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Home My WebLink About30377 / 79-09� Octd�er 4, 1979 # 9 RESOLUPION P[TR�ti�SE: COD]'I'RACP FOR ARCfIITECPLTI�I, I�ND INGIN�'?2ING PEES INITIATED BY: DEPA�MENT OF CONNi1CINITY DEVEUJPi�PP WHEREAS, the Oshkosh Seruors C:=�nter has received m�ney through Winnei�ago Cs�unty, the State of Wisconsin and through the Community Developnent Block Grant to make i�rovetc�nts at the site of the Oshkosh Seniors Center; and WHEREAS, these impmve;rents consist of air conditioning the Activity Rnom of the Seniors Center and expanding lot pzsking; and WHEREAS, the architectural firm of F�inke, Hansche and Last, Inc. has done all preliminary work concerning these i�rovements; NdW, ZSIEREFORE, BE IT RESOLVED by the Co�-n»n Council of the City of Oshkash that the proper City o£ficials are hereby authorized and directed to enter into a coatract with Reinke, Hansche and Last, Inc., of 805 North hlain Street, Oshkash, Wisconsin, for the above firm to perfo?-m all necessaiy architectural and engineering services to acconplish the above irentioned i�rov�rents and to pay all architectural and engineering fees in tne am�unt of $1,500.00. S.rL's�IZ'iTED EY - 9 - � � TI-�E AMEKICAN INST(TUTE OF ARCHITECTS ��` '4 /� ��Y�� AIA �ocument 8147 Standard Form of Agreemeni Between Owner and Architect 1977 EDiiION 7HI5 DOCUMfNT HAS IMPORTANT IEGAL CONSEQUENCES; CONSULTATIONWRH AN ATTORNEYlS ENCOURAGED WlTH RESPECT-TO ITS COA1PLET10�' OR MODIFICATION AGREEMENT made as of the 2sth day of sePte�er in the year of Nineteen Hundred and Seventy-Nine BETWEEN 1he Owner: and the Architect: City of Oshkosh Reinke, Hansche, Last, Inc. For tne foilvwing Project: pnclude deWiled Jescrip�ion ol Proled location and scopeJ Oshkosh Senior Center at.Marian Manor Parking Lot Expansion and interior Air Conditioning The Owner and the Architect agree as set forth be{ow. (r.�,�nt:l� tYl]. 192G.14AH, 19:1.'I'J51. 19:0. IYLI. YA,I, 14,��. l'N,'. lf-G, l9': " 19ff bti Thr. Amencan InS�ltu[P ol A�.hr�+f•.. 1J3: M1ew VorL Avonur�. NN'. A4"ash�ngl,�^. UC. 7�:YYh Brpr„�ur,ie�n Gi th� mafendl herein Or .uL:i.nea' qun�anon rif ih prr 6 wnhum pernns�.�i,n of ihr AU u,.,a. .:he copr.gM: law� oi the United .•.i.... pnd w�ll br subl�'�I lu ieg�d pn,�,cculu�n nin uur uMe.n� xui . � r:r.i v.�.vr �u �6rz n�,�Et �nt ti� . naeu t�.n� t�c i�� . p.n� r�;r .>�.,.�- .<�,=r 6141-0977 1 I�ii N.tlV;rA': I•.'.IilVil r�t AVr.11REfTS, 1;1: NIN' YIJkK nY[tiU[, 1At, 11'nSHI•.(.IJ'. DC 2i�<b . TERMS AND CONDITIONS OF AGREEMENT BET�NE[N O�NNER AND ARCHITECT ARTICLE 1 ARCHITECT'S SERVICES AND RESPONSIBILITIES BASIC SERVICES The ArchitecCs Basic Services consist of the (ive phases described in Paragraphs �.1 through �.5 and include normal structural, mechanical and electrical engineering senices and any other services included in Artide "IS as part of Basic Services. �,� SCHEMATIC DESIGN PHASE 1.11 The Architect shall review the program furnished by the Owner to ascertain the requirements of the Project and shall review the understanding of such requirements with the Owner. 1.1.2 The Archi[ect shall provide a preliminary evalua- tion of the progrem and the Project budget requirements, each in terms of the other, subject to the limitations set forth in Subparagraph 3.2.1. 1.1.3 The Architect shall review with the Owner altema- tive approaches to design and constructiun of the Project. 1.1.4 Based on the mutually agreed upon program and Project budget requiremen[s, the Architect shall prepare, for approval by the Owner, Schematic Design Documents consisting of drawings and other documents illustrating the scale and relationship of Project components. 1.1.5 The Architect shall submit to the Owner a State- ment of Probable Construction Cost based on current area, volume or other unit costs. 7,2 DESIGN DEVELOPMENT PHASE 1.2.1 Based on the approved Schematic Design Dow- ments and any adjustmen[s authorized by the Owner in the program or Project budget, the Architect shall pre- pare, for approva� by the Owner, Design Development Documents consisting of drawings and other documents to fix and describe the size and character of the entire Project as ro architectural, structural, mechanical and elec- trical systems, materials and such other elements as may be appropriate. . 1.2.2 The Architect shall submit ro the Owner a further Statement of Probable Constructioo Cost. 7,3 CONSTRUCTION DOCUMENTS PHASE 1.3.1 l3ased on the approved Design Development Doo- uments and any further adjus[mentc in the smpe or qual- ity of [he Project or in the Project budgei authorized by the O�aner, the Architect >hall prepare, for appro��al by the Owner, Consiruction Documents consisting of Dra�v- ings and Specitication; setting forth in detail the require- ments for the construction of the Project. 1.3.2 The Architect shall assist the Owner in the prepara- tion of the necessary bidding information, bidding forms, the Conditiom of the Contract, and the form of Agree- ment between the Owner and the Contractor. 13.3 The Architect shall ad�•ise the O�t�ner of any adjust- men(s to pre��ious Statements of Probable Construction Cost indicated by changes in reyuirements or genr.ral market conditions. 1.3A The Architeci shall assist the Owner im m�nection with the Owner's responsibility for filing documents re- quired tor the approval of govemmental authorities hav- ing jurisdiction over the Project. 1.4 BIDDING OR NEGOTIATION PHASE 1.4.1 The Architect, following the Owner's approval of the Construction Dowments and of the latest Statement of Probable Construction Cost, shall assist the Owner in obtaining bids or negotiated proposals, and assist in awarding and preparing contracts for construc[ion. �,5 CONSTRUCiION PHASE—ADMINISTRATION OF THE CONSTRUCTION CONTRACT 1.5.1 The Construction Phase will commence with the award of the Contract for Construction and, together with the Architect's obligation 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, v,-hichever occua first. 7.5.2 Unless othen+�ise provided in this Agreement and incorporated in [he Contract Documents, the Architect shall pro��ide administration of the Contrac[ for Construc- tion as set forth below and in the edi[ion of AIA Docu- ment A201, General Conditions of the Contract for Con- struction, current as of the date of this Agreement. 1.53 The Architect shall be a representative of the Owner during the Construction Phase, and shall advise and consult �tiith the Owner. Instructions to the Contrar tor shall be forwarded through the Architect. The Archi- tect shail hare authority ro act on behalf of the Owner only to the estent provided in the Contract Documents unless othenrise modified by written instrument in ao- cordance with Subparagraph'1.5.16. 1.SA The Architect shall visit the site at intervals ap- proprate to the stage of construction or as oihenvise agreed by the Archi[ect in writing to become generally (amiliar with the progress and quality of Ihe Work and to determine in generzl if the 1Nork is proceeding in accord- ance �+�ith the Contract Documents. Ho�vever, the Arthi- tect shall not be required to make exhaustive or com tinuous on-cite inspections to check the quality or quan- tiry of the 1York. On the bzsis oi such on-site obser.a- tions zs an architect, the Architect shall keep [he Owner informed of the progresc and qualitp ef the t1'ork, and shall endeavor to guard ihe Owner against defects and deficiencies in the �\brk of the Contractor. 1.SS The Architect shall not have control or charge of and sF�ll not be responsible for con;truction means, method<, techniquc:, sequences or procedures, or for safety precautions and programs in connection with the 1�'ork, tor the . cts or omissions of the Contractor, Sub- AIA DOCUMENT B1i1 • OA1�FR-AR6!REU AGRF E`.1L�T . THIRTCC�TH EUITIO� • I�LI :' . A�.t% .�-:y,-,- THE AVCRIGAV IASTIIUTC Of ARCHIiECiS, ti35 nE1A' YORI: TPE��'E, [:_AA., AY'ASHI�GTOA, D.C�2i'>JG 6147-1977 3 ( contracrors or any other persons performing any of the Work, or (or Ihe failu�e of any of them to carry out the Work in accordance with the Contract Documents. 1.5.6 The A�chitect shall at all times have access to the Work wherever it is in preparation or progress. 1.SJ The Architect shall determine the amounts owing to the Contractor based on observations at the site and on evaluations of the Contrador's Applications for Payment, and shafi issue Certificates for Payment in such amounts, as provided in the Contrac[ Documents. 1,5.8 The issuance of a Certificate for Payment sfialf cons[itu[e a representation by the Architect to the Owner, based on the Archilect's observations at the site as pro- vided in Subparagraph '1.5.4 and on the da[a comprising the Contractor's Application for Payment, that the Work has progressed to the point indicated; that, to the best of the ArchitecCs knowledge, information and belief, the quaL ity of thc+ Work is in accordance with the Contract Docu- ments (subject to an evaluation of the Work for con- formancc with the Contract Documents upon Substantial Completion, to the results of any su6sequent tests re- quired by or performed under [he Contract Documents, tv minor deviations from the Contract Documents cor- rectable prior to completion, and to any specific qualifica- tions stated in the Ceriificate for PaymenU; and that the Contraclor is entitled to payment in the amount certified. However, the issuance of a Certificate for Payment shall not be a representation that the Architect has made any examination to ascertain how and for what purpose the Contrac�or has used the moneys paid on acmunt of the Contract Sum. 7.5.9 The Architect shall be the interpreter of the re- quiremen�s of the ConVact Documents and the judge of the per(ormance thereunder by both the Owner and Contrector. The Architect shall render interpretations nec- essary for the proper ezecution or progress of the Work with reason.+ble promptness on writ[en mquest of either the O�+mer or the Contractor, and shall render written dc- cisions, within a reasonable time, on all daims, disputes and other m:�ncrs in question between the Owner and the Contrador rclating to the execution or progress of the Work or thc interpretation of the Contract Documents. 1.S.10 Intcrpretations and decisions of the Archited shail be cunsistent �vith the inteni of and reasonab�y inferable from the Con�ract Documen[s and shali be in wiitten or graphic form. !n the capacity of interpreter and judge, the Architcct shall endeavor to secure faithful perform- ance by bnth the Owner and the Contractor, shall not show parG;�li�y to either, and shall not be liable 4or the resull of anp mterp�etation or decision rendered in good (ait}1 in Su(�t C2p�City. 1.5.11 The nrchitecl's decisions in matters relating to artistic e(iect shall be final i( consistenl with the intent of the Cr�nlra<� Documents. The Architect's decisions on any other claims, disputes or other matters, induding those in qur�.�ion between the Owner and the Contractor, shall bc wbjoct to arbitration as provided in this Agrcc- ment and in thc Contract Documents. 1.5.12 ihr Archi�cU shall have authority ro rejcct Work which dn��. not cun(orm to �hc Contract Documc�nts. Whenrlrr, in ihe ArchitecYs rcasonable opinion, it i: necessary or advlsable for the implementation f the inte t of the Contract Uocumen(s, the Architect will have author- ity to �equire special inspection or tes�ing of the Work in accordance ..�ith the provisions of the Contract Docu- ments, w-he�her or not such �h'ork 6e�then fabricated, in- stalled or completed. 1.SJ3 The Architect shall review and approve or take other appropriate action upon ihe Contracror's submitta(s such as Shop Drawings, Product Data and Samples, but only for conformance with the design concept of the �Nork and with the information given in the Con[ract Documents. Such action shall be taken with reasonable promptness so as to cause no delay. The Architect's ap- pro�•al o( a specific item shal( not indicate approval of an assembly of which the item is a component. 7.SJ4 The Architect shall prepare Change Orders for the Owner's approval and ezecution in acmrdance with the Contract Documents, and shall have auihority to order minor changes in the Work not involving an adjustment in the Conlrect Sum or an extension of the Contract Time which are not inconsisteni with the intent of the Contract Documents. 1.5.15 The Architect shall conduct inspect'rorts to deter- mine the D�tes ot Substantial Completion and final com- pletion, shall rece+ve and foru-ard to the Owner for ihe Owner's review written warranties and related documents required by the Contract Documents and assembled by the Comractor, and shall issue a final Certificate for Pay- ment. 7.SJ6 The extent of the duties, responsibilities and lim- itations of au[hority of the Archi[ec[ as the Owner's rep- resentative during construction shall not be modi(ied or eztended wfthout written consent of tfie Owner, tfie Con- traclor and Ine Ardiitect. �,6 PROjECT REPRESENTATION BEYOND BASIC SERVICES 1.6J If tfie O�vner and Architect agree that more ex- tensive representation at the site than is described in Paragraph �S shall be provided, tfie Architect shall pro- vide one or more Project Representatives to assist the Architect in carryins out such responsibilities at the site. 7.6.2 Such Projed Representatives shall be selected, em- ploqed and directed by the Arthitect, and the Architect shall be compensated therefor as mu[ually agreed be- hseen the Owner and Ihe Architect as set forth in an ex- hibit appended to this Agreement, which shall describe the duties, responsibilities and limitations of au[hority of such Project Represen[atives. 1.6.3 Through ihe observations by such Projec[ Repre- sentatives, the Archi[ect shall endeavor ro provide further protection for the Owner against defects and deficiencies m Ihe �Vork, but !hr furnishing of such projec, representa- tion chall not modify the rights, responsibilities or obliga- bons oi the Architect as described in Paragraph "I.S. �,7 ADDITIONAL SERVICES The following Services are not induded in Basic Services unless so identified in Artide �5. They shall be provided if authorized or con(irmed in writing by the O�ener, and they shall be paid for by the Owner as provided in ihis Agreement, in addition to thc compensation for Basic Services. AIA bOCUME':T Ptil •��N �p R-.qRCHI i f C7 AGRI f.tit! �i . iHl^nTECNiH EDITIOS • I�'��' �9J% • qlAm •'<J l9]] 4 6141-7777 ni� nn�tv.icn•- �:suiuit or neuwecis. i:3: �e�� ip�e rcenve, N>v., wnsru�cion', o.e aan� 1JJ Providing analyses of ihe Owner's needs, and pro- gramming the requiremenls of Ihe Project. 1J.2 Providing financial feasibility or olher speciaP studies. 1J.3 Providing planning surveys, site evaluations, envi- ronmental studies or comparative studies of prospective sites, and preparing special surveys, studies and su6mis- sions required for appro��als of govemmental au[horities or others having jurisdiction over the Project. 1J.4 Providing services rela[i��e ro future facilities, sys- tems and equipment which are not intended to be con- structed during the Construction Phase. 1J.5 Providing services to imestigate existing tonditions or (acilities or to make measured drawings thereo(, or ro verify the accuracy of drawings or other information fur- nished by the Owner. 1.7.6 Preparing documents of al[ernate, separate or sequential bids or providing extra services in connection with bidding, negotiation or construction prior ro the completion of the Construction Documents Phase, when requested by the Owner. 1.7J Providing coordination of Work performed by separate contrac[ors or by the Owner's own forces. 1J.8 Providing services in connection wiih the work of a construction manager or separate mnsultants retained by the Owner. 1J.9 Providing Detailed Estimates of Construction Cost, analyses of owning and operating costs, or detailed quan- ti[y surveys or inventories of material, equipmen[ and labur. 1.7.70 Providing interior design and other similar ser- viccs required for or in connection with [he selection, procurement or instal�ation of fuiniture, furnishings and related equipment. 1J.11 Providing services for planning tenant or rental spaces. 1J.12 Making revisions in Drawings, Specifications or other documents when such revisions are inconsistent with �vrilten approvals or instwctions previously given, are required by the enactment or revision of codes, laws or regulations subsequent ro the preparation of wch doo- uments or are due to other causes not solely within the control of thc Archi[ect. 1J.13 Preparing Drawingc, Specifica�ions and supporting dala and providing other services im m�nection �with Change Orders to the extenl �hat the adjustment in the Batiic Compensation resulting from the adjusted Con- strucGon Cost is not commensurate w�ith the services rr quired of the Architect, pro�-ided wch Change Orders are reyuired by causes not solely wi[hin the control of the Architect. 1JJ4 Making irnestigations, wrveys, valuations, inven- toricc or detailed appraisals of existing facilities, and serv- ices reyuired in connection with construction performed by thc O�ti-ner. 1J.15 Pro�-iding consultafion concerning replacemen[ o( any �Vorl� damaged by (irc or �th��r caus�, during con- struction, and furnishing cen-ice> as mar be reyuired in connection �vith the replacement of such \Vork. 7.7.16 Providing services made necessarv by the default of the Contractor, or by major defects or deficienciec in the Work of Ihe Conlractor, or by failure of performance of either ihe O�vner or Contractor under the Contract for Construction. 1J.17 Preparing a set or reproducible record drawings showing signiiicant changes in the Work made during mnstruction bzsed on marked-up print., drawings and oiher data fumished by Ihe Contractor to the Archi[ect. 1J.18 Pro�iding 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, Iraining personnel for operation and maintenance, and conwltation during operation. 1J.19 Providing services after issuance to the Owner of the final Certificate tor Payment, or in the absence of a (inal Certifica[e (or Paymen[, more Ihan sixty days after the Date of Substantial Completion of the 1'Vork. 1.7.20 Preparing to serve or serving as an expert witness in connection with any public hearing arbitration pro- ceeding orlegal proceedirg. 1J.21 Providing services of consultants for other than the normal architectural, structural, mechanical and eleo- trical engineering services for the Projec[. 1J.22 Pro��iding any other services not otherwise in- cluded in this Agreement or not customarily fumished in accordance with generally accepted architectural practice. �,$ TIME 1.8.1 The Architect shall perform Basic and Additional �Services as ezpeditiously as is consistent ��-ith professional skill and care and the orderly progress of the bVork. Upon request oi the Ow�ner, the Architect shall submit for the O��ner's appro��al, a schedule for the performance of the Architect's services which shall be adjusted as required as the Project proceeds, and shall indude allo„ances for peri- ods of time required for the O�. nei s revie�v and approval of submission; and for approvals of authorities ha�-ing jurisdiction o�-er the ProjecL This schedule, ��hen approved by the O��ner, shall not. except for reasonable cause, be exceeded by the Architect. ARTICLE 2 THE OWNER'S RESPONSIBILITIES 2.7 The O�ro�ner shall pro�•ide full in(ormation regarding requiremenic for tke Project induding a p�ooram, v:hich snall se; iorth ihe Owner's design objecti�'rs, cons[raints and aiteria, inrluding cpace requiremenG and re�ation- ships, ilezibilitq and expandabilitq, special equipment and systems and .ite reyuirements. 22 If the O�vner pro�-ides a budget for the Project it sh�ll indude contingencies for bidding, changes in the bi'ork during mnstruction, and other costs �tihich are ihe responcibility ot the O�+ner, induding those described i❑ this Art[de ? and in Subparagraph 3.12. The O�+�ner shall, at the request oi the Architect, proride a stalement of funds availabie for the Project, and their seurce. AUDON.MN.TBlii.OA1',tlk-AK�11�1l.CIA(.RIF�tIAf.I111R7EFVHLD�IIUN.��L1'1�?'.qli::.�,t5]- -..� T�u. nnrceiow insTruii. ui neuur�cn, cr. hi.�� ror.�: nvenv�, n�r., unsr�u�cic�, u.e .ou,� B7414977 5 23 The Owner shall designate, H�hen necessarg�, a rep- resentative auihorized to act in the O�a�ner's behalf �ti�ith resped to the Project. The O��'ner or such authorized �epresentative shall examine the documents submit[ed by ihe Architect and shall render decisions pertaining thereto promptly, to avoid unreasonable delay in the progress o( the Architect's sen-ices. 2.4 The Owner shall furnish a Iegal description and a certiiied land survey of the site, giving, as applicable, grades and lines pf ctreets, alleys, pavements and adjoin- ing property; rights-of-�vay, restrictions, easements, en- croachments, mning, deed restrictions, boundaries and contours of the site; locations, dimensions and completc data pertaining to exis�ing buildings, other improvements and trees; and full information concerning available serv- ice and uiility lines both public and pri�ate, above and belnw grade, including im�erls and depths. 2.5 The Owner shall fumish the services of soil engi- neers or other consultants when such services are deemed necessary by the Architect. Such services shall indude rest borings, tes[ pits, soil bearing values, percolation tesls, air and �+�ater pollution tests, ground corrosion and resisti��ity tests, including necessary operations for determining sub- soil, air and water conditions, with reports and appropri- ate professional recommendations. 2.6 The Owner shall furnish structural, mechanical, chemital and other laboratory tests, inspections and re- ports as required bq law or the Contract Documents. 2J The O�roner shall fumish all legal, accounting and in- surance counseling services as may be necessary at any time for the Project, induding wch audi[ing services as Ihe Owner may require to veri(y the Contractor's Applica- tions for Payment or to ascertain how or for �e�hat pur- poses the Contractor uses the moneys paid by or on be- hal( o( the Owner. 2.8 The services, in(ormatiort, surveys and reports re- quired by Paragraphs 2A through 2.7 indusive shall be fumished at the Owner's expense, and the Architec[ shall be entided ro rely upon the accuraty and completeness �hereof. 2.9 If [he Owner observes-or othenvise becomes a�tare of any fault or defect in the Project or nonconformance with ihe Contract Documents, prompt� w�itten notice Ihere�f shall be given by the Owner to the Architect. 2J0 The Oti�ner shall fumish reyuired information .nd sen�ices and shall render appro��als and decisions as ex- pediGously as necessary for Ihe orderly progress.of Ihe ArchitecCs services and of the �Nork. ARTICLE 3 CONSTRUCTION COST J,7 DEFINITION 3J.7 The Construction Co;t shall be the total cost or est�mated cost to the Owner o( , II elements o( the Project de.iE;ned or speciiied hy the nrchited. :{J.2 Thc ConstruClion Cost sh.11 indudc at current inarket ratcs, induding a reaponablc allo�rance (or rn�er- hr•.id �nd profiL �he cost o( lab��r and m,iteriak turni>hod h� thi� O��ner and any eyuipm�•nt ��hich has been de- � � signed, speciiied, selected or specially provided for by the Architect. 3.13 Construction Cost does not indude the compen- sation of the Architect and the Architect's consultants, the cost of the land, rights-of-��-ay, or other costs which are the responsibility of the O�+�ner as provided in Arti- de 2. 3,2 RESPONSIBILITY FOR CONSTRUCTION COSi 3.2.1 E�aluations ot the O�vner"s Project budget, State- ments of Probable Construction Co>t and Detailed Estimates ot Construction Cost, if any, prepared by the Architect, represent the Architect's best judgment as a design professional familiar with the construction indus- try. It is recognized, however, that neither the Architect nor the O��-ner has control over the cost of labor, mate- rials or equipment, over the Contractor's methods o( de- termining bid prices, or over competitive bidding, market or negotiating conditions. Accordingly, the Architect cannot and does not warrant or represent that bids or negotiated prices will no[ vary from the Project budget proposed, established or appro�ed by the Owner, if any, or irom any Statement of Probable Construction Cost or other cost estimate or evaluation prepared by the Archi- tect. 3.2.2 No fized limit of Construclion Cost shall be estab- lished as a condition of this Agreement by the furnishing, proposal or establishment of a Project budget under Sub- paragraph �.1.2 or Paragraph 22 or othenvise, unless such fized limit has been agreed upon in writing and signed by the parties herero. If wch a(ized limit has been estab- lished, the Architect shall be permitted ro indude com tingencies tor design, bidding and pnce escalatfon, to de- termine what materials, equipment, component systems and types of consiruction are [o be induded in ihe Con- tract Documents, to make reasonable adjustments in ihe scopc of the Project and ro include in the Comract Docu- ments altemate bids to adjust the Construction Cost to the fixed limit. Any such fixed limit shall be increased in the amount ot any increase in the� Contract Sum occurring after execution of the Contract for Construction. 3.2.3 It the Bidding or Negotiation Phase has not com- menced within [hree months after [he Architect submits the Construction Documents to the O�a�ner, any Project budget or fixed limit of Construction Cost shall be ad- justed to reflect any change in Ihe general level of prices in the constructlon industry behveen the date of submis- sion of the Construction Documents to the Owner and the date on which proposais are sought. 3.2.4 If a Projec[ budgef or fixed limit of Construction Coct ;adju�ted as provided in Subpzragraph 3.2.'3'� is ea- ceeded by ihe lo�+est bona fide bid or negotiated pro- posal, Ine Owner shali (tj give written appro�al ot an increase in such fixed limit, (2) authorize rebidding or re- negotiating of the Project within a reasonable time, (3) if the Project ic abandoned, terminate in accordancc with Paragraph 102, or (4) cooperate in revising the Project scope and quality as required to reduce the Construction Cost. In the case of (4�, pro�-ided a fixed limit of Construc- tion Cost has been established ac a conditlon of this Agree- ment, the Architect, �vithout additional cha�ge, shall mod- ify the Dra�cing; and Speci(icationc as necessary to comply AIA UUC�UME'.T Blil . tn��IR-\n011itll TGF!i�tf�.T • l�liniLC�TH EDITIO\ • WLl 19-; . Atr\`-. �:.t9'J 6 6141-1977 n�� nv�eicn� ivtnr�t oi neoiutci...r+; ��c so�:� m�enue, n��c., ��ng��i�cio�u. n.C. 1o�c with the fixed IimiL Thc providing of such service shall be Ihe limit of the Architect's responsibility a�ising from [he establishment of such fiaed limit, and ha��ing done so, th� Architect shall be entided to compensation for all sen�ices performed, in accordance H�ith this Agreement, whether or not the Constructien Phase is commenced. ARTICLE 4 DIRECT PERSONNEL EXPENSE 4.1 Direct Personnel Expense is defined as the direct sal- aries of all Ihe Architect's personnel engaged on the Proj- ect, and the portion of Ihe mst of thcir 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 5.7 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- teds employees and consultants in the interest of the Project for the expenses listed in the following Sub- paragraphs: 5.1.1 Expense of�traasporfaFiaa-�iR--EOr�ree�Eic�rr�+v:t�i-:he �i(i�2E{i'i W H)g—PNf)CflSeS-iflYOfM10EIT(ifY11Yk�T—BCf�B{�fPM'Fl traccl,-irngdistanteromm�nncsttans,-md fces paid for securing approval of authorities having jurisdiction over the ProjecL � 5.�.2 _EXPP,L1bSOE-fA�l4AA5�-{1ObL?gP.iA�kklRF1IN3�-�AL u�u IIt�s�s �T3 a�iQnsaricCall� � E H� cumenZ s=erc Cs� � �eprodactiorrs-fortfre-ofiice-vse efthc-�ln-Fritect-attcr th� Ac chi tec � s c-orKa li anlc, SJ3 Expense o( data processing and phorographic pro- duction techniques when used in connection with Addi- tional Services. SJ.4 if authorized in advance by the Owner, expense of overtime work requiring higher than regular rates. 5.1.5 Ezpense of renderings, models and mock-ups re- quested by the Owner. . 5.1.6 Expense of any additional insurance coverage or limits, induding professional liability insurance, requested by the Ow�ner in excess of that normally carried by the Archited and the Architect's consultants. ARTICLE 6 PAYMENTS TO THE ARCHITECT 6.1 PAYMENTS ON ACGOUNT OF 8.451C SERVICfS 6JJ An ini[ial payment as set for[h in Paragraph 14.1 is the minimum payment under this Agreement. 6.12 Subsequent payments for Basic Services shall bc made monthl�� and shall b^ in proportlon to sen�ices per- (ormed ��ithin each Phase of serviws, on the basis set fnrth in Artide 14. 6J3 If and to the extent that the Contratt Time initially estabiished in the Contrad for Construction is exceeded � or eatended through no fault of the Architect, compensa- tion to; any Basic Services required for such extended period ot Administration of the Construction Contract shall be computed as set forth in Paragraph 14.4 for Addi- tional Service>. 6.1.4 \\'hen compensation is based on a percentage of Construction Cost, and any portions o( the Projec[ are deleted or otherwise not constructed, compensation for such portions of the Project shall be payable to the extent services are performed on such por[ions, in accordante with tFe schedule set forth in Subparagraph �422, based on (�) tne lowest bona fide bid or negotiated proposai or, (2) if no such bid or proposal is received, the most recent S[atement of Probable Construction Cost or Detailed Esti- mate of Construction Cost for such portions of the Project. g,Z PAYMEN75 ON ACCOUNT OP � ADDITIONAL $ERVICES 6.2.1 Paymen[s on account of the Architect's Additional Services as defined in Paregraph 1J and for Reimbursabie Expen;es as defined in Artide 5 shall be made monthly upon presentatio.n of [he Architect's s[atement of services rendered or expenses incurred. 6.3 PAYMfNTS WITHHELD 6.3J No deductions shall be made from the Architect's compensation on account of penalty, liquidated damages or other sums withheld from payments to contractors, or on account of the cost of changes in the Work other than those for �vhich [he Architect is held legally liable. b,q PROJECT SUSPENSION OR TERMINATION 6.4.1 it the Project is suspended or abandoned in whole or in part for more than three months, the Architect shall be compensated (or all services performed prior to receip! of writ*.en notice from the OH�ner of such suspension or abandonment, together with Reimbursable Expenses then due and all Termination Ezpenses as defined in Paragraph 10.4. li the Project is resumed after being suspended for more than three months, the Architect's compensation shall be equitably adjusted. ARTICLE 7 ARCHITECT'S ACCOUNTING RECORDS 7.7 Records of Reimbursable Expenses and expenses per- taining to Additional Services and services performed on [he ba�i> of a Multiple of Direct Personnel Expense shall be kept on the basis of generally accepted accoun[ing principles and shail be availa6le to the Owner or the O�-ne;'; authorized representative at mutually convenient ti me�. ARTICLE 8 O�vNERSHIP AND USE OF DOCUMENTS 8.1 Drawings and Specifications as instruments of serv- ice are and shall remain the property of the Architect ��-hetner the Project for which they are made is ezecuted or not. The Owner shall be permitted to retain copies, in- dudinz reproducible copiec, of prawings and Specitica- tions tor information and reference in connectiun �vith the O�vne;'; use and occupanty of the Project The Dra�vin�s and Speci(ications shall not be used by the O�+ner on AIA DONME�'T Ulii . Ol1'VCR-TRO117FQ ACkI l�'.E\S • THIFTELAiH EDITIp4 . ��lA =' . AIAE . �c 19:: 1HC As1EBIC4\ I\AITUTC OF ARCfI1TECTS, t7Ji KEItl YDFK AVC�UE, KN'., \\AYl�GiO�, D.G 2000G B}41-1977 7 � � other projects, for additions to this Project, or for compir tion of this Project by others provided the Architect is not in default under this Agreemenl, ezcept by agreemenl in writing and ��ith appropriate compensation to the Archi- tect. 8.2 Submission or distribution to meet otiicial regulatory requirements or for other purposes in connec[ion with thc Pmject is not to be construed as publication in derogation of the ArchitecCs rights. AR7ICLE 9 ARBITRATION 9.1 All daims, dispu[es and otAer matters in question between the parties to this Agreement, arising out of or relating to this Agreement or the breach thereof, shall bc decided by arbitration in accordance with the Construo- tion Inductry ArbitraGon Rules of the American Arbitra- tion Association then obtaining unless the parties muw- ally agree otherwise. No arbitration, arising out o( or re- lating to this Agreement, shall indude, by mnsolidation, joinder or in any other manner, any additional person not a party to this Agreemen[ excep[ by writien consent mn- taining a specific reference to this Agreement and signed by the Architect, the Owner, and any other person sought to be joined. Any consent to arbitration im�olving an ad- ditional person or persons shall not constitute consent to arbitration of any dispute not described therein or with any person not named or described therein. This Agrec- ment to arbitrate and any agreement to arbitrate with an additional person or persons duly consented to by thr parties to this Agreement shafl be speci(ically enForceable under the prevailing arbitration law. 9.2 Notice of the demand for arbivation shall be filed in writing �vith ihe other party ro this Agreement and with the American Arbitration Association. The demand shall be made within a reasonable time after the daim, disputr or other matter in question has arisen. In no eveni shall the demand for arbitration be made after the date when institution of legal or equitable proceedings based on such claim, dispute or other matter in question would be barred by the applicable sta[ute of limitations. 9.3 The award rendered by the arbitrators shall be (inal, and judgment may be entered upon it in accordance wilh applicable law in any court having jurisdiction thereo(. ARTICLE �0 TERMINATION OF AGREEMENT 70.1 This Agrcement mey be terminated by either parir upon seven days' written notice should the other p.i�tp fail substantially to perrorm in accordance with its ternr. through no fault of the party initiating the terminatiun. 70.2 7his Agreement may be terminated by ihe Own��r upon at least seven days' written notice to the Architru in the evcnt Ih�t the Project is permanently abandoncd- 10.3 In the event of termination not the (ault of thr A�� chitect, the Architect shall br_ compensated for all servh ��. perfonned to �erminatiun da�e, rogether with Rc�mhu�.- able [x��enses then duc artcl-aFF-7rrmrriaRorrfz�mrr.rca^ -de(+HeeFitrRareK+ar4+9N-0. - �� 7QR �esminatiaa.fxpenser7r�c1utle.t�;�¢ases-�lirectl�.at- 2ri#nrtehl �-te -te r+nirratierr �cm wkicFrthe-R rc�iteet-i� -not eN�wvise t�dnapensa+ed;-{�! nc-an�xrt {�xrted- as a perceAFage�: � FrP t�hi L-$a�ic- ar'd-�k1tlit+ona� Ef�cwsa-- fier+�a e+�e��e-tk�e�tip�of�err»iRat:er+;-as �#s{kr�w.r. -'+-?4}-pe+eeM-+� �ferfl�i na{iorreEC�rs-dd rtrrg �Fte��c-;�e- . -rRMic-BesigrsPNase�er >�=�f}$E.'tEPfTF ��EPfFWtTkTl16R �EElfFSK}ltflfi� �kiP �if5lgfl n��_PI„h,.� � � � .Pl�ase; nc .3 sr �ereer+F-i��e rr»iaat+cir� eeeutf �}wi� g �y-�sr�s�- �reaF�k�aSe. ARTICLE 11 MISCELLANEOUS PROV(SIONS 71J Unless otherwise speci(ied, this Agreement shall be govemed by the law of the principal place of business of ihe ArchitecL ll2 Terms in this Agreement shall have the same mean- ing as those in AIA Document A207, General Conditions of the Contract for Construction, wrrent as of the date o( this Agreemen[. 113 As behveen [he parties to this Agreemenh as io all ac[s or failures to act by either party ro this Agreemen[, a�y applicable sta[u[e of Iiini[ations shall commence to run and any a(leged cause of action shall be deemed to have aarued in any and all events not later than the rele- vant Oate o� Substantial Completion of the Work, and as to any ads or failures to ac[ occurnng after the relevant Date of Substantial Completion, not later [han the date of issuance of [he final Certiticate for Payment. 11.4 The Owner and the Architect waive alf rights against each other and against the tontractors, consul[- ants, agents and employees of the other for damages cov- ered by any property insurance during construction as set forth in the edition of AIA Document A201, General Con- diGons, current as of the date of this Agreement, The Owner aod the Architect each shall require appropriate similar waivers from their contractors, consultants and agents ARTICLE 12 SUCCESSORS AfYD ASSIGNS 12.7 The Owner and the Architect, respectively, bind themselves, their partners, successors, assigns and lega( representatieei to the o[her party to this Agreement and to the par[ners, wccessors, assigns and legal representa- tives of such othFr party with respect to all covenants of this Agreement. Neither ihe O��ner nor the Architect sRalf assl�;n, subirt or transier any intere;t in this Agreemen± without the ivrittem m�sent of the oiher. ARTICLE 13 EXTENT OF AGREEMENT 13.1 This Agreement represents the entire and integrated agreement betwecn the Owner and the Archilect and supersedes all prior negotiations, representations or agree- ments, either �vrilten or oraL This Agreemeni may be amended oniy by �t��uert instrument signed by both Owner and Architect. AI,� DONMENT Btal •��.:�... �v(.HRi G AG9i1 �.t!`.� . IIL0.[iE�?H EDIiIOV • I�L1 1`C,- .AIA' � � 15-1 $ B��iY-�9%i �N� 1'�1ERIUV' 1'.'di�l '.�. t,i AY!.H��EQS. l'J; AEW YUk.� AA'E]11E, KAC.. KAShIIAGTOS. D.0 L�XFh t � F �. �� ARTICLE �4 BASIS OF COMPENSATION The Owner shall compensate the Architect for the Sco�e of Services provided, in accordance with Artide 6, Payments to the Architect, and the other Terms and Conditions of this Agreement, as tollows: 14.'I AN INITIAL PAYMENT of 14.2 dollars (b shall be made upon ezecution of this Agreement and credited to the Owner's account as follows: BASIC COMPENSAT�ON 14.2.1 FOR BASIC SERVICES, as described in Paragraphs 1.1 through 1.5, and any other services induded in Artide "IS as part of Basic Services, Basic Compensation shall be computed as follo�as: INere insert basis ol mmpensalion, induding (ixed amounts, multiples or percentages, and id=ntily Phases lo which particular methods of mmpensa- tion apply. il necessaryJ Parking Iqt E�spansion ..... $700.00 Air Conditioning of Activities Id�. 800.00 $1,500.00 14.2.2 \4'here compensation is based on a Stipulated Sum or Percentage of Construction Cost, payments for Basic Services shall be made as provided in Subparagr�ph 6.1.2, so that Basic Compensation for each Phase shall equal the following percentages of the total Basic Compensation payable: (Indudr any addrtional Vhases as appropriate ) Schematic Design Phase: � percent ( %) Design Development Phase: percent ( %) Construction Documents Phase: percent ( %1 Bidding or Negotiation Phase: percent ( %) Construction Phase: percen[ ( %) 143 FOR PROJECT REPRESENTATION BEYOND BASIC SER�'ICES, as described in Paragraph �.6, Compensation shall be computed separately in accordance with Subparagraph 1.6.2. nin oocun�e��T aut • o�+�-.i c-,:ec�uiECr acecE�v[vT . iri�ui[e�rn mi1;o, • iu:v ^� �:.- .,�� a . � �9-; 6741-1977 9 THE A'.fERICd� I'�SiITC1i Oi AHOIRERS, l;.'S NC\C YOkI; AYEVUf, N.\1'., N'ASki;\GTO\, 0.0 _'O(qo 14.4 COMPENSATION FOR ADDITIONAL SERVICES � '14.4J FOR ADDITI0IAL SERVICES OF THE ARCHITECT, as described in Pr,aFraph �.7, and any other services in- duded in Artide 15 as part of Additiona( Services; but eztluding ,4ddi;ional Se�•ices o( consultants, Compen- sa[ion shall be computed as follows: (He�e Imert basis o/ cnmpensa;lon, induding iairs and'or mulUples of R��rc! Peisonncl Fpr—r rur Principis and employecs, and idenGi�� Prinripa'• and classily employees, ii required. Identi(y sprcilic services to which puUCUlur me[hods r ca-'eensation app!y, i! nperssap-.) 74.4.2 FOR ADDITIONAL SERVICES OF CONSULTAnTS, induding additional strucwral, mechanical and electrical engineeriog services and those provided under Su6paragraph 1.-11 or identified in Artide 1� as part of Addi- tional Services, a multiple of ? times the amounts billed to ihe Architect for such services. fldentily sPeci/ic lY'Pes o! tonsullants in Ar�ide 75, il requi�ed'. 74.5 FOR REIMBURSABLE EXPENSES, as described in Artide 5, and ang other items included in Artide 15 as Reim- bursable Expenses, a multiple of � ) times the amounts ex- pended by the Architect, the Architect's employees and consultants in the interest of the Project. 74.6 74.7 Payments due the Architect and unpaid under this Agreement shzll bear interest from the date paymen[ is due at the rate entered belo�v, or in the absence [hereof, at the legal rate prevailing at the principal place of business of the Architect. lHere insert any �aie o! interest agreed upon.) - 'USUry lawt and requirements under (Ar Fedrra� 7ruth in fendlrtq Act, simq�r stote a?:: e.a' consvme� esn!rt la�es and olhe� rrgulabons at th�� Owner's and ArchitecCs piincipal places o/ Auslness, the lncation oi thr Frojeu and e::e��.-r�r may aliect the vafidity o� Ihis prm�ision. Sp�ciFic leea' a�.lre shouid he ob!ain�d w'r[h respea m delobon mod�GCaYon o� nlher rpqvirr•mF; t�. ,.. ..: wr%tre^ d�deane� or wai��e�s i The Owner and the Architect agree in accordance with the Term> and Conditions of this Agreement thaC 14.i.7 1F 7HE SCOPE of the Project or of the Architect's Senices is chan�ed materizll��, the amoun[s of compensation shall be equitably adjusted. 14.i.2 If THE SERVICES covered by this Agreement ha��e not been completed within O months of the date hereof, through no fault of the Archite,t. the amounts of compensation, rates and multiples set forth herein shall be eyuitably adju:ted. � A14 DONME�tiT B1Jt . OI\�: R.AROfIiECT nGStl��i'.; . 7Hif�:_E�TH E�I fION . J1;L1 1'��- •.\I4' .^'.c"' �n 6741-1977 THE AVEBICAti ItiSiliUiE Of AHCHIiCQS. 7-3i �ER' S'ORK A�'E�UE, N.tY., tYASHI�GTO], D.0 3�.1�'i � �� G [� � f ARTICLE 75 OTHER COND�TIONS OR SERb'ICES AIA UONMEYI BISI . r�'.:':IY AN(HRCCf AGRECfdE\T • 7H14_!!!ATH LU:I;�)':. �LU' 1'�-- .?�.1`- . G15-f nn n,v.<<:,�.r�. r.�.n�i.n �n neu�utcn. i:�; nt�� vo�:ti n��o.ci, r:�r. ��nsru�.�.�r,. o_c. �r��s Bt41-1977 11 9mri,: �:��u noios�irisv�� '�,y-n '3.��inv va�i ��:� <r_i �suaiw�a�� in 3niiu�i ��.�;nr a�u � LL6t-ltl0 Zl L'GLCG • .1�IV . (CLLAIfII . �OLLIC13 HI�AIIIYIIII �♦- .97N')A'l )➢111OY4 ;i]N.110. ltltl 1N3Nf1�0O tltl � � � � �� '. /�8 �ui '�sE7 'ay�saaH'axuiag uso�sp ;o �S�t� 17311HJ21V 213NM0 'anoqe ua�l!�m �s�g �ea�( pur ,(ep ay� �o se o�ui pa�a�ua �uawaa��y siyl � / / � � 'i`o � •., <'a � � �� +� c� �� v s, � c� r, +� ,1 �o � so t� �- o � o U v � � � N O � � 6 s, .� . a� m u m s�, .x o aroi � � 'CY 7-1 J-� U O � S-i a� O ai C 1� 1 E+ U o .,� ,-� .[ r� d-� U U) � Fa N � .-i Ctl W O O ri U� Fa b0 l� U1 O � O fZ 4-� r� � rn ti r-I �� x � s� �, �� N \� U Q ^ J-� � 1 `J-�� U r{ O U