1976 Corp Yard Master Plan Agreement
THE AMERICAN INSTITUTE OF ARCHITECTS
"EDEIVED
AlA Document 8141
Standard Form of Agreement Between
Owner and Architect
THIS DOCUMENT HAS IMPORTANT LEGAL CONSEQUENCES; CONSULTATION WITH
AN ATTORNEY IS ENCOURAGED WITH RESPEa TO ITS COMPLETION OR MODIFICATION
AGREEMENT
made this
Hundred and
25th
Seventy Six
day of
October
in the year of Nir.eteen
BETWEEN the Owner:
City of -Cupertino
10300 Torre Avenue
Cupertino, Califcrnia 95014
and the Architect:
SUA Incorporated
10880 Wilshire Boulevard
Los Angeles, California 90024
For the following Project: City of Cupertino Corporation Yard Development Project
(Include detailed description of Project location and scopel
Construction of a new corporation yard (admi.nístration/employee facilities building,
ve!úcle maintenance/shop. building, warehouse, vehicle storage). Provisions for storage
of vehicles and materials, employee pa::king, circulation, landscaping, demolition of exist.
ing buildings, and site preparation. The final project program will be developed in ac-
cordance with the criteria and outline as specified in the building program and corporatioI
yard master plan dated September 14, 1976. Attached.
The Owner and the Architect agree as set forth below.
AlA DOCUMENT BT41 . OWNER.ARCHITEa AGREEME,~T . JANUARY 1974 EDITION. AlA@) . @1974
THE AMERICAN INSTITUTE OF ARCHlTEaS, 1735 NEW YORK AVE., N.W.. WASHINGTON, D. C. 20006
PERCENTAGE OF CONSTRUCTION COST
I. THE ARCHITECT shall provide professional services for the Project in accordance with the Terms
and Conditions of this Agreement.
II, THE OWNER shall compensate the Architect, in accordance with the Terms and Conditions of
this Agreement.
A. FOR BASIC SERVICES, as described in Paragraph 1.1, Basic Compensation shall be computed
on the basis of one of the following PERCENTAGES OF CONSTRUCTION COST, as defined in
Article 3,. for portions of the Project to be awarded under
A Single Stipulated Sum Construction Contract
Separate Stipulated Sum Construction Contracts
Eight percent ( 8 %J
percent ( %J
percent ( %j
percent ( %J
A Single Cost Plus Fee Construction Contract
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:
Shimon Ben-Bassat
dollars ($40.00 per hour.
2. Employees' time (other than Principals) at a multiple of Two point eight
(2.8 ) times the employees' Direct Personnel Expense as defined in Article 4.
3. Services of Professional consultants at a multiple of One point one
(1.1 ) times the amount billed to the Architect for such services.
C. AN INITIAL PAYMENT of None
The Owner will also be credited for $2500.00 for previous payment received.
D. FOR REIMBURSABLE EXPENSES, amounts expended as defined in Article 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
( I months of the date hereof, the amounts or
compensation, rates and multiples set forth in Paragraph II shall be subject to renegotiation.
C. It is understood that validation of this agreement is contingent upon the
City receiving a grant from the Local Public Works Capital Development
Investment Program (1976). The City will authorize that the work proceed
upon proper notification from the Federal Government.
AlA DOCUMENT B141 . OWNER.ARCHITECT AGREEMENT' JANUARY 1974 EDITION. AlA@) . @1974
THE AMERICAN INSTITUTE OF ARCHITECTS, 173S 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.
CONSTRUCTION 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.
BIDDING 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 - ADMINISTRATION
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
AlO1, 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 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 1141 . 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
ancrrelated 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.
111 Pr¡ iEliAS a.il,'.' Q' tho O"'~9-'¡ .99"£, JAG ~r~
W.......iRS I". r.~.ir."'eRls 8f t"e Pr8j..1.
13.2 Pre id: '! fi"a",:ol fcal:.iI:., .r .t"", ,~«i.1
~.
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 .'-Iaking 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 ,\Ojaking 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 OOCUMENT B141 . OWNER-ARCHITECT AGREE,\\ENT . IANUARY 197. EDITIO,N . AIA@ . <197.
THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVE.. N.W., W,o\SHINGTON. 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 orderlv 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, iRol'BiR8 o..t, ~f ----8;-8 -Mdm";M;
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 consuitants, 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 C;¡st 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
A'A DOCUMENT .141 . OWNER.ARCHITECT AGREEMENT. JANUARY 1974 EDITION. AIA@ . @1974
THE AMERICAN INSTITUTE OF ARCHITECTS, 173S NEW YORK AVE.. N.W.. 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 cas' 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 refiect 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-
tec~ 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 additjon 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 Fxnpn,p"f '"n'pm,.'i"n .n~ I"'ing ~hon '""o1-
;ng iR ¡¡RReEliel\ ..ilh II", P",j",-l, Iv"5 di.l."", --Its
'ln~ tolog"m<; ,qd f995 lJaiei fer jC¿u,;,,~ o"",v,.1 ..,!
'¡utl.ð,ili.. 1,0';"5 ju,i.didiv" u,~, d,~ ~,uJ~u.
5.1.2 Expense of reproductions, postage and handling
of Drawings and Specifications excluding duplicate sets
al 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........
Design Development Phase. . . . . .
Construction Documents Phase. . .
Bidding or Negotiation Phase....
Construction Phase ............
15%
35%
75%
BO%
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 B'" . OWNER-ARCHITECT AGREEMENT. JANUARY '974 EDITION. AlAi!!> . 11>1974
THE AMERICAN INSTITUTE OF ARCHiTECTS, 173S NEW YORK AVE., N.W.. WASHINGTON. D. C. 20006
ARTICLE 9
OWNERSHIP Of DOCUMENTS
s and Specifications as instruments of servi
and shal . the property of the' wether
the Project for whic IS executed or not.
They are not to y the on other projects
or ex . a this Project except by agr in writ-
i g and with appropriate compensation to the Arc I
A full set of mylars will be provided to City. ARTICLE 13
~~er~~iP of gfaw4~g~iand specifications will remain GOVERNING LAW
ARTICLE lOP P~UCCESSORS ANB' ASSIGNS . .
Unless otherwise specified, ,his Agreement shall be gov-
The Owner and the Architect each binds himself, his erned by the law of the principal place of business of the
partners, successors, assigns and legal representatives to Architect.
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-
velopmênt Phase; or .
S percent if termination occurs during any subse-
quent phase.
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 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 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 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.
AlA DOCUMENT 8141 . OWNER-ARCHITECT AGREE."ENT . JANUARY 197. EDITION. AIA@ . @197.
THE AMERICAN INSTITUTE OF ARCHITECTS, 173S NEW YORK AVE.. N.W.. IVASHI"GTON, D. C. 20006
7
ARTICLE 14
OTHER CONDITIONS OR SERVICES
The following requirements shall be incorporated as part of the architects basic services;
Provide surveillance of project construction to assure compliance with plans, specifications,
and all other contract documents. as described in 1.1.14 herein.
Supervise any required subsurface explorations to determine amounts of rock excavation or
foundation conditions such as borings. soil tests, and the like, no matter whether they are
performed by the Architect/Engineer or by others paid by the City.
Prepare and submit proposed contract change orders when applicable. There shall be no charge
to the City when the change order is required to correct errors or omissions by the Architect/
Engineer.
Submit a monthly report to the City and a copy of the report to the applicable EDA Regional
Office covering the general progress of the job and describing any problems or factors con-
tributing to delay.
Review and approve the contractor's schedule of amounts for contract payment.
Certify partial payments to contractors.
Prepare "as-built" drawings after completion of the project. One copy shall be furnished to
the EDA Regional Office within 60 days after all construction has been completed and the final
inspection has been performed. This will be billed as additional service under
Paragraph 1.3.
Review and approve Contractor's submission of samples and shop drawings, wh':7".e app1ic~ble.
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
O.
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.
The architect further agrees to comply with all Federal regulations and requirements as they
pply to the Local Public Works Capital Development and rnves tment Program.
8
AlA DOCUMENT 8141 . OWNER-ARCHITECT AGREEMENT. JANUARY 1974 EDITION. AIA@ . @1974
THE AMERICAN INSTITUTE OF ARCHITECTS, 173S "EW YORK AVE., "w., WASHINGTON, D. C. 20006
CR9,.,
RESOLUTION NO. 4279
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CUPERTINO
AUTHORIZING EXECUTION OF AGREEMENT WITH SUA INCORPORATED;
CONSULTANT SERVICES FOR CORPORATION YARD
WHEREAS, the City is desirous of engaging the services of a consultant
to prepare the plans and specifications for the City's corporation yard; and
WHEREAS, the firm of SUA Incorporated is qualified and willing to provide
the necessary services; and
WHEREAS, an agreement between the City of Cupertino and SUA Incorporated
outlining the terms and conditions of the required services has been presented
to the City Council; and said agreement having been approved by the Director
of Public Works and the City Attorney;
NOW, THEREFORE, BE IT RESOLVED, that the Mayor and the City Clerk are
hereby authorized to execute the agreement herein referred to in behalf of the
City of Cupertino.
PASSED AND ADOPTED at a regular meeting of the City Council of the City
of Cupertino this ~ day of O~tnher ,1976, by the following vote:
Vote
Members of the City Council
AYES:
Frolich, Jackson, Nellis, O'Keefe, Meyers
NOES:
None
ABSENT:
None
ABSTAIN: None
APPROVED:
I~I Rnhert W Mever~
Mayor, City of Cupertino
ATTEST:
I~I Wm F.
City Clerk
Ryner
: ' ~~'r"'- '.9"'""'
-\
"."~._'...,.
Cthf of Cwpcrtftto
10300 Torre Avenue
Cupertino, California 95014
Telephone (408) 252-4505
OFFICE OF THE DIRECTOR OF PUBLIC WORKS
TRANSMITTAL MEMORANDL1M
DATE:
November 2, 1976
TO:
SUA Incorporated
PROJECT:
Corporation Yard
10880 hfilshire Boulevard
Room 500
Los Angeles, California 90024
ATTENTION:
Bruce Jacobs
FILE ~¡O.:
92,004
we are enclosing the following:
A fully executed agreement for cons1IltRnt sprvicpc
Comments:
For your records.
CITY OF CU~ERTINO
cc: èÕ II.... v
sm
encl.
(c,,~y dC"')
~œ..."\~~~
Lawrence J. Guy
Administrative Assistant
To
.ElleIl"X":I>I:1i~i-,Y~I'\l~1' City Clerk
Yard Master Plan
Works
Transmitted for
Consultant Services for the referenced project.
attach.
of
Dote" Aug, 18, 1976
for