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HomeMy WebLinkAbout1985-03-05; City Council; 8069; Approval of Contract for Architectural ServicesCITN"W CARLSBAD -- AGENDVIILL AB # ef0i� 9 TITLE: MTG. 3/5/85 DEPT. FIR RECOMMENDED ACTION: APPROVAL OF CONTRACT FOR ARCHITECTURAL SERVICES DEPT. HD. CITY, ATTY v� CITY MGR.—!�� Approve Resolution No. %9/ directing the Mayor to execute an agreement for architectural services for the design of Fire Station #4. ITEM EXPLANATION: The Council approved funds in the FY 1984/85 C.I.P. budget for the design of Fire Station #4 to be built on a site near the intersection of Poinsettia Drive and Lagoon Lane. In December, 1984 Request For Proposals were sent out to all architects listed in the telephone book as being within the City of Carlsbad and, additionally, three other architects who expressed interest in the project. In response to the Request For Proposal the City received a total of six proposals for design services. These were examined and two of the six were eliminated, one for being non -responsive and the other for the amount of the proposal fee. The remaining four architects were interviewed by a panel representing the City Manager's office, the fire department and the purchasing office. The panel's recommendation was to award the contract to Esberisen & Associates. FISCAL IMPACT: Cost to the City of $12,000, plus incidental additional expenses as provided for in the contract. EXHIBITS: 1. Resolution No. 7VI jp 2. Request For Proposal. 3.. Agreement. z 0 a 0 z O 0 1 2 3 4 5' 6 7 8 9 10 11 12 13 14 15 16 17 1& 19 20 21 22 23 24 25 26 27 28 RESOLUTION NO. 7919 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CARLSBAD, CALIFORNIA APPROVING AN ARCHITECTURAL SERVICE AGREEMENT BETWEEN THE CITY OF CARLSBAD AND ESBENSEN F ASSOCIATES FOR SERVICES PERFORMED FOR CONSTRUCTION OF FIRE STATION #4, AND AUTHORIZING THE MAYOR TO EXECUTE SAID AGREEMENT WHEREAS, the City of Carlsbad and Esbensen & Associates have reached an agreement regarding the provision of architectu-ial services for construction of Fire Station #4, 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 Esbensen & Associates regarding the provision of architectural services for construction of Fire Station #4 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. PASSED, APPROVED AND ADOPTED at a regular meeting of the City Council of the City of Carlsbad, California, held on the 5th day of March , 1985 by the following vote, to wit: AYES' Council Mmrbers Casler, Lewis, Kulchin, Chick and Pettine NOES: None ABSENT: None ,J MARY H. SASEER, Mayor ATTEST: ALE HA L. RnUX NKRACity lerk R. KL'NDTZ, Deputy City Clerk (SEAL) 1200 ELM AVFNIJF CARLSBAD, CA 92008.1989 fit of 4Carldab FIRE DEPARTMENT December 3, 1984 REQUEST FOR PROPOSAL FOR FIRE STATION DESIGN TELEPHONIE (619) 438.5521 The enclosed request for proposal is for the design of a satellite fire station. The station will house a maximum of five personnel and two pieces of in-service apparatus. The basic design concept is that of a residential structure with certain changes made to accommodate the operations inherent in a fire station. As stated in the request for proposal, the architect selected will be expected to adhere to an already completed preliminary design. The importance of this lies with the exterior of the structure, which has been designed to blend into the surrounding residential. community. We hope to complete the selection process by the end of January, 1985 and to complete the design phase by the end of June, 1985. Construction is proposed for the 1985-86 fiscal year. Questions regarding the project should be referred to Battalion Chief Brian Watson, 438-5521. M K. THOMPSON Fir Chief fg enclosure REQUEST FOR PROPOSAL FOR S,I_TE DEVELOPMENT PLANS., ARCH.IT.ECTURAL PLANS_; CONSTRUCTION DRAWINGS AND SPECIFICATIONS FOR A FIRE STATION The City of Carlsbad is requesting proposals for the preparation of site development plans, architectural plans, construction drawings and specifications for a fire station. The design will generally conform to a preliminary site plan, floor plan and exterior design already prepared. The same floor plan will be used for a second station, but the site plan and exterior design will probably vary. The fire station design will follow the general concept of a residential building with variations built in to accommodate the day-to-day functions entailed in the operation of a typical municipal fire station. The station will be comprised of approximately 2,400 square feet of living area and 1,400 square feet of apparatus plan. SCOPE OF WORK The architect selected will be responsible for all design work associated with the project. The architect will work with representa- tives of the fire department throughout the design phase and will be involved in the development stage to the extent necessary to ensure compliance with specifications. BUDGET AND COMPLETION DATE The architect shall submit information sufficient to enable the City to measure the design costs and to evaluate these with other interested firms. The plans shall be completed on or before June 30, 1985. SELECTION CRITERIA The selection criteria will consist of: 1. Experience in successfully completing projects of a similar scope and nature. 2. A demonstrated understanding of the concept under which the stations are to be designed and used. 3. The design/development costs associated with the proposal. Existing reports and plans are available by prior arrangement with Battalion Chief Brian Watson (438-5521). Proposals should be submitted to: Brian Watson, Battalion Chief Carlsbad Fire Department 1200 Elm Avenue Carlsbad, CA 92008 prior to 5:00 p.m. January 4, 1985. a AGREEMENT FOR ARCHITECTURAL SERVICES THIS AGREEMENT, made and entered into as of the day of , 19 , by and between the CITY OF CARLSBAD, a municipal corporation, hereinafter referred to as "City," and ESBENSEN & ASSOCIATES hereinafter referred to as "Consultant." RECITALS City requires the services of ESBENSEN & ASSOCIATES to provide the necessary architectural/engineering services for preparation of final plans and specifications for Fire Station #4; and Consultant possesses the necessary skills and qualifications to provide the services required by City; { NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and a Consultant agree as follows: (1) CONSULTANT'S OBLIGATIONS The Consutlant's obligations shall be as specified in Article 1, "Architects Services and Responsibilities," of A.I.A. Document 8151, Abbreviated Owner - Architect Agreement. (2) CITY OBLIGATIONS The City shall be as specified in Article 2, "The Owner's Responsibilities," of A.I.A. Document B1510 Abbreviated Owner - Architect Agreement. S 3) WOES', AND COMPLETION The work under this contract will begin within 10 days after receipt of notification to proceed by the City and be completed within one -hundred twenty (120) days of that date. Extensions of time may be granted if requested by the Consultant and agreed to in writing by the Fire Chief. In consideration of such requests, the Fire Chief will give allowance for documented and substantiated unforeseeable and unavoidable delays not caused by a lack of foresight on the part of the Consultant, or delays caused by City inaction or other agencies' lack of timely action. (4) FEES TO BE PAID TO CONSULTANT The total fee payable according to Paragraph 5, Payment of Fees, shall be $12,000. Additional allowable payment for expenses shall be as specified in Paragraph 4.4 of Article 4, "Payments to Architect," contained in A.I.A. Document B151, Abbreviated Owner - Architect Agreement. (5) PAYMENT OF FEES A. An initial payment of one thousand two hundred dollars ($1,200) shall be made upon execution of this Agreement and credited to the design phase of the owner's account. B. Payment of fees shall be scheduled over four phases of the project with the payment due at the completion phase being equal to the indicated percentage of the total fee. A deduction of ten percent (10%) of each phase shall be withheld until the contract is certified as complete by the Fire Chief. Design Phase: Construction Documents Phase: Bidding Phase: Construction Phase: Twenty-five percent (25%) Sixty percent (60%) Five percent (5%) Ten percent (10%) • M L 13 1. wi umul-Onal SUVIOaS not covered within 'the scope of this Agreement, compensation shall be based upon a rate of thirty-five dollars ($35) per hour. D. Payments due the architect and unpaid under this Agreement shall bear interest from the date of payment is due at the rate of twelve percent (12%) annual. (6) CHANGES IN WORK If, in the course of this contract and design, changes seem merited by the Consultant or the City, and informal consultations with the other party indicate that a change in the conditions of the contract is warranted, the Consultant or the City may request a change in contract. Such changes shall be processed by the City in the following manner: A letter outlining the required changes shall be forwarded to the City or Consultant to inform them of the proposed changes along with a statement of estimated changes in charges or time schedule. After reaching mutual agreement on the proposal, a supplemental agreement shall be prepared by the City and approved by the City Council. Such supplemental agreement shall not render ineffective or invalidate unaffected portions of the agreement. Changes requiring immediate action by the Consultant or City shall be ordered by the Fire Chief who will inform a principal of the Consultant's firm of the necessity of such action and follow up with a supplemental agreement covering such work. (7) DESIGN STANDARDS The Consultant shall prepare the plans and specifications in accordance with the design standards of the City of Carlsbad and recognized current design practices. Applicable City of Carlsbad standards and regional standards shall be used where appropriate. Copies of such standards shall be obtained from the City of Carlsbad. a (8) WVEHAN T 5 AGAINST -CONTINGENT FEES The Consultant warrants that their firm has not employed or retained any company or person, other than a bona fide employee working for the Consultant, to solicit or secure this agreement, and that Consultant has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift, or any other consideration contingent upon, or resulting from, the award or making this agreement. For _breach or violation of this warranty, the City 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. (9) NONDISCRIMINATION CLAUSE The Consultant shall comply with the State and Federal Ordinances regarding nondiscrimination. (10) TERMINATION OF CONTRACT In the event of the Consultant's failure to prosecute, deliver, or perform the work as provided for in this contract, the City may terminate this contract for nonperformance by notifying the Consultant by certified mail of the termination of the contact. The Consultant, thereupon, has five working days to deliver said documents owned by the City and all work in progress to the Fire Chief. The Fire Chief shall make a determination of fact based upon the documents delivered to City of the percentage of work which .the Consultant has performed which is usable and of worth to the City in having the contract completed. Based upon that finding as reported to the City Council, the Council shall determine the final payment of the contract. (11) DISPUTES If a dispute should arise regarding the performance of work under this agreement, the following procedure shall be used to resolve any question of fact or interpretation not otherwise settled by agreement between parties. Such If 1A questions. if they become identified as a part of a dispute among persons operating under the provisions of this contract, shall be reduced to writing by the principal of the Consultant or the Fire Chief. A copy of such documented dispute shall be forwarded to both parties involved along with recommended methods of resolution which would be of benefit to both parties. The Fire Chief or principal receiving the letter shall reply to the letter along with a recommended method of resolution within ten days. If the resolution thus obtained is unsatisfactory to the aggrieved party, a letter outlining the dispute shall be forwarded to the City Council for their resolution through the office of the City Manager. The City Council may then opt to consider the directed solution to the problem. In such cases, the action of the City Council shall be binding upon the parties involved, although nothing in this procedure shall prohibit the parties seeking remedies available to them at law. (12) RESPONSIBILITY OF THE ARCHITECT 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. All plans, specifications and estimates shall include the engineer's or architect's registration number (both if applicable). (13) SUSPENSION OR TERMINATION OF SERVICES l This agreement may be terminated by either party upon tendering 30 days written notice to the other party. In the event of such suspension or termination, upon request of the City, the Consultant shall assemble the work product and put same in order for proper filing and closing and deliver said product to City. In the event of termination, the Consultant shall be paid for work performed to the termination date; however, the total shall not exceed the guaranteed total maximum. The City shall make the final determination as to the portions of tasks completed and the compensation to be made. Compensation to be made in compliance with the Code of Federal Regulations. 0 (14) STATUS OF THE CONSULTANT The Consultant shall perform the services provided for herein in Consultant's own way as an independent contractor and in pursuit of Consultant's independent calling, and not as an employee of the City. Consultant shall be under control of the City only as to the result to be accomplished and the personnel assigned to the project, but shall consult with the City as provided for in the request for proposal. (15) CONFORMITY TO LEGAL REQUIREMENTS The Consultant shall cause all drawings and specifications to conform to all applicable requirements of law: Federal, State, and local. Consultant shall provide all necessary supporting documents, to be filed with any agencies whose approval is necessary. The City will provide copies of the approved plans to any other agencies. (16) OWNERSHIP OF DOCUMENTS z All plans, studies, sketches, drawings, reports and specifications as herein required are the property of the City, whether the work for which they are made be executed or not. In the event this contract is terminated, all documents, plans, specifications, drawings, reports and sbidies shall be delivered forthwith to the City. Consultant shall have the right to make one (1) copy of 'the plans for his/her records. (17) HOLD HARMLESS AGREEMENT The City, its agents, officers and employees shall not be liable for any claims, liabilities, penalties, fines, or any damage to goods, properties, or effects of any person whatever, nor for personal injuries or death caused by, or resulting from, or claimed to have been caused by, or resulting from, any act or omission of Consultant or Consultant's agents, employees or representatives. Consultant agrees to defend, indemnify and save free and harmless the City and its authorized agents, officers, and employees against any of the foregoing liabilities or claims of any kind and any cost and expense that is incurred by le the City on account of any of the foregoing liabilities, including liabilities or claims by reason of alleged defects in any plans and specifications, unless the liability or claim is due, or arises out of, solely to the City's negligence. (18) ASSIGNMENT OF CONTRACT The Consultant shall not assign this contract or any part thereof or any monies due thereunder without the prior written consent of the City. (19) SUBCONIRACTING If the Consultant shall subcontract any of the work to be performed under this contract by the Consultant, Consultant shall be fully responsible to the City for the acts and omissions of Consultant's subcontractor and of the persons either directly or indirectly employed by the subcontractor, as Consultant is for the acts and omissions of persons directly employed by Consultant. Nothing contained in this contract shall create any contractual relationship between any subcontractor of Consultant and the City. The Consultant shall bind every subcontractor and every subcontractor of a subcontractor by the terms of this contract applicable to Consultant's work unless specifically noted to the contrary in the subcontract in question approved in ►vriting by the City. (20) PROHIBITED INTEREST No official of the City who is authorized in such capacity on behalf of the City 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 connectiotv 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 City who is authorized in such capacity and on behalf of the City to exercise any executive, supervisory, or other similar functions in connection with the performance of r this .contract shall become directly or indirectly interested personally in this contract or any part thereof. (21) VERBAL AGREEMENT OR'CONVERSATION No verbal agreement or conversation with any officer_, agent, or employee of the City, 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 Consultant to any additional payment whatsoever under the terms of this contract. (22) SUCCESSORS OR ASSIGNS Subject to the provisions of paragraph (17), Hold Harmless Agreement, all terms, conditions, and provisions hereof shall insure to and shall bind each of the parties hereto, and each of their respective heirs, executors, administrators, successors and assigns. (23) EFFECTIVE DATE This agreement shall be effective on and from the day and year first above written. (24) CONFLICT OF INTEREST The Consultant shall file a conflict of interest statement with the City ; Clerk of the City of Carlsbad. The Consultant snail reporti LitVCJ111TIVIN.a W& interests in real property. (25) INDEMNIFICATION 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. Therefore, 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 h r any nnreon or and from 47.1 f W yr• by J r pero IleC„ VVJ NJ 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. (26) INSURANCE Architect shall at all times during the term of 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 $500,000 combined single limit in aggregate, against any injury, death, loss or damage as a result of negligent acts or omissions by the architect, together with an endorsement in substantially the form set forth below. runnRgrmrWT It is hereby understood and agreed that owner, its City Council an(: each member thereof and every officer and employee of owner shall be named as additional named insureds with severability of interests assured as respects claims arising out of the architectural services in connection with development of the project. It is further agreed that the following Indemnity Agreement between the owner and the named insureds is covered under the policy: Architect agrees to Indemnify, hold harmless and defend owner, its City Council and each member thereof, and every officer and employee of owner from any and all liability or 1 financial loss resulting frnm any-Q:it-, viuiu�$, 1035c5, OP a0bions 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 more 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. In the event of cancellation or material change in the above coverage, the company will give forty-five (45) days written notice of cancellation or material change to the certificate holder. Architect agrees to maintain in force at all times during the term of this agreement, Workers' Compensation Insurance as required by law. In addition to Comprehensive General Liability 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. 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 /Se certificate or certificates are filed with the City Clerk. Ar h.Lu��� cancel said insurance coverage without the owner having been given forty-five (45) days prior notice thereof by architect. (27) INDEPENDENT CONTRACTOR 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. (28) FAIR EMPLOYMENT PRACTICES/EQUAL OPPORTUNITY ACTS 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. seg.) and the applicable equal employment provisions of the Civil Rights Acts of 1964 (42 U.S.C. 200e - 217), whichever is more restrictive. (29) TERMINATION OF AGREEMENT 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 of 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 to refer to Esbensen 451 & Associates as "architect" without prior written approval. In the event architect has performed partial design work at the time of termination, such 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. (30) CANCELLATION OF AGREEMENT Except as provided in Section 29 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. Owner reserves ,the right to amend the services to be performed by and, accordingly the fee to be paid to, the architect, or to discontinue all further wo:•k at the end of any phase. 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: A. Architect shall be entitled to retain any payments which may have been made to architect under the provisions of this agreement prior to said cancellation. B. For work done in accordance with all of the 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 zervice 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 paragraph exceed the amount which would be paid architect for the full performance of said items of service. (31) NOTICE 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 14 addressed to the City Manager of ownei, 1200 Elm Avenue, Carlsbad, California, 92008; or to architect Esbensen do A!;sociates, 6150 Yarrow Drive, Suite H, Carlsbad, California 92008 unless; and until different addresses may be furnished in writing by either patty to the other, and such notice shall be deemed to have been served within seventy-tivo (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. (32) COST REPORTING 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. (33) ARCHITECT'S COMPLIANCE The architect shall comply in all schematic design, design developmerit and construction document,preparation with all applicable federal, -state and local building and construction requirements and in the event the owner determine' 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. 17 (34) CONFLICT 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 contrcii. IN WITNESS 'WHEREOF, we have hereunto set our hands and seals. CITY OF CARLSBAD, a municipal corporation By: MARY H. CASLER, Mayor ATTEST: LETHA L. RAUTENKRANZ, City Clerk APPROVED AS TO FORM: VINCENT F. BIO , 3R., City Attorney 41 ESBENSEN & ASSOCIATES Architect By: PHILIP G. ESBENSEN, A.I.A. ATTEST: /j' THE AMERICAN INSTITUTE OF ARCHITECTS AIA Document 8151 Abbreviated Form of Agreement Between Owner and Architect For Construction Projects of Limited Scope 1978 EDITION THIS DOCUMENT HAS IMPORTANT LEGAL CONSEQUENCES, CONSULTATION WITH AN ATTORNEY IS ENCOURAGED WITH RESPECT TO ITS COMPLETION OR MODIFICATION AGREEMENT made as of the day of in the year of Nineteen Hundred and 1 BETWEEN the Owner: ,� nd the Architect: For the following Project: rinclude detailed description of Project location and scope.) Q The Owner and the Architect agree as set forth below. Coprrilht 1B74.'D11or11 by The American Institute of AtchiteCls, 171S New York Avenue, N.W, Washington, D.C, 20WA. keln4duttion ul the material herein or sutnuntid quotation tit Its ptuelsioes wtrhoat permission al she AIA violates the Cupsut;Lt laws of the t.mted Setts and will be wblect to Iepl ptosecutron. AIA DOCUMENT G1SI • AUNREYb\TEU OWNER -ARCHITECT ACREEVENT • IUNE 1174 EDITION • AIAM •L 19711 0 THE AMERII AN INSTITUIE Of ARCHITECTS. 1773 NEW YOR1; AVL%Uf, N.W., WASHINGTON. D.C. =* BlSl-1978 1 Terms and Conditions of Agreement Between Owner and Architect ARTICLE y ARCHITECT'S SERVICES AND RESPONSIBILITIES The Architect's Basic Services are as described un- der the four Phases identified below and in Article 10, and unless otherwise provided in Article 10; include normal structural, mechanical and electri- cal engineering services. 1.1 DESIGN PHASE 1.1.1 The Architect shall review with the Owner alterna- tive approaches to design and construction of the Project. 1.1.2 Based on the mutuelly accepted program and Proj- ect budget requirements, the Architect shall prepare, for approval by the Owner, Design Documents consisting of drawings and other documents appropriate for the Proj- ect, and shall submit to the Owner a Statement of Proba- ble Construction Cost. 1.2 CONSTRUCTION DOCUMENTS PHASE 1.2.1 Based on the approved Design Documents, the Ar- chitect shall prepare, for approval by the Owner, Con- struction Documents consisting of Drawings and Specifi- cations setting forth in detail the requirements for the construction of the Project and shall advise the Owner of any adjustments to previous Statements of Probable Construction Cost. 1.2.2 The Architect shall assist the Owner in connection with the Owner's responsibility for filing documents re- quired for'the approval of governmental authorities hav- ing jurisdiction over the Project. 1.4.4 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 the Work and to deter- mine in general if the %Fork is proceeding 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 quantity of the Work. On the basis of such on -site observations as an architect, the Architect shall keep the Owner informed of the progress and quality of the Work, and shall endeavor to guard the Owner against defects and deficiencies in the Work of the Contractor. 1.4.S The Architect shall not have control or charge of and shall not be responsible for construction means, methods, techniques, sequences or procedures, or for safety precautions and programs in connection with the Work, for the acts or omissions of the Contractor, Sub- contractors or any other persons performing any of the Work, or for the failure of any of them to carry out the Work in accordance with the Contract Documents. 1.4.6 The Architect shall at all times have access to the Work wherever it is in preparation and progress. 1.4.7 The Architect shall determine the amounts owing to the Contractor based on observations at the site and on evaluations of the Contractor's Applications for Pay- ment, and shall issue Certificates for Payment in such amounts. 1.4.8 The issuance of a Certificate for Payment shall con- stitute a representation by the Architect to the Owner, based on the Architect's observations at the site as pro- vided in Subparagraph 1.4.4 and on the data comprising 1.3 BIDDING OR NEGOTIATION PHASE I the Contractor's Application for Payment, that, to the best of the Architect's knowledge, information and belief, the 1.3.1 Unless provided in Article 10, the Architect, fol. Work has progressed to the point indicated; the quality of lowing the Owner's approval of the Construction Docu- ments and of the most recent Statement of Probable Con. the Work is in accordance with the Contract Documents (subject So an evaluation of the Work for conformance struction Cost, shall assist the Owner in obtaining bids or with the Contract Documents upon Substantial Comple- negotiated proposals and in awarding contracts for con- lion, to the results of any subsequeit tests required by nr struction, performed under the Contract Documents, to minor 1.4 CON57RUCTION PHASE -ADMINISTRATION OF THE deviations from the Contract Documents correctable pr.,)r CONSTRUCTION CONTRACT to completion, and to any specific qualifications stated in 1A.1 The Construction Phase will commence with the the Certificate for Payment); and that the Contractor is to in the amount certified. However, the award of the Contract for Construction and will terminate when final payment to the Contractor is due, or in the enticed payment Issuance of a Certificate for Payment shall not be a repre- absence of a final Certificate for Payment or of such due date, sixty -days after the Date of Substantial Completion sentation that the Architect has made any examination to ascertain how and for what purpose the Contractor has of the Work, whichever occurs first. used the moneys paid on account of the Contract Sum. 1.4.2 Unless otherwise provided in this Agreement and 1.4.9 The Architect shall be the interpreter of the re- incorporated in the Contract Documents, the Architect quirements of the Contract Documents and the judKe of shall provide administration of the Contract fir Construe- the performance thereunder by both the Owner and tion as set forth below and in the edition of AIA Docu- Contractor, and shall render written decisions on all ment A201, General Conditions of the Contract for Con• claims, disputes and other matters in question between struction, current as of the date of this Agreement. the Owner and the Contractor. In the capacity of inter- 1.4.3 The Architect shall be a representative of the Owner during the Construction Phase. Instructions to the preter and judge, the Architect shall endeavor to secure faithful performance by both the Owner and the Con - Contractor shall be forwarded through the Architect, tractor, shall not show partiality to either, and shall not be AIA DOCUMENT IIISI - ,ABBREVIATED OWNER -ARCHITECT ACREEMINT - IUNE 1918 EDITION - AIA 6151.197R 2 NEW YORK AVENUE, N.W.. WASHINGTON. D.C. 2M Q 1178 - THE AMERICAN INSTIIUIE 01 ARCHITECTS, 173S Ilable (Ir lI C rc atilt yr ,. n., *—f—'nl�t'An Of decision '.., �.. rendered in good faith in such capacity. 1.4.10 The Architect shall have authority;to reject Work which does not conform to the Contract Documents, and will have authority to require special inspection or testing of the Work whenever, in the Architect's reasonable opin- ion, it is necessary or advisable for the implementation of the intent,of `the Contract Documents. 1.4.1i The Architect shall review and approve or take other appropriate action upon the Contractor's submittals such as Shop Drawings, Product Data and Samples, but only for conformance with the design concept of the Work 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. 1.4.12 The Architect shall prepare Change Orders for the Owner's approval and execution, and shall have authority to order minor changes in the Work not involving an adjustment in the Contract Sum -or an extension of the \Contract Time. 1.4.13 The Architect shall conduct inspections to deter. mine the Dates of Substantial Completion and final com- pletion, and shall issue a final Certificate for Payment. 1.4.14 The extent of the duties, responsibilities and limita- tions of authority of the Architect as the Owner's repre- sentative during construction shall not be modified or ex- tended without written consent of the Owner, the Con- tractor and the Architect. 1.5 ADDITIONAL SERVICES 1.5.1 Additional Services shall be provided if authorized or confirmed in writing by the Owner or if included in Article 10, and they shall be paid for by the Owner as provided in -this Agreement. 1.5.2 If the Owner and the Architect agree that more extensive representation at the site than is described in Paragraph 1.4 shall be provided, such additional project representation shall be provided and paid for as set forth in Article 10. 1.6 TIME 1.61 The Architect shall perform services as expediti- ously as is consistent with professional skill and care and the orderly progress of the Work. ARTICLE 2 THE OWNER'S RESPONSIBILITIES The following services and responsibilities, and any others so indicated in Article 10, shall be un- dertaken by the Owner, 2.1 The Owner shall provide full information including a program, which shall set forth the Owner's design objectives, constraints and criteria. 2.2 The Owner shall furnish a legal descriot.on and a certified land survey of the site and the services of soil engineers or other consultants when such services are deemed necessary by the Architect. 2.3 The Owner shall furnish structural, mechanical, chemical and other laboratory tests, inspections and re. AIA DOCUMENT 1151 0 ABIREVIAHO OWNER -ARCHITECT AGREEMENT IIiNZ 19'A EUITION - AIAM 3 8151-1978 � 1918 •THE AMERICAN INSTITUTE Of ARCHITECTS, 1735 NEW YORK AVENUE. NAV., WASHINGTON, U.C. 20% ports as required by law or the Contract Documents. 2.4 The Owner shall furnish all legal, accounting and insurance counseling services as may be necessary at any time for the Project, including such auditing services as the Owner may require to verify the Contractor's Applica- tions for Payment or to ascertain how or for what pur. poses the Contractor uses the moneys paid by the Owner. 2.5 The services, information, surveys and reports re- quired by Paragraphs 2.2 through 2.4 inclusive shall be furnished at the Owner's expense, and the Architect shall be entitled to rely upon the accuracy and completeness thereof. 2.6 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. 2.7 The Owner shall furnish required information and shall render approvals and decisions as expeditiously as necessary for the orderly progress of the Architect's serv- ices and of the Work. 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. 3.7.2 The Construction Cost shall include at current mar- ket rates, including a reasonable allowance for overhead and profit, the cost of labor and materials furnished by the Owner and any equipment which has been designed, specified, selected or specially provided for by the Archi. tect. 3.1.3 Construction Cost does not include the compensa- tion of the Architect and the Architect's consultants, 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 It is recognized that neither the Architect nor ,he Owner has control over the cost of labor, materials or equipment, over the Contractor's methods of determining bid prices, or over competitive bidding, market or nego- tiating conditions. Accordingly, the Architect cannot and does not warrant or represent that bids or negotiated prices will not vary from any Statement of Probable Con. struction Cost or other cost estimate or evaluation pre- pared by the Architect. 3.2.2 No fixed limit of Construction Cost shall be estab- lished as a condition of this Agreement by the furnishing, proposal or establishment of a Prpject budget, unless such fixed limit has been agreed upon -in writing and signed by the parties hereto. If such a fixed limit has been estab- lished, the Architect shall be 1-. rmltticl to inrlude con- . tingencies for design, bidding and price escal.-mon, to de- termine what materials, equipment, component systems and types of construction are to be included is the Con- tract Documents, to make reasonable adjustmem, in the scope of the Project and to include in,the Contract Doc- uments Alternate Bids to adjust the Comuuction Cost to the fixed limit. Any such fixed limit shall be increased in the amount of any increase in the Contract Sum occurring after execution of the Contract for Construction. 3.2.3 Any Project budget or fixed limit of Construction Cost shall be adjusted to reflect any change in the general level of prices in the construction industry between the date of submission of the Construction Documents to the Owner and the date on which proposals are sought. 3.2.4 If a fixed limit of Construction Cost (aditwed as provided in Subparagraph 3.2.3) is exceeded by the low- est bona fide bid or negotiated proposal, the Owner shall (1) give written approval of an increase in such fixed limit, (2) authorize rebidding or renegotiating of the Project within a reasonable time, (3) if the Project is abandoned, terminate in accordance with Paragraph 7.2, or (4) coop- erate in revising the Project scope and quality as required to reduce the Construction Cost. In the case of (4), pro- vided a fixed limit of Construction Cost has been estab- lished as a condition of this Agreement, the Architect, without additional charge, shall modify the Drawings and Specifications as necessary to comply with the fixed limit. The providing of such service shall be the limit of the Architect's responsibility arising from the establishment of such fixed limit, and having done so, the Architect shall be entitled to compensation for all services performed, in accordance with this Agreement, whether or not the Con- struction Phase is commenced. carried by the Architect and the Architect's cerl- sultanis. 4.5 Payments on account of the Architect's Additional Services and for Reimbursable Expenses as defined in Paragraph 4.4 shall be made monthly upon presentation of the Architect's statement of services rendered or ex- penses incurred. 4.6 No deductions shall be made from the Architect's compensation on account of sums withheld from pay- ments to contractors. 4.7 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 receipt of written notice from the Owner of such suspension or abandonment, together with Reimbursable Expenses then due and all Termination Expenses as defined in Paragraph 7.4. If the Project is resumed after being suspended for more than three months, the Architect's compensation shall be equi(abiv adjusted. ARTICLE S OWNERSHIP AND USE OF DOCUMENTS 5.1 Drawings and Specifications as instruments of serv- ice are and shall remain the property of the Architect whether the Project for which they are made is executed or not. The Owner shall be permitted to retain copies, in- cluding reproducible copies, of Drawings and Specifica- ARTICLE 4 tions for information and reference in connection with PAYMENTS TO THE ARCHITECT the Owners use and occupancy of the Project. The Draw- ings and Specifications shall not be used by the Owner on 4.1 An initial }payment as set forth in Paragraph 9.1 is other projects, for additions to this Project, or for com- the minimum payment under this Agreement, pletion of this Project by others provided the Architect is 4.2 Subsequent payments for Basic Services shall be not in default under this Agreement, except by agreement made monthly and shall be in proportion to services per- in writing and with appropriate compensation to the formed within each Phase. 4.3 When compensation is based on a percentage of Architect. 5.2 Submission or distribution to meet official regula- Construction Cost, and any portions of the Project are deleted or otherwise not constructed, compensation for tory requirements or for other purposes in connection with the Project is not to be construed as publicatior in such portions of the Project shall be payable to the extent derogation of the Architect's rights. services are performed on such portions, in accordance with the schedule set forth in Subparagraph 9.2.2, based ARTICLE 6 on (1) the lowest bona fide bid or negotiated proposal, or ARBIIrRATION (2) if nc such bid or proposal is,received, the most recent Statement of Probable Construction Cost. 6.1 All claims, disputes and other matters in quest,on 4.4 Reimbursable Expenses include actual expenditures between the parties to this Agreement, arising out of or relating to this Agreement or the breach thereof, shall be made by the Architect in the interest of the Project for: decided by arbitration in accordance with the Const„rc- .1 expense of transportation and living expanses in out-of-town travel, authorized by tlon Industry Arbitration Rules of the American Arbi.ra- connection with tion Association then obtaining unless the parties mutu- the Owner, ally agree otherwise. No arbitration, arising out of or re- .2 long distance communications, lating to this Agreement, shall include, by consolidat.on, .3 fees paid for securing approval of authorities tlav- joinder or in any other manner, any additional person ing jurisdiction over the Project, not a party to this Agreement except by written consent .4 reproductions, containing a specific reference to this Agreement and .S postage and handling of Drawings and Specifica- signed by the Architect, the Owner, and any other person tions, sought to be joined. Any consent to arbitration invoking .6 renderings and models requested by the Owner, an additional person or persons shall not constitute con- .7 expense of overtime work requiring higher than sent to arbitration of any dispute not described therein. regular rates, if authorized by the Owner, This Agreement t,*% arbitrate and any agreement to arbi- .B expense of any additional insurance coverage or limits, Including professional liability insurance, trate with an additional person or persons duly consented to by the parties to this Agreement shall be specifH illy requested by the Owner in excess of that normally enforceable under the prevailing arbitration law. AIA DOCUMENT 11S1 - ABBREVIATED OWNER -ARCHITECT AGREEMENT - JUNE 1978 EDITION - AIA* B151-1978 (D 1978 - THE AMERICAN INSTITUTE OF ARCHITECTS, 173S NEW YORK AVENUE, N.W., WASHINGTON, O.C. 20006 ✓LZ ..I 6.2 In no event shall the demand for arbitration be made after the date when institution of legal or equitable proceedings based on such claim, dispute or other matter in question would be barred by the applicable statute of limitations. 6.3 The award rendered by the arbitrators shall be final, and judgment may be entered upon it in accordance with applicable law in any court having jurisdiction thereof. ARTICLE 7 TERMINATION OF AGREEMENT 7.1 This Agreement may be terminated by either party upon seven days' written notice should the other party fail substantially to perform in accordance with its terms through no fault of the party initiating the termination. 7.2 This -Agreement may be terminated by the Owner upon at least seven days' written notice to the Architect in the event that the Project.is permanently abandoned. 7.3 In the -event of termination not the fault of the Architect, the Architect shall be compensated for all services performed to termination date, together with Re- imbursable Expenses then due and all Termination Ex- penses as defined in Paragraph 7.4. 7.4 Termination Expenses include expenses directly at- trihutable to termination for which,.the Architect is not otherwise compensated, plus an amount computed as a percentage of the total compensation earned to the time of termination, as follows: .1 20 percent,if termination occurs during the Design Phase, or .2 10 percent if termination occurs during the Con- struction Documents Phase, or .3 5 percent if termination occurs during any subse- quent phase. ARTICLE 8 MISCELLANEOUS PROVISIONS 8.1 This Agreement shall be governed by the law of the principal place of business of the Architect. 8.2 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 Mork, and as to any acts or failures to act occurring after the relevant Date of Substantial Completion, not later than the date of issuance of the final Certificate for Payment. 8.3 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 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. 8.4 This Agreement represents the entire and` inte- grated agreement between the Owner and the Architect and supersedes all prior negotiations, representations or agreements, either written or oral. This Agreement may be amended .only by written instrument signed by both Owner and Architect. AIA DOCUMENT •1S1 - AEDREVIATEO OWNER -ARCHITECT AGREEMENT - IUNE 193 EDITION - AIAQ 5 B1S1-1978 0 1978 - THE AMERICAN INSTITUTE Or ARCHITECTS, 173S NEW YORK AVENUE, N.W., WASHINGTON, D.C. 2("