourteen (14) days of receipt of notice of termination. C. 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 1 above, shall be deemed to have been assigned to the District and the City shall have no further obligations thereunder. Section 6. Indemnification. A. The 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, liability for negligent supervision of construction, construction defects (latent or patent), cost overruns or other liability of any nature, arising out of or in any way connected with the performance of the Agreement except for damages caused by the willful misconduct of the City. B. The City shall require all contractors retained pursuant to this Agreement to hold harmless the City, the District and their respective officers, officials, agents, employees and volunteers against any and all liability, claims, actions, causes of action or demands whatsoever against any of them, including related attorneys' fees, arising out of any injury 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 the City or the District. The 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 the District and the City and their respective officers, officials, agents, employees, and volunteers from any claims, including attorneys' fees, arising from or relating to any act or omission of contractors or service vendors or their officers, employees, agents, or subcontractors in the performance of, or otherwise in connection with, the construction of Station No. 87. C. Notwithstanding Section 6(B) above, with respect to Loving & Campos Architects, Inc. ("Loving & Campos") only, the City shall require Loving & Campos to Page 4 of 9 comply with the following indemnification clause: "Loving & Campos, in performance of professional and technical services under this Agreement, shall indemnify; defend and hold harmless the City and the District, their governing boards, directors, officers, employees and agents from any loss, injury, damage, expense and liability to the extent arising out of the negligence of Loving & Campos, its employees, subconsultants or agents. For liability for other than arising out of professional and technical services, Loving & Campos shall indemnify, defend and hold harmless, the City and the District, their governing boards, directors, officers, employees and agents from any loss, injury, damage, expense and liability resulting from injury to or death of any person and loss of or damage to property, or claim of such injury, death, loss or damage, caused by an act or omission in the performance under this Agreement by Loving & Campos, its employees, subconsultants or agents, excepting only loss, injury or damage caused by active negligence or omissions of personnel employed by the City or the District, except for Loving & Campos. This indemnification clause shall survive any termination of this Agreement." Section 7. Insurance. The District is self-insured and shall provide the City with a letter of self-insurance within thirty (30) days of the effective date of this Agreement. The City shall ensure that the following insurance requirements are 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 One Million Dollars ($1,000,000) providing certificates of insurance to the City and District naming the City and the District as additional insureds and providing for 30-days prior notice of cancellation or material reduction in coverage; (2) construction contractors shall maintain comprehensive general liability insurance, including owners' and contractors' protective and broad form property damage insurance, with a minimum limit of One Million Dollars ($1,000,000) combined single limit per occurrence, providing certificates of insurance to the City and District naming the District and the City as additional insureds, and providing for 30-days prior notice of cancellation or material reduction in coverage; (3) construction contractors shall maintain builders' risk insurance with a waiver of subrogation for the District and the City, naming the District and the City as loss payees, providing certificates of insurance to the City and the District and naming the City and the District as additional insureds, and providing for 30-days prior notice of cancellation or reduction in coverage; and (4) all construction contractors and service vendors, including the architect, shall maintain vehicle liability insurance with a minimum combined single limit coverage per occurrence of Five Hundred Thousand Dollars Page 5 of 9 • i ($500,000), providing certificates of insurance to the City and District and naming the District and the City as additional insureds, and providing for 30-days prior notice of cancellation or reduction in coverage, as well as workers' compensation insurance pursuant to state law. Section 8: Release. The District agrees to release the City and its officers, officials, agents, employees and volunteers from any claims by or liability to the District arising out of the design construction, and management of Station No. 87, including construction defects. The 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 the City. In this regard, the City agrees to assign to the District any right to proceed against any such contractors for any damages to the District. Section 9. Compliance with Laws. This Agreement shall not be deemed to limit the City's authority to enforce land use regulations, building codes and other applicable laws. The District shall comply with all such laws. Section 10. . 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. ' Section 11. Authority. The City and the District warrant that the person executing this Agreement on behalf of the respective party is fully authorized by such party to do so. Section 12. Notices. All notices required 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 Page 6 of 9 of the notices. The place for delivery of all notices given under this Agreement shall be as follows: City: City of Pittsburg Attn: Jeffrey C. Kolin, City Manager 2020 Railroad Avenue P.O. Box 1518 Pittsburg; CA. 94565 Fax: (510) 439-0527 District: Contra Costa County Fire Protection District Attn: Assistant Chief William Cullen 2010 Geary Road Pleasant Hill, CA 94523-4694 Fax: (510) 930-5592 or to such other addresses that the City or the District may respectively designate by written notice to the other. Section 13. Entire Agreement. This Agreement.and the attached exhibit 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:both parties or their respective successors in interest. Section 14. 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. Section 15. Waiver. Waiver of a breach or default under this Agreement shall not constitute a continuing waiver or a waiver of a subsequent breach of the same or any other provision of this Agreement. Page 7 of 9 0 • Section 16. Modification. No waiver or modification of this Agreement is valid unless made in writing and signed by both parties. Section 17. Severability. In the event any provision of this Agreement is held invalid or unenforceable by a court of competent jurisdiction, the remaining provisions shall not be affected. Section 18. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be an original, but all of which taken together, shall constitute one instrument. Section 19. Estimated Construction Costs. The estimated cost of architectural, engineering, management, inspection, water connection, sanitation and school fees is Two Hundred Thirty Five Thousand Dollars ($235,000). Section 20. Representation. This Agreement is executed voluntarily by each of the parties hereto, both of whom have been legally advised by independent counsel of their choice as to the content and effect of this Agreement. CITY DISTRICT City of Pittsburg Contra Costa County Fire Protection District By. By. ity ager Title: Chair, Board of Supervisors Page 8 of 9 Approved as to form: Approved as to Form: Michael R. Woods Victor J. Westman City Attorney County Counsel By- By: aur*An Deputy Coun Counsel c /2 -7 Attachments - The following document is attached to this Agreement: Exhibit "A": Consultant Agreement between the City of Pittsburg and Loving & Campos Architects, Inc. PITTSBUMENGINEEMACONMGMT.004(04-24-97)(C.NL.300) Page 9 of 9 d 1i9�NX3 , EXHIBIT "A" CONSULTANT AGREEMENT FIRE STATION NO. 87 CONSTRUCTION PROJECT WEST LELAND ROAD THIS AGREEMENT is made and entered into on March 3, 1997, by the City of Pittsburg, a municipal corporation, hereinafter referred to as the "City" and the "Owner" and Loving &Campos Architects Inc. of Walnut Creek, California, an architectural firm, hereinafter referred to as the "Consultant." Witnesseth: WHEREAS, the City has a need for architectural and construction administration services related to construction of a new fire station known as Station No. 87 hereafter referred to as the "Project". WHEREAS, the Consultant is willing and qualified to provide such services in connection with the Project. NOW, THEREFORE, City and Consultant, for the consideration hereinafter named, agree as follows: Section 1. Control of the Work 1.1 Authority of City Engineer. 0 City shall vest authority in the City Engineer of the City of Pittsburg to decide all questions which may arise as to the quality or acceptability and as to the manner of performance and rate of progress of all services provided by Consultant.. 1.2 Assignment. Consultant's services are considered unique. Performance of the services pursuant hereto shall not be assigned except upon the prior written consent of the City Engineer. 1.3 Consultant Not An Agent. Except as City may specify in writing, Consultant shall have no authority, expressed or implied, to act on behalf of City in any capacity whatsoever as an agent. Notwithstanding the foregoing, the Consultant shall have the authority to act on the City's behalf to the extent described in Article 2.6.4 of the Standard Form of Agreement Between Owner and Architect (the "Form Contract"). (A copy of the Form Contract is attached as Exhibit "A-1.0" and incorporated here by reference). Page 1 of 10 1.4 Subcontracts Consultant shall give its complete attention to the fulfillment of this Agreement and shall keep the work under its control. Consultant shall be fully responsible to the City for the acts and omissions of its employees and subcontractors and of persons either directly or indirectly employed by them. The City reserves the right, in its reasonable discretion, to reject any subcontractor selected by the Consultant. Consultant shall cause appropriate provisions to be inserted in all subcontracts relative to the work to bind subcontractors to Consultant by the terms of this Agreement including, but not limited to, the indemnity provisions contained in Section 3.8 and the insurance requirements contained in Section 3.7, insofar as applicable to the work of subcontractors. 1.5 Standard of Performance. Consultant shall perform the services described herein in accordance with generally accepted architectural and construction administration standards for this type of work and to the satisfaction of the City Engineer. All work performed by Consultant shall be subject to review and approval of the City Engineer, or his authorized representative at all times. Section 2. Scope of Work. 2.1 Scope of Work. Subject to the terms and conditions pursuant hereto, the scope of work to be performed by Consultant shall be in accordance with this Agreement and the Form Contract attached as Exhibit "A-1.0" and incorporated here by reference (the "Proposal"). 2.2 Change in Scope of Services. Consultant shall perform no work for City beyond the scope of services described in the Proposal without the City Engineer's prior written consent. Should either City or Consultant determine that services beyond the scope of work described in the Proposal are required, Consultant shall provide the City with a proposal for the services to be performed. The proposal shall describe the service, identify the deliverables, and include a price quotation. The City Engineer may, in his sole discretion, accept or reject any proposal. Page 2 of 10 Section 3. Legal Relations and Responsibilities 3.1 Notices. Any notice given under this Agreement shall be in writing and deemed given when personally delivered or deposited in the mail (certified or registered) addressed to the parties as follows: City Consultant Nasser Shirazi Carl Campos City Engineer Loving & Campos Architects, Inc. City of Pittsburg 245 Ygnacio Valley Road, Suite 200 Post Office Box 1518 Walnut Creek, CA 94596 Pittsburg, CA 94565-1518 3.2 Consultant. Consultant is an independent contractor and is solely responsible for its acts or omissions. 3.3 Conflict of Interest. Consultant understands that its professional responsibility is solely to City. Consultant warrants that it presently has no interest and will not .acquire any direct or indirect -. :interest that would conflict with its performance of this Agreement. During the time Consultant provides services to the City, Consultant agrees not to participate in any activity, employment, or contractual relationship that would constitute a conflict of interest with its duties to the City or to employ any such person having such an interest. Consultant and its agents or employees working under this Agreement shall submit statements of economic interest under the Political Reform Act (Government Code Section 81000 et seq.) if requested to do so by City. 3.4 Covenant Against Contingent Fees. Consultant warrants that it has not employed or retained any company or person, other than a bona fide employee working for Consultant, to solicit or secure this Agreement, that it has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift or any other consideration, contingent upon or resulting from the - award or making of this Agreement. For breach or violation of this warranty, City shall have the right to annul this Page 3 of 10 Agreement without liability; or, at its sole discretion, deduct from Consultant's compensation, or otherwise recover, the full amount of such fee, commission, percentage, brokerage fee, gift or contingent fee. 3.5 Ownership of Documents. All documents furnished to Consultant by City under this Agreement are City's property and shall be given to City at or before the completion of Consultant's services, subject to Article 6.1 of the Form Contract. 3.6 Reject and Repurchase The City may reject any services furnished by Consultant which fail to conform to the specifications reflected in this Agreement, the Form Contract, or to the satisfaction of the City Engineer. Any rejected services or project deliverables shall be immediately removed by Consultant, without expense to City. Consultant shall replace all rejected services or project deliverables with others conforming to the specifications of this Agreement or the Form Contract, at no additional cost to City. Should Consultant fail, neglect or refuse to remove and replace rejected services or project deliverables, City may purchase substitute services in the open market and deduct the cost of such substitute services from any money due to Consultant. This section:does not limit City's rights and remedies in the event of a breach of contract. 3.7 Insurance Requirements. The Consultant shall not begin work under this Agreement until it obtains the insurance required under this section. The Consultant shall maintain the required insurance in full force and effect during the term of this Agreement. The insurance shall cover Consultant, its agents, representatives, employees and subcontractors in connection with its operations under this Agreement. All insurance requirements shall appear either in the body of the insurance policies or as.endorsements. The insurance required under Subsections 1 (Automobile Insurance), 3 (Public Liability and Property Damage Insurance) and subsection 4 (Errors and Omissions) of this Section 3.7 shall specifically name the Contra Costa County Fire Protection District, the City, and their respective officers, officials, agents, employees and volunteers (hereafter referred to as the "District, City and their employees") as an additional insured. A copy of all policies or evidence thereof shall be furnished to the City and the District at least ten (10) days prior to Consultant's commencement of services under this Agreement. All policies shall provide for at least thirty (30) calendar days prior notice to the District and the City before coverage is suspended, voided, canceled or reduced Page 4 of 10 • i in coverage or in limits. Consultant's insurance is to be placed with insurance companies with A.M. Best Co.'s rating of no less than A-VII. At the sole discretion of the City, the Consultant shall either reduce or eliminate such deductibles or self-insured retention with respect to the District, the City and their employees or Consultant shall produce a bond guaranteeing payment of losses and related investigations, claim administration and defense expenses. Any deductibles or self-insured retention shall be declared to and approved by the City. Consultant's insurance shall be primary with respect to the District, City and their employees. Any failure by the District, City and their employees to comply with the reporting provisions of the policy shall not affect coverage provided to the District, City and their employees. 3.7.1 Automobile Insurance. Consultant shall maintain minimum automobile coverage of(a) One Hundred Thousand Dollars ($100,000) for property damages, Five Hundred Thousand Dollars ($500,000) for injury to one person/any one occurrence and One Million Dollars ($1,000,000) for injury to more than one person/any one occurrence or (b) combined single limit of One Million Dollars ($1,000,000) per occurrence. 3.7.2 Workers' Compensation Insurance. Consultant shall maintain workers' compensation insurance as required by the State Labor:Code and Employer's Liability Insurance with limits in the amount of One Million Dollars ($1,000,000) per :accident. The insurer shall agree to waive all rights of subrogation against the District, City and their employees for losses arising from work performed by Consultant for City. 3.7.3 Public Liability and Property Damage Insurance. Consultant shall maintain comprehensive general liability and property damage insurance and shall insure the District, City and their employees from claims for damages for personal injury, including death, as well as from claims for property damage which may arise from Consultant's negligent operations under this Agreement, whether or not done by Consultant or by anyone directly or indirectly employed by Consultant. Such insurance shall have a combined limit of not less than One Million Dollars ($1,000,000). 3.7.4 Errors and Omissions Insurance. The Consultant shall cause to be taken out and kept in full force and effect during the term of this Agreement a policy in form and content satisfactory to City and District which shall indemnify the City and the District against errors and omissions or malpractice by Consultant. Said policy or policies shall provide liability coverage in the Page 5 of 10 amount of Five Hundred Thousand Dollars ($500,000) per claim, and a deductible provision of not more than Fifty Thousand Dollars ($50,000), and One Million Dollars ($1,000,000) aggregate. 3.8 Indemnity. Consultant, in performance of professional and technical services under this Agreement, shall indemnify, defend and hold harmless the City and the District, their governing board, directors, officers, employees and agents from any loss, injury, damage, expense and liability to the extent arising out of the negligence of Consultant, its employees, subconsultants or agents. For liability for other than arising out of professional and technical services, Consultant shall indemnify, defend and hold harmless, the City and the District, their governing boards, directors, officers, employees and agents from any loss, injury, damage, expense and liability resulting from injury to or death of any person and loss of or damage to property, or claim of such.injury, death, loss or damage, caused by an act or omission in the performance under this Agreement by Consultant, its employees, subconsultants or agents, excepting only loss, injury or damage caused by active negligence or omissions of.personnel employed by the City or the District, except for Consultant. This indemnification clause shall survive any termination of this Agreement. The..Consultant's obligations under this section shall be independent and not in derogation of,Consultant's obligations and proceeds of any. insurance provided under Section 3.7. 3.9 Testimony. Consultant agrees to testify at City's or District's request if litigation is brought against City or District in connection with Consultant's services. Unless the action is brought by Consultant or is based upon Consultant's wrongdoing, City shall compensate Consultant for the testimony at Consultant's standard hourly rates contained in Exhibit "A-1.1" of the Form Contract, attached and incorporated here by reference. 3.10 Liti atg ion. If City or Consultant brings an action to enforce this Agreement, each party shall bear their own attorneys' fees and costs. 3.11 Equal Employment Opportunity. Consultant is an equal opportunity employer and agrees to comply with applicable regulations governing equal employment opportunity. Page 6 of 10 3.12 Waivers. Waiver of a breach or default under this Agreement shall not constitute a continuing waiver or a waiver of a subsequent breach of the same or any other provision under this Agreement. 3.13 Modification. No waiver or modification of this Agreement is valid unless made in writing and signed by both parties. 3.14 Severability. If any term of this Agreement is held invalid by a court of competent jurisdiction, the remainder of this Agreement shall remain in effect. 3.15 Entire Agreement. This Agreement and it exhibits set forth the entire understanding between the parties. 3.16 Choice of Law. This Agreement is:governed by and to be construed in accordance with the laws of the State of California. 3.17 Headings. Paragraph. headings _are used for reference.purposes only .and are .not intended to describe,,interpret, define or limit.the scope, extent or intent of this Agreement or any of its provisions. 3.18 Survival. The conditions of this Agreement concerning indemnity (Section 3.8) insurance (Section 3.7) and professional standards (Section 1.5) shall survive the completion of the services under this Agreement and the termination of this Agreement for any reason. 3.19 Mediation. In the event of a dispute under this Agreement, the parties agree to make a good faith effort to resolve their dispute through mediation prior to commencing an action. Page.7 of 10 i • Section 4. Progress of Work. 4.1 Beteg of Work. Consultant shall commence work pursuant hereto upon receipt of written notice to proceed and shall diligently prosecute all work to completion. 4.2 Time of Completion. Consultant shall complete all work pursuant hereto within 360 calendar days from the date of receipt of a notice to proceed. 4.3 Temporary Suspension of Work. Should City suspend services under this Agreement through no fault of Consultant, and then resume services, Consultant shall have the right to renegotiate the time of completion, but only if the period of suspension exceeds one hundred and twenty (120) calendar days. 4.4 Termination City reserves the right.to terminate this Agreement at any time prior to completion of any of the services upon.ten (10) days written notice to Consultant of termination. In the event of termination, Consultant shall invoice City_for the.services completed prior to the date.of termination subject to the limitations of Sections 5.1 and 5.2 of this Agreement and Article 8.7 of the Form Contract. Section 5. Measurement and Payment. 5.1 Method of Measurement. Compensation for services performed pursuant hereto shall be on a fixed fee basis and the total amount to be paid Consultant in accordance with this Agreement shall not exceed Ninety Five Thousand Six Hundred Thirteen Dollars ($95,613) without the prior written consent of the City Engineer and the District. 5.2 Invoices. Consultant shall provide City with monthly invoices for all services provided. Invoices shall identify the service performed in accordance with the scope of services outlined in the Proposal, the period of time during which the work was performed, the position(s) of the employee(s) performing the work and the number of hours worked by each Page 8 of 10 s • position. Invoices shall be addressed to: City of Pittsburg Accounts Payable Post Office Box 1518 Pittsburg, CA 94565-1518 Section 6. Contract Documents. 6.1 Priority of Documents. The parties understand and agree that in the event that there is a conflict or inconsistency between this Agreement and the Form Contract, this Agreement shall take precedence and control over the Form Contract. 6.2 Modifications to The Standard Form Agreement Between Owner and Architect. The parties understand and agree that provisions of the Form Contract attached to this Agreement as Exhibit "A-1" are hereby amended as indicated below. Article 4.9 of the Form Contract is amended to read: "The services, information, surveys and reports required by Paragraphs 4.5 through 4.6 shall be furnished at the Owner's expense, and the Architect shall be entitled to rely upon the accuracy and completeness thereof." Article 5.2.2 of the Form Contract is amended to read: "The services provided by the Architect shall not exceed the fixed sum of Ninety Five Thousand Six Hundred Thirteen Dollars ($95,613), without the prior written consent of the Owner and the District. Payment to the Architect shall be made in accordance with Section 5.1 and 5. 2 of this Agreement and Article 11.2.2 of the Form Contract." Article 5.2.3 of the Form Contract is amended to read: "If the Bidding or Negotiation Phase has not commenced within 120 days after the Architect submits the Construction Documents to the Owner, any Project budget or fixed limit of Construction Cost shall be adjusted to reflect changes in the general level of prices in the construction industry between the date of submission of the Construction Documents to the Owner and the date on which proposals are sought." Page 9 of 10 Article 9.7 of the Form Contract is amended to read: "The Owner (the City), and the Architect understand and agree that the Contra Costa County Fire Protection District (the "District") is the owner of the real property located at 801 W. Leland Road, Pittsburg, California on which Station No. 87 will be constructed and that the District will finance all construction costs for the project. The parties further understand and agree that the District is an express third party beneficiary of the Form Contract and this Agreement and as such is entitled to enforce provisions of the agreements regarding Architect's performance of services." Article 9.9 of the Form Contract is amended to read: "The Owner hereby notifies the Architect that all Project documents, reports, supportive data, representations of design, including photographs of the exterior A and interior are considered Owner's confidential and proprietary information and shall not be disclosed without the prior written consent of the Owner." IN WITNESS WHEREOF, the parties have executed this Agreement on the date written above. CITY OF PITTSBURG Loving & Campos Architects Inc. Jeffrey . K ity Manager B yL ar Itamios Title: Attachments: The following document are attached and are a part of this Agreement: Exhibit "A-1.0": Standard Form Agreement Exhibit "A-1.1": Loving & Campos' Hourly Fee Schedule Exhibit "A-1.2": Allocation of Tasks for Construction Administration PIT rSBUMENGINEEMACONFIRE.003(CNL 300) (4-24-97) Page 10 of 10 T H E A M E R I C A N I N S T I T U T E O F A R C H I T E C T S EXHIBIT "A-1 .0" AIA Document B141 Standard Form Of Agreement Between Owner and Architect 1987 EDITION THIS DOCUMENT HAS IMPORTANT LEGAL CONSEQUENCES; CONSULTATION W7TH AN ATTORNEY IS ENCOURAGED WITH RESPECT TO ITS CO211PLETION OR ITIODIFICA TION. AGREEMENT made as of the day of in the year of Nineteen Hundred and Ninety Seven BETWEEN the Owner: City of Pittsburg (,,Wime and address) 2020 Railroad Avenue Pittsburg, CA 94565 and the Architect: Loving & Campos Architects Inc, (ti4zme and address) 245 ygnacio valley Road, Suite 200 Walnut Creek, CA 94596 For the following Project: Fire Station #87, 801 W. Leland Rd., Pittsburg, California (Include detailed ciescription of Project, location, address arzd scope.) A new wood framed, stucco clad, two bay fire station of approximately 5,230 square feet, to be located on approximately one (1 ) acre of the westerly end of that Property known as, "Stoneman Park" on Leland Road, with Battalion Chief quarters, incombustible roof; and generally conforming to preliminary plans prepared by Loving & Campos Architects Inc. dated 8/9/96• The Owner and Architect agree as set forth below. Copyright 1917, 1926, 1945, 1951, 1953, 1958, 1961, 1963, 1966, I967, 1970, 1974, 1977,©1987 by The American 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+AIA`, • ©1987 THE AMERICAN INSTITUTE OF ARCHITECTS,1735 NEW YORK AVENUE,N.W.,WASHINGTON,D.C.20006 8141-1987 1 TERMS AND CONDITIONS OF AGREEMENT BETWEEN OWNER AND ARCHITECT ARTICLE 1 hedule or construction budget, the Architect shall pre ARCHITECT'S RESPONSIBILITIES for oval by the Owner; Design Development mems consisting rawings and other documents and describe 1.1 ARCHITECT'S SERVICES the size and cha er of the Projec o architectural, struc- tural, mechanical an ct ' systems, materials and such 1.1.1 The Architect's services consist of those services per- other elements as m ap riate. formed by the Architect,Architect's employees and Architect's 2,3.2.T rchitect shall advise the O of any adjustments consultants as enumerated in Articles 2 and 3 of this Agreement e preliminary estimate of Construction �/ a and any other services included in Article 12. • 1.1.2 The Architect's services shall be performed as expedi- 4 CONSTRUCTION DOCUMENTS PHASE tiously as is consistent with professional skill and care and the orderly progress of the Work. Upon request of the Owner, the 2.4. aced on the approved Design Development Doc Architect shall submit for the Owner's approval a schedule for ments any further adjustments in the scope or quali of the performance of the Architect's services which may be the Project r in the construction budget authorized y the adjusted as the Project proceeds, and shall include allowances Owner,the Ar itect shall prepare,for approval by Owner, for periods of,time required for the Owner's review and for Construction Do ents consisting of Drawings d Specifica- approval of submissions by authorities having jurisdiction over tions setting forth in etail the requirements r the construe- the Project. Time limits established by this schedule approved tion of the Project. by the Owner shall not,except for reasonable cause,be exceeded 2.4.2 The Architect shall ass the O er in the preparation of by the Architect or Owner. the necessary bidding informat , idding forms, the Condi- 1.1.3 The services covered by this Agreement are subject to tions of the Contract, and the f Agreement between the the time limitations contained in Subparagraph 11.5.1. Owner and Contractor. 2.4.3 The Architect s advise the Owne f any adjustments ARTICLE 2 to previous prelim' ary estimates of Const ion Cost indi- cated by change n requirements or general mark conditions. SCOPE OF ARCHI EC 'S BASIC SERVICES 2.4.4 The rchitect shall assist the Owner in connec n with 1 DEFINITION the.Ow is responsibility for filing documents requir for the proval of governmental authorities having jurisdicti 2.1. The Architect's B i ervices.consist of those describ o r the Project. in Par raphs 2.2,through 2.6 and any other services Iden ' red in Articl 2 as part of Basic Services,and include norm struc- 2,5 BIDDING OR NEGOTIATION PHASE tural, mec ical and electrical engineering services. 2.5.1 The Architect, following the Owner's approval of the 2.2 SCHE TIC DESIGN PHASE Construction Documents and of the latest preliminary estimate 2.2.1 The Archite t shall review the progr rnished by the of Construction Cost, shall assist the Owner in obtaining bids Owner to ascertain e requirements of t Project and shall or negotiated proposals and assist in awarding and preparing arrive at a mutual unde tanding of such quirements with the contracts for construction. Owner. 2.6 CONSTRUCTION PHASE—ADMINISTRATION 2.2.2 The Architect shall pr vid preliminary evaluation of OF THE CONSTRUCTION CONTRACT the Owner's program, sche e and construction budget requirements, each in terms th other, subject to the limita- 2.6.1 The Architect's responsibility to provide Basic Services tions set forth in Subpara ph 5.2. for the Construction Phase under this Agreement commences with the award of the Contract for Construction and terminates 2.2.3 The Architect s 1 review with e Owner alternative at the earlier of the issuance to the Owner of the final Certificate approaches to desig and construction o he Project. for Payment or 60 days after the date of Substantial Completion 2.2.4 Based on e mutually agreed-upon p gram, schedule of the Work,unless extended under the terms of Subparagraph and construe ' n budget requirements, the chitect shall 10.3.3. prepare, for pproval by the Owner, Schematic sign Docu- The Architect shall provide administration of the ments co fisting of drawings and other documents ustrating tract fo struction as set forth below an 'u-e a ition of the sc and relationship of Project components. AIA Document Gener ions of the Contract for 2.2 The Architect shall submit to the Owner a prelimi ry Construction c e date of this Agreement, unless imate of Construction Cost based on current area,volume o�rovided in this Agree other unit costs. IDgn ,,l� - 2.6.3 Duties,responsibilities and limitations of authority of the 2.3 DESIGN DEVELOPMENT PHASE � ~ Architect shall not be restricted,modified or extended without written agreement of the Owner and Architect with consent of e a roved Schematic esi the Contractor, which consent shall not be unreasonably and an r withheld. AIA DOCUMENT 8141 • OWNER-ARCHITECT AGREEMENT • FOURTEENTH EDITION',,,:AIA° • ©1987 THE AMERICAN INSTITUTE OF ARCHITECTS,1735 NEW YORK AVENUE,N.W.,WASHINGTON,D.C.20006 B141-1587 2 2.6.4 The Architect shall be a representative of and shall advise quantity of the Work, (2)reviewed construction means, meth- and consult with the Owner(1)during construction until final ods, techniques, sequences or procedures,(3)reviewed copies payment 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 authority 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 otherwise on account of the Contract Sum. modified by written instrument. 2.6.11 The Architect shall have authority to reject Work which .6.5 The Architect shall visit the site at intervals appropria does not conform to the Contract Documents. Whenever the to stage of construction or as otherwise agreed the Architect considers it necessary or advisable for implementa- Owner d Architect in writing to become gener amiliar tion of the intent of the Contract Documents,the Architect will with the pr ss and quality of the Work co eted and to have authority to require additional inspection or testing of the determine in gene if the Work is being ormed in a man- Work in accordance with the provisions of the Contract Docu- d ner indicating that the rk when co eted will be in accor- ments, whether or not such Work is fabricated, installed or. dance with the Contract ume . However, the Architect completed.However,neither this authority of the Architect nor V. shall not be required to make ustive or continuous on-site a decision made in good faith either to exercise or not to exer- inspections to check the ity or tity of the Work. On cise such authority shall give rise to a duty or responsibility of the basis of on-site o rvations as an at .tett, the Architect the Architect to the Contractor, Subcontractors, material and shall keep the O er informed of the progres d quality of equipment suppliers, their agents or employees or other per- the Work, shall endeavor to guard the O against sons performing portions of the Work. defects deficiencies in the Work. (More extens: site repr ntation may be,agreed to as an Additional Service, 2.6.12 The Architect shall review and approve or take other scribed 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 shallnot be responsible for the Ing sufficient time in the Architects professional judgment to Contractor's schedules or failure to carry out the Work in accor- permit adequate review. Review of.such submittals 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 other.details such as dimensions and quantities or tor, Subcontractors;or their agents or.employees, or of any for substantiating instructions for installation or performance 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 Architect 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 characteristics tect's consultants shall be through the Architect. of materials, systems or equipment is required by the Contract Documents, the Architect shall be entitled to rely upon such 2.6.9 Based on the Architect's observations and evaluations of certification to establish that the materials, systems or equip- ment 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 consti- 2,6.13 The Architect shall prepare Change Orders and Con- tute 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 Pay- Subparagraphs 3.1.1 and 3.3.3, for the Owner's approval and ment, that the Work has progressed to the point indicated and execution in accordance with the Contract Documents, and that, to the best of the Architect's knowledge, information and may authorize minor changes in the Work not involving an belief, quality of the 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 cific 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 certi- 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- merit upon compliance with the requirements of the Contract tive or continuous on-site inspections to check the quality or Documents. AIA DOCUMENT 8141 • OWNER-ARCHITECT AGREEMENT• FOURTEENTH EDITION•AIA° • ©1987 3 B141-1987 THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE,N.W.,WASHINGTON,D.C.20006 2.6.15 The Architect shall interpret and decide matters conts hrough the observations by such Project Repres cerning performance of the Owner and Contractor under thehe shall endeavor to provide protec- requirements of the Contract Documents on written request ohe Owner against lencies in the Work, either the Owner or Contractor. The Architect's response tofurnishing of roject repre shall not such requests shall be made with reasonable promptness anche responsibilities or obligations of the Arc 1 t within any time limits agreed upon. bed elsewhere in this Agreement. 2.6.16 Interpretations and decisions of the Architect shall be 3.3 CONTINGENT ADDITIONAL SERVICES consistent with the intent of and reasonably inferable from the Contract Documents and shall be in writing or in the form of 3,3,1 Making revisions in Drawings, Specifications or other drawings. When making such interpretations and initial deci- documents when such revisions are: sions, the Architect shall endeavor to secure faithful perfor- mance by both Owner and Contractor,shall not show partiality .1 inconsistent with approvals or instructions previously to either, and shall not be liable for results of interpretations or given by the Owner, including revisions made neces- decisions so rendered in good faith. sary by adjustments in the Owner's program or Proj- 2.6.17 The Architect's decisions on matters relating to aesthe- ect budget; tic effect shall be final if consistent with the intent expressed in .2 required by the enactment or revision of codes, laws the Contract Documents. or regulations subsequent to the preparation of such documents; or 2.6.18 The Architect shall render written decisions within a reasonable time on all claims,disputes or other matters in ques- .3 due to changes required as a result of the Owner's fail- UA tion between the Owner and Contractor relating to the execu- ure to render decisions in a 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- 19 The Architect's decisions on claims,disputes or ity, complexity, the Owner's schedule, or the method of bid- matters, ^c hose in questi«n betty tit. t as and ding or negotiating and contracting for construction,except for Contractor, except for to aesthetic effect as pro- services required under Subparagraph 5.2.5. vided in Sub 2.6:17, shal to arbitration as e in this Agreement and in the Contract c S. 3.3.3 Preparing Drawings, Specifications and other documen- tation and supporting data, evaluating Contractor's proposals, and providing other services in connection with Change ARTICLE 3 Orders and Construction Change Directives. 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 be paid for by the Owner as provided in this Agreement, in damaged by fire or other cause.during construction, and fur- addition to the compensation for Basic Services, The services nishing services required in connection with the replacement described under Paragraphs 3.2 and 3.4 shall only be provided of such Work. if authorized or confirmed in writing by the Owner.If services 3,3.6 Providing services made necessary bythe 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 performance 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 claim Providing services in evaluating an extensive number of shall give prompt written notice to the Architect. If the Owner claims submitted by the Contractor o tl ers in c��ection indicates in writing that all or part of such Contingent Addi- with the Work. tional Services are not required,the Architect shall have no obli- 3.3.8 Providing services in connectic'> th a.1a h.==.�•.z-- gation to provide those services. legal proceeding except where the 3.2 PROJECT REPRESENTATION BEYOND BASIC Architect is parry thereto. SERVICES 3.3.9 Preparing documents for alternate,separate or sequential 1 If more extensive representation at the site Cha bids or providing services in connection with bidding,negotia desc in Subparagraph 2.6.5 is required, the Arch' shall tion or construction prior to the completion of the Construct provide on more Project Representatives to st in carry tion Documents Phase. ing out such ad 1 ' al on-site responsibili 3.4 OPTIONAL ADDITIONAL SERVICES 3.2.2 Project Representativ a e selected, employed and directed by the Architect, a chitect shall be compen- 3.4.1 Providing analyses of the Owners needs and program- sated therefor as agre y the Own t ld Architect. The ming the requirements of the Project. duties, responsib' ' "es and limitations of aut Z of Project 3.4.2 Providing financial feasibility or other special studies. Representati shall be as described in the editio f AIA Docu B352 current as of the date of this Agreement,un .•s 3.4,3 Providing planning surveys, site evaluations or com- ot rwise agreed. parative studies of prospective sites. AIA DOCUMENT 8141 •OWNER-ARCHITECT AGREEMENT• FOURTEENTH EDITION•AIA° •rJ 1987 THE AMERICAN INSTITUTE OF ARCHITECTS,1735 NEW YORK AVENUE,N.W.,WASHINGTON,D.C.20006 B141-1987 4 3.4.4 Providing special surveys, environmental studies and 4.2 The Owner shall establish and update an overall budget for submissions required for approvals of governmental authorities the Pioject,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 to future facilities, systems 4.3 If requested by the Architect, the Owner shall furnish evi- and equipment. dence 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. facilities or to make measured drawings thereof. 4.4 The Owner shall designate a 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 Project. The other information furnished by the Owner. Owner or such authorized representative shall render decisions in a 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 acon- of the Project, and a written legal description of the site: The !traction manager or separate consultants retained by the surveys and legal information shall include, as applicable, Owner. 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, easements, encroachments, zoning,.deed restric- 3.4.11 Providing detailed quantity surveys or inventories of tions, boundaries and contours of the site;.locations, dimen- material, 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 3.4.13 Providing interiordesign 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 shall 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 3.4.15 Making investigations,inventories of materials or equip- services may include but are not limited to test borings, test ment, or valuations and detailed appraisals of existing 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- tivity tests, including necessary operations for,anticipating sub- 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. 6.1 The Owner shall furnish the services of other cons 3.4.17 Providing assistance in the utilization of equipment or tan hen such services are reasonably required by the.0 systems such as testing,adjusting and balancing,preparation of of the P • ct and are requested by the Architect. operation•and maintenance manuals, training personnel for�r��/ operation and maintenance,and consultation during operation(/ • 4.7 The Owner s furnish structural, me anical, chemical, air and water pollution !,.tests for h rdous materials, and 3.4.18 Providing services after issuance to the Owner of the other laboratory and envir e tests, inspections and final Certificate for Payment, or in the absence of a final Cer- reports required by law or the o ct Documents. tificate for Pavment, more than 60 days after the date of Sub- stantial Completion of the Work. 4.8 The Owner shall ish all legal,accou ' and insurance 3.4.19 Providing services of consultants for other than archi- counseling service may be necessary at any e for the tectural, structural, mechanical and electrical engineering por- Project, inclu i auditing services the Owner may re 're to verify the ntractor's Applications for Payment or to ascert tions of the Project provided as a part of Basic Services. how or what purposes the Contractor has us e money 3.4.20 Providing any other services not otherwise included in p ' by or on behalf of the Owner. • this Agreement or not customarily furnished in accordance with generally accepted architectural practice. 4.9 The services,informatio urveys and reports r fired by Paragraphs 4.5 through 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 defect in OWNER'S RESPONSIBILITIES the Project or nonconformance with the Contract Documents. 4.1 The Owner shall provide full information regardin The proposed language of certificates or certificatatio� requirements for the Project, including a program which shall requeste chitect or Architect's consu STiall be set forth the Owner's objectives,schedule,constraints and cri- submitted to the Archite ie �I� 14 feria, including space requirements and relationships, flexi,��days prior to execution. ner s ca- bility, expandability, special equipment, systems and si(�/`: tions that w quire knowledge or see requirements. sc t is Agreement. AIA DOCUMENT B141 • OWNER-ARCHITECT AGREEMENT• FOURTEENTH EDITION•AIA® • ©1987 5 B141-1987 THE AMERICAN INSTITUTE OF ARCHITECTS,1735 NEW YORK AVENUE,N.W.,WASHINGTON,D.C.20006 ARTICLE 5 .3 if the Project is abandoned, terminate in accordance with Paragraph 8.3; or CONSTRUCTION COST .4 cooperate in revising the Project scope and quality as 5.1 DEFINITION /rf! required to reduce the Construction Cost. 5.1.1 The Construction Cost shall be the total cost or esti- 5'2'5 If the Owner chooses to proceed under Clause 5.2.4.4, mated cost to the Owner of all elements of the Project designe the Architect, shall modify the Con- or specified by the Architect. V tract Documents as necessary to comply with the fixed limit,if established as a condition of this Agreement.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 market rates of labor and materials furnished by the Owner and responsibility arising out of the establishment of a fixed limit. equipment designed, specified, selected 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 Agreement for all services performed whether or not tractor's overhead and profit. In addition, a reasonable allow- the Construction Phase is commenced. ante for contingencies shall be included for market conditions at the time of bidding and for changes in the Work during construction. ARTICLE 6 5.1.3 Construction Cost does not include the compensation of USE OF ARCHITECT'S DRAWINGS, the Architect and Architect's consultants, the costs of the land, SPECIFICATIONS AND OTHER DOCUMENTS rights-of-way, financing or other costs which are the respon- sibility of the Owner as 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 solely with respect to this Project 5.2.1 Evaluations of the Owner's Project budget, preliminary and,unless otherwise provided,.the Architect shall be deemed estimates of Construction Cost and detailed estimates of Con- the author of these documents and shall retain all common law, struction Cost, if any,prepared by the Architect, represent the statutory 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, that nei- ducible copies, of the Architect's Drawings, Specifications and then the Architect nor the,owner has control over the cost of other documents for.information and reference in connection labor, materials or equipment,.over the Contractor's methods with the Owner's use and occupancy of the Project.The Archi of determining bid prices,.orover competitive bidding,market tect's Drawings,Specifications or other documents shall not be or negotiating conditions. Accordingly; ,the Architect cannot used by the Owner or others on other projects,for additions to and does not warrant or represent.that bids or negotiated prices this 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 evaluation prepared or agreed except by agreement in writing and with appropriate compen- to by the Architect, cation to the Architect. 5.2.2 No fixed limit of Construction Cast shall be established 6.2 Submission or distribution of documents to meet official as a condition of this Agreement by the furnishing,proposal or regulatory requirements or for similar purposes in connection establishment of a Project budget,.unless such fixed limit has with the Project is not to be construed as publication in deroga- been agreed upon in writing and signed by the parties hereto.If tion of the Architect's reserved rights. such a fixed limit has been established, the Architect shall be permitted to include.contingencies far design, bidding and price escalation,to determine what materials,equipment,com- ponent systems and types of construction are to be included in the Contract Documents, to make reasonable adjustments in eA%Y ARTICLE 7 the scope of the Project and to include in the Contract Docu- ARBITRATION mems alternate bids to adjust the Construction Cost to the fixe limit.Fixed limits,if any,shall be increased in the amount of an .1 Claims, disputes or other matters in question between t increase in the Contract Sum Occurring after execution of the p s to phis Agreement arising out of or relating to this ee Contract for Construction. ment breach thereof shall be subject to and decide y arbi- 5.2.3 If the Bidding or Negotiation Phase has not commenced tration in cordance with the Construction Indo y Arbitra- within 90 days after the Architect submits the Construction tion Rules o e American Arbitration Associat' currently in Documents to the Owner, any Project budget or fixed limit of effect unless the rties mutually agree oth Ise. Construction Cost shall be adjusted to reflect changes in the 7.2 Demand for arbi tion shall be d in writing with the general level of prices in the construction industry between the other party to this Agree nt an ith the American Arbitra- date of submission of the Construction Documents to the tion Association.A demand itration shall be made within Owner and the date on which proposals are sought. a reasonable time after the ai dispute or other matter in 5.2.4 If a fixed limit of Construction Cost (adjusted as pro- question has arisen.In n vent steal e demand for arbitration vided in Subparagraph 5.2.3)is exceeded by the lowest bona be made after the d when institutio of legal or equitable fide bid or negotiated proposal, the Owner shall: proceedings has on such claim, dispute r other matter in .1 give written approval of an increase in such fixed question wool e barred by the applicable state of limitations. limit; 7.3 No itration arising out of or relating to this reement .2 authorize rebidding or renegotiating of the Project shall' clude,by consolidation,joinder or in any other ner, '45 within a reasonable time; additional person or entity not a party to this Agreem AIA DOCUMENT B141 •OWNER-ARCHITECT AGREEMENT• FOURTEENTH EDITION•AIA® • ©1987 THE AMERICAN INSTITUTE OF ARCHITECTS,1735 NEW YORK AVENUE,N.W.,WASHINGTON,D.C.20006 B141-1987 6 S xcept by written consent containing a specific reference t ..2 Ten percent of the total compensation for Basic and t Agreement signed by the Owner, Architect, and any er Additional Services earned to date if termination perso r entity sought to be joined. Consent to rtration occurs during the Design Development Phase; or involving additional <al.or entity shall constitute ,3 Five percent of the total compensation for Basic and consent to at ation ofaim, dispute other matter in Additional Services earned to date if termination question not desc ' ed iritten c ent or with a person occurs during any subsequent phase. (/ or entity not named o d t ein. The foregoing agree- ment to arbitrate and oements to arbitrate with an additional person or enticonsented to by the parties tothis Agreement shall enforceable in accordance /��(/ ARTICLE 9 with applicable la In anrt havi 'urisdiction thereof. (�` MISCELLANEOUS PROVISIONS7.4 The a rd rendered arbitrator or itrators shall b final, judgment may ered upon it in ac dance wit nless otherwise provided, this Agreement shall be a [cable law in any coing jurisdiction there erned by aw of the principal place of b of the Architect. 9.2 Terms in this A nt sh the same meaning as ARTICLE 8 those in AI ument A201, General Con 1 f the Con- t r Construction,current as of the date of this Agre TERMINATION, SUSPENSION OR ABANDONMENT 9.3 Causes of action between the parties to this Agreement 1 This Agreement.may be terminated by either party upo pertaining to acts or failures to act shall be deemed to have n less than seven days' written notice should the other pa v accrued and the applicable statutes of limitations shall com- fail bstantially to perform in accordance with the terms o is mence to run not later than either the date of Substantial Com- Agree ent through no fault of the party initiating the to tion. pletion for acts or failures to act occurring prior to Substantial V Completion, or the date of issuance of the final Certificate for 8.2 If th Project is suspended by the Owner for mor than 30 Pavm t for acts or failures to act occurring after Substantial consecutiv days, the Architect shall be compensa d for ser- Ccuon. vices perfor ed prior to notice of such suspensio . When the Project is resu ed, the Architect's compensatio shall be equi The Owner and Architect waive all rights against tahly adjusted to rovide for expenses incurre In the interrup- ether against the contractors, consultants, is and tion and resumpti n of the architect's servi s. employees o e other for damages,but onl e extent cov- ered by property Trts<rance durin truction, except such 8.3. This Agreement ay be terminated y the Owner upon rights as they may have to ceeds of such insurance as set not less than seven da ' written-notice o the Architect in the forth in the edition of ocu t A201,General Conditions event that the Project is. ermanently ancioned. If the Project of the Contra Construction, curr s of the date of this is abandoned by the Own for mor han 90 consecutive days, Agree[ . he Owner and Architect each s equire similar the Architect may termist this reement by giving written ers from their contractors, consultants and age notice. 9.5 The Owner and Architect, respectively, bind themselves, 8.4 Failure of the Owner to n k ayments to the Architect in their partners, successors, assigns and legal representatives to accordance with this Agree nt sh I be considered substantial the other party to this Agreement and to the partners, succes- nonperformance and caul for term ation, sors, assigns and legal representatives of such other party with respect to all covenants.of this Agreement. Neither Owner nor 8.5 If the Owner fails make payme when due the Archi A est shall assign this Agreement without the written con- tect for services and .penses, the Archit ct may, upon seven s�the other. days' written notice o the Owner,suspend erformance of ser- vices under this reement. Unless payment i full is received This Agreement represents the entire and integrated agr� by the Architect -ithin seven days of the date o the notice,the ment tween the Owner and Architect�;Ue�,s all suspension sh- take effect without further notic In the event prior nego ons, representations or agrerit- of a suspens' n of services, the Architect shall hav no liability ten or oral. This reement may b S,awwTided only by written to the Ow er for delay or damage caused the Own because instrument signed by th O r and Architect. of such s spension of services. 9.7 Nothing con ' in this eement shall create a contrac- 8.6 I the event of termination not the fault of the Arc 'sect, tual relay 1p with or a cause o tion in favor of a third the chitect shall be compensated for services performed p *or against either the Owner or Archit to rmination, together with Reimbursable Expenses then d 9.8 Unless otherwise provided in this Agreement,the Architect d all Termination Expenses as defined in Paragraph 8.7. and Architect's consultants shall have no responsibility for the 8.7 Termination Expenses are in addition to compensation for discovery, presence,handling, removal or disposal of or expo- Basic and Additional Services, and include expenses which are sure of persons to hazardous materials in any form at 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 polychlorinated 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 total compensation for Basic exterior and interior, atnong the Architect's promotional and and Additional Services earned to date if termination professional materials. The Architect's materials shall not occurs before or during the predesign,site analysis,or include the Owner's confidential or proprietary information if Schematic Design Phases; or the Owner has previously advised the Architect in writing of AIA DOCUMENT B141 • OWNER-ARCHITECT AGREEMENT• FOURTEENTH EDITION•AIA® • ©1987 7 13141-1987 THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE,N.W.,WASHINGTON,D.C.20006 the specific information considered by the Owner to be A141, 10.3 PAYMENTS ON ACCOUNT OF BASIC SERVICES dential or proprietary. The Owner shall provide professional credit for the Architect on the construction sign and in the pro- tial payment as set forth in Par motional materials for the Project, mit• 10.3.2 -&w4eeqrrerrt_payments for Basic Services shall be made monthly and, when"applicable, shall be in proportion to ser- ARTICLE 10vices performed within each phase of service, on the basis set forth in Subparagraph 11.2.2. PAYMENTS TO THE ARCHITECT 10.3.3 If and to the extent that the time initialh,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 their mandatory and customary con- 10.3.4 When compensation is based on a percentage of Con- tributions and benefits related thereto, such as employment struction Cost and any portions of the Project are deleted or taxes and other statutory employee benefits, insurance, sickleavotherwise not constructed,compensation for thane portions of and nd benefits.' vacations, pensions and similar contributions the Project shall be payable to the extent services are per- formed on those portions, in accordance with the schedule set 10.2 REIMBURSABLE EXPENSES forth in Subparagraph 11.2.2,based on(1)the lowest bona fide bid or negotiated proposal,or(2)if no such bid or proposal is 10.2.1 Reimbursable Expenses are in addition to compensa- 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 the Project. sultants 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 Project; 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 recur- upon presentation of the Architect's statement of services ren- ing approval of authorities having jurisdiction over the Project. Aered or expenses incurred. 10:2:1.2 Expense of reproductions, postage and handling of 10,5 PAYMENTS WITHHELD Drawings,,Specifications and other documents. 10.2.1.3 If.authorized in advance by the Owner, expense of 10'5'1 No deductions shall be made from the Architect's com- pensation on account of penalty, liquidated damages or other .overtime work requiring higher than regular rates. sums withheld from payments to contractors,or on account of 10.2.1.4 Expense of renderings,models and mock-ups requested the cost of changes in the Work other than those for which the by the Owner. Architect has been found to be liable. 10.2.1.5 Expense of additional insurance coverage or limits, 10.6 ARCHITECT'S ACCOUNTING RECORDS including professional liability insurance, requested by .the Owner in excess of that normally carried by the Architect and 10.6.1 Records of Reimbursable Expenses and expenses per- Architect's consultants. raining to Additional Services and services performed on the basis of a multiple of Direct Personnel Expense shall be avail- 10.2.1.6 Expense of computer-aided design and drafting able to 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 i The Owner shall compensate the Architect as follows: ITIAL PAYMENT of en , 11.2 • BASIC COMPENSATION 11.2.1 FOR BASIC SERVICES,as described in Article 2,and any other services included in Article 12 as part of Basic Services, Basic Compensation shall be computed as follows: (Insert basis of compensation, including stipulated suras, multiples or percentages. and identify phases to which particular ntethod5 of compensation app(i, ij necessary.) Lump sum of Forty-five Thousand, Seven Hundred Sixty-three Dollars and no/100 {$45,763}• AIA DOCUMENT 8141 • OWNER-ARCHITECT AGREEMENT•FOURTEENTH EDITION•AIA® • ©1987 THE AMERICAN INSTITUTE OF ARCHITECTS,1735 NEW YORK AVENUE,N.W.,WASHINGTON,D.C.20006 B141-1987 8 11.2.2 Where compensation is based on a stipulated sum 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 phases as appropriate.) Schematic Design Phase: N/A percent( 0%) Design Development Phase: N/A percent( 00%) Construction Documents Phase: N/A percent( 00%) Bidding or Negotiation Phase: $ 5,263.00 percent( 11.5%) Construction Phase: $40,500.00 percent( 88.5%) Total Basic Compensation: $45,763.00 one hundred percent(100%) 11.3 COMPENSATION FOR ADDITIONAL SERVICES 11.3.1 FOR PROJECT REPRESENTATION BEYOND BASIC SERVICES,as described in Paragraph 3.2, compensation shall be com- puted as follows: Multiple of direct personnel expense according to rate schedule attached as Exhibit "A-1 .1" and incorporated here by reference. 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 Additional Services,but excluding ser- vices of consultants, compensation shall be computed as follows: (Insert basis of compensation,.including rates and/or multiples of Direct Personnel Expense for Principals and employees, and identify Principals and classify employees, if required. Identify specific services to which particular methods of compensation apply, if necessary.) Fixed fee of $49,850 and as described in Exhibit "A'=1 .2" for Construction Management Services, attached and incorporated here by reference. DDITIONAL SERVICES OF CONSULTAN ItlOn�lctural, mechanical and electrical engin gC(V- services and those provided un ragrap as part of Additional Services, multiple of ) times theamonts billed to the Archiuc ( specific types of consultants in Article 12, if required.) 11.4 REIMBURSABLE EXPENSES 11.4.1 FOR REIMBURSABLE EXPENSES,as described in Paragraph 10.2,and any other items included in Article 12 as Reimbursable Expenses,a multiple ofk* ( 1 .1 5)times the expenses incurred by the Architect,the Architect's employees and consultants in the interest of the Project. ** One & Fifteen One Hundredths 11.5 ADDITIONAL PROVISIONS 11.5.1 IF THE BASIC SERVICES covered by this Agreement have not been completed within Twelve ( 12 )months of the date 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 11.3.2. 11.5.2 Payments are due and payable Thirty ( 30 ) days from the date of the Architect's invoice. Amounts unpaid Thirty ( 30 )days after the invoice date shall bear interest at the rate entered below,or in the absence thereof at the legal rate prevailing from time to time at the principal place of business of the Architect. (Insert rate of interest agreed upon.) (Usury laws and requirements under the Federal Truth in Lending Act,similar state and local consumer credit laws and other regulations at the Owner's and Arcbi- tect's principal places of business, the location of the Project and elsewhere 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 written disclosures or waivers.) 9 8141-1957 AIA DOCUMENT B141-• OWNER-ARCHITECT AGREEMENT• FOURTEENTH EDITION•AIA° • ©1987 THE AMERICAN INSTITUTE OF ARCHITECTS,1735 NEW YORK AVENUE,N.W.,WASHINGTON,D.C.20006 11.5,3 The rates and multiples set forth for Additional Services shall be annually adjusted in accordance with normal salary review practices of the Architect. ARTICLE 12 OTHER CONDITIONS OR SERVICES (Insert descriptions of other services, identify Additional Services included within Basic Compensation and modifications to the payment and compensation terms included in this Agreement.) 12.1 Agreement is based on a single general construction contract. 12.2 Architect is entitled to additional compensation for Construction Administration when initial construction contract time is .exceeded by more than 10% through no fault of Architect. 12.3 The review of Field Record Drawings is a part of basic services. 12.4 Presentation models, fire protection engineering, acoustical engineering, special noise or sound studies, traffic engineering, off site utility design, etc., or reports, soils reports, cost estimating, off site civil/lscape design, traffic signal work are additional services. V 12.5 Program Verification Report constitutes additional services. G ,. his work is covered by, the Mechanics Lien Laws of the State The may elect t en no ices to the land owner les in 12.7 Jerry Loving and Carl Campos may not be able to personally represent this project at every -meeting. Gary Willoughby, Architect, and other senior project managers will be available to represent the project. (continued thru 12 . 11. ) This Agreement entered into as of the day and year first written above OWNER ITE (Signal e) (St ) Jeff Kolin Carl E. Campos, Presid City Manager Loving & Campos Archit is Inc. (Printed name and title) (Printed name and title) AIA DOCUMENT 8141 • OWNER-ARCHITECT AGREEMENT• FOURTEENTH EDITION•AIA° • ©1987 THE AMERICAN INSTITUTE OF ARCHITECTS,1 735 NEW YORK AVENUE,N.W.,WASHINGTON,D.C.20006 B141-1987 10 Article 12 Continued: 12.8 The Owner agrees to hold harmless, indemnify, and defend the Architect and the District from and against any and all claims, losses, damages, liability and costs, including but not limited to, costs of defense arising out of or in any way connected with the presence,.discharge, release, or escape of contaminants, or noise pollution of any kind, excepting any such liability as may arise out of the sole negligence of Architect in the performance of services under this Agreement, provided however that this shall not relieve Architect for responsibility from any such contamination arising from Architect's own design work. 12.9 Notwithstanding any other.provision in this Agreement to the contrary, nothing herein contained shall be construed as constituting a guarantee, warranty or assurance, either express or implied, that the architectural services will yield or accomplish a perfect outcome for the project; or obligating the Architect to exercise professional skill or judgment greater than that which can reasonably be expected from other architects under like circumstances; or (except as expressly provided herein) an assumption by the Architect of the liability of Owner. 12.10 Replacement of only existing windows at exterior elevations facing the fire station driveway and only residences located at 800, 801, 806 and 807 Serrana is limited to the following scope of work: A. Issue package for bidding; B. Review bids and assist City in determining lowest responsible bidder; C. Visit field at appropriate intervals of construction and observe work in progress; D. Answer RFI's (Request for Information ) from field,, review window shop drawings, submittal, etc.; E. Provide punch list of each residence and final closeout documentation; F. The Owner agrees to hold harmless, indemnify, and defend the Architect and the District from and against any and all claims, losses, damages, liability and costs, including but not limited to costs of defense arising out of or in any way connected with the design and construction and acoustic noise abatement relative to 11 the residential units receiving replacement windows; and G. The Owner agrees that it will make a reasonable attempt to secure an agreement from each residential owner affected, that said owner further agrees to hold harmless, against any and all claims, losses, damages, liability and costs, including but not limited to, costs of defense arising out of or in any way connected with the design and construction and acoustic noise abatement relative to the residential units receiving replacement windows, which agreement will be obtained by the Owner in the form of a co- signature to this document by each affected residence. 12.11 This agreement is contingent upon the timely execution of the parallel and integrated agreement for services between Living & Campos Architects Inc. and the Contra Costa County Fire Protection District. PITTSBUR\ENGINEER\ART 12 12 -Feb-27-97 02: 15P • P.02 245 YpudO Valley Road,Suite 200 Walnut Creek CA 94596 `s ARCHITECTS INC. 510.944.1626 .51o.944.1665 Fa 197 FIRST QUARTER HOURLY FEE SCHEDULE The weighted average of all staff is approximately$70.00 per hour. Steve C. Stewart, Planner/Draftsman $45.00/hr. Pam Nelson, Research/Presentation/Publishing $45.00/hr. Brent Randall, Draftsman $45.00/hr. Rosette Balderama, Draftsman $50.00/hr. At Socias, Senior Draftsman $55.00/hr. Felix Fabella, Designer/Technical Draftsman $55.00/hr. Ben Rualo, CADD Technician $65-00/hr. Ramon Galvez-Arango, Architect $65.00/hr. Ron Puangpinij, Architect $65.00/hr. Dave Bizet, Project Architect $73.00/hr. Jahn Ghwastyk, Project Architect $75.00/hr. Dick Fischer, Project Architect $73.00/hr. Richard Gage, Project Architect $73.00/hr. Robert Vargas, Project Architect $73.00/hr. Larry Mack,Project Manager $85.00/hr. David Bogsstad,Senior Project Manager $90.001hr. Galea Grant,Senior Project Manager $90.00/hr. Steve E. Stewart, Senior Project Manager $90.00/hr. Gary Willoughby,Senior Project Manager $90.00/hr. Andrew Youngmeister,Senior Project Manager $90.00fhr. Robert Sylvester,Senior Associate $100.00/hr. Carl Campos,President and Architect $115.001hr. Jerry Loving,Chief Executive Officer and Architect $115.00/hr. EXHIBIT "A-1 . 1 " Page 1 of 3 :Feb-27-97 O2: 15P • P.03 r�T�+ ,(��PO 2 �Ygnacio Manley Road,Suite 200 1�A��I lA !'8L1�1�'1��7 Walnut Cheek.CA 94596 ARCHITECTS INC. 510.944.1626 .510.944.1666 rix Selected 1997 FIRST®[TARTER HOURLY FEE SCHEDULE The weighted average of all staff is approximately$70.00 per hour. Clerical, Word Processing $35.00/hr. Presentation/junior Draftsman/Planner $95.00/hr. Presentation/Draftsman $50.00/hr. Designer/Technical Draftsman $55.00/hr. Job Captain $65.00/hr. Project Architect $73.00/hr. Project Manager $85.00/hr. Senior Project Manager $90.00/hr. ;Senior Associate $100.00/hr. Principal and Architect $115.0(3/hr. Interiors and Presentation $75.00/hr. Computer Aided Design & Drafting "CADD" $90.00/hr. Reimbursable Expenses .Cost Plus 15% Perspective Sketches and Renderings On a Per Drawing Basis $500.00/minimum Expert Witness I $175.00/hr. Review of documents, meetings, site visits, telephone conferences, administration of the documents and materials, deposition, testimony and court appearances. 8 hour minimum per deposition/court appearance. "Subject to Change Quarterly 1/1/97 Page 2 of 3 Courier $30.00/hr. ($15.00 Minimum Charge per Delivery) Apprentice $30.00/hr. Clerical $35.00/hr. Drafting $50.00/hr. . Interiors and Presentation $75.00/hr. Computer Aided Design &Drafting "CADD" $90,00/hr, Perspective Sketches and Renderings On a Per Drawing Basis $500,00/minimum Expert Witness $175.00/hr. Review of documents, meetings, site visits, telephone conferences, administration of the documents and materials, deposition, testimony, court appearances, and travel time. S hour minimum per deposition/court appearance. Reimbursable Expenses Copies, prints, photography, adhesive film transparencies, mylar sheets, colored print mounting, long distance phone calls,FAX transmissions, postage, express mail, e-mail, and travel outside the Walnut Creek area will be billed on a reimbursable basis; at Cost plus 15%. * Subject to Change Quarterly 1/2/97 Page 3 of 3 ALLOCATION OF TASKS FOR CONSTRUCTION ADMINTSTRATION TASK ARCHITECT CM CITY PREBID Submit complete drawings& technical specifications to City of Pittsburg X Provide City of Pittsburg contract formats to LCA X Submit for Building Permit X Conform City formats to include in Project Manual X BIDDING Prepare Notice to Contractors (IFB) X Issue Notices to Dodge Scan, Newspapers and other agencies as City of Pittsburg directs X Reproduce and distribute Plans & Specs to Bidders x Answer questions,receive phone calls, furnish draft addenda and clarification X Issue Addenda X Conduct pre-bid site visit X X Open bids X AWARD Conduct Pre-Award Survey Admin presentation X Check track record of principal&subcontractors X Review personnel on past jobs X Prepare Contract Award X Admin support for award X Conform drawings/project manual X EXHIBIT "A-1 .2" Page 1 of 4 TASK ARCHITECT CM CITY POST AWARD/PRE-CONSTRUCTION Conduct Pre-construction Meeting X Contractor submit schedule and schedule of values to Architect Recommend X Approve schedule of values and construction schedule X PAYMENTS TO CONTRACTOR Review Contractor's Application for Payment X Prepare payment warrants and change orders on standard forms provided by The City 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 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 Page 2 of 4 TASK ARCHITECT CM CITY 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 X Prepare requests for proposals for changes for fire district X CLAIMS Evaluate all claims submitted by the Contractor or others in relation to the work X X Page 3 of 4 Explanation & Limitation of Effort Station #87 - Pittsburg November 14, 1996 Hours Rates Budget Billing Amouts Contract Work Item PR PM CL PR PM CL PR PM CL Total Task Process Agency Fees, Permits 110 No effort planned. Agency visits(2 per 8•agencies) 100 30 If City of Pittsburg desires assistance Prepare Letter Summaries(1 per agency) 100 with this effort, time is to be billed on Administer Owner's Mtgs(Agenda&Minutes) 100 30 an hourly basis at the rates indicated. Conform City Format for Proj.Manual 1 110 110 110.00 Draft General Provisions 16 16 100 30 1600 480 2,080.00 Submit for review 4 100 400 400.00 Deliver Smooth pages to Architect 1 4 ' 100 30 100 120 220.00 Issue Notices to Dodge Scan, etc. Obtain list from City 1 1 100 30 100 30 130.00 Distribute 2 4 30 120 120.00 Distribute Plans&Specs to Bidders Reproduce from Originals Conduct Distribution 2 16 100 30 200 480 680.00 Collect and Account for Deposits 1 8 100 30 100 240 340.00 Issue Addenda 1 110 110 110.00 Compile input at two instances 8 4 100 30 800 120 920.00 Organize Architect/Engineer Input 8 4 100 30 800 120 920.00 Publish Two Addenda 2 8 100 30 200 240 440.00 Conduct Pre-bid Site Visit 110 0 Availability at Site 8 100 30 800 0 800.00 Prepare list of Q&A 4 4 100 30 400 120 520.00 Distribute 1 2 100 30 100 60 160.00 Award 1 110 110 110.00 Check Track Record of 3 Low Bidders 16 4 100 30 1600 120 1,720.00 Check Record of Subs Low Bidder 16 4 100 30 1600 120 1,720.00 Ascertain Presence of Personnel 4 100 30 400 0 400.00 Provide Admin.Suport to City 8 8 100 30 800 240 1,040.00 Conform Drawings/ProjectManual 12 8 100 30 1200 240 1,440.00 Pre-Construction 1 110 110 110.00 Review&Recommend Schedule of Values 16 4 100 30 1600 120 1,720.00 Construction (38 weeks) 16 110 1760 1,760,00 Manage Submittal/RFI Process 76 90 100 30 7600 2700 10,300,00 Conduct Bi-monthly Progress Meetings 57 100 30 5700 0 5,700,00 Prepare Progress Mtg.Agenda&Minutes 48 54 100 30 4750 1620 6,370.00 Track Payments to Contractor 27 27 100 30 2700 810 3,510.00 Prepare Lien Releases 10 100 30 0 300 300.00 Prepare Requests for Proposals/Mtgs.(3 ea) 24 18 100 30 2400 540 2,940.00 Receive Input&Prepare Change Orders(3 ea) 24 12 100 30 2400 360 2,760.00 Evaluate Construction Claims None planned 110 100 30 Hourly at rates indicated Totals 20 386 310 2,200 38,350 9,300 49,850.00 Note that the hours shown above are for a specific frequency of occurrences over a specified time period. If the number of events such as change orders, or the time period is exceeded,the fee is to be adjusted proportionately. The consultant will advise the City of Pittsburg and CCCFPD in writing prior to performing any extra work and will proceed on written authorization from either party. Page 4 of 4