1980-065-Authorizing Architectural Services AgreementRESOLUTION NO. 1980 -65
RESOLUTION AUTHORIZING ARCHITECTURAL SERVICES
AGREEMENT
RESOLVED, by the Town Council of the Town of Los Gatos, County
of Santa Clara, State of California, that the TOWN OF LOS GATOS
enter into that agreement entitled, "AGREEMENT BETWEEN CLIENT AND
ARCHITECT FOR THE DOWNTOWN NEIGHBORHOOD CENTER - SECOND FLOOR,
PHASE II ", with HEDLEY AND STARK, ASSOCIATED ARCHITECTS, INC., a
copy of which is attached hereto, and that the Mayor is authorized,
and he is hereby directed, to execute said agreement in the name and
in behalf of the TOWN OF LOS GATOS.
PASSED AND ADOPTED at a regular meeting of the Town Council of
the Town of Los Gatos held on the 2nd day of June
1980) by the following vote:
AYES: COUNCIL MEMBERS Ruth Cannon hlarLyn J. Rasmussen Peter W
Siemens, Brent N. Ventura and Mayor Thomas J Ferrite
NOES: COUNCIL MEMBERS None
ABSTAIN: COUNCIL MEMBERS None
ABSENT: COUNCIL MEMBERS None
SIGNED:
ATTEST:
CLeEWO TH E TOWN OF LO GATOS
AGREEMENT BETWEEN CLIENT AND ARCHITECT
FOR THE DOWNTOWN NEIGHBORHOOD CENTER -
SECOND FLOOR, PHASE II
THIS AGREEMENT is made between the TOWN OF LOS GATOS (CLIENT) and
HEDLEY AND STARK, ASSOCIATED ARCHITECTS, INC., (ARCHITECT)
The CLIENT intends to complete additional portions of the existing Down-
town Neighborhood Center Building of approximately 2,400 square feet located
on East Main Street in the Town of Los Gatos, California. The construction,
renovation and addition are called the project.
The CLIENT and ARCHITECT agree:
I. PROJECT BUDGET AND CONDITION PRECEDENT
A. The estimated cost of project construction is $160,000.00
exclusive of architectural services.
B. The size of the project and type and quality of construction
depend on the funds available for the project. The ARCHITECT
will exercise his best judgment in determining the balance
between the size of the project, the type of construction,
and the quality of construction to achieve a satisfactory
solution within budget limitations.
II. BASIC SERVICES OF THE ARCHITECT
A. Construction Document Phase
1. The ARCHITECT shall prepare working drawings and specifi-
cations prescribing in detail the work to be done, the
materials, workmanship, finishes, and equipment required for
the architectural, structural, mechanical, and electrical
equipment. The ARCHITECT shall also prepare necessary infor-
mation for bidders and contract conditions, and shall assist
the CLIENT'S legal advisor in the drafting of proposal and
contract forms.
2. The ARCHITECT shall notify the CLIENT whether there should
be any change in previous estimates of the project construe-
tion cost due to market fluctuations or changes in scope or
requirements.
B. Construction Phase
1. The ARCHITECT shall reproduce a sufficient number of the
contract documents so that the Town and the bidders may all
have copies. Reproduction will be paid for as provided in
Section XIV, Parts A and B.
2. The ARCHITECT shall provide technical direction to a full -
time project inspector only when requested by the Town.
Payment for this service to be covered under Section IV,
Extra Services. The project inspector shall be employed
by the CLIENT and responsible to the CLIENT.
III. EMPLOYEES AND CONSULTANTS
As part of the service required by this agreement, and at no cost
to the CLIENT other than provided in Article VIII, the ARCHITECT
shall employ at his expense technical and professional persons
(i.e., structural, mechanical and electrical engineers). At least
three working days before employing any of these persons, the
ARCHITECT will inform the CLIENT of the identity of each. The
CLIENT shall have an additional two business days in which to
notify the ARCHITECT that it accepts or rejects the employment of
such person. The CLIENT'S approval shall not unreasonably be
withheld.
-2-
IV. EXTRA SERVICES OF THE ARCHITECT
The following services, when performed at the written request of
the CLIENT, are "extras" and shall be paid for by the CLIENT as
provided in Article VIII:
1. Changes to drawings previously approved by the CLIENT and
and all preparation of change orders, except for changes or
change orders made for the purpose of reducing the cost of
the project to within ten per cent of the final estimate
described in Articles II A 2, and VII, and except for changes
or change orders to correct defects in the plans or specifi-
cations which the ARCHITECT ought to have corrected before
presenting them to the CLIENT.
2. Additional work in the preparation of any plans, specifica-
tions, or similar papers necessary because of the CLIENT'S
decision to let the contract for the construction work to
more than one prime contractor.
3. The selection by the ARCHITECT at the CLIENT'S request of
movable furniture, equipment or articles not included in the
construction contract.
4. if directed by the CLIENT, the employment of special consultants,
and the preparation of special delineations or models.
S. If directed by the CLIENT, the cost of overtime work by the
ARCHITECT'S employees at the regular rate provided by this
agreement plus the direct overtime increment paid by the
ARCHITECT to such employees.
V. THE CLIENT'S RESPONSIBILITIES
A. The CLIENT shall provide the ARCHITECT with detailed information
about the size and functions of the building and the addition,
-3-
and reasonably accurate budget limitations and schedules.
B. The CLIENT shall furnish the inspection service.
C. The CLIENT shall furnish all legal advice and service for the
project except as provided in Article II, A 1.
D. The CLIENT shall designate in writing a representative who
shall have all authority to notify the ARCHITECT of the CLIENT'S
decisions and to make requests of ARCHITECT. The CLIENT shall
review documents presented by the ARCHITECT and shall promptly
render decisions concerning them.
VI. PROJECT CONSTRUCTION COST
A. The project construction cost as used in this agreement means the
total cost to the CLIENT of all work designed by the ARCHITECT
including work to comply with change orders but not including
the cost of complying with the Town's inspection obligation, nor
the cost of complying with the provisions of Article III.
B. Current market cost shall be used to calculate project construction
cost.
VII. ESTIMATES OF PROJECT CONSTRUCTION COST
A. Estimates referred to in Article II shall be prepared on a square
foot basis, or more detailed computation if deemed necessary by
the ARCHITECT, considering prevailing construction costs and
including all construction work. It is understood that the project
construction cost is affected by the labor and material market cost
and other conditions beyond the control of the ARCHITECT or CLIENT.
B. The project budget is set forth in Article I. The ARCHITECT shall
make reasonable efforts to design the work so that it can be
completed within the budget
M
If the ARCHITECT cannot, with the
exercise of reasonable skill and diligence, design the project
within the budget, the CLIENT shall modify the project, increase
the budget or abandon the project.
C. If the CLIENT obtains bids within sixty days of the ARCHITECT'S
notification of his final estimate (Article II, A 2) and the
lowest lawful bid is more than ten per cent higher than the
estimate, the ARCHITECT shall, on request by the CLIENT, at no
additional cost to the CLIENT, revise the plans and specifications
sufficiently tothe CLIENT to request further bidding
and to obtain one or more lawful bids within ten per cent of the
original estimate.
VIII. ARCHITECT'S COMPENSATION
A. The ARCHITECT'S fee for other than extra services is:
For Article II, A, a fixed sum (subject to the provisions of
this agreement concerning extras and termination) of $10,000.00.
(The ARCHITECT °S services will terminate after completion of the
Article 11, A, work unless the CLIENT decides to proceed with
Extra Services. Before the decision to proceed is effective it
must be expressed in writing addressed to the ARCHITECT.
B. The CLIENT further agrees to pay the ARCHITECT compensation for
extras qualified for compensation under the provisions of Article
IV. Payment, regardless of whether the extra is performed under
the provisions of Article 1I A or B is at the rates specified
in the attached Exhibit "A ". For work or services requested in
advance by the CLIENT, in writing, and not set forth in Exhibit
"A ", the CLIENT shall pay the ARCHITECT his cost. Payments for
extras are in addition to amounts payable under Article VIII, A,
and may exceed the $10,000.00 limit.
-5-
IX. PAYMENTS TO THE ARCHITECT
A. Payments of the compensation provided in Article VIII shall
be paid on a monthly basis in amounts proportional to work
completed.
B. If the CLIENT does not let the project for bid within sixty
days after the construction document phase is completed and all
necessary public agency approvals have been obtained, the CLIENT
shall promptly pay the ARCHITECT one hundred per cent of the
Total Fee.
X. TERMINATION OF AGREEMENT
A. This agreement may be terminated at any time by either party on
written notice to the other if there is a substantial failure of
performance by the other, or may be terminated by the CLIENT if
the CLIENT should decide to abandon or indefinitely postpone the
project.
B. In the event of termination because of abandonment or indefinite
postponement by the CLIENT, the CLIENT shall pay to the ARCHITECT
as full payment for all of his services and expenses an amount
which bears the same ratio to the Total Fee as the services
actually rendered by the ARCHITECT bear to the total services
necessary for the full performance of this agreement, plus any sums
due the ARCHITECT for extras and any allowable expense reimbursement.
In ascertaining the extent of the services rendered to the date of
termination, consideration shall be given to both completed work
and work in process including complete and incomplete drawings and
documents, whether delivered to the CLIENT or in the possession of
the ARCHITECT.
-6-
C. If, after payment of the amount required to be paid under Part B,
the CLIENT should determine to complete the original project or
substantially the same project, the CLIENT for such purpose shall
have the right to use any completed or uncompleted drawings,
specifications, estimates and other documents prepared under this
agreement by the ARCHITECT, who shall make them available to the
CLIENT on request without additional pay.
XI. TIME SCHEDULE
The time schedule for completion of performance through the contract
document phase, barring delays caused by the Town or conditions beyond
the control of the ARCHITECT, is six weeks from the notice to proceed.
XII. ACCOUNTING RECORDS OF THE ARCHITECT
Records of the ARCHITECT'S direct employee and reimbursable expense
pertaining to progress payments and to extras shall be prepared and
kept by the ARCHITECT on a generally recognized accounting basis and
shall be available to the CLIENT or his authorized representative at
mutually convenient times. The ARCHITECT shall keep such records for
at least two years after completion of the project and for so long as
any litigation may be pending concerning the project.
XIII. INSURANCE TO BE CARRIED BY ARCHITECT
The ARCHITECT shall carry workers' compensation and errors and omissions
insurance and shall furnish the CLIENT with certificates of insurance
with notice of cancellation provisions.
XIV. PRODUCTION OF DOCUMENTS
A. The ARCHITECT shall provide, at no extra expense to the CLIENT,
one set of construction documents.
-7-
B, The expense of reproducing copies of the construction documents
shall be borne by CLIENT.
XV. OWNERSHIP OF DOCUMENTS
The plans, specifications and estimates are the property of the CLIENT.
When performance under this agreement has been concluded, the CLIENT
shall direct the ARCHITECT concerning the disposition of the plans,
specifications, and estimates, which may include storage by the
ARCHITECT under such terms and conditions as the parties may agree.
XVI. SUCCESSORS AND ASSIGNS
This agreement is binding on the CLIENT and its successors and on
the ARCHITECT, his partners and successors. No rights under this
agreement, nor any part thereof, nor any money due or to become due
may be assigned by the ARCHITECT without the content and approval
of the CLIENT.
XVII. NOTICES
All notices are deemed to have been given when made in writing and
delivered or seventy -two hours after being mailed to the respective
representatives of CLIENT and ARCHITECT at the following addresses:
CLIENT: THE TOWN OF LOS GATOS
110 E. Main Street
P. 0. Box 949
Los Gatos, California 95030
ARCHITECT: HEDLEY AND STARK, ASSOCIATED ARCHITECTS, INC.
346 E. Campbell Avenue
Campbell, California 95008
M
IN WITNESS WHEREOF, the CLIENT and the ARCHITECT have executed
this agreement on the dates indicated.
2
E e /
1
Dated s2fr `i, (at!4 u A
WILLIAM W. HEDLEY, JR.
ARCHITECT
TOWN OF LOS
Dated �, - �€ BY
M
["Menial
1
0
3
PER DIEM CHARGE RATES
Time by Classification of Personnel Shall Not Exceed:
Principal Architect
Associate
Senior Draftsman and Designer
Draftsman and Junior Designer
Junior Draftsman
Clerical
Consultants:
$50.00
per
hour
45.00
per
hour
36.00
per
hour
35.00
per
hour
24.00
per
hour
20.00
per
hour
Architect's consultant's time shall be paid at Architect's cost
which shall be at rates not to exceed the above, when applied to
comparable classifications of consultant's personnel. Detailed
statements of consultant's invoices shall be submitted as part of
Architect's statement for services.
Material and Transportation:
Except as otherwise provided, Architect shall be compensated for
reproduction of brochures, specifications, blueprints, display models,
or other materials that may be ordered at the actual cost to him of such
materials plus twenty -five per cent. Transportation shall be paid at
$0.185 per mile.
-10-