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HomeMy WebLinkAboutJames Larson/Riverfront Beautification Project THE AMERICAN INSTITUTE OF ARCHITECTS •dii AM Document B157 Abbreviated Form of Agreement Between Owner and Architect For Construction Projects of Limited Scope THIS DOCUMENT HAS IMPORTANT CONSEQUENCES; CONSULTATION WITH AN MODIFICATION. ATTORNEY IS ENCOURAGED WITH RESPECT TO AGREEMENT made this 1st day of September in the year of Nineteen Hundred and eighty BETWEEN the Owner: City of Oshkosh and the Architect: James E. Larson Architect For the following Project: (Include detailed Project location and scope.) C. E. Morgan Co, Riverfront Beautification Project. Including fence relocation and landscaping. The Owner and the Architect agree as set forth below. 1. THE ARCHITECT shall provide professional services for the Project in accordance with the Terms and Conditions of this Agreement. II. THE OWNER shall compensate the Architect, in accordance with the Terms and Conditions of this Agreement. A. FOR SERVICES, as described in Article 1, compensation shall be: For preliminary design $450.00 For working drawings $350.00 For construction observation $200.00 (if Required) B. AN INITIAL PAYMENT OF 0 dollars (S 0 ) shall be made upon execution of this Agreement and credited to the Owner's account. C. FOR REIMBURSABLE EXPENSES, amounts expended as defined in Paragraph 4.3. D. have Rnnot been completed twithins(services are months of materially, or if hereof, the amount rof compensation shall be subject to renegotiation. AIA DOCUMENT B151 • ABBREVIATED OWNER-ARCHITECT AGREEMENT • FEBRUARY 1974 EDITION • AIA ' 1974 • THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVE., N.W., WASHINGTON, D.C. 20006 TERMS AND CONDITIONS OF AGREEMENT BETWEEN OWNER AND ARCHITECT ARTICLE 1 niques, sequences or procedures, or for safety precau- tions and programs in connection with the Work, and he ARCHITECT'S SERVICES shall not be responsible for the Contractor's failure to carry out the Work in accordance with the Contract Documents. The Architect's Services consist of the four phases 1.4.4 Based on such observations at the site and on the described below and include normal structural, Contractor's Applications for Payment, the Architect shall mechanical and electrical engineering services and determine the amount owing to the Contractor and shall any other services included in Article 11 as related issue Certificates for Payment in such amounts. The issu- to a single Stipulated Sum Construction Contract. once of a Certificate for Payment shall constitute a repre- The extent of the Architect's duties and r as g ei sentation by the Architect to the Owner, based on the ties and the limitations of his authority as assisign Architect's observations at the site as provided in Sub- hereunder paragraph 1.4.3 and the data comprising the Application hereunder shall not be modified without his written consent. for Payment, that the Work has progressed to the point indicated; that to the best of the Architect's knowledge, DESIGN PHASE " _ information and belief, the quality of the Work is in ac- 1.1 The Architect shall prepare Design Studies consist cordance with the Contract Documents (subject to an ing of drawings and other documents for approval by the evaluatiQn of the Work for conformance with the Con- tract Documents upon Substantial Completion, to the Owner, and shall submit to the Owner a Statement of results of any subsequent tests required by the Contract Probable Construction Cost. Documents, to minor deviations from the Contract Docu- CONSTRUCTION DOCUMENTS PHASE ments correctable prior to completion, and to any specific 1.2 The Architect shall prepare from the approved De- qualifications stated in the Certificate for Payment); and sign Studies, Drawings and Specifications setting forth in that the Contractor is entitled to payment Payment); in the amount detail the requirements for the Project, and shall submit certified. By issuing a Certificate for Payment, the Archi- an adjusted Statement of Probable Construction Cost. tect shall not be deemed to represent that he has made required The Architect ts shall assist approval any examination to ascertain how and for what purpose required documents for the app governmental the Contractor has used the moneys paid on account of authorities having jurisdiction over the Project. the Contract Sum. 1.4.5 The Architect shall be the interpreter of the re- quirements of the Contract Documents and the impartial 1.3 The Architect, following the Owner's approval of judge of performance thereunder by both the Owner and the Construction Documents and of the adjusted State Contractor, and shall make decisions on all claims of the ment of Probable Construction Cost, shall assist the Owner and Contractor relating thereto. Owner in obtaining bids and in awarding the Construc- tion 1.4.6 The Architect shall review and approve shop draw- ings, samples, and other submissions of the Contractor only for conformance with the design concept of the CONSTRUCTION PHASE Project ect and for compliance with the information given in 1.4 The Construction Phase will commence with the the Documents. award of the Construction Contract and will terminate when the final Certificate for Payment is issued to the 1.4.7 The Architect shall conduct inspections to deter- Owner. the Dates of Substantial Completion and final corn- Owner. lesion, and shall issue a final Certificate for Payment. 1.4.1 The Architect shall provide general Administration P of the Construction Contract, as set forth below. 1.4.8 The Architect shall not be responsible for the acts 1.4.2 All of the Owner's instructions to the Contractor or omissions of the Contractor, or any Subcontractors, or shall be issued through the Architect. The Architect shall their agents or employees, or any other persons perform- prepare all Change Orders. ing any of the Work. 1.4.3 The Architect shall make periodic visits to the site ARTICLE 2 to familiarize himself generally with the progress and quality of the Work and to determine in general if the THE OWNER'S RESPONSIBILITIES Work is proceeding in accordance with the Contract Documents. On the basis of his on-site observations as an architect, he shall endeavor to guard the Owner 2.1 The Owner shall provide full information, including against defects and deficiencies in the Work of the Con- a complete program, regarding his requirements for the tractor. The Architect shall not be required to make ex- Project. haustive or continuous on-site inspections to check the and quality or quantity of the Wor means, methods,thods, tech- affecting the stet itnclluding afcertified land survey, and be responsible for construction AIA DOCUMENT 8151 • ABBREVIATED OWNER-ARCHITECT AGREEMENT • FEBRUARY 1974 EDITION • AIAC 2 C, 1974 • THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVE., N.W., WASHINGTON, D.C. 20006 when deemed necessary by the Architect, soil test reports Specifications, nndcha having neth o , shall be entitled to or the services of a soil enginer. 2.3 The Owner shall furnish laboratory tests, inspections, ARTICLE-- and reports as required by law or the Contract Docu- ments. 2.4 The Owner shall furnish such legal, accounting and PAYMENTS TO THE ARCHITECT insurance counseling services necessary for the Project, and such auditing services as he may require to ascertain how the Contractor has used the money paid to him. 4.1 An initial payment as set forth in Paragraph 11 is the 2.5 The information, surveys, and reports required by minimum payment under this Agreement. Paragraphs 2.1 through 2.4 inclusive tllb f 1 [d te I monthly, the Oyps he ee, and the Architecshall be entitled proportion to services performed. If compensation is on to rely upon the acc uracy and completeness thereof. cost bt shallf at the fixed percentage ea h Phase equal tthe 2.6 If the Owner becomes aware of any fault or defect following percentages of the total Compensation: in the Project or nonconformance with the Contract g P Documents, he shall give prompt written notice to the Design Phase 35% 75% Construction Documents Phase 85% Architect. Biddin or Ne otiation Phase 2.7 The Owner shall furnish information required of him g g 100% as expeditiously as necessary for the orderly progress of Construction Phase 4.3 Payment for Reimbursable Expenses shall be made the e Wo Work. monthly. Reimbursable Expenses are in addition to corn- pensation and include actual expenditures made by thee_ ART ICE 3 Architect for the Project for: ,;w-e-sus; fees paid to governmental authorities; CONSTRUCTION COST renderings and models required by the Owner; Owner authorized overtime; reproductions, s, excluding duplicate sets 3.1 The Construction Cost shall be the total cost or esti- at the completion of each Phase for the Owner's review mated cost to the Owner of all Work designed or sped- and approval. fied by the Architect, which shall be determined as fol- 4.4 No deductions shall be made from the Architect's lows, with precedence in the order listed: compensation on account of sums withheld from pay- Work, For completed construction, the cost of all such menu to contractors. Work, including the cost of labor, materials and equip- me If the Project is suspended for more than three construction;nt furnished by the Owner and the cost of managing months or abandoned in whole or in part, the Architect co or shall be paid for services performed prior to receipt of 3.1.2 For Work not constructed, (1) the lowest bona fide such notice from the Owner together with all termination bid received from(2) a qualified bidder for any or all of expenses. If the Project is resumed after being suspended such Work, or (2) if the Work is not bid, the bona fide negotiated proposal submitted for any or all of such for more than three months, the Architect's compensa- W tion shall be subject to renegotiation. Work; or 4.6 Payments due the Architect under this Agreement 3.1.3 For Work or portions of the Work for which no shall bear interest at the legal rate commencing sixty days such bid or proposal is received, the latest Statement of after date of billing. Probable Construction Cost. 3.2 Construction Cost does not include the compensa- tion of the Architect and his consultants, the cost of the ARTICLE 5 land, right-of-way, or other costs which are the responsi- bility of the Owner in Paragraphs 2.1 through 2.4 TERMINATION OF AGREEMENT inclusive. 3.3 The Architect cannot and does not guarantee that by either party bids will not vary from Statements of Probable Construc- 5.1onThis Agree ntitten be ter mate the other party tion Cost or other cost estimates prepared by him. fail substantially to perform in accordance with its terms 3.4 When a fixed limit of Construction Cost is estab- through no fault of the party initiating the termination. wished as a condition ess Agreement, it shall be in writing signed by the e parties and shall include a bidding In the event of termination due to the fault of parties contingency of ten percent, and if it is exceeded by the other than the Architect, the Architect shall be paid his compensation for services performed to termination date, lowest bona fide bid or approval of an increase see Owner including Reimbursable Expenses, plus (1) give written approval of an increase in such expenses. fixed limit, (2) authorize rebidding the Project within a ex reasonable time, or (3) cooperate in revising In the Project Expenses.2 Termination expenses are e defined ite d as Reimbursable to reduce the Probable Construction •. .• . •- : - (3) the Architect, without additional charge, shall dis- charge his responsibility by modifying the Drawings and ti AIA DOCUMENT 8151 • ABBREVIATED OWNER-ARCHITECT AGREEMENT • FEBRUARY 1974 EDITION • AIA 3 CO 1974 • THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVE., N.W., WASHINGTON, D.C. 20006 • 2-0 . erat if ,or.,,;,,-,,;,,,, duj.ing--,the_Design by all the parties hereto. Any consent to arbitration in- Phase--m= volving an additional party or parties shall not constitute -wring the---en- consent to arbitration of any dispute not described there- -Phase;-or- in or with any party not named or described therein. This 5 percent if termination occurs during any subse- Agreement to arbitrate and. any agreement to arbitrate quent phase. with an additional party or parties duly consented to by the parties hereto shall be specifically enforceable under the prevailing arbitration law. In no event shall the de- ARTICLE 6 mand for arbitration be made after the date when such dispute would be barred by the applicable statute of OWNERSHIP OF DOCUMENTS limitations. The award rendered by the arbitrators shall be final. Drawings and Specification as instruments of service are and shall remain the property of the Architect whether ARTICLE 9 the Project for which they are made is executed or not. They are not to be used by the Owner on other projects EXTENT OF AGREEMENT or extensions to this Project except by agreement in writ- EXTENT OF AGREEMENT ing and with appropriate compensation to the Architect. This Agreement represents the entire and integrated agreement between the Owner and the Architect and ARTICLE 7 supersedes all prior negotiations, representations or agreements. This Agreement may be amended only by SUCCESSORS AND ASSIGNS written instrument signed by both Owner and Architect. The Owner and the Architect each binds himself, his ARTICLE 10 partners, successors, assigns and legal representatives to the other party to this Agreement and to the partners, GOVERNING LAW 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 his in- This Agreement shall be governed by the law of the prin- terest in this Agreement without the written consent of cipal place of business of the Architect. the other. ARTICLE 11 ARTICLE 8 OTHER CONDITIONS OR SERVICES ARBITRATION All claims, disputes and other matters in question be- See Attachments tween the parties to this Agreement, arising out of, or relating to this Agreement or the breach thereof, shall be decided by arbitration in accordance with the Construc- tion Industry Arbitration Rules of the American Arbitra- tion Association then obtaining unless the parties mu- '" tually agree otherwise. No arbitration, arising out of, or relating to this Agreement shall include, by consolidation, joinder or in any other manner, any additional party not a party to this Agreement except by written consent con- taining a specific reference to this Agreement and signed This Agreement executed the day and year first written above.7 OWN ER C --- ARCHITECT 11-11,02--,t y ���j �Y7s• 'herel-i; c S r h v i.,) w:il accrue und. t MA DOCUMENT B1S1 • ABBREVIATED OWNER-ARCHITECT AGREEMENT • FEBRUARY 1974 EDITION • MA® 1117'4•"TFIE-AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVE., N.W., WASHINGTON, D.C. 20006 City Comptroller. Amend Article 5 by adding the following: ARTICLE 5 TERMINATION OF AGREEMENT 5.3 Termination of Contract for Cause. If, through any cause, the Architect shall fail to fulfill in timely and proper manner his ob- • ligations under this Contract, or if the Architect shall violate any, of the covenants, agreements, or stipulations of this Contract, the City shall thereupon have the right to terminate this Contract by giving written notice to the Architect of such termination and spec- ifying the effective date thereof, at least five days before the effective date of such termination. In such event, all finished or unfinished documents, data, studies, surveys, drawings, maps, models, photographs and reports prepared by the Architect under this Contract shall, at the option of the•City, become its property and the Architect shall be entitled to receive just and equitable compensation for any work satisfactorily completed hereunder. 5.4 Notwithstanding the above, the Architect shall not be relieved of "liability to the City for damages sustained by the City by virtue of any breach of the Contract by the Architect and the City may withhold any payments to the Architect for the purpose of set-off until such time as the exact amount of damages due the City from the Architect is deter- mined. 5.5 Termination for Convenience of the City. The City may terminate this Contract at any time by giving at least ten (10) days notice in writing to the Architect. If the Contract is terminated by the City as provided herein, the Architect will be paid for the time provided and expenses incurred up to the termination date. If this Contract is terminated due to the fault of the Architect, Paragraph 1 hereof relative to termination shall apply. • ADD ARTICLE 11 as follows: ARTICLE 11 FEDERAL REQUIREMENTS 11.1 Changes. The City may, from time to time, request changes in the scope of the services of the Architect to be performed hereunder. Such changes, including any increase or decrease in the amount of the Architect'u compensation, which are mutually agreed upon by and between the City and the Architect, shall be incorporated in written amendments to this Contract:. _ 11.2 Personnel. 11.2.1 The Architect represents that he has, or will secure at his own expense, all personnel required in performing the services under this Contract. Such personnel shall not be employees of or have any contrac- tural relationship with the City. 11.2.2 All of the services required hereunder will be performed by the • Architect or under his supervision and all personnel engaged in the work shall be fully qualified and shall be authorized or permitted under State and Local law to perform such services. 11.2.3 None of the work or services covered by this Contract shall be subcontracted without the prior written approval of the City. Any work or services subcontracted hereunder shall be specified by written contract or agreement and shall be subject to each provision of this Contract. • • 11.3 Assignability. The Architect shall not assign any interest on this Contract, and shall not transfer any interest in the same (whether by assignment or novation) , without the prior written consent of the • City thereto: provided, however, that claims for money by the Architect from the City under this Contract may be assigned to a bank, trust com- pany, or other financial institution without such approval. Written notice of any such assignment or transfer shall be furnished promptly to the City. 11.4 Reports and Information. The Architect at such times and in such ' forms as the City may require, shall furnish the City such periodic reports as it may request pertaining to the work or services undertaken ' pursuant to this Contract, the costs and obligations incurred or to be incurred in connection therewith, and any other matters covered by this Contract. 11.5 Records and Audits. The Architect shall maintain accounts and • records, including personnel, property and financial records, adequate to identify and account for all costs pertaining to the Contract and ' such other records as may be deemed necessary by the City to assure proper accounting for all project funds, both Federal and Non-federal. shares. These records will be made available for audit purposes to the City or any authorized representative, and will be retained for three years after the expiration of this Contract, unless permission to destroy them is granted by the City. 11.6 Findings Confidential. All of the reports, information, data, etc., prepared or assembled by the Architect under this Contract are confiden- tial and the Architect agrees that they shall not be made available to any individual or organization without the prior written approval of the City. 11.7 Copyright. No report, maps, or other documents produced in whole or in part under this Contract shall be the subject of an application for copyright by or on behalf of the Architect. 11.8 Compliance with Local Laws. The Architect shall comply with all applicable laws, ordinances and codes of the State and local governments, and the Architect shall save the City harmless with respect to any damages arising from any tort done in performing any of the work em- braced by this Contract. 11.9 Equal Employment Opportunity. During the performance of this Contract the Architect agrees as follows: 11.9.1 The Architect will not discriminate against any employee or applicant for employment because of race, creed, sex, color or national origin. The Architect will take affirmative action to ensure that ap- plicants are employed, and that employees are treated during employment, • without regard to their race, creed, sex, color or national origin. Such action shall include, but not be limited to, the following: employment, upgrading, demotion, or transfer; recruitment or recruit- ment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. The Architect agrees to post in conspicuous places, available to em- ployees and applicants for employment, notices to be provided by the City setting forth the provisions of this non-discrimination clause. 11..9.2 The Architect will, in all solicitation or advertisements for employees placed by or on behalf of the Architect state that all qualified applicants will receive consideration for employment without regard to race, creed, color, sex, or national origin. 11.9.3 The Architect will cause the foregoing provisions to be inserted in all subcontracts for any work covered by this Contract so that such provisions will be binding upon each subcontractor, provided that the foregoing provisions shall not apply to contracts or subcontracts for standard commercial supplies or raw materials. 11.9.4 The Architect will comply with all provisions of Executive Order 11246 of September 24, 1965, and of the rules, regulations and relevant orders of the Secretary of Labor. The Architect will furnish all infor- mation and reports required by Executive Order 11246 of September 14, 1965, and by the rules, regulations and order of the Secretary of Labor, or pursuant thereto, and will permit access to his books, records and accounts by the City's Department of Housing and Community Development and the Secretary of Labor for purposes of investigation to ascertain compliance with such rules, regulations and orders. 11.9.5 In the event of the Architect's noncompliance with the non-compliance► clauses of this Agreement or with any of such rules, regulations or orders, this Agreement may be canceled, terminated or suspended in whole or in • part and the Architect may be declared ineligible for further Government Contracts in accordance with procedures authorized in Executive Order 11246 of September 24, 1965, or by rule, regulation, or order of the Secretary of Labor, or as otherwise provided by law. 11.9.6 The Architect will include the provisions of paragraphs (a) through (g) in every subcontract or purchase order unless exempted by rules, regulations or orders of the Secretary of Labor issued pursuant to Section 204 of Executive Order 11246 of 'September 24, 1965, so that such provisions will be binding upon each subcontractor or vendor. The Ar- chitect will take such action with respect to any subcontract or purchase order as the City's Department of Housing and Community Development may direct as a means of enforcing such provisions including sanctions for- noncompliance: provided, however, that in the event the Architect be- comes involved in, or is threatened with, litigation with a subcontractor or vendor as a result of such direction by the City's Department of Housing and Community Development, the Architect may request the United States to enter into such litigation to protect the interests of the United States. 11.10 Civil Rights Act Of 1964. Under Title VI of the Civil Rights Act of 1964, no person shall, on the grounds of race, color, national origin, or sex be excluded from participation in, be denied the benefits • of, or be subjected to discrimination under any program or activity receiving Federal financial assistance. 11.11 Section 109 of the Housing and Community Development Act of 1974. No person in the United States shall on the grounds of race, color, national origin, or sex be excluded from participation in, be denied the benefits of, or be subjected to discrimination under any program • . or activity funded in whole or in part with funds made available under this title. 11.12 "Section 3" Compliance in the Provision of Training Employment and Business Opportunities. 11.12.1 The work to be performed under this contract is on a project assisted under a program providing direct Federal financial assistance from the Department of Housing and Urban Development and is subject to the requirements of Section 3 of the Housing and Urban Development Act of 1968, as amended, 12 U.S.C. 1701u. Section 3 requires that to the greatest extent feasible opportunities for training and employment be given lower income residents of the project area and contracts for work in connection with the project be awarded to business concerns which are located in, or owned in substantial part by persons residing in the area of the project. 11.12.2 The parties to this Contract will comply with the provisions of said Section 3 and the regulations issued pursuant thereto by the Secretary of Housing and Urban Development set forth in 24 CFR 135, and all applicable rules and orders of the Department issued thereunder prior to the execution of this Contract. The parties to this Contract • • certify and agree that they are under no contractrual or other dis- • ability which would prevent them from complying with these requirements. 11.12.3 The Architect will send to each labor organization or rep- resentative of workers with which he has a collective bargaining agree- ment or other contract or understanding, if any, a notice advising the said labor organization or workers' representative of his commitments under this Section 3 clause and shall post copies of the notice in conspicuous places available to employees and applicants for employ- ment or training. 11.12.4 The Architect will include this Section 3 clause in every sub- contract for work in connection with the project and will, at the direc- tion of the applicant for, or recipient of Federal financial assistance, take appropriate action pursuant to the subcontract upon a finding that the subcontractor is in violation of regulations issued by the Secretary of Housing and Urban Development, 24 CFR Part 135. The Architect will not subcontract with any subcontractor where it has notice or knowledge that the latter has been found in violation of regulations under 24 CFR Part 135 and will not let any subcontract unless the subcontractor has first provided it with a preliminary statement of ability to comply with the requirements of these regulations. 11.12.5 Compliance with the provisions of Section 3, the regulations set forth in 24 CFR Part 135, and all applicable rules and orders of the Department issued hereunder prior to the execution of the contract, shall be a condition of the Federal financial assistance provided to the project, binding upon the applicant or recipient for such assist- ' ance its successors and assigns. Failure to fulfill these requirements shall subject the applicant or recipient, its contractors and subcon- tractors, its successors and assigns to those sanctions specified by the the grant or loan agreement or contract through which Federal assistance is provided, and to such sanctions as are specified by 24 CFR Part 135. 11.•13 Interest of Members of a City. No member of the governing body of the City and no other officer, employee or agent of the City who exercises any functions or responsibilities in connection with the planning and carrying out of the program, shall have any personal financial interest, direct or indirect, in this Contract; and the Architect shall take appropriate steps to assure compliance. 11.14 Interest of Other Local Public Officials. No member of the governing body of the locality and no other public official of such locality, who exercises any functions or responsibilities in connec- tion with the planning and carrying out of the program, shall have any personal financial interest, direct or indirect, in this Contract; and the Architect shall take appropriate steps to assure compliance_ 11.15 Interest of Architect and Employees. The Architect covenants that he presently has no interest and shall not acquire interest, direct or indirect, in the study area or any parcels therein or any other interest which would conflict in any manner or degree with the performance of his services hereunder. The Architect further cov- enants that in the performance of this Contract, no person having any such interest shall be employed. 1 • •