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1976 City Hall Basement Modification THE AMERICAN INSTITUTE OF ARCHITECTS Ii: I" " I " " ~ ¡¡; AlA Document 8141 Standard form of A.g~eement ~etweelrQ Owner all1ld Ail"CW18'~ect THIS DOCUMENT HAS IMPORT ANT LEGAL CONSEQUENCES; CONSULTATiON WITH AN ATTORNEY IS ENCOURAGED WITH RESPECT TO ITS COMPLETiON OR MODIFICATiON AGREEMENT made this 26th Hundred and Seventy-six. day of October in the year of Nineteen BETWEEN the Owner: City of Cupertino 10300 Torre Avenue Cupertino, California 95014 and the Architect: W'lf d E 1 . F A ~ re . B ess~ng, . .I.A. & Associates 1905 Hamilton Avenue San Jose, California 95125 For the following Project: City of Cupertino (Include detailed description of Project location and scope) Development of the existing basement space. The final project program will outline specifications provided in the City Hall Basement Development Project. of the City Hall to accommodate genere1 office be developed in accordance with a criteria and proposal dated 8-13-76 as amended 10-12-76. (a ttad The Owner and the Architect agree as set forth below, AlA DOCUMENT 8141 . OWNER·ARCHITECT AGREEMENT· JAI'OUARY 1974 EDITION . AIA® . @1974 THE AMERICAN INSTITUTE OF ARCHITECTS, 173S "EW YORK AVE., ".W., WASHINGTON, D. C. 20006 1 PERCENTAGE OF CONSTRUCTION COST J. 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 PERCENT AGES 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%) Separate Stipulated Sum Construction Contracts percent %) A Single Cost Plus Fee Construction Contract percent %) Separate Cost Plus Fee Construction Contracts percent ( %) 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 For the purpose of this Agreement, the Principals are: Wilfred E. Blessing, F.A.I.A. Gene M. Sugimura, A.I.A. dollars ($40. OQ per hour. 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 ( 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. (The Owner will also be credited for $650.00 for previous payment received). D, FOR REIMBURSABLE EXPENSES, amounts expenáed as defined in Artier" 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. AlA DOCUMENT 8141 . QWNER·ARCHITECT AGREEMENT· JANUARY 1974 EDITION· AIA@ . ©1974 THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVE., N.W., WASHINGTON, D. C. 20006 2 TERMS AND CONDITIONS OF AGREEMENT BETWEEN OWNER AND ARCHITECT ARTiClE 1 ARCHITECT'S SERVICES 1.1 BASIC SERVICES The Architect's Basic Services consist of the five phases described below and include normal struc- tural, mechanical and electrical engineering services and any other services included in Article 14 as Basic Services. SCHEMATIC DEStGN PHASE 1.1.1 The Architect shall review the program furnished by the Owner to ascertain the requirements of the Project and shall confirm such requirements to the Owner. 1.1.2 Based on the mutually agreed upon program, the Architect shall prepa'" Schematic Design Studies consist- ing of drawings and other documents illustrating the scale and relationship of Project components for ap~ proval by the Owner, 1.1.3 The Architect shall submit to the Owner a State- ment of Probable Construction Cost based on current area, volume or other unit costs. DESIGN DEVelOPMENT PHASE 1.1.4 The Architect shall prepare from the approved Schematic Design Studies, for approval by the Owner, the Design Development Documents consisting of drawings and other documents to fix and describe the size and character of the entire Project as to structural, mechani- cal and electrical systems, materials and such other essen- tials as may be appropriate. 1.1.5 The Architect shall submit to the Owner a further Statement of Probable Construction Cost. CONSTRUOtON DOCUMENTS PHASE 1.1.6 The Architect shall prepare from the approved Design Development Documents, for approval by the Owner, Drawings and Specifications setting forth in detail the requirements for the construction of the entire Project including the necessary bidding information, and shall assist in the preparation of bidding forms, the Con- ditions of the Contract, and the form of Agreement between the Owner and the Contractor. 1.1.7 The Architect shall advise the Owner of any adjustments to previous Statements of Probable Con- struction Cost indicated by changes in requirements or general market conditions. 1.1,B The Architect shall assist the Owner in filing the required documents for the approval of governmental authorities having jurisdiction over the Project. BtDDtNG OR NEGOTlATtON PHASE 1.1.9 The Architect, following the Owner's approval of the Construction Documents and of the latest Statement of Probable Construction Cost, shall assist the Owner in obtaining bids or negotiated proposals, and in awarding and preparing construction contracts. CONSTRUOtON PHASE - ADMINISTRATION OF THE CONSTRUOION CONTRAO 1.1.10 The Construction Phase will commence with the award of the Construction Contract and will terminate when the final Certificate for Payment is issued to the Owner. 1.1.11 The Architect shall provide Administration of the Construction Contract as set forth in AlA Document A201, General Conditions of the Contract for Construc- tion, and the extent of his duties and responsibilities and the limitations of his authority as assigned thereunder shall not be modified without his written consent. 1.1.12 The Architect, as the representative of the Owner during the Construction Phase, shall advise and consult with the Owner and all of the Owner's instructions to the Contractor shall be issued through the Architect. The Architect shall have authority to act on behalf of the Owner to the extent provided in the General Conditions unless otherwise modified in writing. 1.1.13 The Architect shall at all times have access to the Work wherever it is in preparation or progress. 1.1.14 The Architect shall make periodic visits to the site to familiarize himself generally with the progress and quality of the Work and to determine in general if the Work is proceeding in accordance with the Contract Documents. On the basis of his on-site observations as an architect, he shall endeavor to guard the Owner against defects and deficiencies in the Work of the Con- tractor, The Architect shall not be required to make exhaustive or continuous on-site inspections to check the quality or quantity of the Work, The Architect shall not be responsible for construction means, methods, tech- niques, sequences or procedures, or for safety precautions and programs in connection with the Work, and he shall not be responsible for the Contractor's failure to carry out the Work in accordance wÎth the Contract Documents. 1.1.15 Based on such observations at the site and on the Contractor's Applications for Payment, the Architect shall determine the amount owing to the Contractor and shall issue Certificates for Payment in such amounts. The issuance of a Certificate for Payment shall constitute a representation by the Architect to the Owner, based on the Architect's observations at the site as provided in Subparagraph 1,1.14 and the data comprising the Appli- cation for Payment, that the Work has progressed to the point indicated; that to the best of the Architect's knowl- edge, information and belief, the quality of the Work is in accordance with the Contract Documents {subject to an evaluation of the Work for conformance with the Contract Documents upon Substantial Completion, to the results of any subsequent tests required by the Contract AlA DOCUMENT 8141 . OWNER-ARCHITECT AGREEMENT· JANUARY 1974 EDITION . AIA® . @1974 THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVE., N.W., WASHINGTON, D. C. 20006 3 Documents, to minor deviations from the Contract Docu- ments correctable prior to completion, and to any specific qualifications stated in the Certificate for Payment); and that the Contractor is entitled to payment in the amount certified, By issuing a Certificate for Payment, the Archi- tect shall not be deemed to represent that he has made any examination to ascertain how and for what purpose the Contractor has used the moneys paid on account of the Contract Sum, 1.1.16 The Architect shall be, in the first instance, the interpreter of the requirements of the Contract Docu- ments and the impartial judge of the performance there- under by both the Owner and Contractor. The Architect shall make decisions on all claims of the Owner or Con- tractor relating to the execution and progress of the Work and on all other matters or questions related thereto. The Architect's decisions in matters relating to artistic effect shall be final if consistent with the intent of the Contract Documents. 1,1.17 The Architect shall have authority to reject Work which does not conform to the Contract Documents, Whenever, in his reasonable opinion, he considers it nec- essary or advisable to insure the proper implementation of the intent of the Contract Documents, he will have authority to require special inspection or testing of any Work in accordance with the provisions of the Contract Documents whether or not such Work be then fabricated, installed or completed. 1,1.18 The Architect shall review and approve shop drawings, samples, and other submissions of the Contrac- tor only for conformance with the design concept of the Project and for compliance with the information given in the Contract Documents. 1.1.19 The Architect shall prepare Change Orders, 1.1,20 The Architect shall conduct inspections to de- termine the Dates of Substantial Completion and final completion, shall receive and review written guarantees and related documents assembled by the Contractor, and shall issue" final Certificate for Payment. 1.1.21 The Architect shall not be responsible for the acts or omissions of the Contractor, or any Subcontracw tors, or any of the Contractor's or Subcontractors' agents or employees, or any other persons performing any of the Work, 1.2 PROJECT REPRESENTATION BEYOND BAStC SERVICES 1.2.1 If more extensive representation at the site than is described under Subparagraphs 1.1.10 through 1.1.21 inclusive is required, and if the Owner and Architect agree, the Architect shall provide one or more Full-Time Project Representatives to assist the Architect. 1.2,2 Such Full-Time Project Representatives shall be selected, employed and directed by the Architect, and the Architect shall be compensated therefor as mutually agreed between the Owner and the Architect as set forth in an exhibit appended to this Agreement. 1,2.3 The duties, responsibilities and limitations of au- thority of such Full-Time Project Representatives shall be set forth in an exhibit appended to this Agreement. 1.2.4 Through the on-site observations by Full-Time Project Representatives of the Work in progress, the Ar- chitect shall endeavor to provide further protection for the Owner against defects in the Work, but the furnish- ing of such project representation shall not make the Architect responsible for construction means, methods, techniques, sequences or procedures, or for safety pre- cautions and programs, or for the Contractor's failure to perform the Work in accordance with the Contract Documents. 1.3 ADDITIONAL SERVtCES The following Services shall be provided when au- thorized in writing by the Owner, and they shall be paid for by the Owner as hereinbefore provided. 1.31 Pre"ieiRg aFlal','&es af tAe OWFlU'3 flei.a], BRa p.ö gr;u;RmiRg tÀe requiremeRts af t!:le Pr9ject. 1.3.2 Providing financial feasibility or other special studies. 1.3.3 Providing planning surveys, site evaluations, envi- ronmental studies or comparative studies of prospective sites. 1.3.4 Providing design services relative to future facili- ties, systems and equipment which are not intended to be constructed as part of the Project, 1.3.5 Providing services to investigate existing condi~ tions or facilities or to make measured drawings thereof, or to verify the accuracy of drawings or other informa- tion furnished by the Owner. 1.3.6 Preparing documents for alternate bids or out-of- sequence services requested by the Owner. 1.3.7 Providing Detailed Estimates of Construction Cost or detailed quantity surveys or inventories of material, equipment and labor. 1.3.8 Providing interior design and other services re- quired for or in connection with the selection of furni- ture and furnishings. 1.3.9 Providing services for planning tenant or rental spaces. 1.3.10 Making revisions in Drawings, Specifications or other documents when such revisions are inconsistent with written approvals or instructions previously given and are due to causes beyond the control of the Archi- tect. 1.3.11 Preparing supporting data and other services in connection with Change Orders if the change in the Basic Compensation resulting from the adjusted Contract Sum is not commensurate with the services required of the Architect, 1.3.12 Making investigations involving detailed apprais~ als and valuations of existing facilities, and surveys or inventories required in connection with construction performed by the Owner. 1.3.13 Providing consultation concerning replacement of any VVork damaged by fire or other cause during con- struction, and furnishing professional services of the type 4 AlA DOCUMENT 8141 . OWNER·ARCHITECT AGREEMENT· JANUARY 19ï4 EDITION· AIA® . €"1974 THE AMERICAN INSTITUTE Of ARCHITECTS. 1735 NEW YORK AVE., N.W., WASHI;\IGTON, D. C. 20006 set forth in Paragraph 1.1 as may be required in connec- tion with the replacement of such Work. 1.3.14 Providing professional services made necessary by the default of the Contractor or by major defects in the Work of the Contractor in the performance of the Construction Contract. 1,3.15 Preparing a set of reproducible record prints of drawings showing significant changes in the Work made during the construction process, based on marked-up prints, drawings and other data furnished by the Contrac- tor to the Architect. 1.3.16 Providing extensive assistance in the utilization of any equipment or system such as initial start-up or testing, adjusting and balancing, preparation of operation and maintenance manuals, training personnel for opera- tion and maintenance, and consultation during operation. 1.3.17 Providing services after issuance to the Owner of the final Certificate for Payment. 1.3.18 Preparing to serve or serving as an expert witness in connection with any public hearing, arbitration pro- ceeding or legal proceeding, 1.3,19 Providing services of professional consultants for other than the normal structural, mechanical and electri- cal engineering services for the Project. 1.3.20 Providing any other services not otherwise in-" cluded in this Agreement or not customarily furnished in accordance with generally accepted architectural practice. ARTICLE 2 THE OWNER'S RESPONSIBILITIES 2.1 The Owner shall provide full information, including a complete program, regarding his requirements for the Project. 2.2 The Owner shall designate, when necessary, a rep- resentative authorized to act in his behalf with respect to the Project. The Owner shall examine documents sub- mitted by the Architect and shall render decisions per- taining thereto promptly, to avoid unreasonable delay in the progress of the Architect's services. 2.3 The Owner shall furnish a certified land survey of the site giving, as applicable, grades and lines of streets, alleys, pavements and adjoining property; rights-of-way, restrictions, easements, encroachments, zoning, deed re- strictions, boundaries and contours of the site; locations, dimensions and complete data pertaining to existing buildings, other improvements and trees; and full infor- mation concerning available service and utility lines both public and private, above and below grade, including inverts and depths. 2.4 The Owner shall furnish the services of a soils engi- neer or other consultant when such services are deemed necessary by the Architect, including reports, test borings, test pits, soil bearing values, percolation tests, air and water pollution tests, ground corrosion and resistivity tests and other necessary operations for determining sub- soil, air and water conditions, with appropriate profes- . sional recommendations. 2.5 The Owner shall furnish structural, mechanical, chemical and other laboratory tests, inspections and re- ports as required by law or the Contract Documents. 2,6 The Owner shall furnish such legal, accounting, and insurance counseling services as may be necessary for the Project, and such auditing services as he may require to ascertain how or for what purposes the Contractor has used the moneys paid to him under the Construction Contract. 2.7 The services, information, surveys and reports re- quired by Paragraphs 2.3 through 2.6 inclusive shall be furnished at the Owner's expense, and the Architect shall be entitled to rely upon the accuracy and completeness thereof. 2.8 If the Owner becomes aware of any fault or defect in the Project or non-conformance with the Contract Documents, he shall give prompt written notice thereof to the Architect, 2.9 The Owner shall furnish information required of him as expeditiously as necessary for the orderly progress of the Work. ARTICLE 3 CONSTRUCTION COST 3.1 If the Construction Cost is to be used as the basis for determining the Architect's Compensation for Basic Services, it shall be the total cost or estimated cost to the Owner of all Work designed or specified by the Architect. The Construction Cost shall be determined as follows, with precedence in the order listed: 3.1.1 For completed construction, the cost of all such Work, iAclyaiRg casts af Ff'IBR8.giPlg é:8R3tltJe:t;ÕI1, 3.1.2 For Work not constructed, (1) the lowest bona fide bid received from a qualified bidder for any or all of such Work, or (21 if the Work is not bid, the bona fide nego- tiated proposal submitted for any or all of such Work; or 3.1.3 For Work for which no such bid or proposal is received, (1) the latest Detailed Estimate of Construction Cost if one is available, or (2) the latest Statement of Probable Construction Cost. 3.2 Construction Cost does not include the compensa- tion of the Architect and his consultants, the cost of the land, rights-of-way, or other costs which are the responsi- bility of the Owner as provided in Paragraphs 2.3 through 2.6 inclusive. 3.3 The cost of labor, materials and equipment furnished by the Owner for the Project shall be included in the Construction Cost at current market rates including a reasonable allowance for overhead and profit. 3.4 Statements of Probable Construction Cost and De· tailed Cost Estimates prepared by the Architect represent his best judgment as a design professional familiar with the construction industry. It is recognized, however, that neither the Architect nor the Owner has any control over the cost of labor, materials or equipment, over the con- tractors' methods of determining bid prices, or over com- petitive bidding or market conditions. Accordingly, the AlA DOCUMENT 8141 . OWNER-ARCHITECT AGREEMENT· JANUARY· 1974 EDITION . AIA@ . ©1974 THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVE.. N.W., WASHINGTON, O. C. 20006 5 Architect cannot and does not guarantee that bids will not vary from any Statement of Probable Construction Cost or other cost estimate prepared by him. 3.5 When a fixed limit of Construction Cost is estab- lished as a condition of this Agreement, it shall be in writing signed by the parties and shall include a bidding 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 materials, equipment, component systems and types of construction are to be included in the Contract Docu- ments, and to make reasonable adjustments in the scope of the Project to bring it within the fixed limit, The archi- tect may also include in the Contract Documents alter- nate bids to adjust the Construction Cost to the fixed limit. 3.5.1 If the Bidding or Negotiating Phase has not com- menced within six months after the Architect submits the Construction Documents to the Owner, any fixed limit of Construction Cost established as a condition of this Agreement shall be adjusted to reflect any change in the general level of prices which may have occurred in the construction industry for the area in which the Project is located. The adjustment shall reflect changes between the date of submission of the Construction Documents to the Owner and the date on which proposals are sought. 3.5.2 When a fixed limit of Construction Cost, including the Bidding contingency (adjusted as provided in Sub- paragraph 3.5,1, if applicable), is established as a condi- tion of this Agreement and is exceeded by the lowest bona fide bid or negotiated proposal, the Detailed Esti· mate of Construction Cost or the Statement of Probable Construction cost, the Owner shall (1) give written ap- proval of an increase in such fixed limit, (2) authorize re- bidding the Project within a reasonable time, or (3) co- operate in revising the Project scope and quality as re- quired to reduce the Probable Construction Cost, In the case of (3) the Architect, without additional charge, shall modify the Drawings and Specifications as necessary to bring the Construction Cost within the fixed limit. The providing of such service shall be the limit of the Archi- tect's responsibility in this regard, and having done so, the Architect shall be entitled to compensation in accord- ance with this Agreement. ARTICLE 4 DIRECT PERSONNEL EXPENSE Direct Personnel Expense is defined as the salaries of professional, technical and clerical employees engaged on the Project by the Architect, and the cost of their mandatory and customary benefits such as statutory em- ployee benefits, insurance, sick leave, holidays, vacations, pensions and similar benefits. ARTIClE 5 REIMBURSABLE EXPENSES 5.1 Reimbursable Expenses are in addition to the Com- pensation for Basic and Additional Services and include actual expenditures made by the Architect, his employ- ees, or his professional consultants in the interest of the Project for the expenses listed in the following Subpara· graphs: 5.1.1 ~,<p9':1(e gf traR!: '?9rtatiaA aRå liviAg \\~eA travel ¡fig i" é:8RRë:e:ti8f1 .w itA tRt Prejeft, leRg åistaAEe falls ðflå te:legraAu; 3Aef fees ¡;aié fsr !:9£\HiR8 apprQ":¡1 Qf dulIIUliÙt:::Þ Ilav;!!!:) ju¡;::Þd;d;vlI VVCI Lilt;; Plujc\..t. 5.1.2 Expense of reproductions, postage and handling of Drawings and Specifications excluding duplicate sets at the completion of each Phase for the Owner's review and approval. 5.1.3 If authorized in advance by the Owner, expense of overtime work requiring higher than regular rates and expense of renderings or models for the Owner's use, 5.1.4 Expense of computer time for professional services when· included in Paragraph II. 5.1.5 Expense of computer time when used in connec- tion with Additional Services. ARTICLE 6 PAYMENTS TO THE ARCHITECT 6.1 Payments on account of the Architect's Basic Serv- ices shall be made as follows: 6.1.1 An initial payment as set forth in Paragraph II is the minimum payment under this Agreement. 6.1.2 Subsequent payments for Basic Services shall be made monthly in proportion to services performed so that the compensation at the completion of each Phase, except when the compensation is on the basis of a Mul- tiple of Direct Personnel Expense, shall equal the follow- ing percentages of the total Basic Compensation: Schematic Design Phase "..",. 15% Design Development Phase .."., 3S% Construction Documents Phase ... 7S% Bidding or Negotiation phase .." 80% Construction Phase ,..",..',.. 100% 6.1.3 If the Contract Time initially established in the Construction Contract is exceeded by more than thirty days through no fault of the Architect, compensation for Basic Services performed by Principals, employees and professional consultants required to complete the Ad- ministration of the Construction Contract beyond the thirtieth day shall be computed as set forth in Para- graph II for Additional Services. 6.2 Payments for Additional Services of the Architect as defined in Paragraph 1.3, and for Reimbursable Expenses as defined in Article 5, shall be made monthly upon presentation of the Architect's statement of services ren- dered. 6.3 No deductions shall be made from the Architect's compensation on account of penalty, liquidated dam- ages, or other sums withheld from payments to con- tractors. 6.4 If the Project is suspended for more than three months or abandoned in whole or in part, the Architect 6 AlA DOCUMENT 8141 . OWNER-ARCHITECT AGREEMENT· JANUARY 1974 EDITION . AIA@ . ©1974 THE AMERICAN INSTITUTE Of ARCHITECTS, 1735 NEW YORK AVE., N.W., WASHINGTON, D. C. 20006 shall be paid his compensation for services performed prior to receipt of written notice from the Owner of such suspension or abandonment, together with Reimbursable Expenses then due and all termination expenses as de- fined in Paragraph 8.3 resulting from such suspension or abandonment. If the Project is resumed after being sus- pended for more than three months, the Architect's compensation shall be subject to renegotiation; 6.5 Payments due the Architect under this Agreement shall bear interest at the legal rate commencing sixty days after the date of billing. ARTICLE 7 ARCHITECT'S ACCOUNTING RECORDS . Records of Reimbursable Expenses and expenses pertain- ing to Additional Services on the Project and for services performed on the basis of a Multiple of Direct Personnel Expense shall be kept on a generally recognized account- ing basis and shall be available to the Owner or his authorized representative at mutually convenient times. ARTICLE 8 TERMINATION OF AGREEMENT 8.1 This Agreement may be terminated by either party upon seven days' written notice should the other party fail substantially to perform in accordance with its terms through no fault of the party initiating the termination. 8.2 In the event of termination due to the fault of par- ties other than the Architect, the Architect shall be paid his compensation for services performed to termination date, including Reimbursable Expenses then due and all termination expenses. 8.3 Termination Expenses are defined as Reimbursable Expenses directly attributable to termination, plus an amount computed as a percentage of the total compen- sation earned to the time of termination, as follows: 20 percent if termination occurs during the Schematic Design Phase; or 10 percent if termination occurs during the Design De- velopmént Phase; or 5 percent if termination occurs during any subse- quent phase. ARTICLE 9 OWNERSHIP OF DOCUMENTS Drawings and Specifications as instruments of service are and shall remain the property of the Architect whether the Project for which they are made is executed or not. They are not to be used by the Owner on other projects or extensions to this Project except by agreement in writ- ing and with appropriate compensation to the Architect. A full set of my1ars will be furnished to City. ARTiClE 10 SUCCESSORS AND ASSIGNS The Owner and the Architect each binds himself, his partners, successors, assigns and legal representatives to the other party to this Agreement and to the partners, successors, assigns and legal representatives of such other party with respect to all covenants of this Agreement. Neither the Owner nor the Architect shall assign, sublet or transfer his interest in this Agreement without the written consent of the other. ARTICLE 11 ARBITRATION 11.1 All claims, disputes and other matters in q\Jestion between the parties to this Agreement, arising out of, or relating to this Agreement or the breach thereof, shall be decided by arbitration in accordance with the Construc- tion Industry Arbitration Rules of the American Arbitra- tion Association then obtaining unless the parties mutually agree otherwise. No arbitration, arising out of, or relating to this Agreement, shall include, by consolidation, joinder or in any other manner, any additional party not a party to this Agreement except by written consent containing a specific reference to this Agreement and signed by all the parties hereto. Any consent to arbitration involving an additional party or parties shall not constitute consent to arbitration of any dispute not described therein or with any party not named or described therein. This Agreement to arbitrate and any agreement to arbitrate with an addi- tional party or parties duly consented to by the parties hereto shall be specifically enforceable under the pre- vailing arbitration law. 11.2 Notice of the demand for arbitration shall be filed in writing with the other party to this Agreement and with the "merican Arbitration Association. The demand shall be made within a reasonable time after the claim, dispute or other matter in question has arisen. In no event shall the demand for arbitration be made after the date when institution of legal or equitable proceedings based on such claim, dispute or other matter in question would be barred by the applicable statute of limitations. 11.3 The award rendered by the arbitrators shall be fi- nal, and judgment may be entered upon it in accordance with applicable law in any court having jurisdiction thereof, ARTICLE 12 EXTENT OF AGREEMENT This Agreement represents the entire and integrated agreement between the Owner and the Architect and supersedes all prior negotiations, representations or agreements, either written or oral. This Agreement may be amended only by written instrument signed by both Owner and Architect. ARTICLE 13 GOVERNING LAW Unless otherwise specified, this Agreement shall be gov- erned by the law of the principal place of business of the Architect. 7 AlA DOCUMENT 8141 . OWNER-ARCHITECT AGREEMENT· JANUARY 1974 EDITJON . AIA® . ©1974 THE AMERICAN I:-.:STITUTE OF ARCHITECTS, 1735 NEW YORK AVE., N.W., WASHI:-.:GTON, D. C. 20006 ARTICLE 14 OTHER CONDITIONS OR SERVICES ... The following requirements shall be incorporated as part of the architects basic services; 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 borings, 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 shall be no charg to the City when the change order is required to correct errors or omissions by the Architec Engineer. 4. 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. 5. Review and approve the c~ntractor's schedule of amounts for contract payment. o. Certify partial payments to contractors. 7.* 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. 8. Re~ew 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 puncr. Us t of items to be corrected (if applicable). ,_ .Ii· This Agreement executed the day and year first written above, .. 10. Perform a final acceptance inspection and advise the City whether or not to accept the work as performed by the contractor and his/her subcontractors. * Additional Services (add to section 1.3 of this aqreePlent) AlA DOCUMENT 8141 . OWNER·ARCHliECT AGI<EE,'v\ENT . JANUARY 1974 EDITiON . AIA® . ©1974 THE AMERICAN I:-.ISTITUTE OF ARCHITECTS. 1735 NEW YORK AVE.. N.W" WA$HI:-.iGTON, D. C. 20006 8 CR~74 , - í , . I: , " I- i ,. .... .. .. . . ! . IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first hereinabove written. CITY OF CUPERTINO, a municipal corporation (J / Í' By . f/lJ IJ' W Mayor l/lt . .~. . ATTEST: <>" é:f? ':' . ;'i APPROVED AS TO FORM: . O~~~, City Attorney WILFRED E. BLESSING F.A.I.A. & ASSOCIATES n c..? ~.? ~Hw:- T By RESOLUTION NO. 4278 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CUPERTINO AUTHORIZING EXECUTION OF AGREEMENT 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 Modification 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 Cùpertino 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: Isl Wm. E. Ryder City Clerk Isl Robert W. Mevers Mayor, City of Cupertino THE AMERICAN INSTITUTE OF ARCHITECTS I AlA Document 8141 Standard Form of A.greement Between Owner and Architect THIS DOCUMENT HAS IMPORTANT LEGAL CONSEQUENCES; CONSULTATION WITH AN ATTORNEY IS ENCOURAGED WITH RESPECT TO ITS COMPLETION OR MODIFICATiON AGREEMENT made this 26th Hundred and Seventy-six day of October in the year of Nineteen BETWEEN the Owner: City of Cupertino 10300 Torre Avenue Cupertino, California 95014 and the Architect: Wilfred E. Blessing, F.A.I.A. & Associates 1905 Hamilton Avenue San Jose, California 95125 For the following Project: City of Cupertino Emergency Operations Center Onclude detailed description of Project location and scope) Remodel the existing basement of the City Hall to accommodate 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 (attached). The Owner and the Architect agree as set forth below, AlA DOCUMENT 8141 . OWNER-ARCHITECT AGREEMENT. JANUARY 1974 EDITION' AIA® . ©1974 THE AMERICAN INSTITUTE OF ARCHITECTS, 173S NEW YORK AVE., N.W., WASHINGTON, D. C. 20006 l' PERCENTAGE OF CONSTRUCTION COST I. THE ARCHITECT shall provide professional services for the Project in accordance with th" 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 percent (8.2%) Separate Stipulated Sum Construction Contracts A Single Cost Plus Fee Construction Contract percent %) percent %) percent %) Separate Cost Plus Fee Construction Contracts 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 For the purpose of this Agreement, the Principals are: dollars ($ 40. oq per hour. 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 ( 1. 25 I 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. (The Owner will also be credited for $650.00 for previous payment received). D, FOR REIMBURSABLE EXPENSES, amounts expended as defined in Article S. 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. AlA DOCUMENT B141 . OWNER-ARCHITECT AGREEMENT. JANUARY 1974 EDITION . AIA® . ©1974 THE AMERICAN 'NSTtTUTE OF ARCHITECTS, 1735 NEW YORK AVE., NW., WASHINGTON, D, C. 20006 2 TERMS AND CONDITIONS OF AGREEMENT BETWEEN OWNER AND ARCHITECT ARTICLE 1 ARCHITECT'S SERVICES 1.1 BASIC SERVICES The Architect's Basic Services consist of the five phases described below and include normal struc- tural, mechanical and electrical engineering services and any other services included in Article 14 as Basic Services. SCHEMATIC DESIGN PHASE 1.1.1 The Architect shall review the program furnished by the Owner to ascertain the requirements of the Project and shall confirm such requirements to the Owner. 1.1.2 Based on the mutually agreed upon program, the Architect shall prepare Schematic Design Studies consist- ing of drawings and other documents illustrating the scale and relationship of Project components for ap- proval by the Owner. 1.1.3 The Architect shall submit to the Owner a State- ment of Probable Construction Cost based on current area, volume or other unit costs. DESIGN DEVelOPMENT PHASE 1.1.4 The Architect shall prepare from the approved Schematic Design Studies, for approval by the Owner, the Design Development Documents consisting of drawings and other documents to fix and describe the size and character of the entire Project as to structural, mechani· cal and electrical systems, materials and such other essen- tials as may be appropriate, 1.1.5 The Architect shall submit to the Owner a further Statement of Probable Construction Cost. CONSTRUCTtON DOCUMENTS PHASE 1.1.6 The Architect shall prepare from the approved Design Development Documents, for approval by the Owner, Drawings and Specifications setting forth in detail the requirements for the construction of the entire Project including the necessary bidding information, and shall assist in the preparation of bidding forms, the Con- ditions of the Contract, and the form of Agreement between the Owner and the Contractor. 1.1.7 The Architect shall advise the Owner of any adjustments to previous Statements of Probable Con- struction Cost indicated by changes in requirements or general market conditions. 1.1.8 The Architect shall assist the Owner in filing the required documents for the approval of governmental authorities having jurisdiction over the Project. BIDDtNG OR NEGOTIATION PHASE 1.1.9 The Architect, following the Owner's approval of the Construction Documents and of the latest Statement of Probable Construction Cost, shall assist the Owner in obtaining bids or negotiated proposals, and in awarding and preparing construction contracts. CONSTRUCTION PHASE - ADMtNtSTRATION OF THE CONSTRUCTION CONTRACT 1.1.10 The Construction Phase will commence with the award of the Construction Contract and will terminate when the final Certificate for Payment is issued to the Owner. 1.1.11 The Architect shall provide Administration of the Construction Contract as set forth in AlA Document A201, General Conditions of the Contract for Construc- tion, and the extent of his duties and responsibilities and the limitations of his authority as assigned thereunder shall not be modified without his written consent. 1.1.12 The Architect, as the representative of the Owner during the Construction Phase, shall advise and consult with the Owner and all of the Owner's instructions to the Contractor shall be issued through the Architect. The Architect shall have authority to act on behalf of the Owner to the extent provided in the General Conditions unless otherwise modified in writing. 1.1.13 The Architect shall at all times have access to the Work wherever it is in preparation or progress. 1.1.14 The Architect shall make periodic visits to the site to familiarize himself generally with the progress and quality of the Work and to determine in general if the Work is proceeding in accordance with the Contract Documents. On the basis of his on-site observations as an architect, he shall endeavor to guard the Owner against defects and deficiencies in the Work of the Con- tractor. The Architect shall not be required to make exhaustive or continuous on-site inspections to check the quality or quantity of the Work. The Architect shall not be responsible for construction means, methods, tech- niques, sequences or procedures, or for safety precautions and programs in connection with the Work, and he shall not be responsible for the Contractor's failure to carry out the Work in accordançe with the Contract Documents, 1.1.15 Based on such observations at the site and on the Contractor's Applications for Payment, the Architect shall determine the amount owing to the Contractor and shall issue Certificates for Payment in such amounts. The issuance of a Certificate for Payment shall constitute a representation by the Architect to the Owner, based on the Architect's observations at the site as provided in Subparagraph 1,1.14 and the data comprising the Appli- cation for Payment, that the Work has progressed to the point indicated; that to the best of the Architect's knowl- edge, information and belief, the quality of the Work is in accordance with the Contract Documents (subject to an evaluation of the Work for conformance with the Contract Documents upon Substantial Completion, to the results of any subsequent tests required by the Contract AlA DOCUMENT 8141 . OWNER.ARCHITECT AGREEMENT' JANUARY 1974 EDITION . A'A® . ©1974 THE AMERICAN tNSTITUTE OF ARCHITECTS, 173S NEW YORK AVE., NW., WASHINGTON, D. C. 20006 3 Documents, to minor deviations from the Contract Docu- ments correctable prior to completion, and to any specific qualifications stated in the Certificate for Paymentl; and that the Contractor is entitled to payment in the amount certified, By issuing a Certificate for Payment, the Archi- tect shall not be deemed to represent that he has made any examination to ascertain how and for what purpose the Contractor has used the moneys paid on account of the Contract Sum, 1.1.16 The Architect shall be, in the first instance, the interpreter of the requirements of the Contract Docu- ments and the impartial judge of the performance there- under by both the Owner and Contractor, The Architect shall make decisions on all claims of the Owner or Con- tractor relating to the execution and progress of the Work and on all other matters or questions related thereto. The Architect's decisions in matters relating to artistic effect shall be final if consistent with the intent of the Contract Documents. 1.1.17 The Architect shall have authority to reject Work which does not conform to the Contract Documents, Whenever, in his reasonable opinion, he considers it nec- essary or advisable to insure the proper implementation of the intent of the Contract Documents, he will have authority to require special inspection or testing of any Work in accordance with the provisions of the Contract Documents whether or not such Work be then fabricated, installed or completed, 1.1.18 The Architect shall review and approve shop drawings, samples, and other submissions of the Contrac- tor only for conformance with the design concept of the Project and for compliance with the information given in the Contract Documents. 1.1.19 The Architect shall prepare Change Orders, 1.1.20 The Architect shall conduct inspections to de- termine the Dates of Substantial Completion and final completion, shall receive and review written guarantees and related documents assembled by the Contractor, and shall issue a final Certificate for Payment. 1.1.21 The Architect shall not be responsible for the acts or omissions of the Contractor, or any Subcontrac- tors, or any of the Contractor's or Subcontractors' agents or employees, or any other persons performing any of the Work, 1.2 PROJECT REPRESENTATION BEYOND BASIC SERVICES 1.2.1 If more extensive representation at the site than is described under Subparagraphs 1.1.10 through 1.1,21 inclusive is required, and if the Owner and Architect agree, the Architect shall provide one or more Full-Time Project Representatives to assist the Architect. 1,2.2 Such Full-Time Project Representatives shall be selected, employed and directed by the Architect, and the Architect shall be compensated therefor as mutually agreed between the Owner and the Architect as set forth in an exhibit appended to this Agreement. 1.2.3 The duties, responsibilities and limitations of au- thority of such Full-Time Project Representatives shall be set forth in an exhibit appended to this Agreement. 1.2.4 Through the on-site observations by Full-Time Project Representatives of the Work in progress, the Ar- chitect shall endeavor to provide further protection for the Owner against defects in the Work, but the furnish- ing of such project representation shall not make the Architect responsible for construction means, methods, techniques, sequences or procedures, or for safety pre- cautions and programs, or for the Contractor's failure to perform the Work in accordance with the Contract Documents. 1.3 ADDITIONAL SERVICES The following Services shall be provided when au- thorized in writing by the Owner, and they shall be paid for by the Owner as hereinbefore provided, 1.3.1 P,vw;d:..õ 0..011.;0......;0 vf l ,c; On.......,'.;o lIo;:;o;:;d.;o, alld t·IIV-' grammmg dìe re4UlrelTlel1l~ uf dn:~ Jflujt:\.:t. 1.3.2 Providing financial feasibility or other special studies. 1.3.3 Providing planning surveys, site evaluations, envi- ronmental s~udies or comparative studies of prospective sites. 1.3.4 Providing design services relative to future facili- ties, systems and equipment which are not intended to be constructed as part of the Project. 1.3.5 Providing services to investigate existing condi- tions or facilities or to make measured drawings thereof, or to verify the accuracy of drawings or other informa- tion furnished by the Owner, 1.3.6 Preparing documents for alternate bids or out-of- sequence services requested by the Owner. 1.3.7 Providing Detailed Estimates of Construction Cost or detailed quantity surveys or inventories of material, equipment and labor. 1.3.8 Providing interior design and other services re- quired for or in connection with the selection of furni- ture and furnishings. 1.3.9 Providing services for planning tenant or rental spaces. 1.3.10 Making revisions in Drawings, Specifications or other documents when such revisions are inconsistent with written approvals or instructions previously given and are due to causes beyond the control of the Archi- tect. 1.3.11 Preparing supporting data and other services in connection with Change Orders if the change in the Basic Compensation resulting from the adjusted Contract Sum is not commensurate with the services required of the Architect, 1.3.12 Making investigations involving detailed apprais- als and valuations of existing facilities, and surveys or inventories required in connection with construction performed by the Owner. 1.3.13 Providing consultation concerning replacement of any Work damaged by fire or other cause during con- struction, and furnishing professional services of the type 4 AlA DOCUMENT 8141 . OWNER-ARCHITECT AGREEMENT· JANUARY 1974 EDITION . AIA® . ©1974 THE AMERICAN INSTITUTE OF ARCHITECTS, 173S NEW YORK AVE., N.W.. WASHINGTON. D. C. 20006 set forth in Paragraph 1.1 as may be required in connec- tion with the replacement of such Work, 1.3.14 Providing professional services made necessary by the default of the Contractor or by major defects in the Work of the Contractor in the performance of the Construction Contract. 1.3.15 Preparing a set of reproducible record prints of drawings showing significant changes in the Work made during the construction process, based on marked-up prints, drawings and other data furnished by the Contrac- tor to the Architect. 1.3.16 Providing extensive assistance in the utilization of any equipment or system such as initial start-up or testing, adju~ting and balancing, preparation of operation and maintenance manuals, training personnel for opera- tion and maintenance, and consultation during operation. 1.3.17 Providing services after issuance to the Owner of the final Certificate for Payment. 1.3.18 Preparing to serve or serving as an expert witness in connection with any public hearing, arbitration pro- ceeding or legal proceeding, 1.3.19 Providing services of professional consultants for other than the normal structural, mechanical and electri- cal engineering services for the Project. 1.3.20 Providing any other services not otherwise in- cluded in this Agreement or not customarily furnished in accordance with generally accepted architectural practice, ARTICLE 2 THE OWNER'S RESPONSIBILITIES 2.1 The Owner shall provide full information, including a complete program, regarding his requirements for the Project. 2.2 The Owner shall designate, when necessary, a rep- resentative authorized to act in his behalf with respect to the Project. The Owner shall examine documents sub- mitted by the Architect and shall render decisions per- taining thereto promptly, to avoid unreasonable delay in the progress of the Architect's services, 2.3 The Owner shall furnish a certified land survey of the site giving, as applicable, grades and lines of streets, alleys, pavements and adjoining property; rights-of-way, restrictions, easements, encroachments, zoning, deed re- strictions, boundaries and contours of the site; locations, dimensions and complete data pertaining to existing buildings, other improvements and trees; and full infor- mation concerning available service and utility lines both public and private, above and below grade, including inverts and depths, 2.4 The Owner shall furnish the services of a soils engi- neer or other consultant when such services are deemed necessary by the Architect, including reports, test borings, test pits, soil bearing values, percolation tests, air and water pollution tests, ground corrosion and resistivity tests and other necessary operations for determining sub- soil, air and water conditions, with appropriate profes4 sional recommendations. 2.5 The Owner shall furnish structural, mechanical, chemical and other laboratory tests, inspections and re- ports as required by law or the Contract Documents. 2.6 The Owner shall furnish such legal, accounting, and insurance counseling services as may be necessary for the Project, and such auditing services as he may require to ascertain how or for what purposes the Contractor has used the moneys paid to him under the Construction Contract. 2.7 The services, information, surveys and reports re- quired by Paragraphs 2.3 through 2.6 inclusive shall be furnished at the Owner's expense, and the Architect shall be entitled to rely upon the accuracy and completeness thereof. 2.8 If the Owner becomes aware of any fault or defect in the Project or non-conformance with the Contract Documents, he shall give prompt written notice thereof to the Architect, 2.9 The Owner shall furnish information required of him as expeditiously as necessary for the orderly progress of the Work. ARTICLE 3 CONSTRUCTION COST 3.1 If the Construction Cost is to be used as the basis for determining the Architect's Compensation for Basic Services, it shall be the total cost or estimated cost to the Owner of all Work designed or specified by the Architect. The Construction Cost shall be determined as follows, with precedence in the order listed: 3.1.1 For completed construction, the cost of all such Work, iREih:liiiR8 ,get!;: 9f ;;RJ.RJgiRg (Q"itr-lIrtin."; 3.1.2 For Work not constructed, (1) the lowest bona fide bid received from a qualified bidder for any or all of such Work, or (2) if the Work is not bid, the bona fide nego- tiated proposal submitted for any or all of such Work; or 3.1.3 For Work for which no such bid or proposal is received, (1) the latest Detailed Estimate of Construction Cost if one is available, or (2) the latest Statement of Probable Construction Cost. 3.2 Construction Cost does not include the compensa- tion of the Architect and his consultants, the cost of the land, rights-of-way, or other costs which are the responsi- bility of the Owner as provided in Paragraphs 2.3 through 2.6 inclusive. 3.3 The cost of labor, materials and equipment furnished by the Owner for the Project shall be included in the Construction Cost at current market rates including a reasonable allowance for overhead and profit. 3.4 Statements of Probable Construction Cost and De- tailed Cost Estimates prepared by the Architect represent his best judgment as a design professional familiar with the construction industry. It is recognized, however, that neither the Architect nor the Owner has any control over the cost of labor, materials or equipment, over the (on4 tractors' methods of determining bid prices, or over com- petitive bidding or market conditions, Accordingly, the AlA DOCUMENT 8141 . OWNER-ARCHITECT AGREEMENT· JANUARY 1974 EDITION· AIA® . @1974 THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVE., NW., WASHINGTON, D. C. 20006 5 Architect cannot and does not guarantee that bids will not vary from any Statement of probable Construction Cost or other cost estimate prepared by him. 3.5 When a fixed limit of Construction Cost is estab- lished as a condition of this Agreement, it shall be in writing signed by the parties and shall include a bidding 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 materials, equipment, component systems and types of construction are to be included in the Contract Docu- ments, and to make reasonable adjustments in the scope of the Project to bring it within the fixed limit. The archi- tect may also include in the Contract Documents alter- nate bids to adjust the Construction Cost to the fixed limit. 3.5.1 If the Bidding or Negotiating Phase has not com- menced within six months after the Architect submits the Construction Documents to the Owner, any fixed limit of Construction Cost established as a condition of this Agreement shall be adjusted to reflect any change in the general level of prices which may have occurred in the construction industry for the area in which the Project is located, The adjustment shall reflect changes between the date of submission of the Construction Documents to the Owner and the date on which proposals are sought. 3.5.2 When a fixed limit of Construction Cost, including the Bidding contingency (adjusted as provided in Sub- paragraph 3.5.1, if applicable), is established as a condi- tion of this Agreement and is exceeded by the lowest bona fide bid or negotiated proposal, the Detailed Esti- mate of Construction Cost or the Statement of Probable Construction cost, the Owner shall (1) give written ap- proval of an increase in such fixed limit, (21 authorize re- bidding the Project within a reasonable time, or (3) co- operate in revising the Project scope and quality as re- quired to reduce the Probable Construction Cost. In the case of (3) the Architect, without additional charge, shall modify the Drawings and Specifications as necessary to bring the Construction Cost within the fixed limit. The providing of such service shall be the limit of the Archi- tec!'š responsibility in this regard, and having done so, . the Architect shall be entitled to compensation in accord- ance with this Agreement. ARTICLE 4 DIRECT PERSONNEL EXPENSE Direct Personnel Expense is defined as the salaries of professional, technical and clerical employees engaged on the Project by the Architect, and the cost of their mandatory and customary benefits such as statutory em- ployee benefits, insurance, sick leave, holidays, vacations, pensions and similar benefits. ARTICLE 5 REIMBURSABLE EXPENSES 5.1 Reimbursable Expenses are in addition to the Com- pensation for Basic and Additional Services and include actual expenditures made by the Architect, his employ· ees, or his professional consultants in the interest of the Project for the expenses listed in the following Subpara- graphs: 5.1.1 EXfHJRr8 'ilf traRrpartatieR aAB liuiRg "'!:IeA travel· ;11t') ;" ........"...((;Ö.. nith d.... Prejeft, ISRg aiGtaAEi8 (Jlls <lIId LdclS1CU1I3, Gild ~"';J t-'...:d fe.. ..lltlriflg JPp........"JI of au~l,v,;t;c;) I.Uy;"o jtl.;3tHeti8A a.er tRe PF9je~t. 5.1.2 Expense of reproductions, postage and handling of Drawings and Specifications excluding duplicate sets at the completion of each Phase for the Owner's review and approval. 5.1.3 If authorized in advance by the Owner, expense of overtime work requiring higher than regular rates and expense of renderings or models for the Owner's use. 5.1.4 Expense of computer time for professional services when included in Paragraph II. 5.1.5 Expense of computer time when used in connec- tion with Additional Services, ARTICLE 6 PAYMENTS TO THE ARCHITECT 6.1 Payments on account of the Architect's Basic Serv- ices shall be made as follows: 6.1.1 An initial payment as set forth in Paragraph II is the minimum payment under this Agreement. 6.1.2 Subsequent payments for Basic Services shall be made monthly in proportion to services performed so that the compensation at the completion of each Phase, except when the compensation is on the basis of a Mul- tiple of Direct Personnel Expense, shall equal the follow- ing percentages of the total Basic Compensation: Schematic Design Phase ..."... 15% Design Development Phase ....,. 3S% Construction Documents Phase. . . 75% Bidding or Negqtiation Phase .." 80% Construction Phase ............ 100% 6.1.3 If the Contract Time initially established in the Construction Contract is exceeded by more than thirty days through no fault of the Architect, compensation for Basic Services performed by Principals, employees and professional consultants required to complete the Ad- ministration of the Construction Contract beyond the thirtieth day shall be computed as set forth in Para- graph II for Additional Services. 6.2 Payments for Additional Services of the Architect as defined in Paragraph 1.3, and for Reimbursable Expenses as defined in Article S, shall be made monthly upon presentation of the Architect's statement of services ren· dered, 6.3 No deductions shall .be made from the Architect's compensation on account of penalty, liquidated dam- ages, or other sums withheld from payments to con- . tractors. 6.4 If the Project is suspended for more than three months or abandoned in whole or. in part, the Architect 6 AlA DOCUMENT 8141 . OWNER-ARCHITECT AGREEMENT. JANUARY 1974 EDITION . AIA® . ©1974 THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVE., N.W., WASHINGTON, D. C. 20006 shall be paid his compensation for services performed prior to receipt of written notice from the Owner of such suspension or abandonment, together with Reimbursable Expenses then due and all termination expenses as de- fined in Paragraph 8.3 resulting from such suspension or abandonment. If the Project is resumed after being sus- pended for more than three months, the Architect's compensation shall be subject to renegotiation. 6.5 Payments due the Architect under this Agreement shall bear interest at the legal rate commencing sixty days after the date of billing. ARTICLE 7 ARCHITECT'S ACCOUNTING RECORDS Records of Reimbursable Expenses and expenses pertain- ing to Additional Services on the Project and for services performed on the basis of a Multiple of Direct Personnel Expense shall be kept on a generally recognized account- ing basis and shall be available to the Owner or his authorized representative at mutually convenient times. ARTICLE 8 TERMINATION OF AGREEMENT 8.1 This Agreement may be terminated by either party upon seven days' written notice should the other party fail substantially to perform in accordance with its terms through no fault of the party initiating the termination. 8.2 In the event of termination due to the fault of par- ties other than the Architect, the Architect shall be paid his compensation for services performed to termination date, including Reimbursable Expenses then due and all termination expenses. 8.3 Termination Expenses are defined as Reimbursable Expenses directly attributable to termination, plus an amount computed as a percentage of the total compen- sation earned to the time of termination, as follows: 20 percent if termination occurs during the Schematic Design Phase; or 10 percent if termination occurs during the Design De- velopmént Phase; or 5 percent if termination occurs during any subse- quent phase. ARTICLE 9 OWNERSHIP OF DOCUMENTS Drawings and Specifications as instruments of service are and shall remain the property of the Architect whether the Project for which they are made is executed or not. They are not to be used by the Owner on other projects 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 ARTICLE 10 SUCCESSORS AND ASSIGNS The Owner and the Architect each binds himself, his partners, successors, assigns and legal representatives to the other party to this Agreement and to the partners, successors, assigns and legal representatives of such other party with respect to all covenants of this Agreement. Neither the Owner nor the Architect shall assign, sublet or transfer his interest in this Agreement without the written consent of the other. ARTICLE 11 ARBITRATION 11.1 All claims, disþutes and other matters in question between the parties to this Agreement, arising out of, or relating to this Agreement or the breach thereof, shall be decided by arbitration in accordance with the Construc- tion Industry Arbitration Rules of the American Arbitra- tion Association then obtaining unless the parties mutually agree otherwise. No arbitration, arising out of, or relating to this Agreement, shall include, by consolidation, joinder or in any other manner, any additional party not a party to this Agreement except by written consent containing a specific reference to this Agreement and signed by all the parties hereto. Any consent to arbitration involving an additional party or parties shall not constitute consent to arbitration of any dispute not described therein or with any party not named or described therein. This Agreement to arbitrate and any agreement to arbitrate with an addi- tional party or parties duly consented to by the parties hereto shall be specifically enforceable under the pre- vailing arbìtration law. 11.2 Notice of the demand for arbitration shall be filed in writing with the other party to this Agreement and with the American Arbitration Association. The demand shall be made within a reasonable time after the claim, dispute or other matter in question has arisen. In no event shall the demand for arbitration be made after the date when institution of legal or equitable proceedings based on such claim, dispute or other matter in question would be barred by the applicable statute of limitations. 11.3 The award rendered by the arbitrators shall be fi- nal, and judgment may be entered upon it in accordance with applicable law in any court having jurisdiction thereof. ARTICLE 12 EXTENT OF AGREEMENT This Agreement represents the entire and integrated agreement between the Owner and the Architect and supersedes all prior negotiations, representations or agreements, either written or oral. This Agreement may be amended only by written instrument signed by both Owner and Architect. City. ARTICLE 13 GOVERNING LAW Unless otherwise specified, this Agreement shall be gov- erned by the law of the principal place of business of the Architect. AlA DOCUMENT 8141 . OWNER-ARCHITECT AGREEMENT . JA~UARY 1974 EDITION . AIA® . ©1974 THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVE.. N.W., WASHINGTON, D. C. 20006 7 ARTICLE 14 OTHER CONDITIONS OR SERVICES Tbe following requirements shall be incorporated as part of the architects basic services; 1. Provide surveillance of project construction to assure compliance with plans, specifications, and all other contract documents" a S described in 1.1.14. 2. * Supervise any required subsurface explorations to determine amounts of rock excavation or foundation conditions such as borings, 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 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 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. 5. Review and approve the c:>ntractor's schedule of amounts for contract payment. 6. Certify partial payments to contractors. 7.* Provide "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 fina", inspection has been performed. 8. Review and approve Contractor's submission of samples and shop drawings, where applicable. 9. Perform a pre final 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, OWNER ARCHITECT 10. Perform a final acceptance inspection and advise the City whether or not to accept the work as performed by the contractor and his/her subcontractors. * Additional Services (add to Section 1.3 of this Aqreement) 8 AlA DOCUMENT 8141 . OWNER·ARCHITECT AGREEMENT' JANUARY 1974 EDITION. AIA® . "'1974 THE AMERICAN INSTITUTE OF ARCHITECTS, 173S NEW YORK AVE., N,W.. WASHINGTON, D. C. 20006 CR 974; , I I. I" , . . . , . \ . . 1... . .... *. . . . .' . IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first hereinabove written. , CITY OF CUPERTINO, a municipal corporation BY' flU lA1 Mayor . llit . -~. . ATTEST: m, é::fZ .: . ~i APPROVED AS TO FORM: O~~or, City Attorney WILFRED E. BLESSING F.A.I.A. & ASSOCIATES n c:..:::;; ~. 7. ~b~":- 7 By