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Hawley Peterson & Snyder AGREEMENT FOl"~ Architectural Services Bet wee....' City of Gilroy and Hawley Peterson & Snyder, Architects This AGREEMENT, entered into this day of , 1989 by and between the City of Gilroy, a municipal corporation, whose address is 7351 Rosanna Street, Gilroy, CA 95020, hereinafter called "City", and Hawley Peters.:.....' 8, S....,ydel"~, Al"~chitects, whose address is 100 View Street, #200, Mountain View, CA 94041, herinafter called "Architect". RECITALS City desires to contract for certain Architectural services, for additions to the existing City Hall for the expansion of the Finance Department (approx. 2,870 sq. ft.) and the Parks & Recreation Department (approx. 980 sq. ft.). Architect is an Architectural firm licensed in California, qualified and willing to do said independent contractor. the State wOl"~k as clf a....' City desires to retain professional services of Architect to work on Project subject to the terms and conditions hereinafter set fClrth. NOW, THEREFORE, i...., co....,sidel"~atiol'., o'F the recitals aY'ld mutual promises contained herein, City and Architect agree as follows: City does hereby engage Schematic Design, Design Bidding, and Construction services when authorized in Architect for services consisting of Development, Construction Documents, Administration, and for additional writing by the City. BASIC SERVICES City does hereby engage Architect services: for the following basic Schematic Design Design Development Construction Documents Biddi....,g Construction Administration (Refer to Appendix A for further description of these services. COMPENSATION The fees for these services are as follows: Schematic Design, Schematic Construction Documents and maximum fee of $100,000.00. Design, Design Bidding..........A Deve I opme....'t , guara....'teed Construction Administration............Hourly billings per enclosed rate schedule estimated to be $22,000.00. In addition to these basic services, the City desires to engage the Architects for additional services as follows: Master Plan of Civic Center Revising existing Air Conditioning and Heating (HVAC) to improve its performance. systems Installation of Automatic Fire Sprinkler (AFS) System in the City Museum. The fees for additional services are as follows: Master Plan................................$ 3,500.00 HVAC System................................$15,000.00 Ml_\Seltrl1 AFS.... II .. . .. II II II .. . .. .. .. .. " .. .. " .. .. .. . II .. .. .. .. II .. .. .. $ i. 5()(). ()() Maximum...$20,000.00 These services will be billed on an hourly rate basis not tCI exceed the maximum amount. CONSULTANTS The Architect's services consist of those services performed by the Architect, Architect's Employees, and Architect's Consultants as fc.llc.ws: Structural Engineer....................George Siegfried Electrical Engineer....................Raymond Alessi Company Mechanical Engineer....................Practicon Associates Fire Sprinkler Consultant..............EDS Associates Additional consultants may be engaged from time to time as considered necessary and as approved by the City. The Architect's services shall be performed 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 may be adJusted as the Project proceeds, and shall include allowances for periods of time required for the Owner's review and for approval of submissions by authorities having Jurisdiction over the ProJect. Time limits established by this schedule approved by the Owner shall not, except for reasonable cause, be exceeded by the Architect or Owner. OWNER'S RESPONSIBILITIES The Owner shall provide full information regarding requirements for the ProJect, including a program which shall set forth the Owner's obJectives, schedule, constraints and criteria, including space requirements and relationships, flexibility, expandibility, special equipment, systems and site requirements. The Owner shall establish and update an overall budget for the ProJect, including the Construction Cost, the Owner's other costs and reasonable contingencies related to all of these costs. The Owner shall designate a representative authorized to act on the Owner's behalf with respect to the ProJect. The Owner or such authorized representative shall render decisions in a timely manner pertaining to documents submitted by the Architect in order to avoid unreasonable delay in the orderly and sequential progress of the Architect's services. The Owner shall furnish surveys describing physical characteristics, legal limitations and utility locations for the site of the ProJect, and a written legal description of the site. The surveys and legal information shall include, as applicable, grades and lines of streets, alleys, pavements and adjoining property and structures; adjacent drainage; rights of way, restrictions, easements, encroachments, zoning, deed restrictions, boundaries and contours of the site; locations, dimensions and necessary data pertaining to existing buildings, other improvements and trees; and information concerning available utility services and lines, both public and private, above and below grade, including inverts and depths. All the information on the survey shall be referenced to a project benchmark. The Owner shall furnish the services of geotechnical engineers when such services are requested by the Architect. Such services may include, but are not limited to, test borings, test pits, determinations of soil bearing values, percolation tests, evaluations of hazardous materials, ground corrosion and resistivity tests, including necessary operations for anticipating subsoil conditions, with reports and appropriate professional recommendations. CONSTRUCTION COST DEFINITION 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. The Construction Cost shall include the cost at current market rates of labor and materials furnished by the Owner and equipment designed, specified, selected or specially provided for by the Architect, plus a reasonable allowance for the Contractor's overhead and profit. In addition, a reasonable allowance for contingencies shall be included for market conditions at the time of bidding and for changes in the Work during construction. Construction Cost does not Architect and the Architect's rights-of-way, financing responsibility of the Owner. include the compensation of the consultants, the costs of the land, or other costs which are the RESPONSIBILITY FOR CONSTRUCTION COST Evaluations of the Owner's ProJect budget, preliminary estimates of 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 industry. It is recognized, however, that neither the Architect nor the Owner has control over the cost of labor, materials or equipment, over the Contractor's method of determining 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 Owner's Project budget or from any estimate of Construction Cost or evaluation prepared or agreed to by the Architect. No fixed limit of Construction Cost shall be established as a condition of this Agreement by the furnishing, proposal or establishment of a ProJect budget, unless such fixed limit has been agreed upon in writing and signed by the parties hereto. If such a fixed limit has been established, the Architect shall be permitted to include contingencies for design, bidding and price escalation, to determine what materials, equipment, component systems and types of construction are to be included in the Contract Documents, to make reasonable adjustments in the scope of the ProJect and to include in the Contract Documents alternate bids to adjust the Construction Cost to the fixed limit. Fixed limits, if any, shall be increased in the amount of an increase in the Contract Sum occurring after execution of the Contract for Construction. If the Bidding or Negotiation Phase has not commenced within 90 days after the Architect submits the Construction Documents to the Owner, any Project budget or fixed limit of Construction COst shall be adJusted to reflect changes 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. If a fixed limit of Construction Cost above) is exceeded by the lowest bona proposal, the Owner shall: (adjusted as fide bid or provided in negotiated 1. give written approval of an increase in such fixed limit; 2. authorize rebidding or renegotiating of the Project within a reasonable time; 7 ~. if the Project is abandoned. subsequent procedures or terminate in accordance with 4. cooperate in revising the ProJect scope and quality as required to reduce the Construction Cost. If the Owner chooses to proceed under 4, the Architect, without additional charge, shall modify the Contract Documents as necessary to comply with the fixed limit, if established as a condition of this Agreement. The modification of Contract Documents shall be the limit of the Architect's responsibility arising out of the establishment of a fixed limit. The Architect shall be entitled to compensation in accordance with this Agreement for all services performed whether or not the Construction Phase is commenced. ARBITRATION Claims, disputes or other matters in question between the parties to this Agreement arising out of or relating to this Agreement or breach thereof shall be subject to and decided by arbitration in accordance with the Construction Industry Al"~bitration Rules of the American Arbitration Association currently in effect unless the parties mutually agree otherwise. Demand for arbitration shall be filed in writing with the other party to this Agreement and with the American Arbitration Association. A demand for arbitration shall be made within a reasonable time after the claim, dispute or other matter in question has arisen. 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 statutes of limitations. No arbitration arising out of or relating to this Agreement shall include, by consolidation, Joinder or in any other manner, an additional person or entity not a party to this Agreement, except by written consent containing a specific reference to this Agreement signed by the Owner, Architect and any other person or entity sought to be Joined. Consent to arbitration involving an additional person or entity shall not constitute consent to arbitration of any claim, dispute or other matter in question not described in the written consent or with a person or entity not named or described therein. The foregoing agreement to arbitrate and other agreements to arbitrate with an additional person or entity duly consented to by the parties to this Agreement shall be specifically enforceable in accordance with applicable law in any court having Jurisdiction thereof. The award rendered by the arbitrator or arbitrators shall final, and Judgment may be entered upon it in accordance applicable law in any court having Jurisdiction thereof. be with TERMINATION. SUSPENSION OR ABANDONMENT This Agreement may be terminated by either party upon not than seven days' written notice should the other party substantially to perform in accordance with the terms of Agreement through no fault of the party initiating termination. less fail this the If the Project is suspended by the Owner for more than 30 consecutive days, the Architect shall be compensated for services performed prior to notice of such suspension. When the ProJect is resumed, the Architect's compensation shall be equitably adJusted to provide for expenses incurred in the interruption and resumption of the Architect's services. This Agreement shall be terminated by the Owner upon not less than seven days' written notice to the Architect in the event that the ProJect is permanently abandoned. If the Project is abandoned by the Owner for more than 90 consecutive days, the Architect may terminate this Agreement by giving written notice. Failure of the Owner to make payments accordance with this Agreement shall be nonperformance and cause for termination. to the Architect in considered substantial If the Owner fails to make payment when due the Architect for services and expenses, the Architect may, upon seven days' written notice to the Owner, suspend performance of services under this Agreement. Unless payment in full is received by the Architect within seven days of the date of the notice, the suspension shall take effect without further notice. In the event of a suspension of services, the Architect shall have no liability to the Owner for delay or damage caused the Owner because of such suspension of set'vices. In the event of termination not the fault of the Architect, the Architect shall be compensated for services performed prior to termination, together with Reimbursable Expenses then due and all Termination Expenses as defined in Paragraph 8.7. Termination Expenses are in addition to compensation for Basic and Additional Services, and include expenses which are directly attributable to termination. Termination Expenses shall be computed as a percentage of the total compensation for Basic and Additional Services earned to the time of termination, as follows: 1. Twenty percent of Additional Services before or during the Design Phases; or the total compensation for Basic and earned to date if termination occurs predesign, site analysis, or Schematic ,-, c. Ten percent of the total compensation for Services earned to date if termination Design Development Phase; or Basic and Additional occurs during the 3. Five percent of the total compensation for Basic and Additional Services earned to date if termination occurs during any subsequent phase. MISCELLANEOUS PROVISIONS Unless otherwise provided, this Agreement shall be governed by the law of the principal place of business of the Architect. Terms in this Agreement shall have the same meaning as those in AlA Document A201, General Conditions of the Contract for Construction, current as of the date of this Agreement. Causes of action between the parties to this Agreement pertaining to acts or failures to act shall be deemed to have accrued and the applicable statutes of limitations shall commence to run not later than either the date of Substantial Completion for acts or failures to act occurring prior to Substantial Completion, or the date of issuance of the final Certificate for Payment for acts or failures to act occurring after Substantial Completion. The Owner and Architect waive all rights against each other and against the contractors, consultants, agents and employees of the other for damages, but only to the extent covered by property insurance during construction, except such rights as they may have to the proceeds of such insurance as set forth in the edition of AlA Document A201, General Conditions of the Contract for Construction, current as of the date of this Agreement. The Owner and Architect each shall require similar waivers from their contractors, consultants and agents. The Owner and 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 representatives of such other party with respect to all covenants of this Agreement. Neither Owner nor Architect shall assign this Agreement without the written consent of the other. This Agreement represents the entire and integrated agreement between the Owner and 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. Nothing contained in this Agreement shall create a contractual relationship with or a cause of action in favor of a third party against either the Owner or Architect. Unless otherwise provided in this Agreement, the Architect and Architect's consultants shall have no responsibility for the discovery, presence, handling, removal or disposal of or exposure of persons to hazardous materials in any form at the ProJect site, including but not limited to asbestos, asbestos products, polychlorinated biphenyl (PCB) or other toxic substances. P~YMENTS TO THE ARCHITECT DIRECT PERSONNEL EXPENSE Direct Personnel Expense is defined as the direct salaries of the Architect's personnel engaged on the ProJect and the portion of the cost of their mandatory and customary contributions and benefits related thereto, such as employment taxes and other statutory employee benefits, insurance, sick leave, holidays, vacations, pensions and similar contributions and benefits. REIMBURS~BLE EXPENSES Reimbursable Expenses are in addition to compensation for Basic and Additional Services and include expenses incurred by the Architect and Architect's employees and consultants in the interest of the ProJect, as identified in Appendix B. P~YMENTS ON ACCOUNT OF B~SIC SERVICES AND ADDITIONAL SERVICES Payments for Basic Services shall be made monthly. Payments on account of the Architect's Additional Services and for Reimbursable Expenses shall be made monthly upon presentation of the Architect's statement of services rendered or expenses incurred. ARCHITECT'S ~CCOUNTINa RECORDS Records of Reimbursable Expenses and expenses pertaining to Additional Services and services performed on the basis of a multiple of Direct Personnel Expense shall be available to the Owner or the Owner's authorized representative at mutually convenient times. This agreement entered into as of the day and year first written abc.ve. OWYlel"~ : Ci ty c.f Gi h~.;:.y 1 \3A~A } en; AJ.MI"'\~~/O't Prin ed Name and Tltle Al"~ch it ect-L Hawley Peterson . Snyder, Architects APPENDIX A DEFINITION The Architect's Basic Services consist of those described in the following and include normal structural, mechanical and electrical engineering. SCHEMATIC DESIGN PHASE The Architect shall review the program furnished by the Owner to ascertain the requirements of the Project and shall arrive at a mutual understanding of such requirements with the Owner. The Architect shall provide a preliminary evaluation of the Owner's program, schedule and construction budget requirements, each in terms of the other, subJect to the limitations set forth in the Agreement. The Architect shall review with the Owner alternative approaches to design and construction of the ProJect. Based on the mutually agreed-upon program, schedule and construction 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. The Architect shall submit to the Owner a preliminary estimate of Construction Cost based on current area, volume or other unit costs. Based on the approved Schematic Design Documents and any adjustments authorized by the Owner in the program, schedule or constructio...., budget, the Architect shall prepare, for approval by the Owner, Design Development Documents consisting of drawings and other documents to fix and describe the size and character of the ProJect as to architectural, structural, mechanical and electrical systems, materials and such other elements as may be appropriate. The Architect shall advise the Owner of any adjustments to the preliminary estimate of Construction Cost. CONSTRUCTION DOCUMENTS PHASE Based on the approved Design Development Documents and any further adJustments in the scope or quality of the ProJect or in the construction budget authorized by the Owner, the Architect shall prepare, for approval by the Owner, Construction Documents consisting of Drawings and SpeCifications setting forth in detail The Architect shall assist the Owner in the preparation of the necessary bidding information, bidding forms, the Conditions of the Contract, and the form of Agreement between the Owner and Contractor. The Architect shall advise the Owner of any adJustments to previous preliminary estimates of Construction Cost indicated by changes in requirements or general market conditions. The Architect shall assist the Owner in connection Owner's responsibility for filing documents required approval of governmental authorities having Jurisdiction ProJect. with for the the the over BIDDING OR NEGOTIATION PHASE The Architect, following the Owner's approval of the Construction Documents and of the latest preliminary estimate of Construction Cost, shall assist the Owner in obtaining bids or negotiated proposals and assist in awarding and preparing contracts for construction. CONSTRUCTION PHASE - ADMINISTRATION OF THE CONSTRUCTION CONTRACT The Architect's responsibility to provide Basic Services for the Construction Phase under this Agreement commences with the award of the Contract for Construction and terminates at the earlier of the issuance to the Owner of the final Certificate for Payment or 60 days after the date of Substantial Completion of the Work. The Architect shall provide administration of the Contract for Construction as set forth below and in the edition of AlA Document A201, General Conditions of the Contract for Construction, current as of the date of this Agreement, unless otherwise provided i...., this Agreement. Duties, responsibilities and limitations of authority of the Architect shall not be restricted, modified or extended without written agreement of the Owner and Architect with consent of the Contractor, which consent shall not be unreasonably withheld. The Architect shall be a representative of and shall advise and consult with the Owner (1) during construction until final payment to the Contractor is due, and (2) as an Additional Service at the Owner's direction from time to time during the correction period described in the Contract for Construction. The Architect shall have authority to act on behalf of the Owner only to the extent provided in this Agreement unless otherwise modified by written instrument. The Architect shall visit the site at intervals appropriate to the stage of construction or as otherwise agreed by the Owner and Architect in writing to become generally familiar with the progress and quality of the Work completed and to determine in general if the Work is being performed in a manner indicating that the Work when completed will be in accordance with the Contract Documents. However, the Architect shall not be required to make exhaustive or continuous on-site inspections to check the quality of quantity of the Work. On the basis of 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. (More extensive site representation may be agreed to as an Additional Service). The Architect shall not have control over 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, since these are solely the Contractor's responsibility under the Contract for Construction. The Architect shall not be responsible for the Contractor's schedules or failure to carry out the Work in accordance with the Contract Documents. The Architect shall not have control over or charge of acts or omissions of the Contractor, Subcontractors, or their agents or employees, or of any other persons performing portions of the Work. The Architect shall at all times have access to the Work wherever it is in preparation or progress. Except as may otherwise be provided in the Contract Documents or when direct communications have been specially authorized, the Owner and Contractor shall communicate through the Architect. Communications by and with the Architect's consultants shall be through the Architect. Based on the Architect's observations and evaluations of the Contractor's Applications for Payment, the Architect shall review and certify the amounts due the Contractor. The Architect's certification for payment shall constitute a representation to the Owner, based on the Architect's observations at the site and on the data comprising the Contractor's Application for Payment, that the Work has progressed to the point indicated and that, to the best of the Architect's knowledge, information and belief, quality of the Work is in accordance with the Contract Documents. The foregoing representations are subJect to an evaluation of the Work for conformance with the Contract Documents upon Substantial Completion, to results of subsequent tests and inspections, to minor deviations from the Contract Documents correctable prior to completion and to specific qualifications expressed by the Architect. The issuance of a Certificate for Payment shall further constitute a representation 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 (1) made exhaustive or continuous on-site inspections to check the quality or quantity of the Work, (2) reviewed construction means, methods, techniques, sequences or procedures, (3) reviewed copies of requisitions received from Subcontractors and material suppliers and other data requested by the Owner to substantiate the Contractor's right to payment or (4) ascertained how or for what purpose the Contractor has used money previously paid on account of the Contract Sum. The Architect shall have authority to reJect Work which does not conform to the Contract Documents. Whenever the Architect considers it necessary or advisable for implementation of the intent of the Contract Documents, the Architect will have authority to require additional inspection or testing of the Work in accordance with the provisions of the Contract Documents, whether or not such Work is fabricated, installed or completed. However, neither this authority of the Architect nor a decision made in good faith either to exercise or not to exercise such authority shall give rise to a duty or responsibility of the Architect to the Contractor, Subcontractors, material and equipment suppliers, their agents or employees or other persons performing portions of the Work. The Architect shall review and approve or take other appropriate action upon Contractor's submittals such as Shop Drawings, Product Data and Samples, but only for the limited purpose of checking for conformance with information given and the design concept expressed in the Contract Documents. The Architect's action shall be taken with such reasonable promptness as to cause no delay in the Work or in the construction of the Owner or of separate contractors, while allowing sufficient time in the Architect's professional Judgment to permit adequate review. Review of such submittals is not conducted for the purpose of determining the accuracy and completeness of other details such as dimensions and quantities or for substantiating instructions for installation or performance of equipment or systems by the Contractor, all of which remain the responsibility of the Contractor to the extent required by the Contract Documents. The Architect's review shall not constitute approval of safety precautions or, unless otherwise specifically stated by the Architect, of construction means, methods, techniques, sequences or procedures. The Architect's approval of a specific item shall not indicate approval of an assembly of which the item is a component. When professional certification of performance characteristics of materials, systems or equipment is required by the Contract Documents, the Architect shall be entitled to rely upon such certification to establish that the materials, systems or equipment will meet the performance criteria required by the Contract Documents. The Architect shall prepare Change Orders and Construction Change Directives, with supporting documentation and data if deemed necessary by the Architect for the Owner's approval and execution in accordance with the Contract Documents, and may authorize minor changes in the Work not involving an adJustment in the Contract Sum or an extension of the Contract Time which are not inconsistent with the intent of the Contract Documents. The Architect shall conduct inspections to determine the date or dates of Substantial Completion and the date of final completion, shall receive and forward to the Owner for the Owner's review and records written warranties and related documents required by the Contract Documents and assembled by the Contractor, and shall issue a Certificate for Payment upon compliance with the requirements of the Contract Documents. The Architect shall interpret and decide matters concerning performance of the Owner and Contractor under the requirements of the Contract Documents on written request of either the Owner or Contractor. The Architect's response to such requests shall be made with reasonable promptness and within any time limits agreed upon. Interpretations and decisions of the Architect shall be consistent with the intent of and reasonably inferable from the Contract Documents and shall be in writing or in the form of drawings. When making such interpretations and initial decisions, the Architect shall endeavor to secure faithful performance by both Owner and Contractor, shall not show partiality to either, and shall not be liable for results of interpretations or decisions so rendered in good faith. The Architect's decisions on matters relating to aesthetic effect shall be final if consistent with the intent expressed in the Contract Documents. The time the the Architect shall render written decisions within a reasonable on all claims, disputes or other matters in question between Owner and Contractor relating to the execution or progress of Work as provided in the Contract Documents. The Architect's decisions on claims, disputes or other matters, including those in question between the Owner and Contractor, except for those relating to aesthetic effect shall be subJect to arbitration as provided in this Agreement and in the Contract Document. HAWLEY PETERSON & SNYDER ARC HIT E C T S APPENDIX B PREVAILING SCHEDULE OF CHARGES Rates in effect July 1, 1989. 1. Per Hour Rates Principal Project Architect Construction Administration Project Designer Job Captain Senior Draftsperson Draftsperson Clerical $95.00 $SO.OO $65.00 $65.00 $60.00 $55.00 $45.00 $30.00 2. Travel Expense The use of employee's cars is charged at 25 cents per mile for trips in excess of a 50 mile radius of the office. 3. Printing Printing is charged at cost plus 10%. 4. Computer Computer time is charged at $15/hr. 5. Consultants Consulting engineers, landscape architects, etc., employed by the firm are billed at cost plus 10%. 100 View Street Suite 200 Mountain View California 94041 415,968,2944