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HomeMy WebLinkAboutCity Hall Basement Development Project - Wilfred E. Blessing Association - 1976 Wilfred E. Blessing Association e e �� G�. �� A � Aim ' THE AMERICAN INSTITUTE OF ARCHITECTS y AIA Document 8141 Standard FForm ®f Agreement el-wween ff Owner and Arch to THIS DOCUMENT HAS IMPORTANT LEGAL CONSEQUtNCES, CONSbLTAT.0,% WITH AV ATTORNEY IS ENCOURAGED WITH RESPECT TO ITS COMPLE710N OR MO,' FICATiON AGREEMENT !naL This 26th day of October in the year o; N;netee . Hundred and seventy-six. BETWEEN the Owner: City of Cupertino 1.0300 Torre Avenue Cupertino, California 95014 and the Architect: Wilfred E. Blessing, F.A.I.A. & Associates 1905 Hamilton. Avenue San Jose, California c!5125 For the following Project: City of Cupertino laity Hall Basement Develop Ent Project. flnclude detailed descnpt+on of Project location and scope) Development of the existing basement of :he City Hall to accommodate general of% ce space. The final project program will be developed in accordance with a criteria and outline specifications provi.ied in the propc:,sal dated 8-13-76 as ameaded10--2-76. iattach The Owner and the,Architect agree as set forth below. AIA DOCUMENT Blot - OVKNER-.ARCHITECT AGREEMENT - JANUARY 1974 EDITION AIA9 - 01974 THE AMERICAN INSTITUTE OF ARCHITECTS, 173S NEW YORK AVE., N.W., WASHINGTON, D.C. 200% PERCENTAGE OF CONSTRUCTION COST L THE ARCHITECT shall provide professional services for the Project in accordance with the Terms and Conditions of this Agreement. 11. TH! 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 percent (8.2°lo) Separate Stipulated Sum Construction Contracts percent A Single Cost Plus Fee Construction Contract percent ( %) Separate Cost Plus Fee Construction Contracts percent I %) 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 ($40.00 per hour. For the purpose of this Agreement, the Principals are: Wilfred E. Blessing, F.A.I.A. Gene M. Sugimura, A.I.A. 2. Employees' time (other than Principals) at a multiple of Two Point Five f 2.5 ) times the employees' Direct Personnel Expense as defined in Article 4. 3. Services of Professional consultants at a multiple of One Point Two Five f 1.25 ) times the amount billed to the Architect for such services. C. AN INITIAL PAYMENT of Three Thousand One Hundred and 00/100 ($3,100.00) shall be made upon the authorization by the City to proceed with the project and credited to the Owner's account. (T11e Owner will also be credited for $650.00 for previous payment received). D. FOR REIMBURSABLE EXPENSES, amounts expend ed'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 ( ) mor•" , -i the date hereof, the amounts of compensation, rates and multiples set forth in Paragral. {1 •hall be subject to renegotiation. C. It is understood that the validation of this contract agreement is contingent upon the receipt of funds by the City of Cupertino from the Federal Public Works Fmployment Act of 1976, funding grant. AIA DOCUMENT 8141 • OWNER-ARCHITECT AGREEMENT • JANUARY 1974 EDITION • AIAS „ C1974 THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVE., N.W., WASHINGTON, p.C. 2WO6 2 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 .41UCTi'S SERVIC13 and p•eparing construction contracts. 1.1 BASIC SH "s CONSTRUCTION PHASE—ADMINISTRATION Of THE CONSTRUCTION CONTRACT The Archie, ?asie Services consist of the five phases descnLed 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 ser-ices included in Article 14 as when the final Certificate for Payment is issued to the Bask Services. Owner. SC ,_%"TIC 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 c-)nsist- 1 1.12 The Architect, as the representative of the Owner ing of drawings and other documents illustrating the during the Construction Phase, shall advise and consult scale and relationship of Protect components for ap- with tE:e Owner and all of the Owner's instructions to proval by the Owner. 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 Probab:r- 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 DEVELOP.-+RENT 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 determine in general if the character of the entire Project as to structural, meth:ni- Work is proceeding in accordance with 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 si.all endeavor to guard the Owner 1.15 The Architect shall submit to the Owner a further against defects and deficiencies in the Work of the Con- Statement of Probable Construction Cost. tractor. The Architect shall nt)t 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- piques, sequences or procedures.or for safety precautions Design Development Documents, for approval by the and programs in connection with the Work, and he shall Owner. Drawings and Specifications setting forth in not responsible for the Contractor's failure to carry out detail the requirements for the construction of the entire W 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- 1.1.15 Based on such observations at the site and on ditions of the Contract, and the form of Agreement the Contractors 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 Statements of Probable Con- issuance of a Certificate for Payment shall constitute a structrepresentation by the Architect to the Owner, based on general market conditions.Cost indicated by changes in requaements or the Architect's observations at the site as provided in general Subparagraph 1.1.14 and the data comprising the Appli- 1.1.8 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 in accordance with the Contract Documents (subject to BIDDING OR NEGOTIATION PHASE an evaluation of the Work fe, 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 - OWKER-ARCHITECT AGREEkIENT - JANUARY 1974 EDITION - AIAS - 01974 3 THE AMERICAN INSTITUTE Of ARCHITECTS, 1735 NEW YORK AVE., N.W.. WASHIAtGTON, D.C. :0006 Documents,to minor deviations from the Contract Dorcu- 12A Through the on-site observations by Full-Time merits correctable print to oarnpietion.and to any specific Project Representatives of the Work in progress, the At qualifications stated in the Certificate for Payment); and chitect shall endeavor to provide further protection fc- that the Contractor is entitled to payment in the amount the Owner against defer':, in the Work, but the furnish- certified. By issuing a Certificate far Payment, the Ardu- 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 %nd 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 ADDITIONAL.SERVICES ments and the impartial judge of the performance there- under by both the Owner and Contractor. The Architect The following Services shall be provided when au- shall make decisions on all claims of the arner or Con- tractorwritingOwner,relating to the execution and progress of the Work paid for by the Owner as hereinbefore provided. and on all other matters or questions related thereto. 1, The Architect's decisions in matters relating to artistic eitemenis eg the 12faie I. effect shall be final if consistent with the intent of the Contract Documents. 1.3.2 Providing financial feasibility or other special studies. 1.1.17 The Architect shall have authority to reject Work which does not conform to the Contract Documents. 1.3.3 Providing p;inning surveys, site evaluations, ertvi- Whenever, ir-. his reasonable opinion, he considers it rec- 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 13.4 Providing design services relative to future faciii- authority to require special inspection or testing or any ties, systems and equipment which are not intended to Work in accordance with the provisions of the Contract be constructed as part of the Project. Documents whether or not such Work be then fabricated, icstalled or completed. 1.S.S Providing services to investigate existing condi- 1.1.18 The Architect shall review and approve shop tions or facilities or to make measured drawings thereof, drawings, samples, and other submissions of the Contrac- or to venfv the accuracy of drawings or other informa- for only for conformance with the design concept of the tion furnished by the Owner. P;oject 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. 1.1.19 The Architect shall prepare Change Orders. 1.3.7 Providing Detailed Estimates of Construction Cost 1.1.20 The Architect shall conduct inspections tc de- or detailed quantity surveys or inventories of material, termine the Dates of Subs-antial Completion and final equipment and labor. completion, shall receive and review written guarantees 1.3.3 Providing interior design and other services n- and related documents assembled by the Contractor, and quired for or in connection with the selection of furni- shall issue a'final Certificate for Payment. ture and iurnishings. 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 anv of the Contractor's or Subcontractors' agents or employees, or any other persons performing any of 13.10 &faking revisions in Drawings, Specifications or the Work. other documents when such revisions are ncorisistent with written approvals or instructions previously given 1.2 PtkGIECT 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 serices in inclusive is required, and if the Owner and Architect connection with Change Orders if the 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 serices 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 staking inestiga!ions rook ing detailed apprais- Architect shall be compensated therefor as mutually als and i.aluations of existing facilities, and surveys or agreed between the Owner and the Architect as set forth inventories regwrecl in connection .%ith construction in an exhibit appended to this Agreement. performed by Ore Owner. 1.2.3 The duties, responsibilities and limitations of au- 1.3.13 Providing consultation concerning rep,acement thorny 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 !+1pe A1A DOCUMENT 0741 - OWNER-ARCHITECT AGREEMENT - JANUARY 1974 EDMO% - AIAIL - 51974 4 THE ANtIRICAN INSTITUTE Of ARCHITECTS, 1735 NEW YORK AVE., N.W.. WASHING70%. 0. C. 20M6 .>r set forth in Paragraph 1.1 as may be required in connec- tS The Owner shall furnish structural, mechanical. Lion with the replacement of such Work, chemical and other labo-atory tests, inspections and re- 1.3.14 Providing professional services made necessary porgy 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, accountt n& and the Work of the Contractor in the !-mformance of the insuranrP counseling services as may be necessary for the Construction Contrail Project, anti such auditing seIrvices as he may require to 1.3.15 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 Contrail. during the construction process, based on marked-up prints, drawings and other data furnished by the Contrac- t7 The services, information, surveys and reports re- te.r to the Architect. quired by Paragraphs 2.3 through 2.6 inclusive shall be 1.3.16 Providing extensive assistance in the utilization be furnished at the Owner's expense. and the Architect shall of any equipment or system such as initial start-up or thereof. 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 Cocuments, he shall give prompt written notice thereof to the Architect. the final Certificate for Payment. 2.9 The Owner shall furnish information requi=.Ed of him 1.3.18 Preparing to serve or searing :..s an expert witness as expeditiously as necessary for the orderiy progress of in connection with any public hearing, arbitration pro- the Work. ceeding or legal proceeding. ARTICLE 3 1.3.19 Providing services of professional consultants for other than the normal structural, mechanical and electri- CONSTRUCTION COST cal engineering services for the Project. 3.1 If the Consiructi:'_i 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 eluded in this Agreement or not customarily furnished in Services, it shall be the total cost or estimated cost to accordance with generally accepted architectural 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 listed: 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, ' 'n@ +,q5IS a complete program, regarding his requirements for the 31 2 For Work not constructed, (1) the lowest bona fide Project. bid received from a qua ified bidder for any or all of such 2.2 The Owner shall designate, when necessary, a rep- Work, or f2) 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 mitted 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 23 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- re,-trictions, 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 available 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 O%%ner 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 Lost of labor, materials or equipment, over the con- soil, air and water conditions, with appropriate profes- ' tractors' rniethods of determining bid prices, or over com- sionai recommendations. petitive bidding or market conditions. Accordingly, the AIA DOCUMENT 6141 - OW%ER-ARCHITECT AGREEMENT - JANUARY 1974 EDITION - AIAO - R%1974 S THE AMERICAN IrvSTITUTE OI: &RC►nTECTS, 1735 NEW YORK AVE_ N.W., WASHINGTON, D.C. 20006 e- Artl}am cannot and does not guarantee that bids will 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- 1 Cost of other cost estirta®te prepared by hiaL graphs: 3S When a fared limit of Construction Cost is estab- 5.1.1 lbhW as a condition of this Agreement, it shall be in i writhe$ signed by the parbin and shall include a bidding and felegramsi contingency of ten percent unless another amount is agreed upon in writing. When such a fixed limit is estab- lished,the Architect shall be permitted to determine what 5,t12 Expense of reproductions, postage and handling materials, equipment, component systems and types of of Drawings and Specifications excluding duplicate sets construction are to be included in the Contract Docu- at the completion of each Phase for the Owners review ments, and to make reasonable adjustments in the scope and approval. of the Project to bring it within the fixed limit. The archi- 5.1.3 If authorized in advance by the Owner, expense test may also 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 Owners use. limit. 5.1.4 Expense of computer time for professional services 33.1 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 shall be adjusted to reflect any change in the general level of prices which may have occurred in the ARTICLE 6 construction industry for the area in v+hich the Project is PAYMENTS TO T4E 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 Sen- to ?he 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 3.5.2 When a -i%ed limit of Construction Cost, including the minimum payment under this Agreement. the Bidding contingency (adjusted as provided in Sub- paragraph 3.5.1, if applicable), is established as a condi- 6.1.2 Subsequent payments for Basic Services shall be tion of this Agreement and is exceeded by the lowest made monthly in proportinn 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 Cost 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 Compensation: bidding the Project within a reasonable time, or (3) co- Schemaiic 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 Construction Documents Phase . .. 75% case of (3) the Architect, without additional charge, shall Bidding or Negotiation Phase . .. . 80% 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 Archi- 6.1.3 If the Contrat Time initially established in the tect's responsibility in this regard, and having doni 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 11 for Additional Services. Direct Personnel Expense is defined as the salaries of professional, technical and clerical employees engaged 6.2 Payments for Additional Services of the Architect as on the Project by the Architect, and the cost of thei defined in Paragraph 1.3, and for Reimbursable Expenses mandator+ and customary benefits such as statutory em- as detir:.ed in Article 5, shall be made monthly upon ployee benefits, insurance, sick leave, holidays, vacations, presentation of the Architect's statement of services ren- pensions and similar benefits. dered. ARTICLE S 6.3 No deductions shall be made from the Architect's ---------- compensation on account of penalty, liquidated aam- REIMBURSABLE EXPENSES ages, or other sums withheld from payments to coo- 5.1 Reimbursable Expenses are in addition to the Com- tractors. pensation for Basic and Additional Services and include 6.4 If the Project is sr ;pended for more than three actual expenditures made by the Architect, his employ- months or abandoned in whole or in part, the Architect AIA DOCUMENT 8141 - OWNER-ARCHITECT AGREEMENT - )ANUARY 1974 EDITION - AIAS - .F;1974 6 THE AMERiC.AN IN57iTUTE OF ARCHITECTS, 1735 NEW YORK AVE., N,W., WASHINGTON, D.C. 20W6 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 ntf such successors,assigns and legal representatives of such other suspension or abandonment, together with Reimbursable party with respect to all covenants of this, Agreement. Expentses then due -nd all ten--nation expenses as de- Neither the Owner nor the Architect shall assign, sublet fined in Pangraph 8.3 resulting from such suspension or or transfer his interest in this Agreement without the abandonment. If the Project is resumed after being sits- written consent of the outer. pended for more than three months, the Architect's compensation shall be subject to renegotiation: ARTICLE 11 6S Payments due the Architect under this Agreement shall bear interest at the legal rate commencing sixty ARBITRATION days after the date of billing. t1,1 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 breach thereof, shalt be ARCHITECT'S ACCOUNTING RECORDS decided by arbitration in accordance with the Construc- Records of Reimbursable tion industry Arbitration Rules of the American Arbitra- 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- or in any othe• 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. Ant consent to arbitration involving an ARTICLE 8 additional party or parties shall not constitute consent to TERMING a ION OF AGREEMENT arbitration of any dispute not described therein or with any party rot named or described therein. This Agreement 8.1 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 rn accordance with its terms hereto ;hall be specifically enforceable under the pre- through no fault of the party initiating the termination. railing arbitration law. 8.2 In the event of term nation due to the fault of par '11.2 Nonce of the demand for arbitration shall be filed ties other than the Architect. the Architect shall be paid in writing with the ether party to this Agreement and his compensation for services performed to termination with the Amenc►n Arbitration Association. The demand date, including Reimbursable Expenses ?hen due and all shall be made ti.ith,n a reasonable time after the claim, termination expenses. dispute or other mat?er in question has arisen. In no event shall the demand for arbitration be made after the 8.3 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 ax a percentage of the total compen- would be barred by the applicable statute of limitations saiion earned to the tirne of termination, as follows• 20 per-cent if termination c,ccurs during the Schematic 11.3 The award rendered by the arbitrators shall 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 lave in any court having jurisdiction velopment Phase; oar thereof. S percent if terrmnation occurs during anv subse- quent phase. ARTICLE 12 ARTICLE 9 EXTENT OF AGREEMENT OWNERSiiIP OF DOCUMENTS This Agreement represents the entire and integrated agreement between the Owner and the Architect and Drati%ings and Specifications as instruments of service are supersedes all prior negotiations, reprecenta!ions or and shall remain the property of the Architect whether agreements, either written or oral. This Agreement ma,. the Protect for xhich they are made is executed or not, be amended only by .%ritten instrument shined by both ,hey are not to be used bv the O�+ner on other projects Owner and Archi•ect, or extensions to this Project except by agreement in vent- ing and with appropriate compensation to the Architect. A full set of mylars will be furnished to City. ARTICLE 13 ARTICLE 10 GOVERNING LAW SUCCESSORS AND ASSIGNS Unless otherwise �per.ified, this Agreement shall be go.- The Owner and the Architect each binds himself, his, erred by the lay% elf :'ie princip,il place of business of the �;artners, successors, assigns and !egal representatives to Architect. Ai4 DOCUMENT B141 • OANMARCNIT[CT AGREEv1EN7 • I,Axu.4ttr 1974 ED1T10 + AtAS . T1974 1NE AMERICAN INSTITUTE OF ARCHIIECTS. 1735 MW YORK Wt., N.W.. 1VASMIXGTO.%, D C. 20OD6 7 ARTICLE 14 OTHER CONDITI�RIS OR SERVICES The following requ$rements shall be incorporated as part of the architects basic services; F 1. Provide surveillance of project construction to assure compliance with plans, specifications, and all other contract documents , as described in 1.1.14. 2. * Supervise any required subsurface explorations to determine amounts of rock excavation or foundation conditions such as bov:°ngs, soil tests, and the like, no matter whether they are performed by the Architect/Engineer or by others paid by the City. 3. Prepare and submit proposed contract change orders when applicable. There shal3 be no charge to the City when the change order is required to correct errors or omissions by the Architect Engineer. 4. Submit a monthly report to the City and a copy of the report to the applicable £DA 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. Provide "as-built" drawings, after completion of the project. One copy shall be furnished tc the EDA Regional Office within 60 days after all construction has been completed and the fin._ inspection has been performed. c. Review and approve Conc«ctor's submission of samples and shop drawings, where applicable. '. Perform a prefinal inspection of the completed construction and as a result prepare a piunch list of i to:s to be corrected (if applicable) . _s This Agreement executed the day and year tirst written above. Perform a final acceptance inspection and advise the City whether or not to accept tine work as performed by the contractor and his/her subcontractors. Additional Services (add to SeC%ion 1 . 3 of this agrperient) AIA DOCUMENT 1111.411 • OWNER-ARCHITECT AGKEE%4E-%T • tANUARY 1973 EDIT;Ov • AIA?+ • C1974 g THE AMERICAN INSTITUTE Of ARCHITECTS. 1735 NEW YORK AVE.. N.w., WASHENCTO`d. D C_ 20006 CA 514 In Wrn=S WHEREOF, the parties hereto have executed this Agreemat as of the date first hereinabove written. CITY OF CUPERTINO, a municipal � - corporation By ;° r Mayor ATTEST: _ City Clerk• APPROVED AS TO FORM: City Attorney WILFRED E. BLESSING F.A.I.A. & ASSOCIATES y� C-L:-1 By L 449-� RESOLUTION 90. 4278 A RESOLUTION OF THE CITY COUNCIL OF THE CITY 02 CUPERTINO AUTHORIZING EXECUTION OF AST WITH WILFRED E. BLESSING; CONSULTANT SERVICES FOR CITY HALL BASEMENT MODIFICATION WHEREAS, the City is desirous of engaging the services of a consultant to prepare the plans and specifications for City Hall Basement Iwdification project; and WHEREAS, the firm of Wilfred E. Blessing F.A.I.A. & Associates is qualified and willing to provide the necessary services; and WHEREAS, an agreement between the City of Cupertino and Wilfred E. Blessing F.A.I.A. & Associates, outlining the terms and conditions of the required services, has been presented to the City Council; and said agree- ment having 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 5th 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 ATTEST: APPROVED: /s/ Wm. E. Ryder /s/ Robert W. Mevers City Clerk Mayor, City of Cupertino ; THE AMERICAN INSTITUTE OF ARCHITECTS AlA Document B141 Standard Form of Aareement Between Owner and Architect THIS DOCUMFNT HAS IMPORTANT LEGAL CONSEQUENCES; CONSULTATION WITH AN ATTORNEY 15 ENCOURAGED V.,'ITH RESPECT TO !TS CO,VPLETIG`:OR MODIHCAT'10% AC;REEMENT made MIS 26th dzy of October in the year o \ir,eteen Hundred and Seventy-six BETWEEN the Owner: City of Cupertino • 10300 Torre Avenue Cupertino, California 95014 and t ,e Architect: Wilfred E. Blessing, F.A.Z.A. & Associates 1905 Hamilton Avenue San Jose, California 95125 For t ,e following Project: City of Cupertino Emergency Operations Center ilncluoe retailed description of Project location and scope, Remodel the existing basement of the City Hall to acco=odate an Emergency Operations Center and general office space. The final project program will be developed in accordance with the criteria and outline specifications provided in the proposal dated 8-13-76 (a t t a C h ed ) . The Gtivner and the Architect agree as set forth below. AIA DOCUMENT 6141 . OWNER-ARCHITECT AGREEMENT • JANUARY 1974 EDIT;ON • AIAS • C01974 THE AMER;CAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVE., N.W., WASHINGTON, D.C. 20006 7 r PERCENTAGE OF CONSTRUCTION COST 1. THE ARCHITECT shall provide professional services for the Project in accordance with thq Terms and Conditions of this Agreement. II. THE OWNER shall compensate the Architect, in accordance with the Terms and Conditions of this Agreement. A. FOUR 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 percent t 8.?.0%1 Separate Stipulated Sum Construction Contracts percent i ) A Single Cost Plus Fee Construction Contract percent { 01.) Separate Cost Plus Fee Construction Contracts percent ( %i 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 (S 40.00 per hour. For the purpose of this Agreement, the Principals are: Wilfred E. Blessing, F.A.I.,A. Gene M. Sugimura, A.I.A. 2. Employees' time (other than Principals) at a multiple of Two Point Five 2.5 ) times the employees' Direct Personnel Expense as defined in Article 4. 3. Services of Professional consultants at a multiple of One Point Two Five I 1.25 ) times the amount billed to the Architect for such services. C. AN INITIAL PAYMENT of Three Thousand One hundred and 00/100 ($3,100.00) shall be trade upon the authorization by the City to proceed with the project and credited to the Owner's account;. (The Owner will also be credited fggr $650.00 for previous mment received). D. FOR REIMBURSABL EXPENSES, amounts expende 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 the validation of this contract agreement is contingent upon the receipt of funds by the City of Cupertino from the Federal Public Works Employment Act of 1976, funding grant. AIA DOCUMENT BUI • OWN%-ARCHITECT AGREEMENT • JANUARY 1974 EDITION • AIA® • 91974 THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVE., N.W., WASHINGTON, D.C. 2OW6 2 y a Adak A91L TERMS AND CONDITIONS OF ACREENIENT BETWEEN OWNER AND .A.P HITECT AMCLE 9 of Probable Construction Cost, shall assist the Owner in obtaining bids or negotiated P oposals, and in awarding AVCH °S SERVICES and preparing construction cumtracts. 1.1 BASIC SEff4-§ CONSTRUCTION PHASE---ADMINISINATION The Architect's Basic Services consist of the five Of THE CONSTRUCTION CONTRACT phases described below and include normal strut- 1.1.10 The Construction Fhase 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 Basi. Services. Owner. SCH A+ATIC DESIGN PHASE 1.1.11 The Architect shall provide Administration of the 1.1.1 The Architect shall review the program fumished Construction Contract as set forth in AIA Document by the Owner.,°o 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 ast�igned thereunder 1.1.2 Based on the mutually agreed upon program, the shall not be modified without his wr0en 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 ad,,ise 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 1.13 The Architect shall submit to the Owner a State- Architect shall have authority to act on behalf of the merit 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 DFMOPhXNT 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 determine in general i` 'he character of the entire Project as to structural, mechani- Work is proceeding in accordance with the Contract cai and electrical systems. materials and such other essen- Documents. On the basis of his on-site observations as liars as may be appropriate. an architect, he shall endeavor to guard the Owner 1.1S The Architect shall submit to the Owner a further against defects 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 ineans, methods, tech- r)esign 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 :)f 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- 1.1.15 Based on such observations at the site al_.* 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 determin•, the amount owing to the Contractor and 1.1.7 The Architect shaill advise the Owner of any shall issue Cer�ificates for Payment in such amounts. The adjustments to previous Statements of Probable Con- issuance of a Certificate for Payment shall constitute a struction Cost indicated by changes in reyuire.nents 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- 1.1.8 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 govi::nmental 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 AM DOCUMENT 8141 - OWNER-ARCHITECT AGREE.MEN7 - JANUARY 1974 EDITION - AIA® - 01974 THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW PORK AVE., N.W., WASHINGTON, D.C. 20006 3 AOL Docume-its, to.minor devia'ions from the Contract Dow- 1.L4 Through the on-site observations by Full-Time emits correctable prior,to oxnpletion,and to any specific Project Representatives of the Work in progress, the Ar- qualifications stated in thrr Certificate for Payment); and chitect shall endeavor to pr+av de further protection for that *.i--Contractor is entitled to payment in the amount the Owner against defects in the Work, but the fumish- cartifed. 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 cloud the moneys paid on account of cautions and programs, oi- for the Contractor's failure to tlir- Contract Scam. perform the Work in accordance with the Contrail 1.1.16 The Architect shall be, in the first instance, the Documents. interpreter of the ri quimments of the Contract Docu- 1.3 ADOMONAL SERVtr merits and the impartial judge ref the performance there- under by both the Owner and Contractor. The Architect The following writing bSen—y shall be provided when au- shall make decisions on all claims of the Owner or Con- paid for in writing by the Owner, and they side be tractor relating to the execution and progress of the Work paid for by the Owner as hereinbefore provided. and on all other matters or questions related thereto. 1,3, The Architect's decisions in matters relating to artistic grarrifflinj effect shall be final if consistent with the intent of the mrs of tile Pit) Contract Documents. 1.3.2 Providing financial feasibility or other special studies. 1.1,17 The Architect shall have authority to reject Work wz-ich does not conform to the Contract Documents. 1.3.3 Providing planning surveys, site evaluations, envi- Whenever, in his reasoaable opinion, he considers it nec- ronmental studies or comparative studies of prospective essaly 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 'co require special inspection or testing of any ties, systems and equipment which are not intended to Work in 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. 1.3.5 Providing services to investigate existing condi- tions or facilities or to make measured drawings thereof, 1.1.18 The Architect shall review and approve shop or to verifv the accuracy of drawings or other informa- drawings, samples, and other submissions of the Contrac- tion furnished by the Owner. for only for conformance with the design concept of the Project and for compliance with the information given 1.3.6 Preparing documents for alternate bids or cut-of- in the Contract Documents. sequence services requested by the Owner. 1.1.19 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 mat riai, 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 cervices re- and related documents assembled by the Contractor, and quired for or in connection with the selection of furni- silall issue a final Certificate for Payment. cure and furnishings. 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 other Making revisions in Drawings,evisnare aisor 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 cf 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 1.3.1- Preparing supporting data and other services in inc;usive is required, and if the Owner and Architect connection with Change Orders if the 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 Making investigations involving detailed apprais- Architect shall be compensated therefor as mutually als and valuatirms of existing facilitie,, and surveys or ,igreed 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 0141 • OWNER-ARCHITECT AGREEME%T JANUARY 1974 EDITION • AIArk 1974 4 THE AMERICAN INSTITUTE OF ARCHITECTS. 1735 NEW YORK AVE., N.W., \YASHt\t,:TO`, D.C. _)%06 1 � set forth in Paragraph 1.1 as may be rewired in connec- 2.5 The Owner shall furnish structural, mechanical. tion with the replacetmmt of such Work, chemical and other laboratory tests, inspections and re- 13.14 Providing Professional services made necessary torts 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 1.3.15 Preparing a set of reproducible record prints of ascertain how or for what purposes due Contractor has drawings showing significant changes in the Work node used the moneys paid to him under due Construction dual due construction Contract during process, based on marked-up prins, 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 Owner's 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 thereof. testing, adjusting and balancing, preparation of operation 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 wish the Contract 1.3.17 Providing services after issuance to the Owner of Documents, he shall give prompt writs notice thereof the final Certificate for Payment. to the Architect. 1.3.13 Preparing to serve or serving as an expert witness 2.9 The Owner shall furnish information required of him as expeditiously as necessary for the orderly progren= of in connection with any pubuc hearing, arbitration pro- the Work. ceeding or legal proceeding. 13.19 Providing services of professional consultants for ARTICLE 33 other than the normal structural, mechanical and electri- CONSTRUCTION COST cal engineering services for the Protect. 3.1 If the Construction Cost is to use used as the basis 1.3.20 Providing any other sc-;ces not otherwise in- for determining the Architect's Compensation for Basic eluded in this Agreement or not customarily furnished i.1 Services, it shall be the total cost or estimated cost to accordance with generally accepted architectural practice the Owner of all Work designed or specified by the ARTICLE 2 A;-chitect The Construction Cost shall be determined as rcifiowc with prec:edem-e In the order listed' THE OWNER'S RESPONSIBILITIES 3.1.1 For .completed construction, the cost of all such 2.1 The Owner shall provide full information, including Aork a complete program, regarding his requirements for the 3.1.2 For Work not constructed, ,11 the lowest bona fide Protect. bid recei.ed from, a Quafltied bidder for anv or all of such 2.2 The Owner shall designate, when necessary, a rep Work or 2 it the V%ork is not bid, the bona fide nego- resentative authorized to act in his behalf with respect to bated proposal wbmitted for anv or all of such Work; or the Project. The Owner shall examine documents sub- ; 1 3 For LVork for which no such bid or proposal is mitted by the Architect and shall render decisions per.. received. 1, the latest Detailed Estimate of Construction taming thereto promptly, to avoid unreasonable delav in Cost It one is available, or Q, 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 32 Construction Cost does not include the compensa- the site giving, as applicable, grades and lines of streets, tion of the Architect arA his consultants, the cost of the alleys, pavements and adjoining property; rights-of-way, land. rights-of-wav, or other costs which are the responsi- restrictions, easements. encroachments, zoning, deed re- bility of the Owner as pro%ided in Paragraphs 2.3 through strictions, boundaries and contours of the site; locations, 2 6 mere: ,_e. dimensions and complete data pertaining to existing buildings, other improvements and trees; and full infor- 3.3 The cost of labor, materials and equipment tumished mation concerning available service and utility lines both by the Owner for the Project shall be included in the public and private, abave 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 Essimates prepared 6%o 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 As 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 %:om- sional recommendations. petitive bidding or market conditions. Accordingly, the AIA DOCUMEK7 8141 - OWNER-ARCHITECT AGREEMENT - ►ANUARY 1974 EDITION - .AIAO - b1974 THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVE., N.W.. WASHINGTON, D.C. 20006 S _ I Architect cannot and does not guarantee that bids will 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. 3.5 When a fixed limit of Construction Cost is estab- 5.1.1 - lished as a condition of this Agreement, it shall be in s writing signed by the parties and shall include a bidding of contingency of ten percent unless another amount is agreed upon in writing. When such a fixed limit is estab- lished,the Architect shall be permitted to determine what 5.12 Expense of reproductions, postage and handling materials, eq►tipment, component systems and types of of Drawings and Specifications excluding duplicate sets construction are ro be included in the Contract Docu- at the completion of each Phase for the Owner's review ments.and to ma.., reasonable adjustments in the scope and approval. 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 also 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 33.1 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 5.13 Expense of computer time when used in connec- of Construction Cost established as a condition of this tion with Additional Services. Agreement shall be adjusted to reflect any change in the general 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 33.2 When a fixed limit of Construction Cost, including the minimum payment under this Agreement. the Bidding contingency fadiusted as provided in Sub- paragraph 3.5.1, if applicable,, is established as a condi- 6.1.2 Subsequent payments for Basic Services shall be tion of this .Agreement 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 Cost or the Statement of Probable except when the compensation is on the basis of a Mul- Constructlon cost, the Owner shall ill 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 Compensation: bidding the Project within a reasonable time, or (3) co- Schematic Design Phase . . . . . . . . 15'?0 operate In revising the Project scope and quality as re- Design Development Phase . . . . . . 350% gwred to reduce the Probable Construction Cost. In the Construction Documents Phase . . . 75% case of 31 the Architect, without additional charge, shall Bidding or Negqtiation Phase, . . . . 8010 modify the Drawings and Specifications as necessary to Constructit.n Phase . . . . . . . . . . . . 100% bring the Construction Cost within the fixed limit. The providing of such service shall be the limit of the Archi- 6.1.3 If the Cc -act Time initially established in the tect's responsibility in this regard, and having done so, Construction Co: ict is exceeded by more than thirty the Architect shall be entitled to compensation in accord- days through no ilt of the .Architect, compensation for ance with this Agreement. Basic Services p�_,formed by Principals, employees and professional consultants required to complete the Ad- ARTICLE 4 ministration of the Construction Contract bevond 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 61 Payments for Additiona! Services of the Architect as tin the Project by the Architect, and the cost of t�;eir defined in Paragraph 1.3. and for Reimbursable Expenses mandatory and customary benefits such as statutory em- as defined in Article 5, shall be made monthly upon ployee benefits, insurance, sick leave, holidays, vacations, presentation of the 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 Reimbursable 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 AEA DOCUMENT 9141 - OWNER-ARCHITECT AGREEWNT - IAtrUARY 1974 EDITION - Ali* • 11974 6 THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVE., N.W.. WASHINGTON, D-C. 20006 s shall be paid his co:YW nsation for services performed the other party to this Agreement and to the partners. prior to receipt of writ en notice from the Owner of such successors,assigns and legal re;wesentatives of such other suspension or abandonment, together with Reimbursable party with respect to all covenants of this Agreement. Wises then due and all termination expenses as de- Neither the Owner nor the Architect -4-all 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 resumes after being sus- written consent of the other. pended for more than three rnrmths, 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 fr1 question between the parties to this Agreement, arising out of, or relating to this Agreement or the breat..S thereof, shall be ARCHITECT'S ACCOUNTING RECORDS decided by arbitration in accordance w.-th the Construc- tion Industry Arbitration Rules of the American Arbitra- Records of Reimbursable Expenses and expenses pertain- tion Association then obtaining unless the pasties mutually trig 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- or 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 OF AGREEMENT arbitration of any dispute not described -,herein or with anv party not named or described therein. This Agreement 8.1 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, wading 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 Bled ties other than the Architect, the Architect shall be paid in writing with the other par% to this Agreement and his compensation for services performed to termination Kith 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 8.3 Termination Expenses are defined as Reimbursable date \,.hen institution of legal or equrtabl.- proceedincs Expenses directly attributable to termination, plus an based on such claim, dispute or other matte, ;n question amount computed as a percentage of the total compen- ;,ould be barred by the appiicable .tatu!e of i,m,taiir?n, cation earned to the time of termination, as follows: 20 percent if termination occurs during the Schematic 11.3 The award rendered b•. the arbitrators :°' be it- Design Phase; or nal, and judgment rna\, be entered upon .r arco rcidme 10 percent if termination occurs dur.ng the Design De v►i!h applicable ie1& :n anti court ha^ern; ritd:crs)n %elopmcnt Phase: or thereof. percent if termination occurs outing am suhse- quent pha,e. ARTICLE 12 ARTICLE 9 EXTENT OF AGREEMENT OWNERSHIP OF DOCUMENTS This Agreement represents the ent,re r.d intec;rated agreement between the Owner and (fie Arrh.tYtt and DraNings and Specifications as instruments of service are supersedes all prior net of:ar on, represernta•�c,n> or and shall remain the property of the Architect Hhether agreements, either v%ritten or anti Teti. Agreement may the Project for which they are made is executed or not, be amended onh by written in;trunlent •.g^ed b, both Thev are not to be used by the Owner on other projects 0,.%ner and Architect. or extensions to this Project except by agreement in writ- ing and with appropriate compensation to the Architect. A full set of mylars will be furnished to City. ARTICLE 13 ARTICLE 10 GOVERNING LAW SUCCESSORS AND ASSIGNS Unless othewise specified, this Agreement ;hail be grn- The Owner and the Architect each binds himself, his erned by the law of the principal place of butanes., of the partners, successors, assigns and legal representatives to Architect. AIA DOCUMENT 11141 - OWNER-ARCHITECT AGREE%IE%T - IAVCARY 1974 EDiT!O� - AIA3 - 1:197-1 'HE AMERIC.A% i�STITCTE Of ARCHITECTS. 1735 %EN YORK ACE, NA %%ASH1%GT0% D C. 20006 7 w AR"CtE 14 OTHER CONDITIONS OR SERVICES The following requiremieats shall be incorporated as part of the architects basic services; 1. Provide surveilla=e of project construction to assure compliance with plans, specifications, and all other contract documents,. a S described in 1.1.14. 2. a Supervise any required subsurface explorations to determine amounts of rock excavation or foundation conditions such as borings, soil t-sts, and the like, no matter whether they are performed by the Architect/Engineer or by others paid by the City. 3. 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. 4. Submit. a monthly report to the City and a copy of `he report to the applicable ZDA Regional Office covering the general progress of the job and describing any problems or factors con- tributing to delay. 5. Review and approve the contractor's schedule of mounts for contract payment. 6. Certify partial payments to contractors. 7.* Provide "as-bunt" drawings after completion of the project. One copy s:.all ;;e .he ZDA Regional Office within 60 days after all. constrsctionhas been completed and zhe inspection has been performed. 8. Review and ap?rove Contractor's submission o: sa=nles and shop drawin,";s , where 9. ?erform a prefinal inspection of the cc=.pleted constr"ction and as a result p:e?are a list of ite.:s to be corrected (if a:)plicabla} . 'his Agreement execa.ted the day and year first written above. OWNER ARCHITECT 10. ?erfoo-. a final acceptance inspection- ",d advise ::.e City whether or aot to accept ..`.e we rc as ?arformed by the contractor a d his/her subcontractors. * Additional Services (add to SpCtion l . ' of this Aoreement ) AIA DOCUMENT 2141 • OWNER•ARCH,T;CT AGREE.%t:vT • (ANGARY 1574 EO,—iO'% • AiA* 9197a a THE AMERICA.* ,NSTiTUTE OF ARCHITECTS. 1735 -,En- YORK AVE., N.w., wASHi,%CTO, J C. 20006 C A W4 ° TY . in vrniESS , the parties hereto hwn emoted this AWmeseat as of the date first hereinabove written. CITY OF CUPERTINO, a municipal . corporatism Mayoa. ATTEST: _ City Clerk• APPROVED AS TO FORM: 4g, City Attorney WILFBED E. BLESSING P.A.I.A. b ASSOCIATES C� BY _ .