HomeMy WebLinkAboutCC RESO 14,623RESOLUTION NO. 14,623
A RESOLUTION AUTHORIZING THE CITY MANAGER
TO ENTER INTO AN AGREEMENT WITH A&E FOR
STUDY AND REPORT TO REPLACE HVAC SYSTEM AT CITY HALL
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 on a more efficient heating, ventilating and air conditioning (HVAC)
system for the Civic Center; and
WHEREAS, the city solicited proposals from nine architect and
engineering firms to undertake such a study; and
WHEREAS, out of four proposals received city staff has determined
that the firm of Paoluccio, Willis Nau Associates is best qualified to undertake
the study in accordance with the conditions set forth in the request for
propose L
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 PAOLUCCIO, WILLIS NAU ASSOCIATES to provide the study
and report for the HVAC system for the Civic Center.
PASSED and ADOPTED this 21st day of May, 1985.
Kile Morgan, M: or
ATTEST:
Ion Campbell, City
APPROVED AS TO FORM:
I HE AMERICAN INSTITUTE OF ARCHITECTS
AIA Document B141
Standard Form of Agreement Between
Owner and Architect
1977 EDITION
THIS DOCUMENT HAS IMPORTANT LEGAL CONSEQUENCES, CONSULTATION WITH
AN ATTORNEY IS ENCO JRACED WITH RESPECT TO ITS COMPLETION OR MODIFICATION
AGREEMENT
made as of the 29th
Hundred and Eighty-five
day of Apri I in the year of Nineteen
BETWEEN the Owner: NATIONAL CITY
and the Architect: PAOLUCCIO WILLIS NAU ASSOCIATES
For the following Project:
(Include detailed description of Project location and scope.)
Provide Study and Report and Report for the HVAC System for the National City
Administration Building, 1243 National City Boulevard, National City, California
The Owner and the Architect agree as set forth below.
Copy, hl 1917. 1926. 194E, 1951. 1957, 1958. 1961, 1%3, 1966. 1%7. 1970. 1974. O 1977 by The Amer,c•n Inlhlule
of An h.teclt. 1735 New Ynd. Avenue. N W . WJsh,n`tun, 11 C AKAA. Rrpn,d„clu,n of thy maten41 hrrr.n or
subslanoai uunlaunn 01 ,1s ptuv.s,ons w,thnul pr,mssmn of the *IA vudates the copyo6hl laws ul the Unacd
Stilts and w,t Le subject to legal prosccuoon.
AIA DOCUMENT 1141 • OSSNER ARCtIII1C1 AGREEME NI • 111IR1 E 0.4111 WI IION • IULY 1'l77 • MAR • 01977
lei( AMIRICAN INSf1TU1E Of ARCHITECTS, 1735 NEW PORK AVENUE, NW, %VASIIINC.lON. D C 700%
B141-1977 1
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 O\vner 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.
1.1.5 The Architect shall submit to the Owner a State-
ment of Probable Construction Cost based on current
area, \oIumc ur other unit costs.
1._ Ba.cd on the approved Schematic Design Docu-
men and any adjustments authorized by the Owner in
the pr 'ram or Project budget, the Architect shall pre-
pare, for pproval by the Owner, Design Development
Documents onslsting of drawings and other documents
to fix and dt nbe the size and character of the entire
Project as to ar itectural, structural, mechanical and elec-
trical systems, ma nals and such other elements as may
he appropriate.
1.2.2 The Architect s II submit to the Owner a further
Statement of Plobablc C strucllon Cost.
1.3 CONSTRUCTION DOCUA TS PHASE
1.3.1 Based on the approved b sign Development Doc-
uments and any further adjustme in the scope or qual-
ity of the Project or in the Project dget authorized by
the Owner, the Architect shall prepa for approval by
the Owner, Construction Documents co fisting of Draw-
ing. and Specifications setting forth in del. the require-
ments fur the construction of the Project.
1.3.2 The Architect shall assist the Owner in th. )repara-
tion of the necessary bidding information, bidden forms,
the Conditions of the Contract, and the form of r ree-
ment between the Olsner and the Contractor.
1st Indicated by changes in requirements or general
n • rket conditions.
1. The Architect shall assist the Owner in connection
wit the Owner's responsibility for filing documents re -
glint for the approval of governmental authorities hav-
ing j i.dletlon over the Project.
1.4 BI • DING OR NEGOTIATION PHASE
1.4.1 T Architect, following the Owner's approval of
the Const ction Documents and of the latest Statement
of Probabl Construction Cost, shall assist the Owner in
obtaining I ds or negotiated proposals, and assist in
awarding an- preparing contracts for construction.
1.5 CONSTR ION PHASE —ADMINISTRATION
OF THE CO STRUCTION CONTRACT
1.5.1 The Cons uclion Phase will commence with the
award of the Con act for Construction and, together ollh
the Architect's obl .ation to provide Basic Ser ices under
this Agreement, sell terminate when llnal pasmcnl to the
Contractor is due, o in the absence of a lanai Certificate
for Payment or of suc due date, sixty days after the Dale
of Substantial Complcl .n of the Work, whiCheS et Olt Ws
first.
1.5.2 Unless otherwise rosided in this Agreement and
Incorporated In the Cont 11! Documents, the Arcbucct
shall provide adnunlstratio of the Contract for Construc-
tion as set forth below and n the edition of AIA Docu-
ment A201, General Condit' 1s of the Contract fur Con-
struction, current as of the dat of this Agreement.
1.5.3 The Architect shall be a representative of the
Owner during the Construction Phase, and shall advise
and consult with the Owner. Ins! coons to the Contrac-
tor shall be forwarded through th Architect. The Archi-
tect shall have authority to act on chaff of the Owner
only to the extent provided in the .untract Documents
unless otherwise modified by wrltte Instrument In ac-
cordance with Subparagraph 1.5.1(a.
1.5.4 The Architect shall visit the sit. at intervals ap-
propriate to the stage of construction .r as otherwise
agreed by the Architect in writing to Ile time generally
familiar with the progress and quality of Its Work and to
determine in general if the Work is protect g in accord-
ance with the Contract Documents. Howevt the Archi-
tect shall not be required to make exhaust a or con-
tinuous on -site inspections to check the quafit or quan-
tity of the Work. On the basis of such on -sit observa-
tions as ,1n architect, the Architect shall keep It Owner
informed of the progress and quality of the \1'. k, and
shall endeavor to guard the Owner against defer. s and
deficiencies in the Work of the Contractor.
1.5.5 The Architect shall not have control or charts of
and shall not be responsible for construction me, s
methods, techniques, sequences or procedures, or .r
safety precautions and programs in connection with 11
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B141-1977 3
ork, or for the failure of any of them to carry out the
rk in accordance with the Contract Documents.
1. The Architect shall at all times have access to the
Wo wherever it is in preparation or progress.
1.5.7 The Architect shall determine the amounts owing
to the ontractor based on observations at the site and on
evaluat •its of the Contractor's Applications for Payment,
— and sha issue Certificates for Payment In such amounts,
as provi
d in the Contract Documents.
1,5.8 Thissuance of a Certificate for Payment shall
constitute representation by the Architect to the Owner,
based on t Architect's observations at the site as pro-
vided in Sub.aragraph 1.5.4 and on the data comprising
the Contracto 's Application for Payment, that the Work
has progresseto the point indicated; that, to the best of
the Architect's k owledge, information and belief, the qual-
ity of the Work in accordance with the Contract Docu-
ments (subject t. an evaluation of the Work for con-
formance with the Contract Documents upon Substantial
Completion, to Ih. results of any subsequent tests re-
quired by or perfor ed under the Contract Documents,
to minor deviations rom the Contract Documents cor-
rectable prior to com tion, and to any specific qualifica-
tions stated in the Ccr iicatc for Payment); and that the
Contractor is entitled to .ayment in the amount certified.
However, the issuance • a Certificate for Payment shall
not be a representation t at the Architect has made any
examination to ascertain w and for what purpose the
Contractor has used the m neys paid on account of the
Contract Sum.
1.5.9 The Architect shall b the interpreter of the re-
quirements of the Contract D uments and the judge of
the performance thereunder ► both the Owner and
Contractor. The Architect shall r der interpretations nec-
essary for the proper execution • progress of the Work
with reasonable promptness on w itten request of either
the Owner or the Contractor, and s all render written de-
cisions, within a reasonable time, o all claims, disputes
and other matters in question betwee the Owner and the
Contractor relating to the execution r progress of the
Work or the interpretation of the Cont ict Documents.
' 1.5.10 Interpretations and decisions of le Architect shall
be consistent with the intent of and real nably inferable
from the Contract Documents and shall in written or
graphic form. In the capacity of interpre r and judge,
the Architect shall endeavor to secure fait ful perform-
ance by both the Owner and the Contract r, shalt not
show partiality to either, and shalt not be li tie for the
result of any interpretation or decision renderd in good
faith in such capacity.
1.5.11 The Architect's decisions in matters re ling to
artistic effect shall be final if consistent with the i tent of
the Contract Documents. The Architect's deci i s on
any other claims, disputes or other matters, inc ding
those in question between the Owner and the Contr, tor,
shall be subject to arbitration as provided in this A}, ee-
ment and in the Contract Documents.
1.5.12 The Architect shall have authority to reject Wo
which does not conform to the Contract Document
the Contract Documents, the Architect will have author -
I( to require special inspection or testing of the tVuik rn
ac ',dance with the provisions of the Contract f)ur u
mcl s, \shelhcr Or not such Wur1. be then fabricated. in-
stant I or completed.
1.5.13 The Architect shall review and approve or taker
other a •ropriate action upon the Contractor's submittals
such as hop Orawrng', Product Data and Samples. but
only for on(ornlance with the design concept of the
Work anwith the information given in the Contract
Documents. Such action shall he taken with reasonable
promptness as to cause no delay. The Architect's ap-
proval of a sp cific item shall nut indicate approval of an
assembly of w ch the item Is a component.
1.5.14 The Ar rtect shall prepare Change Orders for
the Owner's app •val and execution in accordance with
the Contract Docu ents, and shall have authoritv to order
minor changes in t e Work nor involving an adtuslment
in the Contract Sum r an extension of the Contract Time
which are not inconsi tent with the intent of the Contract
Documents.
1.5.15 The Architect s ltl conduct inspections to deter-
mine the Dates of Subsl, rial Completion and 'trial com-
pletion, shall receive and forward to the Owner for the
Owner's review written wa ,irides and rcl.ttt•d dor uments
'Mitred by the Contract Icuments and assembled by
the Contractor, and shall tss a final Certificate for Pay-
ment.
1.5.16 The extent of the dulip responsibilities and IIn
nations of authority of the Arch ect as the Owner's reit
resentative during construction . ill not be modified or
extended without written consent f the Owner, the Con-
tractor and the Architect.
1.6 PROIECT REPRESENTATION BIYON BASIC SERVICES
1.6.1 It the Owner and Architect al, ee that more ex-
tensive representation at the site tha is described in
Paragraph 1.5 shall be provided, the Ar utect shall pro-
vide one or more Project Repre,entail.to assist the
Architect in carrying nut Such respnnsib,hli s at the site.
1.6.2 Sur h Project Representatives shall be .le•crt•d, ern-
ployed and directed by the Architect, and t e Architect
shall be compensated therefor as mutually greed be-
tween the Owner and the Architect as set iortl in an ex-
hibit appended to this Agreement. which shall escribe
the duties, responsibilities and limitations of aro rity of
such Project Representatives
1.6.3 Through the observations by such Project •pre-
sentalives, the Architect shall endeavor to proside fu her
protection for the Owner against defects and deficien es
in the Work, but the furnishing of such protect represen
tion shall not modify the rights. responsibilities or (Ail.);
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 Osvner
as provided in this Agreement, in addition to the
compensation for Basic Services.
4 6141-1977
AIA DOCUMENT 1141 • OWNER ARCNIII( 1 A(.xt lxl(NI • 1111RIIIN III 111111( IN • 1111 i•.-- • Ai,• • e, 1"v
DIE Am{ Ri(AN IN1111UIt lit ARCIIi II C11. 1735 Nlw 1'OR•. A\INI'I N sV. \\ AV11N1.II1N, UC Wit.
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 facihties, 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
2.1 Owner shall provide full information regarding
requireme for the Project including a program, which
shall set forth Owner's design objectives, constraints
and criteria, Inclu.. space requirements and relation-
ships, flexibility and ex. dabilily, special equipment and
systems and site requirem
2.2 If the Owner provides a • .get for the Project it
shall Include contingencies for hie . . changes in the
Work during construction, and other co which are the
responsibility of the Owner, including those scribed in
this Article 2 and in Subparagraph 3.1 2 The Ow shall.
at the request of the Architect, provide a stateme of
A1A DOCUMENT 1141 • OwN( R•ARCIII I (CT ACRI [MLNT • II IiK T I I N I!I [DIIION • IULY 1Y77 • AIA • 01977
1,1L A.t RICAN INSTITUTE Of AK( 111If CTS. 1715 N(w NOR.. AVINUI, NSV, %%As$IINC,TI)N. 1)C 701106
8141-1977 5
sentative authorized to act In the Owner's behalf with
rc .ect to the Project. The Owner or such authorized
re. esentative shall examine the documents submitted by
the rchitect and shall render decisions pertaining thereto
pro •tly, to avoid unreasonable delay in the progress of
the Ar uteri's services.
2.4 Th Owner shall furnish a legal description and a
certiired Ind survey of the site, giving, as applicable,
grades an lines of sired., alleys, pavements and adjoin-
ing proper ; rights -of -way, restrictions, casements, en-
croachments zoning, deed restrictions, boundaries and
contours of t site; locations, dimensions and complete
data pertainin o existing buildings. other improvements
and trees; and II information concerning available serv-
ice and utility li s both public and private, above and
below grade, Intl •Ing inverts and depths.
2.5 The Owner s II furnish the services of soil engi-
neers or other consul nts when such services are deemed
necessary by the Archi ct. Such services shall include test
borings, test pits, soil b• ring values, percolation tests, air
and water pollution test ground corrosion and resistivity
tests, including necessary erations for determining sub-
soil, air and water condtti• •s, with reports and appropri-
ate professional recommen. tions.
2.6 The Owner shall furn
chemical and other laboralor
ports as required by law or the
h structural, mechanical,
esls, inspections and re-
ontract Documents.
2.7 The Owner shall furnish all al, accounting and in-
surance counseling services as ma be necessary at any
time for the Project, including suc auditing services as
the Os%ner may require to verify the ..ntractor's Applica-
tions for Payment or to ascertain hoc or for what pur-
poses the Contractor uses the moneys aid by or on be-
half of the Owner.
2.8 The services, information, surveys
quired by Paragraphs 2.4 through 2.7 inc
furnished at the Owner's expense, and the A
be entitled to rely upon the accuracy and c
thereof.
2.9 If the Owner observes or otherwise beco •s aware
of any fault or defect in the Project or nonconf mance
with the Contract Documents, prompt written otice
thereof shall be given by the Owner to the Archit t.
2.10 The Owner shall furnish required information nd
services and shall render approvals and decisions as
peditiously as necessary for the orderly progress of t
d reports re-
sive shall be
chitect shall
pleteness
ARTICLE 3
CONSTRUCTION COST
3.1 DEFINITION
3.1.1 The Construction Cost shall be the total cost or
estimated cost 10 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 ur b)
the Architect.
3.1.3 Construction Cost dues not include the compen-
sation of the Arl bocci and the Architect's consultants.
the cost of the land, rights -of -way, or other costs which
are the responsibility Di the Owner as provided in Arti-
cle 2.
3.2 RESPONSIBILITY FOR CONSTRUCTION COST
3.2.1 Evaluations of the Owner's Project budget. Stale
ments of Probable Construction Cost and l)clailoll
Lstimates of Construction Cost, if any, prepared by the
Architect, represent the Architect's best judgment as a
design professional familiar svith 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 Oscncr. 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 bl• 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 can
tingencies for design, kidding and prii e escalation to de
term,ne what materials, equipment, component systems
and types of construction arc to be included in the Con-
tract Documents, to make reasonable adjustments in the
scope of the Project and to include in the Contract (Joe u-
incnts 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.
m •ced within three months after the Architect submits
the nstruction Documents to the Owner, any Project
budget fixed limit of Construction Cost shall be ad-
justed to r ect any change in the general level of prices
in the constr ion industry between the date of submis-
sion of the Con uction Documents to the Owner and
the date on which .posals are sought.
C
3.2.4 If a Project bu..•t or fixed limit of Construction
Cost (adjusted as prov,dc . in Subparagraph 3.2.3) is ex-
ceeded by the lowest bona de bid or negotiated pro-
posal, the Owner shall (1) gnwritten approval of an
increase in such fixed limit, (2) au •rize rebidding or re-
negotiating of the Project within a r .onable time, (31 if
the Project is abandoned, terminate in ccordance ssithk_
Paragraph 10.2, or (4) cooperate in revisi the Project
scope and quality as required to reduce the nstruction
Cost. In the case of (4), provided a fixed limit of . • nstruc-
lion Cost has been established as a condition of this ree-
ment, the Architect, without additional charge, shall n
6 B141-1977
AIA DOCUMENT EI DE • OwNER.AKCipltcl MattLMINI • 111I1:It IN111 (MOON • jAl1 1177 • AIA• . (s, Is))
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l
formed within each Phase of
the lime . Architect's responsibility arising from the
establishment o s . limit, and having done so, the
Architect shall he entitled to • Ilion for all services
performed, in accordance with this Agr whether
ARTICLE 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 cuss of their mandatory and
customary contributions and benefits related thereto, such
as employment taxes and other statutory employee bene-
fits, insurance, sick leave, holidays, vacations, pensions
and similar contributions and benefits.
ARTICLE 5
REIMBURSABLE EXPENSES
5.1 Reimbursable Expenses are in addition to the Com-
pensation for Basic and Additional Services and include
actual expenditures made by the Architect and the Archi-
tect's employees and consultants in, the interest of the
Project for the expenses listed in the following Sub-
paragraphs:
5.1.1 Expense of transportation in connection with the
Project; living expenses in connection with out-of-town
travel; long distance communications; and fees paid for
securing approval of authorities having jurisdiction over
the Project.
5.1.2 Expense of reproductions, postage and handling of
Drawings, Specifications and other documents, excluding
reproductions for the office use of the Architect and the
Architect's consultants.
5.1.3 Expense of data processing and photographic pro-
duction techniques when used in connection with Addi-
tional Services.
5.1.4 If authorized in advance by the Owner, expense of
overtime work requiring higher than regular rates.
5.1.5 Expense of renderings, models and mock-ups re-
quested by the Owner.
5.1.6 Expense of any additional insurance coverage or
limits, including professional liability insurance, requested
by the Owner in excess of that normally carried by the
Architect and the Architect's consultants.
ARTICLE 6
PAYMENTS TO THE ARCHITECT
6.1 PAYMENTS ON ACCOUNT OF BASIC SERVICES
6.1.1 An initial payment as set forth in Paragraph 14.1 is
the minimum payment under this Agreement.
made mono) y - - . in proportion to services per-
• hack set
6.1.3 If and to the extent that the Contract Time initially
established in the Contract for Construction is exceeded
or extended through no fault of the Architect, compensa-
tion for any Jasrc Services required for such extended
period of Administration of the Construction Contract
shall be computed as set forth In Paragraph 14 4 lur Addi-
tional Services.
Con lion Cost, and any portions of the Project are
deleted or • • • rwise not constructed, compensation for
such portions of •roject shall he payable to the extent
services are perfurme . - such portions. In accordant
with the schedule set forth a laragiaph 14 2.2, based
on (1) the lowest bona fide hid or n Merl proposal or.
(2) i( no such bid or proposal is receive . . nst recent
Statement of Probable Construction Cost or Det • Esti-
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 Reimbursable
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 the cost of changes in the Work other than
those for which the Architect is held legally liable.
6.4 PROJECT SUSPENSION OR TERMINATION
6.4.1 If the Project is suspended or abandoned in whole
or in part for more than three months. the Architect shall
he 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
10.4. 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 Reimbursable Expenses and expenses per-
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.
ARTICLE 8
OWNERSHIP AND USE OF DOCUMENTS
4•
ice
whether the
or not The Owner sti
eluding reproducible copies,
lions for information and reference in
Owner's use and occupancy of the Project
shall remain the property of the Architect
t for which they are made is executed
ermined to let.11n c()pies, in-
.its,ngs and Slier rfrca-
ction with the
ss rngs
AIA DOCUMENT 1111 • OWNER•ARC1111EC1 ACRt IMENT • IIPKIll NI11 IDIIION • IUIY 1'117 • AIAv • ID 1977
THE AM( RICAN INsiIIUIE OF ARCIIITECIS, 1735 NEW NOR!: AVENUE. NW. SVASI/INCION. DC. :0001,
B141-1977 7
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
All claims, disputes and other matters in question
be een the parties to this Agreement, arising out of or
relat •g to this Agreement or the breach thereof, shalt be
decide by arbitration in accordance with the Construc-
tion In• try Arbitration Rules of the American Arbitra-
tion Asso , tion then obtaining unless the parties mutu-
ally agree o erwise. No arbitration, arising out of or re-
lating to this greement, shall include, by consolidation,
joinder or in an other manner, any additional person not
a party to this A. •ement except by written consent con-
taining a specific r• erence to this Agreement and signed
by the Architect, the wner, and any other person sought
to be joined. Any con nt to arbitration involving an ad-
ditional person or perso shall not constitute consent to
arbitration of any dispute of described therein or with
any person not named or • •scribed therein. This Agree-
ment to arbitrate and any ag ement to arbitrate with an
additional person or persons • ly consented to by the
parties to this Agreement shall b pecifically enforceable
under the prevailing arbitration la+
9.2 Notice of the demand for arbitr on shall be filed in
writing with the other party to thus A. Bement and with
the American Arbitration Association. demand shall
be made within a reasonable time after Ih claim, dispute
or other matter in question has arisen. In event shall
the demand for arbitration be made after the fate when
institution of legal or equitable proceedings ased on
such claim, dispute or other matter in question ++ •uld be
barred by the applicable statute of limitations.
9.3 The award rendered by the arbitrators shall be •al,
and judgment may be entered upon it in accordance w
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 Desigr%
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.
in s those in AIA Document A201, General Conditions
of t Contract for Construction, current as of the date
of this reement.
11.3 As b ween the parties to this Agreement as to all
acts or failur• to act by either party to this Agreement,
any applicable tute of limitations shall commence to
run and any allege • cause of action shall be deemed to
have accrued in any a all events not later than the rele-
vant Date of Substantia ompletion of the Work, and as
to any acts or failures to a- occurring after the relevant
Dale of Substantial Completrnot later than the date of
issuance of the final Certificate Payment.
l
11.4 The Owner and the Archl t waive all rights
against each other and against the contractors, Consult-
ants, agents and employees of the other damages cov-
ered by any property insurance during cons ction as set
forth in the edition of AIA Document A201, eral Con•
ditions, current as of the date of this Agreem• t. The
Owner and the Architect each shall require appr• late
similar waivers from their contractors, consultants
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.
AIA DOCUMENT E1141 • O++ NE R•ARCint t CT AGREEMENT • IIIIRII!NIfi 1 UIIION • IUIY 1977 • AIAll • p 1977
8 6141-1977 THE AMERICAN INSTilUl( Of AICHIIECIS. 171S NEW YORK AVENUE, NW. 1VASIiING1ON. OC :roue
ARTICLE 14
BASIS OF COMPENSATION
The Owner shall compensate the Architect fur 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 ZERO dollars ($
shall be made upon execution of this Agreement and credited to the Owner's account as follows:
14.2 BASIC COMPENSATION Construction Documents: To be Negotiated
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:
Ilh•,v ,n,rn barn of romprn.aoun. rncludmp Loll amount.. muloplr, or p.,rrnuprr, a„J ,drnoly Pha.c, Iu whrth parr.( ular melhouh of rompen,a
oon apply, ,l nrtr.,ar) I
Study and Report: $10,000.
Upon completion of 50% submittal $5000.00
Upon completion of 100% submittal $5000.00
ces shall be made as provided in Subparagraph 6.1.2, so that Basic Compensation for each Phase shall
equa .flowing percentages of the total Basic Compensation payable:
(Include any aJJ,uonal Pna), • •ropoale 1
Schematic Design Phase: percent ( %)
Design D.evelop:::cnt Phase: percent ( %)
Construction Documents Phase: ercent ( %)
Bidding or Negotiation Phase: per °;,)
COPS1•61CI W'3 F)' •40
14.3 FOR PROJECT REPRESENTATION BEYOND BASIC SERVICES, as described in Paragraph 1.(., Compensation shall
be computed separately in accordance with Subparagraph 1.6 2.
AIA DOCUMENT 1141 • Own( R.ARCn( I ICI ACRE MINT • IIIIRIEENIl1 EDITION • IUIY 19:7 • AIA• • (J 1977
THE AMIRICAN INSTITUif OF ARCHITECTS. 173S NEW FORK AVENUE, NW. WASHIINGTON. OC 20006 6141-1977 9
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 Serstces, but excluding Additional Services of consultants, Compen-
sation shall be computed as follows:
(i lrvl' In,rtf bbn ut tnrnprn,Jlrun mclud,nx ,a,,. Jnd:u, ntuilgtirt id U.q,t I',v.r,nnii 1.,,ru.t• lot P',n(,pal. Jn,f I ntl,h•srr.
and (law)), rmplo, rot. d 'muted Idrnl,ly ,prr,hr set.,(eI to nhrch pan'. ul,r nn'Ihnt1. .,t , umprn.Joun Jppl, ,1 mar.. J,.
Principal Rate: $75/Hr.
All other employees: 2.5 multiplier times direct personnel expense
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 ' 1.15 Unit., the amount. hilted
to the Architect for such services
I1dentuv speclh( Irprs nl Urnsullarrls ,n Arl,de 15. al ea 1
14.5 FOR REIMBURSABLE EXPENSES, as described in Article 5, and any other items included in Article 1S as Reim-
bursable Expenses, a multiple of ( 1. 15 ) times the amounts ex
pended by the Architect, the Architect's employees and consultants in the interest of the Protect
14.6 Payments due the Architect and unpaid under this Agreement shall bear interest from the date payment is
due at the rate entered below, or in the absence thereof, at the legal rate prevailing al the principal place of
business of the Architect.
Mete ,n,o,t an, Iate of mlrre,t avert/ upon 1
. I1,ul, IJa. .ind trqu,lr(nrnls wider Ihr Irdrrjl ra,lh rr, (rndrng A(1. IJr •ialr and In, JI • , 1Jw. r.l nth, 1 eq�,IJI..,n• JI Ib.
Unnrr, Jnu An �•drt rl pt,nt,PJI plJu'> ul hu•ttm•• drrhq.p.nn td :Pr Putt.".,nd .Lin h,,r ntu, Jhrt du .•tl.d,ly ,rl l au. pltn,.r,.0 %tit. dr.
J,1..(r .Iruyhl h1• t,hIJ,n.Y1 Mrth ttr.pr4 III Ilrlr i.un. mud,l„ Jbun ,,, tang', nrputrnl,III. .u,1, .1% tyrdlrn ,In(in.uh•i tar njn rr..
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 compensatio
shall be equitably adjusted.
14.7.2 IF THE SERVICES covered by this Agreement have not been completed within Si X
( ) 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.
10 B141-1977
AIA DOCUMENT 1141 • Ot\•NI R.AKCI II II CI AE.KIIA,INI • 111110E 1•4111 IUIhI(1N • WIN 14-7 • AI'. • C 1'
DIE A.1l RICAN INSTITUTE (7F AKCIII II C is 17J5 NEW \UKK Alt NUE, NS\', \VA'IlIN(,ION. Ocvu,ll.
1
ARTICLE 15
OTHER CONDITIONS OR SERVICES
1. Provide the following services:
Survey existing HVAC System and related subsystems
Measure existing air and water quality and quantity for entire HVAC System
Evaluate HVAC System equipmentand related components
Review operating cost history and compare with candidate alternate HVAC
system design
Provide economic analysis of all candidate HVAC System designs
Provide cost estimate of proposed recommendations
Provide schematic drawing of prcposed HVAC design
Provide narrative description
2. All of the above shall be annotated in a bound report; six copies. Report
shall provide the basis for design which, when authorized, will provide the
basis for the construction documents; Article 1.
3. Period of Service:
Provide preliminary (50%) submittal within 60 calendar days following written
notice to proceed.
Provide final submittal within 45 days following receipt of review comments for
preliminary submittal
AUA DOCUMENT 11141 • OWNIR.ARCHIIECT AGREEMENT • 111IRIE(N111 EDITION • IUEY 1977 • AIM • Q 1977
111E AMERICAN INS111UIE UI ARCNII(CIS, 171S NEW \ORA AVENUE, N\V, WASHING1ON, D C. 70006 8141-1977 11
•
This Agreement entered into as of the day and year first written above.
OWNER
NATIONAL CITY
ARCHITECT
PAOLUCCIO WILLIS NAU ASSOCIATES
2100 Hoover,Avenue. National City, Ca. 7175 Construction Court, San Diego, Ca.
Tom G. McCabe, City Manager
4-
2/
P. Paoluccio AIA,PE
12 a141-1977
AM DOCUMENT 1141 • OWNU ARCHITECT AGREEMENT • THIKIE(Nil I ELATION • IUEY 1977 • AIA► • p 1977
THE AMERICAN INSTITUTE OE ARCHITECTS, 173S NEW YORI; AVENUE, NW. WASIIINGION. UC XCI0b