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HomeMy WebLinkAbout33265 / 85-22March 21, 1985 (CARRIED LOST LAID OVER # 22 RESOLUTION _ WITHDRAWN ) PURPOSE: APPROVE ARCHITECTURAL AGREEMENT - PARKS, TRAFFIC, ENGINEERING & CENTRAL GARAGE INITIATED BY: CITY ADMINISTRATION BE IT RESOLVED by the Common Council of the City of Oshkosh that the attached architectural agreement for the alterations and addition to facilities located at 805 Witzel Ave., 926 Dempsey Trail, and 639 Witzel Ave, at a cost not to exceed $9800.00 is hereby approved. BE IT FURTHER RESOLVED that money for this purpose is hereby appropriated from General Fund Equity, to be repaid from 1985 capital improvements funds. SUBMITTED BY �����w �I. APPROVED ----_-""_' - 23 - Resolution # 22 THE AMERICAN INSTITUTE OF ARCHITECTS : � �a�: AIA Document 8141 Standard Form af Agreement Between Owner and Architect 1977 EDITION THIS DOCUMENT HAS IMPORTANT LEGAL CONSEQUENCES; CONSUL7ATIONWITH AN ATTORNEY IS ENCOURAGED WITH RESPEQ 70 1T5 COMPLETION OR MODIFICATION AGREEMENT made as of the 21 st day of ;>_a��c_i in the year of Nineteen <�; Hundred and BETWEEN the Owner. �it? o- Osnkosn, ,�isconsin and the Architect: t jeint ventu-re bet:�een 1�1C112,E1 ci. !�i`JE1.�2S'� t11:i� 2.LC1 �tY'UCi.U1'al .�y'STiP.^.iS For the following Project: :;evr ,�tor���� �aci_; ties (Indude detailed description of Projec[ location and scopeJ ���.iiidin alterations and.�=.driiti�� to iz:cilit�es lcca�au at• oCj ;,'itZei _iv�. �l��j �12G105BV �_T.9.11 6J� :+1t321 r.V2, The Owner and the Architect agree as set fort.h below. Copyright "191], 1926, 994D, 995�, 9953, t958.'1961,'1963,'1966,'196I. �WO, t9T4, � 99]] by The Ameri<an InsGWte ol Archlteas, 1i35 IVew York Avenue, N.W., W'�shington, D_C 20006. Reproduc�ion of [he matenal hereln or subslantial quo[ation o� i�s provlsions wilhout permission oi the AIA vlolates �he mpyrigh[ laws of the United SWtes and wlll 6e su6ject lo legal pmsecotinn- AIA �ONMENT B1J1 • OR"NGR-ARCHITKT AGRC.E,4fENT • THINTEENTH EUITION • �GLY �9]] • AIA"� • OO �9]] ThIE .UtERIGN INSTITUTE OF ARCHITECTS, 1735 REN' 1'ORK AVENUE, NSV., AtlASHIVGTON, 0.0 10006 B�i�-�9%% � - 23a - Resolution # 22 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 'I.5 and indude normal structural, mechanical and electrical engineering services and any other services induded in Artide �5 as par[ of Basic Services. 7,� SCHEMATIC DESIGN PHASE 1.7.1 The Architect shall review the program furnished by the Owner to ascertain the requirements of the Project and shail review the understanding of such renuirements 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 3.2.1. 1.13 The Architect shall review with the Owner alterna- tive approaches to design and construction of the Project. 1.1.4 Based on the muWally agreed upon program and Project budget requirements, the Architect shall prepare, for approval by the Owner, Schematic Design Documents consisting of drawings and other documen[s illustrating Ihe scale and relationship of Project mmponen[s. 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 O�mer in the program or Project budget, the Architect shall pre- pare, for aporoval by the Owner, Design Development Documents consisting of drawings and other documents ro fix and describe the size and character of the entire Project as to architectural, structural, mechanical and eleo- trical systems, materials and such other elements as may be appropriate. 12.2 The Architect shail submit to the Owner a further Statemen[ of Probable Construction Cost. 7,3 CONSTRUCTION DONMENT$ PHASE 7.3.� Based on Ihe approved Design Development Doo- uments and any further adjus[ments in the scope or qual- ity oi the Project or in the Project budget authorized by tf�e Owner, the Architect shall prepare, for approcal by the Owner, Construction Documents consisting of Draw- in�s and Specifications setting torth in detail ihe require- ments for the construction of the Project. 1.3.2 The Architect shall assist Ihe Owner in the prepara- tion of the necessary bidding inrormation, bidding forms, the Conditions of the Contract, and the form of Agree- ment between the Owner and the Contractor. 1.3.3 The Arthitect shall advise the O�vner oi any adjust- ments to previous Statements of Probable Construction Cost indicated by changes in requirements or general market conditions. �.3.4 The Architect shail assist the Owner in connection with the Owner's responsibility for filing documents re- quired tor the approval of govemmental authorities hav- ing jurisdiction over [he Project. 1,4 61DDING 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, shail assist the Owner in obtaining bids or negotiated proposals, and assist in awarding and preparing contracts for cor.structicn. 1,5 CONSTRUCTION PHASE—ADMINISTRATION OF THE CONSTHUCTION CONTRACT 1.5.1 The Construction Phase wiil commence with the award of the Contract for Construction and, together with the Architect's obiigation to provide Basic Services under this Agreement, will terminate 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 ihis Agreemen[ and incorporated in the Contract Documents, the Architect shall provide administration of the Contract for Construo- tion as set forth below and in the edition of AIA Docu- ment A201, General Conditions of the Contract for Con- siruction, curren[ as of 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 shail be forv.arded through the Architect. The Archi- tect shall ha�e authority ro act on behalf ot the Owner only to the extent provided in the Contract Documents unless othenvise modified by written insVUment in ac- mrdance with Subparagraph "I.S."16. 1.5.4 The Architect shall visit the site at intervals ap- propriate ,c thz s.age of tonstruction or as o!herwise agreed by the Archi[ect in wriC�ng to become generally familiar with Ihe progress and qualiN of Ihe Work and to determine in general if the Work is proceeding in acmrd- ance with the Contract Documents. However, tne Archi- tect shall not be required to make exhaustive or mn- tinuous on-site inspections to check the quality or quan- tity o� the Work. On the basis of such on-site obseroa- tions as an archirect, the Architect shall keep the Owner iniormed of Ihe progress and quality of the bVork, and shall endeavor to guard the Owner against defects and deficiencies in the Work of the Contractor. 1.5.5 The Architect shall not have mntrol or charge of and shall not be responsible for construction means, methods, techniques, sequences or procedures, or for satety precautions and programs in connection with the W'ork, for the ,cts or omissions of [he Contractor. Sub- AIA DONME4T B1Jl • OICVER�ARCHITEQ AGRE6�16�T • THIRT'E\iH EIJITION • JULY l9]] • AIA�` • OO 99]] 'lIE .1�VERIGAN I�STITUTE OF ANCHITEC.'S. .-v" �EVA' lOS1: :AA'EVUE, �A AV-, AFASHINGTO,Y, D-C. 2000fi - 23b - B741-1977 3 contractors or any other persons performing any of the Work, or for the failure of any of them to carry out the Work in accordance with the Contract Documents. 1.5.6 The Architect shall at all times have access to ihe Work wherever i[ is in preparation or progress. 1.5J The Architect shall determine the amounts owing to the Contractor based on observations at the site and on evalua[ions of the Contractor's Applications for Payment, and shall issue Certificates for Payment in such amounts, as provided in the Contract Documents. 1.5.8 The issuance of a Certificate for Payment shall constitu[e a representation by the Architect to the Owner, based on the Architect's observations at the site as pro- vided in Subparagraph �.5.4 and on the data comprising the Contracror's Application for Payment, that [he Work has progressed to the poin[ indica[ed; that, to the best of the ArchitecPs knowiedge, information and belief, the qual- ity of [hP Work is in acmrdance with the Contract Docu- ments (subject to an evaluation o£ the Work for mn- formance with the Contract Documents upon Substantial Completion, to the results of any subsequen[ tests re- quired by or performed under the Contract Documen[s, to minor deviations from the Contract Documents cor- rectable prior to completion, and to any specific qualifica- tions stated in the Certificate for Payment); and that the ConVactor is entitled to payment in the amount certified. However, the issuance of a Certificate for Payment shall not be a representation tha[ the Architect has made any examination to ascertain how and for what purpose the Contractor has used the moneys paid on account of the Contrad Sum. 1.5.9 The Architect shall be the interpreter of the re- quirements of Ihe Contract Documents and the judge of the performance thereunder by both the Owner and Contracior. The Architect shall render interpretations neo- essary for the proper execution or progress of the Work with reasonable promptness on written request of either the Owner or the Contractor, and shall render written de- cisions, within a reasonable time, on ail daims, disputes and other matters in question between the Owner and the Contractor relating to the execution or progress of the Work or the interpretation of the Contract Documents. 1.5.10 Interpretations and decisions of the Architect shall be consistent with Ihe intent of and reasonably inferable from thc Contract Documents and shall be in written or graphic form. In the capacity of interpreter and judge, the Architect shall endeavor to secure faithtul perform- ance by both the O�vner and the Contractor, shall no( sho�v partiality to either, and shail not be liable for the result of anv interpretation or decision rendered in goo�d faith in such capacity. 1.5.'11 The Architect's decisions in matters relating to ar[ictic effect shall be final if consistent with the intent of the Contraci Documents. Ti�e Archi[ect'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 ConVact Documents. 1.5.12 The Architect shall have authority to reject Work which does not conform to the Contract Documents. Whenever, in the Architect's reasonable opinion, it is 4 B141-1977 Resolution # 22 necessary or advisable for the implementation of the intent of the Contract Documents, the Architect will have author- ity to require speciai inspection or testing of the Work in accordance with the provisions of the Contract Docu- ments, whether or not such Work be [hen fabricated, in- stailed or completed. 1.5.13 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 conformance with the design concept of the Work and with the information given in Ihe Contract Documents. Such action shall be taken with reasonable promptness so as to cause no delay. The Architec['s ap- proval of a specific item shall not indica:e approval of an assembiy 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 Contrac[ Documents, and shall have authority to order minor rhznges in Ihe N/ork rot;nvolving an adjustment in the Contraci Sum or an extension of the Contract Time which are not inconsistent with [he intent of the Contrac[ Documents. 1.5.15 The Architect shall mnduct inspedions 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- men[. 1.5.�6 The extent of the duties, responsibilities and lim- itations of authority of the Architect as the Owner's rep- resentative during mnstruction shall not be modified or extended without written consent of the Owner, the Con- tractor and the Architect. 1,6 PRO�ECT 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 shall 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 Representatives shall be selected, em- ploqed and directed by the Architect, and the Architect shall be compensated therefor as mutually agreed be- Iween Ihe Owner and the Architect as set forth in an ex- hibft appended to this Agreement, which shall describe the duties, responsibilities and limitations of authority of such Project Representatives. 1.63 Through the observations by such Project Repre- sentatives, the Architect shall endeavor to provide further protection for the Owner aoainst defects and deficiencies in the �h'ork, bu[ the furnishing of such project representa- tion shall no[ modify the rights, responsibilities or obliga- tions of the Architect as descrioed in Paragraph 1.5. 7,7 ADDITIONAL SERVICES The following Services are not induded in Basic Services unless so identified in Artide 15. They shall be provided if authorized or confirmed in writing by the Owner, and they shall be paid for by the Owner as provided in this Agreement, in addition ro the compensation tor Basic Services. AIA �ONMENT Blil • OWNER—ARCHITECT AGREEAI[��l' • THIRTEEUTH EDITION •)ULY �9?] • Alq�s . �c �917 THE A�IERIGIN INSTIiUTE OF ARCHITEQS. 1135 NEl1' 1"Q�.F AVEVUE N.AA'., WASIII��GTO.V, DL _^OW6 - 23c - ..r 1J.1 Providing analyses of the Owner's needs, and pro- gramming the requirements of the Project. 1J2 Providing financial feasibiliry or other special studies. 1.7.3 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 no[ intended [o be con- structed during the Construction Phase. 1J.5 Providing services to investigate existing conditions or facilities or to make measured drawings ihereof, or to verifv the accuracy of drawings or other informa[ion 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 construction prior to the completion of the Construciion Documenis Phase, when requested by the Owner. 1JJ 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 sun�eys or inventories of material, equipment and laber. 1J.10 Providing interior design and other similar ser vices required for or in connection with the selection, procurement or installation of fumiture, iurnishings 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 imm�sistent with written approvals or instructions previousiy given, are required by the enactment or revision of codes, laws or re;ulations subsequent to the preparation of such doo- umer.ts or are due ;e o!her causes nor solely wirhin the conCOl of Ihe Architect. �J.13 Preparing Drawings, Specifications and supporting da!a ar.d pro��idino other services in connection with Chanoe Orders to the eztent that the adjustment in the B�sic Compensa[ion resulting from the adjusted Con- structicn Cosi is not mmmensurate with the services re- quired of the Architect, provided such Change Orders are required by causes no[ solely �aithin the con!rol of the Architect. 1J.14 Making investigations, surveys, valuations, im�en- tories or detailed appraisals of existing facilities, and serv- ices required in connection with consVUCtion performed by the Owner. 1J.15 Providing mnsultation concerning replacement of anv \\'ork damaged by fire or other cause during con- Resolution # zz struction, and furnishing services as may be required in connection with [he replacement of such Work. 1J.16 Providing services made necessary by the default of the Contractor, or by major defects or deficiencies in the Work of the Contractor, o� by failure of performance of either the Owner or Contractor under the Contract for Construdion. 1J.17 Preparing a set of reproducible record drawings showing significant changes in the Work made during construction based on marked-up prints, drawings and other data fumished by the Contractor to the Architect. 1J.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 atter issuance to the Owner of the 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. 'iJ.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 eleo- [rical engineering services for the Project. 1J.22 Providing any other services not otherwise in- duded in this Agreement or not customarily furnished in accordance with generally accepted archi[ectural practice. �,g TIME 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 the 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 Project. 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 tHe Projec[ induding a program, which shall set forth the Ow�ner's design objectives, constraints and criteria, induding space requirements and relation- ships, tiexibility and expandability, special equipment and systems 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 mnstruction, and other msts which are the responsibility of the Owner, including 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 ior the Project, and their source. AIA �OCU.�IENT Bli7 • ObVNER-ARCHITEQ AGBCc11EhT • THIRTEENTH EDITION •�L^�Y �9'7 • AIA� • O"19J] THE .AAIERIUN INSTITUTE OF ARCHITECTS, 9735 NEIN YORK AVENUE, N.N'., AATSHLVGTO�A', D.C. ?0006 - 23d - 6141-1977 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 representa[ive shall examine the documents submitted by the Architect and shall render decisions pertaining thereto promptly, to avoid unreasonable delay in the progress of the ArchitecYS services. 2.4 The Owner shall furnish a legal description and a certified land survey of the site, giving, as applicable, grades and lines ot streets, alleys, pavements and adjoin- ing property; rights-of-way, restridions, easements, en- croachments, zoning, deed restrictions, boundaries and mntours of'the site; locations, dimensions and complete data pertaining to existing buildings, other improvements and trees; and full informa[ion concerning available serv- ice and utility lines both public and private, above and below grade, induding invertr and depths. 2.5 The Owner shall furnish the services of soil engi- neers or other consultants when such services are 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 struc[ural, mechanical, chemical and other laboratory tests, inspections and re- ports as required by law or the Contract Documents. 2J The Owner shall furnish all legal, acmunting 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 to ascertain how or for wha[ pur- poses the Contractor uses the moneys paid by or on be- half of the Owner. 2.6 The services, information, surveys and reports re- quired by Paragraphs 2.4 through 2.7 inclusive shall be furnished at the Owner's expense, and the Architect shall be entitled to rely upon the accuracy and completeness [hereof. 2.9 If the Owner observes or otherwise becomes aware of any fault or defect in the Project or nonconformance with the Contract Documents, prompt written notice thereof shall be given by the Owner to the Architect. 2.�0 The Owner shall fumish required information and services and shall render approvals and decisions as ex- ^editiously as necessary for the orderly progress of the Architect's services and of the Work. ARTICLE 3 CONSTRUCTION COST 3,� DEFIhITION 3.1.� The Construction Cost shall be the rotal cost or estimated cost to the Owner of all elements of the Project designed or speciiied by the Architect. 3.1.2 The Construction Cost shall indude at current market rates, induding a reasonable allowance for over- head and profit, the cost of labor and materials furnished by the Owner and any equipment which has been de- 6 B141-1977 Resolution # 22 signed, specified, selected or specially provided for by the A rch i tect. 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 3.2.1 Evaluations oi the Owner's Project budget, 5[a[e- ments of Probabie Construction Cost and Detailed Estimates of Construction Cost, if any, prepared by the Architect, repre�ent the Architect's best judgment as a design professional familiar with the mnstruction indus- try. 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, er over competitive bidding, market or negotiating conditions. Accordingly, the Architect cannot and does not warrant or represent tha[ bids or negotiated prices will noi vary from the Project budge[ proposed, established or approved by the Owner, if any, or from any Statement of Probable ConsVUCtion Cos[ or other cost estimate or evaluation prepared by the Archi- tett. 3.2.2 No fixed limit of Construction Cost shall be estab- lished as a condition of this Agreement by the furnishing, proposal or establishment of a Project budget under Sub- paragraph 1.12 or Paragraph 2.2 or otherwise, unless such fixed limit has been agreed upon in writing and signed by the parties hereto. If such a fixed limit has been estab- lished, the Architect shall be permitted ro indude con- tingencies for design, bidding and price escalation, to de- termine what ma[erials, equipment, component systems and types of construction are to be included in the Con- tract Documenis, to make reasonable adjustments in the scope of the Projed and to include in the Contract Docu- ments alterna[e bids to adjust the Construction Cost to [he fixed IimiL Any such fixed limit shall be increased in the amount of any increase in the Contract Sum ocwrring 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 submits the Construction Documents to the Owner, any Projec[ budget or fixed limit of Construction Cost shall be ad- jusred to mFlect any change in the general level of prices in the construction industry between the date of submis- sion of the Construction Documents to the Owner and the date on whicn proposals are sougnt. 3.2.4 If a Project budget or fixed limit oi Construction Cost (adjusted as provided in Subparagraph 3.23) is ex- ceeded by the lowest bona fide bid or negotiated pro- posal, the Owrer 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 in accordance with Paragraph �0.2, or (4) cooperate in revising the Projec[ scope and quality as required ro reduce the Construction Cost. In the case of (4), provided a fixed limit of Construo- tion Cost has been established as a condition of this Agree- ment, the Architect. without additional charge, shal! mod- ify the Drawings and Speciiica[ions as necessary ro comply AIA DOCl1MEkT 8731 • OWNER-ARCHITECT AGRE6b1ENT • 1HI0.TEEVTH EDITIOIJ • �UL1' "i9-- •:11�Ati •(c, �9-; THE .1MEFIC4A' IiuSTITUTE OF ARCHITEQS, 173i NEb1' IORK AVCKUE, N.bV., !VASHI�'�'GTO,Y, D_C 20i�06 - 23e - with the fixed limit. The providing of such service shall be the limit ot the Architect's responsibility arising from the estabiishment 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 commenced. /_1;i�Ly��! DIRECT PERSONNEL EXPENSE 4.1 Direct Personnel Expense is defined as Ihe 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 contributions and benefits related thereto, such as employment taxes and other statutory employee bene- 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 indude actual expenditures made by the Architect and the Archi- tect's employees and consultants in the interest of the Project tor the expenses listed in the following Sub- paragraphs: S.'I.� Expense of transportation in connection with the Project; living expenses in connection with out-of-town travel; long distance communications, and fees paid for 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 ofiice use of [he Architect and ihe Architec['s consultants. 5.13 Expense of data processing and pho[ographic pro- duction techniques when used in connection with Addi- tional Servites. 5.1.4 If authorized in advance by the Owner, expense of overtime work requiring higher than regular retes. 5.1.5 Expense of renderings, models and mock-ups re- quested by the Owner. 5.1.6 Expense of anv additional insurance coverage or limits, induding proiessional liability insurance, reyuested by the Gwner in excess of Ihat normally carried by the Architect and the ArchitecYs consultants. ARTICLE 6 PAYMENTS TO THE ARCHITECT 6.1 P�1'ti�ENTS ON ACCOUNT OF BASIC SERVICES 6.1.1 An initi�l payment as set for,h in Paragraph �4.� is the minimum payment under this Agmement. 6.1.2 Subsequent payments for Basic Services 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 �4. 6.1.3 If and to the extent that the Contract Time initially e�tablished in the Contract for Construction is exceeded Resolution # 22 or extended through no fault of the Architect, compensa- tion tor any Basic Services required for such extended period of Administration of the Construction Contract shall be computed as set forth in Paragraph 14.4 for Addi- tional Serviws. 6.1.4 When mmpensation is based on a percentage of Construction Cost, and any portions of the Project are deleted or otherwise not constructed, compensation for such portions of the Project shali be payable to the exten[ services are performed on such portions, in accordance with the schedule set forth in Subparagraph "I4.22, based on (1) the lowest bona fide bid or negotiated proposal or, (2) 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 poriions of the Project. 5,2 PAYMENTS ON ACCOUNT Of ADDITIONAL SERVICES 6.2.1 Pavments on accovr.t of the ArchitecYs Additional Services as defined in Paragraph 1J and for Reimbursable Expen<es as deiined in Articie S shall be made monihly upon presentation of the Architect's statement of services rendered or expenses incurred. 6.3 PAYMENTS WITHHELD 6.3.1 No deductions shail 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 tor which the Architect is held legally liable. 6.4 PROJECT SUSPENSION OR TERMINATION 6.4.� If the Project is suspended or abandoned in whole or in part for more than three months, the Architect shall be compensated for all services performed prior to receipt of written notice irom the Owner of such suspension or abandonment, together with Reimbursable Expenses then due and all Termination Expenses as defined in Paragraph 10.4. If the Project is resumed after being suspended for more than three months, the ArchitecYs cempensation shall be equitably adjusted. ARTICLE 7 ARCHITECT'S ACCOUNTING RECORDS 7.1 Records of Reimbursable Expenses and expenses per- taining to Additional Services and services performed on the basis ot a Multiple of Direct Personnel Expense =hall 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 insVUments 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 permitted to retain copies, in- duding reproducible copies, of Drawings and Specifica- tions for information and reference in connection with the Owner's use and occupancy of the ProjecL The Drawings and Specifications shall not be used by the Owner on AIA DOCUAIENT Blil • OA1'��'ER-ABCHIT[CT,AGR[E,�IEVT • THIF7E6YTH EDITION • fl.'LYl9ii • AI.4�a. � t9]7 THE A�b1CFIGIV LA'STITUTE Of- TRCHITECTS. 9:35 NEV1' 1'ORF AVENUE, N.IV_, WASHINGTON, D_C. ?0006 — 23f — 6141-1977 7 � other projects, for additions to this Project, or for comple- tion of this Project by others provided the Architect is not in default under this Agreement, except by agreement in writing and with appropriate compensation to the Archi- tect. 6.2 Submission or distribution to meet official regulatory requirements or for other purposes in connection with the Project is not to be construed as publication in derogation of the Architec['s rights. r:�a��.�: • ARBITRATION 9.1 All daims, disputes and other matters in question between 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 Construo- tion Industry ArbiGation Rules of the American Arbitra- tion Association then obtaining unless the parties mutu- ally agree otherwise. No arbitration, arising out of or re- lating to this Agreement, shali indude, by consolidation, joinder or in any o[her manner, any additional person not a party to this Agreement except by wriiten consent con- taining a specific reference to this Agreement and signed by the Architect, the Owner, and any other person sought ro be joined. Any consent to arbitration involving an ad- ditional person or persons shall no[ constitute consent [o arbitration of any dispute not desoibed therein or with any person not named or described therein. This Agree- ment 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 enforceabie under the prevailing arbitration law. 9.2 Notice of the demand for arbitration shall be tiled in writing with the other party to this Agreemen[ and with the American Arbitration Association. The demand shall be made within a reasonable time after the daim, dispute or other matter in question has arisen. In no event shall the demand for arbitration be made after the date when institution of legal or equitable proceedings based on such daim, dispute or other matter in question would be barred by the applicable statute of limitations. 9.3 The award rendered by the arbitrators shall be final, and judgment may be entered upon it in accordance with applicable law in ar,y court having jurisdiction thereof. ARTICLE 10 TERMINATION OF AGREEMENT 10.1 This Agreement may be terminated by either party upon seven days' written notice should the other parN fail sub;tantially to perform in accordance with its terms through no fault of the party initiating the termination. 10.2 This Agreement may be terminated by the Owner upon at least seven days' written notice to the Architect in the event that the Project is permanenHy abandoned. 10.3 In the event of termination not the fault of the Ar- chitect, the Architect shall be compensated for ail services performed to termination date, together with Reimburs- able Expenses then due and all Termination Expenses as cieiined in Paragraph 10.4. 8 6747-1977 Resolution # 22 10A Termination Expenses indude expenses direcdy at- Iributable to termination for which the Architect is not otherwise 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 termination occurs during the Sche- matic Design Phase; or 2'10 percent if termination occurs during the Design Developmen[ Phase; or .3 5 percentif termination occurs during any subse- quent phase. r_�;i��K��ii MISCELLANEOUS PROVISIONS 11.1 Unless otherwise specified, this Agreement shall be governed by the law of the principal place of business of the Architect. 11.2 Terms in this Agreement shali have the same mean- ing as those in AIA Documen[ A201, General Conditions of the Contract for Construction, current as of the date of [his Agreement. 11.3 As between the parties to this Agreement: as to all acts or failures to act by either party to Ihis Agreemen[, any appiicabie statute of limitations shall commence to run and any alleged cause of action shall be deemed ro have accrued in any and all events not later than the rele- vant Date of Substantial Completion of the Work, and as ro any acts or failures to ad occurring af[er 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 agains[ the contractors, consult- ants, agents and employees of the other for damages cov- ered by any property insurance during construction as set forth in Ihe edition of AI,4 Document A201, General Con- ditions, current as of the date of this Agreement. The Owner and the Architect each shail require appropriate similar waivers from their contrectors, consultants and agents. ARTICLE 12 SUCCESSORS AND ASSICNS 12.1 The Owner and the Architect, respzctively, bind themselves, their partners, successors, assigns ar.d legal representatives [o the other party to this Agreemen[ and to the parmers, successors, assigns and legal representa- tives of wch other party with respect to all covenants of this Agreement. Neither the Ow�ner nor the Architect shall assign, sublet or transfer any interest in this Agreement without the written consent of the other. ARTICLE 13 EXTENT OF AGREEMENT 13.'I This Agreement represents the entire and integrated agreement between the Owner and the Architect and supersedes all prior negotiations, represen[ations or agree- ments, either written or oraL This Agreement may be amended oniy by written instrument signed by both O�roner and Architect. AIA DONMENT BIVI • OAWER�AFCHITH�T AGREP�1E�T • iHIftTF.ENTH EDIilO� • I�'LP l9Tl • AIA� • � 1977 THE AMERIGW IhSTITUTE OF ANCIIITECTS. ,]v NiV� 10RK ,WGNUE, N.W., WASHI�GTON, D.0 20006 — 23g — Resolution # ZZ ARTICLE �4 BASIS OF COMPENSATION The Owner shall compensate the Architect for the Scope of Services provided, in accordance with Artide 6, Payments to the Architect, and the other Terms and Conditions of this Agreement, as follows: 74.7 ANINITIALPAYMENTof IiVe hU:?dY'ed. doua�5 t$ 500 shall be made upon execution of this Agreement and credited to the Owner's account as follows: ?niti_al pzyment will �oe creaited to tne Desi�n llcve�opmer_t Phase 14.2 BASIC COMPENSATION Total r'i:ced � ee oi i�line tnousa.nd ei ght dolla-rs (,;9�OOj 14.2.1 FOR BASIC SERVICES, as described in Paragraphs 1.1 through'I.S, and any other services indudec as part of Basic Services, Basic Compensation shall be computed as follows: nundred in Article 15 (Here insert basis o/ mmpensation, induding lixed amounts, multiples or pe.centages, and identi(y Pbases to which particular meNods ol compensa- tion apply, i{ necessary.) 14.2.2 Where compensation is based on a Stipulated Sum or Percentage of Construction Cost, payments for Basic Services shall be made as provided in Subparagraph 6.12, so that Basic Compensation for each Phase shall equal the following percentages of the rotal Basic Compensation payable: pnclude any additional Phases as appropriateJ Schematic Design Phase: Design Developmen[ Phase: Construction Documents Phase: Bidding or Negotiation Phase: Construction Phase: percent ( "I'l',�00) percent ( "I �°/a) percent ( 4Q%) percent ( "j Q%) percent( ��°io) 14.3 FOR PROIECT REPRESENTATION BEYOND BASIC SERVICES, as described in Paragraph 1.6, Compensation shall he computed separetely in accordance with Subparagraph 1.62. AIA �ONMENT B741 • OAVNER-ARCHITECT AGBEEM6kT • THIKTEENTH EDITIO�`l • IUL1' 14�] • �IA� •@ 9977 � rHe n�.�Eeic,�N wsnrurE oF necr+irEC1s, vss Nc��� roen rve�uue, n�.w., �vnsni�.�cro�u, o_c z000e B14�-1977 _ 23h — Resolution # 22 74.4 COMPENSATION FOR ADDITIONAL SERVICES � 14.4.1 fOR ADDITIONAL SERVICES Of THE ARCHITECT, as described in Paragraph "IJ, and any other services in- cluded in Artide l5 as part of Additional Services, but excluding Additional Services of consultants, Compen- sation shall be computed as follows: (Here insert basis ol compensa[ion, induding ra[es and/or muf[iples ol Direct Personnel Expense lor P�incipals and employeet, and identily Piincipafs and dassily employees, if iequired. Idenlily speci(ic services fo which particular melhods o( compentation apply, i( necessary.) 14.4.2 FOR ADDITIONAL SERVICES OF CONSULTANTS, induding additional structural, mechanical and electrical engineering services and those provided under Subparagraph 1 J21 or identified in Artide 15 as part of Addi- tional Services, a multiple of ! � times the amounts billed to the Architect for such services. fldentily speci(ic types ol ronsultants in A«ide li. il requiredJ �ees Ycr consuita�its inc,_uae�i ir Basic ;;ompensatio�� 14.5 FOR REIMBURSABLE EXPENSES, as described in Article S, and any other items induded in Artide 15 as Reim- bursable Expenses, a multiple of ! ) times the amounts ex- pended by the Architect, the ArchitecYs employees and consultants in the interest of the Project. i1011c 14.6 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 thereof, at the legal rate prevailing at the principal place ot business of the Architect. Jie.e insert any rate ut interest agreed uponJ IVsury Imvs and �equirements under Ihr Federal iruth in Lending Act, similar s;ate and local mnsumer acdit laws �nd oLher regulatims at Ihr O�vner's and ArchitecCs principel places of business, !he loca[ion ol the Piojec[ and elsewhere may akect Ihe validity oi thls provlsfon. Specific legal advice should be obtained with ro�nect to deletion, modification, m other requhementti such as writtrn dlsdosures or waie�erc 1 14J The Owner and the Architect agree in accordance with the Terms and Conditions of this Agreement that 14J.1 IF THE SCOPE of the Project or of the Architect's Services is changed ma[erially, the amounts of compensation shall be equitably adjusted. 14.7.2 IF THE SERVICES covered by this Agreemen[ have not been completed within O months of the date hereof, through no fault of the Architect, the amounts of compensation, rates and multiples set forth herein shall be equitably adjusted. :�i01 _-s�-,p� { C�� 0-� ii AIA DOCUMENT B111 • O��'FER-TRCHIiCQ AGREEME�4T • THIBI EE�"TH ED!TIOV •�LLI l'ti VI1= •�;` �9?' 10 R741-1977 1He n,�ie�;ic,�u i�vslirure oF nRCHir�crs, rss ne�v voa� ��e�uce. ��.�� ��.�s:u�< uv u.c :000e - 23i - Resolution # 22 ARTICLE 15 OTHER CONDITIONS OR $ERVICES r The xrchitect shall �orw2ru one sei, ot rapro�ucaoie oid documents tc the cwr.er for printin� and distriouti�r�. AIA DOCUM6YT BiJI • �l�CAI �-A'nCIIIT[U AC�RC[VLhT • ?HIRTh[NTH EDITIOV • NLl �3.-' • AIA° • ;..�19`] iri� nai�nic-�� i��inri� � ���_in�irc�c �css v«v �oe�: ,�vevue, n��tie, vdasui�uc,ro��, o.c _owe B141-1977 11 - 23j - � This Agreement entered into as of the day and year first written above. ObVNER m Resolution E 22 ARCHITECT � __-i � , �,. '`-,_.�_ ._ , __.:i,_ � :.. �' ^ 0 0_� ��urai ,>y s ��:;:s BY r/� /cce� C ��/� AIA DOCUMCM1T Bl4l • OWNER-ARCHITFCT AGREEME\T • THIRTEENTH EDIiION • JULV 19'] • AIA° • 6i �9'7 �Z 6141-1977 THE .\�\IEBIGI� INSTITUTE Of ARCHRKTS, �i35 .\clb 10RK AYE\UE, N.KC, btlASHINGTO.Y, 0.C. '_0006 — 23k — ..... � .. .. i . A .. _. _..� . �. � ? � 3 � v D 7J _ o, o, o m�, -o m c+ . -5 '1 h � 'S -o �n `� �, n -z �- rr � -s • � .-. o z v, o c� - � ro � o, . < x� N d•• (D N � •• ~ � r G� Z � N F : � n o, o, -s �o � �n l, � � o a �� . w ro v �n .- ' U'1 N � (D C) C"F �. ° (� . n V Rl c+ ... 7 C � Z � r. p� - � � r�i � W (' i � _ � 3 i� 2o N _ �. cF