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2011051612 - Project 09-06 Los Gatos Public Library Amend Agreement Swingerton and Noll and Tampow � o 1ps AC AC S DATE: Ili FROM: MAY 3, 2011 MEETING DATE: 05/16/11 ITEM NO. i .-)� COUNCIL /AGENCY AGENDA REPORT MAYOR AND TOWN COUNCIL/ CHAIR AND MEMBERS OF THE REDEVELOPMENT AGENCY GREG LARSON, TOWN MANAGER/EXECUTIVE DIRECTOR ,v f/ SUBJECT: PPW JOB NO. 09 -06 — LOS GATOS PUBLIC LIBRARY PROJECT 411 -831 - 4402 A. AUTHORIZE THE TOWN MANAGER/EXECUTIVE DIRECTOR TO EXECUTE AN AMENDMENT TO THE AGREEMENT FOR CONSULTANT SERVICES WITH SWINERTON MANAGEMENT AND CONSULTING INC. TO PROVIDE ADDITIONAL CONSTRUCTION MANAGEMENT SERVICES FOR THE CONSTRUCTION OF THE NEW LOS GATOS PUBLIC LIBRARY IN AN AMOUNT NOT TO EXCEED $65,535.80 B. AUTHORIZE THE TOWN MANAGER/EXECUTIVE DIRECTOR TO EXECUTE AN AMENDMENT TO THE AGREEMENT FOR CONSULTANT SERVICES WITH NOLL AND TAM ARCHITECTS INC. TO PROVIDE ADDITIONAL CONSTRUCTION SUPPORT SERVICES FOR THE CONSTRUCTION OF THE NEW LOS GATOS PUBLIC LIBRARY IN AN AMOUNT NOT TO EXCEED $99,885: C. AUTHORIZE THE TOWN MANAGER/EXECUTIVE DIRECTOR TO EXECUTE FUTURE CONTRACT AMENDMENTS FOR PPW JOB NO. 09 -06 - LOS GATOS PUBLIC LIBRARY PROJECT WITH NOLL & TAM ARCHITECTS INC. IN AN AMOUNT NOT TO EXCEED $10,000. RECOMMENDATION 1. Authorize the Town Manager /Executive Director to execute an Amendment (Exhibit A) to the Agreement for Consultant Services with Swinerton Management and Consulting Inc. (Attachment 1) to provide additional construction management services for the construction of the new Los Gatos Public Library in an amount not to exceed $65,535.80. PREPARED BY : TODD CAPURSO PAMELA JACOBS Director of Parks and Public Works Assistant Town Manager Reviewed by: _ Assistant Town Manager/Deputy Director Town Attorney /General Counsel/ Clerk Administrator /Secretary / Finance _Community Development N:\PPW\MANAGEMENT \COUNCIL \COUNCIL REPORTS\2011 Reports\May 16\09 -06 Library Professional Services .Arnend.doex PAGE 2 MAY 3, 2011 MAYOR AND TOWN COUNCIL/ CHAIR AND MEMBERS OF THE REDEVELOPMENT AGENCY SUBJECT: PPW JOB NO. 09 -06 — LOS GATOS PUBLIC LIBRARY PROJECT 411 -831 - 4402 RECOMMENDATION (cont'd.) 2. Authorize the Town Manager /Executive Director to execute an Amendment (Exhibit A) to the Agreement for Consultant Services with Noll and Tam Architects Inc. (Attachment 2) to provide additional construction support services for the construction of the new Los Gatos Public Library in an amount not to exceed $99,885. 3. Authorize the Town Manager /Executive Director to execute future contract amendments for PPW Job No. 09 -06 Los Gatos Library Project with Noll & Tam Architects Inc. in an amount not to exceed $10,000. BACKGROUND: Utilizing assessments and observations acquired through the Civic Center Master Planning process and with input from the community, a design process was implemented for a new Los Gatos Library. In 2008, a request for proposals was advertised and architectural firms were invited to present proposals and be interviewed. Noll and Tam Architects was selected as the most qualified firm to design the proposed new Los Gatos Library, due to their successful completion of several other Library projects. The project was designed and bid documents were prepared by Noll and Tam Architects Inc. in spring 2009. It was later determined that the project would benefit from an independent construction management firm and the selection process for that function was initiated. After interviewing and evaluating proposals from several firms, Swinerton Management was awarded the contract to manage the construction process in the summer 2009. The overall project management was to be provided by Town staff. Noll and Tam Architects was retained to provide additional construction support and their contract was amended to reflect these additional responsibilities. DISCUSSION: Since the construction phase of the Library was initiated, there have been several events that have led to extensions to the construction schedule. The first of these was a delay by PG &E to perform some utility relocation work that was required for Library construction to start. In addition to this delay, there was an overall extension to the construction schedule of one month. Both of these delays necessitate amending the agreements with both Swinerton Management and Noll and Tam Architects in order to provide adequate construction management and support services to this project and ensure its successful completion. Each of the recommended amendments is described below in further detail. PAGE 3 MAY 3, 2011 MAYOR AND TOWN COUNCIL/ CHAIR AND MEMBERS OF THE REDEVELOPMENT AGENCY SUBJECT: PPW JOB NO. 09 -06 — LOS GATOS PUBLIC LIBRARY PROJECT 411 -831 - 4402 DISCUSSION (cont'd.): Agreement with Swinerton Management & Consulting Inc. On June 15, 2009, the Town Council/Redevelopment Agency approved a Consultant Agreement (Attachment 1) with Swinerton Management and Consulting Inc., to perform Construction Management Services for the new Los Gatos Library Project. The initial contract amount was in the amount of $347,598. There are three budgetary components to the Swinerton amendment: 1. Swinerton's sub - consultant, Consolidated Engineering Laborotories (CEL), a special inspections firm, made a proposal to Swinerton Management based on RFQ documents provided by the Town on April 20, 2009; along with schematic design documents consisting of building plans, sections, elevations, site plan and a narrative summary for conceptual cost estimate dated January 2009. CEL provided their proposal based on review of the conceptual structural narrative and drawings. The bid documents produced by Noll and Tam Architects on March 15, 2010, offered much more complex structural steel systems requiring continued field and shop welding inspections. The additional required work to provide all of the required special inspections amounts to $47,647.80. 2. Additional services performed by Swinerton during the three weeks of PG &E delay to the start of the project (32 hours). In order for the General Contractor to continue project start-up despite PG &E's delay in completing the utility relocation work, the entire project team worked during that time. This delay resulted in an additional cost of $3,840. 3. Additional services to be performed by Swinerton for one additional month during the construction phase. Swinerton's original proposal to the Town was based on the RFQ documents provided by the Town that stipulated a 15 month construction duration. The bid documents issued by the Town on March 15, 2010, however, stipulated a 16 month construction duration from July 6, 2010 to November 4, 2011. The additional month of work will incur a cost of $14,048. Additional services to accomplish the required off -site and local special inspections, construction management services to coodinate site work and project scheduling during the project delay, and addional project management for the added month at the end of the project amount to $65,535.80 (Exhibit B). Agreement with Noll and Tam Architects Inc. The Town entered into an Agreement (Attachment 2) with Noll and Tam Architects Inc. in February 2009 with additional amendments in March 2010 and August 2010 to provide architectural design services and construction support services for the New Los Gatos Public Library. PAGE MAY 3, 2011 MAYOR AND TOWN COUNCIL/ CHAIR AND MEMBERS OF THE REDEVELOPMENT AGENCY SUBJECT: PPW JOB NO. 09 -06 — LOS GATOS PUBLIC LIBRARY PROJECT 411 -831 - 4402 DISCUSSION (cont'd.): The project had several unforeseen construction issues including: 1. Processing substitution requests after the 30 day deadline. 2. Changing the patio design due to subgrade conditions affecting the foundation. 3. Additional AV system design, documentation and programming. 4. Coordination of public art into the building. It was necessary to accomplish this work as the issues arose. To keep the project on schedule, it became necessary for Noll and Tam to accomplish this work, which is outside the original scope of the construction support component of their agreement. These items amount to $41,818 additionally, early work on the project required Noll and Tam's presence on site and to attend coordination meetings beyond what was originally anticipated. This caused them to incur reimbursable expenses in the amount of $10,400. Project delays brought about by PG &E's construction schedule interfacing with the utility relocation project caused additional months to be added to the project which has been negotiated to an addition of $48,027 to see the project through to completion. The total additional costs will be $99,885 (Exhibit B). The basic construction of the Los Gatos Library is anticipated to be completed in late November 2011, followed by building commissioning furnishing, and moving library inventory with official grand opening by February, 2012. In order to keep the project moving forward without delays and to prepare for any unforeseen issues that might come up during the initial opening phases of the Library, it is recommended that the Town Council authorize the Town Manager to execute additional amendments with Noll and Tam Architects if needed in an amount not to exceed $10,000. CONCLUSION To compensate for additional work and maintain the current on -time project schedule, staff recommends that the Town Council/Redevelopment Agency authorize the Town Manager /Executive Director to execute an Amendment to the Agreement for Consultant Services with Swinerton Management and Consulting, to provide additional construction management services for the construction of the new Los Gatos Public Library in an amount not to exceed $65,535.80. It is further recommended that the Town Council/Redevelopment Agency authorize the Town Manager /Executive Director to execute an Amendment to the Agreement for Consultant Services with Noll and Tam Architects to provide additional construction support services for the PAGE MAY 3, 2011 MAYOR AND TOWN COUNCIL/ CHAIR AND MEMBERS OF THE REDEVELOPMENT AGENCY SUBJECT: PPW JOB NO. 09 -06 — LOS GATOS PUBLIC LIBRARY PROJECT 411 -831 - 4402 CONCLUSION (cont'd) construction of the new Los Gatos Public Library in an amount not to exceed $99,885. Staff also recommends that the Town Council/Redevelopment Agency authorize the Town Manager /Executive Director to execute future contract amendments for the New Los Gatos Library Project with Noll & Tam Architects Inc. in an amount not to exceed $10,000. ENVIRONMENTAL ASSESSMENT This is a project as defined under CEQA but is Categorically Exempt (Section 15301c). A Notice of Exemption will not be filed. FISCAL IMPACT There are sufficient funds available for this project as demonstrated in the table below. In addition, staff believes there will be at least $200,000 of existing construction contingency funds also unutilized as the project nears completion, resulting in no net increase in expenses for this project. FY2007/08 EY2008109 FY2009 /10 FY2010 /11 Expended/ Remmnu% Expenditures Expenditures Available ' V llable Encumbered Contract - Budget FY2010 111 Fiscal impact Budget - Budget To Date Amount If Approved Project 411- 821 -2501 $ 28,669 - $ 677,778 -, $ 17,775,417 - $ 16,009,069. $ 12,972,999 _, $ 175,421 $ 2,860,649 TOTALS $16,009,069 $12,972,999 -'. S 175,421 S 2,860,649 Coamrumcations $ 108,300 Consultant Services 333,268 $ 65,536 Contingency - - - 10,000 Design Services 457,926 99,885 Environmental Studies _ 3,563 _ Materials &Advertising 1,578 Miscellaneous 498 Project Construction _ 11,949,031 Staff 118,835 _ TOTALS $12,972,999 ` $ 175,421 PAGE 6 MAY 3, 2011 MAYOR AND TOWN COUNCIL/ CHAIR AND MEMBERS OF THE REDEVELOPMENT AGENCY SUBJECT: PPW JOB NO. 09 -06 — LOS GATOS PUBLIC LIBRARY PROJECT 411 -831 - 4402 Attachments: 1. Swinerton Management and Consulting Inc. Agreement Exhibit A — Swinerton Management and Consulting Amendment to the Agreement for Consultant Services Exhibit B — Swinerton Management and Consulting Request for Additional Services dated February 28, 2011 2. Noll and Tam Architects Inc. Agreement Exhibit A —Noll and Tam Amendment to the Agreement for Consultant Services Exhibit B — Noll and Tam Request for Additional Services dated April 28, 2011 ATTACHMENT CLERK DEPARTMENT AGR C% Hui °1 PROFESSIONAL SERVICES AGREEMENT ORD FOR CONSTRUCTION MANAGEMENT SERVICFP PPW JOB NO. 09-06 — LOS GATOS LIBRARY PROJEM' THIS AGREEMENT is entered into this day of June, 2009, by and between the Town of Los Gatos Redevelopment Agency, State of California, herein called the "Town", and Swinerton Management & Consulting, Inc., engaged in providing Construction Management Services herein called the "Consultant ". RECITALS A. The Town is considering undertaking activities in connection with PPW Job No. 09 -06 Los Gatos Library Project. B. The Town desires to engage a professional consultant to provide construction management and inspection services in conjunction with the Los Gatos Library Project because of Consultant's experience and qualifications to perform the desired work. C. The Consultant represents and affirms that it is qualified and willing to perform the desired work pursuant to this Agreement. AGREEMENTS NOW, THEREFORE, THE PARTIES HERETO AGREE AS FOLLOWS: i. Scone of Services The Consultant shall provide construction and inspection services as outlined in the attached proposal (Exhibit B). ii. Time of Performance. The services of the Consultant are to commence upon the execution of this Agreement and issuance of a Town purchase order, with completion of the project by March 2012. iii. Compliance with Laws The Consultant shall comply with all applicable laws, codes, ordinances, and regulations of governing federal, state and local laws. Consultant represents and warrants to Town that it has all licenses, permits, qualifications_ and approvals of whatsoever nature which are legally required for Consultant to practice its profession. Consultant represents and warrants to Town that Consultant shall, at its sole cost and expense, keep in effect or obtain at all tunes during the term of this Agreement any licenses, permits, and approvals which are legally required for Consultant to practice its profession. Consultant shall maintain a Town of Los Gatos business license pursuant to Chapter 14 of the Code of the Town of Los Gatos. iv. Sole Responsibility Consultant shall be responsible for employing or engaging all persons necessary to perform the services under this Agreement. V. Information/Report Handling All documents furnished to Consultant by the Town and all reports and supportive data prepared by the Consultant under this Agreement are the Town's property and.shall be delivered to the Town upon the completion of Consultant's services or at the Town's written request. All reports, information, data, and exhibits prepared or assembled by Consultant in connection with the performance of its services pursuant to this Agreement are confidential until released by the Town to the public, and the Consultant shall not make any of the these documents or information available to any individual or organization not employed by the Consultant or the Town without the written consent of the Town before such release. The Town acknowledges that the reports to be prepared by the Consultant pursuant to this Agreement are for the purpose of evaluating a defined project, and Town's use of the information contained in the reports prepared by the Consultant in connection with other projects shall be solely at Town's risk, unless Consultant expressly consents to such use in writing. Town firrther agrees that it will not appropriate any methodology or technique of Consultant which is and has been confirmed in writing by Consultant to be a trade secret of Consultant. vi. Compensation Compensation for Consultant's professional services shall not exceed $347,598 and payment shall be based upon Town approval of monthly invoices by consultant. Billing shall be accompanied by a detailed explanation of the work performed by whom at what rate and on what date. Also, plans, specifications, documents or other pertinent materials shall be submitted for Town review, even if only in partial or draft form. ' Payment shall be net thirty (3 0) days. All invoices and statements to the Town shall reference the Town's purchase order number and be addressed as follows: Invoices: Statements Town of Los Gatos Town of Los Gatos Attn: Finance Department Attn: Accounts Payable P.O. Box 655 Box 655 Los Gatos, CA 95031 P.O. Los Gatos, CA 95031 vii. Availability of Records Consultant shall maintain the records supporting this billing for not less than three years following completion of the work under this Agreement. Consultant shall make these records available to authorized personnel of the Town at the Consultant's offices during business hours upon written request of the Town. viii Project Manager The Project Manager for the Consultant for the work under this Agreement shall be Nimone Li- Hardisty. ix. Assignability and Subcontracting The services to be performed under this Agreement are unique and personal to the Consultant. No portion of these services shall be assigned or subcontracted without the written consent of the Town. x. Notices Any notice required to be given shall be deemed to be duly and properly given if mailed postage prepaid, and addressed to: To Town: To Consultant: Todd Capurso John.Baker, Project Executive Director of Parks and Public Works Swinerton Management & Consulting Inc. 41 Miles Avenue 260 Townsend Street Los Gatos, CA 95031 San Francisco, CA 94107 -1790 or personally delivered to Consultant to such address or such other address as Consultant designates in writing to Town. xi. Indenendent Contractor It is understood that the Consultant, in the performance of the work and services agreed to be performed, shall act as and be an independent contractor and not an agent or employee of the Town. As an independent contractor he/she shall not obtain any rights to retirement benefits or other benefits which accrue to Town employee(s). With prior written consent, the Consultant may perform some obligations under this Agreement by subcontracting, but may not delegate ultimate responsibility for performance or assign or transfer interests under this Agreement. Consultant agrees to testify in any litigation brought regarding the subject of the work to be performed under this Agreement. Consultant shall be compensated for its costs and expenses in preparing for, traveling to, and testifying in such matters at its then current hourly rates of compensation, unless such litigation is brought by Consultant or is based on allegations of Consultant's negligent performance or wrongdoing. xii. Conflict of Interest Consultant understands that its professional responsibilities is solely to the Town. The Consultant has and shall not obtain any holding or interest within the Town of Los Gatos. Consultant has no business holdings or agreements with any individual member of the Staff or management of the Town or its representatives nor shall it enter into any such holdings or agreements. In addition, Consultant warrants that it does not presently and shall not acquire any direct or indirect interest adverse to those of the Town in the subject of this Agreement, and it shall immediately disassociate itself from such an interest should it discover it has done so and shall, at the Town's sole discretion, divest itself of such interest. Consultant shall not knowingly and shall take reasonable steps to ensure that it does not employ a person having such an interest in this performance of this Agreement. If after employment of a person, Consultant discovers it has employed a person with a direct or indirect interest that would conflict with its performance of this Agreement, Consutant shall promptly notify Town of this employment relationship, and shall, at the Town's sole discretion, sever any such employment relationship. xiii. Equal Employment Opportunity. Consultant warrants that it is an equal opportunity employer and shall comply with applicable regulations governing equal employment opportunity. Neither Consultant nor its subcontractors do and neither shall discriminate against persons employed or seeking employment with them on the basis of age, sex, color, race, marital status, sexual orientation, ancestry, physical or mental disability, national origin, religion, or medical condition, unless based upon a bona fide occupational qualification pursuant to the California Fair Employment & Housing Act. xiv. Insurance A. Minimum Scope of Insurance: i. Consultant agrees to have and maintain, for the duration of the contract, General Liability insurance policies insuring him/her and his/her firm to an amount not less than: one million dollars ($1,000,000) combined single limit per occurrence for bodily injury, personal injury and property damage. ii. Consultant agrees to have and maintain for the duration of the contract, an Automobile Liability insurance policy ensuring him/her and his/her staff to an amount not less than one million dollars ($1,000,000) combined single limit per accident for bodily injury and property damage. ii. Consultant shall provide to the Town all certificates. of insurance, with original endorsements effecting coverage. Consultant agrees that all certificates and endorsements are to be received and approved by the Town before work commences. iv. Consultant agrees to have and maintain, for the duration of the contract, professional liability insurance in amounts not less than $1,000,000 which is sufficient to insure Consultant for professional errors or omissions in the performance of the particular scope of work under this agreement. B. General Liability: is The Town, its officers, officials, employees and volunteers are to be covered as insured as respects: liability arising out of activities performed by or on behalf of the Consultant; products and completed operations of Consultant, premises owned or used by the Consultant. This requirement does not apply to the professional liability insurance required for professional errors and omissions. ii. The Consultant's insurance coverage shall be primary insurance as respects the Town, its officers, officials, employees and volunteers. Any insurance or self - insurances maintained by the Town, its officers, officials, employees or volunteers shall be excess of the Consultant's insurance and shall not contribute with it. Any failure to comply with reporting provisions of the policies shall not affect coverage provided to the Town, its officers, officials, employees or volunteers. iv. The Consultant's insurance shall apply separately to each insured against whom a claim is made or suit is brought, except with respect to the limits of the insurer's liability. C. All Coverages: Each insurance policy required in this item shall be endorsed to state that coverage shall not be suspended, voided, cancelled, reduced in coverage or in limits except after thirty (30) days prior written notice by certified mail, return receipt requested, has been given to the Town. Current certification of such insurance shall be kept on file at all times during the term of this agreement with the Clerk Administrator/Secretary of the Redevelopment Agency. D. In addition to these policies, Consultant shall have and maintain Workers' Compensation insurance as required by California law and shall provide evidence of such policy to the Town before beginning services under this Agreement. Further, Consultant shall ensure that all subcontractors employed by Consultant provide the required Workers' Compensation insurance for their respective employees. xv. Indemnification The Consultant shall save, keep and hold harmless indemnify and defend the Town its officers, agent, employees and volunteers from all damages, Iiabilities, penalties, costs, or expenses in law or equity that may at any time arise or be set up because of damages to property or personal injury received by reason of, or in the course of performing work which may be occasioned by a willful or negligent act or omissions of the Consultant, or any of the Consultant's officers, employees, or agents or any subconsultant. xvi. Waiver No failure on the part of either party to exercise any right or remedy hereunder shall operate as a waiver of any other right or remedy that party may have hereunder, nor does waiver of a breach or default under this Agreement constitute a continuing waiver of a subsequent breach of the same or any other provision of this Agreement. xvii. Governing Law This Agreement, regardless of where executed, shall be governed by and construed to the laws of the State of California. Venue for any action regarding this Agreement shall be in the Superior Court of the County of Santa Clara. xviii. Termination of Agreement The Town and the Consultant shall have the right to terminate this agreement with or without cause by giving not less than 15 days written notice of termination. In the event of termination, the Consultant shall deliver to the Town all plans, files, documents and reports performed to date by the Consultant. In the event of such termination, Town shall pay Consultant an amount that bears the same ratio to the maximum contract price as the work delivered to the Town bears to completed services contemplated under this Agreement pursuant to (Exhibit A) hereto, unless such termination is made for cause, in which event, compensation, if any, shall be adjusted in light of the particular facts and circumstances involved in such termination. xvx. Amendment No modification, waiver, mutual termination, or amendment of this Agreement is effective unless made in writing and signed by the Town and the Consultant. xx. Disputes In any dispute over any aspect of this Agreement, the prevailing party shall be entitled to reasonable attorney's fees, including costs of appeal. xxi. Entire Agreement This Agreement (Exhibit A), including (Exhibit B) attached hereto, constitutes the complete and exclusive statement of the Agreement between the Town and Consultant. No terms, conditions, understandings or agreements purporting to modify or vary this Agreement, unless hereafter made in writing and signed by the party to be bound, shall be binding on either party. IN WITNESS WHEREOF, the Town and Consultant have executed this Agreement as of the date indicated on page one (1). Town of Los Gatos, by: Greg Larson, Town Man�ecutive�Eorr Consultant, by: Cheryl Joh son Vice President, Division Manager Recommended by: Todd Capurso Director of Parks and Public Works Approved as to Form: 6 �� L' Op�-?— orb, Town AttomeylGeneral Counsel ATTEST= ackie Rose, Cleric Administrator/Secretary of t-Ife Redevelopment Agency June 1, 2009 Kevin Rohani, P.E. Town Engineer Town of Los Gatos Parks and Public Works Department 41 Miles Avenue Los Gatos, CA 95031 Dear Mr. Rohani, INNOVATION I N T E G R I T Y ExPERIENCE Swinerton Management & Consulting (SMC) is pleased to present the following financial proposal to support the Town of Los Gatos in constructing a new public library. I appreciate your review of our proposal and I offer the following comments. SMC is committed to providing the highest quality services to the Town of Los Gatos in the most efficient way. We have staffed this proposal with the involvement of a solid team that we believe is appropriate for a library project of this size, based on our current library project involving Noll & Tam. We will be responsive to your needs to ensure that the Town of Los Gatos is receiving the right balance of resources. To that end, we have, as you suggested reviewed our budget for the closeout phase and re- allocated some funds in this area. Additionally, the team will utilize Primavera systems to manage the project. Our proposal also includes the special inspection services of Engeo Incorporated, a recognized leader in testing and inspection services throughout Northern California_ I am confident that this firm has the correct scope to accomplish this project. Swinerton Management & Consulting will complete this project to the highest level of quality, while maintaining budget and schedule. You have my commitment that we will be responsive and efficient with our execution. We look forward to providing the Town of Los Gatos with our experience and expertise to assist in completing this important project. Should you have any questions, please do not hesitate to call. I can be reached at 415 984 -1315. Thank you for considering Swinerton Management & Consulting. Sincerely, Cso n, LE Vice President, Division Manager Smnerton Management & Consulting, Inc Telephone Facsimile www.swinerton.eDm 260 Townsend Street 415 964 -1261 415 964 -1292 San Francisco, California 94107 -1790 COST PROPOSAL - SUMMARY Town of Los Gatos New Public Library Construction Project Proposal for Biddability, Constructability & Construction Management Preconstruction, Construction and Closeout Phases A. Project Staffing (Project Management) Phase 1 Phase 2 $47,184 $236,518 Subtotal - $283,702 B. Special Inspection Budget Special Inspection - Engeo Incorporated Reinforcing Steel Placement $3,885 Concrete Placement $9,450 Structural Steel $33,920 High Strength Bolting $2968 Mileage $1,368 Laboratory Testing (Cylinders) $1 Project Administration $10,430 Soils Compaction Testing /Geotechnical By Others TOTAL PROPOSAL COSTS $347,598 The following items would be considered reimbursable to the contract and would be billed at actual cost plus 15 %. Those items include: 1. Reproduction of documents including drawings, specifications, bid documents and contracts 2. Express delivery, photographic and other similar incidental expenses in carrying out the services, not provided and paid for directly by the Client; 3. Any other special expenditure as authorized and approved in advance by Owner Including travel outside of Northern California. This proposal assumes office space will be made available to the SMC team during the course of the project. We believe the best value is for SMC to office in facilities provided by the general contractor. 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I , , - - - !\ tq \ \\ \ } \ \\ \ \ \ \ � { { !\ jx 0 a` c 0 1, N C U o Z 0 a N J o o c c 1 F Z 111111110 001m961mo11 ■11 111■061m111m01 111 ■111■111E11 111N111M111N11 ooimli1m111m11 111 ■111■111m11 111m111m111m11 11101110111M11 111m111m111m11 ©©1■IIIMIIIN11 o©iiiiii°luii 111■111m111m11 11mIi1m111m11 111M111M111M11 1■IM111M ■I■M11 IIIMIIIMIIIMII IIIMIIIMIIIM11 IIIMIIIMII■M11 IIIMIIIMII 11 IIIMIIIMIIIMII IIIMIIIMIIINII IIIMIIIMIIIMII III�III�III�III i i t u E 2 ,A n Exhibit A AMENDMENT TO AGREEMENT FOR CONSULTANT SERVICES This AMENDMENT TO AGREEMENT FOR CONSULTANT SERVICES is entered into this the day of , 2011, by and between the TOWN OF LOS GATOS, State of California, herein called "Town," and SWINERTON MANAGEMENT AND CONSULTING, herein called "Consultant." RECITALS A. Town and Swinerton Management and Consulting entered into an agreement for design consultant services in June, 2009 ( "Agreement "), a copy of which is attached hereto as and incorporated herein by reference. B. Consultant will provide additional design services which were not included in the original contract, in connection with Project 09 -06 — Los Gatos Public Library Project. AMENDMENT 1. The Agreement is hereby amended to provide additional design services for this project in accordance with this Amendment as shown on the letter from Swinerton Associates dated February 28, 2011 (Exhibit A), attached hereto and incorporated herein by this reference at a cost not to exceed $65,535.80. 2. Time of Performance; The service period of the consultant agreement shall be extended to June 30, 2012. 3. All other terms and conditions of the Agreement dated June, 2009 remain in full force and effect. IN WITNESS WHEREOF, the Town and Consultant have executed this Amendment to the Agreement for Consultant Services as of the date indicated on page one. Town of Los Gatos, by: Swinerton Management and Consulting by: Greg Larson, Town Manager Department Approval: Todd Capurso Director of Parks and Public Works Approved as to Form: Judith Propp, Town Attorney EXHIBIT B February 28, 2011 Kevin Rohani Town Engineer / Assistant Director Parks and Public Works Department Town of Los Gatos 41 Miles Ave. Los Gatos, CA 95030 RE: Los Gatos Library Swinerton Management d& Consulting — Request for Additional Services Dear Kevin: As a follow -up to our discussions last fall regarding our scope of services for the Los Gatos Library, Swinerton Management & Consulting (SMC) would like to submit the following request for additional services in the amount of $65,535.80 as detailed below: 1. Additional services to be performed by our subconsultant, Consolidated Engineering Laboratories (CEL) for special inspection and testing, for the amount of $47,647.80. CEL's proposal to the SMC was based on RFQ documents provided by the Town on April 20, 2009, along with 21 pages of schematic design documents consisting of building plans, sections, elevations, site plan and a narrative summary for conceptual cost estimate dated January 2009. CEL provided their proposal based on review of the conceptual structural narrative and drawings. The bid documents produced by Noll and Tam Architects on March 15, 2010 offered much more complex structural steel systems requiring continued field and shop welding inspections, along with a buckling restrained brace system that had to be fabricated out of state (these were only considered as an option at the time of conceptual design, and not included in the RFQ documents). In addition, due to PG &E delays and late start of construction, which put building dry-in right in the middle of winter, structural steel shop fabrication time need to be decreased. The structual steel contractor worked overtime, as well as spliting the fabrication into 2 separate shops to increase production. CEL needed to work overtime as well as staffing additional inspector for out of area shop inspections. These factors, not known at time of proposal, increased the necessity for more inspection hours on CEL's part. Attached is CEL's original proposal, based on the RFQ documents, and their summary of additional services. 2. Additional services performed by SMC during the 3 weeks of PG &E delay to the start of the project, for the amount of $3,840 (32 hours). In order for the General Contractor to continue project start-up despite PG &E's delay in completing the utility relocation work, the entire project SMP,rion & Coiuul!ing, loc, Telephr.:w F'acs tulle 2611 rm;esend Stred 4ii984 -1261 d15 - m_12.2 San Fr u, is co. CA 9410, . :vvrtV.swinerto❑.coin SWIINERTON [vL- kNAGl:i+t6N'f & COiNSULTINC team worked during that time, including weekly project meetings, schedule strategy to work toward mitigating the delay (such as expedited structural steel fabrication), meeting on site with PG &E to review progress, meetings to strategize schedule recovery, sequence of site activities, and review cost of delay claimed by Contractor. Additional services to be performed by SMC for one (1) additional month during the construction phase for the amount of $14,048, based on the average monthly rate included in our revised Fee Breakdown (attached, dated 7/6/10). SMC's proposal to the Town was based on the RFQ documents provided by the Town on April 20, 2009, which stipulated a 15 month construction duration. The bid documents issued by the Town on March 15, 2010 stipulated a 16 month construction duration, from July 6, 2010 to November 4, 2011. We greatly appreciate the collaborative working relationship we have with the Town and project team, and thank you for your consideration of these additional service requests. We look forward to our continued success working toward project completion. Plesase let me or Nimone know if you have any questions or need additional information. Sincerely, Swinerton Management & Consulting Project Executive CC: Bruce Smith, Town of Los Gatos Nimone Li- Hardisty, Project Manager File ENC: CEL Base and Additional Services Fee Summaries SMC Fee Breakdown (7/6/10) Los Gatos CM RFQ RFQ Design Drawings SMr,erioii ;Ylnna-.men[ 'k� C'onsuldnr, Inc. 7 elephone fa simile 250 Townsand Street 415 984 -120 415 9y4 -129? .Snn frsnais::n, CA 94107 ;vnws:vir�er:on.cnm - . Attachment 2 r! -' AIA Document B151"'-1997 Abbreviated Standard Form of Agreement Between Owner and Architect AGREEMENT made as•ofthe First day of February in the pear 2009 (Ttz worA, indicate day; .omit and year) - BETWEEN the Architeces.ctient identified as the Owner: (Nanze; address and other inpr7aation) Town of Los Gatos I10 E Main Street Los Gatos, GA 950:10 and the Architect- Warne, address and other irtfanuation) Noll- & To or Architects 729 Heinz Avenue, No. 7 Berkeley, CA 94710 For the following Project: (Include detailed . descriplion of Aoject) Design Services for a nevi library. See Exhibit A for a detailed description of the Scope of Work. Init. The Owner and- Architect agree as follows.. ADDITIONS AND - DELETIONS: The author -of tnisdocumenthas .added information needed for its - completion Theauthor mayalso have revised the text of the original AIA standard form An Addidorts antl Deletions Report that notes added Information as well asrevislons:to the standanf fmm text is avaliable from the author and should be tevlewed. A vertical line in the left margin of th7s document firdlcates where the author has added necessary Information -arid where the author has added to or..deleted from. the original AIA tear. This document has important legal consequences_ Consultation with an attorney, is encouraged with respect to its completion or modification. ARTICLE t ARCHITECT'S RESPONSIBILITIES § 1.1 The services performed by the Architect, Architect's employees and Architect's consultants shall be as enumerated in Articles 2, .3 and 12. § 1.2 The Architect's services shall be performed as expeditiously as is- consistent with professional: skill and care and the orderly progress of the Project. The Architect shalt submit for the Owner's approval schedule for the performance of the. Architect's services which may be adjusted', by mutual agreement of the parties, as the Project proceeds. This schedule 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 factors beyond the architeeVs reasonable control, be- exceeded -by the Architect or Owner. § 1.3 The Architect designates Christopher Noll as its Project Representative. § 1.4 The services covered by this Agreement are subject to the time limitations contained in Section 1.1 S.1 ARTICLES SCOPE OF ARCHITECT'S BASIC SERVICES § 21 DEFINITION The Architect's Basic Services consist of those described in Exhibit A, in Sections 22 through 2.6, and any other services identified in Article 12 as part of Basic Services, and include normal structural, mechanical and electrical engineering services customarily required for the structure itself and provided by Design Professionals. §2.2 SCHEMATIC DESIGN PHASE § 2.21 The Architect sbull review the Program furnished by the Owner to ascertain the requirements of the Project and shall drive at a.mutual understanding of such requirements with the Owner. § 2.2.2.'rhe Architect shall provide - a preliminary evaluation of the Ower's- program schedule and construction budget requirements, each in terms of the other, subject to the limitations set forth in Section 5.2.1. § 2.2.3 The Architect shall review with the Owner alternative approaches to design and construction of the Project:. § 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 Documents consisting . of drawings and other documents Illustrating the scale and relationship of Project components.. § 225 The Architect shall submit to the Owner a preliminary estimate of Construction Cost based on current area, volume or similar conceptual estimating. techniques. _ § 2.3 DESIGN DEVELOPMENT PHASE § 2.3.1 Based on the approved Schematic Design Doer! inents.and any adjustments authorized by the Owner in the program, schedule or comstruction 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, structural, mechanical and electrical systems, materials and such other elements as may be appropriate. § 2.3.2 The Architect shall advise the Owner of any adjustments to the preliminary estimate of Construction Cost. § 24 CONSTRUCTION DOCUMENTS PHASE § 2.41 Based on the approved Design Developmen( Documents 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 Specifications setting forth in details the requirements for the construction of the Project.. § 2.4.2 The Architects shall assist the Owner in the preparation of the necessarybidding information, bidding forms, the Conditions of the Contract, and the form. of Agreement between the Owner and Contractor. [nit. AIA Document B15t 1997 Copyright 01974 1978 1997 and 1997 by The American Institute of Architects. 2 on 112112010, and is not, for resale. (6185041511 § 24.3. The Architect shall advise. the Owner of any adjustments ux previous preliminary estimates of Construction Cost indicated by changes in requirements or general niarketcondkions. § 24:4 The Arctiitect shall assist the Owner in connection with the Owner's responsibility for Cling documents required for the approval of governmental authorities having jhrisdictiou.over the Project. § 25 BIDDING OR NEGOTIATION PHASE ThuATchildet, following the Owner's approval of the Construction Documents and of the latest preliminary estimate of Construction Cost; shall assist the Owner in obtaining bids or negotiated proposals and assist in awarding and preparing contracts for construction, § 2.&1:Tile Architcct's.responsibility to provide Basic Services for the Construction Phase under this Agreement commences with the award of the initial Contract for Construction and terminates tt the earlier of the issuance to the Owner of the final Certificate for Payment or 60 days after the date of Substantial Completion of the Work. § 2.6.2 The Architect shall provide administrafimi of the Contract for Construction as "set forth below and in the 1997 edition of AIADocument. A201,. General Conditions of tile Contract for Construction unless otherwise provided in this Agreement. Modifications made to the Generaf Conditions, when adopted as _part of the Contract Documents, shall be enforceable under this Agrcementonly to Ilie extent that they are consistent with this Agreement or approved in writing by the Architect. § 26.3 Duties, responsibilities and limitations: of authority of the Architect under this Section 3.5 shall not be _ restricted; modified or extended wit hom written - agreement of tile Owner and Architect with consent of the Contractor', which consent will not be unreasonably withheld. _ 1.. the Architect. will render the services described in Ellis Paragraph 2.6 for the Wor$ designed and documented by the Architect and Architeefs,consuttants. For design/build systems designed and documents by ethers, the Architect's Constrnetion.Phase responsibilities ire to determine general: compliance of the Work with the design /build performance c iteria preparedby!he Architect and Architect's. consultants. The design professional atgoing and stamping the design/build system construction 'documents shall be responsible for determining and_ certifying- asysteni s conformance with the Contract Documents. § 2-6.4 The Architect shall be a representative of shall advise and consult with the Owner during the administration of the Contract for Construction. The Architect shall have ambority to act on behalf of the -Owner only to the extent provided in this Agreement unless otherwise modified by written autendment. - § 26.6 The Architect as a representative of the Owner, shall visit the site at intervals appropriate to the stage of the Contractor's operations, or as otherwise agreed by tile Owner and the AreIritect. in Article 12, (t) to become generally familiar with and to keep the Owner informed about the progress and quality of the portion of the !York completed, (2) to endeavor to ward the Owner against defects and deficiencies in the Work, and ( to determine in general if the Work is being performed in a .manner indicating that the Work, when Tully completed; will be in accordance with the Contract ffocnments_ This duty to endeavor to guard the Owner, however, shall not modify the Arvitheer s standard: of care, increase the amount of time allocated by the Architect to on- s4eobservation, or guarantee that the Architect will prevent defects or deficiencies in the A The Architect shall not be- required to make exhaustive or continuous on -site inspections to t beck. the quality or quantity of the Work.'rhe Architect shall neither have control over or charge of, nor be responsible for, the construction means, methods; techniques, sequences or procedures, or for safety prucantions and programs in connection with the Work, since these are solely the Contractor's rights and responsibilities under the Contract Documents. § 26.6 The Architect shall report to the Owner, within a reasonable time period, !mown deviations from the Contract Documents and from the most recent construction schedule submitted by the Contractor. However, the Architect shall not be responsible ter the Contractor's failure to Perform the Work in accordance with the requirements of the Contract Documents. The Architect shall be responsible for the Architect's negligent: acts or omissions, but shall not have control over orcharge of and shall not be responsible for acL% or omissions of the Contractor, Subcontractors, or their agents or employees, or any other persons or entities performing portions or [be Work. [nil. § 2.6.7 The Architect shall at all times have access to the Work wherever it is in preparation or progress. (Paragraph deleted) § 2.6.9 CERTIFICATES FOR PAYMENT 2.6.9;1 The Architect shall review and certify the amounts due the Contractor and shall issue certificates in such amounts. § 2.6.9:2 The Architect's certification: for payment shall: constitute a representation: to the Owner, basedon the Architect's evaluationof the Work as provided, in Section 2.6.5 and on the data comprising the Contractor's Application for Payment that the Work has progressed to the point indicated and that, to the best of the Architect's knowledge; information and belief, the quality of the Work is in accordance with the Contract Documents. The foregoing representation are subject (1) to an evaluation of the. Work for conformance with the Contract Documents upon Substantial Completion, (2) to results of subsequent tests and inspections, (3) to correction of minor deviations from the Contract Documents prior to completion, and (4) to specific qualifu ations expressed by the Architect. § 2.6.9.3 - The issuance of 'a Certificate for Faytiiern shall not be a representation that the Architect has (1) made exhaustive or continuous on -site inspections to check the quality or quantity of the Work, (2) reviewed construction means, methods, . techniques, sequences or procedures, (3). reviewed all copies of requisitions received from. Subcontractors and material suppliers and other data requested by the (honer to substantiate the Contractor's right to payinetu, or (4) ascertained how or for what purpose the Contractor has used money previously paid on account of I he Contract Sum § 26.10 The Architect shall have authority to reject Work that does not con form to the Contract Documents, Whenever the Architect considers h: necessary or advisable, in consultation tivith the Owner, and with the approval of the Owner, which shall not be unreasonably withheld, the Architect shall have authority to require inspection or testing of the Work in accordance with the provisions of the Contract Documents, whether or not such Work is fabricated, installed or completed. However, neither this authority of the Architect nor a decision made in good faith either to exercise or not to exercise such authority shall give rise too duty or responsibility of the Architect to the Contractor; Subcontractors, material and equipment suppliers, (licit agents or employees or other _persons or entities performing portions of the Work. § 26.11 The Architect shalt review or take appropriate actiou.upon the Shop Drawings, Product Data and Samples required of the Contractor by [lie Construction Contract but only for the liuiited purpose of checking for general conformance with the visual design concept expressed in the Contract Documents. The Architect shall mot be responsible for any deviations between the Shop Drawings and differing information or conditions in the Contract Documents- and field conditions, respectively. The Architect's. action shalt be taken with such reasonable promptness as to- cause -no delay in the Work or in the activities of the Owner, Contractor or separate contractors, while allowing sufficient time in the Arcli tect's- professirruml judgment to permit adequate review. Review of such submittals is not conducted. for (tic purpose of determining the accuracy and completeness of other details such as dimensions and quantities, or for substantiating nstructions for installation or performance of equipment or systems, all of which remain the responsibility of the Contractor as required by the Contract Documents. The Architect's review shall not constitute approval of safety precautions in construction or, unless otherwise:specifically stated by the Architect, of any construction means, methods, techniques, sequences or procedures. The Architect's approval of a specific irem shall not indicate approval of an amiably of which the item is a component. § 2.6.12 If professional design services or certifications by a design professional related to systems, materials or equipment are specifically required of the Contractor by the Contract Documents, the Architect shall specify appropriate performance and design criteria that such set vices must satisfy. Shop Drawings and other suburithls related to the Work designed or certified by the design professional retained by the Contractor shall bear such professional's written approval when submitted to the Architect_ The Architect shall be entitled to rely upon the adequacy, accuracy and completeness of the services, certifications or approvals performed by such design professionals. § 2.6.13 The Architect shall prepare Change Orders and Construction Change Directives, with supporting documentation and data if deemed necessary by the Architect as provided in Sections 3.1.1. and 3.3.3, - for "the inn AIA Document 13151ra-1997. Copyright 0: 1974, 1978,.1987 and 1997 by The American Inslitula of Architects. All rights reservad.wARNIM: This AIA" Document in protected. by U.S. Copyright Law and International Troailes, Urmillimized- reproduction at distribution of utter Ale Daeameut, or any landlord of It, may result hr sever; civil and criminal penalties, and will be prosecuted to the mgximurn extant possible under ilia law. This document ( was produced by AIA software at 12:40:45 on 03/17/2009 under Order No. 1000985462_1 which expires on 1121(2019, and is net for resale. User Notes: (618504151) Owner's approval and execution in accordance with the Contract Documents, and may authorize minor changes in the Work not involving, an adjustment in the Contract Sum or an extension of the Contract Time which are consistent with the intent of the Contract Documents. § 2.6.14 The Architect shaft conduct inspections to determine the date or dates of Substantial Cotnpleifen.and the data of final completion, shall receive front the Contractor and forward to the Owner, for the Owner's review and records, written warranties and related documents required by the Con(ract Documents and assembled by the Contracor, and shall issue a final; Certificate for Payment based upon a final inspection indicating the Work complies with the requirements of the Contract Documents.. § 16.15 The Architect shall interpret and decide matters concerning performance of the Owner and Contractor under, and requirements of, the Contract Documents on written: request of either the Owner or Contractor: The Architect's response to such requests shall be made in writing within any time limits agreed upon or otherwise with reasonable promptness. § 2.6.16 Interpretations and decisions of the Architect shall be consistent with the'intent of and reasonably inferable from the Contract Documents which have been previously approved bythe Owner and shall be in writing. or in the: form of drawings. When making such interpretations and initial decisions the. Architect shall endeavor to faithful performance by both Owner and Contractor shall.not show partiality to either, and shall not be liable for resuler of interpretations or decisions so rendered in good faith. § 16,17 The Architect shall render initial decisions on claims, disputes or other matters in question between the Owner and-Contractor as provided in the Contract Documents.: However, the Architects decisions on matters relating to aesthetic effect shall be final it consistent with the intent expressed in the Contract Documents which have been previously approved by the .Owner. § 2.6.18 The Architect's: decisions on claims, disputes or other matters in question between. the Owner and Contractor, except for those relating to aesthetic effect as provided in Section 2.6.17, shall be subject to mediation and arbitration as provided in dies Agreement and in the Contract Documents. ARTICLE3 ADDITIONAL SERVICES § -3.1 GENERAL 3.1.1 The: services described in this Article 3 are riot included in Basic Services unless so identified in Exhibit A and 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 3.1 may be provided if authorized by the Owner and confirmed in writing by the Architect. If services described' tinder Contingent Additional Services in Section 3.3 are required due._ to circumstances beyond the Architect's control, the Architect shall notify the Owner prior to commencing such services. If the Owner deems (tint such services described under Section 3,3 are not requited, the Owner shall give prompt.written notice to the Architect. If the Owner indicates in writing that all or part of such Contingent Additional Services are not required, the Architect shall have no obligation to provide those services: § 3.2 PROJECT REPRESENTATION BEYOND BASIC SERVICES § 12.1 If 1110 extensive represenation at the site than is described in Section 2.6.5 is required, the Architect shall provide one or more Project: Representatives to assist in carrying 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 compensated therefor as agreed by the Owner and architect. The duties,. responsibilities And 1irnitations of authority of Project Representatives shall be as described in the edition of AIA Document B352 current as of the date of this Agreement, unless otherwise agreed. - - § 3.2.3 Throu the presence at the site of such Project Representatives, the Architect shall endeavor to provide further protection for the Owner against defeets and deficiencies in the Work, but the famishing of such project representation shall not modify the rights', responsibilities or obligations of the Architect as described elsewhere in this Agreement. - - Init. AIA.Document B161 1997. Copyright ® 1974, 1978, 1937 and 1997 by The American Institute of Archileas. All rights resamad. wARNINu :This AW 110cumantis pratactedby U,S, Copyright law andthfantanonal Treaties, Unaut horrzed rapmducno-n or digfriburioa at #his.A1A ° [ 3ocument, or any $ parimn of it, m:tgresna in satisre civil and trim penalties,: and will be piaaacutad to Itie maximum sxisnt possibly under the low_. This document ( was produced by ALA software at 13A0 :45 an 03 /1 7120 0 9 under Order No.i 000985m2 _I which expires on 112112010, and is not for resale. User Notes: (618504151) § 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 necessary by adjustments in the Owners program or Project budget; .2 required by [lie enactment, interpretation or revision of codes, laws or regulations subsequent to the preparation of such documents; or .3 due to changes.rerluired as a result of the Owner's failure to render decisions in a timely manner. § 3.3.2 Providing . services required because of significant changes in: the Project including, but not limited to, size, quality, complexity, the Owner's schedule, or the method of bidding or negotiating and contracting for construction, except for services required under Section 5:25. §3.3.3 Preparing Drawings, Specifications and other documentation and supporting data, evaluating Contractor's proposals, andproviding other services in connection with Change Orders and Construction Change Directives. § 3.3.4 Providing services in connection with eval aiting.substitutions proposed by the Contractor. and making subsequent revisions to Drawings, Specifications and other documentation resulting therefrom § 3.3.5 Providing consultation concerning replacement of Work damaged by fire or other cause during construction, and furnishing "services required in connection with the replacement of such Work. § 3.3.6 Providing services made necessary by the default of the C:ontractor, . by major detects or deficiencies in the Work of the Contractor.,orby failure of performance of either the Owner or Contractor under the Contract for Construction. § 3.3.7 Providing services in evaluating an extensive number of claims submitted by the Contractor or others in connection with the Work. § 3.3.8 Providing services in connection vnth a public hearing beyond what is described in Exhibit A, a dispute resolution proceeding or a legal proceeding except where the Architect is party thereto. § 3.3.9 Preparing documents for alternate, separate or sequential bids or providing services in connection with bidding, negotiation or construction prior to the completion of the Construction Documents Phase. § 3.4 OPTIONAL ADDITIONAL SERVICES 3.4.1 Providing analyses of the Owners needs and programming the requirements of the Project. § 3.4.2 Providing financial feasibility or other special studies. § 3.4.3 Providing planning surveys, site evaluations or comparative stitches of prospective silts. § 3.4.4 Providing special surveys, environmental studies and submissions: required for approvals of governmental authorities or others havingjurisdiction over the Project. § 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 constriction performed by separate contractors or. by Owner's own forces and coordination of services required in connection with construction performed and equipment supplied by the Owner. § 3.4.8 Providing services in connection with the work of a construction manager or separate consultants retained by the Owner. § 3.4.10 Providing detailed estimates of Construction Cost beyond what is described in Exhibit A. imt, was produced User Notes: on Of msmarnwaof rms. xw - tleeWaenr, ar_nny turn extent possible under the taut. This document on 112112010, and is not for resale. (618504151) § 3.4.11. Providing detailed quantity surveys or inventories of material, equipment and tabor. §.3.4.12 - Providing analyses -of owning and operating costs. § 3.4.13- Providing interior design and other similar services required for or in connection with the selection; procurement or installation of furniture, funlishings and related equipment. § 3.4.14 Providing services for planning tenant: or rental spaces. 93 - , , 4.15 Making investigations, inventories of materials or equipment, or valuations and detailed appraisals of exiting facilities. § 3.4.16 Preparing a set of reproducible record drawings showing 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 tudlizatioti 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 Providitm services after issuance its the Owner of the final Certificate for Payment;.or in the absence of a final Certificate for Payment, - more than -SQ days after the (Lite of Substantial Completion of theWork- § 3.4.19 Providing services of consultants far other than architectural, structural, mechanical and electrical engineering portions of the Project provided . as apart of Rasic Services. § 3.4.20 Providing any other services not otherwise included in this Agreement or not customarily furnished in accordance with generally accepted architectural practice. ARTICLE4 OWNER'S RESPONSIBILITIES § 4.1 The Owner shall provide full information in a timely manlier regarding: requirements for and limitations on the Project, including the Owners objectives, schedule, constraints and criteria, including space requirements and relationships, flexibility, expandability, special equipment, systems and site requirements. § 4.2 An overall budget for the Project is described ill Exhibit I3 The Owner shall give the Architect reasonable notice of any material changes to thebudeet for the Project, including changes related to the Construction Cost, the Owner's other casts and reasonable contingencies related to all of these costs. § 4.3 The Owner shall designate a representative authorized to act on the Ow'ne[ s behalf with respect to the Pivject. 'rhe Owner or such designated representative shall render decisions inn timely manner pertaining to doLuments submitted by the Architect in order to avoid unreasonable delay in the orderly and SCIgg0ntial progress of the Architect's services. Architect understands and acknowledges that Owner is a public entity andlhat some decisions require public discussion and decision as time and public notice requirements penuit. § 4.4 The Oryner shall furnish surveys to describe physical characteristics, legal limitations and utility locations for die site of the Project, and a written Iegal description of the site:. The surveys and legal information shall include, as applicable, grades and lines of streets, alleys, pavements and adjoining property and structures: adjacent drainage; rights- of -tvay, restrictions, easements, encroachments, zoning," deed restrictions, - boundaries and contours of the site; locations, dimensions and necessary data with respect to existing buildings, other improvements and trees; and information concerning available utility services and Iines,. bothpab[ic and private; above and below grade, including inverts and depths. All the information on the survey shall be referenced to Project benchmark. § 4.5 The Owner shall furnish the services of geotechnieal engineers when such services are requested by the Architect Suclt services may include but are not tenured to test boriniis,.test pits determinations of soil heating values,. percolation tests, evaluations of - hazardous materials, ground - corrosion tests and resistivity tests,- including necessary operations for anticipating subsoil conditions, with reports and appropriate recommendations. hilt. - ° "` ° ' -' ssr: °opyrlgnTV i114 1at6, 1887 and 1997 by The American Inslitute of Architects. All rights reserved: WARNING: This 13:40 er _.._ ._... a. ____,,,,,,,,,,,,,,, a ,,1 yuessule unuer inu iow. 1 as necumern cone produced by AW soflvsre at :45 on IXit1712009 undar Order No.1C09385462_} "which expires an 112112010;. and is not for easale. near Notes: 161 850415 1) § 4.6 The Owner shall rianish the services of cousultants other than those designated in Section 4.5 when such services are requested by the Architect and are reasonably required by the scope of the Project. § 4.7 The Owner shall furnish structural, meehanical, and chemical tests; tests for air and water pollution; tests for hazardous materials;. and other laboratory and environmental tests, inspections and reports required bylaw or the Contract Documents. § &B The Owner shall. furnish all legal, accounting and insurance services that may be necessary at any time for the Project to meet the Owner's needs and interests. Such services shall: include auditing services the Owner may require to verify the Contractor's Applications. for Payment or to ascertain 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 Sections 4.4 through 4:8 shall be furnished at the Owner's expense, . and the Architectshall be reasonably entitled In rely upon the accuracy and completeness thereof. §. MO The Owner shall provide reasonably prompt written notice to the Architect if the Owner becomes aware of any fault or defect in the Project; including any errors, emissions or inconsistencies in the Architect's Instruments of Service. ARTICLES CONSTRUCTION COST § 5.1 DEFINITION § 5.1.1 The Construction Cost shall he the total cost or, to the extent the Project is not completed, the estimated cost to the Owner of all elements of the Project designed or specified by [he Architect. § 5.1.2 The Construction Cost shall include the cost at current market rates of labor and materials famished by the Owner and equipment designed, specified, selected or specially provided for by the Architect, . including the costs of management or supervision: of construction or installation provided by a. separate construction: manager or contractor, plus a reasonable allowance for their overhead and profit. in. addition, a reasonable allowance for contingencies shall be included for market conditions at the 6tne of bidding and for changes in the Work. § 5.1.3. Construction Cost does not include the compensation of the Architect and the Architect'sconsultams, the costs of the land, rights -of -way and financing or other costs that are the responsibility of the Owner as provides! in Article 4. § 5.2 RESPONSIBILITY FOR CONSTRUCTION COST § 521 Fv9luatious of the Owner's Project budget, the prelimrinary estimate of Construction Cost and detailed estimates of Construction Cost, if.any, prepared by the Architect, represent the: Architect's judgment as a. design professional familiar with the construction industry. It is recognized, however, that neither 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 tram 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.lindt has been agiced_upon in writing . and signed by the parties hereto. If such a fixed limit has been established, the Architect.s6ll be permitted to include contingencies for design, bidding and price escalation, to determine what materials, equipment „component systems and type -, 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 Documents alternate bids as may be necessary to adjust the Construction Cost to the fixed Limit. Fixed trouts, if any, . 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 infer the Architect submits the Construction Documents to the Owner, tiny Project budget or fixed limit of Construction Cost shall be adjusted to reflect changes in the general level of prices in the construction industry. AIA Document 8151TM —1997. Copyrigh101974. 1978, 1987 and 1957 by The American institute of Architects. All rights mearved. WARNING: This AIA' Ina(. Doaumsid is protected by U.S. Copythilut.aw mtd lntomultonatTma!( as. unauthorized reproduction of distribution of chic AfA ° Occuhtunt, atany portion of if, may result in severe civil and: odminal parialaas, andwill ho prowinedto the maximam extaat posellatu undettho Raw. This document i was produced by AIA software al 13:40:45 on 03/17/2009 under Order No. 1000385462_1 which expires an 1121120 to, and is not for resala. User Notes; (618504151) J 524 11 the lowest, bona fide bid or negotiated proposal exceeds the fixed limit of uranrucdon est (as adjusted per 5.2.3) by more than 104'x,.. the Owner shall. .1 give written approval of an Increase in such fixed limit: .2 authorize rebiddingur rencluabuingof the Project within a reasonable timc; .3 terminate in accordance with Section 8S; or .4 cooperate in revising the Project: scope and duality as required to reduce the Constriction Cost, § 5.23 If the Owner chooses to proceed under. Section 5.2.4,4, the Architect, . without additional: compensation, shall modify the documents for which. the Architect is responsible under this Agreement as necessary, to comply with the fixed limit, If established as a condition oC Ibis- Agreement. The utndi fication of such documents without cost to the Owner shall be the limit of the Architect's responsibility under this Section 5.2.5. The Architect shall be. entitled to compensation in accordance with ibis Agreement for all services performed whether or not tiie Construction Phase is commenced. - ARTICLE 6 USE OF ARCHITECT'S INSTRUMENTS OF SERVICE §6.1 The Architect and Owner wairram that in eansmining Instruments of Service, or any other information, the transmitting party lithe copyright owner of such information or has permission front the copyright owner to transmit such information far its use on the Project, - If the 'Owner and Architect intend to transmit Instruments of Service or any other information or documentation in digital form, they shall endeavor in establish necessary protocols governing such transmissions. (Puragraph deleted) § 6;2 The Architect and the Architect's consultants shall be deemed the authors and owners of their respective Instruments of Service, including the Drawings and Specifications; and shall retain all common law, statutory and other reserved rights, including copyrights, Submission or distribution of Instruments of Service to meet official regulatory requirements or similar purposes in connection with the Project is not to be crmistrued as publication in derogation of the reserved rights of the Architect and the Architect's consultants,. § 6.3 Upon execution of this Agreement, the Architect grants to the Owner a nonexclusive license to use the Architect's inshuments of Service solely abd exclusively for purposes of constructing, using, maintaining, . altering and adding to the Project, provided that the Owner substantially performs its obligations, including prompt payment of all sums when due, under Ibis Agreement. The Architect shall obtain similar nonexclusive licenses from the Architecrs consultants cormistent with ibis.Agreemcru. The license granted under this section permits the Owner to authorize the Contractor, Stibcontractom,. ub- sahcdntractors, and material or equipment suppliers, as well as the Owners consultants and separate contractors, to reproduce applicable portions cif the Instruments of Service solely and exclusively for use in performing services or construction for the Project: -If the Architect rightfully terminates this Agreement for cause as provided in Section 8A, the license granted in this Section 6.3 sball terminate. § 6.3.1 Fn the event the Owner uses the Instruments of Service without retaining the author of the Instruments of Service, the Owner releases the Architect and Architect's consultants) from all claims and causes of action arising froutsueh uses. The Owner, to the extent permitted by law, further agrees to indemnify and hold harmless the Architect and its consultants i'rom all costs and expenses, including the cost of defense related to claims and causes of action asserted by any third person or entity to the extent .. such costs and expenses arise from the Owner's use of the Instruments o €Service under this Section 6.3.1. teems of this Section 63.1 shall not apply if the Owner rightfully terminaes this Agreement for cause under Section 8.4. § 6.4 Except for the licenses grauted in this Article 6, no other license or right shall be deemed ?ranted or implied under this Agreement. The Owner shall not assign, delegate, sublicense, pledge or otherwise - transfer any license granted herein to another party without the prior written agreement of the Architect. Any ur autlmrizcd use of the Instruments of Service shall be a( the Owner`s sale risk and without liability to the Architect and the Architect's consultants. ARTICLE 7 DISPUTE RESOLUTION § 7.1 MEDIATION § TIA All claims, disputes or other natters in question between the parties to ibis Agreement arising out of or relating to this Agreement or breach thereof shall be subject to mediation under the auspices of a recognized, neutral third - party professional mediation service experienced in Handling construction disputes, or other mediation method [nit. AIA Deaument 6151* -1997. Capyright9 -ts74, 197x, UHR and 1,997 by The American Institute of fincklts. All rights reserved. WARNING; Thm AW Dooannott5 prtaected by U.S, copyright LDw and lniurmarlanat Treatiess, thundlorized tenroducifoaor distribution at gas ALA notaereni,crany portion of it, may resuhto severe civil and criminal penult €ec;and will 6 prosecuted tvlhamaxinnam 6a.nt posenbie under the Invt: This document I was produced by AIA software al 13.40AS on 0311712009. under Order No. 1000365462 1 Whichexptres on 112ti201n,and is not for resats. near Notes. {619504151} or service acceptable to the parties, prior to undertaking any other dispute resolution action. The cost of the mediation service shall he borne equally by the parties. A demand for mediation sliall be made within a- reasonable time after [he claim, dispute or other matter in question has arisen. In no event shall die demand for mediation be made titter the date when the institution of legal: or equitable proceedings based on such claim; dispute or otter' maaer in question would be barred by the applicable statutes of limitations. (Paragraphs deleted) § 7.2 NOT USED (Paragraphs deleted) § 7.3 CLAIMS FOR CONSEQUENTIAL DAMAGES The Architect and Owner waive consequential damages for claims, disputes or other matters in question arising out of or relating to this Agreement. This mutual waiver is applicable, without timitation, to all consequential damages due to either party's termination in accordance with - Article 8_ The Archtlfect's waiver of consequential - damages; however, is contingent upon the Owner requiring the Contractor and its subcontractors to waive all consequential damages against the Architect and its subconsnitams For claims, . disputes or other matters -ht question arising out of or relating to the ProjeeG ARTICLE8 TERMINATION OR SUSPENSION §.8.1 If the Owner fails to make undisputed payments to the Architect tit accordance with this Agreement, such failure shall be considered substantial nonperformance and cause for termination or, at the Architect's option, cause for suspension of performance of services under this Agreement. If the Architect elects to suspend': services,.prior to suspension of services,. the Architect Shall give seven days' written notice to the Owner, In the event of a suspension . of services, the Architect shall have no liability to the Owner for delay or damage caused the Owner because of such suspension of services.: Before :resuming services, the Architect shall be paid all sums due prior to suspension and any expenses incurred in the interruption and resumption: of the Architect's services.. The Architect's fees for the remaining services and the time schedules shall be equitably adjusted. § 8.2 If the Project is suspended by life Owner for more than 30 consecutive days, the Architect shall be compensated for services performed prior to -of such suspension. When the Project is resented,. the Architect and Owner shatl negotiate a reasonable compensation in the fees and schedule to compensate the Architect for expenses incurred in the interruption and resumption of the Architect's services, The Architect's fees for the remaining services and the time schedules shall he equitably adjusted. § 8.3 If the Project is suspended or the Architect's services are suspended for more than 90 consecutive days, the Architect may terminate this Agreement by giving not less than seven days' written notice. § 8.4 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 through no fault of the party initiating the termination- § 8.5 This Agreement may be terminated by the Owner upon not less than seven days written notice to the Architect Par the Owner's convenience and without cause. § 8.8 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 due and all Termination Expenses as defined in Section 8.7. § 8.7 Termination Expenses are in addition to compensation for the services of the Agreement and include expenses directly attributable to termination for which the Architect is not otherwise compensated. ARTICLE 9 MISCELLANEOUS PROVISIONS § 9.1 This Agreement shall be governed by the law of the State of California.. Any effort of dispute resolution shall . be in the County of Santa Clara, unless otherwise mutually agreed to by the parties. § 9,2 Terms in this Agreement shalt leave the same meaning as those in the edition of AI.A Document A301 - 1997, General Conditions of the Contract for Construction. AIA Document 8151'a —19 97. Copyright 01974,1978, I W1 and 1997 by The American Institute of Architects. All tights reserved. WARNING; Thia AIAi Incl. Document is protruded by U.S.Copyilght Law and hdarnaimnatTmatlea: Urmulhorimd reproduction or distribution of this AlA ttncumeni,mr any 10 portion of it, mayrorrult in severe civil and odminaf praanier, and will W prasectitad.to the ma rimum:axlort possihla under the law. This document I was produced by AIA saltwater a1'- 13:40:45 on 03n 7/2009 under Order No. 100039a462_1 which expires an 112112010, and is not for resale. User Notes: (618504151) § -9.3 The Owner and Architect shall commence all claims and causes of action, whether in contract, tort, or otherwise, against the other arising out of orrelated to this Agreement in accordance with the requirements of the method of binding.disputeresolu€ion selected in thi& Agreement within-the period specified by applicable law, but in any case not more than 10 years after the data of Substantial Completion of the Work. The Owner and Architect waive- all claims and causes of action not commenced. in accordance with this Section 9.3_ § 9A To the extent damages are covered by property insurance during construction, ilie Owner and Architect waive all rights against each other and against: the contractors, consultants, agents and employees of ilia outer for damages, except such rights as they may have to theproeceds of such insurance as setforth in the edition of Alk Document A2011, General COnditinng Of the Contract for Construction, currant asof the date of this Agreement; The Owner or the Architec4 as appropriate, shall require of ilia contractors, . consultants, agents and employees, of any of them similar waivers in favor of (lie other parties enumerated herein. § 9.5 The, Owner and Architect, respectively, bind themselves, their partners, successors, assigns and legal representatives to the other party to this Agreement and to the partners, successors, assigns Whir Legal representatives of such other party with - respect to all covenants of this Agrtement._Neither the Owner nor the Ardihett shall assign this Agreement withoutibe written consent of the other, except that the. Owner may assign this Agreement town institutional lender proietding financing for the Pmjcct. In suet event, the lender shall assume the Owner's rights and obligations under this Agreement_ The Architect shall execute all consents reasonably required to facilitate such nesianment. § 9.6 This Agreement represents the entire and integrated agreement between the Owner and the Architect and supersedes all prior negotiations, representations or agreements, . either written or oral. This Agrees eiit may be amended only by written Instrument signed by both Owner and Architect. § 9.7 Nothing contained in this Agreement shall create a contractual relationship with or a cause of action in favor of a third party against either the Owner or Architect. § 9.8 Unless otherwise provided in this Agreement,: the Architect and Architect's consultants shall have no responsibility for ilia discovery, presence, handling, removal or disposal of or exposure of persons to hazardous materials or toxic substances ur any form at the Project site. § 9,9 The Architect shall.bave the right to include photographic or: artisttcrepresonmtions; of the design of the Project among the ArchitecPs promotional and piofessionnt inatenals. The Architect shallhe given reasonable access to the completed project to make such - representations. however, the Architect's materials shall not include the Owner's confidentiat or proprietary information if the Owner has previously advised the Architect in writing of the specific information considered by the Owner to be confidential or proprietary. The Owner shall provide professional credit for the Architect in the OwncCspromotional materials for the Project. - § 9.10 If the Owner requests the Architect to execute certificates, the proposed language of such certificates shall be submitted to the Architect for review at least 14 days prior to the requested dates of execution. The Architect shall not be required to execute certificates that would require knowledge, services or responsibilities beyond the scope of this Agreement. ARTICLE 10 PAYMENTS TO THE ARCHITECT § 10A DIRECT PERSONNEL EXPENSE 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 contributions and benefits related thereto, stifle as employment taxes and other statutory employee benefits, insurance, sick leave, holidays_ vacations, employee retirement plans and similar contributions. § 10.2 REIMBURSABLE EXPENSES § 142.1 Reimbursable E xpenses are in addition to compensation for Basic and Additional Services and include expenses incurred by the Architect. and Architects employees and consultants directly related to the Project, as identified in the following Clauses: Init. AlADocument 5151 ^� n..,.,' —, 1. ....,.aMfl. 11 on 03117120M under Order No.1000385d62_I winch expires on V2712010, and is not for resale. (618504151) .1 transportation in connection with the Project at the mileage rate set by the IRS for the current year, authorized out -of town travetand subsistence, and electronic communications: .2 fees paid for securing approval of authorities having jurisdiction over the Project; .3 reproductions, plus, standard form documents, postage, handling and delivery of Instruments of Service: .4 expense of overtime work requiring higher than regular rates if authorized in advance by the Owner: .5 renderings, models and mock -ups requested by the Owner; .6 expense of. professionatliability insurance dedicated exclusively to this Projector the expense of additional insurance coverage or limits requested by die Owner in excess of that thermally carried by the Architect and the Architece's. consultants, .7 reimbursable expenses as designated in Article 12; .6 other similar direct Project- related expenditure& § 10.3 PAYMENTS ON ACCOUNT OF BASIC SERVICES § 10.3.1 An initial payment as set forth in Section 11-1 is the minimum payment under this Agreement. § 10.3.2 Subsequent payments for Basic Services shall be made monthly and, where applicable, shalt be in proportion to services, performed within each phase of service, on [lie basis set forth in Section 11:2.2. § 10.3:3 If and to the extent that the time initially established in Section 11.1.1 of this Agreement is exceeded or extended though no fauttof the Architect, compensation for any services rendered during the additional period of time shall be computedihlbe manner set forth in Section 17.3.2. § 10.14 When compensation is based on a percentage of Coustruedon Cost and any portions of the Project are ,deleted or otherwise not constructed, compensation for those portions of the Project shall be payable to the extent services are performed on those portions, in accordance with the schedule set forth in Section 1 1.2.2, based on (1) the lowest bona ride bid or negotiated proposal, or (2). if no such bid or proposal is received, the most recent preliminary estinutte of Construction Cost or detailed estimate of Construction Cost for such portion of the Project. § 10.4 PAYMENTS ON ACCOUNT OF ADDITIONAL.SERVICES Payments on account of the Architects Additional Services and for Reimbursable E.xpensesshzll be made monthly upon presentation of the Architect's statement of services rendered or expenses incurred. § 10.5 PAYMENTS WITHHELD No deductions shall be made from the Architeet's compensation on account of penalty, liquidated damages or other suns withheld from payments to contractors, or on account of the cost: of changes in die Work other than those for which the Architect has been agreed to in mediation or determined to be liable for in any method ot'dispute resolution allowed by this Agreement. § 10.6 ARCHITECT'S ACCOUNTING RECORDS Records oaf - Reimbursable Expenses and .expenses pertaining to Additional Services and services performed an the basis of hourly rates or a multiple of Direct personnel Expense shall be available to the Owner or the Owner's authorized representative at mutually convenient times. ARTICLE 11 BASIS OF COMPENSATION The Owner shall compensate the Architect as follows: § 1i.i An Initial Payment of zero (S 0 ) shall be made upon execution of this Agreement and credited to the Owner's account at final payment. § 112 BASIC COMPENSATION § 11.3.1 For Basic Services, as described is Article 2, and any other services included in Article 12 as part of Basic Services, Basic Compensation shill be computed as follows: Stipulated sum of $1,380,897, as described in Exhibit B. § 11.22 (Paragraphs deleted) Ind. AIA nocument6161 -- 1997. Copyright 4197 Document is pretested by tt & Copyright Law o ponlon of It, may Tog till .in severe sign and etiir 7 was produced by AIA software at 13:90:45 on 0311 User Notes: rraaucian armmnnunnn ai tni»; Arq r:naunronr,orany 12 r maximum axtnn phssibfe - under the tavt. This document expires on 1121 /2010, and is not for resale. ,(618504151) NOT USED § 11.3 COMPENSATION FOR ADDITIONAL SERVICES § ItIl For Project Representation Beyond Basic Services, as described in Section 3.2, compensation shall be computed as follows: `- Time and materials based on current Notl & Tam Architects and subconsultant hitting&rates described in Exhibit C: § 11.3.2 For Additional Services of the Architect, as described in Articles 3 and 12, other than (1) Additional Project. Representation; as described in Section 33; and (2) services included in Article 12 as part of Basic Services, but excluding; services of consultants, compensation shall be computed as follows: Time and materials based ou cnrrem Noll & Tam Architects and subcomultant billings rates described in Exhibit C:, § 11.3.3, For Additional Services ofConsultanl$ inchmding additional structural, mechanical and electrical engineering services and those provided under Section 3.4,19 or identified in Article 12 as part of Additional Services, . a multiple of one point one ( Ll );times the amounts billed to the Architect for such services. § 11.4 REIMBURSABLE EXPENSES For Reimbursable Expenses, as described in Section 10.2, and any other items included in Article 12 as Reimbursable Expenses, a multiple of one point one (1, 1. ) times the expemscs incurred by theArchitccf,. the Architect's employees and consultants directly related to the Project. § 11.5 ADDITIONAL PROVISIONS § 11-5.1 If the Basic Services covered by this Agreement lave not been cotnph tell }within thirty three ( 33 ) 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 Sections 10.33 and 113.2. - § 11.5.2 payments are due laud payable thirty ( 30 ) days from the date of the Architects invoice. Amounts unpaid ( 30 )slays after the invoice date shall bear interest at the rate entered below or in the absence thereof at the legal rate Prevailing from time to time at the Principal of business of the Architect. (Insert ride of inreresf agreed upon. Zeno (0 %) per mouth, 0% per annum § 11.5.3 The rates and multiples set forth for Additional Services shall be adjusted in accordance with the normal salary review practices of the Architect. ARTICLE 12 OTHER CONDITIONS OR SERVICES 12.1 The Architect's Scope of Services sliall include architectural design, structural engineering, mtchanical engificeri�, electrical engitimring, telccommalrieations equipment Layout, lighting design, civil engineering, landscape architectural design, acottstical consulmig, and cost estimating. Sec Exhibit A for a more detailed outline of services included in Basic Services. Services not specifically noted in Exhibit A as included in Basic Services shall. be considered Additional Services, per Article 1 12? Per normal practice, certain portions of the Work shall be desiul/build. These areas may include fore sprinkler design, portions of the mechanical system, portions of the electrical system, security system, light gauge steel training, storefront and curtain '.wall systems, pre- manufactured trusses and girders. etc. Such portions of the Work shall he designed and constructed by the contractor based upon performance guidelines provided by the Architect and Arcl ilccrs consultants. Specific decisions about which building systems will be d "-ignibnil =d shall be made by Architect; in consultation with Owner, during the course of the PrciJect's design, 123 Should any legal proceeding be commenced between the parties to this Agreement seeking to enforce any of its provisions, including, but not United to, fee provisions, the prevailing partyin such a proceeding shall be entitled, in addition to such other relief as many be granted, to a teasonablesum for attorneys' and expert witnesses' Lee, - which shalt he determined by the court or forum in such a procceding or in a separate action brought for that purpose.. For purposes of this provision, "prevailing party' shall. include a party that dismisses an action for recovery hereunder in exchange for pavmcnt of the sum allegedly due, performance of covenants allegedly breached, or consideration substantially equal to the relief sought in the action or proceeding. [nit. AIADgcument Bt51 —_ 1997. CapynghM 1974 1979,1987 and t 997 13 which expires on 112112010, and is nol for resale. t619504151) This Agreement entered into as of the day and year first written above. OWNER / 7 jSignanere) _ Greg Larson, TownMannger (Printed name and title) ARCHITECT APPROVED AS TO FORM (S' enure) Orryy Korb, Town Attorney (Printed name rind title) ATTEST FOR THE TOWN OF LOS GATOS Ojer AdIrlinistritor Init . AIA Duoumant 8151" -1997. Copyright (0 1474, 1978, 1987 and 1997 by The American Institute of Architects. All rights reserved• utARNING:Tle; AW Document is protected by U;5 Copyright- Law and international Trusties. Unauthorized toproduction or disidbralon of this Ale Oucumont, otany 14 portion at it, may tesultin severe vivil and crushu l penalties, and will be prosecuted to the maximum extent possible under the law, This dccument 1 was produced by ALA software at 13:40:45 on 03/1712969 under Order No. 1000385462 which expires on 112112010, and is not for resale. User Notes: (51850415t) EXHIBIT A SCOPE OF WORT 1, SCHEMATIC DESIGN PPIP SE A. Schematic Design Documents: Consultanr shall prepare Schernaric Design Documents from the approved. Conceptual DCSign Doe°runents. 4laetnarie- Design l3acunaerits shalt include but are not li.ni€ed ro the following: - 1. Architectural a. Sire Plan indicating proposed location, of building and proposed ch,nages to the adaicenr s €reets, curb, trtcz rs, siWvall�, plazas, and loctiou of e_lterior utilities and stnlice lines. b. Floor and Roof Plans showing all rooms and areas, entrances, Uirs, srai€Ivays, elevarors, c "trcula€ion areas, oiler rooms and major mechanical, computer and electrical areas and parking lapats, c. Building Flec�tiotis d. BuildingSecdo:ns e. Code Requirements 2. Civil Engineering a. Site Demolition Plan b. Utili €r Relocation plan c. Site Imp rovtr en[s d. Parking Ilan e. Sire Grading and Drainage f Parking Entrances and Egress 3. Landscape Architecture a. Hardscape b. P ad ng Plan c. Plat tingPlan 4. Structural a. Develop alternate srrtuctural schemes b. , Srructural narrative for cost estivaating c. Hand skecehed or CAL) plans to show extent of stntccure and foundacions 5. MechanicallPlumbing a. Fstimated heating and cooling loads b. Discuss alternate HVAC system design concepts c. Determine equipment room sizes, shaft areas and locations d. Prepare Schematic design sketches of the main HVAC system e. Estimate plumbing loads f. Determine plumbing equipment space requirements g. Prepare single line plumbing diagram h. Estimate building firewater flow requirement & Flectrical a. ( Perform initial electrical load calculations & Prepare preliminary lighting, power, and signal drawings. c. .Prepare preliminary electrical equipment room layouts and telecommanicationsFdata roam for integration into the design d. Prepare schematic electrical site plans e. prepare preliminary lighting plans 7. Telecommunications, Security, AV,: Paging a. Prepare written narrative far technologysystems design criteria after establishing technology requirements with Owner. b. Interior and exterior building security systems, including surface parking areas. 8. Geotech_rikal.Report_ a. Complete geotechnical report started during conceptual design phase. B. Outline Specifications- Consultant shall provide a preliminary general description of building systems. C. Meetings: Consultant shall prepare for and attend the following meetings in Los Gatos: i. Staff 4 (CDD, PPW, Fire) 2. Library Subcommittee 2 3. Library Staff 3 4. Public Presentations 4 (CDAC, PC, TC, Community) Additional meetings, if required, will be considered Additional Services. -2- D. Statements of Probable Construction Costs: The Consultant shall provide its Estimate, of Probable Construction Cost, tts: demonstrate the design is within the -approved deli- budget shown in Exhibit D. The Fstimate of Probable Construction Cost sha lhcl def- iir r nril6ra c1YC;v the Iaivn, reasona131e alteenarive'a'pptoathes'to the desigitand tonstrureion Project' drat will reduce the constructitn costs to be equal or tress than the Construction 13udgeh E, Building Program Verification: , Verify the compliance of the schematic design with the building program including area rab for the facility. - F. Add Alternates- Consultant shall propose and discuss wkh the Town a list of possible Add alternatives. _The Consultant shall describe .their impact on tire project- and have these Add alternates would madmize program content. G. Town Comments The Consultant shall review, and p rovide a wvtitren response to all comments genet, -- liy. the I orv1- or orhzr Z own consultants, }which are generaite I frnn the review of the deliverables provided by rile Consultant, H. Deliverables: Consultant shall provide three (§) sets of the Schematic Design Documents, the statement of probable construction con the building program, and a Tepmt providing the Consultanes recommendations at the end of the�phasq. I. Renderings As a re inhursabte expense. Consultant shall provide at least one exterior and one interior watercolor rendering ofthe project. J. LEER Certification Consultant shall updaee the LEER checklist prepared during,the Conceptual Design phase to conform widi the current state of the design and gruject budget; with the goal of achievinz LEER Silver cerr'tfi :arion art a minimum Consultant shall be responsible to manage the on -lime certification process with die: USGBC. K. Town Direction: Gomulcatir shall not proceed with the Design Development Phase until receiving written direction from rile Town. _3_ jI. DESIGN DEVELOPMENT PHASE A. Design Development Documents; Based on the approved Schematic Design Documents and any adjustments authorized by Town in the program or the Ptoject.Design Budget, Consultant shall prepare, for approval by Town, Design Development Documents. The Design Development Drawings will consist of drawings, specifications and other documents to fiat and describe "the size and character of the entire Project as to architectural, civil, structural, _mechanical, electrical, and telecommunication systems; materials and such other elements as may be appropriate. Consultant shall prepare from the approved Schematic Design Documents, all necessary Design Development Documents, including, but not limited to, the following: 1. Architectural a. Site Plan showing location of building and proposed changes to the adjacent streets; curb, gutters, sidewalks, and the location oEexterior utilities and service lines b. Floor Plans c. Building Elevations d, Bonding Sections c. Selected Interior Elevations E Typical Wall: Sections g. Preliminary Exterior and Interior Details, including window and door selections, skylights, etc 2. Civil a. Site Demolition Plan b. Utility Relocation Plan C. Site Improvements d. Site Grading and Drainage e. Parking Plan E Preliminary Details 3. Landscape Architecture a. Hardscape Plan b. Finish Grading Plan c. Planting. Plan d. Parking Plan e. Preliminary Details -4- 4. Structural. a. Foundation and Framin- Plans 6. Column Schedule and Structural Sections c.. Draft Details and Notes conforming to applicable codes d. Notes on provisions to meer special requirements such as vibration and acoustic e. totes to indicate foundation and structural design .coinoties with the requirements of soils analysis and applicable regatremenes j. Mecl anical /Plumbing a. Plans showing double line layouts of jor duct and pilling systems . in architectural plan backgrounds, with single line branch designations b. Plans showing, space assignment, sues, etc., of HVAC equipment and mecharucal rooms d. Rises diagrams showing p[' umbing ; HVAC and special process ipi ig e. Sections through critical areas showing coordination of ar.chitectural, structural, mechanical, electrical,, and piping elements f. Prelims tart' Details and Notes on provisions to meet special requirements, such as vibration and acoustic, constraints g. Fire Sprinkler system Will bedesigiiJbUlld. Performanec� specification will be prnidzl. 6. EleciricaU.Telecommtuucations /Security A. .Plans shavvin- (space assignment, sizes, etc.,, of fixed electrical and telecommunications /data rooms and equipment, and computer mainframe rooms b. Politer flans, telecommunication plans and dau /comp Liter plans showing c. Location of mainrum and branch circuits, switches,and electrical /data outlets d.. Riser diag €amsshowing arrangements of feeds subfeeders, buss ducts, load centers and 6ranch circuit panels E. Lighting calculations and fixture layouT - - 7. Signage a. Identif , locations for all wayl riding and code required signs b. Confirm hierarchy of ezrerior "and 'interior signage c. Develop alternative concepts for principal exterior and interior sigh types; investigate typeface, gca -phic layouts, materials colors and finishes -5- B. Specifications: Consultant shall provide technical specifications that provide a description of building systems. C. Meetings: Consultant shall prepare for and attend the following meetings in Los Gatos: 1. staff 4 2. Library Subcommittee 1 3. .Library Staff 5 4. Public Presentations 3 (PC, TC) Additional.meetings, if required, will be considered Additional Services. D. Statement of Probable Construction Cost: The Coi 7 s Itant shall'' provide a revised FsE mate of Probable C"onstructioti Cost, to demonstrate the design is within the approved design budget shown in Exhibit D. The Estimate of Probable Construction Cost shall include.an appropriate design contingency and anticipated escalation costs through the mid point of construction based on the anticipated schedule for construction" shown in adiibiE E. Should the estimate of Probable Construction Cosis.submitted by Consultant exceed the design budget, Consultant shall .it the same time submit; without additional cost to the Town, reasonable alternative approaches to the design and construction of the Project that will reduce the cotistruttion costs to be equal or less Ian- the Construction Budget. E. Building Program Verification: _ — Verify the compliance of the design development documents with the building Program mcludiug area tabulations. F. Utility Company Design Coordination: Consultant sha[1 contact antic oordinate with utility companies and show work required to the interface point with the work by utility companies. Provide plans, sections and elevations to clearly detail the }work required by the contractor at the interface point and to clearly distinguish die Contractor work from the utility company- provided work. F. Add Alternates; Consultant shall update the list of possible add alternatives developed during Schematic Design and review the list with the Town. G. Town Comments: The Consultant shall review and provide a written response to all comments generated by the Town or other Town consultants, which are generated from the review of the deliverables provided by the Consultant. Fol H. Deliverables: Consultant shall provide three (3) sets ofthe Design Development Documents, the stafernerit of probable: construction cost„ the building program, and a report pr6vtding the, Coftsultartt's recd tnn'enflations at €nd athe phase. I. the LEED checklist prepared during the Schem is Design with the ificatioa, or higher, Cansukl' certification process with the J. Town Direct'on: ConMhant shall not proceed with the Construction Document Phase until receiving written direction fratrt the Tote n: III. CONSTRUCTION DOCUMEivTS" PHASE A. Constructimi Docur tints B't sed on dic approved Design Development Documents, Town's comments and changes in the Project requested byTowri, the Consultant,shall " prepaxe Fiat approval by Town, Construction Documents consisting oFDra vings and Spi: ficallo ns setting forxlz in derail the , quieements for the constr coon of the Prajecc`.` The Consultant shall prepare Construction Drawings and Specifications (Division, I through Division 16) stiFficienr For the Construction of the project. B. 1! Ieetings Consultant shall prepare for and attend the follow' meetings in Los Gatos: 1. Staff 4 2. Libtary Subcommittee 0 3. Library Staff 4. Public.Prescntarians 1 (TC) Additional meetings, if required, i ill be considered Additional Services: C. Statement of Probable Construction Cost. Provide a Revised Statements of Probable Construction Cast when the Construction Documents at Fifty (>(S %) percent and ac ninery (90 complete Cansultant sliall meet with the Town as necessary to reconcile any cost differences between the project budget -and dxe statement oFprabable tonstntction cost. Based an the final review comments by the Town and its other consultants, the Consultant shall provide a Final Statement of Prob=able construction cost prior to the start of the Bidding Phase. -7- D. Town Constructability Review: ,When the Construction Documents are complete, the Town shall have the option to engage a third party to perform a construcrability review and provide their comments to the Town for the Consultants review. The third.party review shall be completed within 14 calendar days and would include a written report to the Town. The Consultant shall meet with the Town and the third party to review the comments and the Consultant shall provide a response prior to the start of the Bidding Phase to all comments indicating what action, if any, was taken by the Consultant. Any review by the Town or a third party does not relieve tbe Consultant of its design responsibility and the design is and remains the sole responsibility of the Consultant. E Add Alternates: Consultant shalL update the list of possible add alternatives reviewed during. the Design Development phase and review the list with the-Town. F. Front End Documents: Consultant shall review and provide. comments regarding the Town'. front end documents (Division 0) including, but are not necessarily limited to: Invitation to Bid, Instructions to Bidders,. Proposal Format, Contract Agreement, General Conditions, and Construction Administration Procedures. Consultant is responsible to incorporare.the Town's front end documents with tine Consultant s Project Manual that includes the Contract Specifications (Division 1 through Division It) as part of the Bid Set. G. Town Comrnents The Consultant shall review and provide a written response to all comments generated: by the Town or other Town consultants, which are generated from the rev iew of tlue deliverables provided by the Consultant. H. Town Platt Check and Permitting: Consultant shall make all submittal requirements to obtain permits for the Project to the Town of Las Gatos Community Development Department. The Consultant shall meet with the Building Official as required to review and discuss plan review comments from the Building Official. The Consultant shall make any and all revisions to the plans and provide all submittals to the Town as required by the Town of Los Gatos Building Official in order for the Town to issue required building permits. IN I. Deliverables: Consultant shall provide four (4) sets of the Construction Documents and a statement of probable construcrion cost at fifty (50 %) complete, and six (6), sets of the Construction Documents a ninery five (95a /o) completion of the Catscruciion. Documents for review; and Building Department Platte Check. Following Building Department Back Check, Consultant shall provide four (4} sets of the Bid Set of the Construction Documents. to the Town and an additional set to: an outside printing agency for distribution by the 'fown as needed for Peitnitt ng. J. LEED Certification. ,consultant shall update the LEED checklist prepared-during the Design: Pevelopme-nt Phase to conform with the current stare of the design and p ajec budget, with the goal of achieving LEED Silver certification, or higher. Consultant shall be responsible to manage the on -line certification process with the USGBC. K_ Design Bulld Portions of the Work The following,portions of the Work will be`described as design build, or deferred Approval: elements, of the design: 1.; Fire'�ptnlders 2. StorefrontlCurrainWallsystens 3, Structural Calculations for Book Shelving 4, Nfctal stud wall framing. 5. Prefabricated trusses L. Town Direction:; Consultant shall not ptoceed with the Bidding Phase until it receives written direction from thcTowri, IV. INTERIOR DESIGN SERVICES A. Scope Of Basic Interior Design Services: The Interior Design Scope for the new Library shall include Interior Design - Services as defined belowfor all interior areas. Service shall consist of furniture programming and furnishings layout, selection and specifications of new furniture, fixtures and equipment and selection of interior colors and materials. Services shall also include design ofhuilt4n furnituresuch.as lobby' reception desks,, selection .uid pattern determination and assistance with the layout of electricalldaciltelecomm _outlet locations - as they refer to movable furniture, computers, printers, audiovisual: equipment,-etc The 'implementation of these Services will not necessarill: occur on a parallel schedule with -the architectural and engineering services,` buttio-ill be scheduled as appropriate to the nature of the work. -9- B. Meetings: The Consultant shall plan, coordinate and schedule all meetings with the Town, as deemed necessary to efficiently complete this phase of the design in a timely manner. The location of all meetings with the Town shall be in Los Gatos, unless decided otherwise by mutual agreement 1. Schematic Design 2 2. Design Development 2 3. Construction Documents 2 4. Bidding 2 In addition to the meetings described above, the Consultant shall attend project team meetings, Town council meetings, and other community:ineetings as appropriate. Additional meetings, if required, will be considered Additional Services. C. InteriorSchematcDesi gn= _ -.: -. Consultant shall incorporate information gathered in the programming phase and revise furniture layout accordingly. Consultant shall meet with the Town to review final furniture layouts and. obtain final Townarpprovals. Consultant shall meet with the Town to understand Town purchasing requirements, furniture standards or any contract with furniture suppliers that may exist. Consultant shall update the itemized furniture budget. Consultant shall develop a conceptual design approach to colors, materials, fabrics and new furniture and.miIlwork items Consultantshallprepare and present to the Town the conceptual design approach. D. Interiors Design Development: Consultant shrill refine and develop ant design items and final the selection of colors, materials, .fabrics and furniture. Consultant shall refine, develop and detail any custom millwork and update the interiors' budget and schedule. Consultant shall prepare presentation boards showing final furniture and fabric selectionsMcsigns for Town's written approval and formal presentation to the Town Council. E. Interior Documentation: Consultant shall prepare the following deliverables: plans of standard furniture items and office systems furniture, working drawings and specifications for any other special millwork. items, writen technical specifications for standard furniture items and officesystem,furniture, duplicate record binders of fabrics, • furniture cuts and Finishes. The furniture selected by this contract is for _furniture only and does not include procurement of computers, copiers or other technology equipment. Nor do the services include the selection of incidental items such as trash cans, pencil sharpeners, etc. The professional services for the office furniture include assistance with the selection of a furniture manufacture's system, finishes, electrical needs and space plan. They do not include a parts and pieces order which will be provided by the vendor, as is standard in the industry. F. Furniture Bidding: Consultant shall assisr the Town in the procurement of Furniture by assisting them in -to- purchasing directly front vendors with pre negotiated ge erntnenc contracts without campctitive bidding. or assisting them to , niped ively-bid spec& hartit xre pieces shall attend and participate in all pre -bid meetings Nvith vendors and bidders and shall review and analyze bids and make recommendations. During rhe,bidding .period Consultant shall answer fitr-niture bidders' questions. A{ Anterior CoAiiActAdministrationtinstallatton, Constrlxant shall provide the fallowing services: to lex ;: dehvety = /' st-alCacion schedules,. substituxiotis .,prepares ipe. for diange orders to be issued by rlTeTgwn, Prepare Final` punch.lisr nn: furniture items_ Consultant shall also be.available tasolve•prablents that might arise during the installation period and assist the ToF {n with close out of all vendors and work performed by contractors. V. BIDDING PHASE A. Assistance with Bidding. Consultant shall assist Town in identifying and evaluating poteutial bidd'e including, rendering interpretations and clarifications of the Drawings and Specifications in appropriatewritten form. B. Addenda:: Prepare any required Addenda rti- -The Bid Packages C, Pre -Bid Conference - The Consultant and ifs keysubconsultants Ox, at mechanical, plumbing, electrical, structural, landscape, and civil} shall attend the Pre -bid Conference and provt&a technical overview of the design intent and answer c fuesdidns frarn prospective Site. The Pre -bid Gonferenee a {till 6e held at the ptoje t s €te. Consultant shall atten d up to Two (21 additional meetings: as necessary during this Phase. D. Respond to Bidder Questions: Prepare written answers to questions, addenda, interpretations and clarifications in a timelyrnatuier and obtain Town's written approval thereof. E. Deliverables: Gonsultar t shall provide four MOM of Conformed Constructiion- Documents containing any and all changes issued by addenda during the bidding pec'totl. These documents shall be prepared and delivered two weeks after the bid date. VI. CONSTRUCTION ADMINISTRATION PHASE The scope of services provided by Architect in this phase shall he coordinated with such construction management services as Owner may elect to obtain, and the scope of Architect's services for this phase shall be separately negotiated, including compensation. A. Observation: - Consultant shall visit the site at intervals appropriate to the stage of construction to become generally familiar with the progress and quality of the Work and to determine and to advise Town in general if the Work is- proceeding in accordance with_ the Contract Documents. This includes special site visits by Consultant on a timely basis appropriate for approvals required of Consultant as specified in. the Construction Documents. However, Consultant shall not be required_ to make exhaustive or coniluuous on >sire unspecrions to'check the'quality or gtuattrity of the x:osk. B. Other Meetings; The Consultant shall attend bi- weekly job construction progress meetings. during the course of construction, and shall prepare the Project Meeting notes from these meetings. The Consultants structural, mechanical and electrical subconsultants shall visit the site as appropriate when work related to their engineering discipline is in progress. C. Construction Responsibility: Consukan€ shall not be responsiblc forconstruction means; methods, techniques; sequences or procedures, or for safety precautions and programs in connection with the Project, and shall not be responsible for the Contractor's failure to, carry out work in accordance with the Contract Documents. Consultant shall be available on site to the Contractor as reasonably required. to provide timely interpretations ofthe Drawings and Specifications to ,avoid critical project delay. D. Requests for Information: The Consultant shall be required to respond to Contractor generated RF1's in a timely - manner to avoid critical project delay. E. Access: Consultant shall ar all times have access to the work wherever it is in preparation or progress. F. Extent of Assistance by Consultant: Consultant shall assist Town in ascertaining that, to the best of Town's knowledge, information and belief, the quality of the work is in accordance with the Contract Documents (subject to an evaluation of the work) for conformance with the Contract Documents upon substantial completion, to the results of any subsequent tests required by or performed under the Contract Documents, to minor deviations -12- from the Contract Documenrss; correctable prior to - completion, ,' and that the C -ontractoT is entitled to payment -in the amount certified upon delivery of the appropriate lien waivers. G. Rejection dW - ork: ' Consultantmay recommend that Town reject-workof the Contractor, which does not conform to the Contract Documents. A- henever, in Conuultant s reasotrable opinion, it is necessary or advisable for the itnpletrientarion of the intent of Elie Contract Documents, Consultant may recommend ;pedal inspection or, testing of the - -ark in accordance with the prowisions'of the Contract Documents; whether or not such work is then fabricated, installed grcompleted'. H. Inspection, and Tests: The Consultant shall review special inspection and test reports and make written recommendations to the Town -. I. Shop Bra-wings. Cohsriltant shalt receive submittals, including shop drawh gs, product data and Samples-from the Contractor and s4kIl review and a'take appropriate action,: but only far conformance with - the design concept of the Projecr:rnd with, the p oiasions and intent of the Contract. Documents. Consultant's review and approval shill nor relieve the Contractor of its obligation to comply iiirh the Contract Documents. J. Substitutions: The Consultant shalt be required to review substitution requests within 30 clays after the -Notice to Proceed to the Contractor. After this`po nt in time, any relic -v would be an exrraserviee and the Contractor shall be required to reinibuarse the Tmvn for said extra " rvice. - K. Change Order Entitlement and Cost Estimate Review: The Consuiltant shall review entitlement and the scope of work included in. Contractor- ener`ated Request for Cban�es and provide written reconaniendations to the Town. The ToNvri shall he responsible for preparing the cost estimate and negotiating the change with the Contractor. L. Certificates of Payment The Consultant shalt review and appro Certificates of Payment submitted by the Contractor for payment by the Town. M. Project Close - Out When the Contractor indicates in writing that work or a portion thereof, has reached Subsranrial Completion, the Consultant shall visit the site and review and edit the punch list prepared b the Contractor. Once the Contractor indicates all items on the punch list have been completed, the Architect shall return to the site as needed to review and confirm the -work has been completed to the Consuhan is satisfaction. -13- Additional site visits to review incomplete work shall be an extra service and the Contractor shall be required to reimburse the Town for said extra service. M. Final Completion; After instruction from Town, Consultant shall visit the Site to determine the Dates Of Substantial Completion and Final Completion and shall issue appropriate certificates as set forth in the General Conditions. N. Warranties and Manuals: .Consultant shall review the operation and maintenance manual on all systems to be provided by the Contractor for completeness. O. Record Drawings. The Contractorshall maintain an up -to -date set ofdrawings reflecting construction , conditions of die work by the Contractor and the subcontractors, including all changes to the doctunenrs. Consultant shall review at least monthly For accuracy a_ nd completeness the as -built drawings and annotated specifications prepared by the Conrractot slaow"tng rhe. field changes to the drasvitigs and,appiopriatespecificatioits_ Consulram's review of the as -built drawings and annotated specifications, shall be based upon Consultants observations a_ t the site and its knowledge of.the contract documents. Upon cornpietion of the work, the Contractor shallforward the as -built drawings and annotated specifications to Consultant with :irs certificate as to, their accuracy. Consultant shall receive and review for accuracy and completeness the _Contractor's submission of as -built drawings, and annotated specifications -and operation-and mainrenancemanuals_ Consultant shall deliver to Town two (2) copies of the specifications based upon information supplied by the Contractor annotared ro show clearly all changes, revisions and substitutions that have been approved lay Totsm during construction to the work. From the as -built drawings, Consultant will provide Town with one (1) set of reproducible "record drawings ". Consultant shall also provide an electronic file of the plans and an electronic file in Microsoft Word of t1tc specifications. If the Town desires a hill electronic copy of the record documents, Consultant shall prepare an additional services fee proposal for the Work- -14- P. commissioning;' Consultant shall provide thefollosving basiccommissioning far di HVAC, Se Cut amdA - udifl Vi4allEag ngsystems I. HVAC Com oI ;r a. Review HVAC control system programming prior to installation and assist control subcontractor in control system debugging. b. Review ELV,.3kC futtctionaltest fortes prepatedby €he control system contractor, as required by o.tircontrot system specifrcaucrn! c. Review F functional test- Forma once they are completed by the controls. eOnEractor'. �1ttteS5l.nQ of�all £rrnCrif)nal PeSfitTP•.iC nt�Y reciliirPri d Select a subsceof FFVAGfunctional tests and'observe a siistezxi r €spo3zse and operation on -site; including up to 2 days tilt site tit ndance. The subset will include control sequencing deemed , to be caii Alex to enahre they " {tinctiatt properly, and I those canrrnt sequences drat cannot be expected to pccttr during normal operation, such as fault testing and alarms. HVAC trend reviews are expected to idenrif}rthe proper operation of normal control sequences. 2. HVAC: a. Prepare Forms for pre-functional testing. b. Review test farms after completion by HVAG contractor and signed -off by Gencral Contractor's YIP coordinator. y 3. MI-AC Trend Reviews-. a. Review up to three weeks of HVAC trend data immediatelya£ ter Functional testing to ensure control sequences are implemented and operating properly. b. Provide one formal ptiiiehiist to the controls contractor including final sigiaoff: d. Sectu and Audio VisitaMrging: a. Review Coutritetor prepared technology system testing forms. b. Conduct tectutology system acce- ptancc testing for Security and Audio VisualiNging, to confirm devices operate and respond properly and in verify correct program-mine of the system. Document items needing correction. c. Conduct ow punchwalk per system {Security and Audio VisinWaging} frith contractor and prepare: a summary of items deeding cotrection to help catch tuid deficiencies prior to the campletion of consir tetion. d. Review one time per system the record drawing; and O&M inanuals. Q. Enhanced Commissioning. Consultant shall provide enhanced commissioning services per the requirements of the LEER certification process. R. LEER Certification Consultant shall provide necessary documentation and services to submit the project to the USGBC with the intent to achieve LEER Silver certification. -I-S- VII. POSTCONSTRUCTION PHASE AND CORRECTION OF DEFECTS. The scope of services provided by Architect in this phase shall be coordinated with such construction management services as Owner may elect to obtain, and the scope of Architect's services for this phase shall be separately negotiated, including compensation. A. Eleven -Month Inspection: Between ten (l 0) and eleven (I 1) .months following the issuance of a Certificate of Occupancy and prior to the expiration of any guarantees, Town and its consultants shall visit,the Project with Contractor and; 1. Review the work andIdentify observable defects and deficiencies; 2. Evaluate the performance, durability and appearance of installed products, materials and ..systems as they relate to suitability for the use intended and to Town's construction budget; 3. Evaluate the Project's function and Town's use of the Project as reflections of the original program Intent; and 4. Submit,-no later than 335 days after issuance of certificate of occupancy, a Written report to Town concerning the foregoing. -16- EXHIBIT B PROFESSIONAL FEES A. Basic Services: s TOWN shall pay CO sISULTAMF for all services tinder rhisAgreemenP a m. odtnu m compensation nor to exceed $1,380,897, as described below: 1, iN 1I%Ai L r ll My 1V -r 1LC1VL r V I Al. rCr, rr,K rrlA3r. : - - L Schematic Design Pb.ase $237,986 2. .Design Development Phase $392,542 3. Construction Documents Phase $619;523 4. Interior Design Phase $75,000 5. Bidding Plasc S30,946 6. Construction Administration Phase $FI 7. Post - Construction -Phase $0 S. Reimbursable Expenses $25,000 TOTAL FEE - - $13$(15 897 B. Errors and Omissions:' CO ti`SUI.TANT sball. not be entitled to compensation for correction of errors and omissions in the Construction Documents. C. Reimbursable Expenses- Reimbursable Expenses are in addition rc the compensation For Basic Services and shall be actual expenditures made by Consultant and Consultant's employees and Sub - consultants in the., Interest of the Project for the expenses listed in the fallowing subparagraphs. Theoiwn shall reimburse the Consultant and its employees and Sub- Consuhancs for the followings expenses: 1. Overnight dehvety services postage, and messenger services 1 Plotting and reproduction of all tuilescone printings 3. Mileage, meals, and incidental expenses in connection with meetings: at project slue Town shrill reimburse Consultant For actual out -of- pocket costs plus 1010. D.. Construction Administration and Post Construction Phase Services: Owner and Architect agree that services provided byArchitecr'in the administration of the construction contract shall be coordinated with such construction management services as Owner may elect to obtain. Owner and Architect, therefore, agree chat they shall separately negotiate the scope of Architects services for die administration of the construction contract, indudinb conapeisation. -17- EXHIBIT C BILLING RATES The folloyaing billing rates shall be used for additional services, and are subject to annual adjustment. The Following rates are applicable through December 31, 2009. Noll & Tam Architects Hourly Rate Principal $1554175 /hour Senior PM/Project Arcf i rcct $140 /hour Project Manager $1204135 /hour Project Designer /Project Captain $110- 120 /hour Professional Staff $100-I10/hour Drafter $90400 1hour Project Assistant $657901hour Ingraham DeJesse, Structural Hourly Rate Principals $2001hour Associates 5120 -150 /hour Srrucrural Engineers $120- 146hhoUr Civil Engineers $90- 120 111our Structural Designers $75. -100 /hour CAD Operator $70 -90 1hour Junim.CAD Operator $40 -6,0 /hour Clerical $401hour Sandis, Civil Hourly Rate Principal $180 /hour Associate Principal /Senior Project Manager $154111our Project Manager $.135 /hour Project Engineer $85 -1 10 /hour Design Engineer $65 -85 1hour Computer /Engineer Technician $55 -85 1hour Clerical $50 /hour Joni Janecki &Assoc., Landscape Hourly Rate Principal $150 1hour Landscape Arcliitect /Senio.r Designer $110 /hour Project-Manager/Designer $951hour Draftsperson $85 /hour Clerical $55 /hour M Glumac Engineers, M, E, P, FP', Telecom Hourly Rare Administrative 475 #hour Asskiase Principal $205 /hour CAD Designer $1001hots CAD Technician $801haur CFD iulodelingAnalysr S2001hour CPD Modeling Tech 4170 1hour Comtnissioning Agent $1 jOYhouc Commissioning Authority $180111ortr Com[nissioniiig'Cechncian S 1251hour Design Engineer 8127 /hour Designer $ l Otil(taur Energy Analyse 12�1hattt 1391,6419 Designer 5105 /liour Principal 8225 /hour Project Engineer $17011iour Project 'Manager S 18,51hour Sr. Design Engineer 5137 1hour Sr. Designer $115 /hour Sr. Energy Analyst S1501honr Sr. Lighting Desiginer $120 /liour Sr. Lighting Designer LC 5135 /hoirr Sr, Project Engineer 517011iour Sr. Project )Manager S 195 1hour St. Manager $195ALour Technology Designer $140/hour Technology Designer RCDD- 5170 /hour 'Word Processor $671hour Pacific Geatechnical Hour lyRate Principal Geologist, Engineer $M haur Project Manager 11 $17 /hour Project )tanager I a 1671hour Senior Geologist and Engineer 8157 111our Project Geologist and Engineer 11 S140/hour Project Geologist and Engineer I 4130 /hour Staff Geologist and Engineer $ [20 /hoiu Assistant Geologisr and Engineer $110 /hoiyr Supervising Technician $110 /hour Senior Technician S1001hour Staff Technician 8910 /hoes Administrative Support $7j /lIvur Administrative Support 365 /1-iour -19- Davis Langdon, Cost Est. Hourly Rate Principals $255 - 305 1hour Associate Principals $205- 230 /hour Associatesl5eniorAssociates $180 -185 /hour Estimators $155- 165 /hour Clerical $80- 150 /hour Alice Prussin, Lighting Design Hourly Rate Principal. $ 150 /hour Project Manager $95 /hour Designer $80 1hour Matthew Williams Design, Signage Hourly Rate Design .$90 /hour Production $70 1hour Project Management 360 1hour Simon and Associates, LEED Hourly Rate President $225/hour Senior Consultant $.195 /hour Consultant $150 /hour Administration S85 1hour '%Valsh Norris, Acoustics Hourly.Rate Principal .5120=$200 /hoar Consultant $85- 100 /lxour Technical Support $45 -80 /hour Taylor Engineers, Enhanced Commissioning Hourly Rate Principal $195 /hour Senior Designer l Engineer $160 /hour Mechanical .Engineer $140 /hour Technician $1101hour -20- EXHIBIT D PROJECT BUDGETS I. PROJECT BUDGETS The Project includes -the budgets as described below: A. Total Project Budget. $18,383,086 The Toral Project Budget represents the to cal funds available to the Town of Los F aros for this project, and includes all work; including, building and site improvements, contingencies, escalation, and soft eosts, exclusive of tie items and services described in Paragraph G below, No increase in this budget will be allowed without express authorization -by the Town_ B. Construction Budget: approximately $14,4 million The construction budget includes all work including building"improvements, site improvements, library shelving, signabe, design contingency, and construction escalation,: based on the contract schedule it Exhib r E. C. Fixtures, Furnishings & Equipment Budget: approximately $2.1 million. The FF &E budget includes library shelving, fixed and" movable furnishings, signage, computers, telecom and AV equipment, security systems. FF &E design Fees, public art, and other items. D, Friends of the Library Fundraising Goal: $2.1 million To be utilized for FF &E and other project costs as outlined above. Any significant variation from these budgetary Figures may be considered a change of scope for the Consultant, and Subject to Addidonal Services. -21- EXHIBIT E CONTRACT SCHEDULE I. General Attached is the Contract Schedule that shows the overall project schedule including activities for design, and construction activities. Any significant variation from this schedule may be considered a change of scope for the Consulrant,.and subject to Additional_Services, N" L14rmxy To ofLas:Caatos 13 Febn y, i'Proposed Project Schedule - ICI Task -Flame puraGcn. -:stag 'Finish k21 1' 1 10 12014 C11J�FML1hiJ J�A'H F,;dAM;JI `SON J M;4lAJ JVt`. 3 ( �`CityCOUxllAPPro'+u ! - - of COnVan U fI2S1 SeMmaW Dasiyit .... ..- . -:. —. 30 �kS 7Ue21179 AiWt"a21N9 I - 2 3 JDR.."i APPrawk _. �LWk?: fiikjRd19 v 5 iki . 1 Daalyn Oarelopmam 44 W" iLe3t1?AO IAm aft2Si9 , $ 66 RaMaw aMAPPtowaF — 2aksT 'SUBEIiBg9i )lm %3ftl4 ' 6 Coa�runbn Dactmarts ......: 32wk; 7UeYTf59 .Mon2! ?liR n:. fir• 13U115`g lSoporlmont ReuiewarM Oack<iwr 5Wa Fua?T kM3115flo_ 863tlGg a�MC m wl Award Caa¢?rueibn - BWSS 65' -.MS Tua9119I10 7ue'.✓tino fian- J16 /t6� A{CilSY3I I ` - { '_:d,._ ztx�-`u 8 �8 u Commias orvn9 antl L =casuy S tae Yltd fA n fSti� �orSrd {3ppnTpg odays tA0i71vC1- M6671 lU� x jp 7M 19 LLSVeNh_ID -G OSIMIn)I -22- = Document G802Tn ® 2007 Amendment to the Professional Services Agreement TO: Greg Larson, City Manager (Owner or Owner's Representative) In accordance with the Agreement dated: March 4, 2010 BETWEEN. the Owner: (Name and address) Town of Los Gatos 110 E Main Street Los Gatos, CA 95030 and the Architect: (Name and address) Noll & Tam Architects 729 Heinz Avenue, No 7 Berkeley, CA 94710 for the Project: (Name and address) Los Gatos Library Authorization is requested ® to proceed with Additional Services. ® to incur additional Reimbursable Expenses, As Follows: In accordance with our fee proposals dated February 25, 2010; CA 1: Construction Administration Phase $327,200 Post Construction Phase $14,338 Reimbursable Expenses $5,000 CA 2: Visual Simulation to support EIR $8,745 CA3 Artist Selection Process $11,315 CA 4: Design of Accessible Pathway to Pageant Park $33,420 - Reimbursable Expenses $500 CA 5: East Elevation Modifications per Council and PC Direction $2,848 Amendment Number: 001 CLERKDEPAR ENT AGR Or 1HH �� ORD RESO The following adjustments shall be made to compensation and lime. (Insert provisions in accordance with the Agreement, or as otherwise agreed by the parties) Compensation: $403,366 AIA Document 6802 -2007 (formerly G606TM. 2000). Copyright 02000 and 2007 by The American Institute of Architects. All rights reserved. WARNING This Al Document Is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA Document, or any portion of It, may result In severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by ALA software at 16:05:37 an 0 310 412 01 0 under Order No.2487085580_I watch expires on 0113112011, and Is not toe resale. User Notes: .(1920350072) Time; Per schedule in original agreement dated 2/1/2009 Approved as to form: to l�r i M - wit l{�✓11e 1 ATTEST FOR THE TOWN OF LOS GATOS erk dnrinistrator AM Document G802 —2007 (formerly G608rs — 2000). Copyright 0 2000 and 2007 by The American Institute of Architects. All rights raserved. WARNING: This Al Document Is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA Document, 2 or any portion of It, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 16:05:37 on 0 310 412 01 0 under Order 1 _1 which expires on 01/311t2011, and Is not for resale. User Notes: - (1920350072) Christopher Not], Principal Greg Larson, Town Manager (Printed name and title) (Printed name and title) March 4, 2010 1 1- I , ID (Date) (Date) Contract Amendment No. 1 February 25, 2010 5 Cd architects and planners Fee Proposal For Construction Administration and Post Construction Phases Los Gatos Library r--v! 729 Hein: Avenue Berkeley CA 94710 510.649.8295 fox 510.649.3008 Construction Administration Phase $341,538 Noll & Tam $�07 Ingraham DeJesse, Snuct - $20 Clumac, M /E /P /T /AV /SEC /FP $48 Taylor Eng., Enhanced Comm. $9 Alice Prussin, Lighting $6 JoniJanecld, Landscape $9 Sandis, Civil $6 Simon and Assoc., LEED $13. Williams, Signage $5 _Matthew Subtotal $327 Post Construction Phase Noll & Tam $3,888 Simon and Assoc.. LEED a, n 6cn wBandtam.rom Total Professional Fees $341,538 Reimbursable Expenses $5,000 Total Fee Proposal $346;538 This Page Intentionally Left Blank d R L a 0 U N C O r O a r m M r d U 2 CL y 0 0 rd U 7 C L 7 U S F V Z B J O O J O 3 F V G ° 3 ° d Y N r m d v a Z m LL D N a � Y t� F O O O P N m O O b N n$ O V C N N O P m O O O NN In [ 8 O f 2 a y O 0 N b 1 X N N N Y in 3 4 m S4 ti ti ti0 IL k § / /k ƒk \\ o= ze §\ k\\ !&® !§i z no \ ƒ T.F. IIH:.: ! | ;) t ;\ | ;. ,_!!. )!! ;! �\ ■!!( /,: )� Contract Amendment No. 2 February 8, 2010 Fee Proposal Visual Simulation to Support EIR Los Gatos Library 5 Chi architects and planners o—� l I 729 Heim Avenge Hours /Rate Prin. PM Prof. Tech. Description $175 $140 $135 $100 Total $ 1. Digital modeling and rendering 1 0 2 83 $8,745 Total Professional Fee $8,745 Ber CA 94710 510.649.8295 Fax 510.649.3008 volland'am.com Total Fee Proposal $8,745 Contract Amendment No. 3 February 8, 2010 Fee Proposal For Artist Selection Process Los Gatos Library 5 Ct Haws /Rate architects and planners r--a Prin. r-1 O Tech. t I � 729 Hein. Avenue $175 Berkeley $100 CA 94710 1. 510.649.8295 1 fax 510.649.3008 4 nollandtam..e, Total Fee Proposal $11,315 Haws /Rate Prin. PM Tech. Description $175 $140 $100 Total$ 1. Call for Entries advertising and posting 1 0 4 $575 2. Respond to Artist questions, distribute RFP and other 2 0 6 $950 . support materials 3. Collect Phase 1 entries and package for review 0 0 4 $400 4. Review Phase 1 entries with Committee 8 8 0 $2,520 5. Respond to bidders about results of Phase 1 selection 1 .0 1 $275 process 6. Coordinate with lutists on Phase 2 submittals, provide 4 0 12 $1,900 supporting information and.background documents, respond to technical questions, 7. Collect Phase 2 entries and package for review 0 0 4 $40o 8. Phase 2 Artist Presentations to Committee, and 8 8 0 $2,520 deliberation and selection of finalist(s) 9. Respond to bidders about results of Phase 2 selection 1 0 1 $275 process 10. Coordination with artists about final artwork, technical 0 0 0 $0 issues, desgn issues, construction issues 11. CeneralAdm inistrationandcoordination 4 0 8 $1,500 Total Professional Fee $11,315 Total Fee Proposal $11,315 Contract Amendment No. 4 8 February, 2010 Fee Proposal For Design of Accessible Pathway to Pageant Park and Children's Garden Los Gatos Library 5 Ct architects and planners r� 729 Heinz Avenue Phase I Task Total Fee A. Noll d- Tam Architects $8,340 B. Saudis - Civil $8,690 C. Joni Janeeld and Assoc: Landscape $11,000 D. Glurrac- HVAC, Electrical $1,320 E. Igraham Dejesse - Structural $1,100 F Alice Prussia - Lighting $1,320 G Davis Langdon - $1,100 H Rich Hubble - SpeciEcations $550 TOTAL PROFESSIONAL FEE - Basic Services $33,420 I. Reimbursable Expense Allowance - $500 TOTAL PROPOSED FEE $33,920 Basis of Proposal - 1. Design new accessible pathways to both levels of Pageant Pack from the Library Plaza 2. Removal of mechanical and elearrical equipment by others 3. Complete design of Children's Garden Not included in Fee Proposal: 1. Underground utility survey 2. Geotechnieai report 3. Permit, utility, and other fees 4. Optional Survey and recommendations for the renovation of the balance of Pageant park (additional $2,750) 5. Relocation of existing equipment: generator, chiller or other on existing pad 7. Re- connection of existing equipment or capping of existing utilities 8. Demolition of existing structures or removal of trees 9. Services, products, and meetings not described in fee breakdowns attached. Berkeley CA 94710 510.649.8295 fax 510.649.7008 nolloorlLM.com 8 February, 2010 Contract Amendment No. 4 Pee Proposal For Design of Accessible Pathway to Pageant Park and Children's Garden - Los Gatos Library NOLL & TAM FEE BREAKDOWN Hours /Rate Fria. PM Prof. Tech. Phase I Task $175 $140 $120 $100 Total $ 1. Desfen and Construction Documents A. Organization and Project Management B. Prelim design alts, w /Landscape C. Meeting w /Town Staff D. Develop site plan, lighting plan, and Children's garden E. Coordinate Consultants P. Complete Drawings and Spew G. Cost estimate review and coordination H. LEED coordination 2 8 0 $1,470 .4 4 4 $1,660 4 4 0 $1,260 2 2 12 $1,830 0 4 2 $760 0 2 8 $1,080 0 1 0 $140 0 1 0 8140 TOTAL NOLL & TAM PROFESSIONAL PEE $8,340 Contract Amendment No. 5 Febmaty 12, 2010 Fee Proposal East Elevation Modifications per Council and PC Direction Los Gatos Library 5 Ct 4 architects and planners 729 Heinz Avenue Hours /Rate Prin. PM Prof. Tech. Description $175 $140 $135 $100 Total $ 1. Library East Elevation Design Changes; 1.5 0 1 24.5 $2,848 Design alternatives and modifications to construction documents Total Professional Fee $2,g4g Berkeley CA 94710 510.649.8295 fax 510.649.3008 notlandeam.mm Tonal Fee Pro osal $2,848 This Page Intentionally Left Blank ® T :I1'4 I Document G802'N — 2007 Amendment to the Professional Services Agreement TO: Greg Larson, Town Manager (04vner or:Oilmer's Representative) Amendment Number: 002 In accordancewith thoAgreement dated: August 11, 2010 BETWEEN the Owner: (Name andaddress) Town ofLos Gatos 110 E. Main Street Los Gatos„ CA '95030 and:the Architect:. - (Name and address) -Noll & Tam Architects 729 Heinz Avenue, No. '7 Berlcetcy, CA 94710 for the Project! (Name and address) Los Gatos Library Approved as to form: MIChc�el r1ar eli�,an- I��wn, C.1 1ttr�rte , �t ATOS Authorization 1s requested ta:proeeed with Additional Services. ❑ to incur additional Reimbursable Expenses. As Follows; CA :6: 'Donor - Related Signage and Associated Renderings The following adjustments shall be made to compensation and time. (Inser( provisions in.accordance with the Agreement, or as otherwise agreed by the parties.) Compensation: $40,650 Time: On going .PIA Document Ge112- —2007 (formerly G606 -- 2000). Copyright ® 2000 and 2007 by The American Institute of Architects. All rights reserved. WARNING: This Ale Document Is protected by U.S, Copyright Law and International Treaties. Unauthorized reproduction or distribution of this A] A' Document, .1 or any portion of It, may result In severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 17:57:21 on 00111/2010 under Order N0.2487085580 1 which - expires on 0173112011, and Is not for resale. User Notes: — (1664567378) Chirstopher Noll, Principal Greg Larson, Town Manager (Printed name and title) (Printed name and title) August 11, 2010 q ' E I ID (Dale) .(Date) Contract Amendment No. 6 6 August, 2010 Fee Proposal For Design and Coordination of Donor - Related Signage and Associated Renderings Los Gatos Library PROFESSIONAL FEE SUMMARY Phase / Task Total Fee 1. Matthew Williams Design, Graphic Design $16,500 2, Markus Liu, Watercolor Renderings $4,440 3. Noll & Tam, 2D and 3D computer Renderings $3,200 4. Design and Coordination $14,770 5 Additional Design Meeting (allowance) $ 1,740 TOTAL PROPOSED FEE $40,650 Basis of Proposal 1. Cost of Fabrication of signage is not included. FEE BREAKDOWN Hours /Rate Prin. PM Prof. Tech. Phase / Task $175 $135 $115 $90 Total $ 1. Matthew Williams Design, Graphic Design A Design Fee 1616,)UU Subtotal $16,500 2. Markus Liu, Renderings A. Children's Entry $960 B. Parent Resources Area $960 C. Lobby & Cafe $960 D. New Releases $960 E. Local History $960 P. Less Noll & Two contribution ($360) Subtotal $4,440 3. Noll & Tam, 2D and 3D computer Renderings A. Nurdle Nooks $600 B. Pageant Park Wall $400 C. Conference Room $400 D. Donor Wall Elevation $400 E. Donor Tree / Leaves $400 P. Valley Foundation Plaque $400 G. Staircase View w/ Revised Art Wall and Donor Wall - $600 Subtotal $3,200 4. Design and Coordination A Design mud Coordination 41 6 59 0 $14,770 Subtotal (Allowance) $14,770 5. Additional Design Meeting (allowance) A Allowance for one additional meeting if required 6 0 6 0 $1,740 Subtotal $1,740 ' AIA Document G802 TM -2007 Amendment to the Professional Services Agreement T0: Greg Larson, Town Manager (Owner or Owner's Representative) Amendment Number: 002 ra accordancewith the Agreement dated: August 11, 2010 BETWEEN the Owner: (Name andaaddress) Town of Los Gatos 1 to ,E Main Sheet Los Gatos, CA 95030 and the Architect: (Name and address) Noll & Tam Architects 729 Rehiz Avenue, No. I Berkeley, CA 94710 for the Project: (Name - andaddress) Los Gatos Library Approved as to form: 1Wlchnel C�lcty e11��c)vjyklnit %T'A . Authorization is requested ATTEST FOR THE TOWN OF LOS GATOS ® to proceed with Additional Services. ❑ -to incur additional Reimbursable Expenses, I As Follows: C erk A ministrator CA 6: Donor-Related Signage and "Associated Renderings The following adjustments shall be made to compensation and time. (Insert provisions in.accordance with the Agreement, or as - otherwise agreed by the parties) Compensation: $40,650 Time: Oil going AIA Document G802' —2007 (formerly G606lu — 2000). Copyright @2000 and 2007 by The American Institute of Architects. All rights reserved. WARNING: This AIA Document Is protected by U.B. Copyright Law and International Treaties, Unauthorized reproduction or distribution of this AIA' Document, or any portion of It, may result In severe clvll and criminal penalties, and will he prosecuted to the maximum extent possible under the law. This document was produced by AIA software a117:57:21 an 08/11/2010 under Order No.2487085500_i which expires on 0113112011, and is not lar resale. User Notes: (1664567378) Chirstopher Noll, Principal Greg Larson, Town Manager (Printed name and title) (Print name and title) ( August 11, 2010 vl - Z. - t o (Date) (Date) Contract Amendment No. 6 6 August, 2010 Fee Proposal For Design and Coordination of Donor - Related Signage and Associated Renderings Los Gatos Library PROFESSIONAL PEE SUMMARY 1. Matthew Williams Design, Graphic Design - $16,500 2. Markus Liu, Watercolor Renderings $4,440 3. Noll & Tam, 2D and 3D computer Renderings $3,200 4. Design and Coordination $14,770 5 Additional Design Meeting (allowance) $1,740 _ TOTAL PROPOSED FEE $40,650 Basis of Proposal 1. Cost of Fabrication ofsignage is not included. PEE BREAKDOWN Hours /Rate Fria. PM Prof. Tech. Phase /Task $175 $135 $115 $90 Total$ 1. Matthew Williams Design, Graphic Design A Design Fee .DtoJw Subtotal $16,500 2. Markus Liu, Watercolor Renderings A. Children's Entry $960 B. Parent Resources Area $960 C. Lobby & Cafd $960 D. New Releases $960 E. Local History $960 F. Less Noll & Two contribution ($360) Subtotal $4,440 3. Noll & Tam, 2D and 3D computer Renderings A. Nmdte Noohs $600 B. Pageant Park Wall $400 C. Conference Room $400 D. Donor Wall Elevation $400 E. Donor Tree / Leaves $400 F. Valley Foundation Plaque .$4o0 G. Staircase View w/ Revised Art Walt and Donor Wall $600 Subtotal $3,200 4. Design and Coordination A. Design and Coordination _ 41 6 59 0 $14,770 770 5, Additional Design Meeting (allowance) A. Allowance for one additional meeting if required 6 0 6 0 $1,740 Subtotal $1,740 ® AI Document G802'o — 2007 Amendment to the Professional Services Agreement TO: Greg Larson, Town Manager (Owner or Divner'sRepresentative) Amendment Number: 002 In accordance withthe Agreement dated: August 11, 2010 BETWEEN the Owner: ,(Name and.addiess) Town of Los Gatos 110 E Main Street Los Gatos, CA 95030 and the Architect. .(Name andaddress) Noll & Tam Architects 729 Heinz Avenue; No. 7 Berkeley, CA 94710 for the. Project: (Name and address) Los Gatos Library ATTEST`FOR THE Approved as to form. (vjje -kteil 1�16t.YR.1�Crr IYYlC'_r1'rrl - �lutL11 QF�GY 11 "�>, Authorization is requested M to proceed with Additional Services. ❑ to incur additional Reimbursable Expenses. As Follows: Jerk A ministrator CA -6: Donor - Rolated Signage and Associated Renderings The following adjustirents.shall be made to compensation and time. (Insert provisions in accordanceipith the Agreement, or as otherwise agreed by the parties) Compensation: $40,650 Time: On going Chirstopher Noll, Principal (Printed narne and title) August 11, 2010 (Date) OF LOS GATOS 0 a/ (Signaiffre) Greg Larson, Town Manager ` (Printed na and title) `I (Date) AIA Document QW02 - -2007 (formerly G606 *" -2000). Copyright 02000 and 2007 by The American Institute of Architects. All rights reserved. WARNING: This Al Document Is protected by U.B. Copyright Law and International Trestles. Unauthorized reproduction or distribution of this Al Document, .� or any portion of It, may result In severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AlA soaware at 17:57:21 on 08/1112010 under Order No2487085580_1 which expires on 01/3112011, and Is not for resale, User Notes: (1664567378) Contract Amendment No. 6 6 August, 2010 Fee Proposal For Design and Coordination of Donor - Related Signage and Associated Renderings Los Gatos Library PROFESSIONAL FEE SUMMARY Phase / Task Total Fee 1. Matthew Williams Design, Graphic Design $16,500 2. Markus Liu, Watercolor Renderings $4,440 3. Noll & Two, 2D and 3D computer Renderings $3,200 4. Design and Coordination $14,770 5. Additional Design Meeting (allowance) $1,740 TOTAL PROPOSED FEE $40,650 Basis of Proposal 1. Cost of Fabrication of signage is not included. 'FEE BREAKDOWN Hours /Rate Prin. PM Prof. Tech. Phase /Task $175 $135 $115 $90 Total$ 1. Matthew Williams Design, Graphic Design A. Design Fee .F16,70U Subtotal $16,500 2. Markus Liu, Watercolor Renderings A. Children's Entry $960 B. Parent Resources Area $960 C. Lobby & Cafe $960 D. New Releases $960 E. Local History $960 F. Less Noll & Tam contribution ($360) Subtotal $4,440 3. Noll & Tam, 2D and 31) computer Renderings A. Nurdle Nooks $600 B. Pageant Park Wall $400 C. Conference Room $400 D. Donor Wall Elevation $400 E. Donor Tree / Leaves $400 F. Valley Foundation Plaque $400 G. Staircase View w/ Revised Art Wall and Donor Wall $600 Subtotal $3,200 4. Design and Coordination A. Design and Coordination 41 6 59 0 $14,770 Subtotal (Allowance) $14,770 5• Additional Design Meeting (allowance) A. Allowance for one additional meeting, if required 6 0 6 0 $1,740 Subtotal $1,740 EXHIBIT A AMENDMENT TO AGREEMENT FOR CONSULTANT SERVICES This AMENDMENT TO AGREEMENT FOR CONSULTANT SERVICES is entered into this the day of , 2011, by and between the TOWN OF LOS GATOS, State of California, herein called "Town," and NOLL & TAM ARCHITECTS INC., herein called "Consultant." RECITALS A. Town and Noll & Tam Architects Inc. entered into an agreement for design consultant services in February, 2009 ( "Agreement "), a copy of which is attached hereto as and incorporated herein by reference. B. Consultant will provide additional design services which were not included in the original contract, in connection with Project 09 -06 — Los Gatos Public Library Proj ect. AMENDMENT 1. The Agreement is hereby amended to provide additional design services for this project in accordance with this Amendment as shown on the letter from Noll & Tam Architects Inc. dated April 28, 2011 (Exhibit A), attached hereto and incorporated herein by this reference at a cost not to exceed $99,885. 2. Time of Performance; The service period of the consultant agreement shall be extended to June 30, 2012. 3. All other terms and conditions of the Agreement dated February, 2009 remain in full force and effect. IN WITNESS WHEREOF, the Town and Consultant have executed this Amendment to the Agreement for Consultant Services as of the date indicated on page one. Town of Los Gatos, by: Noll & Tam Architects Inc. by: Greg Larson, Town Manager Department Approval: Todd Capurso Director of Parks and Public Works Approved as to Form: Judith Propp, Town Attorney EXHIBIT B 28 April, 2011 Bruce Smith Town of Los Gatos 100 Villa Ave. Los Gatos, CA 95031 Re: Additional Services Request Dear Bruce, As you requested, we are providing a summary of our request for additional services, following yesterday's meeting attended by you, Greg Larson, Pamela Jacobs, and Kevin Rohani. The following is an item by item description of the decisions made on outstanding Noll & Tam Architects Additional Service Requests. Additional information and backup for the individual items has already been provided in previous correspondence. ASR 8: Review and Coordination of Substitution Request for Raised Access Floor $2,008.00 ASR 9: Review and Coordination of Substitution Request for Subgrade Waterproofing $6,205.00 ASR 10: Preparation of a Submittal Schedule as Required by Contract Documents $1,318.00 ASR 11: Changes to the Patio Design Due to Foundation Changes $1,448.00 ASR 12: Additional Reimbursable Expenses to Cover Unforeseen Costs $10,040.00 ASR 13: Additional AV System Programming, Design, and Documentation $15,889.00 ASR 14: Review and Coordination of Substitution Request for Wood Ceilings $1,980.00 5 Cd architects and planners rat T--4 1 Q p � 1: 729 Hena Avenue Berkeley CA 94710 510.649.8295 fax 510.649.3008 nollandtam.com ASR 15: Additional Services to coordinate Public Art into building: $12,970.00 (1/2 of expenses to date plus projected costs to completion) ASR 17: Construction Administration Phase Pees $48,027.00 (1/2 of difference between original proposal and negotiated contract, plus two additional months of construction duration at $15k per month) Total Additional Service Request: $99,885.00 Please feel free to contact me if you have any questions. Sincerely, 0, '�e' Chris Noll Noll 6-Tam Architects cc: Pamela Jacobs Kevin Rohani Greg Larsen