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HomeMy WebLinkAboutCorporation Yard - Sua Inc. Architect Agreement - 10.25.1976 CORPORATION YARD SUA INC. ARCHITECT AGREEMENT 10/25/76 THE AMERICAN INSTITUTE OF ARCHITECTS AIA Document 8141 Standard Form ®f Agreement Between Owner and Architect THIS DOCUMENT HAS IMPORTANT LECAL CONSEQUENCES; CONSULTATION WITH AN ATTORNEY IS ENCOURAGED WITH RESPECT TO ITS COMPLETION OR,MODIFICATION AGREEMENT made this 25th day of October in the year of Nineteen Hundred and Seventy Six BETWEEN the Owner: City of Cupertino 10300 Torre Avenue Cupertino, Califcraia 95014 and the Architect: SUA Incorporated 10880 Wilshire Boulevard Los Angeles, California 90024 For the following Project: City of Cupertino Corporation Yard Development Project iincbude detailed description of Project!ovation and scope) Construction of a new corporation yard (administration/employee facilities building, vehicle maintenance/shop, building, warehouse, vehicle storage). Provisions for storage of vehicles and materials, employee passing, circulation, landscaping, demolition of exist ing buildings, and site preparation. The final project program will be developed in ac- cordance with the criteria and outline as specified in the building program and corporatio yard master plan dated September 14, 1976. attached. The Owner and the Architect agree as set forth below. AIA DOCUMENT 8141 - OWNER-ARCHITECT AGREEMENT - 1ANUARY 1974 EDITION - AIX& - "01974 � THE AMERICAN INSTITUTE OF ARCHITECTS, 172E NEW YORK AVE., N.W., WASHINGTON, D.C. :0M PERCENTAGE OF CONSTRUCTION COST I. THE ARCHITECT shall provide professional services for the Project in accordance with the Terms and Conditions of this Agreement. II. THE OWNER shall compensate the Architect, in accordance with the Terms and Conditions of this Agreement. A. FOR BASIC SERVICES, as described in Paragraph 1.1, Basic Compensation shall be computed on the basis of one of the following PERCENTAGES OF CONSTRUCTION COST, as defined in Article 3, for portions of the Project to be awarded under A Single Stipulated Sum Construction Contract Eight percent ( g wo) Separate Stipulated Sum Construction Contracts percent 1 "o l A Single Cost Plus Fee Construction Contract percent ( °o) Separate Cost Plus Fee Construction Contracts percent ( ao) B. FOR ADDITIONAL SERVICES, as described in Paragraph 1.3. compensation computed as follows: 1. Principals' time at the fixed rate of Forty and 00/100 dollars 140.00 per hour. For the purpose of this Agreement, the Principals are: Shimon Ben—Bassat 2. Employees' time (other than Principals) at a multiple of Two point eight ( 2.8 ) times the employees' Direct Personnel Expense as defined in Article 4. 3. Services of Professional consultants at a multiple of One point One ( Li ) times the amount billed to the Architect for such services. C. At-! INITIAL PAYMENT of None The Owner will also be credited for $2500.00 for previous payment received. D. FOR REIMBURSABLE EXPENSES, amounts expended as defined in Article 5. III. THE OWNER AND ARCHITECT agree in accordance with the Terms and Conditions of this Agree. ment that: A. IF SCOPE of the Project is changed materially, compensation shall be subject to renegotiation. B. IF THE SERVICES covered by this Agreement have not been completed within ( ) months of the date hereof, the amounts of compensation, rates and multiples set forth in Paragraph II shall be subject to renegotiation. C. It is understood that validation of this agreement is contingent upon the City receiving a grant from the Local Public 'forks Capital Development Investment Program (1976) . The City will authorize that the work proceed upon proper notification from the Federal Government. AIA OCUMENT 3141 - OWNER-ARCHITECT AGREEMENT - IANUARY 1974 EDITION - A►AJ • C1974 � THE AMERICAN INSTITUTE OF ARCHITECTS, 173S NEW YORK AVE., V.W., WASHINGTON, O.C. 20006 TERMS AND CONDITIONS OF AGREEMENT BETWEEN OWNER AND ARCHITECT ARTICLE 1 of probable Construction Cost, shall assist the Owner in obtaining bids or negotiated proposals, and in awarding ARCHITECT'S SERVICES and preparing construction contracts. ;ASIC SERVICES CONSTRUCTION PHASE—ADMINISTRATION ;"ie Architect's Basic Services consist of the five OF THE CONSTRUCTION CONTRACT ,-!lases described below and include normal strut- 1.1.10 The Construction Phase will commence with the tural, mechanical and electrical engineering services award of the Construction Contract and will terminate and any other services included in Article 14 as when the final Certificate for Payment is issued to the Bast Services. Owner. SCHEMATIC DESIGN PHASE 1.1.11 The Architect shall provide Administration of the 1.1.1 The Architect shall review the program furnished Construction Contract as set forth in AIA Document by the Owner to ascertain the requirements of the Project A201, General Conditions of the Contract for Construc- and shall confirm such requirements to the Owner. tion, and the extent of his duties and responsibilities and the limitations of his authority as assigned thereunder 1.1.2 Based on the mutually agreed upon program, the shall not be modified without his written consent. Architect shall prepare Schematic Design Studies consist- ing of drawings and other documents illustrating the 1.1.12 The Architect, as the representative of the Owner scale and relationship of Project components for ap- during the Construction Phase, shall advise and consult proval by the Owner. with the Owner and all of the Owner's instructions to the Contractor shall be issued through the Architect. The 1.1.3 The Architect shall submit to the Owner a State- Architect shall have authority to act on behalf of the- ment of Probable Construction Cost based on current Owner to the extent provided in the General Conditions area, volume or other unit costs. unless otherwise modified in writing. DESIGN DEVELOPMENT PHASE 1.1.13 The Architect shall at all times have access to 1.1.4 The Architect shall prepare from the approved the Work wherever it is in preparation or progress. Schematic Design Studies, for approval by the Owner, the 1.1.14 The Architect shall make periodic visits to the Design Development Documents consisting of drawings site to familiarize himself generally with the progress and and other documents to fix and describe the size and quality of the Work and to determin? in general if the character of the entire Project as to structural, mechani- Work is proceeding in accordance vial the Contract cal and electrical systems, materials and such other essen- Documents. On the basis of his on-site observations as tials as may be appropriate. an architect, he shall endeavor to guard the Owner 1.1.5 The Architect shall submit to the Owner a further against detects and deficiencies in the Work of the Con- Statement of Probable Construction Cost. tractor. The Architect shall not be required to make exhaustive or continuous on-site inspections to check the CONSTRUCTION DOCUMENTS PHASE quality or quantity of the Work. The Architect shall not 1.1.6 The Architect shall prepare from the approved be responsible for construction means, methods, tech- Design Development Documents, for approval by the niques,sequences or procedures,or for safety precautions Owner, Drawings and Specifications setting forth in and programs in connection with the Work, and he shall detail the requirements for the construction of the entire not be responsible for the Contractor's failure to carry out Project including the necessary bidding information, and the Work in accordance with the Contract Documents. shall assist in the preparation of bidding forms, the Con- 1.1.1S Based on such observations at the site and on ditions of the Contract, and the form of Agreement the Contractor's Applications for Payment, the Architect between the Owner and the Contractor. shall determine the amount owing to the Contractor and 1.1.7 The Architect shall advise the Owner of any shall issue Certificates for Payment in such amounts. The adjustments to previous Statement-, of Probable Con- issuance of a Certificate for Payment shall constitute a struction Cost indicated by changes in requirements or representation by the Architect to the Owner, based on general market conditions. the Architect's observations at the site as provided in Subparagraph 1.1.14 and the data comprising the Appli- 1.1A The Architect shall assist the Owner in filing the cation for Payment, that the Work has progressed to the required documents for the approval of governmental point indicated; that to the best of the Architect's knowl- authorities having jurisdiction over the Project. edge, information and belief, the quality of the Work is BIDDING OR NEGOTIATION PHASE in accordance with the Contract Documents (subject to an evaluation of the Work for conformance with the 1.1.9 The Architect, following the Owner's approval of Contract Documents upon Substantial Completion, to the the Construction Documents and of the latest Statement results of any subsequent tests required by the Contract AIA DOCUMENT 8141 - OWNER-ARCHITECT AGREE.MENT - 1ANUARY 1974 EDITION - AIAO - Ct+'1974 3 THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVE., N.W., WASHINGTON, D.C. 20006 iti� Documents, to minor deviations from the Contract Docu- 1.2.4 Through the on-site observations by Full-Time meats correctable prior to completion,and to any specific Project Representatives of the Work in progress, the Ar- qualifications stated in the Certificate for Payment); and chitect shall endeavor to provide fe.cner protection for that the Contractor is entitled to payment in the amount the Owner against defects in the Work, but the furnish- certified. By issuing a Certificate for Payment, the Archi- ing of such project representation shall not make the tect shall not be deemed to represent that he has made Architect responsible for construction means, methods, any examination to ascertain how and for what purpose techniques, sequences or procedures, or for safety pre- the Contractor has used the moneys paid on account of cautions and programs, or for the Contractor's failure to the Contract Sum. perform the Work in accordance with the Contract 1.1.16 The Architect shall be, in the first instance, the Documents. interpreter of the requirements of the Contract Docu- 1.3 ADOM044AL SERVICES ments and the impartial judge of the performance there- The following Services shall be provided when au- under by both the Owner and Contractor. The Architect thorized in writing by the Owner, and they shall be shall make decisions on all claims of the Owner or Con- paid for by the Owner as hereinbefore provided. tractor relating to the execution and progress of the Work and on all other matters or questions related th<:reto. The Architect's decisions in matters relating to artistic effect shall be final if consistent with the intent of the Contract Documents. r - _!wd;e- 7 RT 1.1.17 The Architect shall have ,kuthority to reject Work lOQ which does not conform to the Contract Documents. 1.3.3 Providing planning surveys, site evaluations, en vi- Whenever, in his reasonable opinion, he !onsiders it nec- ronmental studies or comparative studies of prospective essary or advisable to insure the proper implementation sites. of the intent of the Contract Documents, he will have 1.3.4 Providing design services relative to future facili- authority r:a require special inspection or testing of any ties, systems and equipment which are not intended to Work is accordance with the provisions of the Contract be constructed as part of the Project. Documents whether or not such Work be then fabricated, installed or completed. 1.35 Providing services to investigate existing condi- 1.1.18 The Archi!zct shall review and approve shop tions or facilities or to make measured drawings thereof, drawings, samples, and other submissions of the Contrac- or to verity the accuracy of drawings or other informa- tor only for conformance with the design concept of the tion furnished by the Owner. Project and for compliance with the information given 1.3.6 Preparing documents for alternate bids or out-of- in the Contract Documents. sequence services requested by the Owner. 5.1.19 The Architect shall prepare Change Orders. 1.3.7 Providing Detailed Estimates of Construction Cost 1.1.20 The Architect shall conduct inspections to de- or detailed quantity surveys or inventories of material, termine the Dates of Substantial Completion and final equipment and labor. completion, shall receive and review written guarantees 1.3.8 Providing interior design and other services re- and-related documents assembled by the Contractor, and quired for or in connection with the selection of fumi- shall issue a final Certificate for Payment. cure and furnishings. 1.1.21 The Architect shall not be responsible for the 1.3.9 Providing services for planning tenant or rental acts or omissions of the Contractor, or any Subcontrac- spaces. tors, or any of the Contractor's or Subcontractors' agents or employees, or any other persons performing any of 1.3.10 Making revisions in Drawings, Specifications or the Work. other documents when such revisions are inconsistent with written approvals or instructions previously given 1.2 PROJECT REPRESENTATION BEYOND BASIC SERVICES and are due to causes beyond the control of the Archi- 1.2.1 If more extensive representation at the site than tect.is described under Subparagraphs 1.1.10 through 1.1.21 1.3.11 Preparing supporting data and other services in inclusive is required, and if the Owner and Architect connection with Change Orders if th+: change in the agree. the Architect shall provide one or more Full-Time Basic Compensation resulting from the adjusted Contract Project Representatives to assist the Architect. Sum is not commensurate with the services required of 1.2.2 Such Full-Time Project Representatives shall be the Architect. selected, employed and directed by the Architect, and the 1.3.12 :taking investigations involving detailed apprais- Architect shall be compensated therefor as mutually als and valuations of existing facilities, and surveys or agreed between the Owner and the Architect as set forth inventories required in connection with construction in an exhibit appended to this Agreement. performed by the Owner. 1.2.3 The duties, responsibilities and limitations of au- 1.3.13 Providing consultation concerning replacement thority of such Full-Time Project Representatives shall be of any Work damaged by fire or other cause during con- set forth in an exhibit appended to this Agreement. struction, and furnishing professional services of the type AIA DOCUMENT 8141 - OWNER-ARCHITECT .AGREE.titENT . iANUARY 1974 EDITION - AIAV - 01974 4 THE AmERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK A`E.. N.W., WASHINGTON, D.C. 20006 set forth in Paragraph 1.1 as may be required in connec- 2S The Cwner sha;I furnish structural, mechanical, tion with the replacement of such Work, chemical and other laboratory tests, inspections and re- 1.3.14 Providing professional services mad? neces:zry ports as required by law or the Contract Documents. by the default of the Contractor or by major defects in 2.6 The Owner shall furnish such legal, accounting, and the, Work of the Contractor in the performance of the insurance counseling services as may be necessary for the Construction Contract. Project, and such auditing services as he may require to 1.3.1S Preparing a set of reproducible record prints of ascertain how or for what purposes the Contractor has drawings showing significant changes in the Work made used the moneys paid to him under the Construction duringthe construction Contract. process, based on marked-up prints, drawings and other data furnished by the Contrac- 2.7 The services, information, surveys and reports re- tor to the Architect_ quired by Paragraphs 2.3 through 2.6 inclusive shall be 1.116 Providing extensive assistance in the utilization furnished at the Owners expense, and the Architect shall of any equipment or system such as initial start-up or be entitled to rely upon the accuracy and completeness testing, adjusting and balancing, preparation of operation thereof. and maintenance manuals, training personnel for opera- 2.8 If the Owner becomes aware of any fault or defect tion and maintenance, and consultation during operation. in the Project or non-conformance with the Contract 1.3.17 Providing services after issuance to the Owner of Documents, he shall give prompt written notice thereof the final Certificate for Payment. to .he Architect. 1.3.18 Preparing to serve or serving as ar. expert witness 2.9 The Owner shall furnish information required of him in connection with any public hearing, arbitration pro- as exp,ditiously as necessary for the orderly progress of ceeding or legal proceeding. the Work. 13.19 Providing services of professional consultants for ARTICLE 3 other than the normal structural, mechanical and electri- CONSTRUCTION COST cal engineering services for the Project. 3.1 If the Construction Cost is to be used as the basis 1.3.20 Providing any other services not otherwise in- for determining the Architect's Compensation for Basic cluded in this Agreement or not customarily furnished in Services, it shall be the total cost or estimated cost to accordance with generally accepted architectura! practice. the Owner of all Work designed or specified by the ARTICLE 2 Architect. The Construction Cost shall be determined as follows, with precedence in the order fisted: THE OWNER'S RESPONSIBILITIES 3.1.1 For completed construction, the cost of all such 2.1 The Owner shall provide full information, including Work, i , a complete program, regarding his requirements for the 3.1.2 For Work not constructed, (1) the lowest bona fide Project. bid received from a qualified bidder for any or all of such 2.2 The Owner shall designate, when necessary, a rep- Work, or (2) if the Work is not bid, the bona fide nego- resentative authorized to act in his behalf with respect to tiated proposal submitted for any or all of such Work; or the Project. The Owner shall examine documents sub- 3.1.3 For Work for which no such bid or proposal is miffed by the Architect and shall render decisions per- received, (1) the latest Detailed Estimate of Construction taining thereto promptly, to avoid unreasonable delay in Cost if one is available, or (2) the latest Statement of the progress of the Architect's services. Probable Construction Cost. 2.3 The Owner shall furnish a certified land survey of 3.2 Construction Cost does not include the compensa- the site giving, as applicable, grades and lines of streets, tion of the Architect and his consultants, the cost of the alleys, pavements and adjoining property; rights-of-way, land, rights-of-way, or other costs which are the responsi- restrictions, easements, encroachments, zoning, deed re- bility of the Owner as provided in Paragraphs 2.3 through strictions, boundaries and contours of the site; locations, 2.6 inclusive. dimensions and complete data pertaining to existing buildings, other improvements and trees; and full infor- 3 3, The cost of labor, materials and equipment furnished mation concerning a.ailable service and utility lines both by the Owner for the Project shall be included in the public and private, above and below grade, including Construction Cost at current market rates including a inverts and depths. reasonable allowance for overhead and profit. 2.4 The Owner shall furnish the services of a soils engi- 3.4 Statements of Probable Construction Cost and De- neer or other consultant when such services are deemed tailed Cost Estimates prepared by the Architect represent necessary by the Architect, including reports, test borings, his best judgment as a design professional familiar with test pits, soil bearing values, percolation tests, air and the construction industry. It is recognized, however, that water pollution tests, ground corrosion and resistivity neither the Architect nor the Owner has any control over tests and other necessary operations for determining sub- the cost of labor, materials or equipment, over the con- soil, air and water conditions, with appropriate profes- tractors' methods of determining bid prices,or over com- sional recommendations. petitive bidding or market conditions. Accordingly, the Alit. DOCUMENT 8141 - OWNER-ARCHITECT AGREEMENT - JANUARY 1974 EDITION - AIA® - (91974 THE A,MERICAN INSTITUTE OF ARCHITECTS. 1735 NEW YORK AVE., N.W., WASHINGTON, D.C. 20W6 S Architect cannot and does not guarantee that bids wits ees, or his professional consultants in the interest of the not vary from any Statement of Probable Construction Project for the expenses listed in the following Subpara- Cost or other cost estimate prepared by him. graphs: 3S When a fixed limit of Construction Cost is estab- 5.1.1 Eag) of tta cpartation Ana lwing yNhan tg&Wd. lished as a condition of this Agreement, it shall be in eetien vviih the Pieject, 13rwdtstan%.c mils writing signed by the parties and shall include a bidding f contingency of ten percent unless another amount is . agreed upon in writing. When such a fixed limit is estab- 5.1.2 Expense of reproductions, postage and handling lished, the Architect shall be permitted to determine what of Drawings and Specifications excluding duplicate sets materials, equipment, component systems and types of at the completion of each Phase for the Owner's review construction are to be included in the Contract Docu- and approval. ments, and to make reasonable adjustments in the scope of the Project to bring it within the fixed limit. The archi- 5.1.3 If authorized in advance by the Owner, expense tect may r'4o include in the Contract Documents alter- of overtime work requiring higher than regular rates and nate bids to adjust the Construction Cost to the fixed expense of renderings or models for the Owner's use. limit. 5.1.4 Expense of computer time for professional services 3.3.1 If the Bidding or Negotiating Phase has not com- when included in Paragraph II. menced within six months after the Architect submits the Construction Documents to the Owner, any fixed limit 5.1.5 Expense of computer time when used in connec- of Construction Cost established as a condition of this tion with Additional Services. Agreement shali be adjusted to reflect any change in the genera) level of prices,which may have occurred in the ARTICLE 6 construction industry for the area in which the Project is PAYMENTS TO THE ARCHITECT located. The adjustment shall reflect changes between the date of submission of the Construction Documents 6.1 Payments on account of the Architect's Basic Serv- to the Owner and the date on which proposals are ices shall be made as follows: sought. 6.1.1 An initial payment as set forth in Paragraph II is 35.2 When a fixed limit of Construction Cost, including the minimum payment under this Agreement. the Bidding contingency (adjusted as provided in Sub- paragraph 3.5.1, if app'icable), is established as a condi- 6.9.2 Subsequent payments for Basic Services shall be tion of this Agreemer t and is exceeded by the lowest made monthly in proportion to services performed so bona fide bid or negotiated proposal, the Detailed Esti- that the compensation at the completion of each Phase, mate of Construction Cast or the Statement of Probable except when the compensation is on the basis of a Mul- Construction cost, the Owner shall (1) give written ap- tiple of Direct Personnel Expense, shall equal the follow- proval of an increase in such fixed limit, (2) authorize re- ing percentages of the total Basic Cor:lren,lation: bidding the Project within a reasonable time, or (3) co- Schematic Design Phase ... .. .. . 15% operate in revising the Project scope and quality as re- Design Development Phase .. . . .. 35% quired to reduce the Probable Construction Cost. In the Constructior; Documents Phase . .. 75% case of (3) the Architect, without additional charge, shall Bidding or Negotiation Phase . ... 800/0 modify the Drawings and Specifications as necessary to Construction Phase . . ..... .. . . . 100% bring the Construction Cost within the fixed limit. The providing of such service shall be the limit of the A chi- 6.1.3 If the Contract Time initially established in the tect`s responsibility in this regard, and having done so, Construction Contract is exceeded by more than thirty the Architect shall be entitled to compensation in accord- days through no fault of the Architect, compensation for ante with this Agreement. Basic Services performed by Principals, employees and professional consultants required to complete the Ad- ARTICLE 4 ministration of the Construction Contract beyond the DIRECT PERSONNEL EXPENSE thirtieth day shall be computed as set forth in Para- graph II for Additional Services. Direct Personnel Expense is defined as the salaries of professional, technical and clerical employees engaged Payments for Additional Services of the Architect s de on the Project by the Architect, and the cost of their defined in Paragraph 1.3, and for Reimbursable Expenses mandatory and customary benefits such as statutory em- ployee benefits, insurance, sick leave, holidays, vacations, presentation of rti_ Architect's statement of services ren- pensions and similar benefits. dered. ARTICLE 5 6.3 No deductions shall be made from the Architect's compensation on account of penalty, liquidated dam- REIMBURSABLE EXPENSES ages, or other sums withheld from payments to con- 5.1 Reimbursab„a Expenses are in addition to the Com- tractors. pensation for Basic and Additional Services and include 6.4 If the Project is suspended for more than three actual expenditures made by the Architect, his employ- months or abandoned in whole or in part, the Architect AIIA DOCUMENT 9141 • OWNER-ARCHITECT ACREE.nnENT • JANUARY 1974 EDITION • AIAS • V1974 6 THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVE., N.W., WASHINCTON, D.C. 20M shall be paid his compensation for services performed the other party to this Agreement and to the partners, prior to receipt of written notice from the Owner of such successors, assigns and legal representatives of such other suspension or abandonment, together with Reimbursable party with respect to all covenants of this Agreement. Expenses then due and all termination expenses as de- Neither the Owner nor the Architect shall assign, sublet fined in Paragraph 8.3 resulting from such suspension or or transfer his interest in this Agreement without the abandonment. If the Project is resumed after being sus- written consent of the other. pended for more than three months, the Architect's compensation shall be subject to renegotiation. ARTICLE 11 6.5 Payments due the Architect under this Agreement shall bear interest at the legal rate commencing sixty ARBITRATION days after the date of billing. 11.1 All claims, disputes and other matters in question ARTICLE 7 between the parties to this Agreement, arising out of, or ® relating to this Agreement or the ,reach thereof, shall be ARCHITECT'S ACCOUNTING RECORDS decided by arbitration in accordance with the Construc- tion Industry Arbitration Rules of the American Arbitra- Records of Reimbursable Expenses and expenses pertain- tion Association then obtaining unless the parties mutually ing to Additional Services on the Project and for services agree otherwise. No arbitration, arising out of, or relating performed on the basis of a ,'Multiple of Direct Personnel to this Agreement,shall include, by consolidation, joinder Expense shall be kept on a generally recognized account- of in any other manner, any additional party not a party ing basis and shall be available to the Owner or his to this Agreement except by written consent containing a authorized representative at mutually convenient times. specific reference to this Agreement and signed by all the parties hereto. Any consent to arbitration involving an ARTICLE 8 additional party or parties shall not constitute consent to TERMINATION O GREE.4SENT arbitration of any dispute not described therein or with any party not named or described therein. This Agreement &I This Agreement may be terminated by either party to arbitrate and any agreement to arbitrate with an addi- upon seven days' written notice should the other party tional party or parties duly consented to by the parties fail substantially to perform in accordance with its terms hereto shall be specifically enforceable under the pre- through no fault of the party initiating the termination. vailing arbitration law. 8.2 In the event of termination due to the fault of par- 11.2 Notice of the demand for arbitration shall be filed ties other than the Architect, the Architect shall be paid in writing with the other party to this Agreement and his compensation for services performed to termination with the American Arbitration Association. The demand date, including Reimbursable Expenses then due and all shall be made within a reasonable time after the claim, termination expenses. dispute or other matter in question has arisen. In no event shall the demand for arbitration be made after the 83 Termination Expenses are defined as Reimbursable date when institution of legal or equitable proceedings Expenses directly attributable to termination, plus an based on such claim, dispute or other matter in question amount computed as a percentage of the total compen- would be barred by the applicable statute of limitations. sation earned to the time of termination, as follows: 20 percent if termination occurs during the Schematic 11.3 The award rendered by the arbitrators sl.a;, be fi- Design Phase; or nal, and judgment may be entered upon it in accordance 10 percent if termination occurs during the Design De- with applicable law in any court having jurisdiction velopment Phase; or thereof. S percent if termination occurs during any subse- quent phase. ARTICLE 12 ARTICLE 9 EXTENT OF AGREEMENT OWNERSHIP OF DOCUMENTS This Agreement represents the entire and integrated. "s and Specifications as instruments of servi agreement between the Owner and the Architect and and shal the property n the w ether supersedes all prior negotiations. representations or agreements, either written or oral. This Agreement may the Project for whic a Is executed or not. be amended only by written instrument signed by both They are not to y t e on other projects Owner and Architect. or ex o this Project except by agr in writ- i g and with appropriate compensation to the Arc I A full set of mylars will be provided to City. ARTICLE 13 Ownership of d aw ngs and specifications will remain the property o the City GOVERNING LAWARTICLE 10 SUCCESSORS AND ASSIGNS Unless otherwise specified, this Agreement shall be go— The Owner and the Architect each binds himself, his erned by the law of the principal place of business of the partners, successors, assigns and legal representatives to Architect. AIA DOCUMENT 8141 - OWNER-ARCHITECT AGREEMENT - ,ANUARY 1971 EDITION - AIAV - 11974 THE AMERICAN INSTITUTE Of ARCHITECTS, 1735 NE%% YORK AVE., SAV., WASHINGTON. D.C. 20006 7 } ARTICLE 14 OTHER CONDITIONS OR SERVICES The following requirements shall be incorporated as part of the architects basic services; Provide surveillance of project construction to assure compliance with plans, specifications, and all other contract documents. as described in 1.i.14 herein. Supervise any required subsurface explorations to determine amounts of rock excavation or foundation conditions such as borings, soil tests, and the like, no matter %;,hether they are performed by the Architect/Engineer or by others paid by the City. Prepare and submit proposed contract change orders when applicable. There shall be no charge to the City when the change order is required to correct errors or omissions by the Architect/ Engineer. Submit a monthly report to the City and a copy of the report to the applicable EDA Regional Office covering the general progress of the job and describing any problems or factors con- tributing to delay. Review and approve the contractor's schedule of amounts for contract payment. Certify partial payments to contractors. Prepare "as-built" drawings after completion of the project. One copy shall be furnished to the EDA Regional Office within 60 days after all construction has been completed and the final inspection has been performed. This will be billed as additional service under Paragraph 1. 3. Review and approve Contractor's submission of samples and shop drawings , where applicable. Perform a prefinal inspection of the completed construction and as a result prepare a punch list of items to be corrected (if applicable) . This Agreement executed the day and year first written above. OvVNER ARCHITECT 0. Perform a final acceptance inspection and advise the City whether or not to a::cept the work as performed by the contractor and his/her subcontractors. The architect further agrees to comply with all Federal regulations and requirements as they ply to the Local Public Works Capital Development and Investment Program. AIA DOCUMENT 8141 • OWNER-ARCHITECT AGREEMENT • JANUARY 197A EDITION . AIA*J . `1974 8 THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVE., N.W.. WASHINGTON. D.C. Z0006 C R 974: 0 � IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first hereinabove written. CITY OF CUPERTINO, a municipal corporation By Mayor ATTEST: City Clary APPROVED AS TO FO?L'4: City Attorney SUA INCORPORATED A Bye-� ` t RESOLUTION NO. 4279 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CUPERTINO AUTHORIZING EXECUTION OF AGREEMENT WITH SUA INCORPORATED; CONSULTANT SERVICES FOR CORPORATION YARD WHEREAS, the City is desirous of engaging the services of a consultant to prepare the plans and specifications for the City's corporation yard; and WHEREAS, the firm of SUA Incorporated is qualified and willing to provide the necessary services; and WHEREAS, an agreement between the City of Cupertino and SUA Incorporated outlining the terms and conditions of the required services has been presented to the City Council; and said agreement having been approved by the Director of Public, Works and the City Attorney; NOW, THEREFORE, BE IT RESOLVED, that the Mayor and the City Clerk are hereby authorized to execute the agreement herein referred to in behalf of the City of Cupertino. PASSED AND ADOPTED at a regular meeting of the City Council of the City of Cupertino this 5rh day of October , 1976, by the following vote: Vote Members of the City Council AYES: Frolich, Jackson, Nellis, O'Keefe, Meyers NOES: None ABSENT: None ABSTAIN: None APPROVED: /s/ Robert W. Meyers Mayor, City of Cupertino ATTEST: /s/ Wm_ _E- Ryder City Clerk f , r .; C$tm ®f Cu"r"" 10300 Torre Avenue Cupertino,California 95011 Telephone (408) 252-45ni OFFICE OF THE DIRECTOR OF PlIfil-IC, WORK4 , TRANSMITTAL XEMORA,MUM DATE: November 2, 1976 TO: SUA incorporated PROJECT: Corporation lard 10380 Wilshire Boulevard_ ^no*n 500 • Los Angeles, California 90024 ATTENTION: Bruce Jacobs FILE 170. : 921004 We are enclosing the following: A fully executed agreement for consulttnr Simi moos Coimients: For your records. CITY OF CUPERTINO I/ L.awrenccr. .I. Cow CC C`Itn C�""� dam•) AdminisCrat iw, Assictant sm enc1 . Qau rTO Ellen Pagnini, Deputy City Clerk Fran Bert J. Viskovich, Dir. of Public Works pate Aug. 18, 1976 Subject Corporation Yard Master Plan Transmitted for your files is a fully executed copy of Agreement for Consultant Services for the referenced project. sm attach. 0