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HomeMy WebLinkAboutCC RESO 14,999RESOLUTION NO. 14,999 RESOLUTION OF THE CITY OF NATIONAL CITY AUTHORIZING THE CITY MANAGER TO EXECUTE AN AGREEMENT; FOR AE SERVICES FOR THE PROPOSED POLICE STATION FACILITY WHEREAS, the approved capital improvement budget for FY 1984-85 provided funding for the city to obtain professional services to conduct a study and report for the proposed Police Station facility; and WHEREAS, the city solicited proposals from seven architect and engineering firms to undertake such a study; and WHEREAS, out of three proposals received, city staff has determined that the firm of Delawie/Bretton/Wilkes Associates is best qualified to undertake the study in accordance with the conditions set forth in the request for proposal. NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of National City that the City Manager is hereby authorized to enter into an agreement with Delawie/Bretton/Wilkes Associates to provide the study and report for the proposed Police Station facility in National City. PASSED and ADOPTED this 24th day of June, 1986. Kile Nbrgan yor ATTEST: Campbell, Cit' Clerk APPROVED AS TO FORM: /j George H. Eiser, III -City Attorney C .,J THE AMERICAN INSTITUTE OF ARCHITE0-5:-HsJ- k t A 7- ,+e 47 AIA Document 8141 Standard Form of AgreementBetween Owner and Architect 1977 EDITION THIS DOCUMENT HAS IMPORTANT LEGAL CONSEQUENCES; CONSULTATION WITH AN ATTORNEY 15 ENCOURAGED WITH RESPECT TO ITS COMPLETION OR MODIFICATION AGREEMENT made as of the Nineteenth' day of June in the year of Nineteen Hundred and Eighty -Six. BETWEEN the Owner: and the Architect: City of National City 1243 National City Boulevard National City, CA 92050 _ Delawie/Bretton/Wilkes Associates AIA A California Corporation 2827 Presidio Drive San Diego, CA 92110 For the following Project: (Include detailed description of Project location and scope.) A NeN Police Facility located at the southeast corner of National City Boulevard and Plaza Boulevard, City of National City, California. The Owner and the Architect agree as set forth below. Copyright 1917, 1926, 1948, 1951, 1953, 1958, 1961, 1963, 1966, 1967, 1970, 1974, © 1977 by The American Institute of Architects, 1735 New York Avenue, N.W., Washington, D.C. 20006. Reproduction of the material herein or substantial quotation of its provisions without permission of the AIA violates the copyright laws of the United States and will be subject to legal prosecution. AIA DOCUMENT 8141 • OWNER -ARCHITECT AGREEMENT • THIRTEENTH EDITION • IULY 1977 • AIA8 • O 1977 B14�-1977 1 THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE, N.W., WASHINGTON, D.C. 20006 (This Page Is Blank) C TERMS AND CONDITIONS OF AGREEMENT BETWEEN OWNER AND ARCHITECT ARTICLE 1 ARCHITECT'S SERVICES AND RESPONSIBILITIES BASIC SERVICES The Architect's Basic Services consist of the five phases described in Paragraphs 1.1 through 1.5 and include normal structural, mechanical and electrical engineering services and any other services included in Article 15 as part of Basic Services. 1.1 SCHEMATIC DESIGN PHASE 1.1.1 The Architect shall review the program furnished by the Owner to ascertain the requirements of the Project and shall review the understanding of such requirements with the Owner. 1.1.2 The Architect shall provide a preliminary evalua- tion of the program and the Project budget requirements, each in terms of the other, subject to the limitations set forth in Subparagraph 3.2.1. 1.1.3 The Architect shall review with the Owner alterna- tive approaches to design and construction of the Project. 1.1.4 Based on the mutually agreed upon program and Project budget requirements, the Architect shall prepare, for approval by the Owner, Schematic Design Documents consisting of drawings and other documents illustrating the scale and relationship of Project components. . 1.15 The Architect shall submit to the Owner a State- ment of Probable Construction Cost based on current area, volume or other unit costs. * 1.2 DESIGN DEVELOPMENT PHASE 1.2.1 Based on the approved Schematic Design Docu- ments and any adjustments authorized by the Owner in the program or Project budget, the Architect shall pre- pare, for approval by the Owner, Design Development Documents consisting of drawings -and other documents to fix and describe the size and character of the entire Project as to architectural, structural, mechanical and elec- +trical systems; materials and such other elements as may be appropriate. 1.2.2 The Architect shall submit to the Owner a further Statement of Probable Construction 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 assist the Owner in the prepara- tion of the necessary bidding information, bidding forms, the Conditions of the Contract, and the form of Agree- ment between the Owner and the Contractor. 1.3.3 The Architect shall advise the Owner of any adjust- * ments to previous Statements of Probable Construction Cost indicated by changes in requirements or general market conditions. 1.3.4 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 BIDDING OR NEGOTIATION PHASE 1.4.1 The Architect, following the Owner's approval of the Construction Documents and of the latest Statement of Probable Construction Cost, shall assist the Owner in obtaining bids or negotiated proposals, and assist in awarding and preparing- contractsfor construction. *1.5 CONSTRUCTION PHASE —ADMINISTRATION OF THE CONSTRUCTION CONTRACT 1.5.1 The Construction Phase will commence with the award of the Contract for Construction and, together with the Architect's obligation to provide Basic Services under this Agreement, will terminate when final payment to the Contractor is due, or in the absence of a final Certificate for Payment or of such due date, sixty days after the Date of Substantial Completion of the Work, whichever occurs first. 1.5.2 Unless otherwise provided in this Agreement and incorporated in the Contract Documents, the Architect shall provide administration of the Contract for Construc- tion as set forth below and in the edition of AIA Docu- ment A201, General Conditions of the Contract for Con- struction, current as of the date of this Agreement. 1.53 The Architect shall be a representative of the Owner during the Construction Phase, and shall advise and consult with the Owner. Instructions to the Contrac- tor shall be forwarded through the Architect. The Archi- tect shall have authority to act on behalf of the Owner only to the extent provided in the Contract Documents unless otherwise modified by written instrument in ac- cordance with Subparagraph 1.5.16. 1.5.4 The Architect shall visit the site at intervals ap- propriate 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 determine in general if the Work is proceeding in accord- ance with the Contract Documents. However, the Archi- tect shall not be required to make exhaustive or con- tinuous on -site inspections to check the quality or quan- tity of the Work. On the basis of such on -site observa- tions 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. 1.5.5. The Architect shall not have control or charge of and shalls 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- AIA DOCUMENT 6141 • OWNER -ARCHITECT AGREEMENT • THIRTEENTH EDITION • JULY 1977 • AIA® • ©1977 THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE, N.W., WASHINGTON, D.C. 20006 B141-1977 3 * Architect shall not proceed with each subsequent phase until authorized in writing .by Owner. 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. C 15.6 The Architect shall at all times have access to the Work wherever it is in preparation or progress. 15.7 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 Payment, andshall issue Certificates for Payment.in such amounts, asprovided in the Contract Documents. 15.8 The issuance of a Certificate for Payment shall constitute a representation by the Architect to the Owner, based on the Architect's observations at the site as pro- vided in Subparagraph 1.5.4 and on the data comprising the Contractor's Application for Payment, that the Work has progressed to the point indicated; that, to the best of the Architect's knowledge, information and belief, the qual- ity of the Work is in accordance with the Contract Docu- ments (subject to an evaluation of the Work for con- formance 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 qualifica- tions stated in the Certificate for Payment); and that the Contractor is entitled to payment in the amount certified. However, the issuance of a Certificate for Payment shall not be a representation that the Architect has made any examination to ascertain how and for what purpose the Contractor has used the moneys paid on account of the Contract Sum. i 15.9 The Architect shall be the interpreter of the re- quirements of the Contract Documents and the judge of the performance thereunder by XXNiX the XXXX1(0(X XX Contractor. The Architect shall render interpretations nec- essary for the proper execution or progress of the Work with reasonable promptness on written request of either the Owner or the Contractor, and shall render written reC mendationSvithin a reasonable time, on all claims, disputes and other matters in question between the Owner and the Contractor relating to the execution or progress of the Work or the interpretation f he Con r t Documents. recbmmen�a�€Ions 15.10 Interpretations and XXXXXX of the Architect shall be consistent with the intent of and reasonably inferable from the Contract Documents and shall be in written or graphic form. In the capacity of interpreter and judge, the Architect shall endeavor to secure faithful perform- ance by )46XX9(XD(XXXXX�frXX�J(�(X9(�( Contractor, XXIXXIXX: XIM(XXIX and shalt not be liable for the result of any interpretation or r%XXXXr rencjere¢ in goad faith in such capacity. reconvn ndation recompendatlons 15.11 The Architect's XIXXX1X 'X in matters relating to artistic effect shall beXX�l(XX consistent with the intent of the Contract Documents. %(XitX99(i(94Rg(%'XX!. aCF lifiiXtiaXDQD(#4(X&7fdW C(X�XXlglA#%(#�C1 9(XOXX Mx Nog XQ XX':rxxxxixxxxvitr 1.5.12 The Architect shall have authority to reject Work which does not conform to the Contract Documents. Whenever, in the Architect's reasonable opinion, it is necessary or advisable for the implementation of the intent of the Contract Documents, the Architect will have author- ity to require special inspection or testing of the Work in accordance with the provisions of the Contract Docu- ments, whether or not such Work be then fabricated, in- stalled or completed. 1.5.13 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. 1.5.14 The Architect shall prepare Change Orders for the Owner's approval and execution in accordance with the Contract Documents, 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 which are not inconsistent with the intent of the Contract Documents. 1.5.15 The Architect shall conduct inspections to deter- mine the Dates of Substantial Completion and final com- pletion, shall receive and forward to the Owner for the Owner's review written warranties and related documents required by the Contract Documents and assembled by the Contractor, and shall issue a final Certificate for Pay- ment. 1.5.16 The extent of the duties, responsibilities and lim- itations of authority of the Architect as the Owner's rep- resentative during construction shall not be modified or extended without written consent of the Owner, the Con- tractor and the Architect. 1.6 PROJECT REPRESENTATION BEYOND BASIC SERVICES 1.6.1 If the Owner and Architect agree that more ex- tensive 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 Architect in carrying out such responsibilities at the site. 1.6.2 Such Project Representatives shall be selected, em- ployed and directed by the Architect, and the Architect shall be compensated therefor as mutually agreed be- tween the Owner and the Architect as set forth in an ex- hibit appended to this Agreement, which shall describe the duties, responsibilities and limitations of authority of such Project Representatives. 1.6.3 Through the observations by such Project Repre- sentatives, the Architect shall endeavor to provide further protection for the Owner against defects and deficiencies in the Work, but the furnishing of such project representa- tion shall not modify the rights, responsibilities or obliga- tions of the Architect as described in Paragraph 1.5. 1.7 ADDITIONAL SERVICES The following Services are not included in Basic Services unless so 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. 4 B141-1977 AIA DOCUMENT 8141 • OWNER -ARCHITECT AGREEMENT • THIRTEENTH EDITION • IULY 1977 • AIA) • © 1977 THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE, N.W., WASHINGTON, D.C. 20006 0 NY. * 1.7.1 Providing analyses of the Owner's needs, and pro- gramming the requirements of the Project. 1.7.2 Providing financial feasibility or other special studies. 1.7.3 Providing planning surveys, 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, sys- tems and equipment which are not intended to be con- structed during the Construction Phase. 1.7.5 Providing services 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 Preparing documents of alternate, separate or sequential bids or providing extra services in connection with bidding, negotiation or construction prior to the completion of the Construction Documents Phase, when requested by the Owner. 1.7.7 Providing coordination of Work performed by separate contractors or by the Owner's own forces. 1.7.8 Providing services in connection with the work of a construction manager or separate consultants retained by the Owner. 1.7.9 Providing Detailed Estimates of Construction Cost, analyses of owning and operating costs, or detailed quan- tity surveys or inventories of material, equipment and labor. ** 1.7.10 Providing interior design and other similar ser- vices required for or in connection with the selection, procurement or installation of furniture, furnishings and related equipment. 1.7.11 Providing services for planning tenant or rental spaces. 1.7.12 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. 1.7.13 Preparing Drawings, Specifications and supporting data and providing other services in connection with Change Orders to the extent that the adjustment in the Basic Compensation resulting from the adjusted Con- struction Cost is not commensurate with the services re- quired of the Architect, provided such Change Orders are required by causes not solely within the control of the Architect. 1.7.14 Making investigations, surveys, valuations, inven- tories or detailed appraisals of existing facilities, and serv- ices required in connection with construction performed by the Owner. 1.7.15 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. 1.7.16 Providing services made necessary by the default of the Contractor, or by major defects or deficiencies in the Work of the Contractor, or by failure of performance of either the Owner or Contractor under the Contract for Construction. **1.7.17 Preparing a set of reproducible record drawings showing significant changes in the Work made during construction based on marked -up prints, drawings and other data furnished by the Contractor to the Architect. 1.7.18 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. 1.7.19 Providing services after issuance to the Owner of the final Certificate for Payment, or in the absence of a final Certificate for Payment, more than sixty days after the Date of Substantial Completion of the Work. 1.7.20 Preparing to serve or serving as an expert witness in connection with any public hearing, arbitration pro- ceeding or legal proceeding. 1.7.21 Providing services of consultants for other than the normal architectural, structural, mechanical and elec- trical engineering services for the Project. 1.7.22 Providing any other services not otherwise in- cluded in this Agreement or not customarily furnished in accordance with generally accepted architectural practice. 1.8 TiME 1.8.1 The Architect shall perform Basic and Additional Services as expeditiously as is consistent with professional skill and care and the orderly progress of the Work. 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 required as the Project proceeds, and shall include allowances for peri- ods of time required for the Owner's review and approval of submissions and for approvals of authorities having jurisdiction over the Project. 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 If the Owner provides a budget for the Project it shall include contingencies for bidding, changes in the Work during construction, and other costs which are the responsibility of the Owner, including those described in this Article 2 and in Subparagraph 3.1.2. The Owner shall, at the request of the Architect, provide a statement of funds available for the Project, and their source. AIA DOCUMENT 8141 • OWNER -ARCHITECT AGREEMENT • THIRTEENTH EDITION • JULY 1977 • AIA® • ICE 1977 THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE, N.W., WASHINGTON, D.C. 20006 8141-1977 5 * Reviewing and supplementing Owner's program is included in Basic Services. ** Space Planning is included in Basic Services. ** "As-Builts" are included in Basic Services from information furnished by General Contractor. 2.3 The Owner shall designate, when necessary, a rep- resentative authorized 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 Architect's services. 2.4 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 serv- ice and utility lines both public and private, above and below grade, including inverts and depths. 2.5 The Owner shall furnish the services of soil engi- neers or other consultants when such services are deemed necessary by the Architect. Such services shall include test borings, test pits, soil bearing values, percolation tests, air and water pollution tests, ground corrosion and resistivity tests, including necessary operations for determining sub- soil, air and water conditions, with reports and appropri- ate professional recommendations. - 2.6 The Owner shall furnish structural, mechanical, chemical and other laboratory tests, inspections and re- ports as required by law or the Contract Documents. The Owner shall furnish ail legal, accounting an suranc� a to seling services as may be ne at any time for the Pro • cluding s sting services as the Owner may require the Contractor's Applica- tions for Payme o ascertain r for what pur- poses t ntractor uses the moneys pat on be- o the Owner. 2.8 The services, information, surveys and reports re- quired by Paragraphs 2.4 through 2.7 inclusive shall be furnished at the Owner's expense, and the Architect shall be entitled to rely upon the accuracy and completeness thereof. - 2.9 If the Owner observes or otherwise becomes aware 3._--of any fault or defect in the Project or nonconformance with the Contract Documents, prompt written notice thereof shall be giver.. -by the Owner to the Architect. 2.10 The Owner shall furnish required information and services and shall render approvals and decisions as ex- peditiously as necessary for the orderly prdgress of the Architect's services and of the Work. l 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 include at current market rates, including a reasonable allowance for over- head and profit, the cost of labor and materials furnished by the Owner and any equipment which has been de- signed, specified, selected or specially provided for by the Architect. 3.1.3 Construction Cost does not include the compen- sation of the Architect and the Architect's consultants, the cost of the land, rights -cif -way, or other costs which are the responsibility of the Owner as providedin Arti- cle 2. 3.2 RESPONSI8IUTY FOR CONSTRUCTION COST 3.2.1 Evaluations of the Owner's Project budget, State- ments of Probable- Construction Cost' and Detailed. Estimates of Construction Cost, if any, prepared by the Architect, represent the Architect's best judgment as a design professional familiar with the construction indus- try. It is recognized, however, that neither the Architect nor the Owner has control over the cost of labor, mate- rials or equipment, over the Contractor's methods of de- termining bid prices, or over competitive bidding, market or negotiating conditions. Accordingly, the Architect cannot and does not warrant or represent that bids or negotiated prices will not vary from the Project budget proposed, established or approved by the Owner, if any, or from any Statement of Probable Construction Cost or other cost estimate or evaluation prepared by the Archi- tect. 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 Project budget under Sub- paragraph 1.1.2 or Paragraph 2.2 or otherwise, 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 permitted to include con- tingencies for design, bidding and price escalation, to de- termine what materials, equipment, component systems and types of construction are to be included in the Con- tract Documents, to make reasonable adjustments in the scope of the Project and to include in the Contract Docu- ments alternate bids to adjust the Construction 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 If the Bidding or Negotiation Phase has not com- menced within three months after the Architect submits the Construction Documents to the Owner, any Project budget or fixed limit of Construction Cost shall be ad- justed to reflect any change in the general level of prices in the construction industry between the date of submis- sion of the Construction Documents to the Owner and the date on which proposals are sought. 3.2.4 If a Project budget or fixed limit of Construction Cost (adjusted as provided in Subparagraph 3.2.3) is ex- ceeded by the lowest bona fide bid or negotiated pro- posal, the Owner shall (1) give written approval of an increase in such fixed limit, (2) authorize rebidding or re- negotiating of the Project within a reasonable time, (3) if the Project is abandoned, terminate in accordance with Paragraph 10.2, or (4) cooperate in revising the Project scope and quality as required to reduce the Construction Cost. In the case of (4), provided a fixed limit of Construc- * tion Cost has been established as a condition of this Agree- ment, the Architect, without additional charge, shall mod- ify the Drawings and Specifications as necessary to comply AIA DOCUMENT B141 • OWNER -ARCHITECT AGREEMENT • THIRTEENTH EDITION • JULY 1977 • AIA®• Q 1977 6 B141-1977 THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE, N.W., WASHINGTON D.C. 2Q006 * Statement of Probable Construction Cost approved at completion of Design Development Phase shall be considered the fixed limit of Construction Cost. C other projects, for additions to this Project, or for comple- tion of this Project by others provided the Architect is not in default under this Agreement, except by agreement in writing and with appropriate compensation to the Archi- tect. 8.2 Submission or distribution to meet official regulatory requirements or for other purposes in connection with the Project is not to be construed as publication in derogation of the Architect's rights. ARTICLE 9 ARBITRATION .1 All claims, disputes and other matters in questio een the parties to this Agreement, arising out of • r ng to this Agreement or the breach thereof, sh- . be d by arbitration in accordance with the Co. truc- ustry Arbitration Rules of the American rbitra- iation then obtaining unless the pa '-s mutu- ally agree 'therwise. No arbitration, arising • . t of or re- lating to thi- Agreement, shall include, by '•nsolidation, joinder or in a'y other manner, any additi• al person not a party to this • : reement except by wri n consent con- taining a specific -ference to this Agreement and signed by the Architect, th Owner, and any ether person sought to be joined. Any co -sent to arbit : tion involving an ad- ditional person or pers.-ns shall •t constitute consent to arbitration of any dispu - not escribed therein or with any person not named or •e -ribed therein. This Agree- ment to arbitrate and any a: eement to arbitrate with an additional person or per .ns •uly consented to by the parties to this Agreemen shall . - specifically enforceable under the prevailing ar•.Itration la 9.2 Notice of the d- mand for arbit . tion shall be filed in writing with the o er party to this reement and with the American Arbitration Association. he demand shall be made withi a reasonable time after t - claim, dispute or other mat =r in question has arisen. In 'o event shall the demanfor arbitration be made after th date when institutio of legal or equitable proceeding based on such cl- , dispute or other matter -in question • ould be ba - • • the applicable statute of limitations. 9.3 C The award rendered by the arbitrators shall be a • judgment may be entered upon it in accordance pplicable law in any court having jurisdiction thereof. nal, th ARTICLE 10 TERMINATION OF AGREEMENT 10.1 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. 10.2 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. 10.3 In the event of termination not the fault of the Ar- chitect, the Architect shall be compensated for all services performed to termination date, together with Reimburs- able Expenses then due and all Termination Expenses as defined in Paragraph 10.4. 10.4 Termination Expenses include expenses directly at- tributable to termination for which the Architect is not otherwise compensated, plus an amount computed as a percentage of the total Basic and Additional Compensa- tion earned to the time of termination, as follows: .1 20 percent if termination occurs during the Sche- matic Design Phase; or .2 10 percent if termination occurs during the Design Development Phase; or .3 5 percent if termination occurs during any subse- quent phase. 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 Architect. 2 Terms in this Agreement shall have the same mean in; .s those in AIA Document A201, General Condit i• s of th- Contract for Construction, current as of th date of this •;reement. 11.3 As b- ween the parties to this Agreem- : as to all acts or failur to act by either party to t Agreement, any applicable .tute of limitations sh- commence to run and any alleg cause of action all be deemed to have accrued in any a - . all events • •t later than the rele- vant Date of Substantia omple 'on of the Work, and as to any acts or failures to t • curring after the relevant Date of Substantial Comple • , not later than the date of issuance of the final Cer sate •r Payment. 11.4 The Owner a. : the Arch' ect waive all rights against -each other . nd against the • ntractors, consult- ants, agents and mpioyees of the other or damages cov- ered by any p-•perty insurance during co ruction as set forth in th- • •ition of AIA Document A201, neral Con- ditions, rrent as of the date of this Agree •ent. The Own- and the Architect each shall require app •priate si ' r waivers from their contractors, consultan .nd nts. 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. ARTICLE 13 EXTENT OF AGREEMENT 13.1 This Agreement represents the entire and integrated agreement between the Owner and the Architect and supersedes all prior negotiations, representations or agree- ments, either written or oral. This Agreement may be amended only by written instrument signed by both Owner and Architect. 8 B141-1977 AIA DOCUMENT B141 • OWNER -ARCHITECT AGREEMENT • THIRTEENTH EDITION • JULY 1977 • AIA® • ©1977 THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE, N.W., WASHINGTON, D.C. 20006 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 AN INITIAL PAYMENT of None required. dollars ($ shall be made upon execution of this Agreement and credited to the Owner's account as follows: 14.2 BASICCOMPENSATION for Schematic Design and Development Phase only shall be 2.1% of total probable Construction Cost. 14.2.1 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: (Here insert basis of compensation, including fixed amounts, multiples or percentages. and identify Phases to which particular methods of compensa- tion apply, it necessary.) At the completion of the Schematic Design and Design Development Phases, the total Basic Compensation shall be converted to a Lump Sum Fee of 8.4% of the approved Design Development Phase statement of probable Construc- tion Cost. 14.2.2 Where compensation is based on a Stipulated Sum or Percentage of Construction Cost, payments for Basic Services shall be made as provided in Subparagraph 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.) Schematic Design Phase: Fifteen percent (15 %) Design Development Phase: Ten percent (10 %) Construction Documents Phase: Fifty percent (50 %) Bidding or Negotiation Phase: Five percent ( 5 %) Construction Phase: Twenty percent (20 %) Payment toward each phase shall be invoiced monthly and shall not exceed work completed for that phase. 14.3 FOR PROJECT REPRESENTATION BEYOND BASIC SERVICES, as described in Paragraph 1.6, Compensation shall be computed separately in accordance with Subparagraph 1.6.2. AIA DOCUMENT 8141 • OWNER -ARCHITECT AGREEMENT • THIRTEENTH EDITION • JULY 1977 • AIAe • © 1977 THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE, N.W., WASHINGTON, D.C. 20006 8141-1977 9 C C 14.4 COMPENSATION FOR ADDITIONAL SERVICES 14.4.1 FOR ADDITIONAL SERVICES OF THE ARCHITECT, as described in Paragraph 1.7, and any other services in- cluded in Article 15 as part of Additional Services, but excluding Additional Services of consultants, Compen- sation shall be computed as follows: (Here insert basis of compensation, including rates and/or multiples of Direct Personnel Expense for Principals and employees, and identify Principals and classify employees, if required. Identify specific services to which particular methods of compensation apply, if necessary.) PRINCIPALS: Homer Delawie FAIA: Michael B. Wilkes AIA: John Bretton CSI: $90.00 per Hour $90.00 per Hour $90.00 per .Hour ASSOCIATES / ARCHITECTS: Andrew Rodrigues AIA: $55.00 per Hour DRAFTSMEN: Billed at three times their Direct Personnel Expense. (Average) $45.00 per. Hour 14.4.2 FOR ADDITIONAL SERVICES OF CONSULTANTS, including additional structural, mechanical and electrical engineering services and those provided under Subparagraph 1.7.21 or identified in Article 15 as part of Addi- tional Services, a multiple of One 1.0 ) times the amounts billed to the Architect for such services. (identify specific types of consultants in Article 15. if required.) • 14.5 FOR REIMBURSABLE EXPENSES, as described in Article 5, and any other items included in Article 15 as Reim- bursable Expenses, a multiple of One point fifteen ( 1.15 ) times the amounts ex- pended by the Architect, the Architect's employees and consultants in the interest of the Project. 14.6 Payments due the Architect and unpaid under this Agreement shall bear interest from the date payment is due at the fate entered below, or in the absence thereof, at the legal rate prevailing at the principal place of business of the Architect. (Here insert any rate of interest agreed upon.) (Usury laws and requirements under the Federal Truth in Lending Act. similar state and local consumer credit laws and other regulations at the Owner's and Architect's principal places of business, the location of the Project and elsewhere may affect the validity of this provision. Specific legal advice should be obtained with respect to deletion, modification, or other requirements such as written disclosures or waivers.) 14.7 The Owner and the Architect agree in accordance with the Terms and Conditions of this Agreement that: 14.7.1 IF THE SCOPE of the Project or of the Architect's Services is changed materially, the amounts of compensation shall be equitably adjusted. 14.7.2 IF THE SERVICES covered by this Agreement have not been completed within Twelve ( ) months of the date hereof, through no fault of the Architect, the amounts of compensation, rates and multiples set forth herein shall be equitably adjusted. AIA DOCUMENT B141 • OWNER -ARCHITECT AGREEMENT • THIRTEENTH EDITION • JULY 1977 • AIA • © 1977 THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE, N.W., WASHINGTON, D.C. 20006 10 B141-1977 ARTICLE 15 OTHER CONDITIONS OR SERVICES 15.1 Project Scope of Work shall be as outlined on attached copies of Pages 1, 2, 7 and 8 of original "Request For Proposal". 15.2 Basic Services shall includeall work outlined in 15.1 above except for studies of "Potential Future Parking Area" as outlined in the Request For Proposal which shall be considered Additional Services and compensation paid on an hourly basis not to exceed Five Thousand Dollars ($5,000.00). 15.3 It is understood that no AE expenditures will begin on Phase II, III or IV without prior written approval of the City of National City. AIA DOCUMENT B141 • OWNER -ARCHITECT AGREEMENT • THIRTEENTH EDITION • JULY 1977 • AIA. • O 1977 THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE, N.W., WASHINGTON, D.C. 20006 8141-1977 11 • This Agreement entered into as of the day and year first written above. WNER ity of National City 1243 National City Boulevard National Cy, CA 92050 AR HITECT Del awie/Bretton/Wilkes Associates AIA 2827 Presidio Drive San Di o, C9'L0 %Hama e e 1 President 12 A141-1977 AIA DOCUMENT B141 • OWNER -ARCHITECT AGREEMENT • THIRTEENTH EDITION • JULY 1977 • AIA, • © 1977 THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE, N.W., WASHINGTON, D.C. 20006