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Home My WebLink About30576 / 80-24Febn,ary 7, 1980 #24 �'��'i� � • ` N•l.Mil 1.7 • •i: •�� • � C ' •.M 9 INITIATED BY: CITY ADMCNLSTRATIOL�I F7�I`�: , u`:e City of �ch:osh isiterx� t� m3ks ap�7ie:acion for E.D.A. qrant fiu�ds for energy saving program fimds and to that end, the City must submit an energy audit; N�d, 7.'fIEI�EI�RE, BE IT AESOLVID by the Coiamn Cotuicil of the City of Oshkosh �hat the proper City officials are hereby authorized and directc.�d to enter intn the attached agreemes�t with Ya�ro-Kempinc�r, Architects, 1018 West South Park Avenue, Oshkosh, [�I 54901, for an Energy Conservation Projec:t, Pha_se 1 and Phase 2�e±-t<-Lining to lrarious Oshkcsh immicipal bui.ldings . bi�ney for this ptu�ose is hereby appropriat.-d from Account No. 357-999, Lhergy Conservation Prograrr Arc�'�itect Fees. SJE'.iI'iTIsD BY ,.._._. ._,_ ._ __... _ _ ....._ . 1 �� . __ _2p_ � THE AMERICAN INSTITUTE OF ARCHITECTS ILI �c �� G A!A Document B741 Standard Fo�rn of A�r�e�,er�� enre�� O�r�� nd A�'c�i�e�ct 1977 EDITION ,�' r � 7NI5 DOCUMENT HAS fMPORTANT LEGnL CONSEQUENCB; CONSVLTATION WITH AN ATTORNEY IS ENCOURAGED WITH RfSPfCT TO 1T5 CO,NPLETION OR MO�IFICATION - AGREEMENT made as of the Fourth (4th) day of February in the year of Nineteen Hundred and Eighty BETWEEN the Owner: and the Architect THE CITY OF OSHKOSH, i9ISCONSIN YARBRO-KEMPINGER, ARCHITECTS 1018 ti9. South PArk Avenue, P_O.Box 2096 Oshkosh, Wisconsin For the following Project: ' (Intlude detailed desuiption of Projett /ocation and scope.) . ENERGY CONSERVATION, VARIOUS OSHKOSH MUNICIPAL BUILDINGS AS WILL BE DETERMINED, OSHKOSH, WISCONSIPI PHASE 1: Preliminary investigations, Proqram Preparation, completion of E. D. A. Grant forms and budget preparation. PHASE 2; Preparation of Bidding and Contract Documents, Bidding Phase and Construction Administration. The Owner and the Architect agree as set forth belo�v. Copyright 1977� 19?6. 1948. 7951, 1951, t9i8. 7%t, t%3.�19F6. 7967. 77i0. 7971, c oYArc6itects, 7735 New York Avenue, NSV„ W�yM�g�on, �.0 2(q06. Repmd�uCGOn of hr ny!eria� herein' or substantiai quotation of i�s provisioni without permissron of the AIA viotn[es [he mpyndh� 6ws o/ the Uni[ed 5tates and will be subject to legaf prosecvtion. AIA DOCl1MENi H741 . 01VnER�ARCHITER AGREEMENT • Tt!IRiEFNTH EDITIOU - JVIY 19:� • ». THE AMERICAN INSTITUTE OF AFGiIITECTS� V3S NEIV Y03K AyENUE� N.44,� \yqSHI.YGTON�AD.G 197� . . . . 20L'C6 B�a�a4n � . ,� I ��. ,r � �: -' � TERMS AND CONDITIONS OF AGREEMENT BETWEEN OWNER AND ARCHITECT ARTICLE 1 ARCHITECT'S SERVICES AND RESPONSIBILITIES BASIC SERVICES The Architect's Basic Services consist of the five phases described in Paragraphs '1.1 through �.5 aod indude norma{ structurel, mechanical and e{ectricai engineering services and any other services induded in Article "IS as part of Basic Services. y,'1 SCHEMATIC DESIGN PNASE '1.1.� The Architect shall review the program furnished by the Owner ro ascertain the requiremenes of the Project and shall review the understanding of such requirements with the Ow�er. 1.1.2 The Archi[ect shali provide a preliminary evalua- tion of the program and the Projec[ budget requirements, each in terms of the other, subjed to the limitations set forih in Subparagraph 3.2.�. 1.�.3 The Architec[ shall review with the O�vner alterna- tive approaches to design and construction of the Projec[. 7.1.4 Based on tHe mutually agreed upon� program and Projec[ budget requirements, the Architect shall prepare, for approval by the Qwner, Schematic Desig� Documents consisting of drawings and other documents illustrating the scale and relationship of Pro}ed components. 1.'I.S The Architect shall submit to the Owner a S[a[e- ment of Probable Construc[ion Cost based on current area, volume or otfier unit costs. �,Z DFSIGN DEVELOPMEYT PHASE 1.2.1 Based on the approved Schematic Design Docu- ments and any adjustments authorized by the Owner in the program ot Pro}ect budget, the Architect shaN pre- pare, for approval by the Owner, Design Development Documents consisting oS drawings and other documents to fix and describe the size and charac[er of the entire Project as to architectural,structural,mechanicaf and eieo- trical systems, materials and such other elements as may 6e apprap;iate. . 'i.2.2 7he Architect shall submit to the Owner a further Statement of Frobabie Construction Cost. . 7.3 CONSTRUCTION�DOCUMENTSPNASF 7.3.1 6ased on the approved Design Developmen[ Doc- uments and any turther adjustments in the scope or quat- ity of the Project qr in the Project budget authorized by ihe Owner, the Architec[ shaft prepare, for approval by ihe Owner, Construction Documen[s consisting of Draw- iogs and Specifications setting forth in detail the require- ments for the construction of the Project. 13.2 The Architect shall assist the Owner in the prepara- [ion of the necessary bidding information, biciding forms, the Conditions of the Contract, and the form of Agrer ment benveen the Owner and the Contnctor. 1,3.3 The Architect shall advise the Owner of any adjust- ments to previous Statemenis of Probable Constmction Cost indicated by changes in requirements or general market conditions. 1.3.4 The Architeci shall assist the Owner in connec6on wi[h ihe O�vnei s responsibility for filing dowments re- quired for the approval of govemmental authorities hav- ing jurisdiction over [he Project. 1.4 ��DDING OR NfGO71AT1pN PHASE 1.4.1 The Architec[, following the Owners approval of the Construction Documents and oi the latest 5tatement of Probable Construction Cost, shall assist the Owner in obtaining bids or negotiated proposats, and assist in awarding and preparing mntracts for construction. 1,5 CONSTRUCTION PHASE—ADMINISTRATION OF THE CONSTRUCOON CONTRACT 1.5.1 The Construction Phase wil� mmmence wi[h the award of the Contract for Construction and, together with the Architect's obiigation to provide Basic Services under this Agreement, �vif! terminate when final payment to fhe Contractor is due, or in the absence of a final Certificate for Payment or of such due date, sixty days aiter the Date of Substantiai Completion of Ihe Work, whichever occurs first. 1.5.2 Unless othenvise provided in this ilgreemen[ and inmrporated in the Contract Documents, the Architect shall provide administration of the Contrac[ for Construc- tion as set forth belo4v and in the edition of AIA Docu-. men[ A201, Generai Conditions of the Contract tor Con- struction, current as of the da[e of this Agreement 1.5.3 The Architect shall be a representative of lhe Owner during [he Construction Phase, and shall advise and consult with the Owner. I�sGUCtiorrs to the Contraa ror shall be fonvarded Ihrough the Architect. The Archi- tect shall have authority [o ac[ on behalf of the O�mer only to the exten[ provided in the Contrad Documents unless othenvise modiiied by w�itten irtstrument in ar cordance �vith Subparagraph 1.5."16. �•5.4 7he Archiiect shali visit the sifc at intervals ap- propriate ro the stage of constraction or as othertvise agreed by the Architect in �vriting to become generally familiar �vith [he pcogress and quality of the Work and to determine in gerteral if the Work is proceeding in accord- ance tivith the Contract Documents. However, Ihe Archi- tect shall not 6e required to make exhaustive or con- �inuous on-site inspections [o check the qua�ity or quan- tity of Ihe Work. On the basis of such on-site ob;erva- tions as an archi[ect, the Architect shall keep the O�vner informed of ehe progress and quality of the Work, and shall endeavor to guard ifie Owner against defecis and deficiencies in th� Work of ihe Conlracror. 1.S.S The Architect shall not have controi or cfiarge of and shal{ not be responsibfe for construction means, methods, rechniyues, sequences or procedures, or (or safety precautions and program; in. connection with the Work, for tfie acts or omissions of the Contractor, Sub- AIA DONME�T 8741 • O�VRER-ARCIIITECT AGREEMENT • THI?,7EENTH EDIT�ON • �ULY 7`1,7 • AIA'� . cp 7977 TNE AMERICAN INSTITUTE OF ARChI1TECT5� t73i NEW YORK AVENUE, N.W., 1VASH1\GTON, U.C. 2pOp6 _ � .�8149 �977 3 . 1 contraetors or any other persons peAorming any of Ihe Work, or for Ihe failure of any of them to carry out the Work in accordance with the Contract Documente. 1.5.6 The Architect shall at alf times have access to the Work wherever i[ is in preparetion or progress. 15.7 She Architect shafl determine tfie amounts owing to the Contractor based on observations at the site and on eva{uations of the Contrac[or's Applications for Paymeni, 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 constitute 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 Contractor's Application for Paymenf, that the Work has progressed ro the point indicated; Ihat, to the best of the Architect's knowledge, information and belief, the qual- ity of the Work is in accordance with the Contract Docu- ments (subject to an evaluation of the Work for con- iormance with the Contract Dowments upon Subs[antial Completion, to the results of any subsequent tests re- quired by or performed u�der the Contract Documents, [o minor deviations from the Contract Documents cor- rec[able prior to completion, and [o any specific qualifica- tions stated in Ihe Certifica[e for Payment); and that the Con[racror is en[itled to payment in the amount certified. Howover, the issuance of a Cettificate for Payment shall not be a representation that the Architect has made any ezamination to ascertain how and for what purpose the Contractor has used the moneys paid on account of the Contrac[ Sum. 1.5.9 The Architect shall be the interpreter of the re- quirements of the Contract �ocuments and the }udge of the performance thereunder by botb th€ Owner and Contmc[or. 7he Architect shall rendes intespreta[ions neo- essary for the proper execution or progress of the Work with rcasonable promptness on written request ot either the O�aner or ihc Contractor, and shall render written de- cisions, within a reasonahle time, on ap daims, disputes and o[her matters in question beiween the Owner and the Contractor relating to the execution or pcogress of t6e Work or the interpretation of the Con[rac[ Documents. �.5.10 Interpretations and decisions of the Architect shall be consistent with the intent of and reasonabiy inferable from tne Convact Documents and shail be in written or graphic form. In the capaciry of interpre[er and judge� the Archited shall endeavor to secure fai[hful perFvrm- ance by both the Owner and the Contracror, shall not show partiality to either, and shall not be tiabte for the result of any interpretation or decision rendered in good faith in such capacity. '1.5.71 The ArchitecYs decisions in matters rela[ino to artistic effect shall be final if consisten[ with the intent of the Contract 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 arbivation as provided in this Agree- men[ and in the Contract Dowmenis. 1.5J2 The Architect shall have authority to reject Work which does not conEorm to [he Contract Documents. Whenever, in the ArchitecE's reasonabie opinion, it is a s�aia9n � � necessaryor aJvisable ior the implementation of the intent of the Contract Documents, theArchitect will have author- ity to require special inspection or testing pf the Work in accordanm with the provisions of the Contrac[ Docu- ments, whe�her or not such Work be tRen fabricated, in- stalled or completed. 1.5.13 The Architect shall review and approve or take other appropsiate action upon the Contradoi s submittals such as Shop Drawings, Product Data and Samples, bu[ only for mnformance with the design concept of Ihe Work and with the information given in the Contrac[ Documents. Such adioo shall 6e taken with reasonaUle promp[ness so as ro cause no delay, The Architect's ap- proval of a speci(ic i[em shall not indicate approval of an assembly of which the item is a component. �.5.-IA The Architect shatl prepare Change Orders for the Owner's approval and execution in accordance with the Contract Documents, and shall have authority to order minor changes in the Work not involving an adjustment in tne ContraU Sum or an extension of lhe Contract Time which are not inconsistent wit6 the inlen[ of the Contract Documents. 1.5.75 The Architect shall conduct inspections to deter- mine the Dates of Substantial Compietion and final com- pletion, shall receive artd fonvard to the Owner Eor the Owner's revie�v written warranties and related documents required by ihe Contrac[ Documents and assem6led by the Contractor, and shall issue a final Ceriificate for Pay- ment. 1.5J6 The exlent of the duties, responsibilities and lim- itations of auchority of the Architect as tfie Owner's rep- resentative during construction sBall not be modified or extended wi!hou( writtea consent of ihe Owner, the Con- trattor and Ihe Architct[. 1,6 PROJFC7 HEPRESENTATION BEYOND BASIC SERVtCES 1.6,1 If the O�+mer and Architect agree that more ex- tensive repre>entation at the site lhan is described in Para�raph �.i shall 6e provided, the Architect shall pro- vide one or more Project Representa[ives to assis[ ihe Architect i� carrying ou[ such responsibilities at the site. 'I.6.2 Such Project Representatives shall be selected, em- pioyed and uirected by ihe Architect, and the Architect shall be tompensated therefor as mu[ually� agre<� I7e- iween the Oavner and the Architect as set forth in an ex- hibit appended to this Agreement, which shall describe the duties, responsibilities and limita[ions of authocity of such Project Represeniatives. � 1.6.3 Through the observatiorts by� such Project Repre- sentatives, the Architect shall endeavor to provide further protection for ihe Owner against defects and deficiencies in the Work, but the fumishing of such projed representa- tion shafl not modify Ihe rights, responsibilities or obliga- tions of the Architect as described in Paragraph 1.5. 'IJ ADDITIONAL SERVECES 7he tollowing Services are not induded in [tasic Services unless so identiFied in Article 95. They shall be provided ii authprized or confirmed in writing by the Owner, and they shail be paid for by [he Owner as provided in Ihis Agreement, in addition to ihe compensation for Basic Services. � M.1 DOCVM6VT BNl • ONTiER-AR�/OTECT AGREEMENT • THIHIEEtifH EORION •)ULY 197; • qlp� . Q 79�7 THE AMERIUN INSi1TU7E OF /.RCHITECTS, 78> NfW 5'OR% AVENUE, N.W., WpSHINGTON; D.C. 2C(q6 � �,7,� Providing analyses ot the Owner's neecis, ancl pro- gramming the reryuirements of the Project. 1.7,2 Providing linancial teas+bility or other special studies. �J.3 Providing planning surveys, site evaluations, envi- ronmental studies or comparative studies of prospec[ive sites, and preparing special surveys, studies and submis- sions required for approvats of govemmental authorities or others having jurisdiction over the Project. '1,7.4 Providing sewices relative to fuhire facilities, sys- tems and equipment which are �ot intended to be con- structed during the Constcuction Phase. '1.7.5 P�viding services to investigate existing conditions or facilities or to make measured drawings thereof, or to veri(y the accuracy of drawings or other information fur- nished by the Owner. 1J.6 Freparing documents of altema[e, separate or sequential bids or providing extra services in connection with bidding, negotiation or construction prior ta the completion of the ConstruUion Dowments Phase, when requested by the Owner. 'IJJ Providing coordination of Work performed by separate contractors or by the Owner's own forces. 1J.tt Providing services im m�nection with the work of a construction manager or separate consultants retained by the Owner. 'IJ,9 Providing Detaiied Estimates of Construction Cost, analyses of owning and operating costs, or detaited quan- [ity surveys or inventories of materiat, equipment and labor. yJ.70 Providing interior design and other simifar ser- vices required for or in connection with the selection, procurement or installaGon of furniWre, furnishings and related equipment. 1.7.11 Providing services for planning tenant or rental spaces. 'IJJ2 Making revisions in Drawings, Specifications or other documeots when such revisions are inconsistent wi[h written approvals or instructions previously given, are required by the ena-,tmeni or revision uf codes, laws or regula[ions subseyuent to the preparation of such doc- uments or are due to other causes not solely witfiin the control of the Architect. '1.7."13 Prepa�ing Drawings, Specifications and supporiing data and providing other services in connection wiih Change Orders to the extent that the adjustment in the Basic Compensation resulting from t(ie ad'}usted Coo- struction Cost is not commensurate w�ch the services re- quired of the Architect, provided such Change Orden are required by causes not solely within the contro{ of the Architect. 1.7.14 Making investigations, surveys, valuations, inven- tories or detailed apprai>als. of existing facilities, and serv- ices reryuired in connection witfi construction performed by the Owner. �.7.75 Providing consu{tation conceming ieptacement of any Work damaged by fire or other cause during corr �� struction, and (urnishing services as may be required in connection with t6e replacenrent of such Work. 1.7.16 Pruviding services made necessary by the defautt of the Contmctor, or by major defects or deficiencies in the Work ut the Con[rxc[or, or by failure of performance of either the O�vner or Conbactor under the Contract for Construction. 7.7.17 Preparing a set of reproducible record drawings showing signilicant cha�ges in the Work made during construction based on marlced-up prints, drawings and other data fumished by the Contrzctor to the Architect. 1.7.1II Nroviding exiensiveassistartce in the u6lization ot any equipment or system sudtas initial start-up or testing, adjusting and balancing, preparatio� of operation and maintenaocc manua►s, training personnel for operation and maintenance, and conwitation during operation. 1.7."19 Providing sen eces a82r iss�ance to tne Owner oi the final Certifitate for Payment, or in the absence of a final Certificate for Paymera, more ihan sixry days afler the Date of Substantial Comptetion of the Work. 1,7.20 Preparing to serve w serving as an expert witness in connection with any public hearing, arbi[ration pro- ceeding or Iepal proceeding 7J.21 Providing services of cotfsultants for oiher than the normal architecwral, sWCtural, mechanicai and elec- trical engineering se:vices fur the Project. 1.7.22 Providing any other serv�ces not �otherwise in- cluded in this Agreement ornot cnstomarily fumished in accordance with getreratly aecepted architectural practice. �,g TIME 1.8.7 The Architeci shall perform Basic and Additional Services a> expeditiausly as is consis[ent with pro(essional skifl and czre and the ordertyprogress of the Work. Upon request ot lhe Owner, [he Architect shall submit for the Owner'S appro�al a schedu}e for Ihe performance of the ArchitecYs servites �vhich shaN beadjusted as required as the Project proceeds, and shaff include allowances for peri- ods of tirne reyuire�i for theOsmer's review and approval of submissions and for approvals of authorities having jurisdiction over the YrojectThis schedule, when approved by the O•.vner, shalt not, ez�ept for reasona6ie cause, be exceeded by the ArchStect ARTTC[E 2 7FiE OWiVER'S RESPQNS1B111TIES 2.1 The Owner shali provide fuU� information regarding requiremenis (or tFie Projec[ induding a program, which 5hall set forih the OuvneCs design objectives, cpnslraints and criteria, inctuding spaae requi�ements and re{ation- ships, flexibility and expandability, specia! equipment and systems and Site requireme+tls. 2.2 if the Owner provides a budget for the Project it shaN indude mntingencies for bidding, changes in the Work during consiruciion, aad other costs which are the responsibility of the Owner, including those described in this Ariide 2 and in Subparagraph 3."1.2, The Owner shall, at the request of ihe Architect, provide a statement of funds avaitable for the Projed, and their source. , . AIA [IOCUMENt 6117 • OW\ER-ARCNfTECT I.GREEAtENT • TH�RSEENiTlFDITfON • �ULY 1'1T. • NA'� � 9 i9i7 THE AM1fERICAN IVSTRUTE Of ARCHITERS, 7735 NELY YORK AVEAVE, N.\Y., WASHIKGT0.V, D.0 ae�� 814149T1� 5 2.3 The Owner shail designate, when necessary, a rep- resentative authorized to act in the Owner's behalf with respecc to the Projec[. The Owner or such authorized representative shall examine the documents submitted by the Architect and shall render decisions perWining therero promptly, to avoid unreasonable delay in the progress of the Archi[ecYs services. 2.4 The Owner shall furnish a legal description and a certified land survey of the site, giving, as applicable, grades and lines of s[reets, alleys, pavements and adjoin- ing properry; rights-of-way, restrictions, easements, en- croachmenG, zoning, deed restrictions, boundaries and contours of the site; locations, dimensions and complete data pertaining to existing buildings, other improvements and Irees; and full information concerning availa6le serv- ice and utility lines bo[h public and private, above and below grade, induding inverts and depths, 2.5 The Owner shall furnish the services of soil engi- neers or other consultants wfien such services zre deemed necessary by the Architect. Such services sfiail indude test borings, test pits, soil bearing va{ues, percolation tests, air and water pollution tests, ground corrosion and resistiviry tests, induding necessary operations for determioing sub- soil, air and water conditions, with reports and approprr ate professional recommendations. 2.6 The Owner shall fumish structunl, mechanical, chemical and other laboratory tests, inspections and re- ports as required by law or the Contract Dowments. 2.7 The Owner shalt furnish all legal, accounting and in- surance munseling services as may be necessary at any time for the Project, including such auditiag services as tfie Owner may require to ��eri(y the Contractor's Applica- tions for Payment or to ascertain how or for what pur- poses the Contractor uses the moneys paid by or on be- half of the Ownec 2.8 The services, informa[ion, surveys and reports re- quired by Paragraphs 2.4 through 2J indusive shall be furnished at the Owner's expense, and the Architect shall be entitled to refy upon the accuracy and compieteness thereof. 2.9 If the Owner observes or otherwise becomes aware of any fauit or defec[ in the Project or nonconformance with the Contrac[ Documents, prompt written notice thereof shafl be giwn by the Owner to the �rcni[eci. 2.70 7he Owner shalf furnish cequired informat+on and services and shall render a¢provafs and decisions as ex- peditiously as necessary for the orderly progress of the Architect's services and ot the Work. ARTICLE 3 CONSTRUCT[ON COST 3.� DEfiNfSION 3J.� The Construction Cost shail be the total cost or estimated cost to the Owner of all elemen[s of the Projec[ designed or specified by the Architect. 3.1.2 The Construction Cost sha11 indude at � current market rntes, induding a reasonab4e allowance tor ove�- head and profic, the cosl of labor and vna[eria4s 4urnished by the Owner and any equipment which has been de- t /� signed, speci(ied, selected or specially provided for by the Architec[. 3.'t3 Construction Cost does n�t indude [he compen- sation of the Architect and ifie ArchitecYs consuttants, the cost of [he land, rigfits-of-�vay, or other costs �vhich are the responsibility of the Owner as provided in Arti- cIe 2. 3_Z RESPONSIBILITY FOR CONSTRUCTION COST 3.2.1 Evaluations of the Owner's Proiect budget, Sta[e- ments of Probabie Constmction Cost and Detailed Estimates of Construction Cost, if any, prepared by the Archilect, represent the Architect's best judgment as a design profe;sional familiar with �he construction indus- try. It is recognized, however, that neither the Architect nor the Owner has control over ihe cost of labor, mate- rials or eqoipment, over the Contractor's methods oF de- termining bid prices, or over competitive bidding, market or negatialing condi[ions. Acmrdingly, the Architect cannot and does not �varrant 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 aqy Statement of Probabie Construction Cost or other cost estimate or evaluation prepared by the Archi- tect. 3.2.2 No fixed limit o! Construction Cost shall be estab- lished as a condition of this Agreement by the fumishing, proposal o; establishment of a Project budget under Sub- paragraph'1.12 or Paragraph 2.2 or otherwise, unless such fixec{ limit has heen agreed upon in writing and signed by the parties hereto. If such a fixed limit has been estab- lished, the Architect shall be permitted to indude con- tingenciec ior design, hidding and price esca�ation, ro de- termine what materials, equipment, component s}�stems end types of cpnstrudion are to be induded in the Con- tract Documents, to make reasonable adjustments in the scope of the Project and to inctude in the Contract Docu- ments altemate bids to adjust the Construction Cost to the fixed limit Any such fixed limit shall be increased in the amount of any increase in the Contnct Sum occurring after execution o( the Contract for Construction. 3.2.3 If the Biddi�g or Negotiation Phase has not com- menced within three months after ths Arthitect submits the Constructfon Dowmeots to che Ownar, any Project budget or tixed limit of Construction Cost shalf be ad- justed to retlect any cha�ge in the generel level of prices in the consvuction industry hehveen the daie of submis- sion of the Construdion Documents to the Owner and the da[e on which proposals are sought. 3.2.4 If a Project budget or fixed timit of Constructiart Cost (adju>;ed as provided in Subparagraph 3.23) is ex- ceeded by ihe lo��est bona fide bid or negotiafed pro- posa4, the Owner shal{ (1) give written approval of an increase in such fixed limit, (2) authorize rebidding or re- negotiating of the Aroject within a reasonable time, (3J if ihe Project is abandoned, terminate in acmrdance with Paragrapfi 10.2, or (4) cooperate in revising the Projed scope anJ quality as required to reduce the Construction Cost. In the case of (4), provided a fixed limit of Construo- tion Cost hasbeen established as a condition of this Agree- ment, the Architect, w�thout additional charge, shall mod- ify the Drawings and Specifications as necessary ro comply ' , AlA DOCUMENT 61d1 • O\YNfR-ARCNRE6 AGREESIEYT • TH7RTEEtiTH Ep1TION •�UIV t9]7 • �IA'� •(7 t9)7 � 6 B'I�i'I-�97i . THE AMERICAN INSFITUTE OF ARCHITECTS, vli \EW YOftK AVENUE, N.IV„ WASNWGiOyf D.C. AY%�b .�.�+�• —_� �vith the fixed limi[,The providing of such service shall be tFe limit of the Archi[ect's responsibility arising from the establishment of such fixed limit, and having done so, the Architect shall be entided to compensation fy all services performed, in accordance with this Agreement, tvhether or not the Construction Phase is mmmenced, ARTlCLE 4 DIRECT PERSONNEL EXPENSE 4.1 Direct Personnel Expense is defined as tfie direct sal- aries of atl the ArchitecYs personnel engaged on the Proj- ect, and the portion of the cost of their mandatory and cuslomary contributions and 6enefits refated ihereto, such as empioyment taxes and other statutory employee bene- fits, insurance, sick leave, hofidays, vacations, pensions and similar contributions and benefits. AR7ICLE 5 REIMBURSABLE EXPENSES 5.7 Reimbursable Expenses are in addition to the Com- pensation for Basic and Additional Services and include actual expenditures made by the Architect and the Archi- tect's employees and consultants in the interest of the Project for the expenses listed in the folloeving Sub- paragraphs: 5.1.7 Expense of transpor[ation in connection with the Project; livino expenses in connection with out-of-totivn trevet; long distance communications, and fees paid for securing approval of authorities having jurisdiction over the Project. 5.72 Expense of reproduciions, postage and handling of Drawings, Specifications and other documents, exduding reproductions for the office use of the Architect and the ArchitecPS consultanis. S.1.3 fxpense of data processing and photographic pro- duction techniques when used in connection with Addi- tional 5ervices. 5.7.4 If authorized in advance by the Owner, expense of over[ime work requiring higher than regular rates. S."IS Expense of renderings, models and mock-ups re- quested by the Owner. 5.'1.6 £xpense of any additional insurance coverage or limits, inc4udSng professional liability insurance, requested by the Owner in exmss of ihat normalfy carried by the Architect and the Architea's mnsultants. ARTICLE 6 PAYMENTS TO THE ARCk►TECT g,j VAYMFNTS ON ACtOUNT OP BASIC SERVICES 6.'I.1 An initial payment as set for[h in Paragraph 14.1 is the minimum payment under this Agreemen[. 6.'1.2 Subsequen[ payments for Basic Services shall be made monthly and sha{I be in proportion to services per- 4ormed within each Phase of services, on the basis set for[h in Artide 1k. 6J.3 If and ro the extent that the Contract Time initially established in the Con[2ct for Construction is exceeded �: r or extended throu�h oo tault nf the Archi[ect, compensa- tion tor any Basic Services required Soc suth extended period of Administ�ation of the Construction Contcact shall be computed as set forth in paragraph �4A for Addi- [ional Services. 6J.4 When compensation is based�on a percenTage of Construction Cost, and any portions of the Project are deleted or othero�ise not constructed, compensation ior such pore+ons of the Project shal{ be paya6le to ihe exten[ services ace perfarmed on suth portions, in accordance witts the schedule set for[h in Subparagraph �A.2.2, based on (1) the lowest bona fide bid or negotiated proposal or, (2} if no such bid or proposai is received, ihe most recent Statement of Probable Constmction Cost or Detailed Esti- mate of Construciion Cost for such portions of the Froject. 6,2 PAYME,VTS OY ACCOUNTOF ADDiTIONAL SERVICES 62.1 Payme�ts on account ot ihe Archifect's Aelditional Services as defined in Paragraph 1.7 and tar Reimbursable � Expenses as defined '+n Artide 5 shall be made montfily upon presentation of the. Architect's statement of services rendered oc expences incurred. 6.3 pnYME�iTS �NITHNEID 6.3.7 No c'eductions shall be made from the Architect's compensation on accoun[ of penally, liquidated dxmages or o[her sums witfiheld from payments to contracton, or on account of the cost of changes in the Work other than those (or �chich the Architect is held legally liabte, 6.q PROJECf SUSPENSSON ORTERMINAiION 6.4.1 lf th� Project is suspended or abandoned in whole or in part ior more ihan three monlhs, the Archited shall be compen>ated for all services performed prior to receipt of written notice trom the Owner of such suspension or abandonmeni, together with Reim6ursable Expenses then due and all Termination Expenses as defined in Paragraph '10.4, lf the Projec[ is resumeJ after being suspended for more than three mon[hc, the Architect's compensalion shall be eyuitably adjusted. ARTIC[E 7 ARCHI7ECT'S ACCOUNTING RECORDS 7.1 Records of Reimhursa6le Ezpe�ses and expenses per- taining ro Additional Services and services performed on the basis o( a hiultiple of Direct Personnef Expense shall be kept on the basis of generally accepted accounti�g principles and shaii be available to the Owner or the Owners authorized representative at mutually convenient times. ARTIClE 8 OWNERSHIP AND USf OF DOCUMEN7S 8J Drawings and Specifications as instniments of serv- ice are and shall remain the property of the Architec[ whether the Projec[ for which they are made is executed or not The Owner shali be permitted to retain copies, in- duding reproduci6le copies, of Drawings and Specifica- tions for iniormation and reference in conna_ction with the Owner's use and occupancy of the Project. 7he Rra�ving> and Specitications shall not be used by the Owner on AIA nOCU.HENT Btal � OIVNER-ARCHITECT AGREEM6VT • Tt11R7EENTH EOITION • JULY 19T • TIA� .�17977 � iHE A.�hcRICA.4 1`lSTINSE OF ARCH{7ECT5, V35 NE1V YOR% AVENUE, N.W., K:\SHINGTO`:, p.C. 20006 - B�A�'7B%% 7 other projects, tor additions to this Project, or for comple- tion of this Project by others provided ihe Architect is not in default under this Agreement, except by agseement in writing and with appropriate compensation to the Archi- tect. 8.2 Submission or distribution to meet official regulatory requirements or for otfier purposes in connection with the Project is not to be construed as publication in derogation Of the ArchitecYs rights. ARTICLE 9 ARBITRATI ON 9.1 All daims, disputes and other matters in question hetween the parties to this Agreement, arising out of or relatiag to this Agreement or the breach thereof, shal{ be decided 6y arbitration in accordance with ihe Construo- tion Industry Arbitration Rules of the American Arbitra- tio� Association then obtaining unless the oar[ies mutu- ally agree otherwise. No ar6itration, arising out of or re- lating to this Agreement, shall indude, by consolidation, joinder or in any �ther manner, any additional person not a party [o this Agreement except by written consen[ coo- taining a specific �e(erence to this Agreement and signed by the Architect, the Qwner, and any other person sought to be joined, Any consent to arbitration involving an ad- ditional person or persons shall not coostitute consent to arbitration of any dispute not described therein or witfi 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 6y the parties to this Agraement shall 6e spxifically enforceable under the prevaili�g ar6itrttion law. 9.2 Notice of the demand for arbitration shall be filed in writing �vitfi the other party to this Agreement and wi[h the American Arbitration Association, The demand shatl be made within a reasonable time after the ciaim, dispute or other matter in question has arisen. in no event shafl the demand for arbitration be made after the d, te when institution of legal or equitabie proceedings based on such dairo, dispute or other matter in question would be barred by the applicabfe 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 la�v in any court having jurisdicti00 Che�eO!. ARTICLE 10 TERMINATION OF AGREEMENT 10.1 This Agreemenf may be terminated by either party upon seven days' written noiice shoutd the other party fail substancially to perform in accordance with its terms through no fault of ihe party iniiiating the termination. 'I0.2 Shis Agreemeni may be terminated by the Owne� upon at teast seven days' writ[en notice to the Architect in the event that the Project is permanently abandoned. 10.3 In the event of [ermination not the fault of the Ar- chitect, the Architect shall be compensated for all services performed to termination date, together with Reimburs- able Expenses [hen due and all Termination Expenses as defi�ed in Paragraph �0.4, 8 B1A19977 / ' .< 10.4 Termination Ezpenses inrJude expenses directly at- tributabie to terminaiSon for which ihe Architect is not othenvise compensated, ptus an amount computed as a percentage of the toWl t3asic and AddiTional Compensa- tion eamed to the time of termination, as follows: .7 20 pzrcent if [ermination occurs during the Sche- matic Design Phase; or ,2 10 percent if termina[ion octurs d�uring the Design � Development Phase; or ,3 5 percent if terminatiort occurs durin� any subse- ' yuent phase. ARTICIE 11 MISCELLANEOUS PROVISIONS 71.1 Unless othenvise speciCred, this Agreement shaN be govemed by the law of the printipal. place of business of the Architecl, 14:L Terms in this hgreement shall have the same mean- ing as tho;e in AIA Document A201, Generat Conditions of ihe Conlnct tor Constmction, current as of the date of this Agreement. �1.3 As between the parties to ihis Agreement: as to all acts or taifures to ad by either party to this Agreement, any appticabfe statute of limititions shall commence to run and any allegeJ cause of action shall 6e deemed lo have accrued in any and a11 events not later than the rele- vant Date o( Substantial Completion of the Work, and as ro any ads or faifures to act occvrring after the relevant Date of Subsiantia� Comple6on, no! later than the date of issuance of ihe iinal Certificate for Payment. 71.4 The Owner and the Architect waive all tights against each olher and against the co�tractors, consult- ants, agents and employees of the other for damages cow ered by any proper[y iresurarxe during construction as set forth in tfie edition of AIl� Document A201, General Cun- ditions, cu« en[ as of the date of this Agreement. "(he Owner and Ihe Architect each shal( reyuire appropriate similar waivers from iheir contractors, consultants and agents. ARTICLE 12 SUCCESSORS kND ASSICNS 12J ihe Owner and ihe Architect, respectively, bind themseives, their pariners, successors, assigns and Iegal representatives to the other party to ihis Agreemen[ and to the partnersy successors, assigns and legal representa- tives of such other party �vith respect to all covenants of this Agreement. Neither the Owner nor the Architect shall assign, sublet or transfer any in[erest in this Agreement without the wri[[en wnsent of the o�her. ART{CLE 13 EXTEPIT OF AGREEMENT 'i3.1 � This Agreement represenis the entire and integrated agreement beriveen the O�vner and the Architect and supersedes alt prior negotiations, representations or agree- ments, either written or ural, 7his Agreement may be amended on{y by written instrument signed by both Owner and Architect AIA DOCUMENT Ii1Ji • ObYtiER-ARG-II CEQ AGRf:65FNT • THLRSfENTH EDlTIDN • 7lRY 7977 • Alq �• THE AMERIUY INSTIiUPE OF AkCHITEQS, V3i NftV YOK1C AVE.WE, N.\Y.� WASt11NGT0�1� UG � �� aRnc�e ia BASIS OF COMPENSATION The Owner shall compensate the Architec[ for the Scope of Services provided, in accordance wi[h Artide 6, Payments to the Architect, and the other Terms and Conditions of this Agreement, zs follows: '14.1 AN INITIAL PAYMENT of 'i4.2 (none required) dollars ($ sliall be made upon execution of this Agreement and credited to tfie Owner's account as follows: BASIC COMPENSATION 14.2.7 FOR BASfC SERV�CES, as described in Paragraphs'1.1 through 1.5, and any other services included in Article 15 as part of Basic Services, Basic Compensation shatl 6e computed as follows: (Flere insert 6asis ol compensation, incfvding (ixed amounts, multiples a percen(ages, ar�d identily Phases to whid� parlicular metFods o/ rompensa- tion app/y, if neeessary.J PHASE 1: Basic Architectural Services will be an hourly c.harqe. Principals' time will be at the fixed rate oi THIRTY FIVE DOLLARS ($35.00) per hour. For the purpose of this Agreement, Prir�cipals are Robert L. Yarbro and Richard J. Kempinger. Employees' time (other than Principals) at a nultiply of TWO POINT SEVEN FIVE (2.75) txmes the Employees' Direct Personnel Expense as defined in Article 4. Consultants (Structural, Mechanica]�, Electrical) - net hourly basis plus 5% i•ianagement fee. PHAS� 2: See page 12. 74.2.2 Where compensa[ion is based on a Stipulated Sum or Percen[age of Cons[ruc[ion Cost, paymen[s for Rasic Services shall be made as provided in SubparagrapB 6J2, so tfiat Basic Compertsation for each Phase shall equal the following percentages of the to[al Basic Compensation payable: Unc(ude a�y addlnon+l Yfiues �s appiopriarn) ' PHASE 2. . Schematic Design Phase: percent Q 5%) Design Developmen[ Phase: � � percent (20 %) Construction Documents Phase: percent (40 %) Bidding or Negotiation Phase: percent j 5%) Construction Phase: percent (20 %) 743 FOR PROJECT REPRESENTATION 6EYOND BASICSERVICES, as de>cribed in Paragraph 1.6, Compensation shall be computed separately in accordance with Subparagraph'1.6.2. TME AMERICAN gNSTRUOT`E OF�ARCH T RS,C7 79 NEW OftKrAVENUE„�N1.WY,•\YASHINGTON, D.C.6100Cb Bl�i'I-'I9]7 � a �� 14.4 COMPENSATION FOR ADDITIONAL SERVICFS (This appJ.ies i# the Ocvner request additional services beyond those covered b}r this Agreement) '14.4.� FOR ADDITIONAL SERVICES OF THE ARCHITECT, as described in Paragraph 7.7, and any other services in- cluded in Article 15 as pari of Additional Services, but ezduding Additional Services of consuitants, Compen- sation shall be computed as follows: (Flere insert 6asit ol mmpensa[ion, induding iates-and/or mul[ipkt of Direcl Yersonr.>! fxpense for Vcincipals and empfoyees, arul identily Principals and classily employees, il required. Identi/y specific services to w6id� partimlar metfiod> of mmpensatFon apply, if neceszary.) 1. Principals' time at the fixed rate of THIRTY FIVE DOLLARS ($35.00) per hour, For the purpose of this Aqreement, Principals are Robert L_ Yarbro Richard J. Kempinyer 2. Employees' time (other than Principals) at a multiple of TWO POItdT SEVEN FIVE (2.75) times the employees' Direct Personnel Expense as defined in Article 4_ 74.4.2 FOR ADDITIONAL SERVICES OP CONSULTMfTS, induding addiiional strucWral, mechanical and electrical engineering services and those provided under Subparagraph �7.21 or identified in Ar[icle 15 as part of Addi- tional Services, a mul[iple of onE polnt zero flve � 1_ OS ) times the amounts billed to the Architect for such services. lldentily specilic lyp^s of consultants in Arficfe 75, il required.� '14.5 FOR REIMBURSABLE EXPENSES, as described in Article 5, and any other items included in Ar[ide 15 as Reim- bursable Expenses, a multiple of no ctlange ( ) times the amounts ex- pended by the Architect, the Architect's empioyees and mnsultants in the int�est of the Project. �4.6 Payments due the Architect and unpaid under this Agreement shall beat interest from the da[e paymen[ is doe at [he rate entere� below, or in tfie absenae thereof, at the legal rate prevaiGng at the principai piace of business of Ihe Architec[. . (Here insert any rate of interest agreed uponJ (USUry lawt ��d requiremen(s mJer the federaf Tmtfi in lerdi� Act, simifar state znd local consumer aedit Iaws and. other reRulalions at the Owner's and ArthitecCs principal pbces a1 busines>, the locatim d the Piolect rnd elsewhne may zfrect the wfidiry of Ihis p�ovision. Specilic IcgA advice shoufd be o6dined with mspec[ Io deietion, modiHcatiort, v other cequireman[s su[h as w6tten disdmvrts or waivers.l 74J 7he Owner and the Architect agree in accordance with the Terms and Condidorts oE this Agreement that: 14J,7 {F THE SCOPE of the Project or of the ArchitecYs Services is changed materially, tfie amounts of compensation shall be equitably adjusted. 14J.2 IF THE SERVICES covered by this Agreement have not been completed withia twelve 12) months of the date hereof, through no faufE of the Architect, the amounts of compensation, rates and multiples set forth herein shall be equitably ad'�us2ed. AIA DOCUMEVT B74t • OWVER-ARCHITECi AGHEEh1Ef<T • TF@E7EENIN EDITIOV •)L'lY tA77 • AIA? •� 2�.7 �Q B'I4'I-TB%% 7NE' ADIFBICAN WSTIIDIE OF ARCFIITECTS, 773i NEW YO$K AVENUE, N.W., WASMING�ON, D.C. ZCRi _ � �� For PHASE 2, Change Paragraph 5.1.2 to read as follows: 5.1.2 Expense of reproductions of Drawings and Specitications and other pocuments, excluding reproductions for the office use of the Architect and the Architect's Consultants'. Change Paragraph 10.3 by omitting the words •'and all Termination Expenses as defined in Paragraph 10.4". Delete Paragraph 10.4. Article 14.2.1: _Add PHASE 2 insert as follows: PHASE 2: SEVEN PERCENT (7E) of the Construction Costs of the Work under the direction and control of the Architect. Fifty Percent (50$) of PHASE 1 payments will be credited to the Owner under the percentage fee for PHASE 2. This Agreement entered into as of the day and year first written above. OWNER ARCHITECT CITY OF OSHKOSH, WISCONSIN y BY , City Manaqer f'3i ,City Clerk BY ARCHITECTS I hereby certify that the necessary provisions have been made to pay the liability that will accrue under this Agreement. � Approved as to Form iz eta�-ivn ,City Comptroller ttorney for Owner ,1950 AIA DONMENT Btit • ON4{ER.A^nCHITECf AC3'_'cMENT • Ty1ftTEENTH EDITION • fULY 79TT • AIA3 . e 7977 THE AMERICAN I�vSTINTE OF ARCHRERS, ;AS b;:�y ypgK AVEPiUE, N.W., \yASMINGJON, D.0 7JW6 � N � V N �� N h0 � F� � � a� � s, W ao as i O 6p U S-i � N R� Ti •n Rf � i� o�a 1� 1 � O O � S� Ti O A � . i Fi R1 +� cd 7 � D+ Fa ri N O ,� U] W N � 41 •rl O f� � U 1-� y P. v 'C7 � 6 O H 'c1 N .� t� � F. O � •ri U J� O � 0 � rn � ti��x z, S-i ��'. r� � ^\'\ U � \\� � R �.'1 -I� N 1 — r{ CTi U _.�.� . _'_ .. "_ .��