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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-