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HomeMy WebLinkAboutAgr 1993-01-06 (Roland/Miller)A M E R I C A I N S T I T U T E F A R C H I T E C T S AIA Document B141 Standard Form of Agreement Between Owner and Architect 1987 EDITION THIS DOCUMENT HAS IMPORTANT LEGAL CONSEQUENCES; CONSULTATION WITH AN ATTORNEY IS ENCOURAGED WITH RESPECT TO ITS COMPLETION OR MODIFICATION. AGREEMENT made as of the day of in the year of Nineteen Hundred and BETWEEN the Owner: f TOWN OF TIBURON (Name and address) 1155 Tiburon Boulevard Tiburon, CA 94920 and the Architect: ROLAND/MILLER ASSOCIATES (Name and address) 2421 Mendocino Avenue, Suite 200 Santa Rosa, CA 95403 For the following Project: (Include detailed description of Project, location, address and scope.) Tiburon Town Center, including Town offices and facilities as described in the Architectural Program for the Tiburon Town Center, current as of the date' of execution of this Agreement and summarized in the attached Exhibit 1. The Owner and Architect agree as set forth below. Copyright 1917, 1926, 1948, 1951, 1953, 1958, 1961, 1963, 1966, 1967, 1970, 1974, 1977, ©1987 by The American Institute of Architects, 1735 New York Avenue, N.W., Washington, D.C. 20006. Reproduction of the material herein or substantial quotation of its provisions without written permission of the AIA violates the copyright laws of the United States and will be subject to legal prosecution. I:i{f V; u:. It:. AIA DOCUMENT 8141 • OWNER-ARCHITECT AGREEMENT • FOURTEENTH EDITION • AIA® • ©1987 THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE, N.W., WASHINGTON, D.C. 20006 8141-1987 1 TERMS AND CONDITIONS OF AGREEMENT BETWEEN OWNER AND ARCHITECT ARTICLE 1 ARCHITECT'S RESPONSIBILITIES 1.1 ARCHITECT'S SERVICES 1.1.1 The Architect's services consist of those services per- formed by the Architect, Architect's employees and Architect's consultants as enumerated in Articles 2 and 3 of this Agreement and any other services included in Article 12. 1.1.2 The Architect's services shall be performed as expedi- tiously 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. See Paragraph 12.1. 1.1.3 The services covered by this Agreement are subject to the time limitations contained in Subparagraph 11.5.1. ARTICLE 2 SCOPE OF ARCHITECT'S BASIC SERVICES .ining 2.1 DEFINITION 2.1.1 The Architect's Basic Services consist of those described 2.2.2 The Architect shall provide a preliminary evWuatien-ef the vAw" program, schedule and construction budget requirements, each in terms of the other, subject to the limita- tions set forth in Subparagraph 5.2.1. prepare and 2.2.3 The Architect shall /eview with the Owner alternative approaches to design and construction of the Project. Al So see Paragraph 12.21. 2.2.4 Based on the mutually agreed-upon program, schedule and construction budget requirements, the Architect shall prepare, for approval by the Owner, Schematic Design Docu- ments consisting of drawings and other documents illustrating the scale and relationship of Project components. schedule or construction 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, struc- tural, mechanical and electrical systems, materials and such other el ment$ as may be :appropriate. and are part of the basic services. 2.3.2 Qs" See Para graph 12.2. 2.4 CONSTRUCTION DOCUMENTS PHASE 2.4.1 Based on the approved Design Development Docu- ments 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 Specifica- tions setting forth in detail the requirements for the construe- tion of the Project. 2.4.2 The Architect shall assist the Owner in the preparation of the necessary bidding information, bidding terms, the Condi- tions of the Contract, and the form of Agreement between the Owner and Contractor. o er's Clost Consultant 2.4.3 The%shal advise the Owner of any adjutitlllcntS to previous estimates of Construction Cost indi- cated by changes' or general market conditions. 2.4.4 The Architect shall assist the Owner in connection with the Owner's responsibility for filing documents required for the approval of governmental authorities having jurisdiction over the Project. See paragraph 12.3 in Paragraphs 2.2 through 2.6 and any other services identified in Article 12 as part of Basic Services, and include normal struc- 25 BIDDING OR NEGOTIATION PHASE tural, mechanical and electrical engineering services.and those* Architect listed in Paragraph 2.16. 2.5.1 The _ following the Owner's approval of the 2.2 SCHEMATIC DESIGN PHASE Construction Documents and of the latest preliminary estimate jD r pyre,,, roc m__ .A~ut- of Construction Cost, shall assist the Owner in obtaining bids 2.2.1 The Architect shall 1- the requirements of the Project and shall and assist in awarding and preparing arrive at a mutual understanding of such requirements with the contracts for construction. See paragraph 12.4 Owner. Also see Paragraph 12.18. estimate of Con on current area, volume or See Paragraph 12.22. 2.3 DESIGN DEVELOPMENT PHASE 2.3.1 Based on the approved Schematic Design Documents and any adjustments authorized by the Owner in the program, 2.6 CONSTRUCTION PHASE-ADMINISTRATION OF THE CONSTRUCTION CONTRACT 2.6.1 The Architect's responsibility to provide Basic Services for the Construction Phase under this Agreement conlnicnces with the award of the Contract for Construction and terminates 1J..4.w_w..__ 60 days after the date of Substantial Completion of the Work, unless extended under the terms of Subparagraph 10.3.3. 2.6.2 The Architect shall provide administration of the Con- tract for Construction as set forth below and in the edition of AIA Document A201, General Conditions of the Contract for Construction, current as of the date of this Agreement, unless otherwise provided in this Agreement. 2.6.3 Duties, responsibilities and limitations of authority of the Architect shall not be restricted, modified or extended without written agreement of the Owner and Architect f AIA DOCUMENT B141 • OWNER-ARCHITECT AGREEMENT • FOURTEENTH EDITION • AIAm • ©1987 THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE, N.W., WASHINGTON, D.C. 20006 B141-1987 2 2.6.4 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 Ser- vice at the Owner's direction from time to time during the cor- rection 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. 2.6.5 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 man- ner indicating that the Work when completed will be in accor- dance with the Contract Documents. However, the Architect shall not be required to make exhaustive or continuous on-site inspections to check the quality or 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 eltensive site representation may be agreed to as an Additional Service, as described in Paragraph 3.2.) See paragraph 12.5 2.6.6 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 accor- dance with the Contract Documents. The Architect shall not have control over or charge of acts or omissions of the Contrac- tor, Subcontractors, or their agents or employees, or of any other persons performing portions of the Work. 2.6.7 The Architect shall at all times have access to the Work wherever it is in preparation or progress. so long as all safety and security precautions, rules and regula- :ions 2.6.8 Except as may otherwise be provided in the Contract Documents or when direct communications have been spe- !Sta- cially authorized, the Owner and Contractor shall communicate ,lished through the Architect. Communications by and with the Archi- ►y con- tect's consultants shall be through the Architect. See para- xactor a h 2.6 nd owne,~he Contractor's A lent, the Architect shall .re cony lied lam' tute a representation to the Owner, based on the Archi is observations at the site as provided in Subparagraph ) .5 and on the data comprising the Contractor's Applicad i for Pay- ment, that the Work has progressed to the poi indicated and that, to the best of the Architect's knowled , information and belief, quality of the Work is in accord- cc with the Contract Documents. The foregoing rcpres ations are subject to an evaluation of the Work for co ormance with the Contract Documents upon Substanti• ompletion, to results of Subse- quent tests and inspectio . , to minor deviations from the (:on- tract Documents cor 'table prior to completion and to spe- cific qualification xpressed by the Architect. The issuance of a Certificate for ayment shall further constitute a representation that the tractor is entitled to payment in the amount certi- fied. . wever, the issuance of a Certificate for Payment shall no ea representation that the Architect has (1) made exhaus- ods, techniques, sequences or procedures, (3) r_ev~t copies of requisitions received from SUbCOntr :111 t "Material Sup- pliers and other data reque. y the (honer to suhstanti:ue the Contractor's r' payment or (4) ascertained how or for what e the Contractor has used money previously paid Sidw. See Paragraph 12.24. s~ec end that Owner 2.6.11 The Architect shall' reject Work which does not conform to the Contract Documents. \Vhcno:vcr tile Architect considers it necessary or advisable for implenlenta- tion of the intent of the Contract Documents, the Architect "41 Shall require additional inspection or testing of the recom- Work in accordance with the provisions of the Contract I)ocu- mend ments, whether or not such Work is fabricated, installed or that completed. However, neither this authority of the Architect nor a decision made in good faith either to exercise or not to exer- Owner cise such authority shall give rise to a duty or responsibility of the Architect to the Contractor, Subcontractors, niatct-ial and equipment suppliers, their agents or employees or other per- sons performing portions of the Work. 2.6.12 The Architect shall review and approve or take other appropriate action upon Contractor's Stibmitt:tlS such is Shop Drawings, Product Data and Samples, but only for the hmited purpose of checking for conformance with inforimition gn-crl and the design concept expressed in the Contract Documents. The Architect's action shall be taken to con- -pr-owipiiies5-tLs i) Ft us@ titi E4t?1tiy in the Ht toi- Hi Hit- form to while allow the ing sufficient time in the Architect's professional judgment to sehe- permit adequate review. Review of such submitt:ilS is not con- ducted for the purpose of determining the accuracy and coil,- dule pleteness of other details such as dimensions and gn.111titics or for re- for substantiating instructions for installation or pcrtOrni.mcc• of view of equipment or systems designed by the Contractor, all of which contrac- remain the responsibility of the Contractor to the extent tors required by the Contract Documents. The Architect's rcyic\y shall not constitute approval of safety precautions or, unless SubmL it- otherwise specifically stated by the Architect, of conStrLiCtion tals to means, methods, techniques, sequences or procedures. The be ap- Architect's approval of a specific item shall not indicate proved approval of an assembly of which the item is a component. When professional certification of performance characteristics by Arch- of materials, systems or equipment is required by the Contract iteet Documents, the Architect shall he entitled to r~ ly upon aitjh and certification to establish that the materials, systems or equip- Owner ment will meet the performance criteria required by the t:on- at tract Documents. start 2.6.13 The Architect shall prepare Change ( )rders and Con- of Con- struction Change Directives, «•ith Supporting (I(cunlcnl:111011 struC- and data if deemed necessary by the Architect is provided in Lion Subparagraphs 3.1.1 and 3.3.3. for the Owner's appr(>y:il and execution in accordance with the Contract 1)ocuni"•nise w«i.i► 14 1 '14 414-- 6, Nip 4140- 11 (includincr a final ninch list inspec- 2.6.14 The Architect Sliall cot (lust inspectioi to dete•rnune the date or dates of Substallti:il Completion .111"1 the• (Lite of final tlon~ completion, shall receive and forw.ird to the ()\%-tlcr for the Owner's review and records written warranties and iel'lied documents required by the Contract 1)t icumcilts and ,ise nl- bled by the Contractor and shall recanr.end issuing a final Certificate for Payment upon compliance with the requirements of the Contract Documents. AIA DOCUMENT B141 • OWNER-ARCHITECT AGREEMENT • FOURTEENTH EDITION • AIAm 0 I' M7 3 8141-1987 THE AMERICAN INSTITUTE OF ARCHITECTS, 17 35 NEW YORK AVENUE, N.W., WASHINGTON, 1).C 21)1141(1 2.6.15 The Architect shall interpret amide matters con- cerning performance of the Contractor under the requirements of the Contract Documents on written request of -@k4w the Owner. . The Architect's response to such requests shall be made with reasonable promptness and within any time limits agreed upon. 2.6.16 Interpretations s 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. ti ..14 siE3Fls; E~e-~fie;~iEee>;-siaE~l!1-e~t~e~~r=er-EE~6t~e• „ G..^t `-1,.,11 ,,,,r sl;o papt; t , oW4@. wt-A Alw-11 ..,c 0 _o tic effect shall be wit the intent expressed in opinions 2.6.18 The Architect shall render written within a reasonable time on all claims, disputes or other matters in gtleS- tion between the Owner and Contractor relating to the execu- tion or progress of the Work as provided in the Contract Documents. When requested by Owner. matters, including those in question b le Owner and Contractor, except for t ing to aesthetic effect tits pro- vided in raph 2.6.17, shall be subject to arbitration as ARTICLE 3 ADDITIONAL SERVICES 3.1 GENERAL 3.1.1 The services described in this Article 3 are not included in Basic Services unless so identified in Article 12, and they shall be paid for by the Owner as provided in this Agreement, in addition to the compensation for Basic Services. The services described under Paragraphs 3.2 and 3.4 shall only be provided if authorized or confirmed in writing by the Owner. If services described under Contingent Additional Services in Paragraph 3.3 are required due to circumstances beyond the Architect's control, the Architect shall notify the Owner prior to com- mencing such services. If the Owner deems that such services described under Paragraph 3.3 are not required, the Owner shall give prompt written notice to the Architect. If the Owner indicates in writing that all or part of such Contingent Addi- tional Services are not required, the Architect shall have no ohli- gation to provide those services. 3.2 PROJECT REPRESENTATION BEYOND BASIC SERVICES 3.2.1 If more extensive representation at the site than is described in Subparagraph 2.6.5 is required, the Architect shall provide one or more Project Representatives to assist in carry- ing out such additional on-site responsibilities. - 3.2.2 Project Representatives shall be selected, employed and directed by the Architect, and the Architect shall be compen- sated therefor as agreed by the Owner and Architect. The duties, responsibilities and limitations of authority of Project Representatives shall be as described in the edition of AIA Document 13352 current als of the date of this Agreement, unless otherwise agreed. 3.2.3 Through the observations by such Project Represen- tatives, the Architect shall endeavor to provide farther protec- tion for the Owner against defects and deficiencies in the \Vork, but the furnishing of such project representation shall not modify the rights, responsibilities or obligations of the Architect as described elsewhere in this Agreement. 3.3 CONTINGENT ADDITIONAL SERVICES 3.3.1 Making revisions in Drawings, Specifications or other documents when such revisions are: .1 inconsistent with approvals or instructions previously given by the Owner, including revisions made neces- sary by adjustments in the Owner's program or Proj- ect budget; .2 required by the enactment or revision of codes. Ian's or regulations subsequent to the preparation of such documents; or See paragraph 12.7 .3 due to changes required as a result of the Owner's fail- ure to render decisions in a timely manner. 3.3.2 Providing services required because of signilicant changes in the Project including, but not limited to, size, qual- ity, complexity, the Owner's schedule, or the method of bid- ding or negotiating and contracting for construction, except tier services required under Subparagraph 5?.5. 3.3.3 Preparing Drawings, Specifications and other documrn- tation and supporting data, evaluating Contractor's proposals, and providing other services in connection with Ch.111ge Orders and Construction Change Directives. other than for c ~s rewired due to errors oar oi~~ons of g royidin services in connection xvi 1 rya aaal s , tutions proposed by the Contractor and making suhseyuent Archi revisions to Drawings, Specifications and other dOCUinen[atlon resulting therefrom. 3.3.5 Providing consultation concerning replacement of olrk ckiniaged by fire or other cause during construction, and tar- nishing services required in connection with the replacement of such Work. 3.3.6 Providing services made necessary by the default of the Contractor, by major defects or deficiencies in the \Vork of the Contractor, or by failure of performance of either the 0%vner or Contractor under the Contract for Construction. 3.3.7 Providing services in evaluating an extensive numhcr of claims submitted by the Contractor or others in comnei 11011 with the Work. 3.3.8 Providing services in connection with a puhlic he.iniig, arbitration proceeding or legal proceeding; except where the Architect is party thereto. See paragraph 12.8 3.3.9 Preparing documents for alternate, srparate olr:cyuc 1ul.ll hick or providing services in connection %%ith hidding, negl~tl.l Lion or construction prior to the completion of the (:on~uuo tion Documents i)ii se. except where extensive additional work is not required or if alternate, separate or 3.4 OPTIONAL ADDITIONAL SERVICES sequential bids are spec- ified in 3.4.2 Providing financial fcasibility or other Sl-,C 1:11 Stodge. this 3.4.3 Providing pl:lnnillg surveys, site evaluations Or koill- Agreement. partitive ,ladies of prospective ,Iles. unless otherwise speci- fied in this Acrrepinent _ AIA DOCUMENT B141 • OWNER-ARCHITECT AGREEMENT • FOURTEENTH EDITION • AIA'D • '~:1()K? THE AMERICAN INSTITUTE of ARCHITECTS, 1735 NEW YORK AVENUE, N.W., WASHINGTON, 1> C. 2(XXXi B141-1987 4 3.4.4 Providing special surveys, environmental studies and submissions required for approvals of governmental authorities or others having jurisdiction over the Project. See paragi 12.3. 3.4.5 Providing services relative to future facilities, systems and equipment. 3.4.6 Providing services to investigate existing conditions or facilities or to make measured drawings thereof. 3.4.7 Providing services to verify the accuracy of drawings or other information furnished by the Owner. 3.4.8 Providing coordination of construction performed by separate contractors or by the Owner's own forces and coordi- nation of services required in connection with construction performed and equipment supplied by the Owner. 3.4.9 Providing services in connection with the work of a con- struction manager or separate consultants retained by the Owner. 4.2 The Owner shall establish and update an overall budget for the Project, including the Construction Cost, the Ov1'ner's other "aphcosts and reasonable contingencies related to all of these costs. 4.3 If requested by the Architect, the Owner shall furnish evi- dence that financial arrangements have been made to fulfill the O,,yner's obligations under this Agreement. 3.4.10 Providing detailed estimates of Construction Cost. -3.4.11 Pi6vidtng detailed quantity surveys or inventories of material, equipment and labor. 3.4.12 Providing analyses of owning and operating costs. required for t 177e selection, procurement 3.4.15 Making investigations, inventories of materials or equip- ment, or valuations and detailed appraisals of existing facilities. 3.4.16 Preparing a set of reproducible record drawings show- ing significant changes in the Work made during construction based on marked-up prints, drawings and other data furnished by the Contractor to the Architect. 3.4.17 Providing assistance in the utilization of equipment or systems such as testing, adjusting and balancing, preparation of operation and maintenance manuals, training personnel for operation and maintenance, and consultation during operation. 3.4.18 Providing services after issuance to the Owner of the final Certificate for Payment, or in the absence of a final Cer- tificate for Payment, more than 60 days after the date of Sub- stantial Completion of the %Vork. 3.4.19 Providing services of consultants for other than archi- tectural, structural, mechanical and electrical engineering por- tions of the Project provided as a part of Basic Services. Mess pp ise.specified in this AaC~re tt 3.rovtdlnny other services not otherwise Inc udtd in this Agreement or not customarily furnished in accordance with generally accepted architectural practice. ARTICLE 4 OWNER'S RESPONSIBILITIES 4.1 The Owner shall provide full information regarding requirements for the Project, including "@t4~ the Owner's objectives, schedule, constraints and cri- teria, including space requirements and relationships, flexi- bility, expandability, special equipment, systems and site requirements. 4.4 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. 4.5 The Owner shall furnish surveys describing physic:Il characteristics, legal limitations and utility locations tilr the site of the Project, and a written legal description of the site. The surveys and legal information shall include, as :Ipplicable, grades and lines of streets, alleys, pavements and adjoining property and structures; adjacent drainage; rights-of-way, restrictions, easements, encroachments, Zoning, deed restric- tions, boundaries and contours of the site; locations, dimen- sions 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. 4.6 The Owner shall furnish the services of gcotechnical engi- neers when such services are requested by the Architect. Such services may include but are not limited to test horings, test pits, determinations of soil hearing values, percolation tests, evaluations of hazardous materials, ground corrosion and resis- tivity tests, including necessary operations for anticipating suh- soil conditions, with reports and appropriate . protessional recommendations. 4.6.1 The Owner shall furnish the services of' other consul- tants when such services are reasonably required hv_ the scope of the Project and are requested by the Architect. air and water pollution tests, tests s materials, and other lahora vlronmental tests, inspection; and of Elie ~;witfiet i)oetlflie! ee Paragraph 12.25. 4.8 The Owner shall furnish all legal, accounting and incur:lace counseling services as may be necessary at any time for the Project, including auditing services the Owner may require to verify the Contractor's Applications for Payment Or to ascerutin how or for what purposes the Contractor has used the money paid by or on behalf of the Owner. 4.9 The services, information. surveys and reports required by Paragraphs 1.5 through 4.8 shall he tarnished at the Owner's expense, and the Architect shall he entitled to rely upon the accuracy and completeness thereof. 4.10 Prompt written notice shall he given by the• Oxvncr tO the Architect it the Owner becomes aware of any t:lult or dtAc•ct in the Project or nonconformance with the Contract 1)(KA1111('Ilt1. 4.11 The proposed language of certificates or certificauo ms requested of the Architect or Architect's consultants shall he submitted to the Architect for review and approval at Ie:lst 1-4 clays prior to execution. The Owner shall not request certifica- tions that would require knowledge or services heyond the scope of this Agreement. AIA DOCUMENT 8141 - UVL'NER-AR(JHTECT AGREESIENT - Fol'RTEENT11 EDITION - AIA9 - ~ 1987 5 B141-1987 THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE, N.W., WASHING FON, I) '(XKX) ARTICLE 5 CONSTRUCTION COST 5.1 DEFINITION 5.1.1 The Construction Cost shall be the total cost or esti- mated cost to the Owner of all elements of the Project designed or specified by the Architect. 5.1.2 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 Con- tractor's overhead and profit. In addition, a reasonable allow- ance for contingencies shall be included for market conditions at the time of bidding and for changes in the Work during construction. 5.1.3 Construction Cost does not include the compensation of the Architect and Architect's consultants, the costs of the land, rights-of-way, financing or other costs which are the respon- sibility of the Owner as provided in Article 4. 5.2 RESPONSIBILITY FOR CONSTRUCTION COST 5.2.1 Evaluations of the Owner's Project budget, preliminary estimates of Construction Cost and detailed estimates of Con- struction 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 nei- ther the Architect nor the Owner has control over the cost of labor, materials or equipment, over the Contractor's methods 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. 5.2.2 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, com- ponent 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 Docu- ments alternate bids to adjust the Construction Cost to the fixed limit. Fixed limits, if anv, shall be increased in the amount of an increase in the Contract Sum occurring after execution of the Contract for Construction. 5.2.3 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. 5.2.4 If a fixed limit of Construction Cost (adjusted as pro- vided in Subparagraph 5.2.3) is exceeded by the lowest trmT fide-hi , the Owner shall: resppn.5J i bi~ give written approval of an increase in such fixed limit; .2 authorize rebidding Rti"X of the Project within a reasonable time; .3 if the Project is abandoned, terminate in accordance with Paragraph 8.3; or .4 cooperate in revising the Project scope and duality Is required to reduce the Construction Cost. 5.2.5 If the Owner chooses to proceed under Clause 5.2.4.4, the Architect, without additional charge, shall modify the Con- tract 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. See Paragraph 12.17. ARTICLE 6 USE OF ARCHITECT'S DRAWINGS, SPECIFICATIONS AND OTHER DOCUMENTS pared by the Architect for this Project are instrument, the Architect's service for use solely with respect to s Project and, unless otherwise provided, the Architect . I be deemed the author of these documents and shall ret' all common law, statutory and other reserved rights, i uding the copyright. The Owner shall be permitted to r • n copies, including repro- ducible copies, of the Architec Drawings, Specifications and other documents for infor tion and reference in connection with the Owner's use, occupancy of the Project. The Archi- tect's Drawings, S ifications or other documents shall not be used by the O er or others on other projects, for additions to this Proje r for completion of this Project by others, unless the Ar itect is adjudged to be in default under this Agreement, C. pt by agreement in writing and with appropriate compen- regulatory requirements or c or sim* in connection with the Pro e e onstrued as publication in deroga- ts. See paragraph 12.9.1 and 12.9.2 ARTICLE 7 ARBITRATION parties to this Agreement arising out of or relating to this ce- 14911, ment or breach thereof shall be subject to and dc( idc y arbi- tration in accordance with the Construction Indt rv Arbitra- tion Rules of the American Arbitration Associa n currently in effect unless the parties mutually agree oth wise. 7.2 Demand for arbitration shall he - cd in writing with the other party to this Agreement an yith the :~nie rican Arhitr.►- tion Association. A demand ti. . rhitration shall he made within a reasonable time after th claim, dispute or other matter in question has arisen. In event shall the demand for arbitration be made after the . to when institution of legal or equutahle proceedings h• d on such claim, dispute or other matter in question wo be barred by the applicable st:ttuto, of limit:►tu outs. 7.3 N arbitration arising out of or relating to this Agrecinent sh• include, by consolidation, joinder or in any other manner, AIA DOCUMENT 8141 • OWNER-ARCHITECT AGREEMENT • FOURTEENTH EDITION • AIAO • ©1987 THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE, N.W., WASHINGTON, D.C. 20(x)(-) B141-1987 6 this Agreement signed by the Owner, Architect, and a ther person or entity sought to be joined. Consent t . rbitration involving an additional person or entity sha of constitute consent to arbitration of any claim, (lisp or other matter in question not described in the ogreemEents ittnsent or with a person or entity not named or descri. The foregoing agree- ment to arbitrate and othe to arbitrate with an additional person or en ' duly consented to by the parties to this Agreement sha e specifically enforceable in accordance with applicabl w in any court having jurisdiction thereof. 7.4 T ward rendered by the arbitrator or arbitrators shall be fi , and judgment may be entered upon it in accordance with See paragraph 12.10 ARTICLE 8 TERMINATION, SUSPENSION OR ABANDONMENT 8.1 This Agreement may be terminated by either party upon not less than seven days' written notice should the other party fail substantially to perform in accordance with the terms of this Agreement 44_,4,,,.) ` .,t 4 t1w •14@ _ 8.2 If the Project is suspended by the Owner for more than 30 consecutive days, the Architect shall be compensated for ser- vices performed prior to notice of such suspension. When the Project is resumed, the Architect's compensation shall be equi- tably adjusted to provide for expenses incurred in the interrup- tion and resumption of the Architect's services. 8.3 This Agreement may 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. 8.4 Failure of the Owner to make nts to the Architect in accordance with this Agreement ~AWconsidered substantial nonperformance and cause for termination. See paragraph 12.11 8.5 If the Owner fails to make payment when due the Archi- tect for services and expenses, the Architect may, upon seven days' written notice to the Owner, suspend performance of ser- vices under this Agreement. Unless payment in hull is received by the Architect within seven days of the (late 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 O-%yner because of such suspension of services. 8.6 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 clue :art . n -9 Basic and Additional Services, and include expenses are directly attributable to termination. Terminatiorl cnscs shall he computed as a percentage of the tota ompensation for Basic Services and Additional Services led to the time of ter- mination, as follo,.vs: .1 Twenty per, • of the total compensation for Basic and A(l anal Services earned to date it termination o rs before or during the predesign, site analysis, or . I Additional Services earned to date nlitlation occurs during the Design De pent Phase; or .3 Five percent of t a compensation for Basic and Addrvices earned to date if termination ARTICLE 9 MISCELLANEOUS PROVISIONS 9.1 Unless otherwise provided, this Agreement shall he gov- erned by the law of the --Are. State of California and County of Marin, California. 9.2 Terms in this Agreement shall have the sank meaning '.is those in AIA Document A201, General Conditions of the (:on- tract for Construction, current as of the date of this Agreement. Unless (V41e~:Wise set forth in this Acen!nt. auses of action etween parties t) t us : greeunent pertaining to acts or failures to act shall he deellled to have accrued and the applicable statutes of limitations shall com- mence to run not later than either the date of Substantial Com- pletion for acts or failures to act occurring prior to Substantial Completion, or the date of issuance of the final Certili,ate for Payment for acts or failures to act occurring after Substantial Completion. 9.4 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 ,oy- ered by property insurance during construction, except such rights as they may have to the proceeds of such insurtncc as set forth in the edition of AIA Document A20 1, Gcncral Condit ions of the Contrast for Construction, current as of the date of thi*un1eSS Agreement./Flie Owner and Architect each shall require similar waivers from their contractors, consultants and ;Igents. other- se set forth in this Aygreement or Con- The Owner and Architect, respectively, rind thcnlsclve~~trdCt their partners, successors, assigns and legal rcpresent:tives to the other party to this Agreement and to the partners, succesfor Con- sors, assigns and legal representatives of such other party \yitistrUC- respect to all covenants of this Agreement. Neither Owner nor tion. Architect shall assign this Agreement without the written Con- sent of the other. 9.6 This Agreement represents the entire and integrated agrce- ment between the Owner and Architect and supersedes all prior negotiations, representations or agreements, either writ- ten or oral. This Agreement may he amended Only by written instrument signed by both Owner and :\rchitcct. 9.7 Nothing contained in this Agreement shall create a c(mir.tc- tual relationship ,vith or a cause of action to Ialyor of :I third party against either the Owner or Architect. 9.8 I'rlless otherxyisc provided in this :\grccmcm. the Architect and Architect's consultants shall have no responsibility 1'()I- tile discovery, presence, handling, removal or disp~ sal of OI- e Apo sure of persons to hazardous materials in any h )rm it thc• 1'1_oicct site, including but not limited to atshcsto s. :ISbrstOs I)R Oucts, polychlorinated hiphenyl (PCB) or other toxic subst:lnc(s. 9.9 '['lie Architect shall have the right to include representa- tions of the design of the Project, includins; photographs of the exterior and interior, among the Architect's protnotion:ll Ind professional materials. The Architect's materials shall not inclu(Ie the ()yner's confidential or proprietary int.ormam)n if the (caner has previously advised the :\rrhitcct in \yrilmg of AIA DOCUMENT 8141 • oVi'NF:R ARCH1Tt{CT AGREE,%1ENT • FOURTEENTH EDITION • AIA' • Ivh7 7 8141-1987 THE AMERICAN INSTITUTE of ARCHITECTS, 1735 NEW YORK AVENUE. N.W., WASHINGTON, D C _'INNKj the specific information considered by the Owner to be confi- dential or proprietary. The Owner shall provide professional credit for the Architect on the construction sign and in the pro- motional materials for the Project. ARTICLE 10 PAYMENTS TO THE ARCHITECT 10.1 DIRECT PERSONNEL EXPENSE 10.1.1 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 con- tributions and benefits related thereto, such as employment taxes and other statutory employee benefits, insurance, sick leave, holidays, vacations, pensions and similar contributions and benefits. See Paragraph 12.19. 10.2 REIMBURSABLE EXPENSES 10.2.1 Reimbursable Expenses are in addition to compensa- tion for Basic and Additional Services and include expenses incurred by the Architect and Architect's employees and con- sultants in the interest of the Project, as identified in the follow- ing Clauses. 10.2.1.1 Expense of transportation in connection with the Project; expenses in connection with authorized out-of-town travel; long-distance communications; and fees paid for secur- ing approval of authorities havin jurisdiction over the Project. Fept as in paragraph 12.12 0.2.1.2 Expense o reproduc tons, postage and handling of Drawings, Specifications and other documents. 10.2.1.3 If authorized in advance by the Owner, expense of overtime work requiring higher than regular rates. 10.2.1.4 Expense of renderings, models and mock-ups requested by the Owner. except those of a preliminary dealing dw~ith esign concepts. W~ w Expense o a tuona insu nce coverage or limits, including professional liability insurance, requested by the Owner in excess of that normally carried by the Architect and Architect's consultants. 10.3 PAYMENTS ON ACCOUNT OF BASIC SERVICES 10.3.2 Subsequent payments for Basic Services shall he matte monthly and, where applicable, shall be in proportion to ser- vices performed within each phase of service, on the hasis set forth in Subparagraph 11.2.2. 10.3.3 If and to the extent that the time initially esctblishcd in Subparagraph 1 1.5.1 of this Agreement is exceeded or extended through no fault of the Architect, compensation for any ser- vices rendered during the additional period of time shall be computed in the manner set forth in Subparagraph I l . 10.3.4 When compensation is based on a percentage of Con- struction Cost and any portions of the Project are dclcted or otherwise not constructed, compensation for those portions of the Project shall be payable to the extent services are per- formed on those portions, in accordance with the schedule Set forth in Subparagraph 11.2.2, based on (1) the 1mve;st bona Fide bid or negotiated proposal, or (2) if no such hid or proposal is received, the most recent preliminary estim;ue Of Construction Cost or detailed estimate of Construction (:ost for such por- tions of the Project. 10.4 PAYMENTS ON ACCOUNT OF ADDITIONAL SERVICES 10.4.1 Payments on account of the Architect's Additional Services and for Reimbursable Expenses sIi-Al he nude mo>ntllly upon presentation of the Architect's statement of services ren- dered or expenses incurred. 10.5 PAYMENTS WITHHELD 10.5.1 No deductions shall be made from the Architects com- pensation on account of penalty, licjuielated danl;igcs or other sums withheld from payments to contractors, OI- on account of the cost of changes in the \Vork other th;all those for which the Architect has been found to be liable. 10.6 ARCHITECT'S ACCOUNTING RECORDS 10.6.1 Records of Reimbursable Expenses and expenses per- taining to Additional Services and services performed on the basis of a multiple of Direct Pet:sonncl Expense sh;tll he ;nail able to the Owner or the Owner's authorized represent;ui\ c at mutually convenient times. ARTICLE 11 BASIS OF COMPENSATION The Owner shall compensate the Architect as follows: 11.1 AN INITIAL PAYMENT of NONE Dollars (S -0- shall be made upon execution of this Agreement and credited to the Owner's .tecOUnt it tin.tl p;1\111etit. 11.2 BASIC COMPENSATION 11.2.1 FOR BASIC SERVICES, as described in Article 2, and am• other services included in Article 12 IS part ()I BASIC ~o r~ ices, BANK Compensation shall be computed as follows: (Insert hasis of compensation, including stipulated sums, nminples or percentages, and rcleutiji phases h, rthrch partrelilt rr metho(A onrq/nn"rtn,rr rr/y r/ necessarY.) See Paragraph 12.26 AIA DOCUMENT 8141 • OWNER-ARCHITECT AGREEMENT • FOURTEENTH EDITION • AIA® • (c) 19H-7 THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE, N.W., WASHINGTON, D.C. 2(XX)6 B141-1987 8 11.2.2 Where compensation is based on a stipulated sum or percentage of Construction Cost, progress payments for Basic Services in each phase shall total the following percentages of the total Basic Compensation payable: (Insert additional phases as appropriate.) Schematic Design Phase: Design Development Phase: Construction Documents Phase: Bidding or Negotiation Phase: Construction Phase: percent (15 percent (20 percent (4 0 percent( 5 percent (20 Total Basic Compensation: one hundred percent (100%) 11.3 COMPENSATION FOR ADDITIONAL SERVICES 11.3.1 FOR PROJECT REPRESENTATION BEYOND BASIC SERVICES, as described in Paragraph 3.2, compensation shall be com- puted as follows: As agreed by Owner and Architect, if such services are requested by Owner. and its consultants 11.3.2 FOR ADDITIONAL SERVICES OF THE ARCHITECT~as described in Articles 3 and 12, other than (1) Additional Project Representation, as described in Paragraph 3.2, and (2) services included in Article 12 as part of Additional Services, '3 e - vie@s of eansuk compensation shall be computed as follows: (Insert basis of compensation, including rates and/or multiples of Direct Personnel Expense for Principals and employees, and idcmtify Principals and classify employees, if required. Identify specific services to which particular methods of compensation apply, if necessary.) Fixed stipulated sum or hourly fees not to-exceed a maximum as agreed beforehand by Owner and Architect. 11.3.3 FOR ADDITIONAL SERVICES OF CONSULTANTS, including additional structural, mechanical and electrical engineering services and those provided under Subparagraph 3.4.19 or identified in Article 12 as part of Additional Services, a multiple of 1.18 ( 1.18 ) times the amounts billed to the Architect for such services. BLlbject to the provisions (Identify specific types of consultants in Article 12, if required.) of Paragraph 11.3.2. 11.4 REIMBURSABLE EXPENSES 11.4.1 FOR REIMBURSABLE EXPENSES, as described in Paragraph 10.2, and any other items included in Article 12 as Reimbursable Expenses, a multiple of 1.10 ( 1.10 ) times the expenses incurred by the Architect, the Architect's employees and consultants in the interest of the Project. 11.5 ADDITIONAL PROVISIONS 11.5.1 IF THE BASIC SERVICES covered by this Agreement have not been completed within twenty-four ( 24 ) months of the date hereof, through no fault of the Architect, extension of the Architect's services beyond that time shall be compensated as provided in Subparagraphs 10.3.3 and 11.3.2. 11.5.2 Payments are due and payable within thirty ( 30 ) days from the date of the Architect's ftwoice. -A-mQuAts unpaid days afte-F the i.-VOice A- 't-11 t,@RF ;AWFC-St Rt tile FRIL- L-RleFed hek)W, -efts' (Insert rate of interest agreed upon.) (Usury laws and requirements under the Federal Truth in Lending Act, similar state and local consumer credit laus and other regulations at the Owner's and Archi- tect's principal places of business, the location of the Project and elsewhere may ajfec-t the validity of this provision. Specific legal advice should be obtained with respect to deletions or modifications, and also regarding requirements such as written disclosures or waivers.) AIA DOCUMENT 8141 • OWNER-ARCHITECT AGREEMENT • FOURTEENTH EDITION • AIA• 0 ©1987 9 B141-1987 THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE, N.W., WASHINGTON, D.C. 20006 11.5.3 The rates and multiples set forth for Additional Services shall be annually adjusted in accordance with normal salary review practices of the Architect. AQT1f%1 C 17 OTHER CONDITIONS OR SERVICES (Insert descriptions of other services, identify Additional Services included within Basic Compensation and modifications to the payment and compensation terms included in this Agreement) See attached Article 12 additions. This Agreement entered into as of the day and year first written above. OWNER (S mature) Min R. Kuhn Mayor, Town of Tiburon (Printed name and title) RCHI ~ v (Sij;tu[ttrrE) John K. Miller, FAIA Principal, Roland/Miller/Associates (Printed name and title) AIA DOCUMENT B141 - OWNER-ARCHITECT AGREEMENT - FOURTEENTH EDITION - AIA"- ©1987 THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE, N.W., WASHINGTON, D.C. 2(XX)6 8141-1987 10 Article 12 Additions 12.1 (1.1.2) The schedule for the performance of the Architect's Services shall • conform to the approved overall project schedule, including the periods for Owner's review and financing approvals. The projected schedule current as of the date of this Agreement is attached as Exhibit 2 and incorporated herein. 12.2 (2.3.292.4.3) The Owner's cost consultant will prepare a Design Development estimate which is intended to identify the cost of the architectural, mechanical, electrical, and other systems, materials and elements to the extent that alternative choices may be evaluated where appropriate in order to meet budget constraints. The Architect shall provide the necessary information to and shall cooperate fully with the Owner's cost consultant in order to facilitate the preparation of the Cost Consultant's estimates. 12.3 (2.4.493.4.4) As part of Basic Services, Architect shall provide Owner's environmental review consultant with copies of any documents or information prepared by Architect for the project. 12.4 (2.5.1) To the extent possible, Owner shall provide Architect with Owner required materials for Architect's project manual. These shall include, but not be limited to, agreement forms, bond and insurance requirements and general or supplementary conditions required by Owner in addition to any other appropriate general and supplementary conditions recommended by the Architect. 12.5 (2.6.5) Unless otherwise mutually agreed, Architect's Basic Services shall include onsite visits by the Architect during construction totalling an average of approximately 16 hours (exclusive of travel time) per month, or more or less as required by construction activities, and site visits by the Architects consultants which are necessary for the work for which the consultants have provided services. The precise schedule of visits shall be arranged with the Owner at the preconstruction meeting. 12.6 (2.6.8) Architect shall promptly provide Owner with copies of all written communications between Architect and the contractor or any consultants. 12.7 (3.3.1.2) Drawings, specifications or other documents, prepared by Architect shall conform to all published codes which are adopted or have been published and are pending adoption. 12.8 (3.3.8) Basic services shall include appearances at Town Council, board or commission hearings at which architect's attendance is required to present the Project design or discuss other Project matters. 12.9.1 (6.2) Subject to the provisions of Paragraph 12.9.2 below, the original drawings, specifications and other documents, computer tapes or disks or reproducibles thereof, prepared by Architect for this Project are and shall be the property of Owner whether or not the work for which they are made is performed. 12.9.2 (6.2) Upon termination under Article 8 of this Agreement and upon Owner's payment of the amount required to be paid under that Article, the original drawings, specifications and other documents, computer tapes or disks or reproducibles thereof prepared for the Project shall be transferred to Owner upon request without additional compensation. Owner shall have the right to utilize any completed or uncompleted drawings, specifications or other documents prepared by Architect for this Project. In the event such drawings are utilized by the Owner after termination of the Agreement, Owner agrees to hold harmless, indemnify and defend Architect against all claims, demands, actions, causes of action, losses, damages, liabilities, costs and expenses, including but not limited to reasonable attorney's fees or obligations which arise out of the use of those drawings except for work which was not revised or which was done under the Architect's services including construction observation services. 12.10 (7.4) No claim, dispute or other matter in question between the parties to this Agreement shall be submitted to arbitration unless agreed upon by both parties. Any lawsuits between the parties shall be filed in Marin County Superior Court. 12.11 (8.4) Failure of the architect to make prompt payment to any of its consultants, employees or creditors who may have stop notice rights against the project may be treated by the owner as substantial nonperformance and cause for termination. 12.12 (10.2.1.1) Expenses for travel, telephone, fax and other communications between Architect's office and Tiburon in connection with Basic Services shall not be reimbursable. 12.13 Architect is an independent contractor and shall not be deemed to be an agent, servant or employee of Owner for any purpose. 2 12.14 Architect shall hold harmless, indemnify and defend Owner, its officers, employees, agents, boards and commissions, .whether elected or appointed, from and against all claims, demands, actions, causes of action, losses, damages, liabilities, costs and expenses, including but not limited to reasonable attorney's fees or obligations, for or in connection with personal or bodily injury or damage to property, (both real and personal) which arises out of or is in any way connected with the willful misconduct, negligent act, error or omission of Architect, or its agents, contractors, subcontractors or employees in connection with the performance of this Agreement. 12.15 Architect shall not commence work under this Agreement until obtaining all insurance required under this paragraph and having that insurance approved by the Town Attorney as to form and amount, nor shall Architect allow any contractor or subcontractor to commence work until all similar insurance required of the contractor or subcontractor has been obtained and approved. All requirements shall appear either in the body of the insurance policy or in endorsements and shall specifically bind the insurance carrier. Architect shall take out and maintain during the life of this Agreement the following policies of insurance: (a) Worker's Compensation and Employers' Liability Insurance in the statutory coverage. In signing this Agreement, Architect makes the following certification: "I am aware of the provisions of Section 3700 of the California Labor Code which require every employer to be insured against liability for Workers' Compensation or to undertake self-insurance in accordance with the provisions of the Code, and I will comply with such provisions before commencing the performance of the work of this Agreement." (b) Commercial General Liability Insurance: In an amount not less than FIVE HUNDRED THOUSAND DOLLARS ($500,000.00) for injuries including, but not limited to, death to any one person and subject t the same limit for each person, in an amount not less than ONE MILLION DOLLARS ($1,000,000.00) combined single limit per occurrence for bodily injury, personal injury and property damage. 3 (c) Automobile Liability (Code 1) Insurance: In an amount not less than FIVE HUNDRED THOUSAND DOLLARS ($500,000.00) combined single limit per accident for bodily injury and property damage. (d) Errors and Omissions Insurance: Throughout the term of this Agreement, Architect shall maintain in full force and effect, professional liability insurance with a minimum limit of three hundred thousand dollars ($300,000) combined single limit to cover damages that may be the result of errors, omissions, or negligent acts of the architect. This insurance shall be kept in force for not less than one (1) year after completion of the services described in this Agreement. (e) The Town of Tiburon, its officers, employees, agents, boards or commissions, whether elected or appointed, shall be added as additional insureds on the insurance coverages required by subsections (b), (c), and (d) above with regard to work performed on the Project. These policies of insurance shall also contain a provision indicating that such insurance shall not be reduced or canceled except upon thirty (3) days written notice to Owner. In addition, the following endorsement shall be made on the policy of insurance: "Notwithstanding any other provision in this policy, the insurance afforded hereunder to the Town of Tiburon shall be primary as to any other insurance or reinsurance covering or available to the Town of Tiburon, and such other insurance or reinsurance shall not be required to contribute to any liability or loss until and unless the approximate limit of liability afforded hereunder is exhausted." (f) Architect shall submit evidence of the insurance coverages required by this section to the Town Attorney for approval as to form and amount. These policies of insurance shall also contain a provision indicating that such insurance shall not be reduced or canceled except upon thirty (30) days written notice to Owner. 12.16 (2.1.1) Normal consulting services of the following consultants are included as Basic Services in addition to those listed in Paragraph 2.1.1 of this Agreement: Civil Engineer; landscape architect; interior design for 4 interior colors and materials, excluding furnishings; acoustic consultant for acoustic treatment; police facilities consultant if necessary; documenting conduit as directed by Owner's communications and special security consultants. The Owner will at its option directly employ consultants for cost estimating, communications, sound systems and special security (camera, card access, etc.) The Owner at its option may directly employ an interior design consultant for interior furnishings design services, or may retain the Architect for such services at the sum set forth in Paragraph 12.26 (11.2.1). The Owner may at its option directly employ a consultant for off-site civil engineering including paving and curbs on Ned's Way and Tiburon Boulevard. Architect's basic services shall include sidewalks and landscaping thereon, however. The Architect's Basic Services do not include completion of the Circulation Study beyond work already done, nor does it include further work on the program other than word processing revisions to the program book as instructed by the Owner. 12.17 (5.2.5) At the beginning of Paragraph 5.2.5 insert: "A fixed limit of construction cost shall be a condition of this Agreement. The fixed limit shall be as established at the Construction Document phase, as set forth in paragraph 2.4.3 and 12.2. The modifications required by this section shall be done at no charge if the lowest responsible bid submitted exceeds the fixed limit by more than five percent (5%)." 12.18 (2.2.1) The Basic Services and Basic Fee shall include the programming services and fees which have been authorized by the Town and provided prior to the execution of this Agreement, as well as any subsequent revisions or corrections which are required or instructed by the Town. 12.19 (10.1.1) Fees which are to be compensated on an hourly basis, if any, shall be computed on the basis of flat hourly rates, which shall include all Direct Personnel Expenses, whether or, not specified in Paragraph 10.1.1, as shown in the Hourly Rate Schedule in Exhibit 3 attached to this Agreement. This Schedule shall cover specific key personnel of the Architect and its Consultants who will be working on the project, as well as the range of flat rates for categories of other personnel who cannot be identified at the time of execution of the Agreement. The rates in the Hourly Rate Schedule shall not be adjusted more frequently than annually. 12.21 (2.2.3) The Basic Services and Basic Fees shall also include the circulation, site and master plan studies which have been authorized and provided prior to the execution of this Agreement. 5 12.22 (2.2.5) The Architect shall cooperate with the Owner's cost consultant in order to provide a preliminary cost estimate based on the Schematic Design. 12.23 (2.3.1) The Basic Services shall include design revisions as necessary to obtain the Town's approval, except that revisions resulting from changes to the previously approved Program or instructions shall be compensated as Additional Services as provided under paragraph 3.3.1.1. 12.24 (2.6.10) The Owner's Project Manager or agent will provide certifications for payment. 12.25 (4.7) Laboratory tests and inspections, as agreed upon by Owner and Architect, shall be included in the construction specifications. 12.26 (11.2.1) The Basic Compensation (Basic Fee) for the Basic Services and scope described in this Agreement shall be a stipulated sum of $285,000, exclusive of the amount of $24,333 invoiced prior to December 1, 1992. At the Owner's option, an additional agreed upon amount not to exceed $30,000 may be authorized for Interior Furnishings Design. List of Attached Exhibits 1. Architectural Program 2. Projected Project Schedule 6 EXHIBIT 1 ARCHITECTURAL PROGRAM Tiburon New Town Center REVISED AREA SUMMARY See Notes on last page ID# (a) Net sq.ft. Rev. 12/18/92 Comments A. ADMINISTRATION 1 2.1 Town Manager 175 * (Separate conf. rm.) 2 2.2 Conference Room #1 120 * (For 6-8; shared by T.Mgr, T.Atty, T.Council, etc.) 3 3.1 Town Cerk 160 * 4 4.1 Finance Director 150 5 5.1 Accounting Technician 120 6 5.3 Computer Equip. (Server) 40 7 6.1 Town Attorney 160 8 8.1 Legal Secretary 110 9 10.1 Shared Office 100 10 11.1 Vault 80 11 12.1 Storage/Workroom/Copier 120 12 12.2 Files (d) 126 ' (Min. 188 LF on-site files) 1,461 B. BUILDING & PLANNING 1 29.1 Planning Director 170 2 30.1 Planning Secy. 100 3 31.1 Senior Planner 140 4 32.1 Building Inspectors (2) 160 5 33.1 Assoc. Planner 120 6 34.1 Asst. Planner 120 8 35.1 Building Secy. 100 7 36.1 Planning Technician 80 9 38.1 Conf. Rm. #2/ Shared Office 160 * (For 8) 10 39.1 Central Work/ Copy/ Storage 200 * 11 40.1 Reception / Waiting/ Counter 200 12 41.1 Files/ Storage 430 * (Planning: 125 LF files, 40 sf maps) 13 (Bldg/BAR: 355 LF files) 1,980 M. MEETING ROOMS 1 16.1 Council Chambers 1,200 (60 to 80, plus 15 officials) 2 17.1 Conf./ Meeting Room #3 235 * (For 14) 3 21.1 Community Room 1,000 * 4 22.2 Mtg. Rm. Kitchen 165 * 5 23.1 Mtg. Rm. Storage 200 * 6 Toilets - (See Shared Spaces) 2,800 -1- EXHIBIT 1 ARCHITECTURAL PROGRAM Tiburon New Town Center REVISED AREA SUMMARY Rev. 12/18/92 See Notes on last page.. ID# (a) Net sq.ft. Comments S. SHARED SPACES 1 Lobby, Waiting 2 9.1 Receptionist 3 19.1, Restrooms 4 20.1 Restrooms, Small Unisex 5 Staff Lockers 6 Showers 7 26.1 Staff Lounge/Kitchen 8 25.1 Supplies, Storage 9 Bldg. Maint.,& Equip. 10 24.1 Copy/Mail/Work 11 Conf. Room 12 Files 400 * 80 (May be handled by Bldg/Planng secy) 310 90 " 0 0 " 234 " - (See Departments) 200 - (See Departments) - (See other categories) - (See Files in Departments) 1,314 P. POLICE 1 63.1 Chief 170 * 2 64.1 Captain 150 * 3 65.1 Conf. Rm. 120 4 66.1 Administrative/ Secy 150 * 5 67.1 Sergeants' Office 312 * 6 68.1 Report/Resource Room - (To Briefing) 7 69.1 Detectives' Office 220 8 70.1 Juvenile/Community Serv. - (To Detective's Office) 9 71.1 Interview Room A 80 10 72.1 Interview Room B 120 11 73.1 Storage Room/ Spare Office 180 12 74.1 ID/ Fingerprint 125 13 75.1 Breatholizer'Area 0 (To ID/ Fingerprint) 14 76.1 Holding Cells (2) 80 15 77.1 Evidence Analysis Lab 50 16 78.1 EOC/ Training/ Conf. 720 17 79.1 Dispatch 225 (150 sf if consolidation occurs) 18 80.1 Records Archival Storage 120 19 81.1 Reception/ Waiting 155 20 82.1 911 Equipment Room 120 21 83.1 Briefing/ Report/ Resource 225 22 84.1 Work & Copy Room 120 23 85.1 Female Restroom/ Showers/ Lckrs 285 24 86.1 Male Restroom/ Shower/ Lockers 380 25 87.1 Staff Lounge/ Kitchen/ Emrg.Water 200 27 89.1 Evidence/ Property Storage 600 28 90.1 Gun Armory 50 29 Uniforms 55 -2- EXHIBIT 1 ARCHITECTURAL PROGRAM Tiburon New Town Center REVISED AREA SUMMARY Rev. 12/18/92 See Notes on last page. IN (a) Net sq.ft. Comments 30 91.1 Supply Room (Reports/ Clerical) 200 31 92.1 Public Restroom 45 J. JOINT RECREATION 5,257 1 48.1 Director 140 2 49.1, 50.1 Supervisors (2 -Shared) 180 3 52.1 Admin. Asst. 100 4 54.1 Reception/Counter 100 5 53.1 Office Clerk 80 6 55.1, 51.1 Work Area & Off.Supplies 120 7 60.1 Recreation Equipment Storage 200 920 SUMMARY: A. ADMINISTRATION 1,461 B. PLANNING & BUILDING 1,980 M. MEETING AREAS 2,800 S. SHARED SPACES 1,314 P. POLICE 5,257 (b) SUBTOTAL: 12,812 sf Net + 25% = 16,015 sf Gross (b) J. JOINT RECREATION 920 sf Net + 25% = 1,150 sf Gross (b) TOTAL: 13,732 sf Net + 25% = 17,165 sf Gross (b) AREA CONTINGENCY 835 sf Gross (+/-5%) MAXIMUM GROSS AREA 18,000 sf Gross NOTES: Areas different from Town Mgr's memo of 2/21/92 and Police Dept's of 2/24/92. (a) Ref. pages in Roland/Miller's 10/29/91 Program. (b) The "Gross/Net Factor' provides for walls, corridors and through-circulation, stairs, elevators, etc., and may range from 20% to 35% of Net Area depending on floor layouts. (c) Individual spaces may vary from those shown by up to plus or minus 10%. (d) Archive files (off-site stored or mirofilmed) are not included. . (e) Program details are as generally described in Roland/Miller's 10/29/91 Architectural Program, as revised by H. Edelstein memoranda to date. 12 18 9218.4405 sya\1\arsk_re3 -3- A ' d ~W. 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