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AGREEMENT BETWEEN THE CITY OF ARCADIA AND WMM ASSOCIATES
FOR ARCHITECTURAL DESIGN AND CONSULTING SERVICES
THIS AGREEMENT is made and entered into in the City of Arcadia on this ` Y' -`' day of
i 20_; by and between the CITY OF ARCADIA , a municipal corporation, hereinafter referred
to as CITY, and WMM Associates, hereinafter referred to as ARCHITECT.
-VV II11ESSEIH
WHEREAS, in November 1999, CITY distributed a Request for Qualifications for
architectural design and consulting services for a new Police Facility (hereinafter referred to as "the project ").
WHEREAS, pursuant to said request, ARCHITECT submitted a proposal which was
accepted by CITY for services.
NOW THEREFORE, in consideration of their mutual promises, obligations and covenants
hereinafter contained, the parties hereto agree as follows:
1. TERM. The term of this Agreement shall be from the date this Agreement is made and
entered, as first written above, until the completion of services and acceptance of the deliverable products and
services as specified in Exhibits A, B, and C.
2. INCORPORATION BY REFERENCE, Exhibit A, Exhibit B, and Exhibit C are hereby
incorporated in and made part of this Agreement.
3. CITY'S OBLIGATIONS. For furnishing services as specified in this Agreement CITY
will pay and ARCHITECT shall receive in full compensation therefor a total sum based on the compensation
schedule shown in Exhibit A attached hereto and made part of this Agreement.
Payments to the ARCHITECT shall be made within 30 days after receipt of an original
invoice and back up materials from the ARCHITECT and acceptance of the invoice and back up by the CITY.
4. ARCHITECT'S OBLIGATIONS. For and in consideration of the payments and
agreements hereinbefore mentioned to be made and performed by CITY, ARCHITECT agrees with CITY to
provide services as specified and to do everything required by this Agreement, the said Request for
Qualifications and Exhibits A, B, and C attached hereto. Without limiting the generality of the foregoing,
ARCHITECT warrants on behalf of itself and all subcontractors engaged for the performance of this
Agreement that only persons authorized to work in the United States pursuant to the Immigration Reform and
Control Act of 1986 and other applicable laws shall be employed in the performance of the work hereunder.
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indemnify, and hold harmless CITY, its officials, officers, employees, consultants, representatives, and agents
from and against all claims, lawsuits, liabilities, expenses, and damages of whatsoever nature arising out of or
in connection with, or relating in any manner to any act or omission of ARCHITECT, its agents, employees,
and subcontractors of any tier and employees thereof in connection with the performance or non performance
of this Agreement. The ARCHITECT shall thoroughly investigate any and all claims and indemnify and do
whatever is necessary to protect the CITY, its officials, officers, employees, consultants, agents and
representatives as to any such claims, lawsuits, liabilities, expenses or damages.
Further, ARCHITECT shall hold harmless, indemnify and defend the City and its
officials, officers, employees, consultants, representatives, and agents from any claim, demand, damage,
liability, loss, cost or expense, for any damage whatsoever, including but not limited to death or injury to any
person and injury to any property, resulting from misconduct, negligent acts, or omissions, or for want of care
or skill on the part of ARCHITECT or any of its officers, employees or agents in the performance of this
agreement.
6. INSURANCE. ARCHITECT shall furnish CITY with proof (including without limitation
endorsements) of the following minimum insurance coverages prior to the execution hereof:
I imits of Covpragp
a) General Comprehensive Liability $1,000,000 Combined
(must be written on an occurrence Single Limit
form and include bodily injury and
property damage
b) Automobile Liability for owned $1,000,000
autos and nonowned /hired autos
(must be written on an occurrence
form)
c) Professional Liability /Errors $1,000,000
& Omissions
d) Worker's Compensation Statutory
e) Employer's Liability $250,000
Coverage 6 a) and b) shall also include and additional insured
endorsement covering the CITY, its officials, officers, agents,
consultants and employees, and all of the foregoing insurance
shall include an unequivocal clause stating that none of the
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required insurance shall be canceled or materially changed
without 30 days prior written notice to the CITY. Insurance must
be provided by a California admitted company having a rating no
lower than A:VII in Best's Insurance Guide.
7. AMENDMENTS. Any amendment, modification, or variation from the terms of this
Agreement shall be in writing and shall be effective only upon approval by the City Manager.
8. TERMINATION. ARCHITECT may terminate this Agreement only for breach of
contract by City and upon 30 days written notice. CITY may terminate this Agreement without cause, and
upon 30 days written notice to ARCHITECT in which case ARCHITECT shall be entitled to receive
compensation for the reasonable value of the ARCHITECT'S services adequately performed through the
termination date. Notwithstanding the foregoing 30 -day notice requirements, if, during the term of this
Agreement, CITY determines that ARCHITECT is not faithfully abiding by any term or condition contained
herein, City may give ARCHITECT notice that ARCHITECT thereafter has 24 hours (one day) in which to
perform said work or cure the deficiency. If ARCHITECT has not performed the work or cured the deficiency
within the time specified in the notice, or if a similar failure to perform or deficiency is repeated, such shall
constitute a breach of this Agreement and CITY may terminate this Agreement immediately upon written
notice to ARCHITECT to said effect. In said event, ARCHITECT shall be entitled to the reasonable value of
its services adequately performed up to the day it received CITY's Notice of Termination, minus any offset
from such payment representing the CITY's damages from such breach. Failure of the ARCHITECT to
provide CITY staff reports, exhibits, drawings, documents, charts, graphs and other material which meets or
exceeds reasonable professional standards and in a timely manner, shall cause damages which are
unascertainable at the inception hereof, entitling the CITY to offset any payments due on the contract in the
form of liquidated damages not exceeding the balance due on the contract, and not as a penalty. CITY
reserves the right to delay any post- termination payment until completion or confirmed abandonment of the
project, as may be determined in the CITY's sole and absolute discretion, so as to permit a full and complete
accounting of costs. In no event shall ARCHITECT be entitled to receive in excess of the compensation in its
proposal /bid.
9. ASSIGNMFNT /Sl1CCFSSORS. Neither party hereto shall assign any of the benefits
or burdens hereunder without the prior written consent of the other party hereto. Assigns and successors to
the parties hereto shall be bound by the provisions hereof.
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10. COMPI FIF AGR FMENT. This written Agreement, including all writings specifically
incorporated herein by reference, shall constitute the complete agreement between the parties hereto. No
oral agreement, understanding, or representation not reduced to writing and specifically incorporated herein
shall be of any force or effect, nor shall any such oral agreement, understanding, or representation be binding
on the parties hereto.
11. TIME OF PFRFORMANCF. Time is of the essence in this Agreement.
12. ANTI - DISCRIMINATION, In the performance of the terms of this Agreement,
ARCHITECT agrees that it will not engage in, nor permit such subcontractors as it may employ to engage in
discrimination in employment of persons because of the age, race, color, creed, sex, sexual orientation,
national origin, ancestry, religion, physical disability, medical disability, medical condition, or martial status of
such persons. Violation of this provision may result in the imposition of penalties referred in Labor Code
Section 1735.
13. AUnl , CITY shall have the right at any time, during normal business hours, to
inspect, copy, and /or audit all records and other written materials used by ARCHITECT in preparing its
statements to CITY as a condition precedent to any payment to ARCHITECT.
14. NOTICE. All written notices to the parties hereto shall be sent by United States mail,
postage prepaid by registered or certified mail and addressed as follows:
CITY Donald Penman, Assistant City Manager /Development Services Director
City of Arcadia
240 West Huntington Drive
Arcadia, CA 91066 -6021
ARCHITECT Stephen Wiley
WMM Associates
3731 Wilshire Boulevard, Suite 780
Los Angeles, CA 90010
15. AUTHORITY TO EXECUTE AGREEMENT. Both CITY and ARCHITECT do covenant
that each individual executing this Agreement on behalf of each party is a person duly authorized and
empowered to execute agreements for such party and, thereby bind such party to the terms and provisions
hereof.
16. CONEI ICT OF INTEREST, Neither ARCHITECT nor any employees, agents or
subcontractors of ARCHITECT who will be assigned to this project, to the best of ARCHITECT's knowledge,
own any property or interest in properties, business relationships or sources of income which may be affected
by the performance of this Agreement (other than an interest in the ARCHITECT itself). Should either party
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hereto learn of any such interest, income source or business relationship, such fact shall immediately be
brought to the attention of the other party hereto. If the parties thereupon cannot mutually agree upon a
means to eliminate the conflict CITY may terminate the Agreement immediately on the same conditions
applicable when ARCHITECT fails to provide to the CITY staff reports, exhibits, charts, etc. (See Section 8
hereof).
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed the
day and year first above written.
ATTEST:
APPROVED AS TO FORM:
CITY OF ARCADIA, A Municipal Corporation
BY: - �2 - - z�
ROGERXHANDLER, MAYOR
THE CITY OF ARCADIA, CALIFORNIA
S&-A�6)
By: i.01
Stephen P. Deitsch, City Attorney Stephen W'
WMM A ates J
APPROVED AS TO CONTENT: GOI;!Fp 730j
License No.
William R. Kelly, City Manager
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EXHIBIT A
COMPENSATION SCHEDULE
Total fixed contract amount for the project is 9.25% based upon the estimated cost of construction fixed at the
end of the Design Development Phase and approved by the CITY. This estimated cost of construction will
include a 2.5% contingency for purposes of determining the total fee.
If, after the construction bids are received, the amount of the lowest qualified bid (from the lowest responsible
bidder as determined by the CITY) is more than the estimated cost, see Item D, Exhibit C.
The contract amounts are distributed as follows:
a. Schematic Design
15%
b. Design DevelopmenUP.D. Permit
15%
c. Construction Document Preparation and Bidding
40%
d. Construction and Post - Construction Services
20%
e. Interior Design - Space Planning
10%
The above amounts include all ARCHITECT'S and consultants' fees and travel time and expenses (except
prior CITY authorized out of town travel for over 100 miles), and those other reimbursables provided for in
Exhibit B.
Payments will be made, per the Agreement, based upon actual percentage of work approved by the CITY as
completed for the pay period requested, not to exceed the amounts shown in each individual category (a, b, c,
d, and e shown above). Percent complete of ARCHITECT'S consultant's work must be considered in all pay
requests.
Reproductions of all work completed pertaining to each pay request and any additional back up material shall
be submitted to CITY upon request by CITY.
Items a, b, c, d, and e above are fixed fees and represent the percentage of the 9.25% fixed fee.
Construction
Sufficient funds, as determined by the CITY, shall be retained from the Construction Document Phase until
approvals have been granted from all agencies having jurisdiction over the project and the agencies are
willing to issue permits (building permit pending certified pad).
The construction services portion of the contract, item d. above, shall be based on 20% of the total fee paid to
the ARCHITECT, paid monthly in installments whose apportionment is based on the gross percentage paid to
the construction contractor.
CITY shall retain sufficient funds not to exceed 10% of the fee for this phase of work, due ARCHITECT from
the Construction and Post- Construction Phase until the building is finaled, a Certificate of Occupancy is
issued and all documents required of the ARCHITECT have been submitted.
The ARCHITECT shall attend all regular construction progress meetings as well as other meetings as
necessary for the orderly completion of the project. ARCHITECT'S consultants shall visit the job site
periodically and participate in job meetings as necessary. These job site visits and participation in
construction progress meetings as well as other meetings as necessary shall be compensated under the fixed
contract amount.
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In the event CITY requests additional work, such work shall be authorized by the City in writing prior to
commencing any work and shall be at the following rates:
All Applicable Rates (including ARCHITECT'S consultants) Per Hou (complete)
Principal
$120
Associate Architect
$85
Designer /Planning /Programming /Field Administration
$70
Project Captain — Technical 1
$60
Project Captain —Technical 11
$50
Project Captain —Technical I11
$40
Consultant - Hourly Rates Plus 15%
All bills will be paid pursuant to the Agreement except those which are contested or questioned and returned
by CITY with written explanation within 20 days of receipt of invoice. ARCHITECT shall provide to CITY a
written response to any invoice contested or questioned and further, upon request of CITY, provide CITY with
any and all documents related to any invoice. All invoices involving consultant services under this hourly rate
section shall be provided to CITY by ARCHITECT.
All plan check, processing fees, permit fees and special district fees will be paid by the CITY.
The CITY maTquire a model of the proposed facility. The CITY reserves the right to hire an independent
firm to construct a model of the proposed facility.
All prints and reproduction charges for documents used by ARCHITECT and his /her consultants and for "in
house" use, are included in the contract price.
One set of reproducibles and two copies of the documents and drawings are included in the contract price of
each of the four phases of work. Otherwise, CITY will pay for reproductions of documents ordered by the
CITY, specifically, for plan review, plan check, bidding, construction, back up for invoices, and other CITY
uses according to a CITY approved schedule. Additionally, City will pay for long distance travel over 100
miles per occurrence in connection with the project; living expenses in connection with out -of -town travel;
long- distance communications; and rental or purchase of special equipment and materials.
Phone calls, faxes, computer time, and normal delivery charges are included in the contract price. If the CITY
orders special overnight delivery, the charges will be reimbursed at 115% of the documented cost.
NOTE: Partial payments may be made at sole option of CITY. Partial payments are a courtesy only and in
no way constitute an amendment to this payment schedule.
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.■ .
ARCHITECT acknowledges that he /she has read and understands the Needs Assessment dated September
3, 1999.
ARCHITECT shall provide architectural and related design services for the design and construction of a new
Police Facility, with an essential building totaling about 42,000 square feet with surface parking and a
secondary structures of about 16,000 square feet. The ARCHITECT shall be also provide Schematic Design
only for overall Civic Center site planning, plans, specifications, and landscape plans.
It is the intent of the Agreement that ARCHITECT shall provide, without limitation, the necessary design,
drawings, calculations, specifications and documents necessary to obtain approvals of all agencies having
jurisdiction over the project and for the bidding and construction of the on and off site improvements and the
Police Facility itself. Construction observation and administrative services are also a part of ARCHITECT'S
services.
The ARCHITECT is to process all required documentation through the agencies having jurisdiction, including,
without limitation, all utility companies, health and fire departments and State Board of Corrections. The
ARCHITECT shall attend meetings and prepare calculations and documents necessary to obtain all approvals
including meetings in Sacramento. ARCHITECT will make the required corrections in order to obtain
approvals; however, ARCHITECT will inform CITY of all requested agency corrections and negotiate
alternatives with governing agencies if owner directs ARCHITECT to do so.
The individual directly responsible for ARCHITECT's overall performance of the Agreement provisions and to
serve as principal liaison between CITY and ARCHITECT during performance of all work under the
Agreement shall be Stephen Wiley. Only upon written agreement of the parties other individual(s) may be
substituted in the above capacity.
The individual directly responsible for the CITY shall be Donald Penman, Assistant City
Manager /Development Services Director.
The CITY will select an independent Construction Management firm to oversee the CITY's interest in the
construction management and project coordination of this capital improvement. A close working relationship
between the Project Coordinator and the ARCHITECT is required during hot�n and ronstruction.
The architectural services will include, without limitation, all services performed by the ARCHITECT,
ARCHITECT'S employees, and the ARCHITECT'S consultants and identified in the Request for Proposal for
Police Facility Architectural Services and WMM Associates Technical Proposal dated December 13, 1999.
They include all responsibilities outlined in the Scope of Services and typically required for design and
construction of a building of this nature. The ARCHITECT shall retain the services for all necessary
consultants including, without limitation, mechanical, electrical, communication, security, structural, civil, Title
24, acoustical, interiors /space planners, and landscape. Specifically regarding communications, the CITY
wants no down time as part of the transition from the existing facility to the new facility for dispatch and other
communications related activities. The communications consultant shall be responsible for developing a plan
to implement this objective, in addition to providing consulting services in other communications related areas.
As with all consultants proposed by the ARCHITECT, the CITY reserves the right to approve or reject the
communication consultant recommended by the ARCHITECT.
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The ARCHITECT, through ARCHITECT'S consultants, will be expected to prepare plans for all on and off site
work directly related to police facility project, including, but not limited to, utilities, street improvements, public
walkways, parking lot improvements, exterior lighting, and driveways.
The ARCHITECT understands and agrees that the CITY strongly encourages public participation and a
number of public presentations, at various stages of the project, will be required. All meeting attendance and
participation related costs shall be incorporated as part of the ARCHITECT'S basic fee, including preparation
of exhibits and renderings (but not models).
The design of the facility shall meet all requirements of the applicable jurisdictions, codes, and regulations,
including, but not limited to, those related to essential facilities, Americans with Disabilities Act, and Title 24 of
the California State Building Code. ARCHITECT shall keep itself fully informed of, and in compliance with, all
applicable local, State and Federal laws, rules and regulations applicable to this agreement and its services.
The work of the ARCHITECT and consultants are separated into several phases, which are identified below
(calendar months are approximations):
March 2000 — May 2000
The CITY has completed a Police Facility Needs Assessment, and identified a probable square footage. This
schematic design phase will need to develop and finalize adjacencies, prepare drawings and other
documents illustrating the scale and relationship of the building components, prepare site plan options, and
determine actual building size. Additionally, a master construction plan for the Civic Center will need to be
prepared during this phase. The ARCHITECT shall prepare three (3) exterior elevation options during this
phase. The ARCHITECT shall prepare a cost estimate for the project at the conclusion of this phase. The
ARCHITECT shall also initiate discussion and coordinate preliminary plan review with the State Board of
Corrections of the jail facility.
: June 2000 — August 2000
Prepare design development documents consistent with plans, including plans for adjacencies, building
elevations, and building sections incorporating the ultimate size, character and finishes of the entire project,
including exterior elevations and finishes and landscape. ARCHITECT shall prepare two (2) final colored
architectural drawings and computer aided designs shall be prepared of the final selected design.
ARCHITECT shall also have completed all drawings and documentation of the jail facility for processing with
the State Board of Corrections. ARCHITECT shall prepare an updated cost estimate for the project at the
conclusion of this phase.
: August 2000 — February 2001
Prepare working drawings and complete specifications detailing the requirements for construction of the entire
project in an appropriate format for bid purposes. This will include, without limitation, both drawings, computer
aided designs and written specifications. ARCHITECT shall be responsible for determining availability of
various materials, i.e., tile, lighting fixtures, that are specified in the documents. The ARCHITECT shall
prepare a construction cost estimate at the completion of this phase. The City may also require the
ARCHITECT to prepare bid alternatives depending on the budget for the project.
Phase IV - C;nnstnirtinn Plan Review /Bidding; March 2001 — May 2001
The CITY will be responsible for submittal of the documents to various agencies for plan check (other than
Board of Corrections). ARCHITECT must incorporate revisions resulting from the plan check activities. The
ARCHITECT will continue to coordinate the review by the State Board of Corrections. ARCHITECT shall
participate in pre -bid meetings and be available and respond to construction bidders regarding requirements
of the project. ARCHITECT shall assist CITY staff in the receipt of sealed construction bids and analysis
thereof, including analysis of qualifications of bidder and verification of responsiveness to bid documents.
ARCHITECT will prepare all addenda to the bid documents. The City may also utilize a pre - qualification
process for potential construction firms, and ARCHITECT shall assist CITY in preparing pre - qualification
materials and review of pre - qualification submittals by construction firms.
Phase V - Construction: June 2001 — September 2002
The CITY will retain a firm to represent its interest in the various phases of this project, including construction
management and project coordination. Nonetheless, the ARCHITECT and ARCHITECT's consultants must
visit the job site on an as needed basis, and for periodic observation bi- weekly (at minimum) for purposes of,
but not limited to, coordination relative to construction and approval of all change orders, payment requests,
shop drawings, and the provision of record drawings. Ultimate responsibility for approval of change orders
and pay requests rests with the City based upon recommendation from ARCHITECT and construction
management firm.
The ARCHITECT shall advise and consult with the CITY during the construction phase and review and
approve samples, shop drawings, submissions, substitution requests, review change orders, respond to all
requests for information, issue field bulletins and requests for quotations. The ARCHITECT shall correct
errors, omissions and discrepancies as necessary. The ARCHITECT shall review and certify the amounts
due the contractor as progress payments.
The ARCHITECT shall provide a set of reproducible "record drawings" based upon the "as built" condition of
the furnished building. Both hard copies and diskettes of all "record drawings" shall be submitted to the CITY
in approved format, prior to any final certificate of payment. The ARCHITECT will also assist in preparation of
interim and final "punch" lists of construction related items and ensure final completion of list prior to final
payment.
The services of an interior design /space planning consultant is required for the project and the ARCHITECT
shall provide these required services.
Specifically, office layout, open office partition systems and furniture, and private office furniture must be
designed and specified for bidding purposes. The CITY has developed certain space and office furnishing
standards it has utilized for past public building construction projects which will be employed for this project as
well. The ARCHITECT will also assist in the bid review phase and installation of furniture systems.
Snils and GPntPrhnlral Servir.Ps
CITY shall furnish at its expense, the services of soils and geotechnical consultants, and all such studies
prepared by such consultants as are necessary for the design and construction of this Police facility.
The CITY shall furnish at its expense, all laboratory tests, reports, and specialty inspections as required by
law and /or as needed for the design and construction of the Police Facility.
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EXHIBIT C
In addition to the conditions set forth in the Request for Qualifications, the following Supplemental Conditions
shall be included in this Agreement.
A. CITY shall not be called upon to assume any liability for the direct payment of any salary, wage or other
compensation to any person employed by ARCHITECT performing services hereunder for CITY.
B. ARCHITECT is and shall at all times remain as to the CITY a wholly independent contractor. Neither the
CITY nor any of its officers, employees, servants or agents shall have control over the conduct of
ARCHITECT or any of ARCHITECT'S officers, employees or agents, except as herein set forth.
C. At the earlier time of 1) termination of this Agreement or 2) conclusion of all stages of work; all original
documents, designs, drawings, reports, calculations, diskettes, computer files, notes, and other related
materials in any tangible medium of expression, whether prepared by ARCHITECT or their consultant(s)
or obtained in the course of providing the services to be performed pursuant to this Agreement shall
become the sole property of the CITY and shall be delivered to CITY on demand.
Such Project documents and data shall be the property of the CITY whether or not the work for which
they were made is executed or completed. Notwithstanding the foregoing, the official copyright in all
project documents and data shall remain with the ARCHITECT or other applicable subconsultants.
This Agreement creates a non - exclusive and perpetual license for CITY to copy and use any and all
Project documents, data and any intellectual property rights therein for their intended purpose.
ARCHITECT shall require any and all subconsultants to agree in writing that District is granted such a
non - exclusive and perpetual license for the work of such subconsultants performed pursuant to this
Agreement.
ARCHITECT represents and warrants that ARCHITECT has the legal right to license any and all
copyrights, designs and other intellectual property embodied in the Project documents and data that
ARCHITECT prepares or causes to be prepared pursuant to this Agreement. ARCHITECT shall
indemnify and hold CITY and its officials, officers, employees, consultants, representatives and agents
harmless pursuant to the indemnification provisions of this Agreement for any breach of this paragraph.
ARCHITECT makes no such representation and warranty in regard to previously prepared designs,
plans, specifications, studies, drawings, estimates or other documents that were prepared by design
professionals other than ARCHIETECT and provided to ARCHIETECT by CITY,
ARCHITECT shall furnish CITY reproducible plans and copies of documents, reports, diskettes and
other items mentioned above upon request of CITY, during the evolution of work and at the completion
of the various stages of work as directed under this Agreement.
D. ARCHITECT shall use consultants listed in ARCHITECT'S response to the Request for Qualifications.
Any change in consultants shall be approved in advance, in writing, by the CITY.
The CITY has established a budget for the Police Facility Project (hard costs). The ARCHITECT has
assured the CITY that he /she will design the project within the budget and the CITY is relying on
ARCHITECT'S expertise in this regard and in the execution of all work under this Agreement. If actual
construction bids exceed the CITY'S established budget, the CITY may require the ARCHITECT, at the
CITY'S sole discretion, to redesign the facility to bring the project within the CITY'S established budget.
Such re- design shall be at ARCHITECT'S sole expense. However, the City may alter the scope, with
the concurrence of the ARCHITECT.
Contrwt c omiments: The CITY will provide ARCHITECT with copies of bidding documents, contracts,
bonds, agreements and forms to be used in the preparation of the contract documents. The
ARCHITECT shall be required to provide all necessary plans, specifications, special provisions and
other supportive technical construction notes and to incorporate CITY's requirements into the bid
documents. ARCHITECT to furnish computer disk of final bid documents.
The CITY, at its sole discretion, may furnish the above as a "Project Manual" to be used as a separate
document along with the specifications and drawings.
The CITY will review the specifications prepared by ARCHITECT and ARCHITECT will correlate their
specifications with CITY furnished bidding and contract documents.
ARCHITECT will check all documents carefully prior to submittal to CITY. In addition to building and
code plan check, the CITY'S construction team will review all drawings and specifications. ARCHITECT
will make the CITY requested clarifications and provide the requested details and notes on the plans
and specifications. ARCHITECT will provide a schedule for all of his /her work to be reviewed and
approved by the CITY.
E. Should interpretation of this Agreement, or any portion hereof, be necessary, it is deemed that this
Agreement was prepared by the parties jointly and equally, and shall not be interpreted against either
party on the ground that the party prepared this Agreement or caused it to be prepared.
No waiver of any provision of this Agreement shall be deemed, or shall constitute, a waiver of any other
provision, whether or not similar, nor shall any such waiver constitute a continuing or subsequent waiver
of the same provision. No waiver shall be binding, unless executed in writing by the party making the
waiver.
Should any provision of this Agreement be held by a court of competent jurisdiction to be invalid, void or
unenforceable, the remaining provisions shall remain in full force and effect.
In the event any action, suit or proceeding is brought for the enforcement of, or the declaration of any
right or obligation pursuant to this Agreement or as a result of any alleged breach of any provision of this
Agreement, the prevailing party shall be entitled to recover its costs and expenses, including reasonable
attorney's fees, from the losing party and any judgment or decree rendered in such a proceeding shall
include an award thereof.
Cases involving a dispute between the CITY and ARCHITECT may be decided by an arbitrator only if
both sides agree in writing to arbitration and to the selection of the arbitrator, with each party to bear its
own costs.
This Agreement is made, entered into, executed in Los Angeles County, California, and any action filed
in any court or for arbitration for the interpretation, enforcement or other action regarding the terms,
conditions or covenants referred to herein shall be filed in the applicable court in Los Angeles County,
California, and shall be decided based upon the laws of the State of California.
The captions and headings of the various Articles and Paragraphs of this Agreement are for the
convenience and identification only and shall not be deemed to limit or define the content of the
respective Articles and Paragraphs hereof.
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•� IM • 1312M
In consideration of the award of this Agreement, ARCHITECT agrees that if there is a conflict or
discrepancy within or between any of the contract documents, the CITY shall be the sole person to
decide which document or provision shall govern.
G. Non - Exclusive Contract - The CITY reserves the right to contract with other firms during the contract
term.
H. Business Tax - ARCHITECT and all ARCHITECT'S consultants shall obtain a City Business License
prior to commencement of any work within the City.
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