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Robert B. Wong, AIA THE AMERICAN INSTITUTE OF ARCHITECTS AlA Document 8131 Standard Form of Agreement Between Owner and Architect on a basis of a PERCENT AGE OF CONSTRUCTION COST AGREEMENT made this Twenty- second Hundred and Sixty Nine day of September in the year of Nineteen BETWEEN the City of Gilroy the Owner, and Robert B. Wong, AlA the Architect. It is the intention of the Owner to construct a new Headquarters Fire Station hereinafter referred to as the Project. The Owner and the Architect agree as set forth below. AlA DOCUMENT 8131 . OWNER-ARCHITECT AGREEMENT. SEPTEMBER 1967 EDITION' AIA@ @1967 THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 N. Y. AVE., N.W., WASH., D. C. lOOD!; 1 I. THE ARCHITECT shall provide professional services for the Project in accordance with the Terms and Conditions of this Agreement. II. THE OWNER shall compensate the Architect, in accordance with the Terms and Conditions of this Agreement, as follows: a. FOR THE ARCHITECT'S BASIC SERVICES, as described in Paragraph 1.1, a Basic Fee computed at the following percentages of the Construction Cost, as defined in Article 3, for portions of the Project to be awarded under A Single Stipulated Sum Contract Eight per cent 8 %) Soparate Stipulated Sl:Im Contracts por COAt ~/. ) :\ Single Cost Pll:ls foe Contract per ceAt %) Separate Cost Plus fee Contracts per cent %) b. FOR THE ARCHITECT'S ADDITIONAL SERVICES, as described in Paragraph 1.3, a fee computed as follows: Principals' time at the fixed rate of fifte en dollars ($ 15, 00 per hour. For the purposes of this Agreement, the Principals are: Robert B. Wong, AlA Earl H. Walls, AlA Employees' time computed at a multiple of two and one half ( 2- 1/2 times the employees' Direct Personnel Expense as defined in Article 4. Additional services of professional consultants engaged for the normal structural, me- chanical and electrical engineering services at a multiple of one and three-tenths ( I, 3 ) times the amount billed to the Architect for such additional services. c. FOR THE ARCHITECT'S REIMBURSABLE EXPENSES, amounts expended as defined in Article 5. d. THE TIMES AND FURTHER CONDITIONS OF PAYMENT shall be as described in Article 6. AlA DOCUMENT 8131 ' OWNER-ARCHITECT AGREEMENT' SEPTEMBER 1967 EDITION' AIA@ @1967 THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 N. Y. AVE., N.W., WASH., D. C. 20006 2 ". TERMS AND CONDITIONS OF AGREEMENT BETWEEN OWNER AND ARCHITECT ARTICLE 1 ARCHITECT'S SERVICES 1.1 BASIC SERVICES The Architect's Basic Services consist of the five phases described below and include normal struc- tural, mechanical and electrical engineering services. SCHEMATIC DESIGN PHASE 1.1.1 The Architect shall consult with the Owner to as- certain the requirements of the Project and shall confirm such requirements to the Owner. 1,1.2 The Architect shall prepare Schematic Design Studies consisting of drawings and other documents illus- trating the scale and relationship of Project components for approval by the Owner. 1.1,3 The Architect shall submit to the Owner a State- ment of Probable Construction Cost based on current area, volume or other unit costs. DESIGN DEVElOPMENT PHASE 1,1.4 The Architect shall prepare from the approved Schematic Design Studies, for approval by the Owner, the Design Development Documents consisting of drawings and other documents to fix and describe the size and character of the entire Project as to structural, mechani- cal and electrical systems, materials and such other essen- tials as may be appropriate. 1.1.5 The Architect shall submit to the Owner a further Statement of Probable Construction Cost. CONSTRUCTION DOCUMENTS PHASE 1.1.6 The Architect shall prepare from the approved De- sign Development Documents, for approval by the Own- er, Working Drawings and Specifications setting forth in detail the requirements for the construction of the entire Project including the necessary bidding information, and shall assist in the preparation of bidding forms, the Con- ditions of the Contract, and the form of Agreement be- tween the Owner and the Contractor. 1.1.7 The Architect shall advise the Owner of any ad- justments to previous Statements of Probable Construction Cost indicated by changes in requirements or general market conditions. 1.1.8 The Architect shall assist the Owner in filing the required documents for the approval of governmental authorities having jurisdiction over the Project. BIDDING OR NEGOTIATION PHASE 1.1.9 The Architect, following the Owner's approval of the Construction Documents and of the latest Statement of Probable Construction Cost, shall assist the Owner in obtaining bids or negotiated proposals, and in awarding and preparing construction contracts. CONSTRUCTION PHASE-ADMINISTRATION OF THE CONSTRUCTION CONTRACT 1.1.10 The Construction Phase will commence with the award of the Construction Contract and will terminate when final payment is made by the Owner to the Con- tractor. 1.1.11 The Architect shall provide Administration of the Construction Contract as set forth in Articles 1 through 14 inclusive of the latest edition of AlA Document A201, Gen- eral Conditions of the Contract for Construction, and the extent of his duties and responsibilities and the limitations of his authority as assigned thereunder shall not be modi- fied without his written consent. 1.1.12 The Architect, as the representative of the Owner during the Construction Phase, shall advise and consult with the Owner and all of the Owner's instructions to the Contractor shall be issued through the Architect. The Architect shall have authority to act on behalf of the Owner to the extent provided in the General Conditions unless otherwise modified in writing. 1.1.13 The Architect shall at all times have access to the Work wherever it is in preparation or progress. 1.1.14 The Architect shall make periodic visits to the site to familiarize himself generally with the progress and quality of the Work and to determine in general if the Work is proceeding in accordance with the Contract Doc- uments. On the basis of his on-site observations as an architect, he shall endeavor to guard the Owner against defects and deficiencies in the Work of the Contractor. The Architect shall not be required to make exhaustive or continuous on-site inspections to check the quality or quantity of the Work. The Architect shall not be respon- sible for construction means, methods, techniques, se- quences or procedures, or for safety precautions and programs in connection with the Work, and he shall not be responsible for the Contractor's failure to carry out the Work in accordance with the Contract Documents. 1.1.15 Based on such observations at the site and on the Contractor's Applications for Payment, the Architect shall determine the amount owing to the Contractor and shall issue Certificates for Payment in such amounts. The is- suance of a Certificate for Payment shall constitute a rep- resentation by the Architect to the Owner, based on the Architect's observations at the site as provided in Sub- paragraph 1.1.14 and on the data comprising the Appli- cation for Payment, that the Work has progressed to the point indicated; that to the best of the Architect's knowl- edge, information and belief, the quality of the Work is in accordance with the Contract Documents (subject to an evaluation of the Work as a functioning whole upon Substantial Completion, to the results of any subsequent tests required by the Contract Documents, to minor AlA DOCUMENT 8131 ' OWNER-ARCHITECT AGREEMENT, SEPTEMBER 1967 EDITION' AIA@ @1967 THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 N. Y. AVE., NW., WASH., D. C. 20006 3 deviations from the Contract Documents correctable prior to completion, and to any specific qualifications stated in the Certificate for Payment); and that the Con- tractor is entitled to payment in the amount certified. By issuing a Certificate for Payment, the Architect shall not be deemed to represent that he has made any examina- tion to ascertain how and for what purpose the Contrac- tor has used the moneys paid on account of the Contract Sum. 1.1.16 The Architect shall be, in the first instance, the interpreter of the requirements of the Contract Docu- ments and the impartial judge of the performance there- under by both the Owner and Contractor. The Architect shall make decisions on all claims of the Owner or Con- tractor relating to the execution and progress of the Work and on all other matters or questions related thereto. The Architect's decisions in matters relating to artistic effect shall be final if consistent with the intent of the Contract Documents. 1.1.17 The Architect shall have authority to reject Work which does not conform to the Contract Documents. The Architect shall also have authority to require the Contrac- tor to stop the Work whenever in his reasonable opinion it may be necessary for the proper performance of the Contract. The Architect shall not be liable to the Owner for the consequences of any decision made by him in good faith either to exercise or not to exercise his author- ity to stop the Work. 1.1.18 The Architect shall review and approve shop drawings, samples, and other submissions of the Contrac- tor only for conformance with the design concept of the Project and for compliance with the information given in the Contract Documents. 1,1.19 The Architect shall prepare Change Orders. 1.1.20 The Architect shall conduct inspections to de- termine the Dates of Substantial Completion and Final Completion, shall receive written guarantees and related documents assembled by the Contractor, and shall issue a final Certificate for Payment. 1.1.21 The Architect shall not be responsible for the acts or omissions of the Contractor, or any Subcontractors, or any of the Contractor's or Subcontractors' agents or employees, or any other persons performing any of the Work.. 1.2 PROJECT REPRESENTATION BEYOND BASIC SERVICES 1.2.1 If more extensive representation at the site than is described under Subparagraphs 1.1.10 through 1.1.21 inclusive is required, and if the Owner and Architect agree, the Architect shall provide one or more Full-time Project Representatives to assist the Architect. 1.2.2 Such Full-time Project Representatives shall be selected, employed and directed by the Architect, and the Architect shall be compensated therefor as mutually agreed between the Owner and the Architect as set forth in an exhibit appended to this Agreement. 1.2.3 The duties, responsibilities and limitations of au- thority of such Full-time Project Representatives shall be set forth in an exhibit appended to this Agreement. 1.2.4 Through the on-site observations by Full-time Proj- ect Representatives of the Work in progress, the Architect shall endeavor to provide further protection for the .' Owner against defects in the Work, but the furnishing of such project representation shall not make the Architect responsible for the Contractor's failure to perform the Work in accordance with the Contract Documents. 1.3 ADDITIONAL SERVICES The following services are not covered in Paragraphs 1.1 or 1.2. If any of these Additional Services are authorized by the Owner, they shall be paid for by the Owner as hereinbefore provided. 1.3.1 Providing special analyses of the OViner's needs, and programming the requirements of the Project. 1.3.2 Providing financial feasibility or other special studies. 1.3.3 Providing planning surveys, site evaluations, or comparative studies of prospective sites. 1.3.4 Making measured drawings of existing construc- tion when required for planning additions or alterations thereto. 1.3.5 Revising previously approved Drawings, Specifica- tions or other documents to accomplish changes not initi- ated by the Architect. 1.3.6 Preparing Change Orders and supporting data where the change in the Basic Fee resulting from the ad- justed Contract Sum is not commensurate with the Archi- tect's services required. 1.3.7 Preparing documents for alternate bids requested by the Owner. 1.3.8 Providing Detailed Estimates of Construction CosK 1.3.9 Providing consultation concerning replacement of any Work damaged by fire or other cause during construc- tion, and furnishing professional services of the type set forth in Paragraph 1.1 as may be required in connection with the replacement of such Work. 1.3.10 Providing professional services made necessary by the default of the Contractor in the performance of the Construction Contract. 1.3.11 Providing Contract Administration and observa- tion of construction after the Contract Time has been ex- ceeded by more than twenty per cent through no fault of the Architect. 1.3.12 Furnishing the O',vner a set of reproducible rec ord prints of drawings showing significant changes made during the construction process, based on marked up prints, drawings and other data furnished by the Contrac tor to the ,^.rchitect. 1.3.13 Providing services after final payment to the Contractor. 1.3.14 Providing interior design and other services re quired for or in connection 'Nith the selection of hHAi turc aAd fl:lrAishiAgs. 1.3.15 Providing services as an expert witness in con- nection with any public hearing, arbitration proceeding, or the proceedings of a court of record. 1.3.16 Providing services for planning tenant or rental spaces. 4 AlA DOCUMENT 8131 ' OWNER-ARCHITECT AGREEMENT. SEPTEMBER 1967 EDITION' AIA@ @1967 THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 N. Y. AVE., NW., WASH., D. C. 20006 ARTICLE 2 THE OWNER'S RESPONSIBILITIES 2.1 The Owner shall provide full information regarding his requirements for the Project. 2.2 The Owner shall designate, when necessary, a rep- resentative authorized to act in his behalf with respect to the Project. The Owner or his representative shall exam- ine documents submitted by the Architect and shall render decisions pertaining thereto promptly, to avoid unreasonable delay in the progress of the Architect's work. 2,3 The Owner shall furnish a certified land survey of the site giving, as applicable, grades and lines of streets, alleys pavements and adjoining property; rights-of-way, restrictions, easements, encroachments, zoning, deed re- strictions, boundaries and contours of the site; locations, dimensions and complete data pertaining to existing buildings, other improvements and trees; and full infor- mation concerning available service and utility lines both public and private. 2.4 The Owner shall furnish the services of a soils en- gineer, when such services are deemed necessary by the Architect, including reports, test borings, test pits, soil bearing values and other necessary operations for determining subsoil conditions. 2,5 The Owner shall furnish structural, mechanical, chemical and other laboratory tests, inspections and re- ports as required by law or the Contract Documents. 2,6 The Owner shall furnish such legal, accounting and insurance counselling services as may be necessary for the Project, and such auditing services as he may require to ascertain how or for what purposes the Contractor has used the moneys paid to him under the Construction Contract. 2.7 The services, information, surveys and reports re- quired by Paragraphs 2.3 through 2.6 inclusive shall be furnished at the Owner's expense, and the Architect shall be entitled to rely upon the accuracy thereof. 2.8 If the Owner observes or otherwise becomes aware of any fault or defect in the Project or non-conformance with the Contract Documents, he shall give prompt writ- ten notice thereof to the Architect. 2,9 The Owner shall furnish information required of him as expeditiously as necessary for the orderly progress of the Work. ARTICLE 3 CONSTRUCTION COST 3,1 Construction Cost to be used as a basis for deter- mining the Architect's Fee for all Work designed or speci- fied by the Architect, including labor, materials, equip- ment and furnishings, shall be determined as follows, with precedence in the order listed: ~ ." 3,1,1 For completed construction, the total cost of all such Work; 3.1.2 For work not constructed, the lowest bona fide bid received from a qualified bidder for any or all of such work; or 3.1.3 For work for which bids are not received, (1) the latest Detailed Cost Estimate, or (2) the Architect's latest Statement of Probable Construction Cost. 3.2 Construction Cost does not include the fees of the Architect and consultants, the cost of the land, rights-of- way, or other costs which are the responsibility of the Owner as provided in Paragraphs 2.3 through 2.6 inclu- sive. 3.3 Labor furnished by the Owner for the Project shall be included in the Construction Cost at current market rates. Materials and equipment furnished by the Owner shall be included at current market prices, except that used materials and equipment shall be included as if purchased new for the Project. 3.4 Statements of Probable Construction Cost and De- tailed Cost Estimates prepared by the Architect represent his best judgment as a design professional familiar with the construction industry. It is recognized, however, that neither the Architect nor the Owner has any control over the cost of labor, materials or equipment, over the con- tractors' methods of determining bid prices, or over com- petitive bidding or market conditions. Accordingly, the Architect cannot and does not guarantee that bids will not vary from any Statement of Probable Construction Cost or other cost estimate prepared by him. 3.5 When a fixed limit of Construction Cost is estab- lished as a condition of this Agreement, it shall include a bidding contingency of ten per cent unless another amount is agreed upon in writing. When such a fixed limit is established, the Architect shall be permitted to deter- mine what materials, equipment, component systems and types of construction are to be included in the Contract Documents, and to make reasonable adjustments in the scope of the Project to bring it within the fixed limit. The Architect may also include in the Contract Documents alternate bids to adjust the Construction Cost to the fixed limit. 3.5.1 If the lowest bona fide bid, the Detailed Cost Esti- mate or the Statement of Probable Construction Cost ex- ceeds such fixed limit of Construction Cost (including the bidding contingency) established as a condition of this Agreement, the Owner shall (1) give written approval of an increase in such fixed limit, (2) authorize rebidding the Project within a reasonable time, or (3) cooperate in revising the Project scope and quality as required to re- duce the Probable Construction Cost. In the case of (3) the Architect, without additional charge, shall modify the Drawings and Specifications as necessary to bring the Construction Cost within the fixed limit. The providing of this service shall be the limit of the Architect's responsi- bility in this regard, and having done so, the Architect shall be entitled to his fees in accordance with this Agreement. AlA DOCUMENT 8131 ' OWNER-ARCHITECT AGREEMENT. SEPTEMBER 1967 EDITION' AIA@ @1967 THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 N. Y. AVE., N.W., WASH., D. C. 20006 5 4 ARTICLE 4 DIRECT PERSONNEL EXPENSE 4.1 Direct Personnel Expense of employees engaged on the Project by the Architect includes architects, engineers, designers, job captains, draftsmen, specification writers and typists, in consultation, research and design, in pro- ducing Drawings, Specifications and other documents per- taining to the Project, and in services during construction at the site. 4,2 Direct Personnel Expense includes cost of salaries and of mandatory and customary benefits such as statu- tory employee benefits, insurance, sick leave, holidays and vacations, pensions and similar benefits. ARTICLE 5 REIMBURSABLE EXPENSES 5,1 Reimbursable Expenses are in addition to the Fees for Basic and Additional Services and include actual ex- penditures made by the Architect, his employees, or his consultants in the interest of the Project for the following incidental expenses listed in the following Subparagraphs: 5.1.1 Expense of traRs!3ortation and liviAg wheR travel ing in connection with the Project and for long gi~tance calls and telegrams. 5,1,2 Expense of reproductions, postage and handling of Drawings and Specifications, excluding copies for Archi- tect's office use and duplicate sets at each phase for the Owner's review and approval; and fees paid for securing approval of authorities having jurisdiction over the ProJect. 5.1.3 If authorized in advance by the Owner, the ex- pense of overtime work requiring higher than regular rates; perspoctives or models for the Owner's use; and fees of special consultants for other than the normal struc- tural, mechanical and electrical engineering services. ARTICLE 6 PAYMENTS TO THE ARCHITECT 6.1 Payments on account of the Architect's Basic Serv- ices shall be made as follows: 6.1,1 An initial payment of five per ccnt of the Basic Fee calculated UI'WM aM agreed estimated C03t of the Project, payablc upon exccution of this l'.greemcAt, is the minimum payment uflder this :\greement. 6,1,2 Subsequent payments shall be made monthly in proportion to services performed to increase the compen- sation for Basic Services to the following percentages of the Basic Fee at the completion of each phase of the Work: Programming, . , . , . , , . , Schematic Design Phase ......... Design Development Phase ...... Construction Documents Phase .... Bidding or Negotiation Phase ..... Construction Phase .............. 50/0 15% 35% 75% 80% 100% 6.2 Payments for Additional Services of the Architect as defined in Paragraph 1.3, and for Reimbursable Expenses as defined in Article 5, shall be made monthly upon presentation of the Architect's statement of services ren- dered. 6.3 No deductions shall be made from the Architect's compensation on account of penalty, liquidated dam- ages, or other sums withheld from payments to con- tractors. 6,4 If the Project is suspended for more than three months or abandoned in whole or in part, the Architect shall be paid his compensation for services performed prior to receipt of written notice from the Owner of such suspension or abandonment, together with Reimbursable Expenses then due and all terminal expenses resulting from such suspension or abandonment. ARTICLE 7 ARCHITECT'S ACCOUNTING RECORDS Records of the Architect's Direct Personnel, Consultant and Reimbursable Expenses pertaining to the Project, and records of accounts between the Owner and tne Con- tractor, shall be kept on a generally recognized accounting basis and shall be available to the Owner or his author- ized representative at mutually convenient times. ARTICLE 8 TERMINATION OF AGREEMENT 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 other. In the event of termination due to the fault of others than the Architect, the Archi- tect shall be paid his compensation for services performed to termination date, including Reimbursable Expenses then due and all terminal expenses. ARTICLE 9 OWNERSHIP OF DOCUMENTS Drawings and Specifications as instruments of service are and shall remain the property of the Architect whether the Project for which they are made is executed or not. They are not to be used by the Owner on other projects or extensions to this Project except by agreement in writ- ing and with appropriate compensation to the Architect. 6 AlA DOCUMENT 8131 ' OWNER-ARCHITECT AGREEMENT. SEPTEMBER 1967 EDITION' AIA@ @1967 THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 N. Y. AVE., N.W., WASH., D. C. 20006 .' , , . > # ARTICLE 10 SUCCESSORS AND ASSIGNS The Owner and the Architect each binds himself, his partners, successors, assigns and legal representatives to the other party to this Agreement and to the partne.rs, successors, assigns and legal representatives of such other party with respect to all covenants of this Agreement. Neither the Owner nor the Architect shall assign, sublet or transfer his interest in this Agreement without the written consent of the other. ARTICLE 11 ARBITRATION 11,1 All claims, disputes and other matters in question arising out of, or relating to, this Agreement or the breach thereof shall be decided by arbitration in accord- ance with the Construction Industry Arbitration Rules of the American Arbitration Association then obtaining. This agreement so to arbitrate shall be specifically enforceable under the prevailing arbitration law. 11.2 Notice of the demand for arbitration shall be filed in writing with the other party to this Agreement and with the American Arbitration Association. The demand 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 institution of legal or equitable proceedings based on such claim, dispute or other matter in question would be barred by the applicable statute of limitations. 11.3 The award rendered by the arbitrators shall be final, and judgment may be entered upon it in any court having jurisdiction thereof. ARTICLE 12 EXTENT OF AGREEMENT This Agreement represents the entire and integrated agreement between the Owner and the Architect and supersedes all prior negotiations, representations or agreements, either written or oral. This Agreement may be amended only by written instrument signed by both Owner and Architect. ARTICLE 13 APPLICABLE LAW Unless otherwise specified, this Agreement shall be gov- erned by the law of the principal place of business of the Architect. AlA DOCUMENT B131 ' OWNER-ARCHITECT AGREEMENT, SEPTEMBER 1967 EDITION' AIA@ @1967 THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 N. Y. AVE., N.W., WASH., D. C. 20006 7 .- <f , This Agreement executed the day and year first written above. OWNER CITY OF GILROY ARCH~T ~ # Iff",! By:7(~~ Ma yo r Architect's Registration No. C- 2079 AlA DOCUMENT 8131 . OWNER-ARCHITECT AGREEMENT. SEPTEMBER 1967 EDITION' AIA@ @1967 THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 N. Y. AVE., N.W., WASH., D. C. 20006 8 CITY OF GILROY MEMORANDUM October 7, 1969 To: City Attorney From: City Administrator Subject: Owner-Architect Agreement (Fire Headquarters Facility) Enclosed is a standard Owner-Architect Agreement Form as sub- mitted by Mr. Robert Wong in regard to the subject facility for your review and approval of form. ............-.., /. /9}5t1zkJ /~11f~ Wood t/ City Administrator FOW:ec Enc 1. ".I -/.r" _/ ;< C~ e /{~ C~" /y, (7 ("] : /," ~ ;'<V?Gr'"h; '~~v--'1 . / ./ 1 d (/) 1(' .-- c6 -&. 7C- L, f;-"v~~ ~ cJ[ ~' . . . ,:1 /,/ C{;JrM n-e / CiA. Ytr." 1- /0. I "..." ~ ,.(7. / (I f--z/v-ue ((l(, .! {./j / '-II //)'!.,., ,v w:t &/~