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Home My WebLink AboutSplit Rock Studios/Muesumo�� +�� . � .�. ; �3;�� OSHI�Q�N — Public M u se u m �:...�t�v> ~ 9 ��°��r>.��i. • ,�:,� r� PROFESSIONAL SERVICES AGREEMENT Desiqn Development with Split Rock Studios & Citv of Oshkosh/ Oshkosh Public Museum THIS AGREEMENT, made on the a5 day of i�1.:1� �D�� by and between the CITY OF OSHKOSH, party of the first part, hereinaft referred to as CITY, and Sommerville-Wilson Inc. dba Split Rock Studios located at 2071 Gateway Boulevard. Saint Paul, MN 55112, hereinafter referred to as the CONSULTANT, WITNESSETH: That the CITY and the CONSULTANT, for the consideration hereinafter named, agree as follows: (Note: If anything in the Proposal conflicts with the Request for Proposals or this document, the provisions in the Request for Proposals and this document shall govern.) ARTICLE I. PROJECT MANAGER A. Assignment of Project Manager. The CONSULTANT shall assign the following individual to manage the project described in this contract: Carrie Paulsen, Project Manager 651.631.2211 x732 cpaulsen@splitrockstudios.com B. Changes in Project Manager. The CITY shall have the right to approve or disapprove of any proposed change from the individual named above as Project Manager. The CITY shall be provided with a resume or other information for any proposed substitute and shall be given the opportunity to interview that person prior to any proposed change. ARTICLE II. CITY REPRESENTATIVE The CITY shall assign the following individual to manage the project described in this contract: Brad Larson, Director 920 236-5769 blarson@ci.oshkosh.wi.us Page 1 of 4 ARTICLE III. SCOPE OF WORK The CONSULTANT shall provide the engineering services described in the Consultant's "Oshkosh Public Museum Schedule and Deliverables" proposal dated August 12, 2015 and attached as Exhibit A. If anything in the Consultant's proposal conflicts with this agreement, the provisions in the agreement shall govern. and is incorporated into this agreement to the extent it does not conflict with the CITY'S Request for Proposals, or this agreement. The CONSULTANT may provide additional products and/or services if such products/services are requested in writing by the Authorized Representative of the CITY. ARTICLE IV. CITY RESPONSIBLITIES The CITY shall furnish, at the CONSULTANT'S request, such information as is needed by the CONSULTANT to aid in the progress of the project, providing it is reasonably obtainable from CITY records. To prevent any unreasonable delay in the CONSULTANT'S work the CITY will examine all reports and other documents and will make any authorizations necessary to proceed with work within a reasonable time period. ARTICLE V. TIME OF COMPLETION All work to be perFormed under this contract shall be completed on or before September 30th, 2016 unless the parties agree in writing to extend this date. ARTICLE VI. PAYMENT � A. The Contract Sum. The CITY shall pay to the CONSULTANT for the performance of the contract the not-to- exceed sum of $150,000.00 (One Hundred and Fifty Thousand Dollars) adjusted by any changes as provided in the proposal, or any changes hereafter mutually agreed upon in writing by the parties hereto. B. Method of Payment. The CONSULTANT shall submit itemized monthly statements for services. The CITY shall pay the CONSULTANT within 30 calendar days after receipt of such statement. If any statement amount is disputed, the CITY may withhold payment of such amount and shall provide to CONSULTANT a statement as to the reason(s) for withholding payment. C. Additional Costs. Costs for production and installation and any additional services shall be negotiated and set forth in a written amendment to this agreement Page 2 of 4 executed by both parties prior to proceeding with the work covered under the subject amendment. ARTICLE IV. CONSULTANT TO HOLD CITY HARMLESS The CONSULTANT covenants and agrees to protect and hold the CITY harmless against all actions, claims and demands of any kind or character whatsoever which may in any way be caused by or result from the intentional or negligent acts of the CONSULTANT, his agents or assigns, his employees or his subcontractors related however remotely to the performance of this Contract or be caused or result from any violation of any law or administrative regulation, and shall indemnify or refund to the CITY all sums including court costs, attorney fees and punitive damages which the CITY may be obliged or adjudged to pay on any such claims or demands within thirty (30) days of the date of the CITY'S written demand for indemnification or refund. ARTICLE V. INSURANCE The CONSULTANT shall provide insurance for this project that includes the CITY as an additional insured. The specific coverage required for this project are identified on a separate document. ARTICLE VI. TERMINATION A. For Cause. If the CONSULTANT shall fail to fulfill in timely and proper manner any of the obligations under this Agreement, the CITY shall have the right to terminate this Agreement by written notice to the CONSULTANT. In this event, the CONSULTANT shall be entitled to compensation for any satisfactory, usable work completed. B. For Convenience. The CITY may terminate this contract at any time by giving written notice to the CONSULTANT no later than 10 calendar days before the termination date. If the CITY terminates under this paragraph, then the CONSULTANT shall be entitled to compensation for any satisfactory work performed to the date of termination. This document and any specified attachments contain all terms and conditions of the Agreement and any alteration thereto shall be invalid unless made in writing, signed by both parties and incorporated as an amendment to this Agreement. Page 3 of 4 In the Presence of: (Seal of Contractor if a Corporation.) (Wi ne s) �� 2�� (V1/itness) APRROVED: � � . torney � � : : CONSULTANT (J�..- �c �� 4,�.d.a.�.� Erin Richardson, COO (Specify Title) (Specify Title) CITY OF OSHKOSH By: __�� Mar� A. Rohioff, City Manager . .� And: �� '�, Pamela R. Ubrig, City erk � I hereby certify that the necessary provisions have been made to pay the liability which will accrue under this contract. Page 4 of 4 �� -��-� City Comptroller EXHIBIT A Oshkosh Pubiic Museum Project Schedule *Subject to change* SCHEMATIC REVIEW PHASE Kick-off Meeting Split Rock Studios (SRS) will hold Schematic Review Meeting • Review existing concept design, as presented 8/29/14 • Review exhibit goals, objectives, and any staff/stakeholder September Z3rd & 24th� feedback 2015 • Review potential exhibit resources: artifacts, images, oral histories, etc. • Discuss architectural/building needs • Review budget SRS provides meeting notes (Project Brief) One week after meeting Schematic Design Presentation SRS submits final Schematic plan, including: • Scaled floor plan(s) with individual exhibit areas and major elements identified • Preliminary lighting, electrical, and finish plans • Preliminary TGA (text, graphics, & artifacts) with updated tn Week of November 9 , exhibit descriptions and content outline 2015 • Updated audiovisual and interactive descriptions • Graphic approach color palette, fonts, text hierarchy • Estimated cost of each area • Updated schedule • Present design package Client provides consolidated written comments One week after presentation DESIGN DEVELOPMENT PHASE Design Development I Presentation SRS submits Design Development I package including: • Updated detailed floor plan(s) and elevations including exhibit areas and major elements developed • Updated audiovisual, lighting, power/data and interior finish plans • Detailed floor plan for demolition and new wall construction • Digital finish board and finish schedule • Detailed TGA (text, graphics, & artifacts) o Text intent with headlines and draft images identified o Updated exhibit component list with descriptions o Draft treatments for audiovisual and interactive components o Preliminary artifact and image matrix • Preliminary art reference package • Updated graphic approach with graphic templates for major graphic types • Updated Cost Proposal • Updated schedule Presentation via WebEx Client provides consolidated written comments 2 Week of January 18tn, 2016 One week after presentation Design Development II Presentation SRS submits Design Development II package including: • Physical materials & color choices assembled on a finishes board • Final scaled floor plan(s) and elevations of all exhibit components clearly indicating design, construction techniques, finishes, etc. • Updated audiovisual, lighting, power/data and interior finish plans • Updated floor plan for demolition and new wall construction • Detailed TGA (text, graphics, & artifacts) with descriptions of all components o Written text for all panels including word counts and grade levels o Final image matrix with images and sources identified o Final artifact matrix, with sizes, photos, and special treatments for artifacts identified o Full treatments and production plan for all audiovisual and interactive elements • Final art reference package • Final graphic approach with FPO (for position only) images • Final Cost Proposal for fabrication and installation • Updated Schedule with pre-production, production, and installation phases Present design package in person Client provides written comments, approval to proceed PRODUCTION AND INSTALLATION PHASE Week of March 28th, 2016 One week after presentation Pre-Production • Produce construction drawings • Prepare production color and material samples • Create SOV for Pre-Production through Instailation • Complete all design and content revisions required for production • Provide creative directions on custom elements (artistic and electronic), specialty lighting, and mechanical and electromechanical devices April 11t'' — June 10t'', 2016 • Acquire artifacts for use in exhibit & finalize matrix • Acquire high-resolution images and associated usage rights • Submit final graphic layouts for client review, after approval output all graphics and photographic elements • Prepare all graphic production files and generate printed proofs; inspect for content errors and technical quality • Contract AV production team and purchase audiovisual hardware • Update Schedule with production and installation phases Client approves all graphic files and content revisions for �une 17th, 2016 production no later then Production ■ Output and mount final production graphics ■ Prepare artifacts and fabricate custom artifact mounting hardware ■ Fabricate all elements based on construction drawings ■ Fabricate custom elements such as models, maps, sculptures, and mechanical interactive exhibits ■ Purchase, fabricate or assemble and test all interactives and electronic components. Produce AV programs ■ Fabricate all murals, models and dioramas, make submittals June 3'd — September 9tn, for approval as needed 2016 ■ Fabricate all specialty items ■ Provide ongoing progress photos or videos as appropriate ■ Host site visits at SRS for on-site review meetings by the client. Ideally, at least one meeting, no less than four weeks prior to shipping, should be held for Client Team approval prior to shipping and installation ■ Perform ongoing supervision of subcontractors ■ Prepare and ship exhibits to site I Installation • Deliver, install, test and make all exhibits fully operational • Install murals, casework, graphics, artistic fabrication, artifacts, audiovisual and specialty items September 12tn _ • Aim and adjust lighting fixtures September 30th, 2016 • Walk-through inspection of completed exhibits • Correct any punch list items • Provide training for cleaning and maintenance • Provide maintenance manuals and closeout materials 5