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Home My WebLink About30282 / 79-12Aucu�t 9_ 1979 #12 RESOLUTION FURPOSE: EIdGAGE ARCHITECTURAL SERVICES INITIATED BY: DEPARTP4ENT OF COMMUNITY DEVELOPMENT WHEREAS, the City of Oshkosh is desirous of professional services to accomplish the beautification of the intersection of State and Waugoo Avenue, and 47HEREAS, the City of Gshkosh :'.as ^eview�d �hi� project laith the firm of Yarbro-Kempi.^.ger ,!lrchitects, NO[d, THEREFORE, BE IT RESOLVF.D that the City of Oshkosh hereby autherizes the engagement of professional services from Yarbro-Kempinger Architects, according to the stipulations in the attached contract. SUBMITTED SY - 12 - YARBRO - KEMPINGER ARCHITECTS 1018 WEST SOUTH PARK AVENUE BOX 2D96 11414/235-3370 OSHKOSH. WISCONSIN 5-0903 20 July 1979 Mr. Warren Renando Community Development Director City Hall 215 Ch�irch Avenue Oshkosh, Wisconsin 54901 f � � `�m l6. � � � t�-6' JUL ?.3 197g DEPARTMEN7 OF COMMUNITY DEVELOP�?E(��T RE: Walkway West II Property Line Improvements Elk's Parking Lot Beautification Waters Plaza Oshkosh, Wisconsin Mr. Renando: Enclosed are two (2) copies of the Owner-Architect Agree- ment for the subject project. Please process for signatures, retain the Owner's copy and return the Architect's copy to this office. Again, we appreciate the opportunity to be oi service. Sincerely, YARBRO-KEMPIIvTGER, ARCHITECTS By �L�� O�. L�LCr�-[� Robert L. Yarbro� RLY/rr THE AME�ICAN INSTITU�-E OF ARCH{TEC�S � �,� �;�� F �; s�� 1�/, r�, �Tt_�. ; ��:'r � ��` � AIA Document 8141 � . r :� Standard �orm of Agreement �etween Owner and Architect 1977 EDITION THIS DOCUMENT NAS IMPORTANT LEGAL CONSEQU6VCE5; CONSULTATION WITH A,�'.qTTORNEI' IS f�ti'COURAGEU WITII FESPECT TO ITS CO�NPLETION OR MODIFICATfON . AGREEMENT made as of thenineteenth (19tYdaay of July in the year of Nineteen Hundred and Seventy Nine 6ET�1'EEN the Owner and the Architect: The City of Oshkosh, Plisconsin A Municipal Corporation Yarbro-Kempinger, Architects Oshkosh, Wisconsin For the follow�ing Project (lnduc.'e detailed description o� Project lo.ation and smpeJ ��Ialkway West II Property Line Improvements, Elk's Parking Lot Beautification and rizters Plaza, a11 Downtocan Oshkosh, Wisconsin The Owner and the Archit°ct agree as s�, forth belo��;. Cop.rlch; l')t]. t92o. 19:8. t7�1, 19i3, l9itl. 19i.1. '1903, 1Y66, l96], la'i. 19,-:, (7 l9i] bY The American Inslitute ol 4r.h.�,ec1s, v35 �ew lurk Avenue, NA1'., �Vashingmn, 0.0 2(t46. Sepredvclion ol �hc material herein or subste^:lal quotalion o! iis pro�isions withoul permfsslon of Ihe A�4 �!o:a[es the copyngh: Imvs of Ihe Uniled Sta;c> and wili be sobjeR w ie5al proseanion. AIA DONMENT B1�1 • OAl��EF:-ABCHITEC AGnEEMENT • THIRiCENTH EDITION • JULY N-] •.4IAx • OO 19]] THE A�'_°RICAK INSTITUiE OF AkCHIiEQS. 1]3i NE\�' YOHK AVENUE, N.ty„ \�'ASH!�GIO\, D.0 2000u 6145-'1977 i � :;,; TERMS AND CONQ(TlONS OF AGR[EMENT GET\l!EEN OWf�ER AND ARCHITECT ARTICLE 1 ARCNlTEC7'S SERVICES AND RESPONS4BlLITlES BASIC SERVICES The Architect's Basic Services consist of the (ive phases described in Paragraphs 1.1 through 1.5 and indude normal siructural, mechanica! and electrical engineering services and �ny othe� services induded in Article '15 as past of Basic Services�. �,7 SCHEMATIC DESIGN PHASE 1.�1 The Architect shaU review the program furnished by the Owner to ascertain the requireme�ts of the Project and shal( review the understanding �f such requirements with the Owner. 1.�.2 The Architect shail provide a preliminary evalua- tion of the program and the Project budget reyoirements, each in terms of the other, subject to the limitations set forth in Subparagraph 3.2."I. 7J.3 The Architect shall review .vith [he Owner aitema- tive approaches ro design and construction of the Project. 1J.4 6ased on the mutually agreed upon program and Project budget requirements, the Architec[ shalf prepare, for appro��ai by thc O�vner, Schematic Design Documents consisting of drawings and other documents illustrating the �cale and relationship of Pro}ect compQnents. 1.1.� The Architect shall submit to ihe Owner a State- ment of Probable Construciion Cost based on current area, volume or other unit costs. � �,2 UESIGN DEVELOPMENT PHASE 7.2.1 6ased on the approved Schemaiic Desion Docu- menU and any adjustments authorized by ihe Owner in d�e program or Project budget, the Archited shall pre- pare, 4or approval by the Owner, Design Development Documents consisting of dra�vings and other documents to fi� and desaibe the size and chara�Yer of the entire Vroject as to architectural, structural, mechanical and elec- irica; systems, materials and such other e{ements as may bc appropriate. '1.2.2 7he Architect shall submit to the Oevner a further Statement of Probable Construction C�st. �,3 CONSTRUCTION DONMENTS PHASE 1.3.t 6ased on the approved Design Development Doo- uments and any further adjustments in the scope or quai- ity of the Project or in the Projed budget aui!.orized by the Owner, the Architec[ shal{ prepare, for approval by ther Owner, Construction Dowments consisting o� Draw- ingc and Speciiications se[ting forth in detail the require- ments for the consVuction of the Aroject. 1.3.2 The Architect st�ail assist the O�a�ner in the prepara- tion o` the necessary bidding information, bidding forms, the Conditions of the ContracL and the form ot Agree- men; between Ihe Owner and Ihe Contractor. 13.3 The Architect shalf ad�ise Ihe Owner of any ad}usF ments to previous Statements of Probablc ConsGUClion Cost indlcated by changes in requirements or gcneral market conditions, � 7.3.4 The Architect shall assist the Owner in connection with the Ownei s responsibifity for filing documents rc- quired for the approval of govemmental authorifies hav- ing jurisdiction over the Project. �,q 81DDWG OR NEGOTIATION PHASE 1.4.7 The Archi[ec[, foFiowing the Owner's approval of the Construction Documents and of the latest Statement of Probable Construc[ion Cost, shall assist the O«mer i� obtaining bids or negotiated proposals, and assist in awarding and preparing mntracts for construction. �,*� tONSTRUC�ION PHASE—ADMINISTRATION OF THE CONSTRUCTION CONTRACT "1.5.1 The Construction Phase wiU commence with the award of tne Contract for Construction and, together with the Architect's obligation to provide 6asic Services under this A�reement, will terminate when final payment to the Contractor is due, or in the absence of a final Certi(icate for Pzymen[ or of such due date, sixty days artec [he Date of Substantial Completion of the Wock, whichever occurs (i rst. 7.5.2 Unless othenvise provided in this Agreement and incapocated in the Contract Documenis, the Archi[ec[ shall prooice administration of the Contract for Construo- cion as set forth below and in the editio� of A1A Docu- ment A201, General Conditions of the Contract for Con- struction, current as of the date of this Agreement. 1.5.3 The Architect shall be a representative of the pwner during the ConsVuction Phase, and shal{ advise and consutt with the Owner. Instructions ro the Contrao- tor shafi be fonvarded through the ArchitecL The Archi- tect shall have authority to act on behalf of the O�vner only to the exteni provided in the Contract Documents unless otnenvise modified by written instrument in ao- cordance �+�ith Subparagraph 1.5.16. 7.5.4 The Archftec[ shall visit the site at intervals ap- propriate to the stage of construction or as o[henvise agreed bq the Architect in writing to become generally famil;ar with the progress and quality of the \Nork and to determine in general if the Work is proceedin� in accord- ance with the Contraci Documents. However, the Archi- tect shall not be reyuired to make exhaustive or con- tinuous omsite inspections to check the quality or quan- tity or the \Vork. On the basis of such on-site obsen•a- tions as an architect, the Architect shall keep the Owner informed of the progress and qualiry of the Work, and shall endeavor to guard the Owner against defects .nd de(iciencie; in the 1Vork of the Contractor_ 1SS The Architect shall not have control or charge of and <; all �ot be responsible for wnstruction mcans, methods, techniques, sequences or procedures, or for satety precautions and programs in connection with the �Nork, ior the acts or omissions of the Contratlor, Sub- pIA UpCUAtENT B1J1 • Ol\!�ER-.4RCNITEQ FGREF6lE1T . THtRTEENTH fUlT10N • �Ul�' :9'� • AIA"� . n'19i: TH: i�t'RICAK INSTI7U7E OF ARCHIIECTS, L-% NE�v YtinK AVEn'UE, N.\1'., �YASHItGTO�', D.C. iik7C�b B147-7977 3 contractors or any other persons performing any of the \Nork, or (or the failure of any of them to carry ou! the Work in acmrdance ��4th the Contract Documents. 7.S.G The Architect shall at all Gmes have access to the Work whereveritisin preparation or progress. 1.SJ The Architect shal{ determine the amounts owing to the Contrador based on observations ai the site and on evaluations of the Contracior's Appiications for Payme�t, and shall issue Certificates for Paymen[ in such amounts, as provided in the Contract Documents. 1.5.8 The issuance of a Certificate for Payment shall mnstitute a representation by the Architect to the Owner, based on the Architect'> obseroations at the site as pro- vided in Subparagraph 1.5.4 and on the data comprising the Contractor's Appiication for Payment, that the Work has progressed to the point indicated; that, to the best of the Architect's knowledge, information and belief,the qual- ity of thc+�Nork is in acmrdance with the Contract Docu- ments (subject to an evaluation of the Work for con- formance with the Contratt Documen[s upon Substantial Completion, to [he results o( any subsequent tes[s re- quired by or performed under the Contrac[ Documents, to minor deviations from the Contract Documenu cor- rec[able prior [o completion, and to any specific qualifica- tions stated in the Certiiicate for Payment); and that the Contractor 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 �.�hat purpose the Convactor has used the moneys paid on acmunt of the Contrac[ $um. 9.5.9 The Architect shall be the interpreter of the re- quiremeats of the Cos�tract Documents and ihe }udge of the performance thereunder by both the Owner and Contrac(oc The Archited sha(I render inierpretations neo- essary for the proper execu[ion or progress of the Work �vith reasonable promptness on written request of either the Owner or the Contrador, and shall render wdtten de- cisions, �aithin a reasonable time, on all daims, disputes ancl other matters in ryuestion between the Owner and the Contractor relating to the execution or progress of the Work or [he interpretation of the Contract Documents. �.S.lo inierpretations and decisions of the Architect shall be consistent with the intent of and rezsonably inferable from the ConUac[ Documents and shall be ln written or graphic form. In the capacity of interpreter and judge, the Architect shail endeavor to secure faithful perform- ance by both the O��ner and the Contractor, shall noi show partiafity to eithcr, and shall not be liable for the result of any interpretation or decision rendered in godd faith in such capacity. 1.5.11 The Archii�ct's decisions in matters relating to artistic eNect shall be final if tonsistent �vith the intent of the Contract Documenis. The Architect's decisions on any other daims, disputes or other matters, induding those in qucstion between the Owner and the Contracror, shall be subject to arbitration as provided in this Agree- ment and in the Contract Documents. "I..5.12 The Architect shall ha��e authority to reject Work .vh�ch does nol coniorm to the Contract Documents. Wiienever, in the Architect's reasonable opinion, it is � necessary or ad�.isablc for the implementation of the intent of ihe Contract Documents, theArchirect will have author ity to require spcciai i�spection or �esting of �ne Work in accordance with the provisions o( the Contract Docu- ments, whether or not such Work be then fabricated, in- stalled or compfeted 1.5.73 The Architect shall review and approve or take other appropria[e ac[ion upon the Contractols submittal5 such as Shop Drawings, Product Data and Samples, but only for conformance with the desigm m�cept of the Work and with the information given irt the Contract Documents. Such action shall be taken with reasonable promptness so as to cause no delay. The Architect's ap- proval of a specitit item shall not indicate approval of an assembly of which the item is a component. l.SJ4 The Architect shall prepare Change Orders for the Owner's approval and execution in accordance with the Contract Documents, and shall ha��e authority to ordet minor changes in the Work no[ involving an adjustment in the Contract Sum or an extension of the Con[rac[ Time which are not inconsistent with the intent of the Contrac[ Documents. 1.SJ5 7ke Architec[ shall conduc[ inspections to deter- mine the Dates o( Substantia� Completion and final com- pietion, shall receive and fqrwa�d to the O�cner for the Owner's review �.-ritten warranties and related documents required by the Contrad Documents and assembled by the Coniractor, and shall issue a(inal Certiffcate for Pay- menL 7.5.16 The extent of the duties, responsibilities a�nd lim- itations of authority of the Architect as the Owner's rep- resentative during tonstruction shall not be modified or extended w+thout written consent of the Owner, the Con- tractor and the Ar�hitect � �,6 PROIECT REPRBENTATION BEYOND BASIC SERVICES 1.6."1 If the O��ner and Architect agree that more ex- tensive representation at the site than is described in Paragraph 'IS shal( be provided, the Aschitect sfiall pro- vide one or more Project Representatives to assis! [he Architect in carrying out such responsibilities at the site. 7.6.2 Such Pro}ect Representatives shall be se�ected, em- ployed and directed by the Architect, and tne Architect shall be compensated therefor as mutuallv agreed be- tween the O��ner and the Architect zs set forth in an ex- hibit appended to this Agreement, which shall describe the duties, responsibilities and Iimitallons of authority of such Project Fepresentatives. 1.6.3 Through the obscrvations by such Projec[ Repre- sentatives, Ine Archited shall endeavor to provide further protection for the Owner against defeds and deficiencies in the Work, but the fumishing af wch project representa- tion shall not modify the rights, responsibilitfes or obliga- tions ot the Arcnitect as described in Paragraph 1.5. 7,7 ADDITIOKAL SERVICES The follo�ving Services are no[ induded in Basic Service; unle<s so identi(ied in Articie l5. They shall be pro��Ided if authorized or confirmed in �vriting bq the O�rner, and theq chall be paid for bq the Owner � as pro�ided in this Agreement, in addition to the compensation for Pasic Services. AIA OOCUMENT Blal • OIVNER-AftCHITECT AGRE6V.EST • TIIIRTELYiH EDITION • jL'LY'197i • qi,43 . Q �9;; �i !i�':�-79]] THE AbtER1UN INSTITUTE OF ARCHITfQS;'V35 NEN' YORK AVi\UT_, N.\Y., R'ASHINGT01, D.C. 2IX%1(. �� J.l Froviding ana'.�ces of Ihe O�ti�ner's needs, and pro- gram^�ing lhe requirernents of the Project. - �J.2 Providing fin;:ncial feasibility or other special studie> 1J.3 Providing plar.n�ing surveys, site evaivations, em�i- ronmental studies or comparative swdies of prospective sites, znd preparing special surveys, studies and submis- sions required for appro��als of governmentai authorities or oiher; having jurisciction over the Project. 1J.A Providing sen�ices rela[ive ro future facilities, sys- tems znd equipment :vhich are not inrended ro be mn- structed during the Construction Phase. 1J.5 Ptoviding services to inveitigate existing condi[ions or faulities or to make measured drawings thereof, or to verify ihe accuracy of drawings or other information fur- nished by the O�vner. 1J.6 7reparing documents of altemate, separate or sequential bids or providing extra services in connection with biddi�g, negotiz;ion or construdion prior to the comp.'etion of the Conctruction Documents Phase, when reyues:ed by the Owr,er. 'iJ.7 Providing cooroination of Work performed by separa,e contractors o- by the Owners own forces. 7J.8 Providing services in connection with the �vork of a mns;ruction mana��er or separate consultants retained b� the Owner. �.7.9 Providing Detai!ed Fstimates of Construction Cost, anal��es of owning anc operating costs, or detailed quan- tity s�-�eys or inveniories of material, equipment and labor. 1,i.t0 Providing fnterior design and other similar ser- vices required for or im m�nection �vith the selection, procurement or instal!ztion of fumiture, fumishings and relatee equipment. L7.�1 Providing ser`�ices for p4anning tenant or tental � spaces. - � 1,7J2 .tlaking revisions in Drawings, Specifications or other cocuments whe❑ such revisions are inconsisrent �aith �.ritten approval; or instructions previously given, are req��ired by the er,zctment or revision of codes, laws or regu;aGons subsequ=nt to the�preparation of such doo- uments or are due to otner causes not solely within tne contro� of the Archi[ec;. �J.13 Preparing Dra�•. ings, Specifications and supporting data and providing o:ner services in connection with Change Orders to the eztent that the ad}'ustmeni in the Basic Compensation re;ulting from the adjusted Coo- structio� Cost is not mmmensurate with the sen+ces ve- quired oi the Architect. provided wch Change Orders are requireo' by causes n�t solely with+n the control of the Architect. �.7.14 �laking irn�ectis:�!ions, surveys, valuations, inven- tories c: detailed appra�;als o( existing facili!ies, ar.d ser�•- icec rec�ired in cvnnedion with construction periormed bv the O.rner. '1.7.15 r'roviding mn��.,ltation concerning replacement oi an� \tic-k damaged b;. iire or other cause during con- _� �� struction, and fumishing services as may be required in mnnection with thc replacemeni of such Work. 1J.16 Providing services made necessary 6y the de(ault of the Contractor, or by major defects or de(iciencics in the �'ork of the Contractor, or by failure of performance of either the Owner or Contractor under the Contract (or Construction. 1J.17 Preparing a set of reproducible record drawings showing significant changes in the Work made during construuion based on mar{:ed-up prints, drawings and other data furnished by the Coniractor to the Architect. 1J.78 Providing extensive assistance in the utilization of any equipment or sys[em such as initial star[-up or testing, adjusting and balancing, preparation of operation and maintenance manuals, training personnel for operation �nd maintenance, and mnsultation during operation. 1.7.79 Pro��iding services after issuance to the Owner of the tinal Certi(icate for Paymenc, or in ihe absence of a finai Certificate for Payment, more than sixty days aflcr the Date of Substantial Completion of the Work. 'IJ.20 Preparing to serve or serving as an expert witness in connection with any public hearing, arbitration pro- ceeding or fegai proceeding. 1J31 Providing services of mnsul[ants for other than the normal architectural, structural, mechanical and elec- tricai engineering services for the Projec[. '1.7,22 Providing any other services not otherwise in- duded in this Agreement or not customarify furnishcd in acwrdance with generafly accepted architectural pracGce. �,g TIh1E 7.8,�! The Architect shali perform easic and Additional Services as expeditiously as is mnsistent with professional skil! and care and the orderly progiess of the Work. Upon reques; of the Owner, the Architect shall submit for thc Owner's approva�, a schedule for the performance of the ArchRect's services which shail be adjusted as required as ihe Project proceeds, and shall indude alfowances for peri- ods of time required for the Owners review and approval of submissions and for approvals of authorities ha��ing }urisdir,ion over the Project. This schedule,when appro��ed by the Owner, shal! not, except for reasonab{e causc, bc exceeded by the Architect. ARTfCLE Z THE OWNER'S RfSPONSiB1LIT1E5 2.l The Owner shall provide full informatian regarding requirements for th'e Project induding a program, which shall set forth the Owner's desipn obyectives, constraints and cri[eria, including space requirements and relation- ships, flexibility and expandability, special equipment �nd systems and site requirements. 2.2 {t ,he Owner provides a budget for the Project il shall indude contingencies for bidding, thanocs ir, ;hc Work during construction, and other costs �vhich arc Ihc responsibiGty of the Owner, including those deccribed in this Article 2 and in Subpar�graph 3.�2 The Owner chail, at the request of the Architect, provide a statemen� o( funds a�ailable for the Project, and their source. AIA DOCINEVT B131 • Ol'•�c2-ARCM4ITECT AGFEEMENT � THiniEE1TH iDlT10� • lUll'lSii • AIA� • p'19]i THE A�'S2!CAN INSTITUTE "vF ARCHITEQS, V3i NEW YORti nVE�\'L'E, N.\V„ LVASHISGiO.�, D.0 1dJ0o g}ai-i�i/' s 2.3 The Owner shall designate, when necessary, a rep- resentati��c authorized to act in the Owner's behalf with respect to the ProjecL The Owner or wch authorized representative shall examine the documents submitted by the Architect and shall render decisions pertaining thereto prompdy, to avoid unreasonable delay in the progress of the Architect's services. 2.4 The Owner shall furnish a legal description and a certified land survey of the site, giving, as applicable, grades and lines of streets, alleys, pavements and adjoin- ing property; righFS-of-way, restrictions, easements, e�- croachments, zoning, deed restricNons, boundaries and contours of the site; locations, dimensions and complete data pertaining to existing buildings, other improvements and trees; and full information coacerning avaifable serv- ice and utiliry lines boih public and private, above and below grade, including inverts and depths. 2.5 The Owner shall furnish the services of soil engi- neers or other consultants when such services are deemed necessary by the Architect. Such services shall indude tesi borings, test pits, soil bearing vafues, percolation tests, air and water pollution tests, ground corrosion and resistivity tests, induding necessary operations for determining sub- soil, air and water conditions, with reparts and appropri- ate professionai recommendations. 2.6 The Owner shall furnish structural, mechanical, chemical and other laboratory tests, inspections and re- ports as required by law or the Contract Documents. 2.7 The Owner shall furnish all legal, accounting and in- surance counseling services as may be necessary a[ any time for the Project, induding such auditing services as the Owner may require to veriEy the Contractor's Applica- tions tor Payment or to ascertain how or for what pur- poses the Contractor uses the moneys paid by or on be- half o( the Owner. � 2.8 The scrvices, information, surveys and reports re- quired by Paragraphs 2.4 through 2.7 indusive shall be furnished at the Owner's expense, and the Architec[ shall be entided to rely upon the accuracy and completeness thereof. 2.9 If the Owner obscrves or otherwise becomes aware of any fault or defectin the Project or nonconformance with the Contract Documents, prompt written notice thereof shall be given by the O�vner to the Archi[ect. 2.�0 The Owner shall fumish reyuired infoTmation and services and shall render approvals and decisions as ex- peditiously as necessary for the orderly progress of the Architect's services and of the Work. ARTICLE 3 CONSTRUCT�ON C057 3,� DEFINITION 3.7.1 7he Constructioa Cost shall be the total cost or estimated cost to the Owner of all elements ot rhe Project designed or specified by the Architect. 3.Y.2 The Construction Cost shall indude at current market rates, indudina a reasonabie allowance for over- head and profit, the cost of labor and materials furnished by the Owner and any equipment whlch has been de- G 6741-19J7 � �{� signed, speci(ied, selected or specialiy provided for by the Architect. 3.�.3 Constsuction Cost does not indude the compen- sation o� the Architect and the Architect's consultants, the cost of the land, rights-of-way, or other costs which are the responsibility of the Owner as provided in Arti- de 2. 3,2 RESPONSIBILITY FOR CONSTRUCTION COST 32.1 Evaluations of the Owner's Project budget, Stale� ments o� Probabie Construc[ion Cos[ and Detaited Estimates of Cons[ruction Cost, if any, prepared by thc Architect, represent ihe Architect's best judgment as a design professional familiar with the construction indus- iry. It is recognized, however, that neither the Architec[ nor the Owner has controi over the cos[ of labor, mate- rials or eq�ipment, over the Contractor's methods of de- terminino bid prices, or over competitive bidding, market or negotiating conditions. Accordingfy, the Architecl cannot and does not warrant or represent that bids or negotiated prices �vifl not vary from the Project budget proposed, established or approved by the Owner, if any, or from a�y�S[atement of Probable Construction Cost or other cost estimate or evaluation prepared by the Archi- tect. � 3.2.2 No fixed limit of Consiruction Cost shall be estab- lished as a condition of this Agreement by the furnishing, proposal or establishment of a Project budget under Sub- paragraph "1.11 or Paragraph 22 or othenvise, unless such fixed limit has been agreed upon in writing and signed by the partie� hereto_ li such a fixed limit has been estab- lished, Ihe Architect shall be permi[ted to indude con- tingencies for design, bidding and price escalation, to de termine �vhat materials, equipment, componen[ rystems and rypes of mnstruction are to be induded in the Con- tract Documents, to make reasonable adjustments in the scope of tne Projeci and to indude in the Contract Docu- ments alternate bids to adjust the Construction Cost ro thc fixed fimit. Any such fixed limit shall be increased in the amount of any increase in the Contract Sum occurnng after execution of the Con[ract for Construction. 3.23 H the Bidd4ng or Negotiation Phase has not com- menced wiThin three months after [he Architect submils the Constructiqn Documeots to the Owner, any Project budoet or fixed limit of Construction Cost shail be ad- }usted to reflect any change in the general levef of prices in the construction industry bet��een ihe date of sub�mis- sion of the Construction Documents to the Owner and the date on which proposals are sought. 32.4 IF a Project budget or fiaed limiLof Construction Cost (adjusted as provided in Subparagraph 32.31 is ex- ceeded by the lowest bona fide bid or negotiated pro- posal, the Owner shall (1) give wri[ten approval of an increase in such fixed fimit, (2) authorize rebidding or re- negotiatin� of the ProjecC within a reasonable time, (3) if the Project is abandoned, terminate in accordance with Paragraph �Q.2, or (4) cooperete in revising the Frojcci scope and quality as required to reduce the Construction Cost. In the case o( (4'), provided a fiaed Iimit of Construo tion Cost has been establisned as a condition ot this �grec- ment, the Architect, �vithout additio�al charge, shall mod- ify the D:a�vings an@ Specifications as necessary to compiy AIA OONME�T B141 • OItTER-ARCHITEQ AGFEE�!E.�T - 7MiFTEENTH EDITION • JVLY l9i] • AIA� • p 19,^, TME AMCRICAN INSTITUTE OF TRCHITECTS, 1:35 NEl4 Y�RK RVEKUE, K.IV., R'ASNINCTON, D.C. ?(%kM� with the fixed ifmit. The providing of such service 5ha11 be the limit of the Archi�ect's resE�onsibility arising� from the estabiishment of such fixed limit, and having done so, �he Architect shall be entitled to compensation for aIl services per(ormed, in accordance with this Agreement, whether or not the Construction Phase is commenced. ART{CLE 4 DIRECT PERSONNEL EXPENSE 4.1 Direct Personnel Expense is defined as the elirect sal- aries of a{I the ArchitecTs personnel engaged on the Pro'�- ect, and the portion of the cos[ of their mandarory and customary contributions and be�efits related thereto, such as employment taxes and other statutory employee bene- fits, insUran�e, sick leave, holidays, vacations, pensions and similar contributions and benefits. ARTICLE 5 REIMBURSABLE EXPENSES 5.1 Reimbursable Expenses are in addition ro the Com- pensation for Qasic and Additional Services and indude actual expenditures made by the Architect and the Archi- tect's employees and consultants in the interest of the Projec[ for the expenses listed in the foliawing Sub- paragraphs: 5.1.1 Expense of transportation in connection with the Project; living ezpenses in c�nnection with out-of-town travel; long distance communications, and fees paid for securing approval o( authorities havi�g jurisdiction over the Project. 5.1.2 Expense of reproductions, postage and handiing of Drawings, Speci(ications and other documents, excluding reproductions for the office use of the ArchiteU and the Architect's mnsultants. 5.13 Expense of data processing and photographic pro- duction techniques when used in connection with Addi- tional Services. 5.1.4 I( authorized in advance by the Owner, expense of overtime work requiring higher than regular rates. S.YS Expense of renderings, models and mock-ups re- quested by the Owner. S.'1.6 Expense of anq addltlonal insurance coverage or limits, including professional lizbility insurance, requested by the Owner in excess of that normally carried by the Architect and the ArchitecYs consultants. ARTICi E 6 PAYMENTS TO THE ARCHITECT 6,7 PAYMENTS ON ACCOUNT OF BASIC SERVICES 6.1.� An initial payment as set forth io Paragraph 14.'I is the minimum payment under this Agreement. 6.1,2 Subsequen[ payments for 6asic Sen�lces shall be made rt,onthly and shall 5e in proportion to services per- formed �cithin each Phase oi services, on the basis set forth in Artide �4. 6.1.3 If and to the extent ihat the Coniract Time initially established in the Contract for Construction is exceeded f�: , f �` ` or exiended through no fault ot the Architect, compensa- tion tor any �asic Services required 4or wch extendcd period oi Administration of lhe ConS(ruction Contracl shall be computed as set forth in Paragraph 14.4 ior Addi- tional Seroices. 6.1.4 �ti'hen compensation is based on a percentage o( Construction Cost, and any por[ions of the Projec[ are deleted or oiherwise not construc�ed, compensation for such portions of the Project shall be payable to the extent services are performed on such portions, in actordance �vith the schedule set forth in Subparagraph 142.2, bascd on (1) the lo�.-est bona fide bid or negotiated proposal or, (2) if no such bid or proposal is received, the most recent Staiement of Probable Construction Cost or Detailed Esti- mate of Construction Cost for such portions of the Project. 6,2 NAYMENTS ON ACCOUNT OF ADDITIONAL SERVICES 6.2.Y Payments on account of the Architect's Addi[ionai Services as deEined in Paragraph �J and for Reimbursablc Expenses as defined in Artide 5 shali be made mon[hly upon preseo[ation of the Architeci's statement of services rendered or expenses incurred. 63 PAY'MENTS WITHHELD 6.3.1 No deductions shal{ be made from the ArchitecYs compensation on account of penalry, liquidated damages or other sums withheld from payments to contrac[ors, or on account of the cost of changes in ihe Work other than those for which the Architect is held legally liable. b,q PROJECT SUSPENSION OR TERMINATION 6.4.1 If the Project is suspended or abandoned in whole or in part for more than three months, the Architect sh.11 be compensated for all services per(ormed prior to receipl of written notice from ihe pwner of such suspension or abandonment, togeiher with Reimbursable Expenses then due and zll Termination Expenses as defined in Paragraph �0.4. If the Project is resumed after bei�g suspended for more than three months, the Architect's compensation shall be equitably adjusted. ARTICLE 7 ARCHITECT'S ACCOUNTING RECORDS 7J Records of Reimbursab{e Expenses and expenses per- taining to Additional Services and services per(ormed on the hasis of a MuRiple oi Direct Personnel Expense shafl be kept on the basis of generally accepted accounting principles and shall be available to the Owner or lhc Owner's authorized representative at mutually convenicnl times. ARTICLE 8 OWNERSHIP AND USE OF DOCUMENTS 8J Drzwings and Specifications as insVUments of serv- ice are ar.d shall remain the property of the Architect whether the Project for which they a�e ma le is executed or not The Owner shail be pzrmitted to retain copies, in- duding reproducible copies, of Drawings and Speci(ic�- tions for informa[ion and refere�ce in connecUOn wiih the Owner's use and occupancy of [he Project The DrawinE;s and Speciiications shall not be used by the Owner on AIA DOCUMENT 6141 • OWiti;fi-TRCH�TKT AGREEMENT • THINTEENTH EDRION • W1Y19%.' • AIA� .�p l9i] � 1HE Ab1EFIUN INSTRUTE OF ARCHITECTS, 1735 NESM1' YORA AVENUE, N.lb'., N'ASHIRGTOti, D.G 2IXq6 B�Q�-j9]J ] other projeds, for additions to this Project, or (or comple- tion of lhu Project by others provided the Architect is not in de(ault under this Agreement, ercept by agreement in writin� and with appropriate tompensalion to the Archi- tect. 8.2 Submission or distri6ution to meet of(icia( regulatory requiremen[s or for other purposes in connedion with the Project is not to be construed as pu6licalion in derogation of the Architect's rights: ARTICLE 9 ARBI7RATION 9.1 All daims, disputes and other matters in question beriveen the parties to this Agreement, arising out of or relating to this Agreement or the breach thereof, shall be decided by arbitration in accordance with the Construo- tion Industry Arbitration Rules of the American Arbitra- tion Association then obtaining unless the parties mutu- ally agree othenvise. No arbitration, arising out of or re- lating to this Agreement, shall indude, by consolidation, joinder or in any other manner, any additional person not a party to this Agreement except by written consent con- taining a specific reference to this Agreement and signed by the Architect, the O�vner, and any other person sought ro be joined. Any consent to arbitration involving an ad- ditional person or persons shall not constitute consen[ to arbitration of any dispute not described therein or with any person not named or described therein. This Agree- ment to arbitrate and any aoreement to arbitrate with an additional person or persons duly consemed to by the parties to this Agreement shall be specificaliy enforceable under Ihe prevailing arbiVation law. 9.2 Notice of the demand tor arbitration shall be filed in writing with the other parey ro ihis Agreement and with the American Arbitration Association. The demand shaN 6e made wiihin a reasonable time after the daim, dispute or other matter in question has arisen. 1n no event shall the dema�id for arbitration be made after the date when institution of lega! or equitable proceedings based on such daim, dispute or ocher matEer in question wovld be barred by the applicable statute of limitations. 9.3 The a�vard rendered by the arbihators shall be final, and judgmen[ may be entered upon it in acmrdance with appliwbfe law in any court having jurisdidion thereof. ARTICLE 10 TERMINATiON OF AGREEMENT �0.7 This Agreement mzy be terminated by either party upon seven days' written notice shou{d the other party fail substa�tiaily to perform in accordance �vith its terms through no fault of the party initiafing the termination. '10.2 This Agreement may be terminated by the O�vner ❑pon at least seven days' written notice to the Architect in the event that the Project is permanentlq abandoned. 703 In ihe event of termina[ion not ihe faul, o` the Ar- chitect, the Architect shall be mmpensared for all sen�ices performed to termination date, together with Reimburs- able Expen>es then due an4 all Termination Expenses as defined in Paragraph 10.4, �� F 70.4 Termination Ezpenses inducle expenses direcdy at- tributable ro termination for which the Architect is not othenvise compensated, plus an amount computed as a percentage of Ihe total 6asic and Additional Compensa- tion eamed to the time of termination, as fallows: .7 20 percent if termination occurs during the Sche- matic �esign Phasc; or .2 10 percent if termination occurs during the Design Deveiopmen[ Phase; or .3 5 percent if termination occurs during any subse- quent phase. ARTICLE 1l MISCELLANEOUS PROVISIONS 11.1 Unless otherwise specified, this Agreement shall bc governed by the law of the principal place of 6usiness of Ihe Archited. 71.2 Terms in Ihis Agreement sha{I have the same mean- ing as those in AIA Document A201, General Conditions of the Contract for Construction, current as of ihe date of this Agreement. 11.3 As between ihe parties to this AgreemenL as to all acts or failures to aci by either party to this Agreement, any applicable statute oF limitations shall mmmence to run and any aileged cause of action shall be deemed to have accrued in any and all events not later than [he rcic- vam Date of Substantial Completion of the Work, and as to any aas or failures to act o:curring a(ter the relevant Date of Substantial Completion, not later than tbe date of issuance of the finaf Certificate for Paymen[. 71.4 The Owner and the Architect waive all rights against each other and against the conVactors, consult- ants, agents and employees of the other for damages cov- ered by zny property insurance during construction as set forth in the edRion of AIA Document A201, General Con- ditions, wrrent as of the date of this Agreement. TBc Owner and the Architect each shall require appropriate similar waivers from their contracrors, consultants and agents. ARTICLE '12 SUCCESSORS AND ASSIGNS 12J The Oti�ner and the Architect, respectively, bind themselves, their partners, successors, assigns and Iegal representatives to the other party to this Agreement and to the partnen, successors, assigns and legal representa- tives of such other party with respect to all covenants of this Agreement. Neither the Owner nor the Architect shall assign, sublet or transfer any interest in [his Agreement without the written consent of the othec ARTICtE �3 EXTENT OF AGREEMENT �3.1 This Agreement represents the entire and integraled agreemeni oehveen me Owner and the Architect and supersedes all prior negotiations, representations or agrce- ments, ei:her written or oraf. This Agreement may Uc amended only by writien instrument signed by both Owoer and Architect. AIA DON.ME�T Btil • OIVNER-ARCNRECT AC�.EEM1SE�T • THIkTfENTH EDITION �• 7ULV l9JJ • AIA� • Cil taf7 8 6147-19?7 TME A�IEHICAN IN571TUTE OF AkCHITEQS, lT3i NEN' YORK AVENUF, N.K'., \1'ASHIVGTON, D.C. :114M. .,�+�� y+M . A RTICLE 14 BASIS OF COMPENSATfON The O�vner shail compensate the Architect for the Scope of Services provided, in accordance with Artide 6, Payments to the Architect, and the other Terms and Conditions of Ihis Agreement, as follows: �4.7 AN INITIAL PAYMENTof (riOrie seqUired) 74.2 dollars (5 shall be made upon execution of this Agreement and credited to the Owner's account as follows: BASIC COMPENSATION 14.2J FOR BASIC SERVICES, as described in Paragraphs 1.� [hrough t5, and any other services induded in A.ticle 15 as part of 6asic Services, Basic Compensation shall be computed as follows: (Heie insert basls o! mmpensafion, induding lired amounts, mulfiples or percen[ages, and iden[ily PhaseS m which parlfcular metnods of compensa- tion apply, ii nec¢ssary.) For the preparation of Working Drawings, Specifications, Bidding Documents and assistance in Contract Awards, Compensation shall be a Lump Sum Amount of ONE THOUSANb NINE HUVDRED NINETY AND 2d0/100ths DOLLARS ($1,990.00) Observation of the Construction will be per£ormed as Additional Services. See Article 14.4 14.2.2 Where compensation is based on a Stipulated Sum or Percentage of Construc[ion Cost, payments f�r Basic Services shafl be made as provided in Subparagraph 6.�2, so that Basic Compensation for each Phase shall equal the following percentages of the total Basic Compensation payable: pndude any additional Phases as a➢P�opriate.) Schematic Design Phase: Design Development Phase: Construciion Documents Phase: Bidding or Negotiation Phase: �o�;e�usd��Rh�� percent ( 20 %) percent ( 25 %) percent ( 45 °!o) percent j 10 %� �ccenzkxx S� ) '143 FOR PROJ[CT REPRESENTATION BEYOND BASIC SEFVICES, as described in Paragraph tG, Compensation shal! be romputed separately in accordance wiih Subparagraph �.6.2. AIA DOCU,NENT Btil • OIYNER-ARCHITEQ AGFEEMENT • 7HIRTEENTH EDITION • JVL1' 19�i • qiq� . p yq;] THE Ab1ER1UN IKSTITUTE OF ARCHITEQS, 173i NEW YORK AVENUE, h.N'., N'ASHtNGTON, D.C. 70q)S B��i'i-j9i] 9 „w n. �. �. �.. �. �+_. . . . 14.4 COMRENSATION FOR ADD(TlONAL SERV{CES �� t4.4.� FOR ADDITIONAL SERVICES OF THE ARCHiTECT, as described in Paragraph �.7, and any othcr services in- cluded in Artide 75 as part of Additional Services, but exduding Additional Services of consultants, Compen- sation shall be computed as follows: . � fHere insert 6uis o( mmpmsa[ion, indudinS iates and/or multiples ol Dimct Personnel Expense !Or Piincipa(s urtd employees, anJ idenli(y Princ�pal. and dassify employres, if ieqvired. Identily spetilic zervices to which particular me�hods ol compencalion apply, il necessaryJ Principals' time at the fixed rate of THIP.TY FIVE DOLLARS ($35.00) per hour. For the purpose o£ this Agreement, Principals are Robert L. Yarbro Richard J. Kempinger 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_ 14.4.2 FOR ADD�TIONAL SERVICES OF CONSULTANTS, induding additional structural, mechanical and eleclrical engineering services and those provided under Subparagraph t7.21 or identified in Artide "IS as part of Addi- tional Services, a mul[iple of on2 point zero tW0 ( 1. 02 ) times the amounts bil4ccf to the Architect for such services. . UdznGly tpeci(ic types o( mnsultanb in Arfide U, i( required.) 14.5 FOR ftEIM6URSA6LE EXPENSES, as described i� Artide 5, and any other i[ems included in Article 15 as Reim- bursable Expenses, a multiple of (n0 charigej - ( ) times the amoun[s ca- pended by the Architect, the Architect's employees and consultants in the interest of the Project. �4.6 Payments due the Architect a�d unpaid under this Agreement shall bear interest from the date payment is due at the rate entered belo��, or in the absence thereof, at the legal rate prevailing at the principal place o( business of the Architect. (Heie insert any rale ol interes[ agreed uponJ fUsury laws and r¢qunemrnts under Ihc federal Truth in Lending AcL simiiar s:ate und local mnsumer oedR laws and Nhe. regulations a� thr Owner't and Architect's principal places o/ 6usiness, Ihe lo<ation of the Pmject and e[sea-here may afieu the vulidiry ot this pru�lsion. Spetl(ic irp.J ad✓��¢ should 6e obtained wi(h respen to Jeleliun, modi/i�afion, or otFer requirements such as wrilten disdoswes or waiversJ �4J The Owner and the Architect agree in accordance with the Terms and Conditions of this Agreement that: 74J.1 IF THE SCOPE of the Projec[ or of the Architect's Services is changed materially, the amounts of compensation shall be equitably adjusted. 14.7,2 IF THE SERVECES covered by this Agreement have not been compieted withln eighteen (1$months o( the date hereof, through no fault of the Architect, the amounis of mmpensation, rates and multiples set forth herein shall be equitably adjusted. AIA DOCUMENT-e111 • ON'NER-AHCHRECT AGREE��tENT • THIR7E6tiTH EDITION • jULY 7977 • AIA'� •(jlvq lO B747-19J% THE A,NERIUN LVSTITU7E OF AkCHITECTS, '1735 KEIV YOFK AVENUE, N.W., \VASHINGTON, D.0 20t%M, ARTICLE 75 OTHER CONDITIONS OR SERViCES Amend Article 5 as follows: 5.1.1 Add tne following: Non-reimbursable expenses are: 1. Local travel expenses 5.1.2 Add the following: ..nR. y: � . . � Reproduction of Drawings will be charged at $.12 per square foot. Reproduction o£ Specifications will be charged at $_O5 per page copy. No charqe wi11 be made for postage and handling or for long distance telephone calls. � 0 AIA OONMENT B141 • O\l'NER�ARCFIRECT AGBEEMENT • THIRTEENTH EDITI�N • �ULY t9:I • AVA''� � OO 19?7 THE ��1ERIUN I'iST1TUTE OF AkCHiTEQS, 113i NEN' YORA AVENUE, N.11'., �1'ASHINQON, D.G 2000o B��}�'�9!! �� ;" �.. I hereby certify that the necessary provisions have been made to pay the liability that will accrue under this Contract. By City Comptroller Approved as to Form gy Date Attorney for Owner This Agreement entered into as of the day and year fitst written above. C�]�SIx:7 ARCHITECT CITY OF OSHKOSH, WISCONSIY3 YARBRO-KEMPINGER ARCHI'f'E TS BY BY City Manager 1979 By BY City Clerk AIA DOCUMEhT 81a1 . OWNER-ARCHITECT AGREEMENT • THIRTEENTH EDRION • jULV 19T7 • AIA's . pp �9p 72 B��il'797% 7HE AMERIGN INAITUTE OF ARQIITEQS, �i3i NE\N yORK AVEFUE, N W., WASHINGTON, D.C. 7DOp6 N ri a � � c� � �� 1� c� U l� N Cf] +> � t� � o • U N m o � •� � a� +� � h0 0 �C ��1 h0 r�/l O � N N bD �; � � o��a „`,) a� ,1 3 o � � ,-� �n m +� a� � U 1� ri vi N O ,'� N U] F� Sa N N 1� � ry 1 � y � !� a 0 ro ¢ 0 E � O �-i +� O � ri m v 0 z � m N � ¢ ro v .� s. z� m U � . ._.__..__�_ �� '_ _.....�.� 1 � � C;,�;'�"... _� t ._-......._.__._.._...__ ._�.._� � ' �. rn � ti ` rn � x N � rN -1 N �J U � ti � �� Q U .. .. .. ,...n......-r. �