HomeMy WebLinkAboutAgenda Report - December 20, 1989 (74)tea:
CITY OF LODI
PUBLIC WOPW
DEPARTMENT
TO: City Council
FROM : City Manager
1 IE11% DATE: December 20, 1989
COUNCIL COMMUNICATION �
AGENDA TITLE: Modification of Contract Agreement for Preparing Contract
Construction Documents for the City Hall Addition,
221 West Pine Street
RECOMMENDED ACTION: That the City Council approve the contract agreement
or preparing— the contract documents for the City Hall addition and authorize
the City Manager and City Clerk to execute the agreement.
BACKGROUND llqFORMAIION In October of 1985, the City entered. into a
contract agreement with Arlie Preszler for preparing the plans and
specifications for the Carnegie Forum, the City Hall addition, and the
remodeling of the existing City Hall. Since October of 1985, the Carnegie
Forum has been completed and Arlie Preszler has joined a Stockton firm which
is now called Ramsey-Preszler Architects. These changes, together with the
construction difficulties 1Ae experienced on the Carnegie Forum, require that
a rew contract be entered into which supersedes the original contract which
the City had with Arlie Preszler.
The proposed contract establishes a lump sum amount to complete the contract
plans and specifications for the City Hall addition. The contract also
provides some minimal work by the architect through the construction phase,
i .e. , review of shop draw i ngs, review and approval of change order:;, and
interpretation of contract documents. The lump sun amount required to
complete the contract documents and provide for construction review is
$15,484.23. The construction review does not include the normal contract
administration or contract coordination. Another architectural firm will be
contracted with to provide the contract coordination.
The City Attorney has reviewed and approved the attached agreement with
respect to f m and content.
` W—
Jack . Ronsko
ubl i Works II rector
JL R/mt
Attachment
cc: Building & Equipment Maintenance Supt.
Ramsey-Preszler Architects
City Attorney
APPROVED:
CCITYHA2/TXT'W.02M
Mi
FILE N0.
December 12, 1989
tom\'
AGREEMENT
made as of the
Nineteen Hundred and
BETWEEN the Owner:
and the Architect:
For the following Project:
Thirthleth day of
Ei ity--Nine
of Lodi
221 West Pins Street
Call Box3006
Lodi, California 95241- 1910
Ramsey Preszler, Inc.
Ramsey Presz:er Architects
4 South Central Court
Stockton, California 95204
September in the year of
A
Addition to the existing City Hall with related interior improvementsto the existing City Hall. Project
shall make the existing building accessible to the physicallyhondicapped in compliance with cur-
rent law. This addition provides two stories with full basement which totals opproximatetr 14A00
square feet. Minor remodel of existing building interiorwa be occomplished to accomodate the
newwork.
The Owner and Architect agree as set forth below.
TERMS AND CONDMONS OF AGREEMENT BETWEEN OWNER AND ARCHITECT
ARTICLE 1
ARCHITECT'S RESPONSIBILITIES
1.1 ARCHITECT'S SERVICES
1.1.1 The Architect's services consist of those services per-
formed by the Architect, Architect's employees and Archi-
tect's consultants as enumerated in Articles 2 and 3 of this
Agreement and any other services included in Article 12-
1. 1. 2
21.1.2 The Architect's services shall be performed as expe-
ditiously as is consistent with professionals kill and care and
the orderly progress of the work Upon request of the Owner,
the Architect shall submit for the Owners approval a sche-
dule for the performance of the Architect's servioe which
may be adjusted as the project proceeds, and shall include
allowances for periods of time required for the Owner's re-
view 2nd for approval of submissionsby authorities having
jurisdiction over the project. Time limits established by ihis
schedule approved by the Owner shall not, except for rea-
sonable cause, be exceeded by the Architect or Owner.
1.1.3 The services covered by this Agreement are subject
to the time limitations contained in Subparagraph 11.5.1.
ARTICLE 2
SCOPE OF ARCHITECT'S BASIC SERVICES
2.1 DEFINITION
231 The Architect's Basic Services consist of those de-
scribed in Paragraphs 22 through 26 and any other services
identified in Article 12 as part of Basic Services, and include
normal structural, mechanical and electrical engineering
and interior design services.
22 SCHEMATIC DESIGN PHASE
2.2.1 The Architect shall review the program furniohed by
the Owner to ascertain the requirements of the project and
shall arrive at a mutual understc -iding of such requirements
with the Owner.
2.22 The Architect shall provide a preliminary evaluation
of the Owner's program, schedule and construction budget
requirements, each in terms of the other, subject to the limi-
tations set forth in Subparagraph5.2.1.
2.2.3 The Architect shall review with the Owner alternative
approaches to design and construction of the Project.
2.2A Based on the mutually agreed-upon program, sched-
ule and construction budget requirements, the Architect
shall prepare, for approval by the Owner, Schematic Design
Documents consisting of drawings and other documents il-
lustrating the scale and relationship of Pm ject components.
2.2.5 The Architect shall submit to the Owner a p re i i m -
inary estimate of construction cost based on current area,
volume or other unit costs.
2.2.6 The Architect shall be responsible for, and its Basic Ser-
vices shall contain, in addition to those set forth in Section
2.2.1, all architectural and consultant's services needed to
provide a complete and filly adequate design of the Project
unless specifically excluded below:
1. Geological Testing
2 Material Testing
3. Topographical Survey
2.3 DESIGN DEVELOPMENT PHASE
2.3.1 Based on the approved Schematic Design Docu-
ments and any adjustment authorized by the Owner in the
program., schedule or construction budget, the Architect
shall prepare, for approval by the Owner, Design Develop-
ment Documents consisting of drawings and other docu-
ments to fix and describe the sue and character of the Pro-
ject as to architectural, stxuctural, mechanical and electrical
systems, materials and such other elements as may be ap-
propriate.
2.3.2 The Architect shall advise the Owner of any adjust-
ments to the preliminary estimate cf Construction Cost.
2A CONSTRUCTION DOCUMENTS PHASE
2.4.1 Based on the approved Design Development Door
ments and any further ad) wtments in the scope or quality cf
the Brrjsct or in the construction budget authorized by the
Owner, the Architect stall, prepare, for approval by the Own-
er, Construction Documents consisting cf Drawings and
Specifications setting forth in detail the requirements of the
construction of the Project.
2.4.2 The Architect shall assist the Owner in the pre-
paration of the necessary bidding information, bidding
forms, the Conditions of the Contract, and the fonn of Agree-
ment betweenthe Owner and Contractor.
2.4.3 The Architect shall advise the Owner of any adjust-
ments to previous preliminary estimates of Construction
Cost indicated by changes in requirements or general mar -
]at conditions.
2.4.4 The Architect shall assist the Owner in connection
with the Owner's responsibility for flluig documents required
for the approval of governmental authorities having juris-
diction over the project.
2.45 The Architect shall obtain the required building permit
and SPARC approval and shall provide required plans and
specifications and other documents necessary for City re-
view and to obtain the permit and SPARC approval. Owner
shall pay all permit fees required.
2.4.6 The Architect shall provide to the Owner an approved
sample d all interior and exterior material and color selec-
tions.
2.5 BIDDING OR NEGOTIATION PHASE
2.5.1 The Architect, following the Owner's approval of the
Construction Documents and of the latest preliminary esti-
mate of ConstrLction Cost, shall assist the Owner in obtain-
ing bids. or negotiated pmp&m4� and asai�k Fn a% ea!ding-&r�+
ert-
2.5.2 The Architect shall attend a Pre -Bid Conference, re-
spond to questions and prepare any clarifications and inter-
pretations of the Construction Documents.
2.5.3 The ,Architect skull prepare written interpretations or
corrections of the proposed Construction Docume, is for in-
corporation by the Contract Administrator into a written Ad -
den du m.
2.6 CONSTRUCTION PHASE—ADMINISTRATION
OF THE CONSTRUCTION CONTRACT
2.6.1 The Architect's responsibility to provide Basic Ser-
vices for the Construction Phase under this Agreement com-
mences with the award of the Contract for Construction and
terminates at the earlier of the issuance to the Owner of the
final Certificate for Payment of 60 days after the date of Sub-
stantial Completion of the Work, unless extended under the
terms of Subparagraph 10.3.3.
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2.6.4 The Architect sheM be ot represenimiye of a shall
advise and consult with the Owner and Cnntract Administra.
tm (1) during construction until final payment to the Con-
tractor is due, and (2)as an Additional Service at the Owner's
direction from time to time during the correction period de-
scribed in the contract for construction The Architect shall
have authority to act on behalf of the Owner only to the ex-
tent provided in this Agreement unless otherwise modified
by written instrument.
2.6.5 The Architect shall visit the site at intervals appro-
priate to the stage of construction or as otherwise agreed by
the Owner and Architect in writing beeeme generally Fe
;" deiermine in general i the Work is being performed
in a manner indicating that the Work when completed will
be in accordance with the Contract Documents. However,
the Architect shall not be required to make exhaustive or
continuous on-site inspections to check the quality or quanti-
ty of the Work. On the basis of on-site observations as an
architect, the Architect shall keep the Owner informed of the
p r o p s and quality of the Work, and shall endeavor to
Zrd the Owner against defects and efficiencies in the
rk (More extensive site representation may be agreed to
as an additional Service, as described in Paragraph 3.2.)
2.6.6 The Architect shall not have control over or change of
and shall not be responsible for construction means, meth-
ods, techniques, sequences or procedures, or for safety pre-
cautions and programs in connection with the Work, since
these are solely the Contractor's responsibility under the
Contract for Construction. The Architect shall not be re-
sponsible for the Contractor's schedules or failure to carry
out the Work in accordance with the Contract Documents.
The Architect shall not have control over or charge of acts or
omissions of the Contractor, Subcontractors, or their agents
or employees, or of any other persons performing portions of
the Work.
2.6.7 The Architect shall at all times have access to the
Work wherever it is in preparation or progress sn long as the
Architect's representatives observe all safety and security
precautions, rules and regulations as may be established by
tk Owner and Contractor.
26.8 Except as may otherwise be provided in the Ccntract
Documents or when direct communications have been spe-
cialty authorized, the Owner and Contractor shall commun-
icate through the Contract Administrator Arehi+eeh. Com-
munications by and with the Architect's consultants shall be
through the Architect.
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2.6.11 The Architect shall have authority to reject work
which does not conform to the Contract Documents. When-
ever the Architect considers it necessary or advisable for
implementation of the intent of the Contract Documents,
the Architect will have autharity to require additional inspec-
tion or testing of the Work in accordance with the provisions
of the Contract Documents, whether or not nuch Work is
fabricated, installed or completed. However, neither this au-
thority of the Atd itect nor a decision made in good faith ei-
ther to exercise or not to exercise such authority shall give
rise to a duty or responsibility of the Architect nithe Contrac-
tor, Subcontractor, material and equipment suppliers, their
agents cr employee, or other persons performing portions of
the Work. The Architect shall request all required addition-
al inspection or testing in writing to fl-, Owner. The Owner
shall coordinate the Work. All actions of the Architect shall
be made as recommendations through the Owner. The
Architect shall send the Contract Administrator copies of all
written documents originating from tk Architect.
2.6.12 The Architect shall review and approve or take oth-
er appropriate action upon Contractor's submittals such as
Shop Drawings, Project Data and Samples, but only for the
limited purpose of checking for conformance with informa-
tion given and the design concept expressed in the Contract
Documents. The Architect's action shall be taken with such
reasonable promptness as to cause no delay in the Work or
in the construction of the 0wnpr or of separate contractors,
while allowing sufficient time in the Architect's professional
judgement to permit adequate review. Review of such sub-
mittals is not conducted for the purpose of determining the
accuracy and completeness of the details such as dimen-
sions and quantities or for substantiating instruction for in-
stallation or performance of equipment or systems designed
by the Contractor, all of which remain the responsibility of
the Contractor to the extent required by the Contract Docu-
ments. The Architect's review shall not constitute approv&l of
safety precautions or, unless otherwise specifically stated by
the Architect, of construction means, methods, techniques,
sequences or procedures. The Architect's approval of a spe-
cific item shall not indicate approval of an assembly of which
the item is a component. When professional certification of
performance characteristics of materials, systems or equip-
ment is required by the Contract Documents, the Architect
shall be entitled to rely upon such certification to establish
that the materials, systems or equipment will meet the per-
formance criteria required by the Contract Documents. All
action upon submittals shall be forwarded to the Owner and
Contract Administrator.
2.6.13 The Architect shall reoiew and approve ptep*re
Change Orders and Construction Change Directives, with
supporting documentation and data if deemed necessary by
the Architect as provided in Subparagraphs 3,1.1 and 3.33,
for the Owner's approval and execution in accordance with
the Contract Documents, and may authorize minor changes
in the Work not involving an adjustment in the Contract
Sum cr an extension cf the Contract T i e which are not in-
consistent with the intent of the Contract Documents. All
minor changes in tic Work shall be reviewed and approved
by with- the Owner. The Owner wM implement all changes
made.
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2.6.1 5 The Arehikeek Contract Administator shall interpret
and decide matters eoncerrun� performance of the Owner
and Contractor under the requirements of the Contract Doc-
uments on written request of either the Owner or Contractor.
TLR'LTSR'TRClQP
A w4W is agreed
2.6.16 Interpretations and decisions of the Architect shall
be consistent with the intent of and reasonably inferable
from the Contract Documents and shall be in writing or In
the form of drawings. When making such interpretations
and initial decisions, the Architect shall endeavor to secure
faithful performance by both Owner and Contractor, shall
not show partiality to either, and shall not be liable for results
of interpretations or decisions so rendered in good faith.
2.6.17 The Owner shall render final
decisions on matters relating to aesthetics which shall be fT-
nal if consistent with the intent expressed in the Contract
Documents.
2.6.16 The Architect shall render written recommenda-
tions to the Contract Administrator within a rea-
sonable time on all claims, disputes or other matters r. ques-
tion beftmm the Owner and Contractor relating to the
execution or progress of the Work as provided in the Con-
struction Documents. The Contract Administrator
shall render final decisions on the Contract Documents.
or
as provided i De.
84krakien as
ARTICLE 3
P.DDITiONAL SERVICES
31 GENERAL
3.1.1 The services described in this Article 3 are not includ-
ed in Basic Services unless so identified in Article 12, and
they shall be paid for by the Owner as provided in this
Agreement, in addition to the compensation foi Basic Ser-
vices. The services described under Paragraphs 32 and 3.4
shall only be provided if authorized or confirmed in writing
by the Owner. If services described under Contingent Addi-
tional Services in Paragraph 33 are required due to circum-
stances beyond the Architect's control, the Architect shall
notify the Owner prior to commencing such services. If the
Owner deems that such services described under Paragraph
3.3 are not required, the Owner shall give prompt written no-
tice to the Architect. If the Owner indicates in writing that all
or part of such contingent Additional Services are not re-
quired, the Architect shall have no obligation to provide
those services.
3.2 PROJECT REPRESENTATION BEYOND BASIC
SERVICES
3.2.1 If more extensive representation at the site than is
described in Subparagraph 2.65 is required, the Architect
shall provide one or more Project Representatives to assist in
carrying out such additional on-site responsibilities.
3.3 CONTINGENT ADDITIONAL SERVICES
3.3.1 Making revisions in Drawings, Specifications or other
documents when such revisions are:
I inconsistent with approvals or instructions
i reviously given by the Owner, including revisions
made necessary by adjustments in the Owner's
program or Project budget;
.2 required by the enactment or revision of codes, laws
cr regulations subsequent to the preparation of such
documents; or
3 due to changes required as a result of the Owner's
failure to render decisions in a timely mani,,m
3.3.2 Providing services required because of significant
changes in the Prrjec t including, but not limited to, size,
quality, complexity, the Owner's schedule, or the method of
bidding or negotiating and contracting for construction, ex-
cept for services required under Subparagraph 5.2.5.
333 Preparing Drawings, Specifications and other docu-
mentation and supporting data, evaluating Contractor's pro-
posals, and providing other services in connection with
Change Orders and Construction Change Directives exclu-
sive of services required for the interpreta!ion of the Con-
struction Documents.
3.3.4 Providing services in connection with avaluating sub-
stitutions proposed by the Contractorerat•that require mak-
ing subsequent revisions to Drawings, Specifications and
other documentation resulting therefrom.
3.3.5 Providing consultation concerning replacement of
Work damaged by fire or other cause during construction,
and furnishing services required in connection with the re-
placement of such Vlork.
3.3.6 Providing services made necessary by the default of
the Contractor, by major defects or deficiencies in the Work
of 'the Contractor, or by failure of performance of either the
Owner or Contractorunder the Contract for Construction.
3.3.7 Providing services in evaluating an extensive number
of claims submitted by the Contractor or others in connec-
tion with the Work
3.3.8 Providing services in connection with a public hear-
ing, arbitration proceeding or legal proceeding except where
the Architect is party thereto.
339 PteTaring documents for shernate; separate or se-
quential bids or providing services in connection with bid-
ding, negotiation cr construction prior to the completion of
the Construction Documents Phase. Preparing documents
for alternate bids is considered a part d basic services.
3.4 OPTIONAL ADDITIONAL SERVICES
3.4.1 Providing analyses of the Owner's needs and pro.
gramming the requirements of the Project.
3.4.2 Providing firaicial feasibility or other special studies.
3.4.3 Providing planning surveys, site evaluations or com-
parative studies of prospective sites.
3.4.4 Providing special surveys, environmental studies and
submissions required for approvals of governmental authori-
ties or others having jurisdiction over the Project,
3.4.5 Providing services relative to future facilities, system
and equipment.
3.4.6 P Making investiga-
tions that require the demolition, excavation, or repair of ex-
isting conditions or facilities or to make measured drawings
thereof.
3.4.7 Frevidina servieesMaking investigations that require
the demolition, excavation, or repair of existing conditions to
verify the accuracy of drawings or other information fur-
nished by the Owner.
3.4.8 Providing coordination of construction, performed b
separate Contractors or by the Owner's own forces and
coordination of services required in connection with con-
struction performed and equipment supplied by the Owner.
3.4.9 Providing services in connection with ire work of a
construction manager or separate consultants retained by
the Owner.
3.4.14 Providing detailed estimates of Censtruction Cost
3.4.11 Providing detailed quantity surveys or inventories of
material, equipment and labor.
3.4.12 Providing analyses of owning and operating costs.
3.4.13 Providing interior design and other similar services
required for or in connection with the selection, procurement
or installation of furniture, furnishings and related e,;uip
ment.
3.4.14 Providing services for planning tenant or rental
spaces.
3.4.15 Making investigations, inventories of materials or
equipment, or valuations and detailed appraisals of existing
facihtieS.
3.4,16 Preparing a set of reproducible record drawings
showing significant changes in the Work made during can-
struction based on marked -up prints, drawings and other
date furnished by the Contractor tothe Architect.
3.4.17 Providing assistance in the utilization of equipment
cr systems such as testing, adjusting and balancing, prepara-
tion of operation and maintenance els, training per-
sonnel for operation and maintenance, and consultation
during operation.
3.4.18 Providing services after issuance to the Owner of
the final O7tificate For Payment, or in the absence ofa final
Certificate for Payment, more than 60 days after the date of
Substantial Completion of the Wmk.
3.4.19 Providing services of consultants for other than ar-
chitectural, structural, mechanicai and electrical engineer-
ing and interior design portions of the Ptojeet provided as a
part of Basic Services.
3.4.20 Providing any other services not otherwise included
in this Agreement or not customarily furnished in accor-
dance with generally accepted architectural practice.
ARTICLE 4
OWNER'S RESPONSIBILITIES
4.1 The Owner shall full information regarding require-
ments for the Pnrject, including a program which shall set
forth the Owner's objectives, schedule, constraints and crite-
ria, including space requirements and relationships, flexibili-
ty, expandability, special equipment, systems and site re-
quirements.
42 The Owner shall establish and update an overall budget
for the Project, including the Construction Cost, the Owner's
other costs and reasonable contingencies related to all of
these costs.
4.3 If requested by the Architect, the Owner shall furnish
evidence that financial arrangements have been made to
fulfill the Owner's obligations under this Agreement,
4.4 The Owner shall designate a representative authorized
to act on the Owner's behalf with respect to the Project. 'Fhe
Owner or such authorized representative shall render deci-
sions in a timely manner pertaining to documents submitted
by the Architect in order to avoid unreasonable delay In the
orderly and sequential progress of the Architect's services.
4.5 The Owner shall furnish, if requested, applicable sur-
veys describing physical characteristics, legal limitations and
utility Iocations for the site of the Proje l.) and * wMte►x-}egt4
The surveys and legal information
shall include, as applicable, grades and lines of streets, al-
leys, pavements and adjoining property and structures; ad-
jacent drainage; rights-of-way, restrictions, casements, en-
croachments, zoning, deed restrictions, boundaries and
contours of the site; locations, dimensions and necessary
data pertaining to existing buildings, other improvements
and trees; and information concerning available utility ser-
vices and lines, both public dnd pprivate, above and below
grade, including inverts and depths. All the information on
the survey shall be referenced to a project benchmark.
4.6 The Owner shall furnish the services of geotechnical en-
gineers when such services are requested by the Architect.
Such servicesmay include but are not limited to test borings,
test pits, determinations of soil bearing values, percolation
tests, evaluations of hazardous materials, ground corrosion
and resMvit., tests, including necessary operations forantic-
i
feciting sub -soil conditions, with reports and appropriate pro-
ssional recommendations.
4.6.1 The Owner shall furnish the services cf other consul-
tants when such services are reasonably required by the
scope of the Project and are requested by the Architect and
approved by the Owner -
4.7 The Owner shall furnish structural, mechanical, chemi-
cal, air and water pollution tests, tests for hazardous materi-
als, and other laboratory and environmental tests, inspec-
tions and reports required by law or the Contract
Documents.
4,8 The Owner shall furnish all legal, accounting and insu-
rance counseling services as may be necessary at any time
f6r the Project, including auditing services the Owner may
require to verify the Contractor's Applications for Payment
or to ascertain how or for what purposes the Contractor has
used the money paid by or on behalf of the Owner.
4.9 The services, information, surve-fs and reports required
by Paragraphs 4 5 through 4.8 shall be furnished at the Own-
er's expense, and the Architect shall be entitled to rely upon
the accuracy and completeness therof.
4.10 Prompt m-ltbw notice shall be given by the Owner to
the Architectif the Ownerl aware of any fault or de-
fect in the Project cr nonconformance with the Contract
Documents.
4.11 The proposed language of certificates or certifications
requested cf the Architect cr Architect's consultants shall be
submitted to the Architect for review and approval at least 14
days prior to execution. The Owner shall not request cert ifi-
cations that would require knowledge or services beyond the
scope of this Agreement.
ARTICLE 5
CONSTRUCTION COST
5.1 DEFINITION
5.1.1 The Construction Cost shall be the total cost or esti-
mated cost to the Owner of all elements of the Project de-
signed or specified by the Architect.
5.1.2 The Construction Cost shall include the cost at cur-
rent market rates of labor and materials furnished by the
Owner and equipment designed, specified, selected or spe-
ciallyprovided for by the Architect, plus a reasonable allow-
ance for the Contractor's overhead and profit. In addition, a
reasonable allowance for contingencies shall be included for
market conditions at the time of bidding and for changes in
the Work during Construction.
5.1.3 Construction Cost does not include the compensa-
tion ofthe Architect and Architect's consultants, the costs of
the land, right-of-way, firerring or other costs which are the
responsibilityof the Owner as provided in Article 4.
5.2 RESPONSIBIUTY FOR CONSTRUCTION COST
5.2.1 Evaluations of the Owner's Project budget, prelim-
inary estimates of Construction Cost and detailed estimates
of Construction Cost, if any, prepared by the Architect, rep
resent the Architect's best judgement as a design profes-
sional familiar with the construction industry. It is recog-
nized, however, that neither the Architect nor the Owner has
control over the cost of labor, materials or equipment, over
the Contractor's methods of determining bid prices, cr over
competitive bidding, market or negotiating conditions. Ac-
cordingly, the architect cannot and does not warrant cr rep-
resent that bids or negotiated prices will not vary from the
Owner's Project budget or fr .m any estimate of Construction
Cost or evaluation prepared er agreed to by the Architect.
8.2.2 No fixed limit cE Construction Cost shall be
established as a condition cf this Agreement by the furnish-
ing, proposal cr establishment c. a Project Budget, unless
such fixed limit has been agreed upon in writing and signed
by the parties hereto. If such a fixed limit has been esta-
blished, the Architect shall be permitted to include contin-
gencies for design, bidding and price escs]atim, to deter-
mine what materials, equipment, component systems and
types of construction are to be included in the Contract Doc-
uments, to make reasonable adjustments in the scope of the
Project and to include in the Contract Documents alternate
bids to adjust the Construction Cost to the fixed limit. Fixed
Iimits, if any, shall be increased in the amount of an increase
in the Contract Sum occurring after execution of the Con-
tract for Construction
fide bid or nege6eied prepasa;, Rve Owner 97A
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ARTICLE 6
USE OF AA3IITFXT'S DRAWINGS,
SPECIFICATIONS AND OTHER DOCUMENTS
6.1 The Drawings, Specifications and other documents pre-
pared by the Architect for this Project are instruments of the
Architect's service for use solely with respect to this Project
and, unless otherwise provided, the Architect shall be
deemed the author of these documents and shall retain all
common law, statutory and other reserved rights, including
the copyright. The Owner shall be permitted to retain copies,
including reproducible copies, of the Architect's Drawings,
Specifications and other documents for infounationand ref-
erence in connection with the Owner's use and occupancy of
the Project. The Architect's Drawings, Specifications or other
documents shall not be used by the Owner or others on oth-
er projects, for additions to this Project or for completion of
this Project by olis, unless the Architect is adjudged to be
in default under this Agreement, except by agreement in
writing and with aFpropriate compensation to the Architect.
The Owner's use rights shall extend to all successors and as-
signees of Owner. Reproducible drawings skall be submit-
ted to the City by the Architect and 'shall & tither the origi-
nal drawings or mylar eopics cf the originals.
The owner recognizes that changes or modifications to the
Architect's instruments of professional service introduced by
anyone other than the Arckited may result in adverse con-
sequences wkick the Arckited can neither predict nor con-
trol. Therefore, and in consideration cf the Architect's agree-
ment to deliver its instruments of professional service in
machine readable form, the C?wner agrees, to t k fullest ex-
tent permitted by law; to hold harmless and indemnify the
Architect from and against all claims, liabilities, losses, dam-
ages, and costs, including but pbt limited to attorney's fees,
arising out of or in any way connected with the modification,
misinterpretation, nda e, or reuse by others of the machine
readable information and data provided by the Architect un-
der this Agreement, The foregoing indemnification applies,
without limitation, to any use of the project documentation
on other projects, for additions to this project, or for comple-
tion of tkis project by others, excepting only suck use as may
be authorized, in writing, by the Architect.
In addition, the Architect shall also provide electronic copies
of all computer-aided drafting (CAD) drawing files and ne-
cessary module and symbol libraries used in this project
aiong with a list of file ncmes and descriptions. 2he Owner
will be responsible for any necessary conversion for use in
Owner's CAD system,
6.2 Submission or distribution of documents to meet offi-
cial regulatory requirements or for similar purposes in con-
nection with the Project is not to be construed as publication
in derogation cf the Architect's reserved rights.
ARTICLE 8
TERMINATION, SUSPENSION OR ABANDONMENT
8.1 This Agreement may be terminated by either party
upon not less than seven days' written notice should the oth-
er party fail substantially to perform in accordance with the
terms of this Agreement through no fault of the party initiat-
ing the termination.
8.2 If the Project is suspended by the Owner for more than
30 consecutive days, the Architect shall be compensated for
services performed prior to notice of such suspension.
When the Project is resumed, the Architect's compensation
shall be equitably adjusted to provide for expenses incurred
in the interruption and resumption of the Architect's
services.
8.3 This Agreement may be terminated by the Owner upon
not less than seven days' written notice to the Architect in
the went that the Project is permanently abandoned. If the
Project is abandoned by the Owner for mare than 90 consee-
utive days the Architect may terminate this Agreement by
giving written notice
8A Failure of the Owner to make payments to the Architect
in accordance with this Agreement shall be considered sub-
stantial nonperformance and cause for termination. Similar-
ly, failure of the Architect to make prompt payment to its
consultants, employees, or creditors who m y have stop no-
tice rights against the Project shall be considered substantial
nonperformance by the Architect and grounds for termina-
tion jot default hereunder.
8.5 If the Owner fails to make payment when due the Ar-
chitect for services and expenses, the Architect may, upon
seven days' written notice to the Owner, suspend perfor-
mance of services under this Agreement. Utiles payment in
full is received by the Architect within seven days of the date
of the notice, the suspension shall take effect without further
notice.
ohall have no &P-th""ese
8.6 In the event of termination not the fault of the Archi-
tect, the Architect shall be compensated for services per-
formed prior to termination, togetherwith Reimbursable Ex -
s then due and all Termination Expenses as defined in
graph 8.7.
8.7 Termination Expenses are in addition to compensation
for Basic and Additional Services, and include expenses
which are directly attributable to termination. Termination
Expenses shall be computed as a percentage of the total
compensation for Basic Services and Additional Services
earned to the time of termination, as follows:
.1 Twenty pezoent of the total compensation for Basic
and Additional Services earned to date if termination
occurs before or during the predesign, site analysis,
or Schematic Design Phases; or
.2 Ten percent of the total compensation for Basic and
Additional Services earned to date if terminat+ )n
occurs during the Design Development Phase; or
.3 Five percent of the total compensation for Basic and
Additional Services eamed to date if termination
occurs during any subsequentphase.
ARTICLE 9
MISCELLANEOUS PROVISIONS
9.1 Unless otherwise provided, this Agreement shall be
governed by the law of the principal place of business of the
Owner ,kvekilee!
9.2 Terms in this Agreement shall have the same meaning
as those in AIA Document A201, General Conditions of the
Contract for Construction, current as cf the date of this
Agreement.
9.3 Causes cf action beb-mm the Parties to this Agreement
pertaining to acts or failures to act shall be deemed to have
accrued and the applicable statutes of limitations shall com-
mence to run not later than either the date of Substantial
Completion for acts or failures to act occurring prior to Sub-
stantial Completion, or the date of issuance of the final Cer-
tificate for Payment for acts or failures to act occurring after
Substantial Completion.
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9.5 The Owner and Architect, respectively, bind them-
selves. their partners successors, assigns and legal repre-
sentatives 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 Agree-
ment. Neither Owner nor Architect shall assign this Agree-
ment without the written consent of the other.
9.6 This Agreement represents the entire and integrated
agreement between the Owner and Architect and super-
sedes all prior negotiations, representations or agreements,
either written or oral. This Agreement may be amended only
by writbai instrument signed by both Owner2nd Architect.
9.7 Nothing contained in this Agreement shall create a
contractual relationship with or a cause of action in favor cf a
third party against either the Owner or Architect.
9.8 Unless otherwise provided in this Agreement, the Ar-
chitect and Architect's consultants shall have no respons-
ibility for the discovery, presence, handling, removal or dis-
posal of or exposure of persons to hazardous materials in
any form at the Project site, includingbut not limited b as-
bes6os, asbestos products, polychlorinated biphenyl (PCB) or
other toxic substances.
9.9 The Architect shall have the right to include repre-
sentations of the design of the Pmject, including photo-
graphs of the exterior and interior, among the Architect's
promotional and professional materials. The Architect's ma-
terials shall not include the Owner's con.Erdentia.l or proprie-
tary information if the Owner has proviously advised the
Architect in writing ofthe spec a information considered by
the Owner to be confidential or proprietary. The Owner shall.
provide professional credit for the Architect on the construc-
tion sign and in the promotional materials forthe Project.
ARTICLE 10
PAYMENTS TO THE ARCHITECT
10.1 DIRECT PERSONNEL EXPENSE
10.1.1 Direct Personnel Expense is defined as the direct
salaries of the Architect's personnel engaged on the Project
and the portion of the cost of their mandatory and custo-
mary contributions and benefits related thereto, such as
employment taxes and other statutory employee benefits,
insurance, sick leave, holidays, vacations, pensions and simi-
lar contributions and benefits.
10.2 REIMBURSABLE EXPENSES
10.2.1 Reimbursable Expenses are in addition to ecarperr
sation for Basic and Additional Services and include expens-
es incurred by the Architect and Architect's employees and
consultants in the interest of the Project, as identified in the
following Clauses.
10.2.1.1 Expense of transpertation in connection with the
Project; expenses in connection with authorized out -o( -town
travel; long-distance communications; and fees paid for
securing approval of authorities having jurisdiction over the
Project.
10.2.1.2 Expense of reproductions, postage and handling
of Drawings, Spccifiications and other documents.
10.2.1.3 If authorized in advance by the Owner, expense
of overtime work requiring higher than regular rates.
10.2.1.4 Expense of renderings, models and mock-ups
requested by the Owner.
10.2.1.5 Expense of additional insurance coverage or lim-
its, including professional liability insurance, requested by
the Owner in excess of that normally carriedby the Architect
and Architect's consultants.
10.3 PAYMENTS ON ACCOUNT OF BASIC SERVICES
10.3.1 An initial payment as set forth in Paragraph 11.1 is
the minimum payment under this agreement.
10.3.2 Subsequent payment for Basic Services shall be
made monthly and, where applicable, shall be in proportion
to services performed within each phase of service, on the
basis set forth in Subparagraph 112 2
10.3.3 If and to the extent that the time initially esta-
blished in Subparagraph 11.5.1 of this Agreement is exceed-
ed or extended through no fault of the Architect, compen-
sation for any services rendered during the additional
period of bate shall be computed in the manner set forth in
Subparagraph 11.3.2
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10.4 PAYMENTS ON ACCOUNT OF ADDITIONAL SERVICES
10.4.1 Payment s on account cf the Architect's Additional
Servicers and for Reimbursable Expenses shall be made
monthly upon presentation of the Architect's statement of
services rendered or exvenses incurred.
10.5 PAYMENTS WITHHELD
10.5.1 No deductions shall be made from the Architect's
compensationon account ofpenalty, liquidated damages or
other sums withheld from payments to contractors, or on ac-
count of the cost of changes in the Work otter than those
for, w.%Ich the Architect has been found tube liable.
10.6 ARCHITECT'S ACCOUNTING RECORDS
10.6.1 Records of Reimbursable Expenses and expenses
pertaining to Additional services and services performed on
the basis of a multiple of direct Personnel Expense shall be
available to the Owner or the Owner's authorized repre-
sentative at mutually convenient t ft .
ARTICLE 11
BASIS OF COMPENSATION
The Owner shall compensate the Architect as follows:
111 AN I NIT At. PAYMENT of Zero Dollars ($ 00.00 i
shall be made upon execution cf this .agreement and credited to the Owner's account at final payment.
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11.21 FOR BASK; SERVICES,as described in Article 12 as part of Basic Services, Basic Compensation =hall be compift6d as
follows:
N
11.2.2 Where compensation is based on a stipulated sum or percentage of Construction Cost, progress payments for Basic
Services in each phase shall total the fuIlowing pcnentages of the total Basic Compensation payable:
Schematic Design Phase: Percent( 12 %)
Design Development Phase: percent ( 41 %)
1
Construction Documents Phase: percent ( 47 %)
Total Basic Compensation Through Construction Documents one hundred percent ( 1007a
Bidding Phase: percent ( 15%)
Construction Phase: percent ( $5 %)
Total Basic Compensation For Bidding and Construction Phase one hundred percent ( 100% )
11.3 COMPENSATION FOR ADDITIONAL SERVICES
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11.3.1 FOR PROJECT REPRESENTATION BEYOND BASIC SERVICES, as det-cribed in Paragraph 32,compensation shall
be computed as follows:
Billings will be monthly, based on hourly wr rk accomplished and reimbursement for structural, mechanical and electrical.
consultants to a maximum of ban (10%)cf the cost cf construction. The hourly rates are:
Principals $60:00 per hour Rex E Ramsey and Arlie PresAer, Architects
Victor Meyer, Civil Engineer
Alexander Scheflo, Mechanical Engineer
Hugh Smith, Electrical Engineer
MUm Treaster & Associat"
Employees cf Above, 25 times basic hourly rage
Computer drafting (machine charge only) $20.00 per hour {.
11.3.2 FOR ADDITIONAL SERVICES OF THE ARCHITECT, as described b Articles 3 and 12, other than (1) Additional
Project Representation, as described in Paragraph 32, and (2) services included in Article 12as part of Additional Services, but I
excluding Services of consultants, compensation shall be computed as ixallrzas:
Sarre fee schedule as outlined in Section 11.3.1
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11.3.3 FOR ADDITIONAL SERVICES OF CONSULTANTS, including additional structural, mechanical and electrical en-
gineering & interior design services and those provided under Subparagraph 3.4.19 or identified i s Article 12 as part of Addi-
tional Services, a multiple of One point one fhe ( 1.15 ) times the amounts billed to the Architect for such services.
11.4 REIMBURSABLE EXPENSES
11.4.1 FOR REIMBURSABLE EXPENSES, as described in Paragraph 10.2, and any other items included in Article 12 as Reim-
bursable Expenses, a multiple of one point one zero ( 1.10 ) times the expenses incurred by the Archi-
tect, the Architect's employees and consultants in the hiterest of the Project.
11.5 ADDITIONAL PROVISIONS
115.1 IF THE BASIC SERVICES covered by this Agreement haw not been completed within eighteen
( 18 ) months of the date hereof, through no fault of the Architect, extension of the Architect's services beyond tha:
time shallbe compensated as provided in Subparagraphs 10.3.3and 11.3.2.
11.5.2 Payments are due and payable thirty ( 30 ) days from the date of the Architect's in-
voice. Amounts unpaid thirty-five ( 35 ) days after the invoice date shall bear interest at the rate en-
tered below, or in the absence thereof at the legal rate prevailing from time to time at the principal place of business of the
Architect. Twelve percent per annum (12%)
11.5.3 i he rates and multiples set forth for Additional Services shall be annually adjusted in accordance with normal salary
review practices of the Architect.
ARTICLE 12
OTHER CONDITIONS OR SERVICES
12.0 The Architect shall defend, indemnify, and save harmless the City of Lodi, its officers, agents, and employeesfrom and
against any and all claims, demands, losses, defenses, costs, or liability of any kind or nature which the City of Lodi, its officers,
agents, and / or employees may sustain or incur, or damage to property as a result of, arising our of, or in any manner connect-
ed with the Architect's allegedly wrongful acts or actively or passively negligent performance or attempted performance of
this agreement, excepting only liability arising out cf the willful misconduct or sole negligence of the City of Lodi.
12.1 The Owner shall defend, indemnify, and save harmless the Architect and its principals, employees, agents, and consul-
tants fmmand against any and all claims, demands, losses, defenses, costs, or liability of any kind or nature which the Archi-
tect and it principals, employees, agents, and consultants may sustain or incur, or which may be imposed upon them, for inju-
ry to or death of persons, or damage to property as a result of, arising out of, or in any manner connected with the Comer's,
Contractor's Subcontractors, Contract Administrator's, and third parties' wrongful acts or actively or passively negligent per-
formance or attempted performance of this agreement and the Contract Documents,
12.2 Prior to the commencement cf, any Services hereunder, Architect shall provide certificates of insurance, and copies cf,
policies if requested, cf the following insurance:
12.2.1 Worker's Compensation insurance covering all employers and principals of Architect, and Employer's Liability In-
surance in the minimum amount of $100,000.00 , effective under the laws of the jurisdiction where such employees are likely to
be present during the rendering of Services.
12.22 Commercial General Liability Insurance covering third party liability risks, including contractual liability, in the mini-
mum amount cf $1,000,000.00 single combined limit.
12.2.3 Commercial Auto Liability and Property Insurance covering all owned or rented vehicles of Architect in the mini-
mum amount d $1,000,000.00 combined single limit.
12.2.4 Professional Liability Insurance covering the professional acts of the Architect in the amount cf $100,000.00. wi6h doi-
A91000 Of deek of Me _f .1
All such courage shall be in effect for a pspiee;
lhere�ers term of this agreement,
12.2.5 The insurance set forth herein shall, in the caw of 12.2.2 and 12.23, name the Owner as an additional insured and be
in a form satisfactory to Owner, with Best's Class B or better carriers, Such certificate shall be endorsed to provide Owner 30
days' toritten notice of any cancellation or restrictive modification d the coverage offered therein.
12.3 The Architect's basic services we based upon a -rope of work established by a construction budget cf $1,800,000.00.
12.4 The basic: compensation through Construction Document Phase shall be as follows"
$153,000.00 (One Hundred and Fifty -Three Thousand Dollars)
12.5 The basic compensation for Bidding and Construction Phase shall be as - follows:
$12,000.00 (Twelve Thousand DoUars)
12.6 This contract represents a revision to the original contract ,dater.! October 15, 1985, and supersedes said contract. 2lae
following amounts have been paid to date on the basic compensation in 12.4
Architectural and consultants' fees: 149,130.75
Reimbursable expenses 385.02
Additional Services 00,00
Architectural and consultants' fees: 149,515,77
127 The Architect agrees to complete tke work as outlined under the construction document phaco and bidding and
construction pkase for a lump sumprice d $15,484.23 (Fifteen Thousand Four Hundred Eighty -Four and 03/100 Dol -
b#. this is the amount not paid to date. The breakdown cf, this lump son price is as follows,
Construction Document Phase
Basic Compensation $153,000.00
Paid to Date41 9,515.77
$3,484.23
Bidding and Construction Phase
Basic Compensation $12,000.00
Paid to Date 11n
$12 -OW -00
$15,484.23
12.8 The contract shall remain in effect for 12 months following the Owner's filing of Notice of Completion for the Con-
struction of the Project. The Architect skall review the constructed Project for warranty compliance with the Owner.
129 The Architect shall conduct a final review of the Project }mor to the completion of construction and prepare docu-
mentation describing deficiencies and discrepancies of the constructed Project for the Owner's use.
1210 The Architect shall review the Project Record Dncumemis and Operations 6 Maintenance Data Submittal for r.om-
pliance with the Construction Documents.
This Agreement entered into as of the day and year first wetten above.
OWNER ARCHITECT
(Signature)
(Printed name and title)
(Signature)
(Printed name and title)