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Home My WebLink AboutConvention Center Renovation Project - AlA Document 8141'" -1997 Part 1 Standard Form of Agreement Between Owner and Architect with Standard Form of Architect's Services TABLE OF ARTICLES 1.1 INITIAL INFORMATION 1.2 RESPONSIBILITIES OF THE PARTIES This document has important legal consequences. Consultation with an attorney is encouraged with resp,ect to its completion or modification. 1.3 TERMS AND CONDITIONS 1.4 SCOPE OF SERVICES AND OTHER SPECIAL TERMS AND CONDITIONS 1.5 COMPENSATION AGREEMENT made as of the 4th day of October thousand and seven) (In words, indicate day, month and year) in the year 2007 (Two BETWEEN the Architect's client identified as the Owner: (Name, address and other information) City of Oshkosh 215 Church Avenue Oshkosh, VVI54901 and the Architect: (Name, address and other information) The Kubala VV ashatko Architects, Inc. VV61 N617 Mequon Avenue Cedarburg. VVI 53012 For the following Project: (Include detailed description of Project) Oshkosh Convention Center - Addition to and renovation of the existing Oshkosh Convention Center located at 2 North Main Street, Oshkosh, VVI 54901. The Owner and Architect agree as follows: AlA Document 8141TM -1997 Part 1. Copyright @ 1917,1926,1948,1951,1953,1958,1961, 1963, 1966, 1967, 1970, 1974,1977,1987 and 19!~7 by The American Institute of Architects. All rights reserved. WARNING: This AIA@ Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AlA" Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AlA software at 16:51 :00 on 10/11/2007 under Orde,r No.1 000316298_1 which expires on 8/13/2008, and is not for resale. User Notes: (3143307024) 1 Init. ARTICLE 1.1 INITIAL INFORMATION ~ 1.1.1 This Agreement is based op. the following information and assumptions. (Note the disposition for the following items by inserting the requested information or a statement such as "not applicable," "unknown at time of execution" or "to be determined later by mutual agreement. ") ~ 1.1.2 PROJECT PARAMETERS ~ 1.1.2.1 The objective or use is: (Identify or describe, if appropriate, proposed use or goals.) See Exhibit' A' Oshkosh Convention Center Feasibility Study dated April. 2007. ~ 1.1.2.2 The physical parameters are: (Identify or describe, if appropriate, size, location, dimensions, or other pertinent information, such as geotechnical reports about the site.) See Exhibit' A' ~ 1.1.2.3 The Owner's Program is: (Identify documentation or state the manner in which the program will be developed.) See Exhibit' A' ~ 1.1.2.4 The legal parameters are: (Identify pertinent legal information, including, if appropriate, land surveys and legal descriptions and restrictions of the site.) See Exhibit 'B' Certified Survey Map No. 1197 ~ 1.1.2.5 The financial parameters are as follows. .1 Amount of the Owner's overall budget for the Project, including the Architect's compensation, is: $2.400,000 & $45.000 for Skvwalk Improvements; and $15.000 for Park Toilet = Total of $2.460.000 .2 Amount of the Owner's budget for the Cost of the VV ork, excluding the Architect's compensation, is: $2,236,364 (Two million two hundred thirty-six thousand three hundred sixty-four dollars) .3 The terms of this Agreement are contingent upon sufficient appropriation and authorization being made by the Governing Bode of the Owner for the performance of this Agreement. If sufficient appropriations and authorizations are not made. this Agreement shall terminate upon written notice being given by the Owner to the Architect. Such termination shall not result in any claim for payment or damages by the Architect. ~ 1.1.2.6 The time parameters are: (Identify, if appropriate, milestone dates, durations or fast track scheduling.) See Exhibit 'c' Schedule ~ 1.1.2.7 The proposed procurement or delivery method for the Project is: (Identify method such as competitive bid, negotiated contract, or construction management.) General Contract for construction based on the lowest responsible bid received from pre-qualified General Contractors. ~ 1.1.2.8 Other parameters are: (Identify special characteristics or needs of the Project such as energy, environmental or historic preservation requirements. ) None Init. AlA Document 8141TM -1997 Part 1. Copyright @ 1917,1926,1948,1951,1953,1958,1961,1963,1966, 1967, 1970, 1974,1977,1987 and 1997 by The American Institute of Architects. All rights reserved. WARNING: This AIA@ Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AlA" Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AlA software at 16:51 :00 on 10/11/2007 under Order No.1000316298_1 which expires on 8/13/2008, and is not for resale. User Notes: (3143307024) 2 ~ 1.1.3 PROJECT TEAM ~ 1.1.3.1 The Owner's Designated Representative is: (List name, address and other information.) Jackson R. Kinney 215 Church Avenue Oshkosh, VVI 54901 ~ 1.1.3.2 The persons or entities, in addition to the Owner's Designated Representative, who are required to review the Architect's submittals to the Owner are: (List name, address and other information.) None ~ 1.1.3.3 The Owner's other consultants and contractors are: (List discipline and, if known, identify them by name and address.) National Survey & Engineering (Survey) ~ 1.1.3.4 The Architect's Designated Representative is: (List name, address and other information.) Paul Rushing. Architect The Kubala VV ashatko Architects, Inc. VV61 N617 Mequon Avenue Cedarburg, VVI 53012 ~ 1.1.3.5 The consultants retained at the Architect's expense are: (List discipline and, if known, identify them by name and address.) STS Consultants (Civil Engineers) Pierce Engineers. Inc. (Structural Engineers) Lubenow Gobster Dominiak & Associates, Inc. (Plumbing) Fredericksen Engineering.. Inc. mv AC) Muermann Engineering (Electrical) ~ 1.1.4 Other important initial information is: None 1'---. ~ 1.1.5 VVhen the services under this Agreement include contract administration services, the General Conditions of the Contract for Construction shall be the edition of AlA Document A201 current as of the date of this Agreement, or as follows: The City shall have the opportunity to review AlA Document AlO! and make chang'es to this document to meet the City's requirements. ~ 1.1.6 The information contained in this Article 1.1 may be reasonably relied upon by the Owner and Architect in determining the Architect's compensation. Both parties, however, recognize that such information may change and, in that event, the Owner and the Architect shall negotiate appropriate adjustments in schedule, compensation and Change in Services in accordance with Section 1.3.3. ARTICLE 1.2 RESPONSIBILITIES OF THE PARTIES ~ 1.2.1 The Owner and the Architect shall cooperate with one another to fulfill their respective obligations under this Agreement. Both parties shall endeavor to maintain good working relationships among all members of the Project team. (nit. AlA DocumentB141™-1997 Part 1. Copyright @1917, 1926, 1948, 1951, 1953, 1958, 1961, 1963, 1966, 1967,1970, 1974,1977,1987 and 199?byThe American Institute of Architects. All rights reserved. WARNING: This AIA@ Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AlA" Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extern possible under the law. This document was produced by AlA software at 16:51 :00 on 10/11/2007 under Order No.1 000316298_1 which expires on 8/13/2008, and is not for resale. User Notes: (31432:07024) 3 ~ 1.2.2 OWNER ~ 1.2.2.1 Unless otherwise provided under this Agreement, the Owner shall provide full information in a timely manner regarding requirements for and limitations on the Project. The Owner shall furnish to the Architect, within 15 days after receipt of a written request, information necessary and relevant for the Architect to evaluate, give notice of or enforce lien rights. ~ 1.2.2.2 The Owner shall periodically update the budget for the Project, including that portion allocated for the Cost of the VV ork. The Owner shall not significantly increase or decrease the overall budget, the portion of the budget allocated for the Cost of the VV ork, or contingencies included in the overall budget or a portion of the budget, without the agreement of the Architect to a corresponding change in the Project scope and quality. ~ 1.2.2.3 The Owner's Designated Representative identified in Section 1.1.3 shall be authorized to act on the Owner's behalf with respect to the Project. The Owner or the Owner's Designated Representative shall render decisions in a timely manner pertaining to documents submitted by the Architect in order to avoid unreasonable delay in the orderly and sequential progress of the Architect's services. ~ 1.2.2.4 The Owner shall furnish the services of consultants other than those designated in Section 1.1.3 or authorize the Architect to furnish them as a Change in Services when such services are requested by the Architect and are reasonably required by the scope of the Project. ~ 1.2.2.5 Unless otherwise provided in this Agreement, the Owner shall furnish tests, inspections and reports required by law or the Contract Documents, such as structural, mechanical, and chemical tests, tests for air and water pollution, and tests for hazardous materials. ~ 1.2.2.6 The Owner shall furnish all legal, insurance and accounting services, including auditing services, that may be reasonably necessary at any time for the Project to meet the Owner's needs and interests. ~ 1.2.2.7 The Owner shall provide prompt written notice to the Architect if the Owner becomes aware of any fault or defect in the Project, including any errors, omissions or inconsistencies in the Architect's Instruments of Service. ~ 1.2.3 ARCHITECT ~ 1.2.3.1 The services performed by the Architect, Architect's employees and Architect's consultants shall be as enumerated in Article 1.4. ~ 1.2.3.2 The Architect's services shall be performed as expeditiously as is consistent with professional skill and care and the orderly progress of the Project. The Architect shall submit for the Owner's approval a schedule for the performance ofthe Architect's services which initially shall be consistent with the time periods established in Section 1.1.2.6 and which shall be adjusted, if necessary, as the Project proceeds. This schedule shall include allowances for periods of time required for the Owner's review, for the performance of the Owner's consultants, and! for approval of submissions by authorities having jurisdiction over the Project. Time limits established by this schedule approved by the Owner shall not, except for reasonable cause, be exceeded by the Architect or Owner. ~ 1.2.3.3 The Architect's Designated Representative identified in Section 1.1.3 shall be authorized to act on the Architect's behalf with respect to the Project. ~ 1.2.3.4 The Architect shall maintain the confidentiality of information specifically designated as confidential by the Owner, unless withholding such information would violate the law, create the risk of significant harm to the public or prevent the Architect from establishing a claim or defense in an adjudicatory proceeding. The Architect shall require of the Architect's consultants similar agreements to maintain the confidentiality of information specifically designated as confidential by the Owner. ~ 1.2.3.5 Except with the Owner's knowledge and consent, the Architect shall not engage in any activity, or accept any employment, interest or contribution that would reasonably appear to compromise the Architect's professional judgment with respect to this Project. AlA Document B141TM -1997 Part 1. Copyright @ 1917, 1926, 1948, 1951,1953,1958,1961, 1963,1966,1967,1970, 1974,1977, 1987 and 199? by The American Institute of Architects. All rights reserved. WARNING: This AlA" Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA@ Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AlA software at 16:51 :00 on 10/11/2007 under Order No.1 000316298_1 which expires on 8/13/2008, and is not for resale. User Notes: (3143307024) 4 Init. ~ 1.2.3.6 The Architect shall review laws, codes, and regulations applicable to the Architect's services. The Architect shall respond in the design of the Project to requirements imposed by governmental authorities having jurisdiction over the Project. ~ 1.2.3.7 The Architect shall be entitled to rely on the accuracy and completeness of services and information furnished by the Owner. The Architect shall provide prompt written notice to the Owner if the Architect becomes aware of any errors, omissions or inconsistencies in such services or information. ARTICLE 1.3 TERMS AND CONDITIONS ~ 1.3.1 COST OF THE WORK ~ 1.3.1.1 The Cost of the VVork shall be the total cost or, to the extent the Project is not completed, the estimated COSlt tothe Owner of all elements of the Project designed or specified by the Architect. ~ 1.3.1.2 The Cost of the Work shall include the cost at current market rates of labor and materials furnished by the Owner and equipment designed, specified, selected or specially provided for by the Architect, including the costs of management or supervision of construction or installation provided by a separate construction manager or contractor, plus a reasonable allowance for their overhead and profit. In addition, a reasonable allowance for contingencies shall be included for market conditions at the time of bidding and for changes in the VVork. ~ 1.3.1.3 The Cost of the VV ork does not include the compensation of the Architect and the Architect's consultants, the costs of the land, rights-of-way and financing or other costs that are the responsibility of the Owner. ~ 1.3.2 INSTRUMENTS OF SERVICE ~ 1.3.2.1 Drawings, specifications and other documents, including those in electronic form, prepared by the Architect and the Architect's consultants are Instruments of Service for l:lse solely witb respect to this Project. Service. . The Architect and the Architect's consultants shall be deemed the authors aHtl-and. subiect to Section 1.3.2.2, owners of their respective Instruments of Service and sball retain with all common law, statutory and other reserved fights, iaell:lding copyrights. rights. ~ 1.3.2.2 Upon execution of this Agreement, the Architect grants to the Owner a noaexclusi'ie license to reprodl:lce tbe Architect's Iastnll'nents of Service solely for purposes of constrlictiag, l:lsiag aad maintaiaiag tbe Project, provided that the Owaer shall comply with all obligatioas, inchlding prompt payment of all Slims wben dl:le, under this :\greement. Tbe Arcbitect shall obtain similar Ronexcll:lsive licenses an ownership interest in the Instruments of Service. The Architect shall obtain similar interests for the Owner from the Architect's consultants consistent with this Agreement. Aa)' terminatioa of this Agreement prior to completion of the Project shall termiaate tbis licease. Upon sucb termination, tbe Owner sball refrain from making further reprodl:lctions of Iastruments of Service aad shaH return to the :\rchitect \v-ithin seven days oftermination all originals and reprodHctions in the Owner's possession or control. If and Hpon the date the "\rchitect is adjudged in default of this "^...greement, the foregoing license shall be deemed terminated and replaced by a second, nonexclusive license permitting the O'.'Iner to al:lthorize other similat'ly credentialed design professionals to r0prodl:lce aad, 'libere permitted by law, to make changes, corrections or additions to the IastrHRlents of Service solely for pHrposes of completing, Hsing and maiBta-ining the Project. Within seven days of any termination or expiration of this Agreement, the Architect shall be required to tender to Owner all Instruments of Service. provided that the Owner has paid all monies. excluding any disputed amount. due and owning to Architect in accordance with this Agreement. VVith such ownership interests, it is expressly understood by the parties hereto that the Owner may use the Instruments of Service for any purposes which the Owner sees fit, including, but not limited to. subsequent construction. reconstruction. alteration, and/or repairs of th(< Proiect. As a condition to the Owner's use of the Instruments of Service. the Owner hereby expressly agrees to remove the Architect's name and all references to the Architect. and its consultants from the Instruments of Service. The Owner hereby releases any and all claims that the Owner could make arising out of or in connection with any reuse of the Instruments of Service by the Owner. This release of claims for the matters covered in this Section 6.2 shall be for the benefit of the Architect. its officers, and employees and sub-consultants, as well as their successors and assigns. ~ 1.3.2.3 Except for the licenses granted in Section 1.3.2.2, no other license or right shall be deemed granted or implied under this Agreement. The Owner shall not assign, delegate, sublicense, pledge or otherwise transfer any license granted herein to another party without the prior written agreement of the Architect. However, the Owner shall be permitted to authorize the Contractor, Subcontractors, Sub-subcontractors and material or equipment AlA Document 8141™ -1997 Part 1. Copyright @ 1917, 1926, 1948, 1951, 1953, 1958, 1961,1963,1966,1967,1970, 1974,1977,1987 and 199'7 by The American Institute of Architects. All rights reserved. WARNING: This AIA@ Document is protected by U.S. Copyright Law and International Tre,aties. Unauthorized reproduction or distribution of this AIA@ Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximl!m extent possible under the law. This document was produced by AlA software at 16:51 :00 on 10/11/2007 under Order No.1 000316298_1 which expires on 8/13/2008, and is not for resale. User NOles: (3143:l07024) 5 Init. suppliers to reproduce applicable portions of the Instruments of Service appropriate to and for use in their execution of the VV ork by license granted in Section 1.3.2.2. Submission or distribution of Instruments of Service to meet official regulatory requirements or for similar purposes in connection with the Project is not to be construed as publication in derogation ofthe reserved rights of the Architect and the Architect's consultants. 'FIle; 0 vv 11\..1 "lw1l1101 'l!~ctl..\.- IH&IHhu\.-ut& of 8"'1 v~\.-\.- fVl fuLul\.- add~t~OI1& 01 alocrMi8Rs te tlTis PrEljeet Elf f-Of 0tfl.er pfejeet:5, unlol:5 tIle; OVV1M vbLU~H" ~1\.- p.~6. .vliuGH dtlGClocnt of tht; L\1:ekiteet liRa Mie .c^dsRitQst's 0I'HI.SHltaB:tB. Any unauthorized use of the Instruments of Service shall be at the Owner's sole risk and without liability to the Architect and the Architect's consultants. ~ 1.3.2.4 Prior to the Architect providing to the Owner any Instruments of Service in electronic form or the Owner providing to the Architect any electronic data for incorporation into the Instruments of Service, the Owner and the Architect shall by separate written agreement set forth the specific conditions governing the format of such Instruments of Service or electronic data, including any special limitations or licenses not otherwise provided in this Agreement. ~ 1.3.3 CHANGE IN SERVICES ~ 1.3.3.1 Change in Services of the Architect, including services required ofthe Architect's consultants, may be accomplished after execution of this Agreement, without invalidating the Agreement, if mutually agreed in writing, if required by circumstances beyond the Architect's control, or if the Architect's services are affected as described iin SeCtion 1.3.3.2. In the absence of mutual agreement in writing, the Architect shall notify the Owner prior to providing such services. If the Owner deems that all or a part of such Change in Services is not required, the Owner shall give prompt written notice to the Architect, and the Architect shall have no obligation to provide those services. Except for a change due to the fault of the Architect, Change in Services of the Architect shall entitle the Architect to an adjustment in compensation pursuant to Section 1.5.2, and to any Reimbursable Expenses described in Section 1.3.9.2 and Section 1.5.5. ~ 1.3.3.2 If any of the following circumstances affect the Architect's services for the Project, the Architect shall be entitled to an appropriate adjustment in the Architect's schedule and compensation: .1 change in the instructions or approvals given by the Owner that necessitate revisions in Instruments of Service; .2 enactment or revision of codes, laws or regulations or official interpretations which necessitate changes to previously prepared Instruments of Service; .3 decisions of the Owner not rendered in a timely manner; .4 significant change in the Project including, but not limited to, size, quality, complexity, the Owner's schedule or budget, or procurement method; .5 failure of performance on the part of the Owner or the Owner's consultants or contractors; .6 preparation for and attendance at a public hearing, a dispute resolution proceeding or a legal proceeding except where the Architect is party thereto; .7 change in the information contained in Article 1.1. ~ 1.3.4 MEDIATION ~ 1.3.4.1 Any claim, dispute or other matter in question arising out of or related to this Agreement shall be subject to mediation as a condition precedent to arbitration or the institution of legal or equitable proceedings by either party. If such matter relates to or is the subject of a lien arising out of the Architect's services, the Architect may proceed in accordance with applicable law to comply with the lien notice or filing deadlines prior to resolution of the matter by mediation or by arbitration. ~ 1.3.4.2 The Owner and Architect shall endeavor to resolve claims, disputes and other matters in question between them by mediation which, unless the parties mutually agree otherwise, shall be in accordance with the Construction Industry Mediation Rules of the American Arbitration Association currently in effect. Request for mediation shall be filed in \\lfiting with the other party to this Agreement and with the American Arbitration Association. The request may be made concurrently with the filing of a demand for arbitration but, in such event, mediation shall proceed in advance of arbitration or legal or equitable proceedings, which shall be stayed pending mediation for a period of 60 days from the date of filing, unless stayed for a longer period by agreement of the parties or court order. Init. AlA Document 8141™ -1997 Part 1. Copyright @ 1917, 1926, 1948, 1951,1953, 1958, 1961, 1963, 1966, 1967, 1970, 1974,1977, 1987 and 19197 by The American Institute of Architects. All rights reserved. WARNING: This AlA" Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AlA" Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent pOSSible under the law. This document was produced by AlA software at 16:51 :00 on 10/11/2007 under Order No.1 000316298_1 which expires on 8/13/2008, and is not for resale. User Notes: (3143307024) 6 ~ 1.3.4.3 The parties shall share the mediator's fee and any filing fees equally. The mediation shall be held in the place where the Project is located, unless another location is mutually agreed upon. Agreements reached in mediation shall be enforceable as settlement agreements in any court having jurisdiction thereof. ~ 1.3.5 AR81TRA TION ~ 1.3.5.1 }\.RY claim, dispute or other matter ia questioR arisiag out of or related to this }lgreement shall be sabject to arbitration. Prior to Mbitratioa, the PMties shall eadeayor to resolve displ:Jtes by mediatioa in accordaace with SeetioR 1.3.4. ~ 1.3.5.2 Claims, disputes and other matters in question betweeR the pMties that Me Rot resol'/ed by mediatioR shall be decided by Mbitrati0R ....'hieh, uRless the pMties mtltl:lally agree otherwise, shall be iR accordance with the Coastructioa IRdustry .'\rbitratioR Rules of the ;\merican .'\rbitratioR ;\ssoeiatioR carreRtly iR effect. The demaRd fOF MbitratioR shall be filed iR writiag with the other pMty to this .^.greemeRt and '''/ith the .^.merieaR .'\rbitration }.ssoeiatioR. ~ 1.3.5.3 .\ demaad for MbitratioR shall be made withiR a reasoRable time after the claim, dispute or other matter in ql:!estion has MiseR. IR no eveRt shall the demaRd for Mbitration be made after the date wheR institl:ltioa of legal or equitable proceedings based OR sHeh claim, dispute or otHer matter iR ql:lestioR '.'/ould be barred by the applicable statute of limitatioRs. ~ 1.3.5.4 No MbitratioR Mising out of or relatiag to this }.greement shall inclHde, by eORsolidatioR or j oiFlder or ia aRY other maRRer, an additional person or eB:tity Rot a party to this ;\greemeRt, except by \\TitteR coasent cORtaining a specifie r-eferenee to this .^.-greement and sigRed by the Owner, Ai"ehitect, and any other person or entity sought to be joined. CORseRt to arbitratioR inyol-liRg aR additional perSOR or eRtity shall ROt constitute eOFlsent to MbitratioR Olf aay elaiFH, dispute or other matter in question Rot described iR the ....TitteR conseRt or with a perSOR or entity not named or described thereiR. The foregoiag agreement to Mbitrate and other agreements to Mbitrate with aR additioFlal persoR or eRtity duly cORseRted to by pMties to this .^.greemeRt shall be specifically eRforceable iR accordaRce with applicable law iR any eOl:lft haviRg jl:lfisdictioR thereof. ~ 1.3.5.5 THe aWMd reRdered by tHe Mbitrator or arbitrators shall be fiRal, and judgmeRt may be eRtered upOR it iR accorda:aee with applicable law iR aRY col:lrt haviRg jl:lfisdictioa thereof. ~ 1.3.6 eLAIMS reR SQtJS&:QYEN:rI/.b. 9AMAC!;:S . The, A1enite;et find the 0 "nel "fiLe e6n~cqtlell.tia-l 8ltffifiges fel elfiiFHG, di8~tlte;s 6r oHm: ma1:tc.B ~jl qu",,,liull <ui"iug . (Hit 6f er rellrtin~ to tilis Agrc,::,me,nt. Thi~ ltltlttltll "fiLer is aprlieftble, withcmt lil'llitfttiM, t5 all c.oll~cqu,,"li<1l Ja.Luao\";i) duG t6 GitilGI piuly' ~ tG,u:"~Hul~o.. ;n fiG~artiaflee .yVlitk Sestien_..l '3 ~. ~ 1.3.7 MISCELLANEOUS PROVISIONS ~ 1.3.7.1 This Agreement shall be governed by the law ofthe principal place of business of the Architect, unless otherwise provided in Section 1.4.2. ~ 1.3.7.2 Terms in this Agreement shall have the same meaning as those in the edition of AlA Document A201, General Conditions of the Contract for Construction, current as of the date of this Agreement. ~ 1.3.7.3 Causes of action between the parties to this Agreement pertaining to acts or failures to act shall be deemed to have accrued and the applicable statutes of limitations shall commence to run not later than either the date of Substantial Completion for acts or failures to act occurring prior to Substantial Completion or the date of issuance of the final Certificate for Payment for acts or failures to act occurring after Substantial Completion. In no event shall such statutes of limitations commence to run any later than the date when the Architect's services are substantially completed. ~ 1.3.7.4 To the extent damages are covered by property insurance during construction, the Owner and the Architect waive all rights against each other and against the contractors, consultants, agents and employees of the other for damages, except such rights as they may have to the proceeds of such insurance as set forth in the edition of AlA Document A201, General Conditions of the Contract for Construction, current as of the date of this Agreement. The AlA Document 8141'M -1997 Part 1. Copyright @ 1917, 1926, 1948, 1951, 1953, 1958,1961, 1963, 1966, 1967, 1970, 1974,1977, 1987 and 199? by The American Institute of Architects. All rights reserved. WARNING: This AIA@ Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AlA" Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AlA software at 16:51 :00 on 10/11/2007 under Order No.1000316298_1 which expires on 8/13/2008, and is not for resale. User Notes: (3143307024) 7 Init. Owner or the Architect, as appropriate, shall require of the contractors, consultants, agents and employees of any of them similar waivers in favor of the other parties enumerated herein. ~ 1.3.7.5 Nothing contained in this Agreement shall create a contractual relationship with or a cause of action in favor of a third party against either the Owner or Architect. ~ 1.3.7.6 Unless otherwise provided in this Agreement, by law, or as may result from the acts, actions, or omissions of the Architect or its consultants, the Architect and Architect's consultants shall have no responsibility for the discovery, presence, handling, removal or disposal of or exposure of persons to hazardous materials or toxic substances in any form at the Project site. However, Architect shall report to the Owner the presence and location of any hazardous materials or toxic substances at the Proiect site of which the Architect has actual notice. Architect shall not be required hereunder to seek out hazardous materials or toxic substances at the Proiect site and shall have no duty or liability with respect to hazardous materials or toxic substances of which Architect has no actual knowledge. ~ 1.3.7.7 The Architect shall have the right to include photographic or artistic representations of the design of the Project among the Architect's promotional and professional materials. The Architect shall be given reasonable access to the completed Project to make such representations. However, the Architect's materials shall not include the Owner's confidential or proprietary information if the Owner has previously advised the Architect in writing of the specific information considered by the Owner to be confidential or proprietary. The Owner shall provide professional credit for the Architect in the Owner's promotional materials for the Project. ~ 1.3.7.8 If the Owner requests the Architect to execute certificates, the proposed language of such certificates shall be submitted to the Architect for review at least 14 days prior to the requested dates of execution. The Architect shall not be required to execute certificates that would require knowledge, services or responsibilities beyond the scope of this Agreement. ~ 1.3.7.9 The Owner and Architect, respectively, bind themselves, their partners, successors, assigns and legal representatives to the other party to this Agreement and to the partners, successors, assigns and legal representatives of such other party with respect to all covenants of this Agreement. Neither the Owner nor the Architect shall assign this Agreement without the written consent of the other, except that the Owner may assign this Agreement to an institutional lender providing financing for the Project. In such event, the lender shall assume the Owner's rights and obligations under this Agreement. The Architect shall execute all consents reasonably required to facilitate such assignment. ~ 1.3.8 TERMINATION OR SUSPENSION ~ 1.3.8.1 If the Owner fails to make payments to the Architect in accordance with this Agreement, such failure shall be considered substantial nonperformance and cause for termination or, at the Architect's option, cause for suspension of performance of services under this Agreement. If the Architect elects to suspend services, prior to suspension of services, the Architect shall give seven days' written notice to the Owner. In the event of a suspension of services, the Architect shall have no liability to the Owner for delay or damage caused the Owner because of such suspension of services. Before resuming services, the Architect shall be paid all sums due prior to suspension and any expenses incurred in the interruption and resumption of the Architect's services. The Architect's fees for the remaining services and the time schedules shall be equitably adjusted. ~ 1.3.8.2 If the Project is suspended by the Owner for more than 30 consecutive days, the Architect shall be compensated for services performed prior to notice of such suspension. VVhen the Project is resumed, the Architect shall be compensated for expenses incurred in the interruption and resumption of the Architect's services. The Architect's fees for the remaining services and the time schedules shall be equitably adjusted. ~ 1.3.8.3 If the Project is suspended or the Architect's services are suspended for more than 90 consecutive days, the Architect may terminate this Agreement by giving not less than seven days' written notice. ~ 1.3.8.4 This Agreement may be terminated by either party upon not less than seven days' written notice should the other party fail substantially to perform in accordance with the terms of this Agreement through no fault of the party initiating the termination. Init. AlA Document 81411M -1997 Part 1. Copyright @ 1917, 1926, 1948, 1951,1953,1958,1961, 1963, 1966, 1967, 1970, 1974,1977, 1987 and 1997 byThe American Institute of Architects. All rights reserved. WARNING: This AlA" Document is protected by U.S. Copyright Law and International Tlreaties. Unauthorized reproduction or distribution of this AIA@ Document, or any portion of it, may result in severe civil and criminal penalties. and will be prosecuted to the maximum extent possible under the law. This document was produced by AlA software at 16:51 :00 on 10/11/2007 under OrdElr No.1000316298_1 which expires on 8/13/2008, and is not for resale. User Notes: (314:3307024) 8 ~ 1.3.8.5 This Agreement may be terminated by the Owner upon not less than seven days' written notice to the Architect for the Owner's convenience and without cause. ~ 1.3.8.6 In the event of termination not the fault of the Architect, the Architect shall be compensated for services performed prior to termination, together with Reimbursable Expenses then due aed all TermieatioR Expeeses as defined iB SectioB 1.3.8.7.due. ~ 1.3.8.7 TernHeatioB Expeeses are iB additioe to compeRsatioR for the services ofthe AgreemeRt aed iechlde expeRses directly attrib1:ltable to termiRatioB for which the ,'\rchitect is ROt othenyise compeBsated, phIs aR amouet for the ,'\rchitect's aeticipated profit OR the 'lalue of the sen'ices ROt perf-ormed by the Architect. ~ 1.3.9 PAYMENTS TO THE ARCHITECT ~ 1.3.9.1 Payments on account of services rendered and for Reimbursable Expenses incurred shall be made monthly upon presentation of the Architect's statement of services. No deductions shall be made from the Architect's compensation on account of penalty, liquidated damages or other sums withheld from payments to contractors, or on accounf()fthe cost of changes in the VVork other than those for which the Architect has been adjudged to be liable. ~ 1.3.9.2 Reimbursable Expenses are in addition to compensation for the Architect's services and include expenses incurred by the Architect and Architect's employees and consultants directly related to the Project, as identified in the following Clauses: .1 transportation in connection with the Project, authorized out-of-town travel and subsistence, and electronic communications; .2 fees paid for securing approval of authorities having jurisdiction over the Project; .3 reproductions, plots, standard form documents, postage, handling and delivery of Instruments of Service; .4 expense of overtime work requiring higher than regular rates if authorized in advance by the Owner; .5 renderings, models and mock-ups requested by the Owner; .S 6J<fleBse elf prelfessi8Bal. liaBility iRSYfllnr'p rlprli('ated ex('111~i"ely to thi~ Pmjpr't or th~ expeQ.~e of Itdditiemttl iftstltB.ft(;(; (;6, erttge er lifl'lits f@'iy@st;@EI by the G',veer iR @XG@SS Gf tbat Rerl'He.lly eflffieel b) thG A1chlwGt l:.lld M,{S :,,1~kireet'a llBBS ltRRt~: .7 reimbursable expenses as designated in Section 1.5.5; .8 other similar direct Project-related expenditures. ~ 1.3.9.3 Records of Reimbursable Expenses, of expenses pertaining to a Change in Services, and of services performed on the basis of hourly rates or a H1I:lltiple of Direct Persoeeel Expeese shall be available to the Owner or the Owner's authorized representative at mutually convenient times. ~ 1.3.9.4 Direct PersoBeel ExpeBse is defined as the direct salaries of the ,'\rchitect's persoReel eRgaged on the Project and the portion of the cost of their maHdatory and customary contributions aed beeefit, related thereto, such as employment taxes and other statl:ltory employee beeefits, iesurance, sick leave, holidays, vacatioes, employee retire meet plans and similar COBtrib1:ltioRs. ARTICLE 1.4 SCOPE OF SERVICES AND OTHER SPECIAL TERMS AND CONDITIONS ~ 1.4.1 Enumeration of Parts of the Agreement. This Agreement represents the entire and integrated agreement between the Owner and the Architect and supersedes all prior negotiations, representations or agreements, either written or oral. This Agreement may be amended only by written instrument signed by both Owner and Architect. This Agreement comprises the documents listed below. ~ 1.4.1.1 Standard Form of Agreement Between Owner and Architect, AlA Document B 141-1997. ~ 1.4.1.2 Standard Form of Architect's Services: Design and Contract Administration, AlA Document BI41-1997, or as follows: (List other documents, if any, delineating Architect's scope of services.) None Init. AlA Document 8141™ -1997 Part 1. Copyright @ 1917, 1926, 1948, 1951,1953,1958,1961, 1963, 1966, 1967, 1970, 1974,1977, 1987 and 1997 by The American Institute of Architects. All rights reserved. WARNING: This AlA" Document is protected by U.S. Copyright Law and International Tlreaties. Unauthorized reproduction or distribution of this AlA" Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AlA software a116:51 :00 on 10/11/2007 under OrdElf No.1 000316298_1 which expires on 8/13/2008, and is not fOf resale. User Notes: (314:3307024) 9 ~ 1.4.1.3 Other documents as follows: (List other documents, if any, forming part of the Agreement.) Exhibit' A' Oshkosh Convention Center Feasibility Study dated April 2007; Exhibit 'B' Certified Survey Map; Exhibit 'C' Proposed Proiect Schedule; Exhibit 'D' TKVV A Hourly Rate Sheet ~ 1.4.2 Special Terms and Conditions. Special terms and conditions that modify this Agreement are as follows: None Specified ARTICLE 1.5 COMPENSATION ~ 1.5.1 For the Architect's services as described under Article 1.4, compensation shall be computed as follows: Fixed Lump Sum Fee of $223,636 (Two hundred twenty-three thousand six hundred thirty-six dollars) ~ 1.5.2 If the services of the Architect are changed as described in Section 1.3.3.1, the Architect's compensation shall be adjusted. Such adjustment shall be calculated as described below or, if no method of adjustment is indicated in this Section 1.5.2, in an equitable manner. (Insert basis of compensation, including rates and multiples of Direct Personnel Expense for Principals and employees, and identify Principals and classify employees, ifrequired. Identify specific services to which particular methods of compensation apply.) Additional services calculated at the hourly rates for respective personnel identified in Hourly Rate Sheet attached Exhibit 'D'. ~ 1.5.3 For a Change in Services ofthe Architect's consultants, compensation shall be computed as a multiple of ( UL) times the amounts billed to the Architect for such services. ~ 1.5.4 For Reimbursable Expenses as described in Section 1.3.9.2, and any other items included in Section 1.5.5 as Reimbursable Expenses, the compensation shall be computed as a multiple of one point two five (UL) times the expenses incurred by the Architect, and the Architect's employees and consultants. ~ 1.5.5 Other Reimbursable Expenses, if any, are as follows: Mileage at the Federal Mileage Reimbursement Rate Travel Time at Staff Hourly Rates ~ 1.5.6 The rates and multiples for services ofthe Architect and the Architect's consultants as set forth in this Agreement shall be adjusted in accordance with their normal salary review practices. ~ 1.5.7 An initial payment of Zero ($ 0.00 ) shall be made upon execution of this Agreement and is the minimum payment under this Agreement. It shall be credited to the Owner's account at final payment. Subsequent payments for services shall be made monthly, and where applicable, shall be in proportion to services performed on the basis set forth in this Agreement. ~ 1.5.8 Payments are due and payable Thirty (~) days from the date of the Architect's invoice. Amounts unpaid Ninety (~) days after the invoice date shall bear interest at the rate entered below, or in the absence thereof at the legal rate prevailing from time to time at the principal place of business of the Architect. (Insert rate of interest agreed upon.) 1.5% Monthly; 18% per annum (Usury laws and requirements under the Federal Truth in Lending Act, similar state and local consumer credit laws and other regulations at the Owner's and Architect's principal places of business, the location of the Project and AlA Document 8141TM -1997 Part 1. Copyright @ 1917,1926, 1948, 1951, 1953, 1958, 1961, 1963,1966,1967,1970, 1974,1977,1987 and 1997' byThe American Institute of Architects. All rights reserved. WARNING: This AlA" Document is protected by U.S. Copyright Law and International Trei!ties. 10 Unauthorized reproduction or distribution of this AIA@ Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AlA software at 16:51 :00 on 10/11/2007 under Order No.1 000316298_1 which expires on 8/13/2008, and is not for resale. User Notes: (3143307024) Init. elsewhere may affect the validity of this provision. Specific legal advice should be obtained with respect to deletions or modifications, and also regarding requirements such as written disclosures or waivers.) ~ 1.5.9 If the services covered by this Agreement have not been completed within Fifteen (~) months of the date hereof, through no fault of the Architect, extension of the Architect's services beyond that time shall be compensated as provided in Section 1.5.2. ~ 1.5.10 The Terms of this Agreement are contingent upon sufficient appropriation and authorization being made by the Governing Bode of the Owner for the performance of this Agreement. If sufficient appropriations and authorizations are not made, this Agreement shall terminate upon written notice being given by the Owner to the Architect. Such termination shall not result in any claim for payment or damages by the Architect. This Agreement entered into as of the day and year first written above. OWNER ~ Sd// 4/# (Signature) y I Richard VV ollangk. City Manager (Printed name and title) ARCHITECTW~~ ~f Allen F. VV ashatko. Vice-President (Printed name and title) .%: ~ .iJ . An~el . J2 Ie el Deputy City CLerk I hereby certify that the necessary provisions have been made to pay the liability which will accrue under this contract. 'Klw~ Q ~ . City Comptroller , ., :1 i I, i. :ii,'.,~. I ~IA DocumentB141TM -1997 Part 1. Copyright @ 1917,1926,1948, 1951, 1953, 1958, 1961, 1963, 1966, 1967, 1970, 1974,1977,1987 and 1997' by The American Institute of Architects. All rights reserved. WARNING: This AIA@ Document is protected by U.S. Copyright Law and International Tre:~ties. 11 Unauthorized reproduction or distribution of this AlA" Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AlA software at 16:51 :00 on 10/11/2007 under Order No.1 000316298_1 which expires on 8/13/2008, and is not for resale. User Notes: (3143307024) , Init. , c Certification of Document's Authenticity AIA@ Document D401 ™ - 2003 I, Allen F. VVashatko, hereby certify, to the best of my knowledge, information and belief, that I created the attached final document simultaneously with this certification at 16:51 :00 on 10/11/2007 under Order No. 1000316298_1 from AlA Contract Documents software and that in preparing the attached final document I made no changes to the original text of AlA@ Document B 141 TM - 1997 Part 1 - Standard Form of Agreement Between Owner and Architect with Standard Form of Architect's Services, as published by the AlA in its software, other than changes shown in the attached final document by underscoring added text and striking over deleted text. ~~w~ (Signed) r Vice President (Title) October 11, 2007 (Dated) AlA Document D401TM - 2003. Copyright@ 1992 and 2003 by The American Institute of Architects. All rights reserved. WARNING: This AlA" Do,cument is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA@ Document, or any porticm of it, 1 may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AlA software at 16:51:00 on 10/11/2007 under Order No.1000316298_1 which expires on 8/13/2008, and is not for resale. User Notes: (3143307024) Document B141™ -1997 Part 2 Standard Form of Architect's Services: Design and Contract Administration TABLE OF ARTICLES 2.1 PROJECT ADMINISTRATION SERVICES 2.2 SUPPORTING SERVICES 2.3 EVALUATION AND PLANNING SERVICES 2.4 DESIGN SERVICES 2.5 CONSTRUCTION PROCUREMENT SERVICES 2.6 CONTRACT ADMINISTRATION SERVICES 2.7 FACILITY OPERATION SERVICES 2.8 SCHEDULE OF SERVICES 2.9 MODIFICATIONS This document has important legal consequences. Consultation with an attorney is encouraged with respect to its completion or modification. ARTICLE 2.1 PROJECT ADMINISTRATION SERVICES ~ 2.1.1 The Architect shall manage the Architect's services and administer the Project. The Architect shall consult with the Owner, research applicable design criteria, attend Project meetings, communicate with members of the Project team and issue progress reports. The Architect shall coordinate the services provided by the Architect and the Architect's consultants with those services provided by the Owner and the Owner's consultants. ~ 2.1.2 VVhen Project requirements have been sufficiently identified, the Architect shall prepare, and periodically update, a Project schedule that shall identify milestone dates for decisions required of the Owner, design services furnished by the Architect, completion of documentation provided by the Architect, commencement of construction and Substantial Completion of the VV ork. ~ 2.1.3 The Architect shall consider the value of alternative materials, building systems and equipment, together with other considerations based on program. budget and aesthetics in developing the design for the Project. ~ 2.1.4 Upon request ofthe Owner, the Architect shall make a presentation to explain the design of the Project to representatives of the Owner. ~ 2.1.5 The Architect shall submit design documents to the Owner at intervals appropriate to the design process for purposes of evaluation and approval by the Owner. The Architect shall be entitled to rely on approvals received from the Owner in the further development of the design. Init. ~ 2.1.6 The Architect shall assist the Owner in connection with the Owner's responsibility for filing documents required for the approval of governmental authorities having jurisdiction over the Project. AlA Document B141TM -1997 Part 2. Copyright @1917, 1926, 1948, 1951,1953, 1958, 1961,1963,1966,1967, 1970, 1974,1977, 1987 and 19817 by The American Institute of Architects. All rights reserved. WARNING: This AIA@ Document is protected by U.S. Copyright Law and International Tn~aties. Unauthorized reproduction or distribution of this AlA" Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AlA software at 16:53:13 on 10/11/2007 under Ordelr NO.1 000316298_1 which expires on 8/13/2008, and is not for resale. User Notes: (1662470808) 1 ~ 2.1.7 EVALUATION OF BUDGET AND COST OF THE WORK ~ 2.1.7.1 'Nhen the Proj eet requirements ha'/e been sufficiently identified, the ;\rchitect shall prepare a preliminary estimate of the Cost of the VI ork. This estimate may be based on current area, volume or similar conceptual estimating techniques. "^~s the design process progresses through the ead of the preparatioB of the Constmction DOCUIDeRts, the Architect shall update and refine the preliminary estimate of the Cost of the Work. The }\:rchiteet shall ad'/ise the OWFler of aRY adjustmeBts to previous estimates of the Cost of the Work indicated by chaRges in Project requireH18nts or general market cOFlditions. If at aRY time the }\:rchiteet's estimate of the Cost of the Work exceeds the OWFler's budget, the "'\rchitect shall make appropriate recmnmeFldations to the Owner to adjust the Project's size, quality or budget, aRd the O':lner shall cooperate v.4th the "'\rchitect in makiRg SHea adjustments. Refer to 2.91. ~ 2.1.7.2 Evaluations of the Owner's budget for the Project, the preliminary estimate of the Cost of the VVork and updated estimates of the Cost ofthe Work prepared by the "'\rchitect Scope of the VVork: represent the Architect's judgment as a design professional familiar with the construction industry. It is recognized, however, that neither the Architect nor the Owner has control over the cost oflabor, materials or equipment, over the Contractor's methods of determining bid prices, or over competitive bidding, market or negotiating conditions. Accordingly, the Architect cannot and does not warrant or represent that bids or negotiated prices will not vary from the Owner's budget for the Project or from any estimate of the Cost of the VV ork or evaluation prepared or agreed to by the Architect. ~ 2.1.7.3 In preparing estiR'lates comparing the Scope of the VVork with the Owner's preliminary estimate of the Cost of the VVork, ,l....the Architect shall be permitted to include contingencies for design, bidding and price escalation; to determine what materials, equipment, component systems and types of construction are to be included in the Contract Documents; to make reasonable adjustments in the scope of the Project and to include in the Contract Documents alternate bids as may be necessary to adjust the estimated Cost of the VVork to meet the Owner's budget for the Cost of the VV ork. If an increase in the Contract Sum occurring after execution of the Contract between the Owner and the Contractor causes the budget for the Cost of the VV ork to be exceeded, that budget shall be increased accordingly. ~ 2.1.7.4 If bidding or negotiation has not commenced within 90 days after the Architect submits the Construction Documents to the Owner, the budget for the Cost of the VV ork shall be adjusted to reflect changes in the general level of prices in the construction industry. ~ 2.1.7.5 If the budget for the Cost of the VV ork is exceeded by the lowest bona fide bid or negotiated proposal, the Owner shall: .1 .2 .3 .4 give written approval of an increase in the budget for the Cost of the VV ork; authorize rebidding or renegotiating of the Project within a reasonable time; terminate in accordance with Section 1.3.8.5; or cooperate in revising the Project scope and quality as required to reduce the Cost ofthe VVork. ~ 2.1.7.6 If the Owner chooses to proceed under Section 2.1.7.5.4, the Architect, without additional compensation, shall modify the documents for which the Architect is responsible under this Agreement as necessary to comply wilth the budget for the Cost of the VV ork. The modification of such documents shall be the limit of the Architect's responsibility under this Section 2.1.7. The Architect shall be entitled to compensation in accordance with this Agreement for all services performed whether or not construction is commenced. ARTICLE 2.2 SUPPORTING SERVICES ~2.2.1 Unless specifically designated in Section 2.8.3, the services in this Article 2.2 shall be provided by the Owner or the Owner's consultants and contractors. ~ 2.2.1.1 The Owner shall furnish a program setting forth the Owner's objectives, schedule, constraints and criteria, including space requirements and relationships, special equipment, systems and site requirements. ~ 2.2.1.2 The Owner shall furnish surveys to describe physical characteristics, legal limitations and utility locations for the site of the Project, and a written legal description of the site. The surveys and legal information shall include, as applicable, grades and lines of streets, alleys, pavements and adjoining property and structures; adjacent drainage; rights-of-way, restrictions, easements, encroachments, zoning, deed restrictions, boundaries and contours of the site; locations, dimensions and necessary data with respect to existing buildings, other improvements and trees; and AlA Document 8141TM -1997 Part 2. Copyright @ 1917, 1926, 1948, 1951,1953,1958, 1961, 1963, 1966, 1967, 1970, 1974,1977,1987 and 1997 byThe American Institute of Architects. All rights reserved. WARNING: This AlA" Document is protected by U.S. Copyright Law and International Tlreaties. Unauthorized reproduction or distribution of this AlA" Document, or any portion of it. may result in severe civil and criminal penalties, andl will be prosecuted to the maximum extent possible under the law. This document was produced by AlA software at 16:53:13 on 10/11/2007 under OrdElr No.1000316298_1 which expires on 8/13/2008, and is not for resale. User Notes: (166:2470808) 2 Init. information concerning available utility services and lines, both public and private, above and below grade, including inverts and depths. All the information on the survey shall be referenced to a Project benchmark. ~2.2.1.3 The Owner shall furnish services of geotechnical engineers which may include but are not limited to test borings, test pits, determinations of soil bearing values, percolation tests, evaluations of hazardous materials, ground corrosion tests and resistivity tests, including necessary operations for anticipating subsoil conditions, with reports and appropriate recommendations. ARTICLE 2.3 EVALUATION AND PLANNING SERVICES ~ 2.3.1 The Architect shall provide a preliminary evaluation of the information furnished by the Owner under this Agreement, including the Owner's program and schedule requirements and budget for the Cost of the VV ork, each in terms of the other. The Architect shall review such information to ascertain that it is consistent with the requirements of the Project and shall notify the Owner of any other information or consultant services that may be reasonably needed for the Project. ~ 2.3.2 The Architect shall provide a preliminary evaluation of the Owner's site for the Project based on the information provided by the Owner of site conditions, and the Owner's program, schedule and budget for the Cost of the VV ork. ~ 2.3.3 The Architect shall review the Owner's proposed method of contracting for construction services and shall ~?~ify the Owner of anticipated impacts that such method may have on the Owner's program, financial and time requirements, and the scope of the Project. ARTICLE 2.4 DESIGN SERVICES ~ 2.4.1 The Architect's design services shall include normal structural, mechanical aed electrical mechanical. plumbing, electrical and civil engineering services. ~ 2.4.2 SCHEMATIC DESIGN DOCUMENTS ~ 2.4.2.1 The Architect shall provide Schematic Design Documents based on the mutually agreed-upon program, schedule, and budget for the Cost of the VVork. The documents shall establish the conceptual design of the Project illustrating the scale and relationship of the Project components. The Schematic Design Documents shall include a conceptual site plan, if appropriate, and preliminary building plans, sections and elevations. At the Architect's option, the Schematic Design Documents may include study models, perspective sketches, electronic modeling or combinations of these media. Preliminary selections of major building systems and construction materials shall be noted on the drawings or described in writing. ~ 2.4.3 DESIGN DEVELOPMENT DOCUMENTS ~ 2.4.3.1 The Architect shall provide Design Development Documents based on the approved Schematic Design Documents and updated budget for the Cost of the VV ork. The Design Development Documents shall illustrate and describe the refinement of the design of the Project, establishing the scope, relationships, forms, size and appearance of the Project by means of plans, sections and elevations, typical construction details, and equipment layouts. The Design Development Documents shall include specifications that identify major materials and systems and establish in general their quality levels. ~ 2.4.4 CONSTRUCTION DOCUMENTS ~ 2.4.4.1 The Architect shall provide Construction Documents based on the approved Design Development Documents and updated budget for the Cost of the VV ork. The Construction Documents shall set forth in detail the requirements for construction of the Project. The Construction Documents shall include Drawings and Specifications that establish in detail the quality levels of materials and systems required for the Project. ~ 2.4.4.2 During the development of the Construction Documents, the Architect shall assist the Owner in the development and preparation of: (1) bidding and procurement information which describes the time, place and conditions of bidding; bidding or proposal forms; and the form of agreement between the Owner and the Contractor; and (2) the Conditions of the Contract for Construction (General, Supplementary and other Conditions). The Architect also shall compile the Project Manual that includes the Conditions of the Contract for Construction and Specifications and may include bidding requirements and sample forms. Init. AlA Document 8141™ -1997 Part 2. Copyright @ 1917,1926, 1948, 1951,1953, 1958,1961,1963,1966,1967,1970, 1974,1977, 1987 and 19817 by The American Institute of Architects. All rights reserved. WARNING: This AlA" Document is protected by U.S. Copyright Law and International Tn~aties. Unauthorized reproduction or distribution of this AlA" Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AlA software at 16:53:13 on 10/11/2007 under Order No.1000316298_1 which expires on 8/13/2008, and is not for resale. User Notes: (1662470808) 3 ARTICLE 2.5 CONSTRUCTION PROCUREMENT SERVICES ~ 2.5.1 The Architect shall assist the Owner in obtaining either competitive bids or negotiated proposals and shall assist the Owner in awarding and preparing contracts for construction. ~ 2.5.2 The Architect shall assist the Owner in establishing a list of prospective bidders or contractors. ~ 2.5.3 The Architect shall assist the Owner in bid validation or proposal evaluation and determination of the successful bid or proposal, if any. If requested by the Owner, the Architect shall notify all prospective bidders or contractors of the bid or proposal results. ~ 2.5.4 COMPETITIVE BIDDING ~ 2.5.4.1 Bidding Documents shall consist of bidding requirements, proposed contract forms, General Conditions and Supplementary Conditions, Specifications and Drawings. ~ 2.5.4.2 If requested by the Owner, the Architect shall arrange for procuring the reproduction of Bidding Documents for distribution to prospective bidders. The Owner shall pay directly for the cost of reproduction or shall reimburse the Architect for such expenses. ~ 2.5.4.3 If requested by the Owner, the Architect shall distribute the Bidding Documents to prospective bidders and request their return upon completion of the bidding process. The Architect shall maintain a log of distribution and retrieval, and the amounts of deposits, if any, received from and returned to prospective bidders. ~ 2.5.4.4 The Architect shall consider requests for substitutions, if permitted by the Bidding Documents, and shall prepare and distribute addenda identifying approved substitutions to all prospective bidders. ~ 2.5.4.5 The Architect shall participate in or, at the Owner's direction, shall organize and conduct a pre-bid conference for prospective bidders. ~ 2.5.4.6 The Architect shall prepare responses to questions from prospective bidders and provide clarifications and interpretations of the Bidding Documents to all prospective bidders in the form of addenda. ~ 2.5.4.7 The Architect shall participate in or, at the Owner's direction, shall organize and conduct the opening of the bids. The Architect shall subsequently document and distribute the bidding results, as directed by the Owner. ~ 2.6.6 NEGOTIATED PROPOSALS ~ 2.6.6.1 Proposal Documeats shall consist of proposal reqairemeRts, proposed coatract forms, Geaeral Coaditions iHl.d SHj3plementary Conditioas, Speeifications aad Dra'l:iags. ~ 2.5.5.2 If requested by the Owner, the Architect shall arrange for proeuring the re-production of Proposal Docl:lmeRts for distributioa to prospective coatractors. The Owner shall pay directly f-or the cost of reprodaetioB or shall reimberse the L'\rchiteet for sech expeases. ~ 2.5.6.3 If reqeested by the O.....lfler, the L'\rchitect shall organize and participat-c in selection intervievlS with prospeetive contractors. ~ 2.6.6.4 The Architect shall consider requests for sl:lbstitutions, if permitted by the Proposal Documents, and shall prepare aad distribute addenda ideRtifyiag approved substitetioas to all prospective cOBtractors. ~ 2.5.5.5 If requested by the O'.vBer, the Architect shall assist the Owner dHriBg negotiations v:ith prospective coatractors. The L'\rcrntect shall subsequeatly prepare a SUllliIl:8fY report of the aegotiation results, as directed by the Qwner.- Init. AlA Document 8141TM -1997 Part 2. Copyright @1917, 1926, 1948, 1951,1953,1958,1961,1963,1966,1967, 1970, 1974,1977, 1987 and 19'97 by The American Institute of Architects. All rights reserved. WARNING: This AIA@ Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA@ Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AlA software at 16:53:13 on 10/11/2007 under Order No.1000316298_1 which expires on 8/13/2008, and is not for resale. User Notes: (166:2470808) 4 ARTICLE 2.6 CONTRACT ADMINISTRATION SERVICES ~ 2.6.1 GENERAL ADMINISTRATION ~ 2.6.1.1 The Architect shall provide administration ofthe Contract between the Owner and the Contractor as set forth below and in the edition of AlA Document A201, General Conditions of the Contract for Construction, current as of the date of this Agreement. Modifications made to the General Conditions, when adopted as part of the Contract Documents, shall be enforceable under this Agreement only to the extent that they are consistent with this Agreement or approved in writing by the Architect. ~ 2.6.1.2 The Architect's responsibility to provide the Contract Administration Services under this Agreement commences with the award of the initial Contract for Construction and terminates at the issuance to the Owner of the final Certificate for Payment. However, the Architect shall be entitled to a Change in Services in accordance with Section 2.8.2 when Contract Administration Services extend 60 days after the date of Substantial Completion of the VV ork. ~ 2.6.1.3 The Architect shall be a representative of and shall advise and consult with the Owner during the provision of the Contract Administration Services. The Architect shall have authority to act on behalf of the Owner only to the extent provided in this Agreement unless otherwise modified by written amendment. ~ 2.6.1.4 Duties, responsibilities and limitations of authority of the Architect under this Article 2.6 shall not be restricted, modified or extended without written agreement of the Owner and Architect with consent of the Contractor, which consent will not be unreasonably withheld. ~ 2.6.1.5 The Architect shall review properly prepared, timely requests by the Contractor for additional information about the Contract Documents. A properly prepared request for additional information about the Contract Documents shall be in a form prepared or approved by the Architect and shall include a detailed written statement that indicates the specific Drawings or Specifications in need of clarification and the nature of the clarification requested. ~ 2.6.1.6 If deemed appropriate by the Architect, the Architect shall on the Owner's behalf prepare, reproduce and distribute supplemental Drawings and Specifications in response to requests for information by the Contractor. ~ 2.6.1.7 The Architect shall interpret and decide matters concerning performance of the Owner and Contractor under, and requirements of, the Contract Documents on written request of either the Owner or Contractor. The Architect's response to such requests shall be made in writing within any time limits agreed upon or otherwise with reasonable promptness. ~ 2.6.1.8 Interpretations and decisions of the Architect shall be consistent with the intent of and reasonably inferable from the Contract Documents and shall be in writing or in the form of drawings. VVhen making such interpretations and initial decisions, the Architect shall endeavor to secure faithful performance by both Owner and Contractor, shall not show partiality to either, and shall not be liable for the results of interpretations or decisions so rendered in good faith. ~ 2.6.1.9 The Architectshall render initial decisions on claims, disputes or other matters in question between the Owner and Contractor as provided in the Contract Documents. However, the Architect's decisions on matters relating to aesthetic effect shall be final if consistent with the intent expressed in the Contract Documents. ~ 2.6.2 EVALUATIONS OF THE WORK ~ 2.6.2.1 The Architect, as a representative of the Owner, shall visit the site at intervals appropriate to the stage of the Contractor's operations, or as otherwise agreed by the Owner and the Architect in Article 2.8, (1) to become generally familiar with and to keep the Owner informed about the progress and quality ofthe portion of the VVork completed, (2) to endeavor to guard the Owner against defects and deficiencies in the VVork, and (3) to determine in general if the VV ork is being performed in a manner indicating that the VV ork, when fully completed, will be in accordance with the Contract Documents. However, the Architect shall not be required to make exhaustive or continuous on-site inspections to check the quality or quantity of the VV ork. The Architect shall neither have control over or charge of, nor be responsible for, the construction means, methods, techniques, sequences or procedures, or for safety precautions and programs in connection with the VVork, since these are solely the Contractor's rights and responsibilities under the Contract Documents. Init. AlA Document 8141™ -1997 Part 2. Copyright @ 1917,1926,1948,1951,1953, 1958, 1961, 1963,1966,1967,1970, 1974,1977,1987 and 19l17 by The American Institute of Architects. All rights reserved. WARNING: This AlA" Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AlA" Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AlA software at 16:53:13 on 10/11/2007 under Order No.1 000316298_1 which expires on 8/13/2008, and is not for resale. User Notes: (166~!470808) 5 ~ 2.6.2.2 The Architect shall report to the Owner known deviations from the Contract Documents and from the most recent construction schedule submitted by the Contractor. However, the Architect shall not be responsible for the Contractor's failure to perform the VV ork in accordance with the requirements of the Contract Documents. The Architect shall be responsible for the Architect's negligent acts or omissions, but shall not have control over or charge of and shall not be responsible for acts or omissions of the Contractor, Subcontractors, or their agents or employees, or of any other persons or entities performing portions of the VV ork. ~ 2.6.2.3 The Architect shall at all times have access to the VVork wherever it is in preparation or progress. ~ 2.6.2.4 Except as otherwise provided in this Agreement or when direct communications have been specially authorized, the Owner shall endeavor to communicate with the Contractor through the Architect about matters arising out of or relating to the Contract Documents. Communications by and with the Architect's consultants shall be through the Architect. i ~ 2.6.2.5 The Architect shall have authority to reject VV ork that does not conform to the Contract Documents. VVhenever the Architect considers it necessary or advisable, the Architect will have authority to require inspection or testing of the VV ork in accordance with the provisions of the Contract Documents, whether or not such VV ork is fabricated, installed or completed. However, neither this authority of the Architect nor a decision made in good faith either to exercise or not to exercise such authority shall give rise to a duty or responsibility of the Architect to the CoptraCtor, SubcontraCtors, material and equipment suppliers, their agents or employees or other persons or entities performing portions of the VV ork. ' ~ 2.6.3 CERTIFICATION OF PAYMENTS TO CONTRACTOR ~ 2.6.3.1 The Architect shall review and certify the amounts due the Contractor and shall issue Certificates for Payment in such amounts. The Architect's certification for payment shall constitute a representation to the Owner, based on the Architect's evaluation of the VV ork as provided in Section 2.6.2 and on the data comprising the Contractor's Application for Payment, that the VV ork has progressed to the point indicated and that, to the best of the Architect's knowledge, information and belief, the quality of the VVork is in accordance with the Contract Documents. The foregoing representations are subject (1) to an evaluation ofthe VVork for conformance with the Contract Docmnents upon Substantial Completion, (2) to results of subsequent tests and inspections, (3) to cbtrection of minor deviations from the Contract Documents prior to completion, and (4) to specific qualifications expressed by the Architect. ~ 2.6.3.2Tlle isslIallce of a Certifi~ate for Payment shall not be a represent~tion that the Architect has (1) made exhaustive or continuous on-site inspections to check the quality or quantity ofthe VVork, (2) reviewed construction means, methods, techniques, sequences or procedures, (3) reviewed copies of requisitions received from Subcontractors and material suppliers and other data requested by the Owner to substantiate the Contractor's right to payment, or (4) ascertained how or for what purpose the Contractor has used money previously paid on account of the Contract Sum. i ~ 2.6.3.3 The Architect shall maintain a record of the Contractor's Applications for Payment. ~ 2.6.4 SUBMITTALS ~ 2.6.4.1 The Architect shall review and approve or take other appropriate action upon the Contractor's submittals such as Shop Drawings, Product Data and Samples, but only for the limited purpose of checking for conformance with information given and the design concept expressed in the Contract Documents. The Architect's action shall be taken with such reasonable promptness as to cause no delay in the VV ork or in the activities of the Owner, Contractor or separate contractors, while allowing sufficient time in the Architect's professional judgment to permit adequate review. Review of such submittals is not conducted for the purpose of determining the accuracy and completeness of other details such as dimensions and quantities, or for substantiating instructions for installation or performance of equipment or systems, all of which remain the responsibility of the Contractor as required by the Contract Documents. The Architect's review shall not constitute approval of safety precautions or, unless otherwise specifically stated by the Architect, of any construction means, methods, techniques, sequences or procedures. The Architect's approval of a specific item shall not indicate approval of an assembly of which the item is a component. AlA Document B141TM -1997 Part 2. Copyright @ 1917, 1926, 1948, 1951,1953, 1958, 1961. 1963, 1966, 1967, 1970, 1974,1977, 1987 and 1997 by The American Institute of Architects. All rights reserved. WARNING: This AlA" Document is protected by U.S. Copyright Law and International Tlreaties. Unauthorized reproduction or distribution of this AlA" Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent pOSSible under the law. This document was produced by AlA software at 16:53:13 on 10/11/2007 under Order No.1 000316298_1 which expires on 8/13/2008, and is not for resale. User Notes: (166:2470808) 6 Init. ~ 2.6.4.2 The Architect shall maintain a record of submittals and copies of submittals supplied by the Contractor in accordance with the requirements of the Contract Documents. ~ 2.6.4.3 If professional design services or certifications by a design professional related to systems, materials or equipment are specifically required of the Contractor by the Contract Documents, the Architect shall specify appropriate performance and design criteria that such services must satisfy. Shop Drawings and other submittals related to the VV ork designed or certified by the design professional retained by the Contractor shall bear such professional's written approval when submitted to the Architect. The Architect shall be entitled to rely upon the adequacy, accuracy and completeness of the services, certifications or approvals performed by such design professionals. ~ 2.6.5 CHANGES IN THE WORK ~ 2.6.5.1 The Architect shall prepare Change Orders and Construction Change Directives for the Owner's approval and execution in accordance with the Contract Documents. The Architect may authorize minor changes in the VV ork not involving an adjustment in Contract Sum or an extension ofthe Contract Time which are consistent with the intent of the Contract Documents. If necessary, the Architect shall prepare, reproduce and distribute Drawings and Specifications to describe VVork to be added, deleted or modified, as provided in Section 2.8.2. ~ 2.6.5.2 The Architect shall review properly prepared, timely requests by the Owner or Contractor for changes in the VV ork, including adjustments to the Contract Sum or Contract Time. A properly prepared request for a change in the VV ork shall be accompanied by sufficient supporting data and information to permit the Architect to make a reasonable determination without extensive investigation or preparation of additional drawings or specifications. If the Architect det~rrnines that requested changes in the VVork are not materially different from the requirements of the Contract Documents, the Architect may issue an order for a minor change in the VV ork or recommend to the Owner that the requested change be denied. ~ 2.6.5.3 If the Architect deterinines that implementation of the requested changes would result in a material change tOthe ~?ntract that IIlay cause an adjustment in the Contract Time or Contract Sum, the Architect shall make a recomineridation to the Owner, who may authorize further investigation of such change. Upon such authorization, and based upon information furnished by the Contractor, if any, the Architect shall estimate the additional cost and time that might result from such change, including any additional costs attributable to a Change in Services of the Architect. VVith the Owner's approval, the Architect shall incorporate those estimates into a Change Order or other appropriate documentation for the Owner's execution or negotiation with the Contractor. ~ 2.6.5.4 The Architect shall maintain written records relative to changes in the VV ork. ~ 2.6.6 PROJECT COMPLETION ~ 2.6.6.1 The Architect shall conduct inspections to determine the date or dates of Substantial Completion and the date of final completion, shall receive from the Contractor and forward to the Owner, for the Owner's review and teco~qs, written warranties and related documents required by the Contract Documents and assembled by the Contractor, and shall issue a final Certificate for Payment based upon a final inspection indicating the VVork complies with the requirements of the Contract Documents. ~ 2.6.6.2 The Architect's inspection shall be conducted with the Owner's Designated Representative to check conformance of the VV ork with the requirements of the Contract Documents and to verify the accuracy and completeness of the list submitted by the Contractor ofVVork to be completed or corrected. ~ 2.6.6.3 VVhen the VVork is found to be substantially complete, the Architect shall inform the Owner about the balance of the Contract Sum remaining to be paid the Contractor, including any amounts needed to pay for final completion or correction of the VV ork. ~ 2.6.6.4 The Architect shall receive from the Contractor and forward to the Owner: (1) consent of surety or sureties, if any, to reduction in or partial release of retainage or the making of final payment and (2) affidavits, receipts, releases and waivers of liens or bonds indemnifying the Owner against liens. AlA Document 8141'M -1997 Part 2. Copyright @ 1917,1926, 1948,1951, 1953, 1958, 1961,1963,1966,1967,1970, 1974,1977,1987 and 1997 by The American Institute of Architects. All rights reserved. WARNING: This AlA" Document is protected by U.S. Copyright Law and International TI'eaties. Unauthorized reproduction or distribution of this AIA@ Document. or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AlA software at 16:53:13 on 10/11/2007 under Order No.1000316298_1 which expires on 8/13/2008, and is not for resale. User Notes: (166:2470808) 7 Init. ARTICLE 2.7 FACILITY OPERATION SERVICES ~ 2.7.1 The Architect shall meet with the Owner or the Owner's Designated Representative promptly after Substantial Completion to review the need for facility operation services. ~ 2.7.2 Upon request of the Owner, and prior to the expiration of one year from the date of Substantial Completion, the Architect shall conduct a meeting with the Owner and the Owner's Designated Representative to review the facility operations and performance and to make appropriate recommendations to the Owner. ARTICLE 2.8 SCHEDULE OF SERVICES ~ 2.8.1 Design and Contract Administration Services beyond the following limits shall be provided by the Architect as a Change in Services in accordance with Section 1.3.3: .1 up to ~( L}reviews of each Shop Drawing, Product Data item, sample and similar submittal of the Contractor. .2 up to thirty-eight (~) visits to the site by the Architect over the duration of the Project during construction. .3 up to ~( L) inspections for any portion of the VV ork to determine whether such portion of the VVork is substantially complete in accordance with the requirements of the Contract Documents. .4 up to one (L) inspections for any portion of the VV ork to determine final completion. ~ 2.8.2 The following Design and Contract Administration Services shall be provided by the Architect as a Change in Services in accordance with Section 1.3.3: .1 review of a Contractor's submittal out of sequence from the submittal schedule agreed to by the Architect; .2 responses to the Contractor's requests for information where such information is available to the Contractor from a careful study and comparison of the Contract Documents, field conditions, other Owner-provided information, Contractor-prepared coordination drawings, or prior Project correspondence or documentation; .3 Change Orders and Construction Change Directives requiring evaluation of proposals, including the preparation or revision of Instruments of Service; .4 providing consultation concerning replacement of VV ork resulting from fire or other cause during construction; .5 evaluation of an extensive number of claims submitted by the Owner's consultants, the Contractor or others in connection with the VV ork; .6 evaluation of substitutions proposed by the Owner's consultants or contractors and making subsequent revisions to Instruments of Service resulting therefrom; .7 preparation of design and documentation for alternate bid or proposal requests proposed by the Owner; or .8 Contract Administration Services provided 60 days after the date of Substantial Completion of the VV ork. ~ 2.8.3 The Architect shall furnish or provide the following services only if specifically designated: Services Responsibility Location of Service Description (Architect, Owner or Not Provided) .1 ProQramminQ Architect .2 Land Survey Services Owner .3 Geotechnical Services Owner .4 Space Schematics/Flow DiaQrams Architect .5 Existinq Facilities Surveys Architect .6 Economic Feasibility Studies Owner .7 Site Analysis and Selection NA .8 Environmental Studies and Reports Owner .9 Owner-Supplied Data Coordination Owner .10 Schedule Development and MonitorinQ Architect AlA Document 8141TM -1997 Part 2. Copyright @ 1917, 1926, 1948, 1951,1953,1958,1961, 1963, 1966, 1967, 1970, 1974,1977,1987 and 1997 byThe American Institute of Architects. All rights reserved. WARNING: This AlA" Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AlA" Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AlA software at 16:53:13 on 10/11/2007 under Order No.1 000316298_1 which expires on 8/13/2008, and is not for resale. User Notes: (1662470808) 8 Init. .11 Civil DesiQn Architect .12 Landscape DesiQn Owner .13 Interior Desian Architect .14 Special BiddinQ or NeQotiation Not provided .15 Value Analysis Not provided .16 Detailed Cost EstimatinQ Not provided .17 On-Site Proiect Representation Not provided .18 Construction Manaaement Not provided .19 Start-up Assistance Not provided .20 Record DrawinQs Not provided .21 Post-Contract Evaluation Not provided .22 Tenant-Related Services Not provided .23 Structural Enoineerino Architect .24 Mechanical Enaineerino Architect .25 PlumbinQ EnQineerinQ Architect .26 Fire Protection Architect .27 Telecommunications Desion Architect .28 Fixtures FurnishinQs & Eauipment Not provided Description of Services. (Insert descriptions of the services designated.) ARTICLE 2.9 MODIFICATIONS ~ 2.9.1 Modifications to this Standard Form of Architect's Services: Design and Contract Administration, if any, are: as follows: The estimate of the Cost of the VV ork was provided by the Martin Ganther Group as a component of the "Oshkosh Convention Center Feasibility Study" - Exhibit' A'. As the design process progresses. the Architect will base the design on this estimate. The Architect shall advise the Owner of any adjustments required. indicated by any changes in Project requirements or general market conditions and shall make appropriate recommendations to the Owner to adiust the Project size, quality, or budget. and the Owner shall cooperate with the Architect in making such adiustments. ~ 2.9.2 The Terms of this Agreement are contingent upon sufficient appropriation and authorization being made by the Governing Bode of the Owner for the performance of this Agreement. If sufficient appropriations and authorizations are not made. this Agreement shall terminate upon written notice being given by the Owner to the Architect. Such termination shall not result in any claim for payment or damages by the Architect. By its execution, this Standard Form of Architect's Services: Design and Contract Administration and modifications hereto are incorporated into the Standard Form of Agreement Between the Owner and Architect, AlA Document B 141-1997, that was entered into by the parties as of the date: ~r-yv~ Allen F. VVashatko, Vice-President (Printed name and title) --- An~ela Deputy Init. AlA Document 8141™ -1997 Part 2. Copyright @ 1917,1926,1948,1951,1953,1958,1961,1963,1966, 1967, 1970, 1974,1977, 1987 and 1997 by The American Institute of Architects. All rights reserved. WARNING: This AIA<J> Document is protected by U.S. Copyright Law and International Tlreaties. Unauthorized reproduction or distribution of this AlA" Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AlA software at 16:53:13 on 10/11/2007 under OrdElr NO.1 000316298_1 which expires on 8/13/2008, and is not for resale. User Notes: (166.2470808) 9 '" Certification of Document's Authenticity AIA@ Document 0401 ™ - 2003 I, Allen F. VVashatko, hereby certify, to the best of my knowledge, information and belief, that I created the attached final document simultaneously with this certification at 16:53:13 on 10/11/2007 under Order No. 1000316298_1 from AlA Contract Documents software and that in preparing the attached final document I made no changes to the original text of AlA@ Document B141 ™ - 1997 Part 2 - Standard Form of Architect's Services: Design and Contract Administration, as published by the AlA in its software, other than changes shown in the attached final document by underscoring added text and striking over deleted text. ~FW~ (Signed) Vice President (Title) October 1, 2007 (Dated) I hereby (:f!rtify that the necessary provision~ have been made to pay the liability which will acorue under this contract. _Z1. 'tzLJJ Q U~ ...../ City Comptroller ~ AlA Document D401TM - 2003. Copyright@1992 and 2003 by The American Institute of Architects. All rights reserved. WARNING: This AlA" Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AlA" Document, or any portion of it, 1 may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AlA software at 16:53:13 on 10/11/2007 under Order No.1 000316298_1 which expires on 8/13/2008, and is not for resale. User Notes: (1662470808) nna SOCIETY OF ARCHITECTS ` II � I' WISCONSIN OC �:PIP THE AMERICAN INSTITUTE OF ARCHITECTS P : =��' 4.,,irmi ii WIS. AIA DOCUMENT —� 0 JULY 1980 ED. WIS. A312 PUBLIC IMPROVEMENT PERFORMANCEILABOR AND MATERIAL f.9 PAYMENT BOND THIS BOND 1S TO BE USED ON PUBLIC IMPROVEMENT CONTRACTS PURSUANT TO SECTION 779.14 WISCONSIN STATUTES. Bond No. 929456854 KNOW ALL MEN BY THESE PRESENTS: that (Here insert name and addreu or legal title of the Contractor, referred to in Sec. 779.14 Wisconsin Statutes as the prime contractor) MIRON CONSTRUCTION CO., INC. P. O. Box 509 Neenah WI 54957 -0509 as Principal, hereinafter called Principal, and, (Here invert the legal title and address of Surety) CONTINENTAL CASUALTY COMPANY 333 S. Wabash Ave. Chicago IL 60604 duly authorized and licensed to do business in the State of Wisconsin, as Surety, hereinafter called Surety, are held and firmly bound unto (Name and address or legal tide of Owner) CITY OF OSHKOSH, WI 215 Church Avenue Oshkosh WI 54901 as Obligee, hereinafter called Owner, for the use and benefit of claimants as hereinafter provided in the amount of Two Million Eight Hundred Ninety Four Thousand Six Hundred Fifty Eight and 00 /100Dollass ($ 2,894,658.00 ), (Here insert • sum at least equal to the contract price) for the payment whereof Principal and Surety bind themselves, their heirs, executors, administrators, suc- cessors and assigns, jointly and severally, firmly by the= .prtsents. WHEREAS, MIRON CONSTRUCTION CO., INC. Principal has by written agreement dated 6/17/2008 , entered into a contract with Owner for Oshkosh Convention Center - Addition to and Renovation of the Existing Oshkosh Convention Center located at 2 North Main Street, Oshkosh, Wisconsin in accordance with drawings and specifications prepared by (Here insert full name, use and address) The Kubala Washatko Architects, Inc. W61 N617 Mequon Avenue, Cedarburg, WI 53012 which contract is by reference made a part hereof and is required by Section 779.14, Wisconsin Statutes, S The said written agreement, drawings, specifications and amendments are hereinafter referred to as the Contract. PUBLIC IMPROVEMENT PERFORMANCE / LABOR - MATERIAL BOND TWO PAGES WIS. AIA DOC. WIS. A312AUGUST. 1989ED. PAGE 1 rfl Copr. 1969 Wisconsin Society of Architects /AIA 321 S. Hamilton St. Madison, Wis. 53703 NOW, THEREFORE, THE CONDITION OF THIS OBLIGATION, as required by Section 779.14, Wisconsin Statutes, is such that, if the' Principal shall faithfully perform the said contract and pay every person entitled thereto for all the claims for labor performed and materials furnished under the Contract, to be used or consumed in making the public improvement or performing the public work as provided in the Contract, then this obligation shall be null and void; otherwise it shall remain in full force and effect, subject, however, to the following conditions: 1) No assignment, modification or change of the Principal and the Surety upon this bond for the Contract, or change in the work covered thereby, or recovery of any damages he may have sustained by any extension of time for the completion of the Con- reason of the failure of the Principal to comply with tract shall release the sureties on the bond. the Contract or with the Contract between the Prin- cipal and his subcontractors. If the amount realized 2) Not later than one year after the completion of on this bond is insufficient to satisfy all claims of work under the Contract, any party in interest may the parties in full, it shall be distributed among the maintain an action in his own name against the parties pro rata. Signed and sealed this 19th day of June , 2008 IN THE PRESENCE OF: MIRO At NSTRUCTION CO. IN mss,' 1 , �Z _�_ t I :e (Seal) Wham 'rte: David G. Voss, J• , President CONTINENTAL CASUALTY COM - NY Nam o[ Sanity t Kelly Cody WI Thi Roxanne Jensen Attomey -in -Fact APPROVED BY IN THE PRESENCE OF: CITY OF OSHKOSH t - /!7 • 7 Br John M. Fitzpatrick Meld) "' raw Acting City Manager *This bond shall be approved in the case of the state by the state official authorized to enter into such con- tract, of a county by its district attorney, of a city by its mayor, of a village by its president, of a town by its chairman, of a school district by the director or president and of any other public board or body by the presiding officer thereof. PUBLIC IMPROVEMENT PERFORMANCE /LABOR - MATERIAL BOND TWO PAGES WIS. AIA DOC. WIS. A312 AUGUST 1989 ED. PAGE 2 • POWER OF ATTORNEY APPOINTING INDIVIDUAL ATTORNEY -IN -FACT Know All Men By These Presents, That Continental Casualty Company, an Illinois corporation, National Fire Insurance Company of Hartford, an Illinois corporation, and American Casualty Company of Reading, Pennsylvania, a Pennsylvania corporation (herein called "the CNA Companies "), are duly organized and existing corporations having their principal offices in the City of Chicago, and State of Illinois, and that they do by virtue of the signatures and seals herein affixed hereby make, constitute and appoint Timothy J McKenna, Jeffrey R Meisinger, Kelly Cody, Kent Arps, Troy Carlson, Roxanne Jensen, Individually, of Green Bay, Wisconsin Trudy A Szalewski, Christopher H Kendrick, Brian L Krause, Cheryl Siem, Individually, of Milwaukee, Wisconsin their true and lawful Attorney(s) -in -Fact with full power and authority hereby conferred to sign, seal and execute for and on their behalf bonds, undertakings and other obligatory instruments of similar nature - In Unlimited Amounts - and to bind them thereby as fully and to the same extent as if such instruments were signed by a duly authorized officer of their corporations and all the acts of said Attorney, pursuant to the authority hereby given is hereby ratified and confirmed. This Power of Attorney is made and executed pursuant to and by authority of the By -Law and Resolutions, printed on the reverse hereof, duly adopted, as indicated, by the Boards of Directors of the corporations. In Witness Whereof, the CNA Companies have caused these presents to be signed by their Senior Vice President and their corporate seals to be hereto affixed on this 15th day of October, 2007. � , } 04U/44k, 4 0901t OA Continental Casualty Company O It' 4 � National Fire Insurance Company of Hartford 2' c ORATE Q C VJ � � American Casualty Company of Reading, Pennsylvania SL S JU I9 0 Z I 3 �,a� 1897 HA o- • d' Thomas P. Stillman Senior Vice President State of Illinois, County of Cook, ss: On this 15th day of October, 2007, before me personally came Thomas P. Stillman to me known, who, being by me duly sworn, did depose and say: that he resides in the City of Chicago, State of Illinois; that he is a Senior Vice President of Continental Casualty Company, an Illinois corporation, National Fire Insurance Company of Hartford, an Illinois corporation, and American Casualty Company of Reading. Pennsylvania, a Pennsylvania corporation described in and which executed the above instrument; that he knows the seals of said corporations; that the seals affixed to the said instrument are such corporate seals; that they were so affixed pursuant to authority given by the Boards of Directors of said corporations and that he signed his name thereto pursuant to like authority, and acknowledges same to be the act and deed of said corporations. OFFICIAL SEAL ELIZA PRICE NOYANY PUBLIC, STATE OF ILLINOIS + MY COMMISSION XPIRES: 09/17/09 RE My Commission Expires September 17, 2009 iza Price r Notary Public CERTIFICATE 1, Mary A. Ribikawskis, Assistant Secretary of Continental Casualty Company, an Illinois corporation, National Fire Insurance Company of Hartford, an Illinois corporation, and American Casualty Company of Reading, Pennsylvania, a Pennsylvania corporation do hereby certify that the Power of Attorney herein above set forth is still in force, and further certify that the By -Law and Resolution of the Board of Directors of the corporations printed on the reverse hereof is 'II in force. In testimony whereof I have hereunto subscribed my name and affixed the seal of the said corporations this (Cif- day of , . CAStlg4).. INSUQq Ar+YCO Continental Casualty : ornpany AO' n '' �� <, ' National Fire Insurance Company of Hartford c oaaaaArE c c, a aaPOagr l' American Casualty Company of Reading, Pennsylvania A JULY 71, s LY f, v SEAL t " .. LY 7 , rot HAKOe b • a ` Mary A. R ika kis Assistant Secretary Form F6853- 1/2007 Authorizing By -Laws and Resolutions ADOPTED BY THE BOARD OF DIRECTORS OF CONTINENTAL CASUALTY COMPANY: This Power of Attorney is made and executed pursuant to and by authority of the following By -Law duly adopted by the Board of Directors of the Company. "Article IX Execution of Documents Section 3. Appointment of Attorney -in -fact. The Chairman of the Board of Directors, the President or any Executive, Senior or Group Vice President may, from time to time, appoint by written certificates attorneys -in -fact to act in behalf of the Company in the execution of policies of insurance, bonds, undertakings and other obligatory instruments of like nature. Such attomeys -in -fact, subject to the limitations set forth in their respective certificates of authority, shall have full power to bind the Company by their signature and execution of any such instruments and to attach the seal of the Company thererto. The Chairman of the Board of Directors, the President or any Executive, Senior or Group Vice President or the Board of Directors, may, at any time, revoke all power and authority previously given to any attorney -in- fact." This Power of Attorney is signed and sealed by facsimile under and by the authority of the following Resolution adopted by the Board of Directors of the Company at a meeting duly called and held on the 17 day of February, 1993. "Resolved, that the signature of the President or any Executive, Senior or Group Vice President and the seal of the Company may be affixed by facsimile on any power of attorney granted pursuant to Section 3 of Article IX of the By -Laws, and the signature of the Secretary or an Assistant Secretary and the seal of the Company may be affixed by facsimile to any certificate of any such power and any power or certificate bearing such facsimile signature and seal shall be valid and binding on the Company. Any such power so executed and sealed and certified by certificate so executed and sealed shall, with respect to any bond or undertaking to which it is attached, continue to be valid and binding on the Company." ADOPTED BY THE BOARD OF DIRECTORS OF AMERICAN CASUALTY COMPANY OF READING, PENNSYLVANIA: This Power of Attorney is made and executed pursuant to and by authority of the following By - Law duly adopted by the Board of Directors of the Company. "Article VI— Execution of Obligations and Appointment of Attorney -In -Fact Section 2. Appointment of Attorney -in -fact. The Chairman of the Board of Directors, the President or any Executive, Senior or Group Vice President may, from time to time, appoint by written certificates attorneys -in -fact to act in behalf of the Company in the execution of policies of insurance, bonds, undertakings and other obligatory instruments of like nature. Such attorneys -in -fact, subject to the limitations set forth in their respective certificates of authority, shall have full power to bind the Company by their signature and execution of any such instruments and to attach the seal of the Company thereto. The President or any Executive, Senior or Group Vice President may at any time revoke all power and authority previously given to any attorney -in- fact." This Power of Attorney is signed and sealed by facsimile under and by the authority of the following Resolution adopted by the Board of Directors of the Company at a meeting duly called and held on the 17 day of February, 1993. "Resolved, that the signature of the President or any Executive, Senior or Group Vice President and the seal of the Company may be affixed by facsimile on any power of attorney granted pursuant to Section 2 of Article VI of the By -Laws, and the signature of the Secretary or an Assistant Secretary and the seal of the Company may be affixed by facsimile to any certificate of any such power and any power or certificate bearing such facsimile signature and seal shall be valid and binding on the Company. Any such power so executed and sealed and certified by certificate so executed and sealed shall, with respect to any bond or undertaking to which it is attached, continue to be valid and binding on the Company." ADOPTED BY THE BOARD OF DIRECTORS OF NATIONAL FIRE INSURANCE COMPANY OF HARTFORD: This Power of Attorney is made and executed pursuant to and by authority of the following By -Law duly adopted by the Board of Directors of the Company. "Article VII — Execution of Documents Section 3. Appointment of Attorney -in -Fact. The Chairman of the Board of Directors, the President of any Executive or Senior Vice President may, from time to time, appoint by written certificates attorneys -in -fact to act in behalf of the Company in the execution of policies of insurance, ponds, undertakings and other obligatory instruments of like nature. Such attorneys -in -fact, subject to the limitations set forth in their respective certificates of authority shall have full power to bind the Company by their signature and execution of any such instruments and to attach the seal of the Company thereto. The Chairman of the Board of Directors, the President or any Executive, Senior Vice President or the Board of Directors, may, at any time, revoke all power and authority previously given to any attorney -in- fact." This Power of Attorney is signed and sealed by facsimile under and by the authority of the following Resolution adopted by the Board of Directors of the Company at a meeting duly called and held on the l7'' day of February, 1993. "RESOLVED: That the signature of the President, an Executive Vice President or any Senior or Group Vice President and the seal of the Corporation may be affixed by facsimile on any power of attorney granted pursuant to the Resolution adopted by this Board of Directors on February 17, 1993 and the signature of a Secretary or an Assistant Secretary and the seal of the Corporation may be affixed by facsimile to any certificate of any such power, and any power or certificate bearing such facsimile signature and seal shall be valid and binding on the Corporation. Any such power so executed and sealed and certified by certificate so executed and sealed, shall with respect to any bond or undertaking to which it is attached, continue to be valid and binding on the Corporation." -. A VORD ®s , ° t DATE (MM/DD/YY) 'l :-, - � 06/19/08 PRODUCER THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION Aon Risk Services Central, Inc. ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE fka Aon Risk Services, Inc. of Wisconsin HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR 111 N. Washington Street, Suite 300 ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. P. 0. Box 23004 Green Bay wi 54305 -3004 COMPANIES AFFORDING COVERAGE COMPANY Zurich American Ins Co d PHONE - (920) 437 -7123 FAX - (920) 431 -6345 A z INSURED COMPANY Insurance Company of the State of PA c Miron Construction Co., Inc. B -° 1471 MCMAHON DRIVE °' P 0 BOX 509 C Liberty International Insurance Co. Ltd. NEENAH WI 54957 -0509 USA ° COMPANY D THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED, NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH 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 OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. LIMITS SHOWN ARE AS REQUESTED CO� POLICY EFFECTIVE POLICY EXPIRATION LIMITS LT TYPE OF INSURANCE POLICY NUMBER DATE (MM/DD/YY) DATE (MM/DD/YY) Ni A GENERAL LIABILITY GLO 9259229 - 01 04/15/08 04/15/09 GENERAL AGGREGATE $2,000,000 N. O GENERAL LIABILITY PRODUCTS - COMP/OP AGG $2,000,000 , X COMMERCIAL GENERAL LIABILITY CT �� CLAIMS MADE © t PERSONAL & ADV INJURY 51, 000 , 000 0 OWNER'S & CONTRACTOR'S PROT EACH OCCURRENCE $1,000,000 r- X AGGREGATE PER PRO] FIRE DAMAGE(Any one fire) $300,000 C MED EXP (Any one person) $10,000 Z co A AUTOMOBILE LIABILITY BAP 9259228 - 04/15/08 04/15/09 C OMBINED SINGLE LIMIT $1,000,000 c' _ X ANY AUTO BUSINESS AUTOMOBILE w— ' ALL OWNED AUTOS BODILY INJURY U ( Per person) SCHEDULED AUTOS )( HIRED AUTOS BODILY INJURY (Per accident) X NON -OWNED AUTOS PROPERTY DAMAGE GARAGE LIABILITY AUTO ONLY - EA ACCIDENT ANY AUTO OTHER THAN AUTO ONLY: ` EACH ACCIDENT AGGREGATE B EXCESS LIABILITY 4890500 04/15/08 04/15/09 EACH OCCURRENCE $5,000,00- 1 1 UMBRELLA FORM UMBRELLA LIABILITY AGGREGATE $5,000,00 X OTHER THAN UMBRELLA FORM _ Retained Limit Amoun $10,00 X WC STATU- OTH- .� N A WORKER'S COMPENSATION AND WC 9259230 - 04/15/08 04/15/09 I TORY LIMITS I FR , r ._ _. Of EMPLOYERS' LIABILITY WORKERS' COMPENSATION EL EACH ACCIDENT $ 11:60 1 THE PROPRIETOR/ X INCL EL DISEASE- POLICY LIMIT $500,000 PARTNERS /EXECUTIVE OFFICERS ARE: EXCL EL DISEASE -EA EMPLOYEE $500,000 IN 2 DESCRIPTION OF OPERATIONS /LOCATIONSNEHICLES /SPECIAL ITEMS RE: OSHKOSH CONVENTION CENTER - ADDITION AND RENOVATION, OSHKOSH, WI. ADDITIONAL INSURED ON THE GENERAL LIABILITY k THE CITY OF OSHKOSH AS RESPECTS THE PROJECT NAMED ABOVE PER BLANKET ADDITIONAL INSURED ENDORSEMENT. I SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE E CITY OF OSHKOSH EXPIRATION DATE THEREOF, THE ISSUING COMPANY WILL ENDEAVOR TO MAIL 215 CHURCH STREET 30 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, OSHKOSH WI 54901 USA BUT FAILURE TO MAIL SUCH NOTICE SHALL IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE COMPANY. ITS AGENTS OR REPRESENTATIVES. 1_ AUTHORIZED REPRESENTATIVE ,Q . J tiTe,o �ss-w s