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William S. Hedley, Jr. Architect r AGREEMENT BETWEEN CLIENT AND ARCHITECT FOR A NEi~ CITY HALL BUIIDING PROJECT THIS AGREEMENT is made between the CITY OF GILROY (CLIENT) and WILLIAM W. HEDLEY, JR., Architect (ARCHITECT). The CLIENT intends to construct a new city hall building of approximately 20,000 square feet on Rosanna Street in the City of Gilroy hereinafter referred to as "CITY" or "CLIENT." The CLIENT and ARCHITECT agree: I. PROJECT BUDGET AND CONDITION PRECEDENT A. The estimated cost of project construction, building inprovements, landscaping and parking, is $1,000,000.00, exclusive of architec- tural services. B. The size of the project and type and quality of construction depend on the funds available for the project. The ARCHITECT will exercise his best judgment in determining the balance between the size of the project, the type of construction, and the quality of construction to achieve a satisfactory solution within budget limitations. II. BASIC SERVICES OF THE ARCHITECT A. Schematic Design Phase: 1. The ARCHITECT shall consult with the CLIENT to ascertain the requirements of the project. 2. The ARCHITECT shall prepare schematic design studies and site utilization plans leading to a recommended solution together with a general description of the project for approval by the CLIENT. -1- 3. The ARCHITECT shall inform the CLIENT his estimate of project construction cost. B. Design Development Phase: 1. Using the schematic design, the ARCHITECT shall prepare site and floor plans, elevations and other drawings and an outline of the specifications showing the kinds of materials, character of the buildings, type of structure, mechanical and electrical installations, landscaping and such other work as is reasonably necessary to define the project as a whole. 2. The ARCHITECT shall inform the CLIENT of any indicated adjust- ment in the estimated project construction cost. 3. The ARCHITECT shall assist the CLIENT in applying for and obtaining approval from public agencies. C. Construction Document Phase: l. When the design development documents are approved by the CLIENT, the ARCHITECT shall prepare working drawings and specifications prescribing in detail the work to be done, the materials, workmanship, finishes, and equipment required for the architectural, structural, mechanical, and electrical equipment, and site work, including landscaping. The ARCHITECT shall also prepare necessary information for bidders and con- tract conditions, and shall assist the CLIENT'S legal advisor in the drafting of a proposal and contract forms. 2. The ARCHITECT shall assist the CLIENT in applying for and obtaining required approvals from public agencies. 3. The ARCHITECT shall notify the CLIENT whether there should be any change in previous estimates of the project construction -2- cost due to market fluctuations or changes in scope or require- ments. D. Construction Phase: l. The ARCHITECT shall reproduce a sufficient number of the contract documents so that the City and the bidders may all have copies. Reproduction will be paid for as provided in section XIV, Parts A and B. The ARCHITECT shall assist the CLIENT in obtaining bids and awarding the construction contract or contracts. 2. The ARCHITECT shall provide technical direction to a full-time project insPector. The project inspector shall be employed by the CLIENT and responsible to the CLIENT. The ARCHITECT shall instruct the inspector or the contractor or both in preparing a U1arked set of prints, with dimensions showing the locations of buried utility lines found and installed. On completion of the project, the prints and an "as built plan" shall be delivered to the CLIENT. 3. The ARCHITECT will endeavor to cause compliance by contractors with the contract requirements, but he does not guarantee the performance of their contracts. 4. The ARCHITECT shall provide general administration of the prime construction contract or contracts. Contract administra- tion includes periodic inspections by the ARCHITECT at the site to the extent that he finds necessary to render architectural supervision. (Architectural supervision is not the continuous personal inspection that is to be provided by the CLIENT'S project inspector.) The ARCHITECT shall make the reports ordinarily required by public agencies, inform the CLIENT of -3- the progress of the work, check and approve or deny approval of schedules and shop drawings, approve or deny approval of substituted materials or equipment, review for compliance with the conditions for payment all requests for payments to contractors, prepare change orders for written approval by the CLIENT, ascertain and record all completion dates, make the final inspection of the project, and assemble all written guarantees, instruction books and manuals, diagrams and charts that the contractor or contractors are required to provide, and issue the ARCHITECT'S certificate of completion and final certificate for payment. 5. The ARCHITECT shall provide advice to the CLIENT concerning defects in the work, both during construction and during the warranty period, and in order to do so, will make a complete warranty inspection of the project shortly before the end of the warranty period. III. EMPLOYEES AND CONSULTANTS As part of the service required by this agreement, and at no cost to the CLIENT other than provided in Article VIII, the ARCHITECT shall employ at his expense technical and professional persons (i.e., structural, mechanical, electrical, and civil engineersJ and a land- scape architect. At least three wo:rking days before employing any of these persons, the ARCHITECT will inform the CLIENT of the identity of each. The CLIENT shall have an additional two business days in which to notify the ARCHITECT that it accepts or rejects the employ- ment of such person. The CLIENT'S approval shall not unreasonably be withheld. -4- '!,i,;..~ " .~,.:.:.....-..- IV. EXTRA SERVICES OF THE ARCHITECT The following services, when performed at the written request of the CLIENT, are "extras" and shall be paid for by the CLIENT as provided in Article VIII: I. Changes to drawings previously approved by the CLIENT and all preparation of change orders made for the purpose of reducing the cost of the project to within ten per cent of the final estimate described in Articles II A 3, B 3, and C 3, and VII, and except for changes or change orders to correct defects in the plans or specifications which the ARCHITECT ought to have corrected before presenting them to the CLIENT. 2. Additional work in the preparation of any plans, specifications, or similar papers necessary because of the CLIENT'S decision to let the contract for the construction work to more than one prime contractor. 3. Extraordinary supervision of repair of damage to the project. 4. The selection by the ARCHITECT at the CLIENT'S request of movable furniture, equipment or articles not included in'the construction contract. S. Additional services caused by the contractor's failure to meet work schedules or the contractor's insolvency. 6. If directed by the CLIENT, the employment of special consultants, and the preparation of special delineations or models. 7. If directed by the CLIENT, the cost of overtime work by the ARCHITECT'S enployees at the regular rate provided by this agree- ment plus the direct overtime increment paid by the ARCHITECT to such employees. -5- v. THE CLIENT'S RESPONSIBILITIES A. The CLIENT shall provide the ARCHITECT with detailed information about the size and functions of the building and the addition, and reasonably accurate budget limitations and schedules. B. The CLIENT shall provide an adequate soils analysis for proper design of the building and the addition. C. The CLIENT shall furnish the inspection service described in Article II, D 2. D. The CLIENT shall furnish all legal advice and service for the project except as provided in Article II, C 1. E. The CLIENT shall designate in writing a representative who shall have all authority to notify the ARCHITECT of the CLIENT'S decisions and to make requests of the ARCHITECT. The CLIENT shall revie'Vl docwnents presented by the ARCHITECT and shall promptly render decisions concerning them. The CLIENT shall only issue orders to the contractor or contractors through the ARCHITECT. F. During the warranty period after completion, the CLIENT shall notify the ARCHITECT in writing of all known defects in materials and workmanship. G. The CLIENT shall procure a survey of the property for the new building. The survey shall show grades and lines of streets, pavenent, adjoining properties, rights-of-way, the location of land burdened by restrictions and easements, boundaries, contours of the site of the new building, the location of the building to be demolished, other inprovements and trees, and the location of utility lines. VI. PROJECT CONSTRUCTION COST A. The project construction cost as used in this agreement means -6- the total cost to the CLIENT of all work designed by the ARCHITECT including work to comply with change orders, but not including soils testing, the cost of complying with c~e City's inspection obligation, nor the cost of complying with the provisions of Article III. B. CUrrent market cost shall be used to calculate project construction cost. VII. ESTIMATES OF PROJECT CONSTRUCTION COST A. Estimates referred to in Article II shall be prepared on a square foot basis, or more detailed computation if deemed necessary by' the ARCHITECT, considering prevailing construction costs and including all construction work. It is understood that the project construction cost is affected by the labor and material market cost and other conditions beyond the control of the ARCHITECT or CLIENT. B. The project budget is set forth in Article I. The ARCHITECT shall make reasonable efforts to design the work so that it can be completed within the budget. If the ARCHITECT cannot, with the exercise of reasonable skill and diligence, design the project within the budget, the CLIENT shall modify the project, increase the budget, or abandon the project. C. If the CLIENT obtains bids within sixty days of the ARCHITECT'S notification of his final estimate (Article II, C 3) and the lowest lawful bid is more than ten per cent higher than the esti- mate, the ARCHITECT shall, on request by the CLIENT, at no addi- tional cost to the CLIENT, revise the plans and specifications sufficiently to permit the CLIENT to request further bidding and to obtain one or more lawful bids within ten per cent of the original -7- c ~ I . -l~ ;;) uJLU . fit ' )"~/;~J estimate. VIII. ARCHITECT'S COMPENSATION A. The ARCHITECT'S fee for other than extra services is: l. For Article II, A and B, fees at the hourly and other rates shown in the attached Exhibit "A". If the extensions of the Exhibit "A" rates are more than $26,000.00, the ARCHlTECTfS fee shall be $26,000.00. 2. For Article II, C and D, a fixed sum (subject to the provisions of this agreement concerning extras and terminations) to be negotiated by the CLIENT and the ARCHITECT. (The ARCHITECT f S services will terminate after completion of the Article II, A and B work unless the CLIENT decides to proceed with the project. Before the decision to proceed is effective, it must be expressed in writing addressed to the ARCHITECT. The combined negotiated fee and the fee provided for in Article VIII, A l, is the Total Fee.)' However, it is hereby mutually * B. The CLIENT further agrees to pay the ARCHITECT compensation for extras qualified for compensation under the provisions of Article IV. Payment, regardless of whether the extra is performed under the provisions of Article II A, B, C or D is at the rates specified in the attached Exhibit "An. For work or services requested in advance by the CLIENT, in \Y'ri ting, and not set forth in Exhibit "An, the CLIENT shall pay the ARCHITECT his cost. Pay- menta for extras are in addition to amounts payable under Article VIII, A l, and may exceed the $26,000.00 limit, and in addition to fixed fee to be negotiated under Article VIII, A 2. ~ -'It :;.J ~ I /;.5UI. tt ; (f;/J * agreed that all combined ARCHITECT'S fees under this agreement and project shall not exceed the range of $70,000.00 to $75,000.00, provided the sco~of the project remains substantially the same as ARCHITECT now understands it, and the total construction cost does not exceed $1,000,000.00. -8- C. The CLIENT shall reimburse the ARCHITECT for permit and aPPlication fees the ARCHITECT advances on the CLIENT'S behalf. IX. PAYMENTS TO THE ARCHITECT A. Payments of the compensation provided in Article VIII shall be: I. Schematic and Design Development Phases: Amount calculated at the rates set forth in Article VIII, A I, shall be paid on a monthly basis, upon submission of an itemized statement of work by the ARCHITECT, on a schedule mutually agreeable to both parties. 2. Construction Document phase and Bidding: Eighty per cent of the Total Fee in Article VIII, A 2, shall be paid on a monthly basis in amounts proportional to work completed based on the work hour estimate presented and a,pproved in the fixed fee negotiations. 3. Construction Phas~: Twenty per cent of the Total Fee in Article VIII, A 2, shall be paid on a monthly basis in the manner provided in Part I, above, except that an amount to be specified in the fixed fee negotiations will be withheld until signing of the notice of completion and final acceptance of the as-built drawings. B. Payment in the following situations shall be: 1. If the CLIENT does not let the project for bid within sixty days after the construction dOCUlUant phase is completed and all necessary public agency approvals have been obtained, the CLIENT shall proIl(>tly pay the ARCHITECT seventy-five per cent of the Total Fee. -9- 2. If the CLIENT lets a contract for the work more than sixty days, but within one year, after the construction document phase is completed and all necessary pUblic agency approvals have been obtained, the ARCHITECT shall do the construction phase work for twenty-five per cent of the Total Fee (plus payment for extras as provided in this agreement) paid in the manner provided in Article IX, A I. 3. If the CLIENT does not let a contract for the work wi thin one year after the construction docl.U!ent phase is completed and all necessary Public approvals have been obtained, the ARCHITECT will have no obligation to do the construction phase work un- less the parties so provide by subsequent agreement. X. TERMINATION OF AGREEMENT A. This agreement may be terminated at any time by either party on . written notice to the other if there is a substantial failure of performance by the other, or may be terminated by the CLIENT if the CLIENT should decide to abandon or indefinitely postPone the project. B. In the event of termination because of abandonment or indefinite postponement by the CLIENT, the CLIENT shall pay to the ARCHITECT as full payment for all of his services and expenses an amount which bears the same ratio to the Total Fee as the services actually rendered by the ARCHITECT bear to the total services necessary for the full performance of this aqreement, plUS any sums due the ARCHITECT for extras and any allowable expense reimbursement. In ascertaining the extent of the services rendered to the date of termination, consideration shall be given -10- to both completed work and work in process including complete and incomplete drawings and documents, '-1hether delivered to the CLIENT or in the possession of the ARCHITECT. C. If, after payment of the amount required to be paid under Part B, the CLIENT should determine to complete the oriqinal project or substantially the same project, the CLIENT for such puxpose shall have the right to use any completed or unconpleted drawings, speci- fications, estimates and other docUJlents prepared under this agree- ment by the ARCHITECT, who shall make them available to the CLIENT on request .without additional pay. XI. TIME SCHEDULE The time schedule for completion of performance through the contract document phase, barring delays caused by conditions beyond the control of the ARCHITECT, is attached as Exhibit "B". XII. ACCOUNTING RECORDS OF THE ARCHITECT Records of the ARCHITECT'S direct employee and reimbursable expense pertaining to progress payments and to extras and records of accounts between the CLIENT and contractor shall be prepared and kept by the ARCHITECT on a generally recognized accounting basis and shall be available to the CLIENT or his authorized representative at mutually convenient times. The ARCHITECT shall keep such records for at least two years after completion of the project and for so long as any litigation may be pending concerning the project. XIII. INSURANCE TO BE CARRIED BY ARCHITECT The ARCHITECT shall carry workers' conpensation and errors and omissions insurance ($250,000 min.) and shall furnish the CLIENT with -11- .. assigned by the ARCHITECT without the consent and approval of the CLIENT. XVII. NOTICES All notices are deemed to have been gi van when made in writing and delivered or seventy-two hours after being mailed to the respective representatives of CLIENT and ARCHITECT at the following addresses: CLIENT: CITY OF GILROY Post Office Box 66 Gilroy, CA 95020 ARCHITECT: WILLIAM W. HEDLEY, JR., ARCHITECT 346 E. Campbell Avenue Campbell, CA 95008 IN WITNESS WHEREOF, the CLIENT and the ARCHITECT have executed this agreement on the dates indicated. K . 7/') Dated: :)- I - c) v" Dated: May 2, 1978 CITY OF GILROY "~ . /;. . ./~.. ..//1 .. By ~~,4f4~~ , MAYOR CLIENT -13- 18.0 WILLIAM W. HEDLEY, JR., LETTER OF TRANSMITTAL 346 E. CAMPBELL AVENUE, CAMPBEll, CALIFORNIA 95008 DATE (408) 379-7404 RE: JOB NO. 6 78 78-490 Gilroy City Hall Contract TO I I Ci ty of Gilroy 7390 Rosanna Street Gilroy, CA 95020 IA /1tt Susanne E. Steinmetz ~ n.: ::J WE ARE SENDING YOU:- !!J I Attached D under separate cover via o Prints 0 Shop drawings 0 Plans 0 Specifications o Change order 0 Copy of letter D the following items: D Samples COPIES DATE NO. DESCRIPTION origin" I Exhibit "A" - THESE ARE TRANSMITTED AS CHECKED BELOW: o for approval [] for your use o As requested o Approved as submitted o Approved as noted D Returned for corrections o Resubmit o Submit o Retu rn copies for approval copies for distribution corrected prints D For review and comment D o FOR BIDS DUE 19_ D PRINTS RETURNED AFTER LOAN TO US REMARKS Please attached Exhibit "A" to our contract for the above project. COPY TO SIGNED: Bill Hedley If enclosures are not as noted, kindly notify us at once. Subject to the maximum figures for the Consultant's Preliminary Fee, the Consultant's Fee, and the Additional Services Fee, respectively, as set forth in pertinent portions of the agreement, compensation for the Consultant's services under this agreement shall be computed as follows: 1. Hourly Rate. Employee Performing the Services Compensation to be Paid for each hour spent in Performing Services Principal $40.00 Associate Architect 37.00 Project Architect 30.00 Draftsman 20.00-27.50 Clerical 20.00 2. Cost Plus. The actual cost incurred by the Consultant in hiring other consultants to provide services under this agreement, shall be the amount the Consultant is billed by the other professional consultants thus hired for their services, multiplied by a factor of 1.2. 3. Material and Transportation. Except as otherwise provided, Architect shall be compensated at cost plus 25% for reproduction of brochures, specifications, blueprints, display models, or other materials that may be ordered. Transportation shall be paid at $0.17 per mile. EXHIBIT "A"