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Home My WebLink About30429 / 79-11Noveitber 1, 1979 # 11 RESOLITPIGf1 ..�. � • � • � ef•�� i� • • . •.� �a. � i•�� : � . . .� is • �. � � • • i� WtIEREAS, the City of Oshkash is desiznus of professional services to acconQli.sh irg�rove�nts to the State Strnet Parking Iot; and WIiEREAS, the City of Oshkcsh has revie�red this project with the finn of YarbnrKempinger, F�rhitQCts; NUW, TI-IERE��RE, BE TT RESOLVED by the G�[rron Cotmcil of. the City of Oshkosh that the proper City officials are hereby authorized and directed to enter into the attached agrE•ement for professional sexvices from Ya�ro- Ke�inger, Architects, at a cust of $5,900.00. Nbney for thi.s purpose is hernby appropriated from Account No. 717-216, Parking Utility-Lot I�rovrzm�ts, c,•:-:,,x-�,�, _ ��Fn zx� - 11 - I� � • A . THE AMERICAN INSTITUTE OF ARCHITECTS � -- .d� 'I t P _ ��,. AIA Document B141 Star��aa�d For� o� ��re�� ar�e�a Ovv�nea� and ��cha�� 1977 EDITION 7HIS DOCUMENT HAS IMPORTANT IEGAL CONSEQUENCES; CONSULTATlON WITH AN ATTORNEY IS ENCOURAGED WITH RESPfCT TO I75 COMPLETION OR MODIFIC�710N AGREEMENT ' made as of the Eighteenth day of october in the year of Nineteen Hundred and Seventy Nine BETWEEN the Owner: The City of Oshkosh, Wisconsin A Municipal Corporation and the Architect: yarbro-Kempinger, Architects Oshkosh, Wisconsin For the fo{lowing Project: (Inclutle de[ailed desuiption of Project location and smpeJ State Street Parking Lot Improvements State and Waugop Oshkosh, iaisconsin The Owner and the Architect agree as set forth below. Copy:igh[ tYi7, 1926, 1938, 7951,'19i3, t9.�6, 7961, l'M3, 7966, t767, "1970, 19I3, aO 77i] 6y The American Instilute o( ArcF.i[e<(s, 1:3i New York Avenue, N1V., \VashinE;lon, D.C. 10006. Fryroduction u( �he rwterial herein or - su6atan:ial quotation of its provisinns without permission of tRe AL\ viutates d�e ��pyrighl taws o{ the United Sta!es znd will be subjea to Icgal prosecution. AIA �ONAtENT BI-01 • O�t'[_R-ARCHI IER TGREC,4lEN7 • TH�RTtfKTM EUt[lON • JULY 19J7 • AIA�+" • p'1977 7HE ANERIU� INSTITVTE OF AFCHREQS, V35 NF.1V YOftK ANENUE, N.W., \VASHINGTON, 0.G Y0006 B�4'I-7B�i � � � TERMS AND COt:E�ITIONS OF AGREEMENT BETWEEN OWNER AND ARCHITECT ARTICLE 7 ARCHITECT'S SERVtCES AND RESPONS{BILITIES BASIC SERViCES The Architect's Basic Services consist of the five phases described in Parzgraphs 1.1 thro�gh 1.5 and include normal structural, mechanical and electrical engineering senices and any other services induded in Artide l5 as part of Basic Services. �,y SCNEMATIC DESIGN PHASE 1.7.1 The Architect shall review the program furnished by the Owner [o ascertain the requirements of the Proiect and shall review the understanding of such requirements with the Owner. 'I.t.2 The ArchitecG shait provide a preliminary evalua- tion of the program x�d the Pro}ect budget reyuiremencs, each in terms of the other, subject to tfie limitations set forth in Su6paragraph 3.2.1. 1J.3 The ArchiteQ shafl review with the Owner altema- tive approaches to design and con>truc[ion of the Projec[. 7.�.4 Based on the mu:ually agreed upon program and Project budget requirements, the Architect shall prepare, for approval by the Owner, Schematic Design Documents consisting of dra�vings and other documents illustratin� the scale and relationship of Project componen[s. �.�.5 The Architect shalf submit to the Owner a State- ment of Probable Construction Cost based on wrrent area, volume or other unit costs. �,z DESIGN DEVE�OPMFNT PNASE 1.2J Based on [he approved Schematic Design Docu- men[s and any adjustments authorized by the O�vner in the program or Project budget, the Architect shall pre- pare, for approval by the Owner, Design Development Documents consisting of drawings and other documents to fix and describe the size and char.cter of the entire Project as to architectural, structural, mechanical and eleo- trical systems, materials and such other elements as may be appropria[e. 1.2.2 The Archieect shall submit to the Owner a further Statement of Probable Cons[ruction Cost. 7,3 CONSTRUCTION DOCUMENTS PHASE 1.3.1 Based on the approved Design Development Doo- uments and any fur.ne; adyustments In tlie scope or qual- ity of the Pro}ect or in the Pro}ect budUet . uthorized by the Owner, the Architect shall prepare, for approval by the Owner, Const;uction Documents consisting of Dra��- ings and Specifications sett+�g forth in detail the require- ments for the con;truction of the Projed. 7.3.2 The Architect >hall assist the p��ner in the prepara- tion of the necessary bidding information, Uiddin� form:, lhe Conditions of the Contract, . nd the form of Agree- ment behveen the 0�.+'r2r and the Contractor. �.33 The Architect shall advi;e the Ox-ner of any adjust- men[> to previous Statements of Nrobable Construction Cost indicated by changes in requirements or general mar}:ei condltions. 1.3.4 The Architect shall assis[ the Owner i� connection with the O�vner's responsibiliry for filing documents re- quired for the approval of governmentaf authorities hav- ing jurisdiction over the Project. �,q BIDDitJG OR NEGOTIATION PHASE 1.4.1 The Architect, following the Owner's approval of the Construction Documents and of tfie fates[ Statement of Probable Construction Cost, shall assist the Owner in obtaining bids or negotiated proposals, and assist in awarding and preparing eontraets for eonstruction. �,5 CONSTRUCTiON PHASE--ApM1NI5TRATION OF THE CONSTRUCf10N CON7RACT 1.5.� The Construction Phase will commence with the award of the Contract for Construction and, together with the Architect's obligation to provide Basic Services undec this Agreement, will terminate when Gnal payment to the Contrzctor is due, or in the absence of a final Certificate for Paqment or of such due date, sixty days after the Date of Sub>tantial Completion of the Work, whichever occurs first. "1.5.2 Unless other�vise provided in this Agreement and incorpora[ed in the Contract Documents, the Architect shall provide administration of the Contract for Construo- tion a> se[ forth below and in the edition of AfA Docu- ment A201, General Conditions of the Contract for Con- struction, current as of the date of this Agreement. 1.5.3 The Archited shall be a representative of the Owner during the Construction Phase, and shall advise and consult �vith ihe Owner, tnsVUCtions to the Contrao- tor shall be forwarded through ihe Architect, Tl�e Archi- tect shail have authority [o act on behalf of the Owner oniy to the extent provided in the Contrac[ Documents untess otherwise modified by written instrument in ac- cordance �vith SuUparagraph 1.5.1G. �.SA The Architect shall visi[ the site a[ intervals ap- propria[2 to the staae of construc[ion or as othenvise agreed by the Architec[ in writing to become �enerally familiar with the progress and quality of the Wqrk and to determine in general if the \Nork is proceedin� in accord- ance �cith the Contract Documents. However, the Archi- tect shzll not be required to make exhaustive or con- tinupus on-site inspections to check the quality or quan- tity o' the Work. On the basis of such omsite observa- tions as an architect, the Architect shall keep the Owner informzd of the progress and quality of the Work, and shall endeavor to guard the Owner against detects and deiiciencies in the 11'ork of the Contractor, 7.5.5 The Architect shall not have control or charge of and shall not be responsible for construction means, method>, 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 DOCW�IENT WI7 • Ol:CE6-ARCtIRECT �GREEAIENT • THIRTEENTH EDITION • jUll �9:7 • AIA� • p"19i7 � 7HE A��IERICAn I�StITViE OF ARCHITECTS, 773i NE\V YORK �CE\UE, N.W., \1'ASHI�GTON, D.C. 7uC05 Bt41-7977 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 ail times have access to the Work �vherever it is in preparation or prooress. 1.SJ The Architect shall determine the amounts owing to the Contracror based on observations at the site and on evaluations 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 sha14 constitute a representation by the Architect ro the Owner, based on the Architect's observations at the si[e as pro- vided in Subparagraph 1.5.4 and on the data comprising the Contractor's Application for Payment, that the N�'ork has progressed to the point indicated; that, to the best of the Archi tect's knowledge, information and belief, the qual- ity of thc� Work is in accordance with the Con[ract Docu- ments (subject to an evaluatio� of the Work for con- formance with Ihe Contract Documents upon Substantial Completion, ro the resolts of any su6sequent tests re- quired by or performed under the ConVad Documents, to minor deviations from tFe Con[rad Uocuments cor- rectable prior to completion, and to any specific qualifica- tions stated in the Certiricate for Payment); and that the Contractor is entided ro payment in the . mount certified. However, the issuance of a Certificate for Payment shall not be a representation that the Architect has made any examination to escer[ain how and for what purpose the Contracror has used the moneys paid on acmunt of the Contract Sum. 1.5.9 The Architect shalf be the iMerpreter of the re- quirements of the Con[rac[ DocumeMS . nd the jud�e of the performance theceunder by both the Owner and Contrac[or. The Architect sha1V render interpretations neo- essary for the proper esecution or progress of the Work with reason261e promptness on �vritten request of either the Owner or the Contractor, and shall render written de- eisions, within a reasonable time, on ali claims, disputes and other matters in question between the Owner and the Contractor re{ating t� the execution or progress of the Work or the interpretation of the Contract Documents. 1.5.�0 Interpretations and decisions of the Architect shall be consistent with the intent of and reasonably inferable from the ConVact Documents and shall be in written or graphic form. In [he capacity of in[erpreter and judge, the Architect shall endeavor to secure faithful perform- ance by both the O�vner and the Contractor, shall not show partiality to either, and shall not be liable for the result o( any interpretation or decision rendered in goud faith in such wpacity. 1.5.71 The Architect's decisions in matters relating to artistic effect shall be finzl if consistent �rith tfie intent of the Contract Documents. The ArchitecCs decisions on any other daim:, dispu[es or other mxtters, including those in question bet�ve2n the Owner , nd the Contractor, shall be subject ro arbitration as provided in this Agree- menf and in the Contract Documents. 1.5."12 The Architect sha11 have authority to rejec[ Work which does not conform to the Contract Documents. Whenever, in the Architect's reasonable opinion, it is - �� . necessary or advisabfe for ihe implementation of the intent of [he Contrac[ Documents, the Architect will have author- ity [o require special inspection or testing of ihe Work in accorJance with the Qrovisions of ihe Conirect Docu- ments, whether or not such Work be then fabricated, in- stalled or mmple[ed. 7.5.73 The Architec[ shafl review and approve or take otfier appropriate action upon the Contiador's submittals sudi as Shop Drawings, Product Daia and Samples, but only for conformance with the design concep[ of the Work and with the information given in the Contract Documen[s. Such action shall Ue taken with reasonable promptness so as to cause no delay. The Architect's ap- proval of a specific item shall not indicate approval of an assembly of whi�h the item is a component. 1.5.14 The Architect shall prepare Change Orders for the Owner's approVal and exewtion in acarrdance 4vith the Contrac[ Documents, and shall have authority to order minor changes in the Work not invofving an adjustment in the Contract $um or an ex[ension o( the Con[ract Time which are not inconsistent with the intent of the Contract Documents. 7.5J5 7he Architect shal4 conduci inspections to deter- mine the Dates �f SubsWntiaS Completion and finaf com- pletion, shall receive and torward to the Owner for the Owner's revie�v written warranties and related documents required by the Contract Documenls and assembfed by Ihe Contractor, and shall issue a fina{ Certificate for Pay- ment. 1.5.16 She extent of the duties, responsibilities and lim- itations of authority o( Ihe Archited as ihe O�vner's rep- resentative during construction shall no! be modified or exiended without written consent o( Ihe Owner, the Con- tractor and ihc Architect. 1,6 PROJECT REPRESENTATION BEYOND 6ASICSERVICES 1.6.1 {f the Owner and Architect agree that more ex- tensive representation at the si[e than is described in Paragraph 1.5 sha{I be provided, the Architect shall pro- vide one or more Projec[ Representatives to assist the Ar�hitect in carryi�g out such responsibilities at the site. 7,6.2 Such Project Representatives shall 6e selected, em- ployed and direcied by the Architect, and the Architect 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 descrihe the duties, responsibilities and limitations of authority of such Project Represen[atives. '1.6.3 Through the o6servations by such Project Repre- sentatives, the Architect shal! endeavor [o provide furiher protection (or the pwrter against defects and deficiencies in the Work, but the furnishing of such project representa- tion shall not modi(y the rights, responsibi�ities or obliga- tions of Ihe Architect as described in P, ragraph "1.5, �,7 ADDI710NAL SERVICES The following Services are not induded in t3asic Services unless so identified in Article 95. 7hey shall be provided if authorized or confirmed in writing by the O�vner, and they shall be paid for by the Owner as provided in this Agreement, i� addition to the compensation for 6asic Services. AIA DOCUMENT 6141 • OIWER-ARCt11TEQ AGAEE�IENT • 7HBTEFn'TH E01710N • JULY 19i7 • AIA� • OO 1977 a B�41-1977 iNE AbtERIGN 1NSTITUTE OF ARCHI�ECTS, V35 NEW 1'OFK AVENUE, N.11'., WASHbVGTON, D.0 20W6 1J.1 Providing analyses of Ihe O�vner's needs, and pro- gramming the reyuireme�ts af the Pro}ect. �J.2 Providing finandal feasibility or other special studies. 7.7.3 Providing planning surveys, <ite evaluations, envi- ronmental studies or comparative studies of prospective sites, and preparing special surveys, stuJies and submis- sions required for approvals of goremmenta! authoritics or others having jurisdic[ion over the Pw}ect. 1J.4 Providing sen�ices relative ro future facilities, sys- tems . nd equipment tvhich are not intended to be con- structed during the Construction Phase. 1.7.5 Providing services to investigate existiag conditions or facilities or to make measured dr.wings thereof, or to verify the accuracy oF drawings or other information fur- nished by the Owner. 7.7.6 Preparing documents of alternate, separate or sequentiai bids or providing extra services in connection with bidding, negotiation or consVucfion prior to the completion of the Construction Documents Phase, when requested by the O�vner. 1JJ Providing coordination of Work performed by separate contrac[ors or by the Owner's own forces. 1.7.8 Providing services in connection with the work o( a mnstruction manager or separate consultants retained by the Owner. • 'IJ,9 Providing Detailed Estimates of Construction Cost, analyses of owning and operating costs, or detai(ed quan- tiq- surveys or inventories of material, equipment and labor. �J,�O Providing interior design and other similar ser- v+ces required for or in connection with the selection, procurement or instaifation of fumiture, fumishings and relaied equipment. �J,1� Providing services for planning tenant or rental spaces. 1JJ2 Making revisions in Drawings, Specifications or other documents �ahen such revisions are inconsistent with written approvals or instructions previously given, are required by the enaciment or revision of codes, laws or regulations subsequenc to the preparation of such doc- uments or are due to oiher causes not solely u-ithin the ecntrol of the Archi:ect. 1JJ3 PrCparing Drawings, Specifications and supporting data and providir.g otFer services in connection �vith Change Orders to the ex[ent that tl�e adjustment in the Basic Compensation resulting from [he adjusted Con- s[ruction Cost is not commensurate �vith the services re- quired of the Architect, provided such Change Orders are required by causes not solely within Ihe control of the A�chitect. 1,7.14 Making inves[ipztions, surveys, valuation>, imen- tories or detaifed appraisals of existino facilities, and serv- ices required in conr,edion with co�slruction performed by the Owner. 7J.1i Providing con,u;tation conceming replacement of any \Vork damaged by fire or other cause during con- struction; and fumishing services as may be reGuired in connection �vith the replacement of such �Nork. 7.7J6 Providing services made necessary by the defaul[ of the Contracror, or by ma}or defects or deficiencies in Ihe Work of [he Contractor, or by failure of performance of either the Owner or Contractor under the Contract for Cons[ruction. t.7,17 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 furnished by the Contractor to the Architect. 7.7.'III Providing extensive assisiance in the utilization of any cyvipment or system such as initial start-up or testing, adjusting and balancing, preparation of operation and maintenance manuals, trainin� personnel for operation and maintenance, and consultation durina operation. 19.19 Providing services after issuance to the Owner ot the final Certificate for Payment, or in ihe absence of a final Certificate for Payment, more than sixty days after the Date of Substantia� Completion of the Work, 1.7.20 Preparing to serve or serving as an exper[ witness in connection with any public bearing, arbitratibn pro- ceeding or legal proceeding. 1J.21 Providing services of consultants for other than the normal architecwral, structural, mechanical and elec- trical engineering services for the Project. 7J.22 Providing any other serviees not otherwise in- cluded in this Agreement or not cuslomariiy furnished in acmrdance �vith generally accepted architectural prectice. 7,g TIME 1.8.� The Architect shall perform Basic and Additional Services as expeditiously as is consistent �rith professional skill and care and the orderly progress of the Work. Upon request of the Owner, the nrchitect shail submit for the Owner's approval a schedu{e for the performance of the ArchitecCs services �vhich shal{ be adjusted as required as the Project proceeds, and shall inc{ude ailowances for peri- ods o( time required for the Owners review and approval of submissions and for approvals af authori[ies having jurisdiction over the Project. This schedule, �vhen approved by the Owner, shall not, except tor reasonable cause, be exceeded by the Architect. ARTICLE 2 THE OWNER'S RESPONSIBIL171ES 2.7 The Owner shall provide ful! inFormation regarding requirements for th'e Projec[ including a program, which shall set forth the Owner's design ob}ectives, constraints and uiteria, induding space requirements and relation- ships, flexibility and expandability, special equipment and system; and 5ite requirements, � 2.2 If the Owner provides a budget for the Projec[ it shall indude contingencies for bidding, changes in the Work during consGuction, and other costs which are the responsibility of the O�vner, incfuding those described in [his Arlide 2 and 'tn Subparagraph 3.1.2. The Owner shall, at the request of ihc Architect, provide a statement of funds avai4abfe for the Project, and their saurce, A�A DOCUMENT Ulii • O'.��E2-ARCHITECT TGFCEMENT • TH�FiEE\'(H EUITIO\ � jULY 15ii • AIA� . Q�9;7 � iH[ AiSEAIUN INSTRUTF Oi ARCHITECTS, p35 NEW VD"nK AVEWE, k.N'., WASHI\GiON, D.0 2W06 B1A1-0477 �✓ 2.3 The Owner shali 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 submit[ed 6y the Architect and shalt render decisions pertaining there[o promptfy, to avoid unreasonable delay in the progress of ihe Architect's 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 stree[s, alleys, pavements and adjoin- ing properry; rights-of-rvay, res[rictions, easements, en- croachments, zoning, deed resVictions, boundaries and contours of the site; locations, dimensions and complete data pertaining to existing buildings, o[her improvements and trees; and full information concerning available serv- ice and utiliry lines both public and private, above and below grade, including inverts and depths, 2,5 The Owner shal! furnish the services of soil engi- neers or other wnsultanis �vhen wch services are deemed necessary by the Archifect. Such services shall indude test boring>, 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 mndicions, with reports and appropri- ate professiona4 recommendafions. 2b The Owner shall furnish structural, mechanical, chemical and other laboratory tests, inspections and re- ports as required by law or the Contract Documen.ts. 2,7 The Owner shall fumish all legal, acmuniing and in- surance counseling services as may be necessary at any time for the Projec[, induding such auditing services as the Owner may require to verify the Contractor's Applica- tions for Payment or to ascer[ain hotiv or for wha[ pur- poses the Contrador uses the moneys paid by or on be- half of the Owner. 2.6 The services, information, surveys and repor[s re- quired by Paragraphs 2.4 through 2.T indusive shall be furnished at the Owner's expense, and the Architect sha11 be entitled to rely upon the atcuracy 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 Documents, prompt written notice thereof shall be given by tfie 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 orderiy progress of the Architect's services and of the Work. ARTICIE 3 CONSTRUCTION COST 3,j DEfINITION 3JJ The Construction Cost shall be the total cost or estimated cost [o the O�vrer of all elements of the Project desi�ned or specified by the Architect. 3.7.2 The Cons[ruction Co�t shall indude at currenC market rates, induding a reasonable aftowance for over- head ancl pro(it, the co>t of labor anc! materials fumisfied hy the Owner ,nd any equipment ��hich has been de- � ��t signed, speci(ied, selected or specially provided fo� by the Architect. 3.1.3 Construction Cost does not include the compen- sation of the Architecc and the nrchitecCs consultants, the cost of Ihe land, rights-of-way, or other costs which are the responsibility of fhe Owner as provided in Arti- cle 2. 3.2 RESPONSIBILI7Y FOR CONSTI2UCTION COST 3.2.1 Evaluation5 of the Owner`s Project budget, State- ment5 of Probable Construction Cost and Detailed Estimates of Construdion Cost, if any, prepared by the Architeet, represent the Architect's best judgment as a design professional famiiiar with lhe construction 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 Conlractor`s methods of de- tecmining bid prices, or over competitive Uidding, market or negotiating conditions, Accordingty, the Architect cannot and does not warrant or represent that bids or negotiated prices wiil not vary from the Projed buJget proposed, estabiished or approved by the Owner, if any, or trom any Statement of Probabie Consvuction Cos[ or other cost estimate or evafuatiort prepared by the Archi- tect. 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 Projec[ budget under Sub- paragraph 1.1.2 or Paragraph 22 or othenvise, unless such fixed �imit has been agreed upon in writing and signed by the parties herefo. If such a fiaed limit has been estab- lished, the Architect shall be permilted to include con- tingencies for design, biddin� and price escalation, to de- termine wha[ materials, eyuipment, compooent systems and types ot mnstruction are to be included in the Con- tract Documents, to makc reasonable adjustments in the scope o( the Projec[ and [o include in ihe Contract Docu- ments alternate bids to adjust the Construction Cost to the fixed limit. Any such fixed limit shall be increased in the amount of any increase in Ihe Contrac[ Sum occurring after execution of the Contract (or Construction. 3.2.3 If che Bidding or Negotiation I'hase has not com- menced v✓ithin three monchs after the l�rchiteet submits the Constmction Documents to the Owner, any Project budgei or fixed limit of Construction Cost shalf be ad- jus[ed to reflect any change in the general {evef ot prices in the construc[ion industry 6etween the date oE submis- sion af Ihe Construction Documents io the Owner and the date on which proposals are sought. 3.2.M1 If a Projec[ bud�et or fixed limi[ of Construction Cost (adjusted as provided in Subparagraph 3.23} is ex- ceeded by the lowest bona fide bid or negotiated pro- posal, the Owner sha11 (7) give written approval of an increase in such fixed limit, (2) authorizc rebidding or re- negotiating of the Project within a reasonable time, (3) if the Project is abandoned, terminate in accordance with Paragrapfi 10.2, or (4j cooperate in revising the Project scope and quality as required to reduce the Construction Cost. In the case of (4), provided a fixed limlt of Cons[ruc- tion Cost has been estaUlished as a condition of this Agree- ment, the ilrc6itect, �vithout additional charge, shall mod- ify the Drawings and Speci(ications as necessary to comply A�A OONMEhT Bt31 • O\VNER-ARCHITEQ AGREEM1IENT • i1116TEEMH EDITION ' JULY t777 • NA'A • O'1917 6 6141-1977 THE A.�IERICAN INSTITUTE OF ARCNITEQS, V35 �E1V YORK AVENUE, N.�V., 1VTSHINGTO.�`, D.0 2000b with the (ixed timiL The providing oE such service shall be the I+mit of the Architect's responsibility arising from the establishment of wch fixed limit, and having done so, the Archited shail be entiNed to compensation for atl scrvices performed, +n accordance with this Agreement, whe[her or nat the Construction Phase is commenced. AR7ICLE 4 pIRECT PERSONNEL EXPENSE AJ Direc[ Personnel Expense is deiined as the direct sal- aries of all the Architect's personnel engaged on the Proj- ect, and the portion of the cost oi their mandatory and eustoman� mntributions and beneiits related thereto, such as employmen[ taxes and other statutory employee bene- fits, insurance, sick leave, holidays, vacations, pensions and similar contributions and beneiits. ARTICLE 5 REfAhBl1RSABLE EXPENSES 5.1 Reimbursable Expenses are in addition to ihe 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 interes[ 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 in connection with out-of-to�m tsavel; long distance communications, and fees paid fo� securing approvzl of authorities hav+ng jurisdidian over the Project. S.'1.2 fxpense of reproductions, postage and handlino o( Drawings, Specifications and ocher documents, exciuding reproductions for the office use ot the Architect and the Architect's consultants. SJ.3 Expense of data processing and photographic pro- duction techniques whert used in connection with Addi- tional Services. 5.1.4 If authorized in advance by the Owner, expense of overtime work rec{uiring higher than regidar rates. SJ.S Eapense of renderings, models and mock-ups re- quested by the O�vner. 5.1.6 Espense of any additional insurance coverage or limits, induding professional liability insurance, requested by the Owner in excess of that normally carried by the Architect and the nrchitect's consultants. ARTICLE 6 PAYMENTS TO TNE ARCHITECT 6.1 PAYM1tENTS ON ACCOUY7 OF BASIC SERVICES 6J.1 An initial payrrent zs set forth in Paragraph 1A.1 is the minimum payment under this Agreement. 6.1.2 Subsequent payments for Basic Services shall be made monthly and shall bz in proportio� ro services per- formed within each Phas_> of services, on the basis set forth in ArGcle �4. 6.1.3 ii and to the extent ihat the Contract Time initially estahlished in the Contract for Construction iz exceeded ^� or exfended throogh no fault ot the Ar�hitect, compensa- tion tor any Basic Services required for such extended period of Administration of t6e Cons[ruction Coniract shal( be computed as set forth in Par. graph 14A for Addi- tional Services. 6J.4 When compensation is based on a percentage of Construction Cost, and any portions o{ ihe Projecl are deleted or othenvise not cons�ruded, compensation tor such portions-of the Project shali be payable to the.exten[ service> are performed on such portions, in acmrdance with ihe schedule set forth in Subparegraph �4.2.2, based on (1) Ihe lo�aes[ bona fide bid or nego[iatcd proposal or, (2) if no suth bid or proposal is received, the most mcen[ Statemen[ ot Probable Construction Cost or Detailed Esti- mate of Construction Cost for such portions of the Project. b,Z PAYMENTS ON ACCOUNT OF ADDITIONAL SERVICES 6.2.1 Payments on account of the ArcfiitecYs Additionai Services as defined in Paragraph 1.7 and for Reimbursabie Expenses as detined in Artic{e 5 shalf be made monthly upon presentacion of the ArchitecYs statement of services rendered or expenses incurred. 6.3 PAYMENTS WI7HHELD 6.3.1 No deductions shall 6e made from the Architect's compensation on accou�t of penalty, liyuida[ed damages or other sums withheld from payments to conVactors, or on account of the ws[ of changes in the Work other than those for which the Architect is held legally liable. 6.4 pROJECT SUSPENSION OR TERMINATION 6.4J 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 from the Owner o( such suspension or abandonmenf, together with Reim6ursable Expenses then due and all Termination Expenses as de(ined in Paragraph 10.4. If the Project is resumed after being suspended for more than three months, the ArchiteU's compensalion shall be equitably adjusted. ARTICLE 7 ARCHITECT'S ACCOUNTING RECORDS 7.i Records of Reimbursabfe Fxpenses and expenses per- taining to Additiona! Services and services performed on Ihe basis oE a �lultiple of Direct Personne{ fxpense shall be kepi on 16e basis of generally accepfed accounting princip(es and shaN be availabie to ihe O�vner or the Owner's authorized representative at mutually convenient times. ARTICLE 8 OWNfRSHIP AND USE OF DOCUMENTS 0.1 Drawings and Specifica[ions as instruments oE serv- ice are and shall remain the properry of the Architect whether the Pro}ect tor �vhich they are made is executed or noL The O�vner shall be permitted to retain copies, in- duding reproducibfe copies, of Drawin�s and Specifica- tionc for intormation and reEereoce in connection with tfie Qwner's use and occupancy oE �he Project. The Dra�vings and Specitications shall nof be used by the O�mer on AIA DOCU.NENT Blit • Ol1'NER-4nCklf(ECT AGRE6�1fNT • TfIIRTEE�TH ED1710N • �ULY'19J7 • Al.i' • O t977 THE AMEf.IUN I\STITUTE 0= ARChIREQS� 1i35 NEW YORK AVE.�Uk, Kl\'.. WASHIKGTO�, D.0 20006 8141-Y977 7 other projects, tor additions to this Project, or for comple- tion of this Project by others provided the Architect is not in default undes this Agreemen(, except by agreement in writing and with appropriate mmpensation ro the Archi- tect. 8.2 Submission or distribution to meet official regulatory requirements or for other purposes in connection tvith the Project is not to be construed as publication in derogation of the Architect's rights. ARTICLE 9 ARBITRATION 9.1 Af( claims, disputes and other matters in question bebveen the parties to this Agreement, arising out of or relating to this Agreement or ihe breach thereof, shall be decided by arbitration in acmrdance with the Cons[ruo- tion industry Arbitration Ru4es of the American Arbitra- tion Association then obtaining unless the parties mutu- aliy agree othenvise. no asbitration, arisir.g out of or re- lating to Ihis Agreement, shall include, by consolidation, joinder or in any other manner, any additional person not a party to this Agreement except by written consen[ con- tainiag a specific reference to this Agreement and signed by the Architect, the Owner, and any o[her person sought [o be joi�ed. Any consznt to arbitration involving an ad- ditional person or persons shall not constitute consent to arbitration of any dispute not desaibed therein or with any person no[ named or described therein. This Agree- ment to arbitrate and any agreement to arbitrate �vith an additional person or persons duly consented m by the parties to this Agreeme�t shafl be specifically enforceable under the prevailing arbitration la�v. 9.2 Notice of ihe demand for arbitntion shall be filed in writing with the other party to this Agreement and with the American Arbi[ration Associa[ion. The demand shall be made within a reasonable time after the daim, dispute or other matter in yuestion has ari<en, in no event shall [he demand for arbitration be made after the date when instimtion of legat or equitabie proceedings based on such claim, dispute or other matter in question would be barred by the appficabie 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 any court having jurisdiction thereof. ARi1CLE 10 TERMINATtON OF AGREEMENT 70.7 This Agreement may be terminated by either party upon seven days' �vritten notice shouid the other party fail substantially to pehorm in accordance �vith its terms through no fault of the party initiating the termina[ion. 10,2 This Agreement may be terminated by the Owner upon at least seven davs' �vritten notice to the Architect in Ihe event that the Project is permanendy abandoned. �0.3 In the even[ of termination not the faul[ of the Ar- chitect, the Architect shalf 6e compensated for all services performed to terminz:ion date, together with Reimburs- able Expenses then due and a(l Termination &penses as defined in Paragraph 10.4. .. � '10.4 Termination Expenses indude expenses directly a- tributzble to termination for which ihe Architect is not otherwise compensated, plus an amount computed as a percentage of the total 6asic and Additional Compensa- tion eamed to the [ime of termination, as follows: .1 20 percent if termination occurs during lhe $che- matic Design Phase; or .2 "IO percent if termination occurs during the 1]esign Developmen[ Phase; or .3 5 percent if termination occurs during any subsr quent phase. ARTICLE 71 MISCELLANEOUS PROVISIONS �1.1 U�less 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 �hose in AIA Document A201, General Conditions of the Contract for Construction, curren[ as of the date of thi5 A�reement. 11.3 As between the parties to this Agreement: as to all acts or failures to act by either party to this Agreement, any applicable statu[e 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 tha� the rele- vant Date of Substantial Complelion of the Work, and as to any acts or failures to act oaurring af[er the relevant Date of Substantial Completion, no� later than the date of issuance of the final Cer[ificate for Payment. 71.4 The Owner and the Architect waive all dghts against each other and against ihe contraclors, consult- an[s, agenis and employees of the other for damages cov- ered by any proper[y insurance during construction as set forth in ,he edition of AIA Documeni A20'1, General Con- ditions, current as of the date of this Agreement. The Owner and the Architec[ each shall require appropriate similar waivers from their contractors, consu{tants and agents. ARTICLE 12 SUCCESSORS AND ASSIGNS 12.1 The Owner and the Architect, respectively, bind themselres, their parmers, successors, assigns and legal representatives to the other party to this Abreement and to the partners, successors, assigns and legal representa- tives of such other party with respect to all covenants of this Agreement. Neid�er the Owner nor the Architect shall assign, sublet pr transfer any interes[ i❑ [his Agreement without the written consent oF the other. ARTICLE 13 EXTENT OF AGREEMENT 13J This Agreement represents Ihe entire and integrated agreement between the O�vner and the Architect and sopersedes ail prior negotiations, representations or agree- ments, either written or oral. This AgreemeM may be amended oniy by written instrument signed by bo[h Owner and ArchitecC AIA OOCUMENT Biit • O�1'KER-ARCHITEQ AGREE�IENT • THIBTEENIH EDITION • JULV 797 • AIA9 . OO �977 S B�4�-"I9]i THE AMERIGAN 1.15TITUTE OF ARCHITEQS, �i;i hEW YOFK AVENUE, N.W., \VASHI\GSON, D.0 I0.i06 ARTiCLE 14 BASIS OF COMPENSATIOIV .f� The Owner shall mmpensate the Architect for the Scope of Services provided, in accordance with Arlicle 6, Paymenls to the Architecc, and the other Terms and Conditions of ifiis Agreement, as follows: 14.1 AN INiTIAL PAYMfNT of (riOne required) dollars (�y shall be made upon execution of this Agreement and credited to the Owner's accounc as to{lows: 14.2 BASIC COMPENSATION 14.2.7 FOR BASIC SERVICES, as described in Paragraphs'i."I through 1.5, and any ot4ier services included in Article 15 as part of Basic Services, Basic Compensation shall be computed as follows: (Hem insert basis of comp=nsation, indoding fiYed amoun[s, multiples o� percenta,4es, and idmfily Phases to which particular methods of compensa- tion apply, i! necessary.) For the preparation of YJorking Dracoings, Specifications, Bidding Documents and assistance in Biddinq and Contract Awards, Compensatiorr shall be a Lump Sum Amount of FIVE THOUSAtdD NINE HUNDRED AND NO/100ths DOLLARS ($5,900.00) 14.2.2 Where compensation is based on a Stipulated Sum or Perce�tage of Construction Cost, payments for Basic Services shall be made as provided in Subparagraph 6J2, so that Basic Compensation for each Phase shalt equal the follo�ving percen[ages of the total Basic Compensation payable: (Include any �dditiona! Phases as appropriateJ Schematic Design Phase: Design De��elopment Phase: Construc[ion Documents Phase: Bidding or Negotiation Phase: �a�nsrffixtta�x>s: percent (20 °fo! percent(z5 %) percent(95 °lo� percent I10 %) p�sccenv,{xx�tXt) 14.3 FpR PROJECT REPRESENTATfON BEYOND BASIC SERV{CES, as described in Paragrapfi 1.G, Compensation shall be computed separately in accordance with Subparaoraph �.62. � AIA DOCUMERT 6141 • O\L'�EB-A2CHITECT AGBEEMFNT • THIITEEKTH EDITIO.V • JULY 793: • AITy •�p t977 � � THE AhSERfCAN INS'fITUTE DF hRCHRECiS, 1:3i NEW VORK AYEnUE, N.\V., WASMIn'GTO�, D.0 ppp06 B�';�-��%% 9 14.4 COMPENSATION �FOR ADDITIONAL SERVICES :�. } 74.4.1 FOR ADDITIONAL SERVICES OF THE ARCHITECT, as described in Paragrzph �7, and any otiier services in- duded in Article 15 as part of Additional Services, but exduding Additional Services of consultants, Compeo- sation shall be computed as follows: (Here inserf 6asis o( compens�Iion, indoding rales and'or mullip'es ol Direcl Persor.oel E+pense lo� Principal.s and employeeq and identify Principnls anJ dassily emplo}ett, i/ required. Iden:ily speci0c services to �shich pa.ncufar me:hodi o/ compensa;ion appfy, il neCessaryJ l. Principals' time at the fixed rate of THTRTY PIVE DOLLARS ($35.00) per hour. For the purpose of this Agreement, Principals are: Robert L. Yaxbro Richard J. Kempinger 2. Employees' time (other than Principals) at a multiple of TWO POINT SEVEN FIVE (2.75) times the Employees' Direct Personnel Expense as defined in Article 4. �4.4.2 FOR ADDITIONAL SERVICES Of CO�SULTANTS, including additional strucwral, mechanical and electrica� engineering sercices and those provided under Subparagraph 1.721 or identified in Artide �S as part of Addi- tional Sen�ice>, a multiple of one point zero fiVe ( 1, OS ) limes �he amounts billed to fhe Architect for such services. (Idenfily speci/ic tipet ol fontolbnn in Arfide 15, il requircdJ 14.5 FOR REIMBURSABIE EXPENSES, as described in Article 5, and any other items included in Articie 15 as Rejm- bursable Expenses, a multiple of ino change) ( ) times the amounts ex- pended by the Architect, the Architect's employees and consu(cants in the interest of the Project. 14.6 Payments due ihe Archi[ect and unpaid under this Agreement sha41 bear interest (rom the date payment is due at the raie entered be{o�v, or in the absente thereof, at the legaf rate prevailing at ihe principal place of business of the Archited. (Heie inser[ any ia:e ol inlerest agreed vponJ (Usury laws anJ �eGoiremenls unde� !hc feJeraf Tuth in Lendmg� Acp simllar sra!e anJ locu! mns�mer « edil fuwc and other regufallons at. the Ownei s and A:d:i:�c('s principal place> ol 6usinrst, f.�%e locntion ol Ihr Prqecl and rL.ewhrir may aFect fhe ralidity o( Ihis provision. $peti/ic (eg.�i advice shoulA he oS:ained with respect m deletion, modificalion, m o[her ieyuireman[s mch as w/iltz.a ditdosures oi waive�s.) 14.7 The O�ti�ner and the Architect agree in acmrdance H�ith the Terms and Conditions of ihis Agreement that: '14.7.1 lF TNE SCOPE oE the Project or of fhe Architect's Services is changed materially, the amounis of compensation shall be equitably adjus[ed. 74.7.2 IF THE SER\'iCES co�ered by this Agreement have not been completed within eighteen �.$) montn; of the date hereof, through no faul[ of the Archirect, the amounts of compensation, rates and multipfec set torth herein shal� 6e equita6ly adjusted. AIA DONMEtiT Blil • OIV�\ER-ARChiiTCQ AGS'_E]fE.�'T • TH�n7EE�TH EDI7lON �• yUtY }g;� . p�n?� .(9'1977 70 B741-�977 . rHe AMERICAN I�'SiITUTE OF ARCHITECTS, 7T35 NEW YORri AVENUF., N.\V., N'ASHINGTOU, D.G 20P�o � AR7ICLE 15 OTHER CONDITIONS OR SERVICES Amend Article 1.5 by adding the follocoing: "Fikien requested by the Owner, Construction Phase and Administration o£ the Construction Cont=ract services will be performed as Additional Services." Amend Article 5 as follows: 5.1.1 Add the £ollowing: 5.1.2 Add the iollowing: "P�on reimbursable expenses are: 1. Local travel expenses" "Reproduction of Dra�oings will be charged at $.12 per square foot. Reproduction o� Specifications will be charged at $.OS per page copy. No charge will be made for postage and handling or for long distance telephone calls." THEDMIE"n,C.i:� BNSTITUTE\O: �A CHI7E TS,C7735MNE\V 1'ORK A\'E VED'n�O`,•WASHI.uGiOX'�D.GO210006 8�4�-�7ii �� .V t, .� � a , I hereby certify that the necessary provisions have been made to pay the liability tnat will accrue under this Contract. By � City Comptroller Approved as to Form By Attorney for Owner Date This Agreement entered into as of the day and year first written above. OWNER CITY OF OSHKOSH, WISCOPISIN BY City Manaqer By City Clerk 12 8t41-1977 ARCHI7ECT 1979 YARBkO-REI•1PING�R, ARCHITECTS AIA DOCUMENT Qlit • O\Vf�ER-ARCFIREQ AGREEh1ENT • THIRTEENTH EDRION • JULY 1777 • AIA"� • Q t977 T��E �11ERIUN WSTITUTE OF ARCHITKTS, V35 NELt' YORK AVENVE, N.l\C, \YASHWGTON, D.C. 30006 � � � .�:, r; �+ �f� �> b . � � � � v• �� SO U as ,�i 5 a� z� > a� o �n �, a� m � � O -F� 1� U N S.' 1� O ri •�i � +� U �� N O �� N O (Y. 4-a � m v � ¢ +� a .� o � � � Q � E U i.' O �ri � O � rn ti rn r � � x z. � °� � � J� Z U _ —`i