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HomeMy WebLinkAboutC-23280 AMENDMENT NO. 1 TO AGREEMENT FOR ARCHITECTURAL SERVICES BY AND BETWEEN THE CITY OF ARCADIA AND STEINBERG ARCHITECTS RICO --qa CJ83z4��1 to We n C{ This Amendment No. 1 ( "Amendment No. 1 ") is hereby entered into by and between the City of Arcadia, a charter city organized under the Constitution and laws of the State of California, and Steinberg Architects, 60 Pierce Avenue, San Jose, CA 95110, a California S Corporation, with one or more architects licensed to practice in the State of California ( "Architect ") with respect to that certain Agreement between the parties dated January 2, 2008 ( "Agreement "). The parties agree as follows: 1. Pursuant to Section 3.25 of the Agreement, Section 3. 10.1 of the Agreement is deleted in its entirety and replaced with the following: 3.10.1 Architect's Total Compensation. If the City accepts the Construction Estimate and the City Council authorizes the award of those Services beyond the Design Development Phase, the City shall pay to Architect for the performance of Services as set forth in the Fee Schedule, Exhibit "B ", attached hereto and incorporated herein. The Total Compensation is set forth in the Fee Schedule, Exhibit "B" and may be subject to revision by mutual written agreement of the Parties following the Design Development Phase. Payment shall be in the manner set forth in Section 3.10.4 herein and the phasing and funding fee schedule in Exhibit `B" and any written amendment thereto. 2. Pursuant to Section 3.25 of the Agreement, Section 3.10.4 of the Agreement is deleted in its entirety and replaced with the following: 3.10.4 Payment to Architect. Architect's compensation and reimbursable expenses shall be paid by City to Architect monthly. Architect's compensation and reimbursable expenses for Schematic Plan and Design Development Phase services are in the amounts set forth in Exhibit `B. Periodic payments for Services, after completion of the Schematic Plan and Design Development Phases, shall be made based upon the percentage of work completed, and in accordance with the phasing and funding fee schedule provided in Exhibit `B" or written amendment thereto and the reimbursable expenses indicated in Exhibit "C ". In order to receive payment, Architect shall present to City an itemized statement which indicates Services performed, percentage of Services completed and the amount to be paid. The statement shall describe the amount of Services provided since the initial commencement date, or since the start of the subsequent billing periods, as appropriate, through the date of the statement, as well as those expenses for which reimbursement is requested for that statement period. The amount paid to Architect shall NOT exceed the percentage amounts authorized by the phasing and funding fee schedule located in Exhibit "B" or written amendment thereto. City shall, within thirty (30) days of receiving such statement, review the statement and pay all approved charges thereon pursuant to the provisions of Civil Code Section 3320. SD PUB \SAKI NSQ69363.1. 0 0 Payments made for Additional Services shall be made in monthly installments, proportionate to the degree of completion of such Services or in such other manner as the Parties shall specify when such Services are agreed upon, and in accordance with any authorized fee or rate schedule. In order to receive payment, Architect shall present to City an itemized statement which indicates the Additional Services performed, percentage of Additional Services completed, method for computing the amount payable, and the amount to be paid. The statement shall describe the amount of Additional Services provided since the initial commencement date, or since the start of the subsequent billing periods, as appropriate, through the date of the statement. City shall, within thirty (30) days of receiving such statement, review the statement and pay all approved charges thereon pursuant to the provisions of Civil Code Section 3320. Upon cancellation or termination of this Agreement, Architect shall be compensated as set forth in the termination provision herein. 3. Pursuant to Section 3.25 of the Agreement, Exhibit `B" of the Agreement is deleted in its entirety, Attachment I to this Amendment No. 1 to the Agreement is hereby deemed to be Exhibit "B" to the Agreement. 4. All of the remaining terms and provisions of the Agreement are hereby reaffirmed. In witness whereof the parties have executed this Amendment No. 1 on the date set forth below. CITY OF ARCADIA STEINBERG ARCHITECTS By: �[�r -yro._ By: Donald Penman Davi itani City Manager Senior Vice President Dated: 17 2008 APPROVED AS TO FORM: City Attorney SpPUMSAKINSQ69363.1 Title CONCUR: Jason Krucke erg Development Services Director 7_- i • ATTACHMENT 1 EXHIBIT `B" FEESCHEDULE The City has agreed to pay Architect for the Schematic Plan Phase, a not —to- exceed fixed fee of ONE HUNDRED FIFTY TWO THOUSAND DOLLARS ($152,000), ( "Schematic Plan Fee "), a not -to- exceed amount of TWELVE THOUSAND DOLLARS ($12,000) for reimbursable expenses for the Schematic Plan Phase, a not -to- exceed fixed fee of THREE HUNDRED, FIFTY -SEVEN THOUSAND AND NINE DOLLARS ($357,009) for the Design Development Phase ( "Design Development Fee "), and a not -to- exceed amount of TWENTY EIGHT THOUSAND FIVE HUNDRED DOLLARS ($28,500) for reimbursable expenses for the Design Development Phase. If the City Council approves the Construction Estimate and authorizes the award of the remaining services, the City shall pay Architect for all Services a fixed lump sum of twelve percent (12 %) of the Construction Estimate prepared by the Architect at the end of the Design Development Phase and approved and accepted by the City ( "Total Compensation "). The Total Compensation amount shall include the Schematic Design Fee of $152,000 and the Design Development Fee of $357,009. Construction Estimate* 1 1 $11,183,594 Total Compensation 12% of City- Approved Construction Estimate 1 $1,342,031 The difference between the Total Compensation (12% of the approved and accepted Construction Estimate) and the Schematic Plan Fee and the Design Development Fee shall be paid/allocated to the Architect in accordance with the following percentage fee schedule, which may be subject to revision by mutual agreement of the Parties following the Design Development Phase: Schematic Design Not -to- Exceed Fee $152,000 Design Development Not -to- Exceed Fee $357,009 Construction Documents 36% $428,411 Plan Check & Bidding 9% $107,103 Construction Administration 25% $297,508 Total Compensation $1,342,031 Project Phase %age Construction Documents/Bidding 50% Construction and Post Construction 50% TOTAL 100% " Construction Estimate and Total Compensation excluding Schematic Design and Design Development compensation are subject to revision upon the City's approval of the Construction Estimate following the Design Development Phase or the mutual agreement of the Parties. SDPUBSSAKI NS1369363.1 CITY OF ARCADIA AGREEMENT FOR ARCHITECTURAL SERVICES 1. PARTIES AND DATE. This Agreement is made and entered into this A4 day of U(lnitiiir'� 200$ by and between the City of Arcadia, a municipal organization organized under the laws of the State of California ( "City ") and Steinberg Architects, 60 Pierce Avenue, San Jose, CA 95110, a California S Corporation, with one or more architects licensed to practice in the State of California ( "Architect'). City and Consultant are sometimes individually referred to as `Party" and collectively as "Parties." 2. RECITALS. 2.1 City. City is a municipal corporation organized under the laws of the State of California, with power to contract for services necessary to achieve its purpose. 2.1 Architect. Architect desires to perform and assume responsibility for the provision of certain professional architectural services required by the City on the terms and conditions set forth in this Agreement. Architect agrees that it is fully licensed, qualified, and willing to perform the services required by this Agreement; provided, however, that if Architect is a corporation or other organization, the Project Architect designated pursuant to Section 3.2, and not the Architect itself, shall be fully licensed to practice as an architect in the State of California. 2.3 Project. City desires to engage Architect to render such services for the City of Arcadia City Hall Project ( "Project') as set forth in this Agreement. 2.4 Schematic Plan Services. As of the Effective Date of this Agreement, the City Council has only authorized the Architect to perform Schematic Plan Phase services, as defined herein. The City shall only be obligated to compensate Architect for services performed beyond the Schematic Plan Phase and any approved Additional Services, as those terms are defined herein, should the City Council approve services beyond the Schematic Plan Phase and any approved Additional Services and the City issues a notice to proceed to Architect for further services. Page 1 of 33 S D P U B \S A K I N S\3 5 6844.4 • 3. TERMS 3.1 Employment of Architect. i 3. 1.1 Scope of Services. Architect agrees to furnish to City labor, materials, services, and incidental and customary work necessary to fully and adequately supply the professional architectural and related services consistent with the provisions of this Agreement (hereinafter referred to as "Services "). The Services are more particularly described throughout this Agreement, including Exhibit "A" attached hereto and incorporated herein by reference. Consistent with the Standard of Care, the Architect shall provide Services subject to, and performed in accordance with, this Agreement, any exhibits attached hereto and incorporated herein by reference, and applicable local, state and federal laws, rules and regulations. All Services performed by Architect shall be subject to the reasonable approval of the City, which approval shall not be unreasonably withheld. 3.2 Project Architect; Key Personnel. 3.2.1 Project Architect. Architect shall name a specific person to act as Project Architect, subject to the approval of City. Architect hereby designates Gladys Maldonado Bowen (License No. C30397) to act as the Project Architect for the Project. The Project Architect shall: (1) maintain oversight of the Services at all times; (2) have full authority to represent and act on behalf of the Architect for all purposes under this Agreement; (3) supervise and direct the Services using his or her best skill and attention; (4) be responsible for the means, methods, techniques, sequences and procedures used for the Services; (5) adequately coordinate all portions of the Services; and (6) act as principal contact with City and all contractors, consultants, engineers and inspectors on the Project. Any change in the Project Architect shall be subject to the City's prior written approval, which approval shall not be unreasonably withheld. The new Project Architect shall be of at least equal competence as the prior Project Architect. In the event that City and Architect cannot agree as to the substitution of a new Project Architect, City shall be entitled to terminate this Agreement for cause. 3.2.2 Key Personnel. In addition to the Project Architect, Architect has represented to the City that certain additional key personnel, engineers and consultants will perform the Services under this Agreement. Should one or more of such personnel, engineers or consultants become unavailable, Architect may substitute others of at least equal competence upon written approval of the City. In the event that City and Architect cannot agree as to the substitution of key personnel, engineers or consultants, City shall be entitled to terminate this Agreement for cause. As discussed below, any personnel, engineers or consultants who fail or refuse to perform the Services in a manner acceptable to the City, or who are determined by the City to be uncooperative, incompetent, a threat to the adequate or timely completion of the Project or a threat to the safety of persons or property, shall be promptly removed from the Project by the Architect at the request of the City. The key additional personnel, engineers and consultants for performance of this Agreement are as follows: David Mitani, Principal - in- Charge /Senior Vice President; David Hart, Design Principal; Heather Melish, Program Page 2 of 33 MPUBISAKINSO 56844.4 • • Verification/Architectural Finishes; Juan Santana, QA /QC and Construction Observation; Sub consultants: KPFF, Civil Engineering; IBE Consulting Engineers, Mechanical, Electrical, Plumbing; Englekirk & Sabol, Structural Engineering; Ah'be, Landscape Architects; Cumming Corporation, Cost estimating. 3.3 Hiring of Consultants and Personnel. 3.3.1 Right to Hire or Employ. Architect shall have the option, unless City objects in writing after notice, to employ at its expense architects, engineers or other consultants qualified and licensed to render services in connection with the planning and /or administration of the Project, and to delegate to them such duties as Architect may delegate without relieving Architect from administrative or other responsibility under this Agreement. Architect shall be responsible for the coordination and cooperation of Architect's architects, engineers or other consultants. Architect shall notify City of the identity of all consultants in sufficient time prior to their commencement of work to allow City to review their qualifications and object to their participation on the Project if necessary. 3.3.2 Oualification and License. All architects, engineers and other consultants retained by Architect in performance of this Agreement shall be qualified to perform the Services assigned to them, and shall be licensed to practice in their respective professions, where required by law. 3.3.3 Standards and Insurance. All architects, engineers and other consultants hired by Architect shall be required to meet the same standards and insurance requirements set forth in this Agreement, unless other standards or requirements are approved by the City in writing. Unless changes are approved in writing by the City, Architect's agreements with its consultants shall contain a provision making them subject to all provisions stipulated in this Agreement. 3.3.4 Assignments or Staff Changes. Architect shall promptly obtain written City approval of any assignment, reassignment or replacement of such architects, engineers, consultants, or of other staff changes of key personnel working on the Project. As provided in the Agreement, any changes in Architect's consultants and staff shall be subject to approval by City. 3.3.5 Draftsman and Clerical Support. Draftsmen and clerical personnel shall be retained by Architect at Architect's sole expense. 3.4 Standard of Care. 3.4.1 Standard of Care. Architect shall perform its Services under this Agreement in a skillful and competent manner, consistent with the standards generally recognized as the professional level of care and skill ordinarily exercised by members of Architect's profession practicing in the same or similar location, under similar conditions at the time the services are provided and retained to provide the same services ( "Standard Page 3 of 33 SDPUB \SAK INS \356844.4 • • of Care "). Architect represents and maintains that it is skilled in the professional calling necessary to perform its Services. Architect declares that all of its employees, architects, engineers, and other consultants shall have sufficient skill and experience to perform the Services assigned to them. Finally, Architect represents that it, its employees, architects, engineers, and other consultants have all licenses, permits, qualifications and approvals of whatever nature that are legally required to perform the Services assigned to or rendered by them, including a City Business License, and that such licenses and approvals shall be maintained throughout the term of this Agreement. Upon notice to Architect, Architect shall perform, at its own cost and expense and without reimbursement from the City, those redesign services necessary to correct errors or omissions which are caused by the Architect's failure to comply with the Standard of Care provided for herein. 3.4.2 Performance of Employees. Any employee or consultant who is determined by the City to be uncooperative, incompetent, a threat to the adequate or timely completion of the Project, a threat to the safety of persons or property, or any employee or consultant who fails or refuses to perform the Services in a manner reasonably acceptable to the City, shall be promptly removed from the Project by the Architect and shall not be re- employed to perform any of the Services or to work on the Project. 3.5 Laws and Regulations. 3.5.1 Knowledge and Compliance. Consistent with the Standard of Care, Architect shall keep itself fully informed of and in compliance with applicable local, state and federal laws, rules and regulations in any manner affecting the performance of its Services, and shall give all notices required of the Architect by law. 3.5.2 Drawings and Specifications. Consistent with the Standard of Care, Architect shall prepare its drawings and specifications consistent with applicable requirements of federal, state and local laws, rules and regulations, including the 2007 California Building Code, in effect as of the time the drawings and specifications are prepared. Any significant revisions made necessary by changes in such laws, rules and regulations after this time shall be compensated as Additional Services. Architect shall cause the necessary copies of such drawings and specifications to be filed with any governmental bodies with approval jurisdiction over the Project, in accordance with its Services described in Exhibit "A" attached hereto. 3.5.3 Americans with Disabilities Act. Consistent with the Standard of Care, Architect will use its professional efforts to interpret applicable federal, state and local laws, rules and regulations with respect to access, including those of the Americans with Disabilities Act ( "ADA "). Architect shall inform City of its interpretations of inconsistencies of which it is aware or reasonably should be aware between federal and state accessibility laws, rules and regulations, as well as any other issues which are subject to conflicting interpretations of the law. Architect shall correct its plans, specifications and other documents prepared for the Project if its interpretations are adjudged to be incorrect. If Architect brings such inconsistencies and conflicting interpretations to the attention of the City and requests City's direction on how to Page 4 of 33 SDPUBISAKINS\3 56844.4 0 0 proceed, Architect shall be responsible to the City only pursuant to the indemnification provision of this Agreement. 3.5.4 Permits, Approvals and Authorizations. Based on the Services it is providing, Architect shall provide City with a list of permits and approvals typically required by law for projects of this nature from regulatory agencies with approval jurisdiction over the Project construction. Architect shall then assist the City in obtaining such permits and approvals. The costs of such permits and approvals shall be paid by the City. Architect's duties do not extend to identifying or assisting City in obtaining permits and approvals for aspects of the Project which are the responsibility of others, including without limitation, City's consultants. 3.6 Independent Contractor. 3.6.1 Control and Payment. City retains Architect on an independent contractor basis and Architect is not an employee of City. Architect is not an employee for state tax, federal tax or any other purpose, and is not entitled to the rights or benefits afforded to City's employees. Any additional personnel performing the Services under this Agreement as employees of Architect shall also not be employees of City, and shall at all times be under Architect's exclusive direction and control. Architect shall pay all wages, salaries, and other amounts due such personnel in connection with their performance of Services under this Agreement and as required by law. Architect shall be responsible for all reports and obligations respecting such additional personnel, including, but not limited to: social security taxes, income tax withholding, unemployment insurance, disability insurance, and workers' compensation insurance. 3.7 Schedule of Services. 3.7.1 Timely Performance Standard. Architect shall perform its Services hereunder as expeditiously as is consistent with professional skill and care, as well as the orderly progress of the Project work so as not to be the cause, in whole or in part, of delays in the completion of the Project or in the achievement of any Project milestones, as provided herein. Specifically, Architect shall perform its Services with reasonable due care and in a manner consistent with the agreed upon completion schedules adopted for the Project. Architect agrees to coordinate with City's staff, contractors and consultants in the performance of its Services, and shall be available to City's staff, contractors and consultants at all reasonable times and shall not be responsible for delays caused by others or beyond its control. 3.7.2 Performance Schedule. Architect shall prepare an estimated time schedule for the performance of Architect's Services, to be adjusted as the Project proceeds. Such schedule shall be subject to the City's review and approval, which approval shall not be unreasonably withheld, and shall include allowances for periods of time required for City's review and approval of submissions, and for approvals of authorities having jurisdiction over Project approval and funding. The schedule shall not be exceeded by Architect without the prior written approval of City. Page 5 of 33 S D P U B \S A K I N S \3 56844.4 • • 3.7.3 Excusable Delays. Any delays in Architect's work caused by the following shall be added to the time for completion of any obligations of Architect: (1) the actions of City or its employees; (2) the actions of those in direct contractual relationship with City; (3) the actions of any governmental agency having jurisdiction over the Project; (4) the actions of any Parties or other causes not within the reasonable control of the Architect; and (5) any act of God or other unforeseen occurrence not due to any fault or negligence on the part of Architect. Neither the City nor the Architect shall be liable for damages, liquidated or otherwise, to the other on account of such delays. 3.8 Additional Architect Services. 3.8.1 Request for Services. At City's request, Architect may be asked to perform services not otherwise included in this Agreement as part of the Services or not included within the Services listed in Exhibit "A" attached hereto. 3.8.2 Definition. As used herein, "Additional Services" mean: (1) any work which is determined by the City and the Architect to be necessary for the proper completion of the Project, but which the Parties did not reasonably anticipate would be necessary for the Architect to perform at the execution of this Agreement; or (2) any work listed as Additional Services in Exhibit "A" attached hereto or in Section 3.8.3 herein. Architect shall not perform, nor be compensated for, Additional Services without prior written authorization from City and without an agreement between the City and Architect as to the compensation to be paid for such services. City shall pay Architect for any approved Additional Services, pursuant to the compensation provisions herein, so long as such services are not made necessary through the negligence of Architect. 3.8.3 Examples of Additional Services. Such Additional Services shall not include any redesign or revisions to drawings, specifications or other documents when such revisions are necessary in order to bring such documents into compliance with the Standard of Care regarding the interpretation and application of applicable laws, rules, regulations or codes of which Architect was aware or should have been aware pursuant to the Laws and Regulations provision of this Agreement above. Such Additional Services may include, but shall not be limited to: 3.8.3.1 Separately Bid Portions of Project. Plan preparation and /or administration of work on portions of the Project separately bid. 3.8.3.2 Previous City Approvals. Except as otherwise required under this Agreement, change in instructions or approvals given by the City that necessitate revisions in previously approved documentation by the City. 3.8.3.3 Change in Program. Except as otherwise required under this Agreement, providing services if and to the extent that they are the consequences of (1) changes to a Final Building Program after the Schematic Plan Phase that are requested and approved by the City in writing; or (2) issuance by the City of written directives or instructions during the Design Development, Construction Documents, Bidding or Construction Phases that conflict with prior written directives. Page 6 of 33 S DPU BISAKI NS356844.4 • • 3.8.3.4 Changes in Law. Redesign or revisions to drawings, specifications or other documents when such revisions are necessary in order to bring such documents into compliance with the Standard of Care regarding the interpretation and application of new applicable laws, rules, regulations or codes that were not in effect at the time of executing this Agreement. 3.8.3.5 CitDelay . Failure of performance on the part of the City, City's consultants or contractors which impact services provided by Architect or significantly impact the Project schedule to the extent such failures on the part of the City, City's consultants or contractors are not caused in whole or in part by the delinquency, default or any other defect in the Architect's work. 3.8.3.6 Models and Computer Animation. Providing detailed models and computer animation for presentation purposes. 3.8.3.7 Furniture and Interior Design. Assistance to City, if requested, for the selection of moveable furniture, equipment or articles which are not included in the Construction Documents. 3.8.3.8 Fault of Contractor. Services caused by delinquency, default or insolvency of contractor, or by major defects in the work of the contractor, provided that any such services made necessary by the failure of Architect to detect and report such major defects in the work of the contractor when it reasonably should have done so shall not be compensated. 3.8.3.9 Inconsistent Approvals or Instructions. Revisions in drawings, specifications or other documents when such revisions are inconsistent with written approvals or instructions previously given and are due to causes beyond the control of Architect. 3.8.3.10 Legal Proceedings. Serving as an expert witness on City's behalf or attending legal proceedings to which the Architect is not a party. 3.8.3.11 Damage Repair. Services required for repair of damages to any structure. 3.8.3.12 Extra Environmental Services. Additional work required for environmental conditions work by others (e.g. asbestos or site conditions). 3.9 City Responsibilities. City's responsibilities shall include the following: 3.9.1 Data and Information. City shall make available to Architect all necessary data and information concerning the purpose and requirements of the Project, including scheduling and budget limitations, objectives, constraints and criteria. As part of the budget limitation information, the City shall provide the Architect with a preliminary construction budget ( "City's Preliminary Construction Budget "). 3.9.2 Project Survey. City has furnished Architect with, or direct Page 7 of 33 SDPU B \SAKINS\356844.4 • • Architect to procure at City's expense, a survey of the Project site prepared by a registered surveyor or civil engineer, any other record documents which shall indicate existing structures, land features, improvements, sewer, water, gas, electrical and utility lines, topographical information and boundary dimensions of the site, and any other such pertinent information. 3.9.3 Bid Phase. Distribute Construction Documents to bidders and conduct the opening and review of bids for the Project. 3.9.4 Testing. Retain consultant(s) to conduct chemical, mechanical, soils, geological or other tests required for proper design of the Project, and furnish such surveys, borings, test pits, and other tests as may be necessary to reveal conditions of the site which must be known to determine soil condition or to ensure the proper development of the required drawings and specifications. 3.9.5. Required Inspections and Tests. Retain consultant(s) to conduct materials testing and inspection or environmental /hazardous materials testing and inspection pursuant to any applicable laws, rules or regulations. 3.9.6. Fees of Reviewing or Licensing Agencies. Directly pay or reimburse the payment of all fees required by any reviewing or licensing agency, or other agency having approval jurisdiction over the Project. 3.9.7 City's Representative. Designate a person to act as its representative for the performance of this Agreement ( "City's Representative "). The City's Representative shall be authorized to act as liaison between Architect and City in the administration of this Agreement and the Construction Documents, and shall have the power to act on behalf of the City for all purposes under this Agreement. Such person shall assist Architect in observing construction of the Project and participating in the preparation of the Punch List Items required by Exhibit "A" attached hereto. City may designate new and /or different individuals to act as City's Representative from time to time. The City's Representative shall render decisions in a timely manner so as to avoid delay in the orderly and sequential progress of the Services, as provided in the excusable delay provisions of this Agreement above. 3.9.8 Review and Approve Documents. Review all documents submitted by Architect, including change orders and other matters requiring approval by the City Council or other officials. City shall advise Architect of decisions pertaining to such documents within a reasonable time after submission, so as not to cause delay as provided in the excusable delay provisions of this Agreement above. 3.9.9 Reliance by Architect. Architect is entitled to rely on the adequacy, accuracy, completeness and coordination of the reports, information, surveys, inspections, tests and data provided by City pursuant to this Section 3.9. 3.10 Compensation. 3.10.1 Architect's Total Compensation. If the City accepts the Construction Page 8 of 33 S DPUBISAK IN S\356844.4 0 0 Estimate and the City Council authorizes the award of those Services beyond the Schematic Plan Phase, the City shall pay to Architect for the performance of Services a lump sum of twelve percent (12 %) of the Construction Estimate (the Construction Estimate shall be prepared by the Architect at the end of the Schematic Plan Phase, reviewed and approved by the construction manager retained by the City ( "Construction Manager ") or other City designee and accepted by the City). Following the approval and acceptance of the Construction Estimate, the Total Compensation shall be added to this Section by the Parties in a written amendment to this Agreement signed by both Parties, to specify the actual dollar amount of the Total Compensation. Payment shall be in the manner set forth in Section 3.10.4 herein and the phasing and funding fee schedule in Exhibit "B" and any written amendment thereto. 3.10.2 Payment for Additional Services. Additional Services may be authorized pursuant to the applicable provisions of this Agreement. If authorized, such Additional Services will be compensated at the rates and in the manner set forth in Exhibit "C ", unless a flat rate or some other form of compensation is mutually agreed upon by the Parties. Architect shall be paid for Additional Services, as defined by this Agreement, so long as they have been approved in advance by the City. If City requires Architect to hire consultants to perform any Additional Services, Architect shall be compensated therefore at the rates and in the manner set forth in Exhibit "C ", unless a flat rate or some other form of compensation is mutually agreed upon by the Parties. City shall have the authority to review and approve the rates of any such consultants. In addition, Architect shall be reimbursed for any expenses incurred by such consultants pursuant to the terms and conditions of Section 3.10.3. 3.10.3 Reimbursable Expenses. Reimbursable expenses are in addition to compensation for Services and Additional Services. Architect shall not be reimbursed for any expenses unless authorized in writing by City, which approval may be evidenced by inclusion in Exhibit "C ". Such reimbursable expenses shall include only those expenses which are reasonably and necessarily incurred by Architect in the interest of the Project. Architect shall be required to acquire prior written consent in order to obtain reimbursement for the following: (1) extraordinary transportation expenses incurred in connection with the Project; (2) out -of -town travel expenses incurred in connection with the Project; and (3) fees paid for securing approval of authorities having jurisdiction over the Project. 3.10.4 Payment to Architect. Architect's compensation and reimbursable expenses shall be paid by City to Architect monthly. Architect's compensation and reimbursable expenses for Schematic Plan Phase services are in the amounts set forth in Exhibit `B." Periodic payments for Services, after completion of the Schematic Plan Phase, shall be made based upon the percentage of work completed, and in accordance with the phasing and funding fee schedule provided in Exhibit `B" or written amendment thereto and the reimbursable expenses indicated in Exhibit "C ". In order to receive payment, Architect shall present to City an itemized statement which indicates Services performed, percentage of Services completed and the amount to be paid. The statement shall describe the amount of Services provided since the initial commencement date, or since the start of the subsequent billing periods, as appropriate, through the date of the Page 9 of 33 SDPUBISA KIN SO 56844.4 statement, as well as those expenses for which reimbursement is requested for that statement period. The amount paid to Architect shall NOT exceed the percentage amounts authorized by the phasing and funding fee schedule located in Exhibit `B" or written amendment thereto. City shall, within thirty (30) days of receiving such statement, review the statement and pay all approved charges thereon pursuant to the provisions of Civil Code Section 3320. Payments made for Additional Services shall be made in monthly installments, proportionate to the degree of completion of such Services or in such other manner as the Parties shall specify when such Services are agreed upon, and in accordance with any authorized fee or rate schedule. In order to receive payment, Architect shall present to City an itemized statement which indicates the Additional Services performed, percentage of Additional Services completed, method for computing the amount payable, and the amount to be paid. The statement shall describe the amount of Additional Services provided since the initial commencement date, or since the start of the subsequent billing periods, as appropriate, through the date of the statement. City shall, within thirty (30) days of receiving such statement, review the statement and pay all approved charges thereon pursuant to the provisions of Civil Code Section 3320. Upon cancellation or termination of this Agreement, Architect shall be compensated as set forth in the termination provision herein. 3.10.5 Withholding Payment to Architect. Failure by City to deduct any sums from a progress payment shall not constitute a waiver of the City's right to such sums. The City may keep any moneys which would otherwise be payable to the Architect at any time hereunder and apply the same, or so much as may be necessary therefor, to the payment of any expenses, losses, or damages incurred by the City for which Architect is found to be liable under the Agreement or state law. Payments to the Architect for compensation and reimbursable expenses due shall not be contingent on the construction, completion or ultimate success of the Project. 3.11 Notice to Proceed. Architect shall not proceed with performance of any Services under this Agreement unless and until the City provides a written notice to proceed, which notice to proceed shall detail the Services authorized to be completed by Architect. 3.12. Termination, Suspension and Abandonment. 3.12.1 City's Termination for Convenience; Architect's Termination for Cause. City hereby reserves the right to suspend or abandon, at any time and for any reason, all or any portion of the Project and the construction work thereon, or to terminate this Agreement at any time with or without cause. Architect shall be provided with at least seven (7) days advanced written notice of such suspension, abandonment or termination. In the event of such suspension, abandonment or termination, Architect shall be paid for Services and reimbursable expenses rendered up to the date of such suspension, abandonment or termination, pursuant to the schedule of payments provided for in this Page 10 of 33 S DPU B \SAK[N 51356844.4 0 • Agreement, less any damages suffered by City as a result of the default, if any, by Architect. Architect may terminate this Agreement for substantial breach of performance by the City, such as failure to make payment to Architect as provided in this Agreement. 3.12.2 City's Suspension of Work. If Architect's Services are suspended by City, City may require Architect to resume such Services within ninety (90) days after written notice from City. When the Project is resumed, the Total Compensation and schedule of Services shall be equitably adjusted upon mutual agreement of the City and Architect. 3.12.3 Documents and Other Data. Upon suspension, abandonment or termination, Architect shall provide to City all preliminary studies, sketches, working drawings, specifications, computations, and all other matters to which City would have been entitled at the completion of Architect's Services under this Agreement. Upon payment of the amount required to be paid to Architect following the termination of this Agreement, City shall have the rights, subject to the provisions of this Agreement, including without limitation, Section 3.13, to use any completed contract documents or other work product prepared by Architect under this Agreement. Architect shall make such documents available to City upon request and without additional compensation other than as may be approved as a reimbursable expense. 3.12.4 Employment of other Architects. In the event this Agreement is terminated in whole or in part as provided herein and subject to the provisions of this Agreement, including without limitation Section 3.13, City may procure, upon such terms and in such manner as it may determine appropriate, services similar to those terminated. 3.13 Ownership and Use of Documents; Confidentiality. 3.13.1 Ownership. All plans, specifications, original or reproducible transparencies of working drawings and master plans, preliminary sketches, architectural presentation drawings, structural computations, estimates and any other documents prepared pursuant to this Agreement, including, but not limited to, any other works of authorship fixed in any tangible medium of expression such as writings, physical drawings and data magnetically or otherwise recorded on computer diskettes (hereinafter referred to as the "Project Documents ") shall be and remain the property of Architect. Architect hereby grants a non - exclusive license to the City to utilize the Project Documents for this Project. Although the official copyright in all Project Documents shall remain with the author (Architect) or other applicable subcontractors or consultants, the Project Documents bear a non - exclusive license whether or not the work for which they were made is executed or completed. Should the City or any other person, firm or legal entity use, without Architect's continued involvement in the Project, or reuse or modify the Architect's Project Documents prepared under this Agreement without the express written consent or agreement of Architect, the City agrees to defend, indemnify, and hold the Architect and its Consultants and their officers, directors, agents and employees 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 Page 11 of 33 S DPU BISA K I N S1356844.4 persons, firms or any other legal entity on account of any damage or loss to property or persons, including death, or economic losses, arising out of such use, reuse or modification of the Project Documents, except in the event the indemnitee is found to be solely liable for such damages or losses by a court or forum of competent jurisdiction. 3.13.2 Right to Use. Any use or reuse by City of the Project Documents on any project other than this Project without employing the services of Architect shall be at City's own risk. If City uses or reuses the Project Documents on any project other than this Project, it shall remove the Architect's and its Consultants' seal and title block from the Project Documents and defend, indemnify and hold harmless Architect and its Consultants and their officers, directors, agents and employees from all claims and liabilities arising out of the use or re -use of the Project Documents on such other project. In no event shall Architect or its Consultants have any responsibility or liability for the use or reuse of their Project Documents on any other project. 3.13.3 License. This Agreement creates a non - exclusive license for City to use the Project Documents for this Project. Architect shall require Consultants to agree in writing that City is granted a non - exclusive license for the work of such Consultants performed pursuant to this Agreement. Notwithstanding this non - exclusive license, the Architect retains the intellectual property rights for its Work. 3.13.4 Right to License. Architect represents that Architect (or its Consultants) has the legal right to license any and all copyrights, designs and other intellectual property embodied in the Project Documents that Architect (or its Consultants) prepares or causes to be prepared pursuant to this Agreement. Architect shall indemnify and hold City harmless pursuant to the indemnification provisions of this Agreement for any breach of this Section. Architect makes no such representation in regard to previously prepared designs, plans, specifications, studies, drawings, estimates or other documents that were prepared by design professionals other than Architect and provided to Architect by City. 3.13.5 Confidentiality. All Project Documents, prepared by Architect in connection with the performance of this Agreement, and all documents provided to Architect by City and marked "CONFIDENTIAL ", shall be held confidential by Architect to the extent they are not subject to disclosure pursuant to the Public Records Act or otherwise required to be disclosed by law or by court or administrative order or are reasonably necessary for Architect to defend itself from any claim or suit. Project Documents shall not, without the written consent of City, be used or reproduced by Architect for any purposes other than the performance of the Services. Architect shall not disclose, cause or facilitate the disclosure of the Project Documents to any person or entity not connected with the performance of the Services or the Project. Nothing furnished to Architect which is otherwise known to Architect or is generally known, or has become known, to the related industry shall be deemed confidential. Architect shall not use City's name or insignia, photographs of the Project, or any publicity pertaining to the Services or the Project in any magazine, trade paper, newspaper, television or radio production or other similar medium without the written consent of City. Page 12 of 33 S DPU B \SAKIN056844.4 r r 3.14 Indemnification. 3.14.1 Scope of Indemnitv. Architect shall indemnify and hold the City, its directors, officials, officers, employees, volunteers and agents free and harmless from any and all claims, demands, causes of action, costs, expenses, liability, loss, damage or injury to property or persons, including wrongful death but only to the extent caused by the negligence, recklessness or willful misconduct of Architect, its officials, officers, employees, consultants or agents in connection with the performance of the Architect's Services pursuant to this Agreement. The acceptance of said services and duties by City shall not operate as a waiver of such right of indemnification. All of Architect's obligations under this Section are intended to apply to the fullest extent permitted by law and shall survive the expiration or sooner termination of this Agreement. 3.14.2 Additional Indemnitv Obligation. Architect shall reimburse City for the cost of any settlement paid by City or its directors, officials, officers, employees, agents or volunteers as part of any such claim, suit, action or other proceeding within the scope of Architect's indemnity obligation. Such reimbursement shall include payment for City's reasonable attorney's fees and costs, including expert witness fees. Architect's obligation to indemnify shall not be restricted to insurance proceeds, if any, received by the City, its directors, officials officers, employees, agents, or volunteers. 3.15 Insurance. 3.15.1 Time for Compliance. Architect shall not commence Services under this Agreement until it has provided evidence that it has secured all insurance required under this Section. 3.15.2 Minimum Requirements. Architect shall, at its expense, procure and maintain for the duration of the Agreement, insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the Agreement by the Architect, its officials, officers, agents, representatives, employees or subcontractors. Such insurance shall meet at least the following minimum levels of coverage: (A) Minimum Scope of Insurance. Coverage shall be at least as broad as the latest version of the following: (1) General Liability: Insurance Services Office Commercial General Liability coverage (occurrence form CG 0001); (2) Automobile Liability: codes 8 & 9 (hired and non -owned autos); (3) Workers' Compensation and Employers' Liability: Workers' Compensation insurance as required by the State of California and Employer's Liability Insurance; and (4) Professional Liability: Coverage which is appropriate to the Architect's profession, or that of its consultants or subcontractors. (B) Minimum Limits of Insurance. Coverage shall provide limits no less than: (1) General Liability $1,000,000 per occurrence for bodily injury, personal injury and property damage. If Commercial General Liability Insurance or other form with a general aggregate limit is used, either the general aggregate limit shall apply Page 13 of 33 SDPUB \SAK INS\356844.4 i M separately to this Agreement or the general aggregate limit shall be twice the required occurrence limit; (2) Automobile Liability: $1,000,000 per accident for bodily injury and property damage; (3) Workers' Compensation and Employer's Liability: Workers' compensation limits as required by the Labor Code of the State of California. Employers Liability limits of $1,000,000 per accident for bodily injury or disease; and (4) Professional Liability: Not less than $2,000,000 per claim and aggregate. 3.15.3 Professional Liability. Architect and its consultants and subcontractors shall procure and maintain, for a period of five (5) years following completion of the Project, errors and omissions liability insurance with limits discussed in this Section. This insurance shall be endorsed to include contractual liability. 3.15.4 Insurance Endorsements. The insurance policies shall contain the following provisions, or Architect shall provide endorsements on forms supplied or approved by the City to add the following provisions to the insurance policies: (A) General Liability. The general liability policy shall be endorsed to state that: (A) the City, its directors, officials, officers, employees and agents shall be covered as additional insureds with respect to the performance of the Agreement by the Architect, its officials, officers, agents, representatives, employees or subcontractors, including materials, parts or equipment furnished in connection with such services; and (B) the insurance coverage shall be primary insurance as respects the City, its directors, officials, officers, employees and agents, or if excess, shall stand in an unbroken chain of coverage excess of the Architect's scheduled underlying coverage. Any insurance or self - insurance maintained by the City, its directors, officials, officers, employees and agents shall be excess of the Architect's insurance and shall not be called upon to contribute with it in any way. (B) Automobile Liability. The automobile liability policy shall be endorsed to state that: (A) the City, its directors, officials, officers, employees and agents shall be covered as additional insureds with respect to the ownership, operation, maintenance, use, loading or unloading of any auto owned, teased, hired or borrowed by the Architect or for which the Architect is responsible; and (B) the insurance coverage shall be primary insurance as respects the City, its directors, officials, officers, employees and agents, or if excess, shall stand in an unbroken chain of coverage excess of the Architect's scheduled underlying coverage. Any insurance or self - insurance maintained by the City, its directors, officials, officers, employees and agents shall be excess of the Architect's insurance and shall not be called upon to contribute with it in any way. (C) Workers' Compensation and Employers Liability Coverage. The insurer shall agree to waive all rights of subrogation against the City, its directors, officials, officers, employees and agents for losses paid under the terms of the insurance policy which arise from work performed by the Architect. (D) All Coverages. Each insurance policy certificate required by this Agreement shall be endorsed to state that: (A) coverage shall not be canceled except after thirty (30) days prior written notice by mail, has been given to the City; and (B) any Page 14 of 33 SDPU B\S AK INS356844.4 0 0 failure to comply with reporting or other provisions of the policies, including breaches of warranties, shall not affect coverage provided to the City, its directors, officials, officers, employees and agents. 3.15.5 Separation of Insureds: No Special Limitations. All insurance required by this Section, except professional liability, shall contain standard separation of insureds provisions. In addition, such insurance shall not contain any special limitations on the scope of protection afforded to the City, its directors, officials, officers, employees and agents. 3.15.6 Deductibles and Self- Insurance Retentions. Any deductibles or self - insured retentions exceeding One Hundred Fifty Thousand Dollars ($150,000) must be declared to and approved by the City. Architect shall guarantee that, at the option of the City, either: (A) the insurer shall reduce or eliminate such deductibles or self - insured retentions as respects the City, its directors, officials, officers, employees and agents; or (B) the Architect shall procure a bond guaranteeing payment of losses and related investigation costs, claims and administrative and defense expenses. 3.15.7 Acceptability of Insurers. Insurance is to be placed with insurers with a current A.M. Best's rating no less than A:VIII, licensed to do business in California, and satisfactory to the City. 3.15.8 Verification of Coveraee. Architect shall furnish City with original certificates of insurance and endorsements effecting coverage required by this Agreement. The certificates and endorsements for each insurance policy shall be signed by a person authorized by that insurer to bind coverage on its behalf, and shall be on forms provided by the City, if requested. All certificates and endorsements must be received by the City before work commences. The City reserves the right to require complete, certified copies of all required insurance policies, at any time. 3.15.9 Subcontractor and Consultant Insurance Requirements. Architect shall not allow any of its architects, engineers, experts or other consultants to commence work on any subcontract until they have provided evidence satisfactory to the City that they have secured all insurance required under this Section. If requested by Architect, City may approve different scopes or minimum limits of insurance for particular architects, engineers, experts or other consultants. Unless otherwise approved by the City, the architects, engineers, experts and other consultants shall comply with each and every provision of this Section. 3.16 Records. Architect shall maintain complete and accurate records with respect to all costs and expenses incurred under this Agreement. All such records shall be clearly identifiable. Architect shall allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement upon reasonable notice. Architect shall allow inspection of all work, data, documents, proceedings, and activities related to the Page 15 of 33 S DPU BISAKINS\356844.4 0 • Agreement for a period of five (5) years from the date of final payment under this Agreement. 3.17 Standardized Manufactured Items. Architect shall cooperate and consult with City in the use and selection of manufactured items on the Project, including but not limited to, paint, hardware, plumbing, mechanical and electrical equipment, fixtures, roofing materials and floor coverings. All such manufactured items shall be standardized to City's criteria to the extent such criteria do not interfere with building design. 3.18 Limitation of Agreement. This Agreement is limited to and includes only the work included in the Project described above and as determined at the time the schematic drawings and site utilization plans are approved. Any subsequent construction at the site of the Project, or at any other City site, will be covered by, and be the subject of, a separate Agreement for architectural services between City and the architect chosen therefore by City. 3.19.1 Mediation. A. The City and Architect shall endeavor to resolve claims, disputes and other matters in question between them by mediation, unless the Parties mutually agree otherwise. Request for mediation shall be filed in writing with the other Party to this Agreement. 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 with institution of legal or equitable proceedings based on such claim, dispute, or other matter in questions, would be barred by the applicable statue of limitations. B. The Parties shall share the mediator's fee and any filing fees equally. The mediation shall be held in the place where the Project is located, unless another location is mutually agreed upon. Agreements reached in mediation shall be enforceable as settlement agreements in any court having jurisdiction thereof. 3.20 Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the successors in interest, executors, administrators and assigns of each Party to this Agreement. However, Architect shall not assign or transfer by operation of law or otherwise any or all of its rights, burdens, duties or obligations without the prior written consent of City. Any attempted assignment without such consent shall be invalid and void. 3.21 Hazardous Materials Architect shall advise to City, in writing and under penalty of perjury, that to its knowledge, information and belief no asbestos - containing material or other material Page 16 of 33 S DPU B \SAK1NS\356844.4 • • deemed to be hazardous by the state or federal government was specified as a building material in any construction document that the Architect prepares for the Project. Architect shall require its consultants who prepare any other documents for the Project to submit the same written acknowledgement. Architect's and its Consultants' acknowledgements are made in the context of the Standard of Care as defined in Section 3.4.1 and do not impose a higher level of professional care and skill on Architect or its Consultants. Architect shall also assist the City by collecting certifications from contractors in writing and under penalty of perjury, that to their knowledge, information and belief no material furnished, installed or incorporated into the Project contains asbestos or any other material deemed to be hazardous by the state or federal government. The contractors' certifications shall be part of the final Project submittal. Architect shall include statements in its specifications that materials containing asbestos or any other material deemed to be hazardous by the state or federal government are not to be included. 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 premises, including but not limited to pollutants, asbestos, asbestos products, polychlorinated biphenyl (PCB), mold or other toxic substances. The City shall defend, indemnify, and hold harmless the Architect, its employees, agents, and Consultants from any claim, liability, loss or damage resulting from the presence of hazardous materials at or in the Project site. 3.22 No Third Party Rights. This Agreement shall not create any rights in, or inure to the benefits of, any third party except as expressly provided herein. 3.23 Waiver of Consequential Damages Notwithstanding any other provision in this Agreement, neither the City nor the Architect, their respective officers, employees or Consultants shall be liable to the other for any incidental, indirect or consequential damages arising out of or connected with this Agreement or the Project. 3.24 Governing Law. This Agreement shall be construed in accordance with, and governed by, the laws of the State of California. Venue shall be in Los Angeles County. 3.25 Entire Agreement. This Agreement, with its exhibits, contains the entire agreement of the Parties hereto, and supersedes any and all other prior or contemporaneous negotiations, understandings and oral or written agreements between the Parties hereto. Each Party acknowledges that no representations, inducements, promises or agreements have been made by any person which are not incorporated herein, and that any other agreements shall be void. Furthermore, any modification of this Agreement shall only be effective if Page 17 of 33 SDPUBISAKINS1356844.4 • 0 in writing signed by all Parties hereto. 3.26 Severability. Should any provision in the Agreement be held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remaining provisions shall continue in full force and effect. 3.27 Non - Waiver. None of the provisions of this Agreement shall be considered waived by either Party, unless such waiver is specifically specified in writing. 3.25 Architect's Workplace Safety. Architect shall perform its Services so as to avoid injury or damage to any person or property. In carrying out its Services, the Architect shall comply with those laws, rules, and regulations that pertain to it with respect to the safety of its own employees. Notwithstanding the above, neither the Services of the Architect and its Consultants, nor their presence at the Project Site shall be deemed Architect's or its Consultants' assumption of, or control over, construction means, methods or sequences or Project Site safety in, on, or about the Project Site, all of which remain the sole responsibility of the contractor(s). Architect shall not have control over or charge of the acts or omissions of the contractor(s) or their Subcontractors or their agents and employees in connection with construction work or any health or safety precautions. City shall require its contractors and their subcontractors to add City and Architect as additional insureds under their respective general liability policies. 3.29 Delivery of Notices. All notices permitted or required under this Agreement shall be given to the respective Parties at the following address, or at such other address as the respective Parties may provide in writing for this purpose: ARCHITECT: Steinberg Architects 523 W. 6th Street, Suite 245 Los Angeles, CA 90014 Attn: David Mitani, Senior Vice President CITY: City of Arcadia 240 West Huntington Drive Arcadia, CA 91007 Attn: Don Penman, Assistant City Manager/Development Services Director Page 18 of 33 SDPUB\SA K IN S \3 56844.4 • • Such notice shall be deemed made when personally delivered or when mailed, forty -eight (48) hours after deposit in the U.S. Mail, first class postage prepaid and addressed to the Party at its applicable address. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service. 3.30 Attorney's Fees. If either Party commences an action against the other Party, either legal, administrative or otherwise, arising out of or in connection with this Agreement, the prevailing Party in such litigation shall be entitled to have and recover from the losing Party reasonable attorney's fees and all other reasonable costs of such action, including expert witness fees and expenses in an amount not to exceed Fifty Thousand Dollars ($50,000.00). 3.31 City's Right to Employ Other Consultants. City reserves right to employ other consultants, including Architects, in connection with this Project or other projects. Architect shall not be responsible or liable for the technical accuracy, adequacy, completeness or coordination or the timeliness of the services and work product by the City's other consultants. Architect shall be entitled to rely on the adequacy, accuracy, completeness and coordination of the services and work product provided by the City's consultants. 3.32 Prohibited Interests. 3.32.1 Solicitation. Architect maintains that it has not employed nor retained any company or person, other than a bona fide employee working solely for Architect, to solicit or secure this Agreement. Further, Architect warrants that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for Architect, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. 3.32.2 Conflict of Interest. For the term of this Agreement, no director, official, officer or employee of City, during the term of his or her service with City, shall have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising therefrom. 3.33 Equal Opportunity Employment. Architect represents that it is an equal opportunity employer and that it shall not discriminate against any employee or applicant for employment because of race, religion, color, national origin, ancestry, sex, age or any other classification protected by federal or state law. Such non - discrimination shall include, but not be limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination. Architect shall also comply with all relevant provisions of City's minority business enterprise program, affirmative action plan or other related programs or guidelines currently in effect or hereinafter enacted. Page 19 of 33 SDPUB\SA K IN S \3 56844.4 r 0 3.34 Labor Certification. By its signature hereunder, Architect certifies that it is aware of the provisions of Section 3700 of the California Labor Code which require every employer to be insured against liability for Worker's Compensation or to undertake self - insurance in accordance with the provisions of that Code, and agrees to comply with such provisions before commencing the performance of the Services. 3.35 Subcontracting. As specified in this Agreement, Architect shall not subcontract any portion of the Services required by this Agreement, except as expressly stated herein, without prior written approval of City. Subcontracts, if any, shall contain a provision making them subject to each and every provision of this Agreement. 3.36 Supplemental Conditions /Amendments. Any supplemental conditions and amendments shall be attached as an exhibit to this Agreement, and that exhibit shall be incorporated herein by reference. CITY OF ARCADIA By: ,l/6M+�!fck.�a� Aft(iK William R. Kelly City Manager ro=. - II ATTEST: ti Ch, City dierk STEINBERG ARCHITECTS e By: David Mitam Senior Vice President APPROVED AS TO FORM: Stephen P. Deitsch Department Head Date City Attorney Page 20 of 33 SWUMSAK INS \356844.4 • • EXHIBIT "A" ARCHITECT'S SCOPE OF SERVICES 1. GENERAL REQUIREMENTS. 1.1 Services. Architect agrees to perform the following professional architectural, engineering (e.g. mechanical, electrical, plumbing, structural, civil engineering), landscape architecture, cost estimating and construction administration services for the Project in a timely and professional manner, consistent with the standards of the profession, as set forth in Section 3.4.1 of the Agreement. 1.2 Exclusions from Services. The following services shall be excluded from the Services listed above: (a) soils studies; (b) geotechnical services; (c) hazardous waste or toxic substances engineering; (d) interior furnishings; (e) site survey /topography; (f) County storm drain easement /plans; (g) existing utility plans /infrastructure, except for the County storm drain; (h) traffic reports /parking layout; (i) capacity /operation of City's chiller unit, and 0) arborist report/tree survey. Notwithstanding the preceding, the Parties acknowledge and agree that except for the costs of any required county storm drain easements or plans as set forth in subsection (f) herein, services required or stemming from the county storm drain which bisects the Project site shall be a Basic Service. 1.3 Additional Services. If requested by City, Architect shall construct a physical scale model of the proposed Civic Center Plaza and be provided for a fee of Eight Thousand Dollars ($8,000). The model shall be sufficiently detailed to indicate massing, fenestration, and major architectural gestures; finishes will not be indicated. Materials will include white colored cardboard or similar. Additional services are detailed in Section 3.8 of the Agreement. 1.4 Communication with City. Architect shall participate in consultations and conferences with authorized representatives of City and /or other local, regional, or state agencies concerned with the Project, which may be necessary for the completion of the Project or the development of the drawings, specifications and documents in accordance with the applicable standards and requirements of law and the City. Such consultations and conferences shall continue throughout the planning and construction of the Project. Architect shall take direction only from the City's Representative, or any other representative specifically designated by the City for this Project, including any construction manager hired by the City. 1.5 Coordination and Cooperation with Construction Manager. The City may hire a construction manager to administer and coordinate all or any part of the Project on its behalf. If the City does so, it shall provide a copy of its agreement with the construction manager so that the Architect will be fully aware of the duties and responsibilities of the construction manager. The Architect shall cooperate with the construction manager and respond to any requests or directives authorized by the City to be made or given by the construction manager. The Architect shall request clarification Page 21 of 33 SDPUB \SAK INS\356844.4 i 0 from the City in writing if the Architect should have any questions regarding the authority of the construction manager. NM4U Did LYI10-0 ►V92T " During the schematic plan phase of the Project, Architect shall do the following: 3.1 Schematic Plans. In cooperation with City, Architect shall prepare preliminary plans and studies, schematic drawings, site utilization plans, and phasing plans showing the scale and relationship of the components of the Project, the plot plan development for the site, and the proposed architectural concept of the building plans, roof plans, exterior elevations, building sections, and design criteria summaries for mechanical, electrical, plumbing and structural requirements ( "Schematic Plans "). Architect shall incorporate the written functional requirements of City and design criteria into the Schematic Plans. To the extent consistent with the Standard of Care, the Schematic Plans shall address applicable laws, rules and regulations of the State of California; show the rooms incorporated in each building of the Project in single -line drawings; and shall include revisions required by City or by any federal, state, regional or local agency having jurisdiction over the Project that are provided in writing to the Architect. All architectural drawings for the Project shall be in a form suitable for reproduction. 3.2 Construction Estimate. Architect shall use its own ability and experience with the Project to establish a construction estimate of probable construction costs in a format required by City ( "Construction Estimate "). The Construction Estimate shall be provided to the Construction Manager or other City designee for review and approval. Architect may be required to make changes in the drawings and specifications should Construction Manager or City designee deem the Construction Estimate excessive or unreasonable. Following the approval of the Construction Estimate by the Construction Manager or designee, the City Council shall consider whether to authorize the Architect to perform the remaining Services contemplated under this Agreement. Architect shall not perform other Services beyond this Schematic Plan Phase following the provision of the Construction Estimate until formal approval and authorization has been obtained from the City Council and a formal notice to proceed has been received from the City. If Architect perceives site or other considerations which render the Project cost prohibitive, Architect shall disclose such conditions in writing to City immediately. Architect shall provide a preliminary written time schedule for the performance of all construction work on the Project. Any cost estimates provided by Architect in the performance of its Services represent Architect's reasonable professional judgment based on circumstances in which the estimate is rendered, but any such estimate shall not constitute a warranty or representation that bids will not vary from such estimate. 3.3 Meetings with City. As directed by the City, Architect shall meet with staff on a regularly scheduled basis and the City Council or community, up to four (4) meetings as scheduled by the City's representative to discuss and present concepts regarding the schematic design of the facility. This will include general design principles related to the new City Hall and how it will architecturally fit with the existing Civic Page 22 of 33 S DPU 6 \SAKI NS\3 56844.4 • Center. 0 3.4 Copies of Schematic Plans and Other Documents. Architect, as a reimbursable expense, shall provide a complete set of the Schematic Plans described herein for City's review and approval. Additionally, at City's expense, Architect shall provide such documents as may be required by any federal, state, regional or local agencies concerned with the Project. Any additional copies required by City shall be provided at actual cost to City. 4. DESIGN DEVELOPMENT PHASE. Upon approval of the Schematic Plan Phase by the City and authorization to proceed, the Architect shall commence the design development phase of the Project, which shall include the following: 4.1 Design Development Documents. Once City provides Architect with specific written approval of the Schematic Plans described herein, Architect shall prepare design development documents consisting of: (1) site and floor plans; (2) elevations; and (3) any other drawings and documents sufficient to fix and describe the types and makeup of materials, as well as the size and character of the Project's structural, mechanical and electrical systems, and to outline the Project specifications ( "Design Development Documents "). The Design Development Documents shall be prepared in sufficient form to present to the City Council for approval. 4.2 Copies of Design Development and Other Documents. Architect shall provide a complete set of the Design Development Documents described herein for City's review and approval. Additionally, at City's expense, Architect shall provide such documents as may be required by any federal, state, regional or local agencies concerned with the Project. Any additional copies required by City shall be provided at actual cost to City. 4.3 Updated Construction Budget. Architect and its Consultants shall use the Preliminary Construction Budget and their experience with the Project to establish an updated estimate of probable construction costs, containing detail consistent with the Design Development Documents as set forth herein and containing a breakdown based on types of materials and specifications identified herein ( "Architect's Updated Project Budget "). 4.4 Timetable. Architect shall provide a written preliminary timetable for full and adequate completion of the Project to City. 4.5 Application for Approvals. Consistent with Section 3.5.4 of the Agreement, Architect shall assist City in applying for and obtaining required approvals from federal, state, regional or local agencies concerned with the Project construction. To the extent such information is within the scope of its Services, Architect shall furnish architectural and engineering information required to prepare applications to applicable utilities to aid in the construction of the Project and to assist City in obtaining final Project approval and acceptance by the above regulatory agencies as may be required. Page 23 of 33 SDPUBISAK INS\356844.4 0 0 4.6 Color and Other Aesthetic Issues. Architect shall provide, for City's review and approval, a preliminary schedule of color materials and selections of textures, finishes and other matters involving an aesthetic decision about the Project. 5. FINAL WORKING DRAWINGS AND SPECIFICATIONS. During the final working drawings and specifications phase of the Project, Architect shall do the following: 5.1 Final Working Drawings and Specifications. Once City provides Architect with specific written approval of the Design Development Documents described herein, Architect shall prepare working drawings and specifications ( "Final Working Drawings and Specifications "). Such Final Working Drawings and Specifications shall be developed from the Schematic Plans and Design Development Documents approved by City. The Final Working Drawings and Specifications shall set forth in detail the following: (1) the applicable requirements for the construction of the Project; (2) the materials, workmanship, finishes, and equipment required for the architectural, structural, mechanical, and electrical systems; and (3) the utility service connection equipment and site work. As indicated in Section 3.9.2, City may be requested to supply Architect with the necessary information to determine the proper location of all existing improvements on and off site, including record drawings ( "as -built drawings ") in City's possession. Architect shall be entitled to rely upon such information to evaluate whether such improvements meet the performance criteria required by the Construction Contract(s). Architect will make a good -faith effort to observe visually exposed and accessible site conditions. City shall also make a good -faith effort to verify the accuracy of the as -built drawings and provide any supplemental information to Architect which may not be shown on the as -built drawings. 5.2 Form. The Final Working Drawings and Specifications must be in such form for submittal to the building department for plan check and permit process and to the City for bidding. The Final Working Drawings and Specifications shall be clear and legible so that uniform copies may be on standard architectural size paper, properly indexed and numbered, and shall be capable of being clearly copied and assembled in a professional manner by Architect. 5.3 Approval and Revisions. City shall review, study, and check the Final Working Drawings and Specifications presented to it by Architect, and request any necessary revisions or obtain any necessary approvals by the City Council, subject to the approval of all federal, state, regional or local agencies concerned with the Project. Architect shall make all written City - requested changes, additions, deletions, and corrections in the Final Working Drawings and Specifications, so long as they are not in conflict with the requirements of public agencies having jurisdiction or prior approval, or inconsistent with earlier City direction or Architect's professional judgment. Architect shall bring any conflicts and/or inconsistencies, of which it becomes aware, to the attention of City. The City reserves the right to conduct one or more constructability review processes with the Final Working Drawings and Specifications, and to hire an independent architect or other consultant to perform such reviews. Any such independent Page 24 of 33 S DPU BISAKINS356844.4 0 0 constructability review shall be at City's expense. Architect shall make all written City - requested changes, additions, deletions, and corrections in the Final Working Drawings and Specifications which may result from any constructability review, so long as they are not in conflict with the requirements of public agencies having jurisdiction or prior approval, or inconsistent with earlier City direction or Architect's professional judgment. If such changes, additions, deletions or corrections are inconsistent with prior City direction or prior approvals of public agencies, Architect shall make such alterations and be compensated therefore pursuant to the Additional Services provision of this Agreement. 5.4 Costs of Construction. It is understood by Architect that should the Final Working Drawings and Specifications be ordered by City, City shall specify the sum of money set aside to cover the total cost of construction of the work, exclusive of Architect's fees and cost of furnishings, furniture and equipment. Should it become evident that the total construction cost will exceed the specified sum, Architect shall at once present a statement in writing to the City's Representative setting forth this fact and giving a full statement of the cost estimates on which the conclusion is based. 5.5 Copies of Final Working Drawings and Specifications and Other Documents. Architect shall provide one (1) set of Final Working Drawings and Specifications described herein for City's review and approval. Any additional copies required by the City shall be provided at actual cost to the City. Architect shall provide such additional documents as may be required by any federal, state, regional or local agencies concerned with the Project as a Reimbursable. 6. CONSTRUCTION CONTRACT DOCUMENTS. During the construction contract documents phase of the Project, Architect shall do the following: 6.1 Bid and Contract Documents. If so required by City, Architect shall assist City in the completion of all bid and construction documents, including but not limited to, the Notice Inviting Bids, Instructions to Bidders, Contract Bid Forms (including Alternate Bids as requested by City), Contract, General Conditions, Supplementary General Conditions, Special Conditions and other applicable affirmative action documents, Performance Bond, Payment Bond, Escrow Agreement for Security Deposits, and any other certifications and documents required by federal, state and local laws, rules and regulations which may be reasonably required in order to obtain bids responsive to the specifications and drawings. The Architect's assistance shall be limited to advice on technical architectural matters and shall not include advice on legal or insurance matters. All such documents shall be subject to the approval of City and City's legal counsel. 6.2 Final Estimate. At the time of delivery of the bid and construction documents, which shall include the Final Working Drawings and Specifications (collectively referred to herein as the "Construction Documents "), Architect shall provide City with its final estimate of probable construction cost ( "Architect's Final Estimate "). Page 25 of 33 SWUMSAK W 51356844.4 i 7. BID PHASE. 0 During the bid phase of the Project, Architect shall do the following: 7.1 Reproducible Construction Documents. As a reimbursable expense, once City provides Architect with specific written approval of the Construction Documents and Architect's Final Estimate, Architect shall provide to City one set of reproducible Construction Documents. 7.2 Distribution of Contract Documents and Review of Bids. Architect shall assist City in distributing the Construction Documents to bidders and conducting the opening and review of bids for the Project. 8. CONSTRUCTION PHASE. During the construction phase of the Project, Architect shall do the following: 8.1 Observation. Pursuant to Section 8.4, the Project Architect shall observe visually exposed and accessible work executed from the Final Working Drawings and Specifications in person, provided that City may, in its discretion, consent to such observation by another competent representative of Architect. 8.2 General Administration. Architect shall provide general administration of the Construction Documents and the work performed by the contractors as set forth in this Section 8, Construction Phase. 8.3 Pre - Construction Meeting. Architect shall conduct one or more pre - construction meetings, as the City determines is needed for the Project, with all interested Parties. 8.4 Site Visits of Contractors' Work. Architect shall conduct site visits to observe each contractors' work for general conformance with the Construction Documents and with any approved construction schedules or milestones. Such site visits shall be conducted at intervals appropriate to the stage of construction, according to the Standard of Care, but in no event less than weekly. These services are included as part of the hours allocated for Construction Administration in Section 8.5. 8.5 Site Visits to Communicate With City Inspectors. Architect shall conduct site visits to communicate with City inspectors. Such site visits shall be scheduled for times mutually acceptable to Architect and City but shall not exceed the total hours set forth herein. Architect, the City inspectors and the Project contractors shall communicate with one another to provide Architect with the necessary information for preparation of a record set of drawings and specifications. Architect shall not have authority over and shall not be responsible or liable for the services performed by City's Inspectors. A total of twenty (20) hours per week will be allocated during the construction phase (construction schedule is based on a maximum construction schedule of sixteen (16) months or as may otherwise be agreed upon by the Parties): Page 26 of 33 S DPU B \SAK IN 5356844, 4 • i ♦ 16 hours— Construction Administration ♦ 4 hours — Admin. /Support 8.6 Coordination of Architect's Consultants. Architect shall cause all architects, engineers and other consultants, as may be retained by Architect, to observe the work completed under their disciplines as required in Consultants' Agreement with Architect. Architect shall not be responsible or liable for the technical accuracy or adequacy or the timeliness of the services and work product by the City's consultants. Architect shall rely on the adequacy, accuracy, completeness and coordination of the services and work product provided by the City's consultants. 8.7 Reports. Consistent with the Standard of Care, Architect shall make regular reports as may be required by applicable federal, state or local laws, rules or regulations, as well as the federal, state, regional or local agencies concerned with the Project construction. 8.8 Written Reports. Based on periodic and cursory field observation Architect shall make written reports to City as necessary to inform City of problems arising during construction, changes contemplated as a result of each such problems, and progress of the Project work. 8.9 Written Records. Architect shall keep accurate written records of the general progress and quality of the Project work and the time schedules, and shall advise the contractors and City of any deviations from the time schedule which could delay timely completion of the Project. Notwithstanding, the contractors remain solely responsible for scheduling and complying with the construction schedule. 8.10 Review and Response to Contractors' RFIs. The Architect shall, with reasonable promptness, respond to contractors' request for clarification or interpretation of the requirements of the Construction Documents. However, if the information requested by the contractors is apparent from field observations, is contained in the Construction Documents or is reasonably inferable from them, the contractors shall be responsible to the City for all reasonable costs charged by the Architect to the City for additional services required to provide such information. 8.11 Review and Response to Submissions. Consistent with the Standard of Care, Architect shall endeavor to review and respond, within fourteen (14) calendar days to all timely and properly prepared schedules, submittals, shop drawings, samples, and other submissions of the contractors and subcontractors to the extent such submissions are a requirement of the Construction Documents. Architect's review and response shall be taken with such reasonable promptness as to cause no unreasonable delay in the work while allowing sufficient time in the Architect's professional judgment, to permit adequate review. Further, Architect's review and response is only for the limited purpose of checking for conformance with information given and the design concept expressed in the Construction Documents. Architect's review is not conducted for the purpose of determining the accuracy and completeness of other details such as dimensions and Page 27 of 33 SDPUB \SAK I NS \356844.4 0 • quantities, or for substantiating instructions for installation or performance of equipment or systems, all of which remain the responsibility of the contractors as required by the Construction Documents. The Architect's review and response shall not constitute approval of safety precautions or of any construction means, methods, techniques, sequences or procedures. Further, the Architect's review and response to a specific item shall not indicate review and response 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 Construction Documents, the Architect shall be entitled to rely upon such certifications to establish that the materials, systems or equipment will meet the performance criteria required by the Construction Documents. 8.12 Rejection of Work. Architect shall recommend to City to reject work or materials which, in the judgment of the Architect, do not conform to the Construction Documents. Architect shall immediately notify the contractor(s) of rejections by City. Architect shall have the authority to recommend to the City that additional inspection or testing of the work be performed, whether or not such work is fabricated, installed or completed. However, nothing in this provision or a decision made in good faith either to recommend to reject or not reject work or materials shall give rise to a duty or responsibility of the Architect to the contractors, subcontractors, material and equipment suppliers, or any other persons performing portions of the work. 8.13 Substitutions. Architect shall consult with City within the time period established by Public Contract Code section 3400 and the applicable Project construction contract with regard to substitution of materials, equipment and laboratory reports thereof, prior to the City's final written approval of any proposed substitutions. Consultation with the City for substitutions after the time period established by Public Contract Code section 3400 and the applicable Project construction contract shall be billed as Additional Services. 8.14 Revised Documents and Drawings. Consistent with the Standard of Care, and upon agreement of both Parties, Architect shall prepare, at no additional expense to City, all documents and /or drawings made necessary by negligent errors and omissions in the originally approved Construction Documents. 8.15 Change Requests and Material Changes. Architect shall evaluate and advise City, in a timely manner and in writing, of any change requests and material change(s) which may be requested or necessary in the Project plans and specifications. Architect shall provide the City with its opinion as to whether such change requests should be approved, denied or revised. If the City has not hired a construction manager or other person to do so, the Architect shall prepare and execute all change orders and submit them to the City for authorization. These services shall be billed as Additional Services. If the City has designated a construction manager or other person to prepare all change orders, the Architect shall review all change orders prepared by such person, execute them and deliver them to the City for authorization if they meet with the Architect's approval, or submit them to the City with recommendations for revision or denial if necessary. Page 28 of 33 SDPUB \SAK INS \3 56844.4 0 0 8.16 Applications for Payment. Architect shall review contractor's applications for payment, and shall issue certificates for payment in amounts approved by the City's inspector. 8.17 Final Color and Product Selection. Architect shall coordinate final color and product selection with City's original design concept. 8.18 Substantial Completion. Architect shall determine the date of substantial completion, in consultation with the City. 8.19 Punch List. After determining that the Project is substantially complete, Architect shall participate in the inspection of the Project and shall review all remaining deficiencies and minor items needed to be corrected or completed on the Project, including those identified on the punch list prepared by the contractor ( "Punch List Items "). Architect shall notify contractor in writing that all Punch List Items must be corrected prior to final acceptance of the Project and final payment. Architect shall also notify City of all Punch List Items. 8.20 Warranties. Upon receipt from the contractors, Architect shall forward to City for its review and records, materials assembled by the contractor and subcontractors with regard to all written warranties, guarantees, owners' manuals, instruction books, diagrams and any other materials required from the contractors and subcontractors pursuant to the Construction Documents. 8.21 Certificate of Completion. Consistent with the hours set forth in Section 8.5, Architect shall participate in any further inspections of the Project necessary to issue Architect's Certificate of Completion and final certificate for payment. 8.22 Documents for Project Close -Out. Architect shall cause all other architects, engineers and other consultants, retained by Architect, to file any and all required documentation with the City or other governmental authorities necessary to close out the Project. Architect shall assist the City in obtaining such documentation from all other architects, engineers, or other consultants. 9. RECORD SET DRAWINGS. During the record set drawings phase of the Project, Architect shall do the following: 9.1 Record Set Drawings and Specifications. Not later than thirty (30) days after substantial completion of the Project, before receipt of final payment, Architect shall review and forward the Final Working Drawings and Specifications, indicating on them the reported location of the work and significant changes made during construction as reflected by change orders pursuant to the Construction Documents, data and markups provided by the contractors, as well as information called for on the specifications, thus producing a record set of Final Working Drawings and Specifications ( "Record Set Drawings and Specifications "). The Record Set Drawings and Specifications shall show, among other things, the location of all concealed pipe, buried conduit runs and other Page 29 of 33 SDP U B\SAK I NS \3 56844.4 0 0 similar elements within the completed Project to the extent that information is provided to Architect. Architect and City acknowledge that the Record Set Drawings and Specifications represent information supplied to Architect by the City's inspectors and the contractors. City shall require its inspectors and contractors to review the drawings and specifications and certify they are correct. Architect shall not be responsible or liable for the adequacy, accuracy, reliability, completeness or coordination of the mark -ups, data and information provided by others. 9.2 Approval. Once City provides Architect with specific written approval of the Record Set Drawings and Specifications, Architect shall forward to City the complete set of original Record Set Drawings and Specifications or a complete set of reproducible duplicate Record Set Drawings and Specifications. The tracing shall be of such quality that clear and legible prints may be made without appreciable loss of detail. 9.3 Documents for Final Payment. Prior to the receipt of Architect's final payment, Architect shall forward to City all of the following: (1) one clear and legible set of reproductions of the computations; (2) the original copy of the specifications; (3) the Record Set Drawings and Specifications as required herein; and (4) Architect's Certificate of Completion. 10. WARRANTY PERIOD. During the warranty period phase of the Project, Architect shall do the following: 10.1 Advice. Architect shall provide advice to City on apparent deficiencies in the Project during any applicable warranty periods for the Project but not to exceed one (1) calendar year following the filing of the Notice of Completion for the construction of the Project. Page 30 of 33 SDPUB \SAK IN SO 56844.4 0 • EXHIBIT "B" FEESCHEDULE The City has agreed to pay Architect for the Schematic Plan Phase, a not —to- exceed fixed fee of ONE HUNDRED FIFTY TWO THOUSAND DOLLARS ($152,000), ( "Schematic Plan Fee ") and a not -to- exceed amount of TWELVE THOUSAND DOLLARS ($12,000) for reimbursable expenses for the Schematic Plan Phase. If the City Council approves the Construction Estimate and authorizes the award of the remaining services, the City shall pay Architect for all Services a fixed lump sum of twelve percent (12 %) of the Construction Estimate prepared by the Architect at the end of the Schematic Plan Phase and approved and accepted by the City ( "Total Compensation'). The Total Compensation amount shall include the Schematic Design Fee of $152,000. The difference between the Total Compensation (12% of the approved and accepted Construction Estimate) and the Schematic Plan Fee ($152,000) shall be paid/allocated to the Architect in accordance with the following percentage fee schedule, which may be subject to revision by mutual agreement of the Parties following the Schematic Plan Phase: Project Phase %age Design Development 25% Construction Documents /Bidding 50% Construction and Post Construction 25% TOTAL 100% S D P U MS A K l N S \3 5 6 844. 4 31 0 0 EXHIBIT "C" COMPENSATION RATES AND REIMBURSABLE EXPENSES I. HOURLY COMPENSATION RATES. Steinberg Architects hourly rate schedule, effective September 1, 2007 Principal $221 Senior Project Manager 167 Senior Designer 165 Project Manager 152 Project Architect 147 Designer 142 Job Captain 128 Intermediate Designer 116 Designer /Drafter 95 Administrative Staff 84 Intern 68 Architect's hourly rates are adjusted annually on the first of September in accordance with normal salary review practices. 2. REIMBURSABLE EXPENSES. Reimbursable expenses shall include mileage, postage, reproductions, plots, messengers, renderings, photography, and fees paid for securing approval by authorities having jurisdiction over the project and consultants, if required. Unless indicated in the Agreement, these expenses shall be billed by the Architect to the City at one point one (1.10) times their actual cost with no fixed limit. Further detail regarding Reimbursable Expenses is provided in Section 3.10.3. 3. ADDITIONAL SERVICES. Additional Services shall be computed at the actual hourly rates listed above, and are detailed in Section 3.8 and Exhibit A of the Agreement. 4. ADDITIONAL CONSULTANTS. If City requires Architect to hire consultants to perform any Additional Services, Architect shall be compensated therefore at the consultant's actual hourly rates. City shall have SDPLIB \SAK W SU56844. 4 32 0 the authority to review and approve the rates of any such consultants. S DPU6 \SAKINS\356844. 4 33 0