Loading...
HomeMy WebLinkAboutC-1713 / 16 heel IZS o° c. 17 (3 CITY OF ARCADIA AGREEMENT FOR ARCHITECTURAL SERVICES 1 PARTIES AND DATE. n This Agreement is made and entered into this� a of November, 2000 by and between �' ay � Y the City of Arcadia, a municipal organization organized under the laws of the State of California with its principal place of business at 240 West Huntington Drive, Arcadia, California 91066- 6021 ("City") and Serar & Associates / Architects, a SOLE PROPRIETORSHIP with one or more architects licensed to practice in the State of California and with its principal place of business at 314 North First Avenue, Arcadia California 91006 ("Consultant"). 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 warrants 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 Upper City Hall Remodel / Engineering Department Construction Drawings ("Project") as set forth in - this Agreement. 3 TERMS 3.1 Employment of Architect. 3.1.1 Scope of Services. Architect promises and agrees to furnish to City all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately supply the professional architectural and related services necessary for the full and adequate completion of the Project 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. All Services shall be subject to, and performed in accordance with, this Agreement, any exhibits attached hereto and incorporated herein by reference, and all applicable local, state and federal RVPUB\NGS\557197 1 i e • laws, rules and regulations. All Services performed by Architect shall be subject to the sole and discretionary 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 Rudy R. Serar, License No. C 13728 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. 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. 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, experts 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, experts 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 Qualification and License. All architects, engineers, experts and other consultants retained by Architect in performance of this Agreement shall be qualified to perform • RVPUB\NGS\557197 2 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, experts 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, experts and 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 all Services under this Agreement in a skillful and competent manner, consistent with the standards generally recognized as being employed by professionals qualified to perform the Services in the same discipline in the State of California, and shall be fully responsible to City for any damages to City and delays to the Project as specified in the indemnification provision of this Agreement. Without limiting the foregoing, Architect shall be fully responsible to the City for any increased costs incurred by the City as a result of any such delays in the design or construction of the Project for which it is responsible under the indemnification provisions of this Agreement. Architect represents and maintains that it is skilled in the professional calling necessary to perform the Services. Architect warrants that all of its employees, architects, engineers, experts 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, experts 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. As provided for in the indemnification provisions of this Agreement, Consultant shall perform, at its own cost and expense and without reimbursement from the City, any services necessary to correct errors or omissions which are caused by the Consultant's failure to comply with the standard of care provided for herein. 3.4.2 Performance of Employees. Any employee or consultant who is reasonably 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 acceptable to the City, shall RVPUB\NGS\557197 3 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. Architect shall keep itself fully informed of and in compliance with all applicable local, state and federal laws, rules and regulations in any manner affecting the performance of the Services or the Project, and shall give all notices required of the Architect by law. Architect shall be liable, pursuant to the standard of care and indemnification provisions of this Agreement, for all violations of such laws and regulations in connection with its Services. If the Architect performs any work knowing it to be contrary to such laws, rules and regulations and without giving written notice to the City, Architect shall be solely responsible for all costs arising therefrom. Architect shall defend, indemnify and hold City, its officials, officers, employees and agents free and harmless, pursuant to the indemnification provisions of this Agreement, from any claim or liability arising out of any failure or alleged failure to comply with such laws,rules or regulations. 3.5.2 Drawings and Specifications. Architect shall cause all drawings and specifications to conform to any applicable requirements of federal, state and local laws, rules and regulations, including the Uniform Building Code, in effect as of the time the drawings and specifications are prepared or revised during the latest phase of the Services described in Exhibit "A" attached hereto. Any significant revisions made necessary by changes in such laws, rules and regulations after this time may 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 the Services described in Exhibit"A" attached hereto. . 3.5.3 Americans with Disabilities Act. Architect will use its best professional efforts to interpret all 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 the existence 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, and shall provide City with its interpretation of such inconsistencies and conflicting interpretations. Unless Architect brings such inconsistencies and conflicting interpretations to the attention of the City and requests City's direction on how to proceed, the Architect's interpretation of such inconsistencies and conflicting interpretations shall be the sole responsibility and liability of Architect, and the Architect shall correct all plans, specifications and other documents prepared for the Project at no additional cost if its interpretations are shown to be incorrect. If Architect brings such inconsistencies and conflicting interpretations to the attention of the City and request's City's direction on how to proceed, Architect shall be responsible to the City only pursuant to the indemnification provision of this Agreement. City acknowledges that the requirements of the federal and state accessibility laws are subject to various and possibly contradictory interpretations, and that the Architect cannot warrant or guarantee that its interpretation will be correct. Architect will adhere to the standard of care provided for in this Agreement and will use its reasonable professional efforts and judgment in making its interpretations. RVPUB\NGS\557197 4 3.5.4 Permits, Approvals and Authorizations. Architect shall provide City with a list of all permits, approvals or other authorizations required for the Project from all federal, state or local governmental bodies with approval jurisdiction over the Project. Architect shall then assist the City in obtaining all such permits, approvals and other authorizations. The costs of such permits, approvals and other authorizations shall be paid by the City. 3.6 Independent Contractor. 3.6.1 Control and Payment of Subordinates. 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 on behalf 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 all 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 so as to allow for the full and adequate completion of the Project within the time required by the City and within any completion schedules adopted for the Project. Architect agrees to coordinate with City's staff, contractors and consultants in the performance of the Services, and shall be available to City's staff, contractors and consultants at all reasonable times. 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. If City and Architect cannot mutually agree on a performance schedule, City shall have the authority to immediately terminate this Agreement. The schedule, . including any excusable delays, shall not be exceeded by Architect without the prior written approval of City. If the Architect's Services are not completed within the time provided by the agreed upon performance schedule, or any milestones established therein, it is understood, acknowledged and agreed that the City will suffer damage for which the Architect will be responsible pursuant to the indemnification provision of this Agreement. RVPUB\NGS\557197 5 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 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. 3.7.4 Request for Excusable Delay Credit. The Architect shall, within thirty (30) calendar days of the beginning of any excusable delay (unless City grants in writing a further period of time to file such notice prior to the date of final payment under the Agreement), notify the City in writing of the causes of delay. City will then ascertain the facts and the extent of the delay, and grant an extension of time for completing the Services when, in its sole and reasonable judgment, the fmdings of fact justify such an extension. The City's findings of fact thereon shall be final and conclusive on the parties. Extensions of time shall apply only to that portion of the Services affected by the delay and shall not apply to other portions of the Services not so affected. If Additional Services are required as a result of an excusable delay, the parties shall mutually agree thereto pursuant to the Additional Services provision of this Agreement. Should Architect make an application for an extension of time, Architect shall submit evidence that the insurance policies required by this Agreement remain in effect during the requested additional period of time. 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,not included within the basic services listed in Exhibit "A" attached hereto, and/or not customarily furnished in accordance with generally accepted architectural practice. 3.8.2 Definition. As used herein, "Additional Services" mean: (1) any work which is determined by City 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. 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 fault of Architect pursuant to the indemnification provision of this Agreement. 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 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: RVPUB\NGS\557197 6 • 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 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. 3.8.3.3 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 matters when it reasonably should have done so shall not be compensated. 3.8.3.4 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. 3.8.3.5 Legal Proceedings. Serving as an expert witness on City's behalf or attending legal proceedings to which the Architect is not a party. 3.8.3.6 Damage Repair. Supervision of repair of damages to any structure. 3.8.3.7 Extra Environmental Services. Additional work required for environmental conditions (e.g. asbestos or site conditions) not already contemplated within the Architect's services for the Project. 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. If required pursuant to the scope of the Project and if requested by Architect, City shall furnish Architect with, or direct 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 RVPUB\NGS\557197 7 • 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. Mr: Don Penman, Assistant City Manager / Development Services Director shall act as the City's Representative and Project Manager for services under 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 unreasonable 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 Approved 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 unreasonable delay as provided in the excusable delay provisions of this Agreement above. 3.10 Compensation. 3.10.1 Architect's Compensation for Basic Services. City shall pay to Architect, for the performance of all Services rendered under this Agreement, the total amount not to exceed thirteen thousand five hundred dollars ($13,500) ("Total Compensation"). The Total Compensation shall constitute complete and adequate payment for Services under this Agreement. 3.10.2 Payment for Additional Service's. 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" attached hereto and incorporated herein by reference, 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" attached hereto and incorporated herein by reference, unless a flat rate or some other form of compensation is mutually agreed RVPUB\NGS\557197 8 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 the 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" attached hereto. 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 no more often than monthly. Such periodic payments shall be made based upon the percentage of work completed, and funding schedule provided in Exhibit `B" and the compensation rates indicated in Exhibit "C" attached hereto and incorporated herein by reference. In order to receive payment, Architect shall present to City an itemized statement which indicates Services performed, percentage of Services completed, method for computing the amount payable, 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 never exceed the percentage amounts authorized by the phasing and funding schedule located in Exhibit `B" attached hereto. 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. Disputed amounts shall be resolved by the parties in a mutually agreeable manner. Payments made for Additional Services shall be made in installments, not more often than monthly, 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. Disputed amounts shall be resolved by the parties in a mutually agreeable manner. Upon cancellation or termination of this Agreement, Architect shall be compensated as set forth in the termination provision herein. RVPUB\NGS\557197 9 3.10.5 Withholding Payment to Architect. The City may withhold payment, in whole or in part, to the extent reasonably necessary to protect the City from damage. 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 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 as determined by the City, incurred by the City for which Architect is liable under the Agreement or state law. For instance, the City may withhold payment, in whole or in part, to such extent as may be necessary to protect the City from loss because of acts or omissions protected under the indemnification provisions of this Agreement. Payments to the Architect for compensation and reimbursable expenses due shall not be contingent on the construction, completion or ultimate success of the Project. Payment to the Architect shall not be withheld, postponed, or made contingent upon receipt by the City of offsetting reimbursement or credit from parties not within the Architect's reasonable control. 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. 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 Agreement, less any claims against or damages suffered by City as a result of the default, if any, by Architect. Architect hereby expressly waives any and all claims for damages or compensation arising under this Section 3.12, except as set forth herein, in the event of such suspension, abandonment or termination. 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 Project Documents, as defined below, 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, as provided in this Agreement hereinafter, to use any RVPUB\NGS\557197 10 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, 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 City. Although the official copyright in all Project Documents shall remain with the Architect or other applicable subcontractors or consultants, the Project Documents shall be the property of City whether or not the work for which they were made is executed or completed. 3.13.2 Right to Use. Architect grants to City the right to use and reuse all or part of the Project Documents for the construction of all or part of this Project (i.e. Upper City Hall Engineering Division only). City is not bound by this Agreement to employ the services of Architect in the event such documents are used or reused. City shall be able to use or reuse the Project Documents for their intended purposes or to otherwise complete this Project, if necessary, without risk of liability to the City. Further, any use or reuse by City of the Project Documents shall be designated for the specific project area (Upper City Hall Engineering Division). Architect shall be responsible and liable for its Project Documents, pursuant to the terms of this Agreement, only with respect to the condition of the Project Documents at the time they are provided to the City upon completion, suspension, abandonment or termination. All revisions to the"Project" architecture drawings shall be made by the Architect. 3.13.3 License. This Agreement creates a non-exclusive and perpetual license for City to copy, use, or reuse any and all Project Documents for the Upper City Hall Engineering Department only. •Architect shall require any and all subcontractors and consultants to agree in writing that City is granted a non-exclusive and perpetual license for the work of such subcontractors or consultants performed pursuant to this Agreement. 3.13.4 Right to License. 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 that Architect 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 and warranty in regard to previously prepared designs, plans, specifications, RVPUB\NGS\557197 11 • ?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, either created by or provided to Architect in connection with the performance of this Agreement, shall be held confidential by Architect to the extent they are not subject to disclosure pursuant to the Public Records Act. All 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. 3.14 Indemnification. Architect shall defend (with counsel of City's choosing), indemnify and hold City, its officials, officers, employees and agents free and harmless from any and all claims, demands, causes of action, costs, expenses, liability, loss, damage or injury of any kind, in law or equity, to property or persons, including wrongful death, to the extent arising out of or caused by any intentional or negligent acts, errors or omissions of Architect, its officials, officers, employees, subcontractors, consultants or agents in the performance of the Services, the Project or this Agreement, including without limitation the payment of all consequential damages and reasonable attorneys fees, expert witness fees and other related costs and expenses of defense. Architect shall pay and satisfy any judgment, award or decree that may be rendered against City, its officials, officers, employees and agents in any such suits, actions or other legal proceedings. Architect shall also reimburse City for the cost of any settlement paid by City and approved by Architect arising out of any such claims, demands, causes of action, costs, expenses, liabilities, loses, damages, injuries, suits, actions, or other legal proceedings. Such reimbursement shall include payment for City's reasonable attorney's fees and costs, including expert witness fees. Architect shall reimburse City, its officials, officers, employees and agents for any and all reasonable legal expenses and costs, including expert witness fees, incurred by each of them in connection therewith or in enforcing the indemnity herein provided. Architect's obligation to indemnify shall be restricted to insurance proceeds, if any, received by the City, its officials, officers, employees and agents. Notwithstanding the foregoing, in no event shall Architect be obligated to defend, indemnify or hold harmless the City, its officials, officers, employees and agents for any intentional or negligent acts, errors or omissions of the City, its officials, officers, employees and agents. Notwithstanding the foregoing, the City shall indemnify Architect solely to the extent of any negligence of the City, as determined by a count of competent jurisdiction. RVPUB\NGS\557197 12 3.15 Insurance. 3.15.1 Time for Compliance. Architect shall not commence Services under this Agreement until it has provided evidence satisfactory to the City 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: Insurance Services Office Business Auto Coverage form number CA 0001, code 1 (any auto); (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. Coverages 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 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$500,000 per claim. 3.15.3 Professional Liability. Architect and its consultants and subcontractors shall procure and maintain, for a period of one (1) year 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 RVPUB\NGS\557197 13 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, leased, 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 required by this Agreement shall be endorsed to state that: (A) coverage shall not be suspended, voided, reduced or canceled. except after thirty (30) days prior written notice by certified mail, return receipt requested, has been given to the City; and (B) any 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 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 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 Coverage. Architect, shall furnish City with original certificates of insurance and endorsements effecting coverage required by this Agreement on RVPUB\NGS\557197 14 forms satisfactory to the City. 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 and approved 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. Architect shall allow inspection of all work, data, documents, proceedings, and activities related to the 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 therefor by City. 3.19 Mediation. Disputes arising from this Agreement may be submitted to mediation if mutually agreeable to the parties hereto. The type and process of mediation to be utilized shall be subject to the mutual agreement of the parties. RVPUB\NGS\557197 15 • 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 Asbestos Certification. Architect shall certify to City, in writing and under penalty of perjury, that to the best of its knowledge, information and belief no asbestos-containing material or other material. 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 all consultants who prepare any other documents for the Project to submit the same written certification. Architect shall also assist the City in ensuring that contractors provide City with certification, in writing and under penalty of perjury, that to the best of 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. These 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. 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 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. 3.24 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 in writing signed by all parties hereto. 3.25 Severability. RVPUB\NGS\557197 16 • 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. 3.26 Non-Waiver. None of the provisions of this Agreement shall be considered waived by either party, unless such waiver is specifically specified in writing. 3.27 Safety. Architect shall execute and maintain its work so as to avoid injury or damage to any person or property. In carrying out its Services, the Architect shall at all times be in compliance with all applicable local, state and federal laws, rules and regulations, and shall exercise all necessary precautions for the safety of its employees, consultant and subcontractors appropriate to the nature of the work and the conditions under which the work is to be performed. 3.28 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: Serar&Associates/Architects 314 North First Avenue Arcadia, Ca. 91006 Attn: Rudy R. Serar, Architect CITY: City of Arcadia 240 West Huntington Drive Arcadia, CA 91066-6021 Attn: Don Penman, Asst. City Manager/Dev. Services Director 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. 3.29 Attorney's Fees. RVPUB\NGS\557197 17 • 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. 3.30 Time of Essence. Time is of the essence for each and every provision of this Agreement. 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. 3.32 Prohibited Interests. 3.32.1 Solicitation. Architect maintains and warrants 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. For breach or violation of this warranty, City shall have the right to rescind this Agreement without liability. 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. 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 RVPUB\NGS\557197 18 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. Any supplemental conditions shall be attached as an exhibit to this Agreement, and that exhibit shall be incorporated herein by reference. • RVPUB\NGS\557197 19 CITY OF ARCADIA SE • ' &ASSOCIATES /ACHITECTS .c V""' '�'�`( By By: William R. Kelly Rud R. erar City Manager Architect Attest: /()) Clerk Approved as to Form: lay, Step en P. Deitsch City Attorney RVPUB\NGS\557197 20 EXHIBIT "A" ARCHITECT'S SCOPE OF SERVICES 1. GENERAL REQUIREMENTS. 1.1 Basic Services. Architect agrees to perform the following professional architectural, engineering services, mechanical, electrical, and structural engineering services for the Project in a timely and professional manner, consistent with the standards of the profession, including those provided for herein. 1.2 Exclusions from Basic Services. The following services shall be excluded from the basic services listed above: civil engineering, landscape architectural, soils engineering, geotechnical services,hazardous waste or toxic substances engineering or other services. 1.3 Additional Services. Architect shall perform the following Additional Services for the Project upon direction of City: HVAC consultation. 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 only. 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 from the City in writing if the Architect should have any questions regarding the authority of the construction manager. RVPUB\NGS\557197 B-1 2. SPECIFIC SERVICES During the specific duties of the Project, Architect shall do all of the following, as well as any incidental services thereto: • Provide final elevations including colors and materials for renovation of upper City Hall Engineering area. • Provide Working Drawings for the renovation of upper City Hall area designated for Development Services Engineering Division not to include work in the corridor or the existing vault(less fire protection systems). • Provide Budget Estimate for Engineering Area of Upper City Hall Renovation Project (less furnishings) • RVPUB\NGS\557197 B-2 • EXHIBIT "B" FEE AND PHASING/FUNDING SCHEDULES 1. FEE SCHEDULE. The Architect shall be compensated on a"Not to Exceed"basis. As stated Section 3.10.1 of the Agreement the amount not to be exceeded is $13,500 and is equal to the total compensation for all service rendered under this agreement unless otherwise agreed to by both Parties. 2. PHASING/FUNDING SCHEDULE. Progress payments towards Total Compensation shall, never exceed the following percentages of Total Compensation as of the milestones listed below: Start of Project 25 percent(%) Draft Working Drawings and Schematics 25percent (%) Final Working Drawings & Specifications 25 percent(%) Completion of Project 25 percent(%) RVPUB\NGS\557197 B-3 EXHIBIT "C" • COMPENSATION RATES AND REIMBURSABLE EXPENSES 1. HOURLY COMPENSATION RATES. PRINCIPAL/ARTCHITECT $90/HOUR PROJECT ARCHITECT $75/HOUR DRAFTSMAN $55/HOUR ADMINISTRATIVE/CLERICAL $40/HOUR 2. REIMBURSABLE EXPENSES. Costs for postage and reproduction of items above Agreement amount per written approval by City. 3. ADDITIONAL SERVICES. Additional Services shall be computed at the actual hourly rates listed above. 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 rate. Owner shall have the authority to review and approve the rates of any such consultants. RVPUB\NGS\557197 C-1 /Lh Not 731 k0/23 '00 14:55 I D:RULE CO PAGE 1 r GERTIFICATt • � DATEim(yitpp i �F LIABILITY INSURANCE s/zroo _ PRODUCER: THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE The Rule Company, Inc. HOLDER. THIS CERTIFICATE DOES NoT AMEND. EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. PO Box 7072 INSURERS AFFORDING COVERAGE: Pasadena, CA 91109 — _ (628}-795.9000 INSURER A: WESTPORT INSURANCE CORPORATION! INSURED: INSURER B: SERAR&ASSOCIATES ARCHITECTS Irisuroo C: 314 N.FIRST AVENUE INSURER D: ARCADIA,CA 91006 INSURER E: COVERAGES "� THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED,NOTWITHSTANDING • ANY REQUIREMENT,IBM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH THE RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR • MAY PERTAIN,THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS,EXCLUSIONS AND CONDITIONS OP SUCH . POLICIES,AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. (FISH TYPE OF INSURANCE POLICY NUMBER POLICY EFFECTIVE POLICY EXPIRATION LIMITS LTR DATE(MMAXYYY) DATE(MM/rJ[UYY} __ GENERAL LIABILITY EACH OCCURRENCE .../ $ COMM.GENERAL LIABILITY FIRE DAMAGE(Any one fire) $ OCCUR MED EXP(Any one person) $ PERSONAL.S ADV INJURY $ GENERAL AGGREGATE $ •GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS-COMPrgP AGG $ I POLICY I1 PROJECT F. LOC ' AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ • ANY AUTO (Ea accident) — ALL OWNED AUTOS • BODILY INJURY $ SCHEDULED AUTOS • (Per person) • HIRED AUTOS BODILY INJURY NON-OWNED AUTOS (Per accident) PROPERTY DAMAGE $ (Per accident) GARAGE LIABILITY AUTO ONLY—EA ACCIDENT $ • ANY AUTO OTHER THAN EA ACC $ AUTO ONLY: AGG $ EXCESS LIABILITY EACH OCCURRENCE $ IOCCUR I. CLAIMS MADE AGGREGATE $ DEDUCTIBLE RETENTION $ WORKERS'COMPENSATION AND WC STATU- OTH- TORY LIMITS I ER EMPLOYER'S LIP.SIU TY E.L:EACH ACCIDENT $ • EL DISEASE•EA EMPLOYEE $ E.L.DISEASE-POLICY LIMIT $ A OTHER PROFESSIONAL LIABILITY AEPL101451 0 5125/ 5/25101 $1,000,000,PER CLAIM SUBJECT TO$5,000.PER C LAIM, $1,000,CCO.AGGREGATE LOSS ONLY DEDUCTIBLE RETRO DATE 525/99 10 DAY NOTICE OF CANCELIATIDfl IN DESCRIPTION OF OPERATIONS/LOCATIONS./VEHICLES/EXCLUSIONS ADDED BY ENDORSEMENT/SPECIAL PFI TOF NON : --"" IMIUW CERTIFICATE HOLDER ADDITIONAL INSIJRED INSURER LETTER. CANCELLATION CITY OF ARCADIA SHOULD ANY OF THE ABOVE OEECRIRED POLICIES BE CANCELED BEFORE 7HE 240 WEST NU LATIN GTO N DRIVE EXPIRATION DATE THEREOF,THE ISSUING COMPANY WILL ENDEAVOR TO MAIL S DAYS MRITT EN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, ARCADIA,CA 91006 BUT FAIL URE TO MAIL SUCI I NOTICE SHALL IMPITEE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE COMPANY,IYS AGENTS OR REPRESENTATIVES. AUTHORIZED REPRESENTATNE: Attn: Michael. Busch 4fr i la e-V94441"a---.. . I1N0- 44N.t C O �-a`y, ay o��`�er�j �.�-f,�G'�s� iO ces ctn4 Noti -� e,a?t litre h r/thfl . ot4d c d r� (elect Schem PPM 0?5f`5n 'i rui ce$ fv( " /Iivfl reh airral44 4