Loading...
HomeMy WebLinkAbout34163 / 86-365. � � November 6, 1986 1f365 RESOLUTION (CARRIED LOST LAID OVER WITHDRAWN ) PURPOSE: APPROVE ARCHITECTURAL SERVICES/FIRE STATION INITIATED BY: CITY ADMINISTRATION WHEREAS, the City of Oshkosh has heretofore solicited proposals for architectural services for a new fire station; and WHEREAS, it appears that the following is the most advantageous proposal: YARBRO-KEMPINGER ARCHITECTS, INC. 1488 West South Park Avenue Oshkosh, WI 54901 Total: (See contract attached.) NOW, THEREFORE, BE IT RESOLVED by the Common Council of the City of Oshkosh that the said proposal is hereby accepted (subject to funding approval by the Council)and the proper City officials are hereby authorized and directed to enter into the appropriate agreement for the purpose of same. SUBMITTE➢ BY �� ,E , ��"'' APPR06'FD _.� __.____---------- : RESGLUTION # 3fi5 THE AMERICAN INSTITUTE OF ARCHITECTS ,fi ��,�-' ,�� AIA Dacument B141 Standard Form of Agree�nent Between O�rner ��d Architect 1977 EDITION THIS DOCUMENT HAS IMPORTANT LEGAL CONSEQUENCES; CONSUL7ATION WITH AN ATTORNEY IS ENCOURAGED WITH RESPECT TO ITS COMPLETION OR MODIFICATION AGREEMENT made as of the SIXTH (6th) day of NOVEMBER in the year of Nineteen Hundred and EIGHTY SIX BETWEEN the Owner: and the Architect: THE CITY OF OSHKOSA 215 Church Avenue Oshkosh, Wisconsin 54901 YARBRO-KEMPINGER ARCHITECTS, INC. 1488 West South Park Avenue Oshkosh, Wisconsin 54901 For the following Project: (Indude detailed descrip:ion of Projec[ lowtion and smpe.) NEW FIRE STATION In the westerly part of the on a site that has yet to be The Owner and the Architect agree as set forth below. City of Oshkosh determined Cupyrigh[ t9t:, �926, 79i8, 1951, '1953, 7958, "1961, 1963, �966. '1967, l9]0, �9ii, OO �9]] by The American Ins�ilWe oi Archi[ecls, 1'l5 New York Avenue, N.W.. Washingmn, D.0 20006. Reproductian oi the materlal herein or su6stantlal qmtation oi i1s pmvisions wi�hout permission oi �he AIA violates �hc ropyrlbh[ laws o( Ihe United Slales and wlll be subject lo legal prosecution. . AIA DOCUMENT 61Gi • OK'NER-ARCNITEQ TGREfMENT • THIRTEENTH EDITION • NLY t9]; • AIA(' • Q 79]7 THE TMERICAN INSTITUTE OF ARCHREQS, �i15 NEW YORK AVENUE, N.\V., WASHINGTON, D.C. 20006 6141-1977 � iC�I� J RESOLUTION # 365 (This Page'Is Blank) .r RESOLUTION # 365 TERMS AND CONDITIONS OF AGREEMENT BETWEEN OWNER AND ARCHITECT ARTICLE 1 ARCHITECT'S SERVICES AND RESPONSIBILITIES BASIC SERVICES The ArchitecYs Basic Services consist of the five phases described in Paragraphs �.1 through �.5 and indude normal structural, mechanical and elecVical engineering services and any other services induded in Article 15 as part of Basic Services. �,7 SCHEMATIC DESIGN PHASE 1.1.1 The Archited shall review the program furnished by Ihe Owner to ascertain the requirements of the Projec[ and shall review the understanding of such requirements with the Owner. 1.1.2 The Architect shall provide a preliminary evalua- tion of the program and the Project budget requirements, each in terms of the other, subject to the limitations set forth in Subparagraph 32.1. 1.1.3 The Architect shall review with the Owner aiterna- tive approaches to design and construction of the Project. 1.1.4 Based on the mutually agreed upon program and Project budget requirements, the Architect shall prepare, for approval by the Owner, Schematic Design Documents consisting of drawings and other documents illustrating the scale and relationship of Project components. 1.1.5 The Architect shall submit to the Owner a State- ment of Probable Construction Cost based on current area, volume or other unit costs. �,2 DESIGN DEVELOPMENT PHASE 1.2.1 Based on the approved Schematic Design Docu- ments and any adjustments authorized by the Owner in Ihe program or Project budget, the Architect shall pre- pare, for approval by the Owner, Design Development Documents consisting of drawings and other documents ro fix and describe the size and character of the entire Projeci as [o architeciu�ai, s(r�c.ural, mschanical and e!ec- trical systems, materials and such other elements as may be appropriate. 1.2.2 The Architect shall submit to the Owner a further Statement of Probable ConstrucGon Cost. 1,3 CONSTRUCTION DOCUMENTS PHASE '1.3.� Based on the approved Design Development Dor umen[s and any further adjustments in the scope or qual- ity of the Projec[ or in the Project budget authorized by the Oevner, Ihe Architec[ shall prepare, for approval by the Owner, Construction Documents consisting oi Draw- ings and Specifications setting forth in detaii the require- ments for the construction of the Project. 1.3.2 The Architect shall assist the Owner in the prepara- tion of the necessary bidding information, bidding forms, the Conditions of the Contract, and the form of Agree- ment between the Owner and the Contractor. 1.3.3 The Architect shall advise the Owner of any adjust- ments to previous Statements of Probable Construction Cost indicated by changes in requirements or general market conditions. 1.3.4 The Architec[ shall assist the Owner in connection with the Owner's responsibility for filing documents re- quired for the approval of govemmental authorities hav- ing jurisdiction over the Project. 7,q BIDDING OR NEGOTIATION PHASE 1.4.1 The Architect, following the Owner's approval of the Construction Documents and of the latest Statement of Probable Construction Cost, shall assist the Owner in obtaining bids or negotiated proposals, and assist in awarding and preparing contracts for construction. 7,5 CONSTRUCTION PHASE—ADMINISTRATION OP THE CONSTRUCTION CONTRACT 1.5.1 The Construction Phase will commence with the award of the Contract for Consiruction and, together with the Architect's obligation to provide Basic Services under this Agreement, will termina[e when final payment to the Contractor is due, or in the absence of a final Certificate for Payment or of such due date, sixty days after the Date of Substantial Completion of the Work, whichever occurs first. 1.5.2 Unless otherwise provided in this Agreement and incorporated in the Contract Documents, the Architect shall provide administration of the Contract for Construo- iion as set forth below and in the edition of AIA Docu- ment A201, General Conditions of the Contract for Con- struction, current as ot the date of this Agreement. 1.5.3 The Architect shall be a representative of the Owner during the Construction Phase, and shall advise and consult with the Owner. Instructions to the Contrao- tor shall be forwarded Ihrough [he Archit?ct. The Archi- tect shall have authority to act on behalf of the Owner only to the extent provided in the Contract Documents unless otherwise modified by written insVUment in ao- cordunce with S�bFJ:.f3bf�rl; ?.5 �6 �.5.4 The Architect shall visit the site at intervals ap- propriate to the stage of construction or as otherwise agreed by the Architect in writing to become generally tamiliar wfth the progress and quality of the Work and ro determine in general if the Work is proceeding in accord- ance with Ihe Contract Documents. However, the Archi- ted shall not be required to make exhaustive or con- tinuous on-site inspections to check the quality or quan- titv of the Work. On the basis oi such ornsite observa- tions as an architect, the Architect shall keep the Owner informed of the progress and qualiry of the Work, and shall endeavor to guard the Oevner against defects and deficiencies in the Work of the Contractor. 1.5.5 The Architect shall no[ have control or charge of and shall not be responsible for construction means, methods, techniques, sequences or procedures, or for safety precautions and programs in connection with the Work, for the acts or omissions of the Contractor, Sub- AIA DOCUMENT 8141 • OIVNER-ARCHITKT AGREEn1EN7 • iHIFTEENTH EDITION • IUIY �9]] • AIAa • OO �977 THE AMERICAN IFSTIiUTE OF ARCHITECTS, 1:35 NLAV 1'ORK iWENUE, N_AV., WASHINGTON, D.C. ?0006 -18c - B141-1977 3 contractors or any other persons performing any of the Work, or for the failure of any of them to ca�ry out the Work in accordance with the Contract Documents. 1.5.6 The Architect shall at all times have access to the Work wherever it is in preparation or progress. 1.5.7 The Architect shall determine the amounts owing to the Convacror based on observations at the site and on evaluations of the Coniractor's Applications for Payment, and shall issue Certifica[es for Payment in such amounts, as provided in the Contract Documents. 1.5.8 The issuance of a Certificate for Payment shall constitute a representation by ihe Architect to the Owner, based on the Architec['s observations at the site as pro- vided in Subparagraph 1.5.4 and on the data mmprising the Contractor's Application for Payment, that the Work has progressed to the point indicated; that, to the best of the Architect's knowledge, intormation and belief, the qual- ity of [hP Work is in accordance with the ConMact Docu- ments (subject to an evaluation of the Work for con- formance with the Contract Documents upon Substantial Completion, to the results of any subsequen[ tests re- quired by or performed under the Contract Documents, to minor deviations from the Contract Documents cor- rectable prior ro completion, and [o any specific qualifica- tions stated in the Certificate for PaymenU; and that the Contractor is entided to payment in the amount certified. However, the issuance of a Certificate for Payment shall not be a representation that the Architect has made any examination to ascertain how and for what purpose the Contractor has used the moneys paid on account of fhe Contract Sum. 1.59 The Architect shall be the interpreter of the re- quirements of the Contract Documents and the judge of the performance thereunder by both the Owner and Contractor. The Architect shall render interpretations neo- essary for the proper execution or progress of Ihe Work with reasonable promptness on written request of either the Owner or the Contrattor, and shall render written de- tisions, within a reasonable time, on all daims, disputes and other matters in question between the Owner and the Contractor rela[ing to the execution or progress of the Work or the interpretation of the Contract Documents. 1.5.�0 Inierpre[ations and decisions oi t��e Arci�i.ect shal� be mnsistent with the intent of and reasonably inferable from the Contract Documents and shall be in written or graphic form. In the capacity of interpreter and judge, the Architect shall endeavor to secure faithful perform- ance by both the Owner and the Contractor, shall not show partialiry to either, and shall not be liable for [he result of any interpretation or decision rendered in goctd faith in wch capaciry. 1.5.11 The ArchitecYs decisions in matters relating to artistic effect shall be final if consistent with the intent of Ihe ConVact Documents. The Architect's decisions on any other daims, disputes or other matters, induding those in question between the Owner and the Contractor, shall be subject to arbitration as provided in this Agree- ment and in the Contract Documents. 1.5.12 The Architect shall have authority to reject Work which does not mnform to the Contract Documents. Whenever, in the Architect's reasonable opinion, it is RESOLUTION # 365 necessary or advisable for the implementation of the intent of the Coniract Documen[s, the Architect will have author- ity to require special inspection or testing of the Work in accordance with the provisions of the Contract Docu- ments, whether or not such Work be then fabricated, in- stalled or completed. 1.5.73 The Architect shall review and approve or take other appropriate action upon the Contractor's submittals wch as Shop Drawings, Product Oata and Samples, but only for conformance with the design concep[ of the Work and with the information given in the Contract Documents. Such action shall be taken with reasonable promptness sc as to cause no delav. The ArchitecYs ap- proval of a specific item shall not indicate approval of an assembly of which the item is a component. 1.5.14 The Architect shall prepare Change Orders for the Owner's approval and execution in accordance with the Contract Documents, and shall have authoriry to order minor changes in [he Work notiovolving an adjustment in the Contract Sum or an extension of the Contract Time which are not inconsistent with the intent of the Contract Documents. 1.5.15 The Architec[ shall conduc[ inspections to deter- mine the Dates of Substantial Completion and final com- pletion, shall receive and forward to the Owner for the Owner's review written warranties and related documents required by the Contract Documents and assembled by the Contractor, and shall issue a final Certificate for Pay- ment. 1.5.16 The extent of the duties, responsibilities and lim- itations of authoriry of the Architect as the Owner's rep- resentative during construction shall not be modified or extended without written consen[ ot the Owner, the Con- tractor and the Architect. �,6 PROjECT REPRESENTATION BEYOND BASIC SERVICES 1.6.1 If the Owner and Architect agree that more ex- tensive representation at the site than is described in Paragraph 1.5 shali be provided, the Architect shall pro- vide one or more Project Representatives to assist the Architect in carrying out such responsibilities at the site. 1.62 Such Project Representa[ives shall be selected, em- ploved and directed bv Ihe Architect, and the Archi[ec[ shall be compensated therefor as mutually agreed be- tween the Owner and the Architect as set forth in an ex- hibit appended to this Agreement, which shall describe the duties, responsibilities and limitations of authority of such Project Representatives. 1.6.3 Through the observations by such Project Repre- sentatives, the Architect shall endeavor to provide further protection for the Owner against defects and deficiencies in [he Work, but the fumishing of such project representa- tion shall not modify the rights, responsibilities or obliga- tions of the Architect as described in Paragraph �.5. �,7 ADDITIONAL SERVICES The following Services are not induded in Basic Services unless so ideniified in Artide 'I5. They shall be provided if authorized or contirmed in writing by the Owner, and they shall be paid for by the Owner as provided in this Agreement, in addition to the compensation for Basic Services. AIA DONMENT B741 • O\NNER-ARCHITECT AGREEMENT • THIRTEENTH EDITIO\ • JULV 19i] • AIA'� • OO '1977 4 B�OI-79%% TNE AMERICAN INSTRUTE OF ARCHITCQS, 'Ii35 NftV YOFK AVENUE, NA\'., WASHINGTON, �.C. 20006 i� 1.7.1 Providing analyses of the Owner's needs, and pro- gramming the requirements of the Project. 1J.2 Providing financial feasibility or other special studies. 1J3 Providing planning surveys, site evaluations, envi- ronmental studies or comparative studies of prospective sites, and preparing special surveys, studies and submis- sions required for approvals of governmental authorities or others having jurisdiction over the Project. 1J.4 Providing services relative to future facilities, sys- tems and equipment which are not intended to be con- structed during the Construction Phase. 1J.5 Providing services to investigate existing conditions or facilities or to make measured drawings thereof, or to verify the accuracy of drawings or other information fur- nished by the Owner. 1J.6 Preparing documents of alternate, separate or sequential bids or providing extra services in connection with bidding, negotiation or construdion prior to the completion of the Construction Documents Phase, when requesred by the Owner. 1.7.7 Providing coordination of Work performed by separate contractors or by the Owner's own forces. 1.7.8 Providing services in connection with the work of a construction manager or separate consultants retained by the Owner. 1J.9 Providing Detailed Estimates of Construction Cost, analyses of owning and operating costs, or detailed quan- tity surveys or inventories of material, equipment and labor. 1.7.10 Providing interior design and other similar ser- vices required for or in connection with the selection, procurement or installation of furniture, furnishings and related equipment. 1J.11 Providing services for planning tenant or rental spaces. 1J.12 Making revisions in Drawings, Specifications or other documents when such� revisions are inconsistent with written approvals or insGuctions previously given, are required 'oy the en�ctmeni or mvisicn of codes, la.v> or regulations subsequent to the preparation of such doo- uments or are due ro other causes not solely within the control of the Architect. 1J.13 Preparing Drawings, Specifications and supporting data and providing other services in connection with Change Orders to the estent that the adjustment in the Basic Compensation resulting from the adjus[ed Con- shuction Cost is not commensurate with the services re- quired ot the Architect, provided such Change Orders are required by causes not solely within Ihe control of the Architect. 1.7.14 Making investigations, surveys, valuations, inven- rories or detailed appraisals of existing facilities, and serv- ices required in connection with construction performed by the Owner. 1J.15 Providing consultatiom m�cerning replacement of any Work damaged by fire or other cause during con- RESOLUTION # 365 struc[ion, and fumishing services as may be required in tonnection with the replacement of such Work. 1.7.76 Providing services made necessary by the default of the Con[ractor, or by major defects or deficiencies in the Work of the Con[ractor, or by failure of performance of either the Owner or Contrector under the Contract for Construction. 1.7.17 Preparing a set of reproducible record drawings showing significant changes in the Work made during construction based on marked-up prints, drewings and other data furnished by the Contractor to the Architect. 1.7.18 Providing extensive assistance in the utilization of any equipment or system such as initial start-up or testing, adjusting and balancing, preparation of operation and maintenance manuals, training personnel for operation and maintenance, and consultation during opera[ion. 1.7.19 Providing services after issuance to Ihe Owner of [he final Certificate for Payment, or in the absence of a final Certificate for Payment, more than sixty days after the Date of Substantial Completion of the Work. 1J.20 Preparing to serve or serving as an expert witness in connection with any public hearing, arbitration pro- ceeding or legal proceeding. 1J.21 Providing services of consultants for other than the normal architectural, structural, mechanical and elec- Vical engineering services for the Project. 1.7.22 Providing any other services not otherwise in- cluded in this Agreement or not customarily furnished in accordance wiin generally accepted architecturel practice. �,g 71ME 1.8.1 The Architect shall perform Basic and Additional Services as expeditiously as is consistent with professional skill and care and the orderly progress of the Work. Upon request of the Owner, the Architect shall submit for Ihe Owner's approval a schedule for the performance of the ArchitecYs services which shall be adjusted as required as the Project proceeds, and shall indude allowances for peri- ods of time required for the Owner's review and approval of submissions and for approvals of authorities having jurisdiction over the ProjecL This schedule, when approved by the Owner, shall not, except for reasonable cause, be exceeded by the Architect. ARTICLE 2 THE OWNER'S RESPONSIBILITIES 2.1 The Owner shall provide full information regarding requirements for tlie Project induding a program, which shall set forth the Owner's design objectives, constraints and criteria, induding space requirements and relation- ships, flexibility and expandability, special equipment and rystems and site requirements. 2.2 If the Owner provides a budget for the Project it shall indude contingencies for bidding, changes in the Work during construction, and oiher costs which are the responsibility of the Owner, induding those described in this Artide 2 and in Subparagraph 3.12. The Owner shall, at the request of the Architect, provide a statement of funds available for the Project, and their source. AIA DOCUMENT Btit • OWNER-ARCHITECT AGRE6'v1ENT • THIRTEENTH EDITION • JULV 19i: • AIA� • OO '1977 THE A�tERICAN W571TUTE OF ARCHITECTS, �]35 NEW YORK AVENUE, N.W., WASHINGTON, D.G 20006 .�E.�:� B141-1977 5 2.3 The Owner shall designate, when necessary, a rep- resentative authorized to act in the Owner's behalf with respect to the Project. The Owner or such authorized representative shall examine the documents submitted by the Architect and shall render decisions pertaining thereto promptly, to avoid unreasonable delay in the progress of the Architect's services. 2.4 The Owner shall furnish a legal description and a certified land survey of the site, giving, as applicabie, grades and lines of streets, alleys, pavements and adjoin- ing property; rights-of-way, restrictions, easements, en- croachments, zoning, deed restrictions, boundaries and contours of the site; locations, dimensions and complete data pertaining to existing buildings, other improvements and trees; and full information concerning available serv- ice and utility lines both public and private, above and below grade, induding inverts and depths. 25 The Owner shall furnish the services of soil engi- neers or other wnsultants when such services 3re deemed necessary by the Architect. Such services shall indude test borings, test pits, soil bearing values, percolation tests, air and water pollution tests, ground corrosion and resistivity tests, induding necessary operations for determining sub- soil, air and water conditions, with reports and appropri- ate professional recommendations. 2.6 The Owner shall furnish structural, mechanical, chemical and other laboratory tests, inspections and re- ports as required by law or the Contrad Documents. 2J The Owner shall furnish all legal, accounting and in- surance counseling services as may be necessary at any time for the Project, induding such auditing services as the Owner may require to verify the Contractor's Applica- tions for Payment or ro ascertain how or for what pur- poses the Contractor uses the moneys paid by or on be- half of the Owner. 2.8 The services, information, surveys and reports re- quired by Paragraphs 2.4 through 2.7 inciusive shall be fumished a[ the Owner's expense, and the Architect shall be entided ro rely upon the accuracy and completeness thereof. 2.9 If the Owner observes or otherwise becomes aware of any fault or defect in the Project or nonconformance with the Contract Gocumzr.cs, prompt wrt[en nctice thereof shall be given by the Owner to the Architect. 2.10 The Owner shall furnish required information and services and shall render approvals and decisions as ex- peditiously as necessary for the orderly progress of the Architect's services and of the Work. ARTICLE 3 CONSTRUCTION COST 3,7 DEFINITION 3.1.1 The Construction Cost shall be the rotal cost or estimated cost to the Owner of all elements of [he Project designed or specified by the Architect. 3.1.2 The Construdion Cost shall indude at current market rates, induding a reasonable allowance for over- head and profit, the cost of labor and materiais furnished by the Owner and any equipment which has been de- 6 6141-1977 RESOLUTION # 365 signed, specified, selected or specially provided for by the Architect. 3.1.3 Construction Cost does not indude the compen- sation of the Architect and the Architect's consultants, the cost of the land, rights-of-way, or other costs which are the responsibility of the Owner as provided in Arti- de 2. 3,Z RESPONSIBILITY FOR CONSTRUCTION COST 3.2.7 Evaluations o� the Owner's Projec[ budget, State- ments of Probable Construttion Cost and Detailed Estimates of Construction Cost, if any, prepared by the Archi[ect, represent the Architect's best judgment as a design professional familiar with Ihe construction indus- Vy. It is recognized, however, that neither the Architect nor the Owner has control over the cost of labor, mate- rials or equipment, over the Contractor's methods of de- termining 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 Project budget proposed, established or approved by the Owner, if any, or from any Statement of Probable Construction Cost or other cost estimate or evaluation prepared by the Archi- tect. 3.2.2 No fixed limit of Cons[ruc[ion Cost shall be estab- lished as a condition of this Agreemen[ by the furnishing, proposai or establishment of a Project budget under Sub- paragraph 1.1.2 or Paragraph 2.2 or otherwise, unless such fixed limit has been agreed upon in writing and signed by [he parties herero. If such a tixed limit has been estab- lished, the Architect shall be permit[ed to include con- tingencies for design, bidding and price escalation, to de- termine what materials, equipment, component systems and types of construction are to be induded in the Con- tract Documents, to make reasonable adjustments in the scope of the Project and to indude in the Contract Docu- ments alternate bids to adjust the Construction Cost to the fixed IimiL Any such fixed limit shall be increased in the amount ot any increase in the Contract Sum oc[urring after execution of the Contract for Construction. 3.2.3 If the Bidding or Negotiation Phase has not com- menced within three months after the Architect submi[s ,'r.e Con>truction D: cuments [o the Owner, any Project budget or fixed limit of Construction Cost shall be ad- justed to reilect any change in Ihe general level of prices in the construction industry behveen the date of submis- sion of the Construction Documents to the Owner and the date on which proposals are sought. 3.2.4 If a Project budget or fixed limit of Construc[ion Cost (adjusted as provided in Subparagraph 3.23) is ex- ceeded by the lowest bona fide bid or negotiated pro- posal, the Owner shall (1) give written approval of an increase in such fixed limit, (2) authorize rebidding or re- negotiating of the Project within a reasonable time, (3) if the Project is abandoned, terminate i� accordance with Paragraph "10.2, or (4) cooperate in revising the Project scope and quality as required [o reduce Ihe ConsVUCtion Cost. In the case of (4), provided a fixed limi[ of Construo- tion Cost has been established as a condi[ion of this Agree- ment, the Architect, without additional charge, shall mod- ify the Drawings and Specifications as necessary to mmply AIA DOCUMENT 6141 • OWNEft-ARCHITECT AGREEMENT • iHIRTEEVTH EDITION • WLV t9]] • AIA'� • OO 19]] THE AMERICAN INSTITUTE OF ARCHITEQS, 'V35 NEW YORK AVENUE, N.IV., WASHINGTON, D.G ]0006 �i� with the fixed limit. The providing of such service shall be [he limit of the Architect's responsibility arising from the establishment of such fixed limit, and having done so, the Architect shall be entitled to compensation for all services performed, in accordance with this Agreement, whether or not the Construction Phase is mmmenced. ARTICLE 4 DIRECT PERSONNEL EXPENSE 4.1 Direct Personnel Expense is defined as the direct sal- aries of all the Architect's personnel engaged on the Proj- ect, and the portion of the cost of their mandatory and customary conVibutions and benetits related thereto, such as employment taxes and other s[atutory employee be�e- fits, insurance, sick leave, holidays, vacations, pensions and similar contributions and benefits. ARTICLE 5 REIMBURSABLE EXPENSES 5.1 Reimbursable Expenses are in addition to the Com- pensation for Basic and Additional Services and include ac[ual expenditures made by the Architect and the Archi- tect's employees and mnsultants ir, the interest of the Project for the expenses listed in the following Sub- paragraphs: 5.1.1 Expense of transportation in connection with the Project; living expenses im m�nection with out-of-town travel; long distance communications; and fees paid 4or securing approval of authorities having jurisdiction over the Project. 5.1.2 Expense of reproductions, postage and handling of Drawings, Specifications and other documents, exduding reproductions for the office use of the Architect and the Architect's consultants. 5.1.3 Expense of data processing and photogrephic pro- duction techniques when used in connection with Addi- tional $ervices. 5.1.4 If authorized in advance by the Owner, expense of overtime work requiring higher Ihan regular rates. 5.15 Expense of renderings, models and mock-ups re- quested by the Owncr 5.1.6 Expense of any additional insurance coverage or limits, induding professional liability insurance, requested by the Owner in excess of that normally carried by the Archited and the Architect's consultants. ARTICLE 6 PAYMENTS TO THE ARCHITECT 6,� PAYMENTS ON ACCOUNT OF BASIC SERVICES 6.1.1 An initial payment as se[ forth in Paragraph 14.1 is the minimum payment under this Agreement. 6.1.2 Subsequent payments for Basic Sen-ices shall be made monthly and shall be in proportion to services per- formed within each Phase of services, on the basis set forth in Article 14. 6.1.3 If and to the extent [hat the Contract T:•.ie initially established in thc Contract for Construction is exceeded RESOLUTION # 365 or eztended through no fault of the Architect, compensa- tion tor any 3asic Services required for such eztended period of Administration of the Construction Con[ract shall be computed as set forth in Paragraph 14A for Addi- tional Servfces. 6.1.4 When compensation is based on a percentage of Construc[ion Cost, and any portions of the Project are deleted or otherwise not constructed, compensation for such portions of the Project shall be payable to the extent services are performed on such portions, in accordance with the schedule set forth in Subparagraph �4.2.2, based on (1) the lowest bona fide bid or negotiated proposal or, (Z) if no such bid or proposal is received, the most recent Statement of Probable Construction Cost or Detailed Esti- mate of Construction Cost for such portions of the Project. b,Z PAYMENTS ON ACCOUNT OP ADDITIONAL SERVICES 6.2.1 Payments on account of the Architect's Addi[ional Services as defined in Paragraph 1J and for Reimbursable Expenses as defined in Artide 5 shall be made monthly upon presentation of the Architect's statement of services rendered or expenses incurred. 6.3 PAYMENTS WITHHELD 6.3.1 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 account of the cost of changes in the Work other than those for which,the Architect is held legally liable. 6,4 PROJEC7 SUSPENSION OR TERMINATION 6.4.1 If the Project is suspended or abandoned in whole or in part for more than three months, Ihe Architect shall be compensated for all services performed prior to receipt of written notice from the Owner of such suspension or abandonment, together with Reimbursable Expenses then due and all Termination Expenses as defined in Paregraph 10.4. If the Project is resumed after being suspended for more than three months, the ArchitecYs compensation shall be equitably adjusted. ARTICLE 7 ARCHITECT'S ACCOUNTING RECORDS 7.1 Records of Reimbursable Ezpenses and expenses per- taining ro Additional Services and services performed on the basis of a Multiple ot Direct Personnel Expense shall be kept on the basis of generally accepted accounting principles and shall be available to the Owner or the Owner's authorized representative at mutually convenient times. ARTICLE 8 OWNERSHIP AND USE OF DOCUMENTS 8.1 Drawings and Specifications as inshuments of serv- ice are and shall remain the property of the Architect whether the Project for which they are made is executed or not: The Owner shall be permitred ro retain copies, in- cluding reproducible copies, of Drawings and Specifica- tions for information and reference in connection with the Owner's use and occupancy of Ihe Projeci. The Drawings and Specifications shall not be used by the Owner on AIA DOCUMENT Bi41 • OK'NER-ARCHITECT AG2EEMENT • THIRTEE'VTH EDITION • NLY'1977 • AIA�' • OO �977 THE AMERICAN INSTITUTE OF AREHITECTS, ti35 NE\V YORK AVENUE, N.\V., N'ASHINGTON, D.C. 20006 i� B141-1977 7 other projects, for additions to this Project, or for comple- tion of this Project by others provided the Archi[ect is not in default under this Agreement, except by agreemen[ in writing and with appropriate mmpensation to the Archi- tect. 8.2 Submission or distribu[ion to meet official regulatory requirements or for other purposes in connection with the Project is not ro be construed as publication in derogation of the ArchitecYs rights. ARTICLE 9 ARBITRATION 9.� All daims, disputes and other mat[ers in ques[ion between the par[ies ro this Agreement, arising out of or relating to this Agreement or the breach thereof, shall be decided by arbitration in accordance with the Construo- tion Industry Arbitretion Rules of the American Arbitra- tion Association then obtaining unless the parfies mu[u- ally agree otherwise. No arbitration, arising out of or re- lating to this Agreement, shall indude, by consolida[ion, joinder or in any other manner, any additional person not a parry to this Agreement except by written consent con- taining a specific reference to this Agreement and signed by the Architect, the Owner, and any other person sought to be joined. Any wnsen[ [o arbitration involving an ad- ditional person or persons shall not constitute consent to arbitration of any dispute not described therein or with any person not named or desaibed therein. This Agree- men[ to arbitrate and any agreement to arbitrate with an additional person or persons duly consented to by the parties to this Agreement shall be specifically enforceable under the prevailing arbitration law. 9.2 Notice of the demand for arbitration shall be filed in writing with the other party to this Agreement and with the American Arbitration Association. The demand shall be made within a reasonable time after the claim, dispute or other matter in question has arisen. In no event shall the demand for arbitration be made after the da[e when institution of legal or equitable proceedings based on such daim, dispute or other matter in question would be barred by the applicable statu[e of limitations. 93 The award rendered by the arbitrators shall be final, and judgment may be encered upon it in accordance wiih applicable law in any court having jurisdiction thereof. ARTICLE 10 TERMINATION OF AGREEMENT 10.1 This Agreement may be terminated by either parry upon seven days' written notice should the other party fail substantially to perform in accordance with its terms through no fault of the party initiating the termination. 10.2 This Agreement may be termina[ed by [he Owner upon at least seven days' written notice to the Architect in [he even[ that [he Project is permanendy abandoned. 10.3 In the event of termination not the fault of the Ar- chitect, the Architect shall be compensated for all services performed to termination date, together with Reimburs- able Ezpenses then due and all Termination Expenses as defined in Paragraph 10.4. 8 8141-1977 RESOLUTION # 365 10.4 Termination Expenses include expenses directly at- tributable to termination for which the Architect is not o[herwise compensated, plus an amount computed as a percentage of the total Basic and Additional Compensa- tion eamed to the time of termination, as follows: .1 20 percent if termina[ion occurs during the Sche- matic Design Phase; or .2 10 percent if termination occurs during the Design Development Phase; or .3 S percent if termination occurs during any subse- quent phase. ARTICLE 11 MISCELLANEOUS PROVISIONS 11.1 Unless otherwise specified, this Agreement shall be govemed by the law of the principal p�ace of business of the Architect. 11.2 Terms in this Agreement shall have the same mean- ing as those in AIA Document A201, General Conditions of the Contract for Construction, current as of the date of this Agreement. 11.3 As between [he parties to [his Agreement: as to all acts or failures to act by ei[her parry to this Agreement, any applicable stamte of limitations shall commence to run and any alleged cause of action shall be deemed to have accrued in any and all events not later than the rele- vant Date of Substantial Completion of the Work, and as to any acts or failures to ac[ occurring after the relevant Date of Substantial Completion, not later than the date of issuance of the final Certificate for Payment. 11.4 The Owner and the Architect waive all rights against each other and against the contracrors, consult- ants, agents and employees of the other for damages cov- ered by any property insurance during construction as set forth in the edition of AIA Document A201, General Con- ditions, current as of the date of this Agreement. The Owner and che Architect each shall require appropriate similar waivers from their conVactors, consultants and agents. ARTICLE '12 SUCCESSORS AND ASSIGNS �2.7 The Owner and the Architect, respedively, bind themselves, their partners, successors, assigns and legal representatives to the other party to this Agreement and ro the partners, successors, assigns and legal representa- tives of such other parry with respect to all covenants of this Agreement. Neither the Owner nor the Architect shall assign, sublet or [ransfer any interest in this Agreement without the written consent of the other. ARTICLE 13 EXTENT OF AGREEMENT 13.1 This Agreement represents the entire and integrated agreement between the Owner and the Architect and supersedes all prior negotiations, representa[ions or agree- ments, either written or oral. This Agreement may be amended only by written instrument signed by both Owner and Architect, AIA DOCUMENT BiC/ • OWNER-ARCHITEQ AGREEMENT • THIRTEENiH EDITION •)ULV 19]: • AIA� • OO �977 THE AMERICAN WSTITUTE OF ARCHITEQS, 'V35 NEW YORK AVENUE, N.K'., WASHINGTON, D.C. 20006 - 18h- � RESOLUTION # 365 ARTICLE 14 BASIS OF COMPENSATION The Owner shall compensate the Architect for the Scope of Services provided, in accordance with Article 6, Payments to the Architect, and the other Terms and Conditions of this Agreement, as follows: �4.1 AN INITIAL PAYMENT of NONE dollars ($ ) shall be made upon execution of this Agreement and credited to the Owners account as follows: 14.2 BASICCOMPENSATION 5.9$ for a conventional building and/or 5.2o for a metal building 14.2.1 FOR BASIC SERVICES, as described in Paragrephs'I.� through 1.5, and any other services included in Article'IS as part of Basic Services, Basic Compensation shall be computed as follows: (He�e insert basis o/ mmpensation, induding /ixed amounts, multiples or percentages, and identily Phases to which particular methods oi compensa- tion apply, il necessary.; A. 5.2� or 5.90 as stated above on all City Contracted Construction Work B. There will be no change in fee for deduct alternate bids. C. Fee for add alternate bids will be as follows: 1) If bid is accepted,.5.2% or 5.90 as stated above. 2) If bid is not accepted (5.2� or 5.90) x 80�. 14,2,2 Where compensation is based on a S[ipulated Sum or Percentage of Construdion Cost, payments for Basic Services shall be made as provided in Subparagraph 6.�.2, so that Basic Compensation for each Phase shall equal the following percentages of the total Basic Compensation payable: pnclude any aaGiciowl Phaces as appropriateJ Schematic Design Phase: Twenty percent (20 %) Design Development Phase: Twenty percent (20 %) Construction Documents Phase: Thirty—Five percent (35 %) Bidding or Negotiation Phase: FiVe percent (OS %) Construction Phase: Twenty percent (20 %) 14.3 FOR PROjECT REPRESENTATION BEYOND BASIC SERVICES, as described in Paragraph 1.6, Compensation shall be computed separately in accordance with Subparagraph �.62. AIA DOCUMENT 6171 • OIVNER-ARCHITECT AG2EEMENT • THIR-EENTH EDITION •)ULY t9i7 • AIA� • OO 7977 THE AMERIUN I�\STITUTE� OF ARCHITKTS, V35 NEW YORK AVENUE, N W., WASHWGTON, D.C. 20006 6141-1977 �I - 18i - RESOLUTION # 265 14.4 COMPENSATION FOR ADDITIONAL SERVICES 14.4.1 FOR ADDITIONAL SERVICES OF THE ARCHITECT, as described in Paragraph �J, and any o[her services in- duded in Artide 15 as part of Additional Services, but exduding Additional Services of consultants, Compen- sation shall be computed as follows: (Here insert basfs o/ mmpensation, lnduding rates and/or multiples of Diiect Personnel Expense lor Principals and employees, antl idenlily Vnncipals and dassily emp/oyees, ii requi�ed. Identily specific servlces to whlch parGCUlar methods of compensallon apply, !f necessary_) 1. Principals' time ($55.00) per hour Principals are: at the fixed rate of FIFTY FIVE DOLLARS . For the purpose of this Agreement, Robert L. Yarbro Richard J. Kempinger 2. Employees' time at a multiple o£ TWO POINT FIVE (2.5) times the employees' Direct Personnel Expense, as defined in Article 4. . 14.4.2 FOR ADDITIONAL SERVICES OF CONSULTANTS, induding additional structural, mechanical and electrical engineering services and those provided under Subparagraph �721 or identified in Artide 15 as part of Addi- tional Services, a mul[iple of one pOlnt One five � 1. 15 '� times the amounts billed to the Architect for such services. (Iden(i(�� speclfic types ol mnsullanls in Arlide 95. il re��uiredJ 14.5 FOR REIMBURSABLE EXPENSES, as described in Artide S, aPd anv other items included in Artide 15 as Reim- bursable Expenses, a multiple of one point one T1ve' ( 1. 15 ) times the amounts ex- pended by the Architect, the Architect's employees and consultants in the interest of the Project. 14.6 14.7 Payments due the Architect and unpaid under this Agreement shall bear interest from the date payment is due at the rate entered below, or in the absence thereot, at the legal rate prevailing a[ the principai place of business of the Architect. !Heie insert anv iate ot inte�est agreed uponJ ;USUry laws and requiiements under the Federal Truth in Lending Act. simrlar vate �nd Incal mnsumer credn la�va and other regu/alinns az(he Owner's and ArchitecCs princiP�� P�aces o/ bminess, the location o/ the Pro�ect and rlsewhere may akect the validiN oi this provision. Specifir legal adrice should he oblained with respec[ ro delelion. modi/icazion. or othrr requbemrn�s surh aa wii[mn disdoswes or waivrrU The Owner and the Architect agree in accordance with the Terms and Conditions of this Agreement that: 14J.1 IF THE SCOPE of Ihe Project or ot the Architec['s Services is changed ma[erially, the amounts of compensation shall be equitably adjusted. 14J.2 IF THE SERVICES covered by this Agreement have not been mmpleted within twelve (12 ) O months of the date hereof, through no fauit of the Architect, the amounts of compensation, rates and multiples set forth herein shall be equitably adjusted. AIA DONMENT B141 • Ol\'NER-ARCHITECT TGRE[f.1ENT • THIRTEENTH EDfTIdV •)ULY 1777 • AIA� • OO �9�7 �O B'I4'I-'IBJJ THE AMERIG\N IfJSTITUTE OF ARCHITECTS, t]35 NE\V YORK AVE��'UE. N.\\'., \4'ASHINGTON, D.C. 20006 - 18J - RESOLUTION # 365 ARTICLE 15 OTHER CONDITIONS OR SERVICES 15.1 Add the following to Article 2.5. "The Architect will evaluate soil conditions at test pits dug by the City. If conditions are questionable, soil borings will be ordered as hereinbefore stated. 15.2 Add the following to Article 5.1.2. "The Owner may elect to provide reproduction services for plans and specifications, including all covers, binders, etc." 15.3 Add the following paragraph 5.1.7 as follows: "5.1.7 Charges for time expended at meetings with persons other than the City Manager, members of the Fire Department and/or members of the City of Oshkosh Code Enforcement Department." 15.4 The Architect will coordinate the construction work between all Prime Contractors. AIA �OCUMENT B141 • OWNER-AFCHITKT AGRE6\1ENT • THIRTEENTH EDITION •)ULY 19ii • AIA� • Q"19i] THE Ah1FRIG\N INSiI�UT[ OF ARCHITEQS, V35 NEW VORK AVENUE, N.11'., W�SHINGTON, D.0 20006 B741-1977 �� - 18k - ��. RESOLUTION # 365 IN WITNESS WHEREOF, the City of Oshkosh, Wisconsin has caused this Contract to be sealed with it's corporate seal and to be subscribed to by it's City Manager and City Clerk and countersigned by the Comptroller of said City, and the party of the second part hereunto sets it's, his or their hand and seal the day and year first above written. In the presence of: ��.�a � . C�.�� ' I hereby certify that provisions have been made to pay the liability that will accrue to the City of Oshkosh under this Contract City Comptroller Approved as to form and execution y Attorney ARCHITECT YARBRO-KEMPINGER ARCHITECTS, INC. By � Title Ui . By � G%�-('/�'�i� Title OWNER CITY OF OSHKOSH, WISCONSIN By William D. Frueh, City Manager By Donna C. Serwas, City Clerk (Seal of City) 12 � F .....,=..:.-.; �.:��.� � - � Y z � � i- 3 3 z � `G '�.- fD A—I O ti ti i O 'e 3 •• O O '*1 J �� � Q mo z z �•< � ri c�o oz zn.. .. �co -5 `�"a 3 O �G S F e..., Qi O (D iD r � (/� :�. ��� z a� v, v� n o �-+ � o � .. � o a '�,"'� tn N Z v W C � .-��t0 a� O� �- � � TJ � O� ( � v A U � `�+ D D �'' 1.., O n V Y -i • c+ N C) c-F � O � cF � N �."'"...... ''G !;":m... .,.. -...... ., __ _....v_-. "' ..i� 1'l���iJ:i t � _._....__.... 1 � � ...,.... ..,..... .. . ..... ....� , . _.. � �,�.. A N N x w V U� ��}�j R'�' t �-1, lpd d `.