The URL can be used to link to this page

Home My WebLink AboutItem 4.11 FireStations17&18Agmt CITY CLERK File # 600-30 AGENDA STATEMENT CITY COUNCIL MEETING DATE: October 16, 2001 SUBJECT: Consultant Services for Fire Stations 17 & 18 Report prepared by: Herma Lichtenstein, Development Manager Parks & Facilities ATTACHMENTS: 1. Consultant Services Agreement RECOMMENDATION:~<~N1'2/~7 ^11 Approve Agreement Authorize Mayor to execute Agreement FINANCIAL STATEMENT: The proPosed fee for services is $771,250. Sufficient funds are available in the Fiscal-Year 2001-2002 Budget to execute the Agreement. DESCRIPTION: In June of 1999 the Cities of San Leandro, Dublin and the County of Alameda developed a program and prototype design for several new fire stations within the three jurisdictions served by the Alameda County Fire Department. The Fire Station prototype program defines general building and site requirements for new facilities including two proposed locations in Eastern Dublin. In March of 2000 City Council approved the prototype and directed staff to begin the process of acquiring land for the Eastern Dublin fire stations and contracting with Consultants. The two proposed fire stations will be located on Madigan Rd. (Station 17) near Emerald Glen Park and on Fallon Rd (Station 18) within the area of the proposed 68 acre sports park. Station 17 will be designed by BSA and constructed by the City. Station 18 will :be designed by BSA and constructed by Dublin Ranch Acquisitions, LLC, the Developer through a separate improvement agreement, as required by the conditions of approval for Tentative Map 7135. Staff and the Alameda County Fire Department revieWed proposals from CJW Architects and. BSA Architects to prepare design and construction documents for the two fire stations. It is recommended that the City Council select BSA Architects to provide Architectural Services for both Stations. Further, the proposed Fire Station Prototype has been reviewed by representative of Alameda County Waste Management Authority for compliance with Green Building Guidelines. They have provided preliminary recommendations for building materials and energy efficiency. These recommendations will be incorporated into the design of the new buildings wherever possible. CONSULTANT SERVICES AGREEMENT The proposed Consultant Services Agreement is shown in Attachment 1. work under the Agreement is shown below. A summary of the scope of fire St contract (3).doc COPIES TO: BSA/Alameda County Fire/Martin Interbitzen Jl ~i~ ITEM NO. SCHEMATIC DESIGN PHASE Phase I: Program Review and Site Assessment Project Kickoff Meeting The Architect will convene a kick-off meeting, attended by key participants. The group will review and confirm the Project schedule. Initial assignments will be identified and communication lines will be established among Project participants. The meeting will include; Initial Site Tour, Meeting Schedule, Review Existing Studies, Review City's Guidelines Project Budget and Schedule. Program Review and Site Assessment The Architect will review all existing documents and pertinent information regarding the Fire Station Prototype, existing site conditions and City and County Fire Department requirements. Phase II: Conceptual Alternatives Conceptual Plan Configuration The Architect will look at the previous plans prepared for the City of San Leandro and work with the City and Fire Department to confirm plan design and make minor refinements as required. Develop Exterior Altematives The Architect will create two (2) exterior alternatives for each site along with one (1) revision if required and a story-board which incorporates the surrounding architectural features if appropriate. Review with City Staff The Architect will meet with the City and Fire Department to review these design options, discuss them and decide on the preferred direction for further study. Present Options The Architect will prepare presentation drawings of the two preferred alternatives including elevations and diagrammatic floor plans. Project Cost Estimate The Architect will do a conceptual construction and overall Project cost estimate at this phase, and will review it with construction and cost consultants. Overall Project costs include construction, fees and permits, fumishings and equipment, and contingencies. Present to City Council The Architect will present these materials to the City Council for its review and input. The goal is that the Council will make a recommendatiOn as to the preferred option. Based on the mutually agreed-upon program, schedule and construction budget requirements, the Architect shall prepare, for approval by the City, Schematic Design Documents consisting of the following: a. Code search on the building, including meeting with representatives of the Community Development, Public Works and Fire Departments to determine relevant code requirements. · b. Site Plans c. Landscape Plans d. Schematic Grading, Drainage and Utility Plans e. Floor Plans f. Exterior Elevations g. Building Sections h. Preliminary Engineering diagrams and System Descriptions. i. Exterior Materials Board j. Outline Specifications DESIGN DEVELOPMENT PHASE Based on the approved Schematic Design Documents and any adjustments authorized by the City in the program, schedule or construction budget, the Architect shall prepare, for approval by the City Council, Design Development Documents consisting of the following drawings and other documents; architectural, structural, mechanical and electrical systems, materials and other elements as may be appropriate or necessary to enter the construction document phase. The Architect will submit a more comprehensive Design Development estimate of Construction Cost based on current area, materials volume or other unit costs. In preparing the Design Development Documents the Architect will incorporate value engineering recommendations if appropriate. CONSTRUCTION DOCUMENTS PHASE Based on the approved Design Development Documents the Architect shall prepare Construction Documents consisting of Drawings and Specifications. These will include final furnishing and equipment selections, final.phasing plan, and stmctural and energy calculations required by the local building authority. The Architect will present any adjustments to previous preliminary estimates of Construction Cost indicated by changes in requirements or general market conditions. This will include a polling of current market conditions in the specific project area at approximately 50% completion of the constmction documents and at 90% of Project constmction documents. BIDDING OR NEGOTIATION PHASE The Architect will assist in obtaining bids or negotiated proposals and in awarding and preparing contracts for construction. The scope includes the preparation of addenda, which will be issued. CONSTRUCTION PHASE-ADMINISTRATION OF THE CONSTRUCTION CONTRACT The Architect will provide basic services for the Construction Phase with the award of the Contract for Construction and through sixty days after substantial completion of the Project. SUB-CONSULTANTS ¸a. g. h. i. j. k. Structural Engineering: Mechanical Engineering: Electrical Engineering: Specifications: Cost Estimating: Landscape Architecture: Civil Engineering: Acoustical Consulting: Signage and Graphics: Energy Analysis: Interiors: DASSE Mechanical Design Studio O'Mahony & Myer Topflight Specs Davis Langdon Adamson Carducci Associates Kier & Wright Charles Salter & Associates Donnelly Design BEC Consulting BSA Architects It is anticipated that the Construction Documents will be completed for bid within nine months followed by a twelve-month construction schedule for the building. The Architect will segregate its costs for Station 17 and Station 18 to allow for proper accounting of the two stations given that Station 18 will be constructed by Dublin Ranch Acquisitions, LLC. AGREEMENT made as of the 16thday of October in the year of Two Thousand and One. BETWEEN the Owner: City of Dublin 100 Civic Plaza Dublin, CA 94568 And the Architect: BSA Architects A California Corporation 350 Pacific Avenue, 3rd floor San Francisco, CA 94'111 (together the Owner and Architect are the "Parties") For the following Project: Two new Fire Stations, to be located within the City of Dublin. The buildings will be approximately 11,500 square feet and 8,000 square feet in size. Fire Station #17 (approximately 11,500 square feet) will be constructed by Owner. Fire Station #18 (approximately 8,000 square feet) will be constructed by DR Acquisitions, LLC, the developer of Dublin Ranch Area A, pursuant to conditions of approval of Master Tentative Map 7135 for Dublin Ranch Area A, in accordance with the construction documents prepared pursuant to this Agreement. Both Fire Station buildings will be designed and constructed so as to integrate with and relate to each other and the surrounding buildings. It is anticipated that both stations will be designed and constructed during the same time frame. The Owner and Architect agree as set forth below. TERMS AND CONDITIONS OF AGREEMENT BETWEEN OWNER AND ARCHITECT ARTICLE 1. ARCHITECT'S RESPONSIBILITIES 1.0. ARCHITECT'S SERVICES 1.0.1. The Architect's services consist of those services performed by the Architect, Architect's employees and Architect's consultants as enumerated in Articles 2 and 3 of this Agreement and any other services included in Article 12. 1.0.2. The. Architect's services shall be performed as expeditiously as is consistent with professional skill and care and the ordedy progress of the Work. 1.0.3. This Agreement is based on a schedule for performance of the Architects design services to be completed .for bid in ten months. The schedule includes allowances for periods of time required for the Owner and by consent of the owner; input from Alameda County Fire Department and DR Acquisitions, LLC to Agreement Between Dublin and Architect - Fire Stations Page 1 of 28 October 16, 2001 review and approve submissions by the Architect. The Architect shall completely perform each service identified in the schedule prior to the completion date therein. If completion of a portion or if the entire Project is delayed as a result of the Owner or other reviewing entity taking more time to review and approve a complete submission by the Architect than the amount of time provided in the schedule for such review and approval, then the completion date for that portion or the entire Project, and the completion date for any service that cannot be commenced or completed until said service is completed, shall be extended by the number of days in excess of that provided in the schedule that the Owner or other reviewing entity took to review and approve the submission. In addition, if completion of a service or of the entire Project is delayed for other reasons through no fault of the Architect, the completion date for that service or the entire project, and the completion date for any service that cannot be commenced or completed until said service is completed, shall be extended by the number of days caused by the delay. 1.0.4. Architect shall not be compensated for any basic services which are not completed by completion dates Set forth in the schedule for the Project. ARTICLE 2. SCOPE OF ARCHITECT'S BASIC SERVICES 2.0. GENERAL 2.0.1. The Architect's Basic Services consist of those described in Paragraphs 2.1 through 2.5 and any other services identified in Article 12 as part of Basic Services, and include normal engineering services. 2.1 SCHEMATIC DESIGN PHASE 2.1.1. Phase I: Site Assessment. a. Project Initiation. The Architect will initiate the Project, and set up a system for documenting the Project and organizing communication. (i) Project Kickoff Meeting. The Architect will convene a kick-off meeting, attended by key participants including representatives from Alameda County Fire Department and DR Acquisitions, LLC.. The group will review and confirm the Project schedule. Initial assignments will be identified-and communication lines will be established among Project participants. Minutes will be kePt and distributed. (ii) Initial Site Tour. The Architect, representatives of the Owner, representatives of the Alameda County Fire Department and DR Acquisitions LLC will tour sites 17 and 18 to introduce the Architect to key issues and problems. Agreement Between Dublin and Architect - Fire Stations Page 2 of 28 October 16, 2001 (iii) Meeting Schedule. The Architect will share with the key Project participants an initial list of interviews and meetings to be scheduled. Based on the information gathered in this Project initiation stage the Architect shall prepare an updated Project schedule, list of interviews and meetings, directory of Project participants and minutes of the Project kickoff and distribute these materials to Project participants. (i) Review Existing Studies. The ArChitect will gather and review any existing studies, reports or planning documents regarding the services and operations of the proposed Fire Stations to become familiar with any previous planning efforts and goals and objectives. (ii) Review City's Guidelines. The Architect will, at this early stage, meet with the City's Planning Staff, so that .the Architect can learn of any other zoning or environmental constraints on the site. The Architect will look at maximum footprint, setback, FAR and height restrictions. b. Project Budget and Schedule. (i) Establish a Firm Schedule and Budget. The Architect Will meet with representatives of the City County Fire Department and DR Acquisitions LLC to establish a firm schedule and budget for the Project. Information the Architect gathers in that meeting will help guide later portions of work. The Architect will draw upon the initial Fire Station Prototype report, augmented by additional information from the Architect's cost estimator to set up a working budget document that takes into account anticipated costs for construction, fees and permits, constructiOn management, tests and inspections, furnishings and equipment, and change order contingencies. (ii) Based on the information, the Architect will provide the City. a preliminary budget memo and a schedule document. 2.1.2 Phase I1: Conceptual Alternatives (i) Conceptual Plan Configuration. The Architect will look at the previous plans prepared for the City of San Leandro and work with the Owner, representatives of the Alameda County Fire Department and DR Acquisitions LLC to confirm plan design and make minor refinements as required Agreement Between Dublin and Architect - Fire Stations Page 3 of 28 October 16, 2001 (ii) Develop Exterior Alternatives. The Architect will create two (2) exterior alternatives for each site along with one (1) revision if required by Owner and a story board which incorporates the surrounding architectural features if appropriate. (iii) Review with Owner. The Architect will meet with the Owner, representatives of the Alameda County Fide Department and DR Acquisitions, LLC, to review these design options and receive input from the Owner, representatives of the Alameda County Fire Department and DR Acquisitions, LLC. Based upon the above input, Owner will then decide on the preferred direction for further study. (iv) Presentation Drawings. The Architect will prepare presentation drawings of the two preferred alternatives for Stations 17 and 18 including elevations and diagrammatic floor plans. (v) Project Cost Estimate: The Architect will do a conceptual Construction and overall Project cost estimate at this phase, and will review it with construction and cost consultants including a review by DR Acquisitions LLC cost estimator. Overall Project costs include construction, fees and permits, furnishings and equipment, and contingencies. (vi) Present to City Council. The Architect will present these materials to the City Council for its review and input.. The goal is that the Council will make a recommendation as to the preferred option. 2.1.3. 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 the following: a. Code search on the building, including meeting with representatives of the Community Development Department, Public Works Department and Fire Department to determine relevant code requirements. Site Plans Landscape Plans Schematic Grading, Drainage and Utility Plans Floor Plans Exterior Elevations Building Sections Preliminary Engineering diagrams and System Descriptions. Exterior Materials Board Outline Specifications Agreement Between Dublin and Architect - Fire Stations Page 4 of 28 October 16, 2001 2.2, 2.1.4. The Architect shall submit to the Owner a preliminary estimate of Construction Cost based on current area, volume, materials and/or other unit costs. 2.1.5. The work required in this phase will include a maximum of four meetings. DESIGN DEVELOPMENT PHASE 2.2.1. Based on the approved Schematic Design Documents and any adjustments authorized by the Owner in the schedule or construction budget, the Architect shall prepare, for approval by the Owner, Design Development Documents consisting of-the following 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 or necessary to enter the construction document phase. In preparing the Design Development Documents the Architect shall incorporate value engineering recommendations from the Owner's Construction Manager. The Architect shall coordinate and review design concepts with City maintenance personnel. m. n. O. p. q. r. Building Code Analysis Site Layout Plans Landscape and Preliminary Irrigation and Planting Plans Grading, Drainage and Utility Plans Representative Site Details Floor Plans Roof Plan Exterior Elevations Building Sections Representative Wall Sections and Related Details Selected Intedor Elevations and Enlarged Plans Reflected Ceiling Plans Preliminary Door, Window and Finish Schedules Structural Plans and Sections and Typical Details Mechanical and Electrical Layouts Outline Specifications Lighting cutsheets Access and Egress Plans 2.2.2. The Architect shall submit to the Owner a more comprehensive Design Development cost estimate based on current area, materials volume or other unit costs. The preliminary cost estimate referred to in this paragraph and any adjustments thereto shall indicate, in a level of detail satisfactory to the Owner, the cost of each category or work involved in constructing the Project and shall include an estimate of the period of time required from the commencement to the Agreement Between Dublin and Architect - Fire Stations Page 5 of 28 October 16, 2001 2,3, completion of construction of the Project. The Architect shall provide separate construction cost eStimates for each of the two fire stations. 2.2.3. The work of this phase shall include a maximum of four meetings. The four meetings shall include a meeting with appropriate representatives of the City of Dublin or county agencies to whom the documents will be submitted for plan check and permits and a presentation to the City Council at which the Architect will present the estimate of Construction Costs as required by subparagraph 2.2.2. 2.2.4. The Architect shall advise the Owner of any need or advisability of the Owner's securing any tests, analyses, studies, reports, or consultant's services in connection with the development of the design and construction documents for the Project and which of the two fire station requires such tests, analyses, studies, reports or consultant's services. CONSTRUCTION DOCUMENTS PHASE 2.3.1. Based on the approved Design Development 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 Technical Specifications setting forth in detail the requirements for the construction of the Project, including final furnishing and equipment selections .and structural and energy calculations required by the local building authority. Said Construction Documents, Drawings and Specifications shall incorporate a cost estimate at 50% completion based on a polling of current market conditions in the specific project area. Should cost be in excess of 15% of the design development estimate, Architect shall incorporate value engineering recommendations as approved by the Owner. 2.3.2. The Architect shall coordinate the technical specifications with the bidding requirements, contract requirements and general conditions for both station 17 and 18. The Architect's scope of services shall be limited to technical coordination and shall no[ include legal advice or insurance matters. 2.3.3. Construction drawings and specifications, or other construction documents or contract documents submitted for approval or to any contractors for bidding or negotiation shall be prepared to the standard of professional care and in compliance with all applicable codes, ordinances, statutes, regulations and laws, except to the extent expressly and specifically otherwise stated in detail in writing by Architect at the time of such submission. By submitting the same for construction contract purposes, Architect certifies that Architect has identified any test, studies, analyses or reports which are necessary or advisable to be performed at that point in time. Architect shall additionally confirm these facts in writing at such time. Agreement Between Dublin and Architect - Fire Stations Page 6 of 28 October 16, 2001 2.4, 2.5, 2.3.4. Upon completion of this portion of the work the Architect, through the Owner will make available a complete set of reproducible construction drawings and specifications for Station 18 to' DR Acquisitions, LLC. These drawings will be bid separately from Station 17. 2.3.5. The Architect shall advise the Owner of any adjustments to estimates of Construction Cost for Station 17 indicated by changes in requirements or general . market conditions. The Architect shall submit to the Owner updated estimates of Construction costs for station 17 only upon completion of the 90% construction set to be the basis for the engineers estimate. 2.3.6. The Architect shall assist the Owner in connection with the Owner's responsibility for filing documents for Station 17 required for the approval of governmental authorities having jurisdiction over the Project. However, the Owner is responsible for the payment of any costs related to the filing and processing of said documents. 2.3.7. The work of this phase shall include a maximum of four meetings. BIDDING OR NEGOTIATION PHASE 2.4.1. The Architect, following the approval of the Construction Documents and of the latest preliminary estimate of Construction Cost, shall assist in the bid process for both Fire Stations. The scope of services includes the preparation of addenda which will be issued by the Construction Manager. 2.4.2. Architect shall provide the Owner a complete plot set of electronic drawing files and black and white 8¼ inch by 11 inch Project specifications for both fire stations. Architect shall also provide the City with an electronic ACAD current version of the plan set drawings and an MS Word version of Project specifications. The City will use the electronic plan set drawings and Project specifications only for record documentation. CONSTRUCTION pHASE-ADMINISTRATION OF THE CONSTRUCTION CONTRACT 2.5.1. It is anticipated that Station 17 and 18 will be built and constructed by separate parties (Station 17 by the City of Dublin, Station 18 by DR Acquisitions, LLC.) The Architect will provide full construction administration services as set forth under 2.5.3 for Station 17. For Station 18 the Architect's services shall be limited to those items specifically set forth in this Section 2.5, Construction Phase Administration of the Construction Contract. 2.5.2. The Architect's responsibility to provide basic services for the Construction Phase under this Agreement commences with the Notice to Proceed for Agreement Between Dublin and Architect - Fire Stations Page 7 of 28 October 16, 2001 Construction and terminates sixty (60) days after substantial completion of construction for both Station 17 and 18. "Substantial completion" as used in this paragraph shall mean the stage in the process of the Work when the Work or designated portion thereof is sufficiently complete-in accordance with the Construction Documents so the Owner can occupy, accept or utilize the Work for its intended use. 2.5.3. The Architect shall provide administration of the Construction Contract as set forth in AIA Document A2.01, General Conditions of the Contract for Construction (1987 Edition), together with, and as amended by the Owner's supplementary general conditions and other documents included or incorporated into the Construction contract. 2.5.4. The duties, responsibilities and limitations of authority of the Architect may be reasonably restricted, mOdified or extended by the Owner after the date of this Agreement, and if they are substantially restricted, modified or extended without written agreement of the Owner and Architect, then Architect's compensation shall not be equitably adjusted. 2.5.5. Should the Architect's duties and responsibilities and limitations of authority for Station 18 be modified or extended beyond the date of this agreement the Architect shall not be obligated to perform the work unless additional compensation can be negotiated by the City with DR Acquisitions, LLC. 2.5.6. The Architect, with the concurrence of the Construction Manager, shall generally oversee and review the Work for both Stations. The Architect, with the approval of the Construction Manager, in each case, shall oversee the Contractor with regard to matters set forth in the Drawings and Specifications. In addition to any specific responsibilities assigned elsewhere in the Contract Documents, the Construction Manager shall decide any and all questions which may arise as to the rate of progress of the Work. The Architect shall have authority to act on behalf of the Owner only to the extent provided in this Agreement. 2.5.7. The Architect shall visit sites for Stations 17 and 18 once every week to become generally familiar with the progress and quality of the Work completed and to determine in general if the Work is being performed in a manner indicating that the Work when completed will be in accordance with the Contract Documents. However, the Architect shall not be required to make exhaustive or continuous on-site observations as an Architect. The Architect shall keep the Owner informed of the progress and quality of the Work and shall endeavor to guard the Owner against defects and deficiencies in the Work. The Architect shall issue written reports of such reviews and shall conduct additional reviews as an additional service hereunder at any other time requested by the Owner. Agreement Between Dublin and Architect - Fire Stations Page 8 of 28 October 16, 2001 2.5.8. The Architect shall not have control over or charge of and shall not be responsible for construction means, methodS, techniques, sequences or procedures, or for safety precautions and programs in connection with the Work. The Architect shall not be responsible for the Contractor's schedules or failure to carry out the Work in accordance with the Contract Documents. The Architect shall not have control over or charge of acts or omissions of the Contractor, Subcontractors, or their agents or employees, or of any other persons performing portions of the Work. 2.5.9. The Architect shall have reasonable access to the Work wherever it is in preparation or progress. 2.5.10. Except as may otherwise be provided in the Contract Documents or when direct communications have been specially authorized, the Owner and Contractor shall communicate through the Architect and the Construction Manager. The Owner may consult with the Architect regarding the selection and performance of the Construction Manager. Communications by and with the Architect's consultants shall be through the Architect. 2.5.11. The Architect and Construction Manager shall jointly review Contractor's Applications for Payment for Stations 17 and 18. The Construction Manager shall have the sole authority to certify and authorize payment of the amounts due the Contractor. 2.5.12. The Architect's review for payment shall constitute a representation to the Owner, based on the Architect's observations at the site as provided in Subparagraph 2.5.7 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, quality of. the Work is in accordance with the Contract Documents. The foregoing representations are subject to an evaluation of the Work for conformance with the Contract Documents upon Substantial Completion, to results of subsequent tests and inspections, to minor deviations from the Contract Documents correctable prior to completion and to specific qualifications expressed by the Architect. The issuance of a Certificate for Payment shall further constitute a representation that the Contractor is entitled to payment in the amount certified. However, the issuance of a Certificate for Payment 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 copies of requisitions received from Subcontractors and material suppliers and other data requested by the Owner to substantiate the Contractor's right to payment or (4) ascertained how or for what purpose the Contractor has used money previously paid on account of the Contract Sum. Agreement Between Dublin and Architect - Fire Stations Page 9 of 28 October 16, 2001 2.5.13. The Architect shall notify the City regarding any Work which does not conform to the Contract Documents for both Station 17 and 18. Whenever the Architect considers it necessary or advisable for implementation of the intent of the Contract Documents, the Architect shall have authority, with approval of the City, to require additional 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 to a duty or responsibility of the Architect to the Contractor, Subcontractors, material and equipment suppliers, their agents or employees or other persons performing portions of the Work. 2.5.14. For both StatiOn 17 and 18 the Architect shall review or take other appropriate action upon Contractor's submittals such as Shop Drawings, Product Data and Samples for the purpose of: (1) assuring compliance with applicable laws, statutes, ordinances, codes, orders, rules and regulation; and (2) assuring that the Work affected by and represented by such submittals is in compliance with the requirements of the Contract Documents. Architect shall not knowingly permit such aspects of the construction work to proceed in the absence of approved shop drawings and submittals. The Architect's action shall be taken within 10 working days of receipt, with an additional 5 working days for sub- consultant review, unless otherwise agreed upon in advance of any specific submittals. Review of such submittals is not conducted for the purpose of determining the accuracy and completeness of other details such as dimensions and the quantities for substantiating construction for installation or performance of the equipment or systems designed by the Contractor, all of which remain the responsibility of the Contractor to the extent required by the Contract Documents. The Architect's review shall not constitute approval of safety precautions or, unless otherwise specifically stated by the Architect, of construction means, methods, techniques, sequences, or procedures. The Architect's review of a specific item shall not indicate approval of an assembly of which the item is a component. When professional certification of performance characteristics of materials, systems or equipment is required by the Contract Documents, the Architect shall be entitled to rely upon such certification to establish that the materials, systems or equipment will meet the performance criteria required by the Contract Documents. 2.5.15. For Station 17 and 18 the Architect shall review and assist the Owner or the Construction Manager as directed in preparing Change Orders and Construction Change Directives, with supporting documentation and data if deemed necessary by the Architect as provided in Subparagraphs 3.2.2 and 3.2.3, for the 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 not inconsistent with the intent of the Contract Documents. Agreement Between Dublin and Architect - Fire Stations Page 10 of 28 October 16, 2001 2.5.16. For Station 17 and 18 the Architect shall assist the Construction Manager in the inspection and review of the Work to determine the date or dates of Substantial Completion and the date of final completion, shall receive and forward to the Owner for the Owner's review and records written warranties and related documents required by the Contract Documents and assembled by the Contractor, and shall issue a final Certificate for Payment upon compliance with the requirements of the Contract Documents. 2.5.17. For Station 17 and 18 the Architect shall interpret and decide matters concerning performance of the City, DR Acquisitions or the Contractor under the requirements of the Contract Documents on written request of the City. The Architect's response to such requests shall be made with reasonable promptness and within any time limits agreed upon. 2.5.18. Interpretations and decisions of the Architect shall be consistent with the intent of and reasonably inferable from the Contract Documents and shall be in writing or in the form of drawings. 2.5.19. Architect hereby represents, promises and warrants to Owner that Architect is financially solvent and possesses sufficient experience, licenSes, authority, personnel and working capital to complete the services required hereunder; that Architect has visited the sites for the Project and thoroughly familiarized itself with the local conditions under which the services required hereunder are to be performed; and that Architect shall correlate its observations thereof with all of the requirements of this Agreement and of the Construction Contract Documents. 2.5.20. The Architect shall render written opinions as requested by the Owner within a reasonable time on all claims, disputes or other matters in question between the Owner and Contractor relating to the execution or progress of the Work as provided in the Contract Documents. The Architect shall render written opinions as requested by DR Acquisitions, LLC within a reasonable time on all claims, disputes or other matters in question between DR Acquisitions, LLC and its contractor relating to the execution or progress of the Work as provided in the Contract Documents. 2.5.21. '~Vork" as that term is used in this Agreement shall include the work of construction of both stations. Through a separate agreement, Owner will obtain a right-of-entry or other similar right for Architect to enter onto the property owned by DR Acquisitions, LLC for purposes of carrying out Architect's obligations under Section 2.5 for Fire Station #18. Such agreement will also include DR Acquisitions, LLC's consent for Architect to provide the services described in this Paragraph 2.5 in connection with DR Acquisitions, LLC's contract for construction of Fire Station #18.. Agreement Between Dublin and Architect - Fire Stations Page 11 of 28 October 16, 2001 2.6. DISAPPROVAL PROGRESS PRINTS 2.6.1. Owner' shall have the right to disapprove any portion of the Architect's work on the Project, including, but not limited to, schematic phase, design development phase, construction documents phase, bidding or negotiation phase or construction phase work, and any other design work or documents, on any reasonable basis, including, but not limited to, aesthetics, or because in the Owner's opinion, the construction cost of Such design is likely to render such work or the Project infeasible. In the event that any phase of the Architect's work is not approved by the Owner, the Architect shall proceed, when requested by the Owner, with revisions. When these revisions are made to drawings previously approved under previous phases, in which case.such revision services shall be paid as additional services. Should there be substantial reVisions to the original program after the approval of schematic drawings, which changes substantially increase the scope of design services to be furnished hereunder, Architect shall so notify Owner in writing and receive approval from Owner, before proceeding with revisions necessitated by such changes. No payment, of any nature whatsoever, will be made to Architect, for additional work or services, without such written approval by Owner. 2.6.2. Upon Owner's request at any time dudng the design or construction phases of this Agreement and as often as so requested, Architect shall promptly provide Owner with progress prints. Owner shall at all times have reasonable access to the files and personnel of Architect relating to the Project in order to answer any reasonable questions Owner may have relating to the Architect's performance on the Project. ARTICLE 3. ADDITIONAL SERVICES 3.0. GENERAL 3.0.1. The services described in this Article 3 are. not included in Basic Services unless so identified' in Article 12, and they shall be paid for by the Owner as provided in this Agreement, in addition to the compensation for basic Services. The services described under Paragraphs 3.1 and 3.3 shall only be provided if authorized or confirmed in writing by the Owner and Architect. If services described under Contingent Additional Services in Paragraph 312 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 that such services described under Paragraph 3.2 are not required, the Owner shall give prompt written notice to the Architect. If the Owner indicates in writing that all or part of such Contingent Additional Services are not required, the Architect .shall have no obligation to provide those services. Agreement Between Dublin and Architect - Fire Stations Page 12 of 28 October 16, 2001 3.1 PROJECT REPRESENTATION BEYOND BASIC SERVICES 3.2, 3.1.1. If more extensive representation at the site than is described in Subparagraph 2.5,7 is required, the Architect shall provide one or more Project Representatives to assist in carrying out such additional on-site responsibilities. 3.1.2. Project Representatives shall be selected, employed and directed by the Architect, and the Architect shall be compensated therefore as agreed by the Owner and Architect. The duties, responsibilities and limitations of authority of Project Representatives shall be described in the edition of AIA Document B352 current as of the date of this Agreement, unless otherwise agreed. 3.1.3. Through the observations by such Project Representatives, the Architect shall endeavor to provide further protection for the Owner against defects and deficiencies in the Work, but the furnishing of such Project representation shall not modify the rights, responsibilities or obligations of the Architect as described elsewhere in this Agreement. CONTINGENT ADDITIONAL SERVICES 3.2.1. Making revisions in Drawings, Specifications or other documents when such revisions are beyond the original scope of services or budget including: a. inconsistent with approvals or instructions previously given .by the Owner, including revisions made necessary by adjustments in the Owner's program or Project budget; b. required by the enactment, interpretation or revision of codes, laws or regulations subsequent to the preparation of such documents; or c. due to changes required as a result of the Owner's failure to render decisions in a timely manner. d. ComPleting documents for either building oUt of phase with each. other 3.2.2. 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. 3.2.3. Preparing Drawings, Specifications and other documentation and supporting data, evaluating Contractor's proposals, and providing other services in connection with Change Orders and Construction Change Directives, when such Change Orders and Construction Change Directives are issued solely as a result of some action or inaction on the part of the Owner. Agreement Between Dublin and Architect - Fire Stations Page 13 of 28 'October 16, 2001 3.2.4. Providing services in connection with evaluating substitutions proposed by the Contractor and making subsequent revisions to Drawings, Specifications and other documentation resulting therefrom. 3.2.5. 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. 3.2.6. Providing services made necessary by the default of the Contractor, by major defects or deficiencies in the Work of the Contractor, or by failure of performance of either the Owner or Contractor under the Contract for Construction. 3.2.7. Providing services in evaluating an extensive number of claims submitted by the Contractor or others in connection with the Work. 3.2.8. Providing services in connection with a public hearing, arbitration proceeding or legal proceeding except where 'the Architect is party thereto. 3.2.9. 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. 3.3. OPTIONAL ADDITIONAL SERVICES Providing analysis of the Owner's needs and programming the requirements for the Project. 3.3.1. Providing financial feasibility or other special studies. 3.3.2. Providing special surveys, environmental studies and submissions required for approvals of governmental authorities or others having jurisdiction over the Project. 3.3.3. Providing services to make measured drawings of existing conditions or facilities, except where such drawings are reasonably necessary to permit the Architect to properly perform other Basic Services. 3.3.4. Providing services to verify the accuracy of drawings or other information furnished by the Owner. 3.3.5. Providing coordination of construction performed by separate contractors or by the Owner's own forces and coordination of services required in connection with construction performed and equipment supplied by the Owner. Agreement Between Dublin and Architect - Fire Stations Page 14 of 28 October 16, 2001 3.3.6. Participation in meetings in addition to those outlined in Article 2 of this agreement. 3.3.7. Making investigations, inventories of materials or equipment, or valuations and detailed appraisals of existing facilities. 3.3.8. Substantial work in connection with the requirements of Owner's agents, representatives, vendors; i.e. bankers, insurance company, etc. Proposed language for any certificates or certifications requested of the Architect shall be submitted to the Architect for review and approval at least 15 days prior to the date on which they are needed by the Owner or due to be submitted to others. The Owner shall not request and the Architect shall not be required to execute certificates or certifications which would require knowledge or services beyond the scope of this Agreement or which would impose on the Architect obligations which exceed the standard of care. 3.3.9. Providing assistance in the utilization of equipment or systems such as testing, adjusting and balancing, preparation of operation and maintenance manuals, training personnel for operating and maintenance, and consultation during operation. 3.3.10. Providing services after completion of the Construction Phase. 3.3.1 1. Providing services of consultants for other than those listed in article 12 of this Agreement. 3.3.12. Providing services to create a computer generated three dimensional "virtual model" of the building, including 3 copies of a video of the model. 3.3.13. Providing any other services not otherwise included in this Agreement or not customarily furnished in accordance with generally accepted architectural practice. ARTICLE 4. OWNER'S RESPONSIBILITIES 4.0. The Owner shall be responsible for coordinating all of the information or services listed in this Article 4 for both Stations 17 and 18. 4.1 T.he Owner shall with the assistance of the Architect provide full information regarding requirements for the Project, including a program which shall set forth the Owner's objectives, schedule, constraints and criteria, including special equipment, systems and site requirements. 4.2. The Owner shall with the assistance of the Architect establish and update an overall budget for the Project, including the Construction Cost, the Owner's other costs and reasonable contingencies related to all of these costs. Agreement Between Dublin and Architect - Fire Stations Page 15 of 28 October 16, 2001 4.3 The Owner shall designate a representative authorized to act on the Owner's behalf with respect to the Project. The Owner or such authorized representative shall render decisions in a timely manner pertaining to documents submitted by the Architect in order to avoid unreasonable delay in the orderly and sequential progress of the Architect's services. 4.4. The Owner shall furnish surveys describing physical characteristics, legal limitations and utility locations for the site of the Project, and a written legal 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-way, restrictions, easements, encroachments, zoning, deed restrictions, boundaries and contours of the site; locations, dimensions and necessary data pertaining to existing buildings, other improvement and trees; and information concerning available utility services and lines, both public and private, above and below grade, including inverts and depths. All the information on the survey shall be referenced to a Project benchmark. 4.5. The Owner shall furnish the services of geotechnical engineers when such services are requested by the Architect. Such services may include but are not limited to test borings, test pits, determinations of soil bearing values, percolation tests, evaluations of hazardous materials, ground corrosion and resistivity tests, including necessary operations for anticipating sUbsoil conditions, with reports and appropriate professional recommendations. The Architect shall review and confirm the sufficiency of any tests and information furnished to Architect by or on behalf of the Owner pursuant to this Paragraph 4.5. 4.5.1. The Owner shall furnish the services of other consultants when such services are reasonably required by the scope of the Project and are requested by the Architect. 4.6. The Owner shall furnish structural, mechanical, chemical, air and water pollution tests, tests for hazardous materials, and other laboratory and environmental tests, inspections and reports required by law or the Contract Documents. 4.7 The Owner shall furnish all legal, accounting and insurance counseling services as may be necessary at any time for the Project, including auditing services the Owner may require to verify the Contractor's Applications for Payment or to ascertain how or for what purposes the Contractor has' used the money paid by or on behalf of the Owner. 4.8. Unless otherwise expreSsly provided in this Agreement, the services, information, surveys and reports required by Paragraphs 4.3 through 4.7 shall be furnished at the Owner's expense, and the Architect shall be entitled to rely upon the accuracy and completeness thereof. Agreement Between Dublin and Architect - Fire Stations Page 16 of 28 October 16, 2001 4.9. Prompt written notice shall be given by the Owner to the Architect if the Owner becomes aware of any fault or defect in the Project or nonconformance with the Contract Documents. 4.10. To the extent that forms of certificates or certifications have not been agreed upon prior to the execution of this Agreement or attached hereto by. way of exhibit, the proposed language of certificates or certifications which are requested of the Architect or Architect's consultants shall be submitted to the Architect for review and approval of at least fourteen (14) days prior to the requested or required execution date. Owner may require and Architect shall execute, as part of its basic services hereunder, any certificates or certifications customarily, commonly or reasonable required on projects of this type. 4.11. The Owner shall require the Contractor to provide the Owner with record drawings indicating the location and size of all underground or imbedded construction not covered in the original drawings, change orders, supplemental drawings, or Shop Drawings. The Contractor shall be required to record such construction on reproducible drawings furnished to the Contractor by the Owner. The Contractor shall be required to submit completed record drawings to the Architect for review. Such a review by the Architect shall not relieve the Contractor of his or her responsibilities for the accuracy and completeness of the information recorded. 4.12. Notwithstanding anything to the contrary in this Article 4, the Owner shall be required to furnish information or services described in this Article 4 only to the extent that such information or service is both reasonably required and actually requested by Architect in order to perform Architect's services under this Agreement. 4.13 The provisions of this Article 4 shall be applicable to Fire Station #17. Through a separate agreement, Owner will obtain a right-of-entry or other similar right for Owner to enter onto the property owned by DR Acquisitions, LLC for purposes of carrying out Owner's obligations under Article 4, and providing information and studies required by Article 4, with respect to Fire Station #18. ARTICLE 5. CONSTRUCTION COST 5.0. DEFINITION 5.0.1. The Construction Cost shall be the total cost or estimated cost to the Owner of all elements of the Project designed or specified by the Architect at 90% completion of Construction Documents for Station 17 5.0.2. The Construction Cost shall include the cost at current market rates of labor and materials furnished by the Owner and equipment designed, specified, selected or specially provided for by the Architect, plus a reasonable allowance for the Contractor's overhead and profit. In addition, a reasonable allowance for Agreement Between Dublin and Architect - Fire Stations Page 17 of 28 October 16, 2001 5.1. contingencies shall be included for market conditions at the time of bidding and for change in the Work during construction. 5.0.3. Construction Cost does not include the compensation of the Architect and Architect's consultants, the costs of the land, rights-of-way, financing or. other costs which are the responsibility of the Owner as provided in Article 4. RESPONSIBILITY FOR CONSTRUCTION COST 5.1.1. Evaluations of the Owner's Project budget, preliminary estimates of Construction Cost and detailed estimates of Construction Cost, if any, prepared by the Architect, represent the Architect's best judgment as a design professional familiar with the construction industry. It is recognized, however, that 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 from any estimate of Construction Cost or evaluation prepared or agreed to by the Architect for Station 17. ARTICLE 6. USE OF ARCHITECT'S DRAWINGS, SPECIFICATIONS AND OTHER DOCUMENTS 6.0. For both station 17 and 18 original drawings and specifications are the property of the Architect; however, the Project is the property of the Owner, and Architect may not use the drawings and specifications therefore for any purpose not relating to the Project without Owner's consent. Owner shall be furnished with such reproductions of drawings and specifications as Owner may reasonably require. Prints shall be furnished, as an additional service, at any other time requested by Owner. All such reproductions shall be the property of the Owner who may use them without Architect's permission for any property purpose relating to the Project, including, but not limited to, additions to or completion of the Project and distribution to DR Acquisitions, LLC for separate bidding. 6.1. Submission or distribution of documents to meet official regulatory requirements or for similar purpOses in connection with the Project is not to be construed as publication in derogation of the Architect's reserved rights. 6.2. Due to risk of damage, anomalies in transcription and modification during use, whether intended or otherwise, it is agreed that the Architect shall archive a copy of the electronic media transferred to the Owner, the contents of which it is expressly agreed shall be conclusive proof in all disputes over the content of electroniC media furnished to the Owner. Hard paper copies of the information contained on the electronic media are available and their use is recommended. Use of the electronic media at the Owner's election' shall be at the sole risk of the Owner. Agreement Between Dublin and Architect - Fire Stations Page 18 of 28 October 16, 2001 'ARTICLE 7. DISPUTE RESOLUTION 7.0. All claims, disputes or other matters in question between the parties to this 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 dispute resolution action. A demand for mediation shall be made within a reasonable time after the claim, dispute or other matter in question has arisen. In no event shall the demand for mediation be made after the date when the institution of legal or equitable proceedings based on such claim, dispute or other matter in question would be barred by the applicable statutes of limitations. The mediation requirement in this Article 7 shall not preclude either Party from exercising any legal right to sue. ARTICLE 8. TERMINATION, SUSPENSION OR ABANDONMENT 8.0. 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. 8.1. If the Project is suspended by the Owner for more than 30 consecutive days, the Architect shall be compensated for services performed prior to notice of such suspension. When the Project is resumed, the Architect's compensation shall be equitably adjusted to provide for expenses incurred in the interruption and resumption of the Architect's services. 8.2. This Agreement may be terminated by the Owner upon not less than seven days' written notice to the Architect in the event that the Project is permanently abandoned. If the Project is .abandoned by the Owner for more than 90 conSecutive days, the Architect may terminate this Agreement by giving written notice. 8.3. Failure of the Owner to make payments to the Architect in accordance with this Agreement may be treated by the Architect as substantial nonperformance and cause for termination. No failure on the part of either party of this Agreement to exercise its rights hereunder shall be or operate as a waiver, release or relinquishment of any rights or powers conferred under this Agreement. 8.4. If the Owner fails to make payment when due the Architect for services and expenses, the Architect may, upon seven days' written notice to the Owner, suspend performance of services under this Agreement. Unless payment in full is received by the Architect within seven days of the date of the notice, the suspension shall take effect without further notice. 8.5. 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. Agreement Between Dublin and Architect - Fire Stations Page 19 of '28 October 16, 2001 8.6. In the event that the Owner terminates this Agreement prior to completion of construction, or the Owner chooses to engage the Architect for partial or less than full serVices, the Owner agrees to indemnify, defend and hold the Architect harmless from and against any and all claims, liabilities, suits, demands, losses, costs and expenses, including reasonable attorneys' fees and all legal expenses and fees incurred on appeal, and all interest thereon, accruing or resulting to any and all persons, firms, or any other legal entity, on account of any damage or loss to property or persons, including death, arising out of the Project, except where the Architect is found to be solely liable for such damages or losses by a court or forum of competent jurisdiction. 8.7. In the event of any termination under this Article 8, the Architect consents to Owner's selection of another Architect of Owner's choice to assist the Owner in any way in completing the Project. Architect further agrees to cooperate and provide any information requested by Owner in connection with the completion of the Project and consents to and authorizes the making of any reasonable changes to the design of the Project by Owner and such other architect as Owner may desire. Any serVices provided by Architect which are requested by Owner after termination shall be fairly compensated by Owner. ARTICLE 9. MISCELLANEOUS PROVISIONS 9.0. Unless otherwise provided, this agreement shall be governed by the laws of the State of California. 9.1. Should any legal proceeding be commenced between the parties to this Agreement seeking to enforce any of its provisions, including, but not limited to, fee provisions, the prevailing party in such a proceeding shall be entitled, in addition to such other relief as may be granted, to a reasonable sum for attorney's fees which shall be determined by the court or forum in such a proceeding or in a separate action brought for that purpose. For purposes of this provision, "prevailing party" shall include a party which dismisses an action for recovery hereunder in exchange for payment of the sum allegedly duel performance of covenants allegedly breached, or consideration substantially equal to the relief sought in the action or proceeding. 9.2. Causes of action between the parties to this Agreement pertaining to acts or failures to act shall be deemed to have accrued and the applicable statutes of limitations shall commence to run not later than either the date of SubStantial Completion for acts or failures to act occurring prior to Substantial Completion, or the date of issuance of the final Certificate for Payment for acts or failures to act occurring after Substantial Completion. 9.3. The Owner and Architect waive all rights against each other and against the contractors, consultants, agents and employees of the other for damages, but only to the extent of actual recovery of any insurance proceeds. The Owner and Architect each shall require similar waivers from their contractors consultants and agents. Agreement Between Dublin and Architect - Fire Stations Page 20 of 28 October 16, 2001 9.4. 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 and legal representatives of such other party with respect to al covenants of this Agreement. Neither Owner nor Architect shall assign this Agreement without the written consent of the other. 9.5. This Agreement represents the entire and integrated agreement between the Owner and Architect and supersedes all prior negotiations, representations or agreements, either written or oral. This Agreement may be amended only by written instrument signed by both OWner and Architect. 9.6. 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. 9.7. Unless otherwise provided in this Agreement, the Architect and Architect's consultants shall have no responsibility for the discovery, presence, handling, removal or disposal of or exposure of persons to hazardous materials in any form at the Project site, including but not limited asbestos, asbestos products, polychlorinated biphenyl (PCB) or other toxic substances. The Owner acknowledges that the Architect is unable to reasonably obtain professional liability (Errors and Omissions) or other insurance for claims adsing out of the performance or failure to perform professional services related to the investigation, detection, abatement, replacement or removal of products, materials or processes containing asbestos, asbestos-related materials, or other hazardous substances. Accordingly, the Owner hereby agrees that no claim or suit for negligence, breach of contract, indemnity or any other cause of action will be brought by the Owner against the Architect arising out of the presence of asbestos, asbestos- related materials, or any other hazardous substance, in any form whatsoever, as defined by the Environmental Protection Agency or any other public authority, in any building or structure that is the subject of services Performed by the Architect on this Project. The Owner further agrees to indemnify, defend and hold the Architect harmless from and against any and all claims, liabilities, suits, demands, losses, costs and expenses, including reasonable attorneys' fees and all legal expenses and fees incurred on appeal, and all interest thereon, accruing or resulting to any and all persons, firms or any other legal entity, on account of any damage or loss to property or persons, including death, arising out of the presence of hazardous substances, including, but not limited to, asbestos or asbestos-related materials, except where the Architect is found to be solely liable-for such damages or losses by a court or forum of competent jurisdiction.. However, Architect shall report to the Owner the presence and location of .any hazardous material which it notices. 9.8. The Architect shall have the right to include' representations of the design of the Project,' including photographs of the exterior and interior, among the Architect's promotional and professional materials. The Architect's materials shall not include the Owner's confidential or proprietary information if the Owner has previously advised the Architect in .writing of the specific information considered by the Owner to be confidential Agreement Between Dublin and Architect - Fire Stations Page 21 of 28 October 16, 2001 or proprietary. The Owner shall provide professional credit for the Architect on the construction sign and in the promotional materials for the Project. 9.9. Notwithstanding any other provision in this Agreement to the contrary, nothing contained herein shall be construed: a. to constitute a guarantee, warranty or assurance, either express or implied, that the Architect's Services will yield or accomplish a perfect outcome for the Project; or b. to obligate the Architect to exercise professional skill or judgment greater than that which can reasonably be expected from other architects under like circumstances; or c. as an assumption by the Architect of the liability of any other party. ARTICLE 10. PAYMENTS TO THE ARCHITECT 10.0. 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, such as employment taxes and other statutory employee benefits, insurance, sick leave, holidays, vacations, pensions and similar contributions and benefits. 10.1. REIMBURSABLE EXPENSES 10.1.1. Reimbursable Expenses will be charged in addition to the compensation for Basic and Additional Services and include expenses incurred by the Architect and Architect's employees and sub-consultants in the interest of the Project, as identified in the following Clauses. These costs charged at a mark up of five percent (5%) above direct costs. The only expenses that shall be Reimbursable Expenses are described in this Section 10.1.1. a. Expense of transportation on connection with the Project; expenses in connection with authorized out-of-town travel; long-distance communications; and fees paid for securing approval of authorities having jurisdiction over the Project. b. Expense of reproductions, postage and handling of Drawings, Specifications and other documents. c. If authorized in advance by the Owner, expense of overtime work requiring higher than regular rates. Agreement Between Dublin and Architect- Fire Stations Page 22 of 28 October 16, 2001 d. If authorized in writing in advance by the Owner expense of computer-aided design and drafting equipment time when used in connection with the Project. 10.1.2. However, notwithstanding anything in this Agreement, in no event shall Reimbursable Expenses exceed $20,000 per Station. This cost does not include printing of bid sets or construction sets. 10.2. PAYMENTS ON ACCOUNT OF BASIC SERVICES 10.2.1. An initial payment as set forth in Paragraph 11.1 is the minimum payment under this Agreement. 10.2.2. Subsequent payments for Basic Services shall be made monthly and, where applicable, shall be in proportion to services performed within each phase of service, on the basis set forth in Subparagraph 11.1.2. 10.2.3. If and to the extent that the time initially established in Subparagraph 11.3.1 of this Agreement is exceeded or extended through no fault of the Architect, compensation for any services rendered during the additional period of time shall be computed in the manner set forth in Subparagraph 11.2.3. 10.2.4. Architect shall not be entitled to receive payment hereunder until Architect has provided such lien waivers, including lien waivers from Architect's consultants, detailed description of services, and sworn statements of certificates regarding Architect's services and compliance with the requirements of this Contract as Owner may reasonably require in connection with Architect's request for payment. 10.3. PAYMENTS ON ACCOUNT OF ADDITIONAL SERVICES 10.3.1. Payments on account of the Architect's Additional Services and for Reimbursable Expenses shall be made monthly upon presentation of the Architect's statement of services rendered or expenses incurred. 10.3.2. Architect shall present each month a statement of additional services rendered and reimbursable expenses incurred for the preceding month. Architect expressly waives any right to payment for any additionally services rendered if Architect does not give written' notice of its claim that the services are additional within twenty days of rendering the services and if such services are not billed as additional, services within sixty (60) days following their rendition. 10.4. PAYMENTS WITHHELD No deductions shall be made from the Architect's compensation on account of penalty, liquidated damages or other sums withheld from payments to contractors, or on account Agreement Between Dublin and Architect- Fire Stations Page 23 of 28 October 16, 2001 of the cost of changes in the Work other than those for which the Architect has been found to be liable. 10.5. ARCHITECT'S ACCOUNTING RECORDS Records of Reimbursable Expenses and expenses pertaining to Additional Services and services performed on the basis of a multiple of Direct Personnel Expense shall be available to the Owner or the Owner's authorized representative at mutually convenient times. These records shall be preserved by the Architect for a period of three Years after final payment. 10.6 SEPARATE ACCOUNTING FOR FIRE STATION #17 AND FIRE STATION #18 Architect will segregate all time and expenses as between work done for Fire Station #17 and for Fire Station #18 'and will provide Owner with such information in a form mutually satiSfactory to Owner and Architect. ARTICLE 11. BASIS OF COMPENSATION The Owner shall compensate the Architect as follows: 11.0. AN INITIAL PAYMENT OF Fifteen Thousand Dollars ($15,000) shall be made upon execution of this Agreement and credited to the Owner's account at final payment. 11.1. BASIC COMPENSATION 11.1.1. FOR BASIC SERVICES, as described in Article 2, and any other services included in Article 12 as part of Basic Services, Basic Compensation shall be computed as follows: Monthly invoices shall be based on percentage of completion of Architect's services for each given phase, sub-consultant charges and reimbursable costs incurred during that period. Charges shall be on a lump sum basis, with a total fee for services of $731,250. Should the estimated maximum for each phase not be used, any balance shall carry forward into the next phase of work. However, no portion of the $166,700 budgeted for Construction Administration in Subparagraph 11.1.2 shall be used for another phase or service. 11.1,2. The breakdown of the total fee for Architectural, Engineering and other sub,consultant services by phase is as follows. Station 17 a. Phase 1 - Schematic Design Phase: b. Phase 2 - Design Development Phase: c. Phase 3 - Construction Documents Phase: d. Phase 4 - Bidding Phase: $47,150 $62,750 $158,350 $14,025 Agreement Between Dublin and Architect - Fire Stations Page 24 of 28 October 16, 2001 11.2. e. Phase 5 - Construction Administration Phase: $83,350 Total Station 17 $365,625 Station 18 a. Phase 1 - Schematic Design Phase: $47,150 b. Phase 2 - Design Development Phase: $62,750 c. Phase 3 - Construction Documents Phase: $158,350 d. Phase 4 - Bidding Phase: $14,025 e. Phase 5- Construction Administration Phase: $83,350 Total Station 18 $365,625 Total Basic Compensation: $731,250 Reimbursable expenses will be charged in addition to these costs pursuant to section 10.1 above. COMPENSATION FOR ADDITIONAL SERVICES 11.2.1. FOR PROJECT REPRESENTATION BEYOND BASIC SERVICES, as described in Paragraph 3.2, compensation shall be computed as follows: 11.2.2. Should the sequence for issuing Construction Documents be changed from concurrent to one building after the other, an additional $27,800 would be added to the basic services fee for the that portion of work. 11.2.3. FOR ADDITIONAL SERVICES OF THE ARCHITECT, as described in Articles 3 and 12, other than (1) Additional Project Representation, as described in Paragraph 3.1 and (2) services included in Article 12 as part of Basic Services, but excluding services of consultants, compensation shall be computed-as follows: Principal Project Manager Senior Designer or Technical Architect Intermediate Architect Junior Architect Administrative $135/hou r $125/hou r $100/hou r $80/hour $70/hour $55/hour The Architect reserves the right to adjust these billing rates annually in response to salary adjustments. However, such adjustment in billing rates will not result in any increase in agreed total fees for the Project. FOR ADDITIONAL SERVICES OF SUB-CONSULTANTS, including additional structural, mechanical and electrical engineering services and those provided Agreement Between Dublin and Architect - Fire Stations Page 25 of 28 October 16, 2001 under Subparagraph 3.3. or identified in Article 12.2 as part of Additional Services, a multiple of one point five (1.05) times the amounts billed to the Architect for such services. 11.3. ADDITIONAL PROVISIONS 11.3.1. IF THE BASIC SERVICES covered by this Agreement have not been completed within twenty fOur (24) months of the date hereof, through no fault of the Architect, extension of the Architect's services beyond that time shall be compensated at the hourly rates provided in subparagraph 11.2.3. The scope of the Basic Services may be changed with the written consent of both parties. 11.3.2. Payments are due and payable thirty (30) days from the date of the Architect's invoice. Amounts unpaid forty-five (45) days 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 place of business of the Architect. One half of one percent (0.5%) per month. Any amount in dispute shall not be subject to such interest. 11.3.3. The rates and multiples set forth for Additional Services shall be annually adjusted in October in accordance with normal salary review practices of the Architect. ARTICLE 12. OTHER CONDITIONS OR SERVICES 12.0. For both Station 17 and 18 the Architect shall maintain throughout the period of this Project and for a period of three.years thereafter, a standard form of errors and omissions insurance with an insurance company satisfactory to the Owner. Architect shall also maintain insurance coverage for comprehensive general liability, automobile liability and workers' compensation in forms and amounts satisfactory to the Owner. Architect shall assure that any and all consultants engaged or employed by Architect carry and maintain similar insurance with reasonably prudent limits and coverages in light of the services to be rendered by such consultants. Architect shall submit to Owner proof of such insurance in amounts satisfactory to Owner. The maintenance in full current force and effect of such form and amount of insurance, in such amount as Owner shall have accepted, shall be a condition precedent to the ArchiteCt's exercise or enforcement of any rights under this Agreement. The insurance policies shall incorporate a provision requiring written notice to the Owner at least thirty (30) days prior to any cancellation, non-renewal or material modification of the policies; ten (10) days for non-payment of premium. 12.1. INDEMNITY: The Owner and Architect agree to indemnify, defend and hold each other and their consultants harmless from and against any and all liabilities, losses, damages, costs and expenses, including reasonable attorneys' fees and all Agreement Between Dublin and Architect- Fire Stations Page 26 of 28 October 16, 2001 legal expenses and fees incurred through appeal, and all interest thereon, accruing or resulting to any and all persons, firms or any other legal entities on account of any damages or losses to property or persons, including injuries or death, or economic losses arising out of their respective obligations under this agreement, but only to the extent resulting from the other party's negligent acts, errors or omissions as determined by a court or forum of competent jurisdiction. 12.2. PRINCIPAL ARCHITECTS: The Architect may not substitute the Principal Consultants without the prior consent of the City, which consent shall not be unreasonably withheld. 12.3. SUB-CONSULTANTS: In addition to those of the Architect, the services to be performed under the terms of this agreement include the work of the following sub- consultants, listed by trade. ao Structural Engineering: Mechanical Engineering: Electrical Engineering: Specifications: Cost Estimating: Landscape Architecture: Civil Engineering: Acoustical Con suiting: Signage and Graphics: Energy Analysis: Interiors: DASSE Mechanical Design Studio O'Mahony & Myer Topflight Specs Davis Langdon AdamSon Carducci Associates Kier & Wright Charles Salter & Associates Donnelly Design BEC Consulting BSA Architects If at any time after entering into this Agreement, Owner has any reasonable objection to any such person or entity, Architect shall promptly propose substitutes to whom the Owner has no reasonable objection, and the Architect's compensation shall be equitably adjusted to reflect any difference in the Architect's costs occasioned by such substitution; however, no increase in the Architect's compensation herein shall be allowed for any such substitution unless the Architect has acted promptly and responsively in submitting sub-consultants as required by this paragraph. 12.4. EXHIBITS: This agreement also includes the following attached exhibits: Exhibit A: Schedule Exhibit B: Certificate of Insurance for BSA Architects Agreement Between Dublin and Architect - Fire Stations I~age 27 of 28 October 16, 2001 This Agreement entered into as of the day and year first written above. OWNER by Guy S. Houston Mayor ARCHITECT , natu~e.F'in~~ title) S~ignat , Pr,' ted name and J:\wpd\Mnrsw~114\103~AGREE\architect fire station 18_100801 .doc Agreement Between Dublin and Architect - Fire Stations Page 28 of 28 October 16, 2001 Dublin Fire Stations #17a 181 I I I I I I I _ ~roposed Schedule for Architectural and Engineering Services · BSA Architects - October 2001 A~chitect Selected x ~;ontract Negotiations x -- Please 1 - Schematic Desig_n _ Kick-off Meeting x Survey x Site Analysis x -- Review Program x Design Work & Meetings xx xx Public Presentation x Review Perio~~ x -- _ Finalize Schematic Design x Planning Submittal , xxx Rev ew Pet od2 x x SD Cost Estimate x x Phase 2 - Design D_evelopment Incorporate Planning Comments x Draft Specifications x Design & Documentation xxx xx Review Period3 xx - DD Cost Estimate xx Council Presentation x Phase 3 - Construction Documents Document Preperation xx~ xxx xxx xxx x -- Consultant Coordination x x x _ FinaliZe Specifications xx Permit Submittal x Plan Check4 xx CD Estimate xx -- Revisions and Re-check Period x -- Advedise for Bids x Phase 4 - Bidding Issue Documents for Bids x ReCeive Bids x ~ Contractor Negotiations x Phase 7 - Construction AIIow12 Months xx xx xx xx xx xx xx Ixx xx xx xx xx ~ This review period must be quick and thorough. This i~best opportunity to make any changes~ -- Client review of this submission should be final comments for layout and organization. I 2 Planning review periods are estimates only. BSA has assumed ~)ne submission and review. Client review of this submission should be final comments for materials and finishes. -- 3 This review is of completed design for conformance with previous decisions, I 4 Plan Check periods are estimates only. BSA has assumed expidited-in house review by City, EXHIBIT A 650- PROFESSION~L PR~CTIC 745 P02 SEP 28 '01 15:41 Certificate of Insurance 1 of I #$40370/M40369 Professional Practice Insurance Bmker~, Inc. 10 C~itb~a St~[ R~wood Cry, CA. 94063-1515 Insured~ Name ~mcl Address: BSA Ar~i~er~ 350 Pacific Avenue 3rd Floor San Francisco, CA 941 ! 1 THIS CERTIFICATE IS ISSUED AS A MA'i'I'ER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED THE POLICIES LISTED BELOW. Companies Affording ,~ American Motorists Instance Company B. Cont~ental Casu~ty Compm~y D, F. COVERAGES; THIS IS TO CERTIFY THAT POLICIEO OF INSURANOE LIS?ED BELOw HAV~ BEEN I~.e, uED'tO THE IN~iURED NAMED ABOvE FOR 'tHE ~OL~)Y ~ERIOD INDICA'tED. NOTWITHSTANDING ANY REQUIREMEI~T, TERM OR CONDITION OF ANy CONTRACT OR OTHER DOOUMEN~ WITH F~EOPECT TOWHICH THIS CERTIFICATE MAY BE 16SUED OR MAY' PERTAIN. THE INSURANCE AFFORDED BY THE POLICIES DESCF~ ~ED HEREIN J~, SUBJECT TO ALI. THE TERMS. FiXCLU~.~ON$. AND CONDITIONS OF ,SUCH PC~!C!cS. TYPE Of INSURANCE POLICY NUMBER . EFF. DATE EXP.DATE PoLIcY LIMITS .zk. GENERAL LIABILITY 7R$697035D1 !0t0[t0! ~0/01~D2 ......... Geneta~ Aggregate: $2,000.00rJ [] Commercial GonereJ glabtllby ' PrOduOtS-OoPA/Ops [] C~irns MeCie Aggregate; $2,000,000 [] Occurrence Personal and Adv. injury: $1,000,000 [] Owner's and Contractors Each Occurrence; $1.000.000 Protective Fire Drag. (any one fire): $1,000,0tX) D, --[] AUTO LIABIt~ITY 7R~69703001 . 10/0]t01 10/01t02 Combined ShDle Limit: · Any Automobile Bodily Inju~,/person'. SO [] All Owned Autos [] $~adul~ Autos Bodily Injury/accident $0 [] Hlrect Autos Pmpe~ Damage: $0 [] Non-owned Autos El GaTe. go Liability n, EXCES~ LIABILITY " [] Umbrella FOrrll Eeoh Occurrence: [] Other than Umbrell~ Farm Aggregate' z~ WORKERS' 7cw235366 t t 0~/0 l/o I 09/01/02, Statutory'Limits COMPENSATION EaCh Accident: $1 AND EMPLDYER'S LIABILITY Dl~ear, e/Poll~y Limit:. $1,000,000 .......... Disease/Empleyae; $1,000,0D0 PROFESSIONAL AEN114fl45753 10/07/98 10/07/01 Per Claim · 51,000,000 LIASIUTY* Aggregate $1,090.0D0 · ,, $0 Description of Operations/Locations/Vehicles/Restrictions/Special items: ALL OPERATIONS OF THE NAMED ~NSURED INCLUDING PROFESSIONAL SERV:CE$ AGREEMENT,~. SEE A)"31C)JTIONAL IN~[JR~I~ ~EN~O~N)~N'I' ATTACH:Lq. *Wriffen at aggregate limits of liabi!!ty not less than ,'~ount, show~, Certificate Holder: ~; AC~iREGATE [.IMIT IS THE TOTN. INSURANCE AVAiEAI~E FOR CL,NMS PRESENTED WITHIN THE PO,JOY FOR ALL OPERATIONS OF THE INSUltED. City of Dublin CANCELLATION: 100 CiYJC ~]~.~ SHOUL~ ANY OF THE ABOVE DESCriBED POUOzE$ BE C.~NCJELED BEFORE THE EXPIP, ATION Dublin, CA 94568 ~^vs WRIWEN NOnC~"ro ~.~ CS~n~OArE ~OL~ .AMMO rO T.~ L~, ~CE.~ ~. THE EVENI'OF 0ANOELLATiON Y-OR NON-FAYMEN'~ ~ PREMIUM IN WHICH CA~E 10 DAYS NOTICE WILL BE OIVEN. SEP-88-8001 03:49PM TEL)G50 EXI-IIBITB ID)DUBLIN CITY HGR OFFC PRGE:008 R=99~ b~-- ~Uk~551UMHL PMHCIIC '~45 P03 SEP Z8 '01 15:42 KEMPER PREMIER ENDORSEMENT FOR ARCHITECTURE AND ENGINEERING FIRMS THIS ENDORSEMENT CHANGES THE POLICY. PLF_ASE READ IT CAREFULLY. This endorsement modifies insurance provided under the following: BUSINESSOWNERS LIABILITY COVERAGE FORM BP 71 08 1. ADDITIONAL INSURED - - BY CONTRACT, AGREEMENT OR PERMIT (NOTE: MEETS OR EXCEEDS C~ 20 1011 ~) Item 5. of Section C. -WHO IS AN INSURED, is deleted and replaced by the following: Any person or organization to whom or to whim you are obligated by virtue ~.a written contract a~_.reernent _o_r_.Permit to provide such insurance as afforded by this policy is art Insured, but only with respect t~ liability arising out off. a) "Your work" for that insured by you, Incl~in{; work or operations performed on your behalf for that insured; b) Pen-nits issued by state or political subdivisions for operations performed by you; or o) Premises you own, rent. oc'm~py or use. 3'his provision does not apply unless the written contract or agreement has been executed, or the permit has been issued, prior to the "bodily injury," 'property damage," "personal injury' or "advertising injury." This provision does not apply to any person or orgarlizatlon included as an insured under Adclifional Insured - Vendors. PRIMARY - - NON-CONTRIBUTORY This insurance is pr~'nary and is not additional to or contributing with arty other insurance carried by or for the benefit of Additional Insureds. 3. SEPARATION OF INSUREDS Except with respect to the Limits of Insurance, and any rights or duties specifically assigned in this pollay to the first Named Insured, this insuranae applies: a) ks if each Named Insured were the only Named Insured; and b) Separately to each insured against whom claim is made or"suit' is brought. 4.* NOTICE DF CANCELLATION If we cancel this policy for any reason olher then non-payment of premium, we will mall written n~tice at least 30 days before the effective date of cancellation t~ the Additional Insureds on fie with the Company, If we cancel this policy for non-payment of premium, we will mall written notice at least 10 days before the . effe~ve date of cancellation to the Additional Insureds on file with the Company. 5. WAIVER OF'$UlaROGATION If the insured has rights to recover'all or part of ar~y payment we have made under this policy, those rights are transferred to us, This insurance shall not be invalidated should the Named Insured waive in writing, prior to a loss, any or alt rights of recovery against any party for a loss occurring. However, the insured must do nothing after a loss tO impair these rights. At our request, the Insured will bring "suit" or tran~rfer those rights to us and help us enforce them, This condition does not apply to Medical Expenses Coverage. Nothing herein contained shall vary, alter or extend any provision or condition of the Policy other thart as above stated. IPOLICY NO: ?R$69?0;36{:H I' Expiration Date: I0/~1t02 tNAMED INSURED: I BSA Architects 'Effective Date: 10101t{3t AMERICAN MOTORIST INSURANCE COMPANY i$$IJED: B~p~mber :P,3, ~001 SEP-28'2001 03:49PM TEL)650 ID)DUBLIN CITY MGR OFFC PROE-:O~L~ R=~9~