HomeMy WebLinkAbout1984-05-15; City Council; Resolution 76041
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PASSED, APPROVED AND ADOPTED at a regular meeting of thc
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RESOLUTION NO. 7604
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
CARLSBAD, CALIFORNIA APPROVING AN ARCHITECTURAL
SERVICE AGREEMENT BETWEEN THE CITY OF CARLSBAD
AND RUHNAU, McGAVIN, RUHNAU FOR SERVICES
PERFORMED FOR CONSTRUCTION OF THE PUBLIC SAFETY
CENTER, AND AUTHORIZING THE MAYOR TO EXECUTE SAID
AGREEMENT.
WHEREAS, the City of Carlsbad and Ruhnau, McGavin,
Ruhnau have reached an agreement regarding the provision of
architectural services for construction of the Public Safety
Center, a copy marked Exhibit A attached hereto and made a part
hereof ,
NOW, THEREFORE, BE IT RESOLVED by the City Council of
the City of Carlsbad as follows:
1. That certain agreement between the City of Carlsbad
and Ruhnau, McGavin, Ruhnau regarding the provision of
architectural services for construction of the Public Safety
Center is hereby approved .
2. That the Mayor of the City of Carlsbad is hereby
authorized and directed to execute said agreement for and on
behalf of the City of Carlsbad.
City Council of the City of Carlsbad, California, held on the
15th day of , 1984, by the following vote to wit:
AYES: Council Members Casler, Lewis, Chick and Prescott
NOES : None
ABSENT: Council
/I.emL- MARY H
LL.f$d' w- . YASLER, Mayor
ATTEST :
THE AWRICAN INSTITUTE OF @CHITECTS
AIA Document 5747lCM
CONSTRUCTION MANAGEMENT EDITION
Standard Form of Agreement Between
Owner and Architect
1980 EDITION
THIS DOCUM€M HAS IMPORTAM LEGAL CONSEQUENCES; CONSULTATION WITH
AN ATTORNEY IS ENCOURACLD.
This document is intended to be used in conjunction with
AIA Documents 8801,1980; AlOVCM, 1980; and AZOl/CM, 7980.
AGREEMENT
made as of the 15th day of May
Hundred and eighty four.
in the year of Nineteen
BETWEEN the Owner: The City of Carlsbad, a California Municipal Corporation
and the Architect: Ruhnau, McGavin, Ruhnau Associates
For the foilowing Project: City of Carlsbad Public Safety and Service Center
as described in the master plan - site development report prepared by
H. Wendell Mounce A.I.A. and Associates on file with the City and -
incorporated by reference herein
Uncludc detailed description of Project location and sccopc.)
the Construction Manager: The Koll Company, Contractor
The Owner and the Architect agree as set forth below.
Copyright 1975, Q 1980, by The American Instttute of Architccts, 1735 New York Avenue, N.W.. Washington. D C. 20006.
Reproduction of the material herein or substantial quotation of its provisions without written permission of the AIA violates the copyright laws of the Unlted States and will be subject to kyl prosecution.
AIA DOCUMENT I141ICW 0 OWNER-ARCHITECT ACRfEMENT COhnRUCItON MANAGEMENT EDITION JUNE 1- EDITION AM* 01% THE AMERICAN INSTlTUTE Of ARCHITEClS. 1735 NEW YORK AVENUE. N.W'., WASHINGTON, 0.C 2ooo6 814llCM-1980 1
TERMS AND CONDITIONS OF AGREEMENT BETWEEN OWNER AND ARCHITECT
ARTICLE 1 sign development documents for the Construction Man-
ager's review, which will be made so as to cause no delay to the Architect. SERVICES AND REsPONS~BIL~T~ES
BASIC SERVIm
Unless modified by Article 15, the Architect's Basic
Services shall be provided in conpnction with, and in reliance *upon, the services of a Construction
Manager as described in the Standard Form of
Agreement Between Owner and Constructlon Man- ager, AIA Document 6801,1980 Edition. They shall consst of the ;five Phases described in Paragraphs
1.1 through 7.3, inclusive, and include normal
structural, mechanical and electrical engineering
services, and any other services included in Article
15 as part of Basic'Services.
1.7 SCHEMATIC DESIGN ?PHASE
1.1.1 The architect shall review the master plan - site development plan and schematic floor plan to ascertain the requirements of the project and shall review and confirm the understanding of
these requirements and other design parameters with the owner and the construction manager, 1.1.2 The architect shall be respon- sible for any other actions reasonably necessary to enable him to proceed with the design developnent phase .
1.2 DESIGN DEVELOPMENT PHASE
1.2.1 Based on the approved development plan
~ and any adjustments authorized by the Owner in
the program or the Project budget, the Architect shall
prepare, for approval by the Owner, the Design Develop-
ment Documents consisting of dnwings, outline specifi- cations and other documents to fix and describe the size
and character of the entire Project as to architectural,
structural, mechanical and electrical systems, materials,
and such other elements as may be appropriate.
1.2.2 At intervals appropriate to the progress of the De-
sign Development Phase, the Architect shall provide de-'
1.2.3 Upon completion of the Design Development
Phase, the Architect shall provide the Construction Man-
ager with drawings, outline specifications and other doc- uments approved by the Owner for use in preparing a
further estimate of Construction Cost, and shall assist the
Construction Manager in preparing such estimate of Con-
struction Cost.
1.3 CONSTRUCTION DOCUMENTS PHASE
1.3.1 Based on the approved Design Development Doc-
uments, and any further adjustments in the scope or qual-
ity of the Project or in the Project budget authorized by
the Owner, the Architect shall prepare, for approval by the Owner, Construction Documents consisting of Draw-
ings and Specifications setting forth in detail the require-
ments for the construction of the Project.
1.3.2 The Architect shall keep the Construction Manager informed of any changes in requirements or in construc-
tion materials, systems or equipment as the Drawings and
Specifications are developed 50 that the Construction
Manager can adjust the estimate of Construction Cost
appropriately.
1.3.3 The Architect shall assist the Owner and the Con-
struction Manager in the preparation of the necessary bid-
ding information, bidding forms, the Conditions of the
Contracts, and the forms of Agreement between the
Owner and the Contractors.
1.3.4 The Architect shall assist the Owner and the Con-
struction Manager in connection with the Ownefs re-
sponsibility for filing documents required for the approv-
als of governmental authorities having jurisdiction over
the Project.
1.4 BIDDING OR NEGOTIATION PHASE
1.4.1 The Architect, following the Ownefs approval of the Construction Documents and the latest estimate of
Construction Cost, shall assist the Construction Manager
in obtaining Bids or by rendering interpretations and clarifications or the Drawings and Specifications in appropriate written form. The Architect shall assist the Construction Manager in conducting pre-
award conferences with successful Bidders.
1s CONSTRUCTION PHASE-ADMINISTRATION
OF THE CONSTRUCT ION CONTRACT
15.1 The Conshuction Phase will commence with the mad of the initial Contract for Construction and, to- gether with the Architect's obligation to provide Basic
Sewices under this Agreement, will end when final pay-
ment to all Contractors is due, or in the absence of a finaf
Project Certificate for Payment or of such due date, sixty
days after the Date of Substantial Completion of the Proj-
ect whichever occurs first.
15.2 Unless otherwise provided in this Agreement md
incorporated in the Contract Documentr, the Architect,
in coopention with the Construction Erranager, shall pro-
AIA DOCUMENT BWICM - OWNER-ARCHITECT AGREEMENT * CONSTRUCTION MANACEMEKT EDITION * KJNE loa, EDITION AIA. 01900 THE AMERICAN INSTITUTE OF AROIITLCIS, 173s NEW YORK AVENUE, N.W., WASHINGTON, D.C lQad Bl4l/CM-1980 2
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vide administration of the Contracts for Construction as
set forth below,
1.53 The Architect and the Construction Manager shall
advise and consult with the Owner during the Consnuc-
tion Phase. All instructions to the Contractors shall be
forwarded through the Construction Manager. The Archi-
tect and the Construction Manager shall have authority ro act on behalf of the Owner only to the ext.ent provided
in the Contract Documents unless otherwise modified by written instrument in accordance with Subparagraph
1.5.18.
1.5.4 The Architect shall visit the site at intervals appro-
priate to the stage of construction, or as otherwise agreed by the Architect in writing, to become generally familiar
with the progress and quality of Work and to determine in general if Work is proceeding in accordance with the
Contract Documents. However, the Architect shall not be
required to make exhaustive or continuous on-site inspkc-
tions to check the quality or quantity of Work. On the basis of such on-site observations as an architect, the Ar-
chitect shall keep the Owner informed of the progress
and quality of Work, and shall endeavor to guard the
Owner against defects and deficiencies in Work of the
Con tractors.
1.5.5 The Architect shall not be responsible for, nor
have control or charge of, construction means, methods,
techniques, sequences or procedures, or for safety pre- cautions and programs in connection with the Project,
and shall not be responsible for Contractors' failure to
carry out Work in accordance with the Contract Doc- uments. The Architect shall not be responsible for, nor
have control over, the acts or omissions of the Contrac-
tors, Subcontractors, any of their agents or employees, or
any other persons performing any Work, nor shall the Ar-
chitect be responsible for the Construction MaFdger's obligations as an agent of the Owner.
1.5.6 The Architect shall at all times have access to
Work wherever it is in preparation or progress.
1.5.7 Based on the Architect's observations at the site,
the recommendations of the Construction Manager and
an evaluation of the Project Application for Payment, the
Architect shall determine the amounts owing to the Con-
tractors and shall issue a Project Certificate for Payment
in such amounts, as provided in the Contract Documents.
1.5.8 The issuance of a Project Certificate for Payment
shall constitute a representation by the Architect to the
Owner that, based on the Architect's observations at the
site as provided in Subparagraph 1.5.4 and on the data comprising the Project Application for Payment, Work has progressed to the point indicated; that, to the best of
the Architect's knowledge, information and belief, the
quality of Work is in accordance with the Contract DOC-
uments (subject to an evaluation of Work for conform-
ance with the Contract Documents upon Substantial
Completion, to the results of any subsequent tests re-
quired by or performed under the Contract Documents,
to minor deviations from the Contract Documents cor-
rectable prior to completion, and to any specific qualifi- cations stated in the Project Certificate for Payment); and that the Contractors are entitled to payment in the
amount certified. However, the issuance of a Project Cer-
tificate for Payment shall not be a representation that the
Architect has made any examination to ascertain how or
for what purpose the Contractors have used the monies paid on account of the Contract Sums.
15.9 The Architect shall be the interpreter of the re-
quirements of the Contract Documents and the judge of
the performance thereunder by both the Owner and the
Contractors. The Architect shall render interpretations
necessary for the proper execution or progress of Work,
with reasonable promptness and in accordance with
agreed upon time limits. The Architect shall render writ- ten decisions, within a reasonable time, on all claims, dis- putes and other matters in question between the Owner
and the Contractors relating to the execution or progress
of Work or the interpretation of the Contract Documents.
1.5.10 All interpretations and decisions of the Architect
shall be consistent with the intent of, and reasonably in- ferable from, the Contract Documents, and shall be in writing or in graphic form. In the capacity of interpreter
and judge, the hchitect shall endeavor to secure faithful
performance by both the Owner and the Contractors, shall not show partiality, and shall not be tiable for the
result of any interpretation or decision rendered in good
faith in such capacity.
1.5.11 The Architect's decision in matters relating to
artistic effect shall be final if consistent with the intent of
the Contract Documents.
15.12 the Architect shall have authority to reject Work
which does not conform to the Contract Documents, and whenever, in the Architect's reasonable opinion, it is ne- essary or advisable for the implementation of the intent
of the Contract Documents, the Architect shall have au-
thority to require special inspection or testing of Uzork in
accordance with the provisions of the Contract Docu- ments, whether or not such Work be then fabricated, in-
stalled or completed; but the Architect shatl take such
action only after consultation with the Construction
Manager.
1.5.13 The Architect shatt receive Contractors' submit- tals such as Shop Drawings, Product Data and Samples
from the Construction Manager and shall review and ap-
prove or take other appropriate action upon them, but
only for conformance with the design concept of the
Project and with the information given in the Contract Documents. Such action shall be taken with reasonable
promptness so as to cause no delay. The Architect's ap-
proval of a specific item shall not indicate approval of an
assembly of which the item is a component.
1.5.14 The Architect shall review and sign or take other
appropriate action on Change Orders prepared by the Construction Manager for the Owner's authorization in accordance with the Contract Documents.
1.5.15 The Architect shall have authority to order minor
changes in Work not involving an adjustment in a Con-
tract Sum or an extension of a Contract Time and which
are not inconsistent with the intent of the Contract DOC-
uments. Such changes shall be effected by written order
issued through the Construction Manager.
AM DOCUMENT Bl4l/CM OWNER-ARCHITECT AGREEMENT CO:4STRUCTION MANAGEMENT EDITION JUNE 1980 EDITION 3 B141/CM-1980 AIA. 0 0198 THE AMERICAN INSTITUTE OF ARCHITECTS. 1735 NEW YORK AVENUE, N.W., WASHINGTON, D.C. Xym
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13.16 The Architect, assisted by the Construction Man-
ager, shall conduct inspections to determine the Dates of
Substantial Completion and final completion and shall
issue appropriate Project Certificates for Payment.
15.17 The Architect shall assist the Construction Man-
ager in receiving and forwarding to the Owner for the
Owner's review written warranties and related documents
assembled by the Contractors.
15.18 The extent of the duties, responsibilities and lim-
itations of authority of the Architect as a representative
of the Owner during construction shall not be modified
or extended without the written consent of the Owner,
the Contractors, the Architect and the Construction Man-
ager, which consent shall not be unreasonably withheld.
1.6 PROjECT REPRESENTATION BEYOND BASIC
SERVICES
1.6.1 If the Owner and the Architect agree that more
extensive representation at the site than is described in
Paragraph 1.5 shall be provided, the Architect shall pro-
vide one or more Project Representatives to assist the Ar-
chitect in carrying out such responsibilities at the site.
1.6.2 Such Project Representatives shall be selected,
employed and directed by the Arcbtect, and the Archi- tect shall be compensated therefer as mutually agreed
between the Owner and the Architect, as set forth in an
exhibit appended to this Agreement, which shall describe the duties, responsibilities and limitations of authority of such Project Representatives.
1.63 Through the observations of such Project Repre-
sentatives, the Architect shall endeavor to provide further
protection for the Owner against defects and deficiencies
in Work, but the furnishing of such Project representation shall not modify the rights, responsibilities or obligations
of the Architect as described in Paragraph 1.5.
1.7 ADDITIONAL SERWCES
The following services are not included in Basic
Services unless 50 identified in Article 15. They shall be provided if authorized or confirmed in writing
by the Owner, and they shall be paid for by the
Owner as provided in this Agreement, in addition
to the compensation for Basic Services.
1.7.1 Providing analyses of the Ownefs needs, and pro-
gramming the requirements of the Project.
1.7.2 Providing financial feasibility or other special
studies.
1.7.3 Providing planning suweys, site evaluations, envi-
ronmental studies or comparative studies of prospective
sites, and preparing special surveys, studies and submis-
sions required for approvals of governmental authorities
or others having jurisdiction over the Project.
1.7.4 Providing services relative to future facilities, S~S-
tems and equipment which are not intended to be con-
structed during the Construction Phase.
1.75 Providing sewices to investigate existing conditions
or facilities, or to make measured drawings thereof, or to
verify the accuracy of drawings or other information fur- nished by the Owner.
1.7.6 Providing services in connection with alternative
designs for cost estimating or bidding purposes.
1.7.7 Providing coordination of work performed by
separate contractors or by the Ownefs own forces.
?
1.7.8 Providing services in connection with the work of
separate consultants, other than the Construction Man-
ager, retained by the Owner.
1.7.9 Providing interior design and other similar services
required for or in connection with the selection, procure-
ment or installation of furniture, furnishings and related
equipment.
1.7.10 Providing services for planning tenant or rental
spaces.
1.7.11 Making revisions in Drawings, Specifications or
other documents when such revisions are inconsistent with written approvals or instructions previously given,
are required by the enactment or revision of codes, laws
or regulations subsequent to the preparation of such doc-
uments, or are due to other causes not solely within the control of the Architect.
1.7.12 Preparing Drawings, Specifications and support-
ing data and providing other services in connection with
Change Orders. If Basic Compensation is to be adjusted according to adjustments in Construction Cost, to the
extent that any Change Order not required by causes
solely within the control of the Architect results in an
adjustment in the Basic Compensation not commensurate with the services required of the Architect, compensation
shall be equitably adjusted.
1.7.13 Making investigations, surveys, valuations, inven-
tories, detailed appraisals of existing facilities, and serv- ices required in connection with construction performed
by the Owner.
1.7.14 Providing consultation concerning replacement of
any Work damaged by fire or other cause during con-
struction, and furnishing services as may be required in
connection with the replacement of such Work.
1.7.15 Providing services made necessary by the failure
of performance, the termination or default of the Con-
struction Manager; by default of a Contractor; by ma- jor defects or deficiencies in the Work of any Contractor;
or by failure of performance of eitMr the Owner or any
Contractor under the Contracts for Construction.
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1.7.17 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 operation
and maintenance, and consultation during operation.
1.7.18 Providing services after issuance to the Owner of
the final Project Certificate for Payment,
1.7.19 Preparing to serve or serving as a witness in con- nection with any arbitration proceeding
or legal proceeding.
1.7.20 Providing services of consultants for other than the normal architectural, structural, mechanical and elec-
trical engineering services for the Project.
1.7.21 Providing any other services not otherwise in-
cluded in this Agreement or not customarily fumished in
accordance with generally accepted architectural practice.
*IA DOCUMENT BlWCM OWNER-ARCH1TECT AGREEMENT CONSTRUtTiON MANAGEMENT EDITION )UNE 1900 EDITION AIA. OISD THE AMERICAN INSTITUTE of ARCHITECTS, ins NEW YORK AVENUE. N.W., WASHINGTON, D.C. ma16 Bl4l/CM--1080 4
1.8 TIME
1.8.1 The Architect shall perform Basic and Additional
Sewices as expeditiously as is consistent with professional skill and care and the orderly progress of the Project. Upon request of the Owner, the Architect shall submit
for the Owner‘s approval a schedule for the performance of the Architect’s services which shall be adjusted as re-
quired as the Project proceeds, and which shall include
allowances for periods of time required for the Owner‘s
review and approval of submissions and for approvals of
authorities having jurisdiction over the Project. The Archi- tect shall consult with the Construction Manager to coor- dinate the Architect’s time schedule with- the Project
Schedule. This schedule, when approved by the Owner,
shall not, except for reasonable cause, be exceeded by
the Architect.
ARTICLE 2
THE OWNER’S RESPONSIBILITIES
2.1 The Owner shall provide full information regarding
requirements for the Project, including a program which
shall set forth the Owner‘s design objectives, constraints and criteria, including space requirements and relation-
ships, flexibility and expandability, special equipment and
systems and site requirements.
2.2 The Owner shall provide a budget for the Project based on consultation with the Architect and the Con- struction Manager, which shall include contingencies for
bidding, changes during construction and other costs
which are the respoiisibility of the Owner.
2.3 The Owner shall designate a representative author-
ized to act in the Owner’s behalf with respect to the
Project. The Owner, or such authorized representative,
shall examine the documents submitted by the Architect
and shall render decisions pertaining thereto promptly to avoid unreasonable delay in the progress of the Archi-
tect’s services.
2.4 The Owner shall retain a construction manager to
manage the Project. The Construction Manager‘s services,
duties and responsibilities will be as described in the
Agreement Between Owner and Construction Manager,
AIA Document B801, 1980 Edition. The Terms and Con-
ditions of the Owner-Construction Manager Agreement will be furnished to the Architect and will not be modi-
fied without written consent of the Architect, which con-
sent shall not be unreasonably withheld. Actions taken by the Construction Manager as agent of the Owner shall
be the acts of the Owner, and the Architect shall not be
responsible for them.
2.5 The Owner shall furnish a legal description and a
certified land survey of the site, giving, as applicable,
grades and lines of streets, alleys, pavements and adjoin-
ing property; rights-of-way, restrictions, easements, en-
croachments, zoning, deed restrictions, boundaries and
contours of the site; locations, dimensions and complete data pertaining to existing buildings, other improvements
and trees; and full information concerning available ser-
vice and utility lines both public and private, above and below grade, including inverts and depths.
2.6 The Owner shall fumish the services of soil engi-
neers or other consultants when such services are deemed
necessary by the Architect. Such services shall include
test botings, test pits, soil bearing values, percolation
tests, air and water pollution tests, ground corrosion and
resistivity tests including necessary operations for deter-
mining subsoil, air and !water conditions, with reports and
appropriate professional recommendations.
2.7 The Owner shail furnish structural, mechanical,
chemical and other laboratory tests, inspections and re-
ports as required by law or the Contract Documents.
2.8 The Owner shall furnish such legal, accounting and
insurance counseling services as may be necessary for the Project, including such auditing services as the Owner
may require to verify the PrUject Applications for Pay- ment or to ascertain how or for what purposes the Con-
tractors have used the monies paid by or on behalf of the
Owner.
2.9 The services, information, surveys and reports re- quired by Paragraphs 2.5 through 2.8, inclusive, shall be
furnished at the Owner’s expense, and the Architect shall
be entitled to rely upon their accuracy and completeness.
2.10 If the Owner observes or otherwise becomes aware of any fault or defect in the Project, or nonconformance
with the Contract. Documents, prompt written notice
thereof shall be given by the Owner to the Architect and
the Construction Manager.
2.11 The Owner shall furnish the required information
and services and shall render approvals and decisions as
expeditiously as necessary for the orderly progress of the
Architect’s services and Work of the Contractors.
ARTICLE 3
CONSTRUCTION COST
3.1 DEFINITION
3.1.1 The Construction Cost shall be the total cost or
estimated cost to the Owner of all elements of the Project designed or specified by the Architect.
3.1.2 The Construction Cost shall also include
the Construction Mandgefs
compensation for services, Reimbursable Costs and the
cost of work pr0vide.d by the Construction Manager.
3.13 Construction Cost does not include
the
cost of the land, rights-of-way, or other costs which are the responsibility of the Owner as provided in Article 2.
3.2 RESPONSIBILITY FOR CONSTRUCTION COST
3.2.1 The Architect, as a design professional familiar
with the construction industry, shall assist the Construc-
tion Manager in evaluating the Owner’s Project budget
and shall review the estimates of Construction Cost pre-
pared by the Construction Manager. It is recognized,
however, that neither the Architect, the Construction Manager nor the Owner has control over the cost of la-
bor, materials or equipment, over the Contractors’ meth-
ods of determining Bid prices, or over competitive bid-
ding, market. . Accordingly, the
Architect cannot and does not warrant or represent that
AIA DOCUMENT BlWCM e OWNER-ARCHITECT AGREEMENT CONSTRUOION MANAGEMEM EDITION JUNE 1- EDITION
AM* @lW 0 THE AMERICAN INSTITUTE OF ARCHITEOS, 1735 NEW YORK AVENUE, N.W., WASHINGTON, D.C. MQ16 5 B14lKM-1980
Bid prices will not vary from the Project buaget proposed, established or approved by the Owner,
if any, or from the estimate of Construction Cost or other
cost estimate or evaluation prepared by the Constryction
Manager.
3.23 No fixed limit of Construction Cost shall be estab-
lished as a condition of this Agreement by the furnishing,
proposal or establishment of a Project budget. The
customary Contributions and benefits related thereto,
such as employment taxes and other statutory employee
benefits, insurance, sick leave, holidays, vacations, pen-
sions and similar contributions and benefits.
Construction Manager will include in the project budget
contingencies for design, bidding and price esca-
lation, and will consult with the Architect to determine what materials, equipment, component systems and types of construction are to be included in the Contract Docu- ments, 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 .- project budget.
3.2.4 .If the project budset
is exceeded by the sum of the lowest figuks from bona fide Bids
plus the Construction Manager's estimate of other elements of Construction Cost for the Project, the Owner shall (1) give written approval of an increase in such budget (2) authorize rebidding or renegotiation of the Project or portions of the Project within a reason- able time, (3) if the Project is abandoned, terminate
or (4) cooperate in re- :!%," thZ%$%g& and quality as required to reduce
the Construction Cost. In the case of item (4), the Archi-
tect shall modify the Drawings and Specifications as nec- essaryto perrmt the receipt of new bias within the project budget.
I
I
ARTICLE 6
PAYMENTS TO THE ARCHITECT
PAYMENTS ON ACCOUNT OF BASIC SERVICES 6.1
6.1.2 Payments for Basic Services shall be made monthly and shall be in proportion to services per- formed within each Phase of services, on the basis set forth in Article 14.
6.1.3 If and to the extent that the period initially estab- lished for the Construction Phase of the Project is ex-
ceeded or extended through no fault of the Architect,
compensation for Basic Services required for such ex-
tended period of Administration of the Construction Con:
tracts shall be equitably adjusted.
ARTtCLE 4
DIRECT PERSONNEL EXPENSE
4.1 Direct Personnel Expense is defined as the direct sal-
aries of all the Architect's personnel engaged on the Proj-
ect, and the portion of the cost of their mandatory and
AM. CO~SSO THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE, N.w., WMHINCTON, D.C ~006 BlWCM--1980 6
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AIA DOCUMENT B141ICM OWNER-ARCntThCI AGREEMENT CONSTRUCTION MANAGEMENT EDITION JUNE '1- EDITION
6.2 PAYMENTS ON ACCOUNT OF ADDITIONAL
SERVICES
6.2.1 Payments on account of the Architect's Additional
Services, as defined in Paragraph 1.7, and for Reimburs-
able Expenses, as defined in Article 5, shall be made
monthly upon presentation of the Architect's statement of
services rendered or expenses incurred.
6.3 PAYMENTS WITHHELD
6.3.1 No deductions shall be made from the Architect's
compensation on account of penalty, liquidated damages or other sums withheld from payments to Contractors, or
on account of changes in Construction Cost other than those for which the Architect is held legally liable.
6.4 PROJECT SUSPENSION OR ABANDONMENT
6.4.1 If the Project is suspended or abandoned in whole
or in part for more than three months, the Architect shall
be compensated for all services performed prior to re-
ceipt of written notice from the Owner of such suspen- sion or abandonment, in accordance with Article 15. If the Project is resumed after being
suspended for more than three months, the Architect's
compensation shall be equitably adjusted.
ARTICLE 7
ARCHITECT'S ACCOUNTING RECORDS
7.1 Records of 1 expenses pcr-
taining to Additional Services and services performed on
the basis of a Multiple of Direct Personnel Expense shall
be kept on the basis of generally accepted accounting
principles and shall be available to the Owner or the Owner's authorized representative at mutually convenient
times.
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AIA DOCUMENT 8141ICM OWNER-ARCHITECT ACREfMENl COSSTRUCTION MANAGEMENT EOlTlON lUNE 198 EDITION 7 Bl41KM-1980 AIA. (Dl980 THE AMERICAN INSTITUTE OF ARCHlTEffS 1735 NEW YORK AVENUE. N.W.. WASHINGTON, D.C. 1ooo6
ARTICLE 14
BASIS OF COMPENSATION
The Owner shall compensate the Architect for the Scope of Services provided, in accordance with Article 6, Payments
to the Architect, and the other Terms and Conditions of this Agreement, as follows:
14.1 BASIC COMPfNSATfON
FOR BASIC SERVICES, as described in Paragraphs 1.1 through 1.5, and any other services included in Article 15
as part of Basic Services, Basic Compensation shall be computed as follows:
A fee not to exceed $470,.000.00.
14.1.2 Payments for Basic Ser-
'vices shall be made as provided in Subpabgraph 6.1.2, so that Basic Compensation for each Phase shall equal the
following percentages of the total Basic Compensation payable:
(include any additional Phases as appropriate.) .
Design Development Phase:
Construction Documents Phase:
Bidding or Negotiation Phase:
Construction Phase:
j-
percenti 25 %)
percent ( 6 %)
percent ( - 8- %)
percent ( 15 %)
7
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AIA DOCUMEM B141/CM OWNER-ARCHITECT ACREEMENT CONSTRUCTION MANAGEMENT EDITION JUNE 19M) EDITION
AIA. 9 07W THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE, N.W.. WASHINGTON, D.C. 2UU6 B141/CM-1980 9
ARTICLE 11
MISCELLANEOUS PROVISIONS
11.1 Unless otherwise specified, this Agreement shall be
governed by the law of the principal place of business of
the owner. -
11.3 As between the parties to this Agreement: as to all
acts or failures to act by either party to this Agreement,
any applicable statute of limitations shall commence to
run and any alleged cause of action shall be deemed to
have accrued in any and all events not later than the
relevant Date of Substantial Completion of the Project,
and as to any acts or failures to act occurring after the
relevant Date of Substantial Completion of the Project, not later than the date of issuance of the final Project
Certificate for Payment.
11.4 The Owner and the Architect waive all rights against each other, and against the contractors, consult-
ants, agents and employees of the other, for damages cov-
ered by any property insurance during construction, as 5et
forth in the 1980 Edition of AIA Document A201/CM,
General Conditions of the Contract for Construction,
construction Management Edition. The Owner and the
Architect shall each require appropriate similar waivers
from their contractors, consultants and agents.
ARTICLE 12
SUCCESSORS AND ASSIGNS
12.1 The Owner and the Architect, respectively, bind
themselves, their partners, successors, assigns and legal
representatives to the other party to this Agreement, and
to the partners, successors, assigns and legal representa-
tives of such other party with respect to all covenants of
this Agreement. Neither the Owner nor the Architect shall
assign, sublet or transfer any interest in this Agreement
without the written consent of the other.
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ARTICLE 13
EXTENT OF AGREEMENT
13.1 7his 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 the Owner and the Architect.
132 Nothing contained herein shall be deemed to
create any contractual relationship between the Architect
and the Construction Manager or any of the Contractors, Subcontractors or material suppliers on the Project; nor shall anything contained in this Agreement be deemed to
give any third party any claim or right of action against
the Owner or the Architect which does not otherwise exist without regard to this Agreement.
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AJA DOCUMENT I141KM OWNER-ARCHITECT AGREEMENT CONSTRUCTiON MANAGEMENT EDITION JUNE 1900 EDITION AIA* @1W 0 THE AMERICAN INSTiTUTL OF ARCHITECTS, 1735 NEW YORK AVENUE, N.W.. WASHINGTON, D.C. 2Mxlb B141/CM-l980 8
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14.2 COMPENSATION FOR ADDIT1ONAL SERVICES
14 2 J FOR ADDITIONAL SERVICES OF THE ARCHITECT, as described in Paragraph 1.7, and any other services included
in Article 15 as part of Additional Services, but excluding Additional Services of consultants, compensation shall
be computed as follows:
TO be negotiated between architect and owner,
14.2 2 FOR ADDITIONAL SERVICES OF CONSULTANTS, including additional structural, mechanical and electrical engi-
neering services and those provided under Subparagraph 1.7.21 or identified in Article 15 as part of Additional
Services, a multiple of One Point two ( 1 e 2 1 times the amounts billed to the Architect for
such services.
74 0 3 The Owner and the Architect agree in accordance with the Terms and Conditions of this Agreement that:
14.3.1 IF THE SCOPE of the Project or the Architect's services is changed materially, the amounts of compensation shall
14 3 2 IF THE SERVICES covered by this Agreement have not been completed within
be equitably adjusted.
thirty six
( multiples set forth herein shall be equitably adjusted.
36 ) months of the date hereof, through no fault of the Architect, the amounts of compensation, rates and
AIA DOCUMENT fl4llCM OWNER-ARCHITECT ACREEMLNT CONSTRUCTION MANAGEMENT EDITION JUNE 7SO ED" AIM QIW THE AMERICAN INSTITUTE OF ARCHITECIS, 173s NEW VORK AVINUE. N.w., WASHINGTON, D.C ~8141/cM-l980 10
ARTICLE 15
' Other Conditions or Services
15.1 The following applies to Article 1 . The
architect shall not prepare the construction documents until Owner has accepted the work done by architect for the design development phase and directed the architect to proceed.
architect in the review and evaluation of construction bids and alternates and the preparation of addenda as required.
Paragraph 1.4.1 is clarified to include assistance by
15.2 The following paragraphs are added to Article 1. 1.2.4 In designing the police/fire/administration building the architect will consider the special nature of the proposed use of the building and will use standards for design which are approved by the police chief and the fire chief.
1.2.5 The architect shall endeavor to provide designs €or which construction costs are minimum, consistent with functional efficiency, economy of operation and maintenance, and current architectural standards.
Materials of construction and finish shall be the most economical and durable consistent with the planned occupancy,
location and project budget.
by the owner from time to time with respect to architectural, mechanical and electrical details and specifications.
architect, at such times as owner requests, at conferences with representatives of owner and others as owner may designate, to consult and advise on the architect's services and the progress thereof, and to advise on the project.
Construction shall be permanent, fire-resistant type.
The architect shall be governed by the standards adopted
1.5.19 Basic services shall include attendance by
15.3 The following applies to Article 3.
15.3.1 The project budget is established in the amount of $9,376,600 including site work, police/fire/administration building and the vehicle maintenance facility as described in phases 1, 1A and 1B of the final site plan. The budget shall include architect's fee, landscaping, furnishings, construction management fee and a contingency. Owner contemplates that the project will be completed within the project budget. The project
budget shall not be adjusted for the purposes of this agreement \ without prior authorization of the owner. Architect will use his
best efforts to see that no such adjustments are necessary.
of the project separately. The following elements will not be included in the architect's responsibility:
15.3.2 The City intends to contract for certain parts
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Communications system design and installation $200,000
Furnishings and equipment 631,000
Landscape design and
construction 545,000
Total $1,376,000
The architect will be responsible for the following:
Site Development $700,000
Police/Fire Headquarters 5,900,000
Vehicle Maintenance Bldg. 1,400,000
Architect Total $8,000,000
(includes architect and construction manager fees
and contingency )
15.4 The following paragraph is added to Article 11
11.5 Should any action be brought relating to this - Miscellaneous Provisions.
agreement, the prevailing party shall be entitled to reasonable attorneys fees and costs.
15.5 Architect shall furnish owner with documents as
Design: - 1 copy of each final drawing - 15 bound 8 1/2" by 11" copies of final drawings
Construction: - 1 set of drawings on mylar film and 1 set of
- 2 copies of bound 8 1/2" by 11" specifications.
1 5.6 Ownership of Documents.
15.6.1 All completed documents prepared by architect
follows:
including cost estimates and other items necessary to aid in explaining the project.
reproducible specifications.
and required to be furnished to owner pursuant to this agreement shall be and remain the property of owner.
15.7 Arbitration and Attorneys Fees
15.7.1 Upon mutual agreement of the parties, all
questions in dispute under this aqreement may be submitted to arbitration. Such arbitration shall be conducted in accordance with the rules of the American Arbitration Association insofar
as the same are not in conflict with the laws of the State of California.
2.
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15.7.2 If either party petitions to confirm, correct or vacate the award as provided by Chapter 4 or Title 9 of the code of Civil Procedures (commencing with Section 1285), the
prevailing party shall be entitled as part of its costs, to a reasonable attorney's fee to be fixed -by the court.
or interpret this agreement, the prevailing party shall be entitled to reasonable attorney's fees and costs.
15.7.3 Should any legal action be brought to enforce
15.8 Indemnification.
15.8.1 Architect is skilled in the professional calling necessary to perform the services and duties agreed to be performed by an architect under this agreement, and owner, not
being skilled in such matters, relies upon the skill and knowledge of architect to perform said services and duties consistent with skills prevalent in the industry. Therefor, architect agrees to indemnify, hold harmless and defend owner, City Council and each member thereof, and every officer and employee of owner, from any and all liability or financial loss, including but not limited to, liability or loss resulting from any suits, claims, losses or actions brought by any person or persons and from all costs and expenses of litigation brought against owner, City Council and each member thereof, or any officer or employee of owner, by reason of injury to any person
or persons, including but not limited to, officers and employees of architect, or damage, destruction, or loss of property of any
kind whatsoever and to whomsoever it may belong; including but not limited to that of architect, resulting from any or all negligent activities or negligent operations of architect or any person employed by architect in the performance of this agreement.
1 5 . 9
15.9.1 Architect shall at all times during the term of
Insurance .
this agreement carry, maintain, and keep in full force and effect, in a form and with an insurance company acceptable to,
and approved by, the City Attorney, policies of motor vehicle liability insurance with minimum limits of $100,000/$300,000 personal injury and $50,000 property damage and Comprehensive General Liability Insurance, with minimum limits of $500,000 combined single limit in aggregate, against any injury, death, loss or damage as a result of negligent acts or omissions by the architect, together with an endorsement in substantially the form set forth below.
ENDORSEMENT
It is hereby understood and agreed that owner, its City Council and each member thereof and every officer and employee of owner shall be named as additional named insureds with severability of interests assured as respects claims arising out of the architectural services in connection with development of
the project.
3.
It is further agreed that the following Indemnity
Agreement between the owner and the named insureds is covered under the policy: Architect agrees to indemnify, hold harmless and defend owner, its City Council and each member thereof, and every officer and employee of owner from any and all liability or financial loss resulting from any suits, claims, losses, or actions brought against any employee of owner which results from the negligent actions of architect's officers, employees, agents or others employed by architect while engaged by architect in the performance of this agreement. It is further agreed that the inclusion of mre than one assured shall not operate to increase the limit of the company's liability and that insurer waives any right of contribution with insurance which may be available to owner.
above coverage, the company will give forty-five (45) days written notice of cancellation or material change to the certificate holder.
times during the term of this agreement, Workers' Compensation Insurance as required by law.
Insurance required herein, architect agrees that prior to submission of the plans and specifications to owner, architect shall obtain and shall maintain at all times thereafter Professional Liability Insurance in the amount of $250,000 which shall provide coverage for negligent acts, errors or omissions by architect which arise out of the professional services required by this agreement . Said Professional Liability Insurance shall
be in a form and with an insurance company acceptable to and approved by the City Attorney and shall be maintained in effect for a period of not less than five years following completion of all services under this agreement.
15.9.4 At all times during the term of this agreement, or as otherwise provided herein, architect shall maintain on file with the City Clerk of owner a certificate of the insurance carrier or carriers showing that the aforesaid policies are in
effect in the amount above provided, the insureds are named therein as specified herein and that the policies cannot be cancelled or reduced by architect except on forty-five (45) days notice to owner. Architect shall not have the right to receive compensation under this agreement until such certificate or certificates are filed with the City Clerk. Architect shall not cancel said insurance coverage without the owner having been given forty-five (45) days prior notice thereof by architect.
In the event of cancellation or material change in the
15.9.2 Architect agrees to maintain in force at all
15.9.3 In addition to Comprehensive General Liability
15.10 Independent Contractor..
15.10.1 The architect is and shall at all times remain as to the owner a wholly independent contractor. Neither the owner nor any of its agents shall have control over the conduct of the architect or any of the architect's employees, except as herein set forth. The architect shall not, at any time, or in any manner, represent that it or any of its agents or employees are in any manner agents or employees of the owner.
4.
I
15.11 Fair Employment Practices/Equal Opportunity Acts.
15.11.1 In performance of this agreement, the architect
shall comply with all applicable provisions of the California
Fair Employment Practices Act (California Labor Code Sections
1410 et. %.) and the applicable equal employment provisions of
the Civil Rlghts Acts of 1964 (42 U.S.C. 200e - 217), whichever is more restrictive.
15.12 Termination of Agreement.
15.12.1 If in the opinion of the owner, the architect
fails to perform or provide prompt, efficient and thorough service, or if the architect fails to complete the work within
the time limit provided, the owner shall have the right to terminate this agreement upon written notice to architect. Upon receipt of such notice, architect shall immediately cease work under the agreement, and furnish owner with all sketches, drawings, computations, plans and specifications. Insofar as such materials are complete and acceptable to owner, owner shall pay architect the reasonable value of the sevices rendered by architect: provided, however, the amount due shall not exceed ninety percent (90%) of the amount provided for the completion
the phase in which the agreement is terminated. Should owner terminate the agreement under this provision, it is understood and agreed that from that point forward owner will not be able refer to Ruhnau, McGavin, Ruhnau Associates as "architect" without prior written approval. In the event architect has performed partial design work at the time of termination, such
of
to
partial work, if used thereafter, will not be the responsibility of the architect nor will the architect be held liable for any further use of such documents .
15.13 Cancellation of Agreement.
15.13.1 Except as provided in Section 15.12 owner may cancel this agreement at any time upon fifteen (15) days written notice to architect. Architect agrees to cease all work under
this agreement on or before the effective date of such notice.
15.13.2 Owner reserves the riqht to amend the services
to be performed by and, accordingly the fee to be paid to, the architect, or to discontinue all further work at the end of any phase .
15.13.3 In the event of termination or cancellation of
this agreement by owner, due to no fault or failure of performance by architect, architect shall be paid full compensation for all services and duties performed by architect, an amount to be determined as follows:
payments which may have been made to architect under the provisions of this agreement prior to said cancellation.
terms and provisions of this agreement and for which payment is
not yet due, architect shall be paid an amount equal to the
amount of service performed prior to the effective date of cancellation; provided, however, that in no event shall the amount of money to be paid under the foregoing provisions of this
5.
(A) Architect shall be entitled to retain any
(B) For work done in accordance with all of the
paragraph exceed full performance
the amount which would be paid architect for the of said items of service.
15.14 Notice.
15.14.1 Whenever it shall be necessary for either party to serve notice on the other respecting this agreement, such
notice shall be served by certified mail addressed to the City Manager of owner, 1200 Elm Avenue, Carlsbad, California, 92008; or to architect David Ruhnau, 1207 Elm Avenue, Carlsbad, California 92008 unless and until different addresses may be
furnished in writing by either party to the other, and such notice shall be deemed to have been served within seventy-two
(72) hours after the same has been deposited in the United States Post Office by certified mail. This shall be valid and sufficient service of notice for all purposes.
15.15 Conflict of Interest.
15.15.1 The architect shall file a Conflict of Interest
with the City Clerk of owner. The architect shall report interests and investments in Real Property and Business entities in the City of Carlsbad.
15.16 Cost Reporting.
15.16.1 Any documentation or written report shall contain in a separate section the numbers and dollars amount of all contracts and subcontracts relating to the preparation of the document or report unless less than $5,000.
15.17 Prohibited Interest.
15.17.1 No official of the owner who is authorized in such capacity on behalf of the owner to negotiate, make, accept, or approve, or take part in negotiating, making, accepting, or approving of any architectural, engineering inspection, construction, or material supply contractor, or any subcontractor in connection with the construction of the project, shall become directly or indirectly interested personally in this contract or . in any part thereof. No officer, employee, architect, attorney, engineer, or inspector of or for the owner who is authorized in such capacity and on behalf of the owner to exercise any executive, supervisory, or other similar functions in connection with the performance of this contract shall become directly or indirectly interested personally in this contract or any part thereof .
15.18 Verbal Agreement or Conversation.
15.18.1 No verbal agreement or conversation with any officer, agent, or employee of the owner, either before, during, or after the execution of this contract, shall affect or modify any of the terms or obligations herein contained nor such verbal agreement or conversation entitle the architect to any additional payment whatsoever under the terms of this contract.
6.
15.19 Covenant Against Contingent Fees.
15.19.1 The architect warrants that the architect has not employed or retained any company or person, other than a bona fide employee, or consultant working for the architect, to solicit or secure this agreement, and that architect has not paid or agreed to pay any company or person, other than a bona fide employee, or consultant any fee, commission, percentage, brokerage
fee, gift, or any other consideration contingent upon, or resulting from the award or making of this agreement. For breach or violation of this warranty, the owner shall have the right to annul this agreement without liability, or, in its discretion, to
deduct from the agreement price or consideration, or otherwise recover, the full amount of such fee, commission, percentage, brokerage fee, gift or contingent fee.
15.20 Responsibility of the Architect.
15.20.1 The architect is hired to render a professional service only and any payments made to the architect are compensation solely for such services the architect may render and recommendations the architect may make in the course of this
project.
the engineer's or architect's registration number (both if applicable).
All plans, specifications and estimates shall include
15.21 Architect's Compliance.
15.21.1 The architect shall comply in all schematic design, design development and construction document preparation
with all applicable federal, state and local building and construction requirements and in the event the owner determines that any of these aspects do not comply with the applicable federal, state or local building or construction standards, the architect shall, at no expense to owner, revise the plans or specifications to conform therewith.
15.22 Conflict.
15.22.1 In the event of any conflict between the terms of this article and either other provisions of this agreement or
the general conditions of the contract for construction the terms
of this article shall control.
CITY OF CARLSBAD, a municipal corporation
By :
MARY H. CASLER, Mayor
ATTEST:
ALETHA L. RAUTENKRANZ, City Clerk
7.
APPROVED AS TO FORM:
VINCENT F. BIONDO, JR., City Attorney
RUHNAU, McGAVIN, RUHNAU ASSOCIATES
Architect
By :
ATTEST: DAVID RUHNAU, AIA