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Res 2640 10/7/19801 RESOLUTION NO.a RESOLUTION APPROVING CONTRACT FOR ARCHITECTURAL SERVICES WITH CHARLES DUNHAM AND ASSOCIATES. BE IT RESOLVED BY THE BOARD OF ALDERMEN OF THE CITY OF WICHITA FALLS, TEXAS, THAT: That certain contract, a copy of which is attached hereto, between the City of Wichita Falls and Charles Dunham and Associates for architectural services required to remodel the church building at 7th and Bluff Streets in Wichita Falls is hereby approved, and the City Manager is authorized to execute the same for the City of Wichita Falls. PASSED AND APPROVED this the 7th day of October, 1980. MAYOR ATTEST: 0/ • Ai%4lL ! City Cl=rk L 1, c l THE AMERICAN INSTITUTE OF ARCHITECTS AIA Document B141 Standard Form of Agreementment Between Owner and Architec t 1977 EDITION THIS DOCUMENT DR CONSEQUENCES;CONSULTATION AN ATTORNEY IS ENCOURAGED RESPECT TO ITS COMPLETIONOR MODIFICATION AGREEMENT da of October in the year of Nineteen made as of the Sevent19B(Ojth ) Y Hundred and Eighty BETWEEN the Owner: CITY OF WICHITA FALLS Wichita Falls, Texas 76307 and the Architect: DUNHAM+ ASSOCIAlchitects & hplanningsConsultants308 Suite B/3915 Callfi F. Charles Dunham, Principal For the following Project: Include detailed description of Project location and scope.) The renovation and design of a new municipal court facility of approximately 4,500 square feet, inclusive of any elements incidental to that renovation, to be situated in an existing building located at the north- east intersection of Seventh and Bluff Streets, Wichita Falls, Texas. Architect' s Project No. 8021. The Owner and the Architect agree as set forth below. Copyright 1917, 1926, 1948, 1951, 1953, 195x, 1961, 1963, 1966, 1967, 1970, 1974, © 1977 by The American Institute of Architects, New h Washington, t2 Reproduction ot the material herein substantial quotation its provisions w tuterision of the AIA violates the copyright lawsofthe United States and will be subject to legal prosecution. MA DOCUMENT 6741 • 04YNFK-AKCIIITECt AC;KLk .ILM • 1FIIK1 LFN1fl EDITION • JULY 1977 • AHA0 • ©1977 6141-1977 1 111E AMERICAN INSTIL UIE OF ARCHITECTS, 1755 NEW YORE AVENUE, N.W., WASHINGTON, D.C. 20006 TERMS AND CONDITIONS OF AGREEMENT BETWEEN OWNER AND ARCHITECT ART ICLE 1 ments to previous Statements of Probable Construction Cost indicated by changes in requirements or general ARCHITECT'S SERVICES AND RESPONSIBILITIES market conditions. BASIC SERVICES 1.3.4 The Architect shall assist the Owner in connection with the Owner's responsibility for filing documents re- phases Architect's Basic Paragraphs 1.1 ter g the and quired for the approval of governmental authorities hav- phases described in Paragraphs 1.1 through 1.5 and ing jurisdiction over the Project. include normal structural, mechanical and electrical BIDDING OR NEGOTIATION PHASE engineering services and any other services included 1.4 approval of in Article 15 as part of Basic Services. 1.4.1 The Architect, following the Owner's app 1.1 SCHEMATIC DESIGN PHASE the Construction Documents and of the latest Statement 1.1.1 The Architect shall review the program furnished of Probable Construction Cost, shall assist the Owner in by the Owner to ascertain the requirements of the Project obtaining bids or negotiated proposals, and assist in awarding and preparing contracts for construction. and shall review-the understanding of such requirements 1 5 CONSTRUCTION PHASE—ADMINISTRATIONwiththeOwner. preliminary 1.1.2 The Architect shall provide a p N evalua- OF THE CONSTRUCTION CONTRACT tion of the program and the Project budget requirements, 1.5.1 The Construction Phase will commence with the each in terms of the other, subject to the limitations set award of the Contract for Construction and, together with forth in Subparagraph 3.2.1. the Architect's obligation to provide Basic Services under 1.1.3 The Architect shall review with the Owner alterna- this Agreement, will terminate when final payment to theicate tive approaches to design and construction of the Project. for tra for Payment is or a such or indue date, sixty of ayfinal Cthef Date 1.1.4 Based on the mutually agreed upon program and of Substantial Completion of the Work, whichever occurs Project budget requirements, the Architect shall prepare, first. for approval by the Owner, Schematic Design Documents consisting of drawings and other documents illustrating 1.5.2 Unless otherwise provided in this Agreement and the scale and relationship of Project components. incorporated in theadministration Contract Documents, e the Architect 1.1.5 The Architect shall submit to the Owner a State- tion as set forth below and in the edition of AIA Docu- area, of me or other er unit costs. Cost based on current ment A201, General Conditions of the Contract for Con- struction,volume or other unit costs. struction, current as of the date of this Agreement. 1.2 DESIGN DEVELOPMENT PHASE 1.5.3 The Architect shall be a representative of the 1.2.1 Based on the approved Schematic Design Docu- Owner during the Construction Phase, and shall advise ments and any adjustments authorized by the Owner in and consult with the Owner. Instructions to the Contrac- the program or Project budget, the Architect shall pre- tor shall be forwarded through the Architect. The Archi- pare, for approval by the Owner, Design Development tect shall have authority to act on behalf of the Owner Documents consisting of drawings and other documents only to the extent provided in the Contract Documents to fix and describe the size and character of the entire unless otherwise modified by written instrument in ac- Project as to architectural,structural,mechanical and elec- cordance with Subparagraph 1.5.16. trical systems, materials and such other elements as may 1.5.4 The Architect shall visit the site at intervals ap- be appropriate. propriate to the stage of construction or as otherwise 1.2.2 The Architect shall submit to the Owner a further agreed by the Architect in writing to become generally Statement of Probable Construction Cost. determine ewith in general if the Work ist pproceeding in Work accord- and 1.3 CONSTRUCTION DOCUMENTS PHASE ance with the Contract Documents. However, the Archi- 1.3.1 Based on the approved Design Development Doc- tect shall not be required to make exhaustive or con- uments and any further adjustments in the scope or qual- tinuous on-site inspections to check the quality or quan- ity of the Project or in the Project budget authorized by tity of the Work. On the basis of such on-site observa- the Owner, the Architect shall prepare, for.approval by tions as an architect, the Architect shall keep the Owner the Owner, Construction Documents consisting of Draw- informed of the progress and quality of the Work, and ings and Specifications setting forth in detail the require- shall endeavor to guard the Owner against defects and ments for the construction of the Project. deficiencies in the Work of the Contractor. 1.3.2 The Architect shall assist the Owner in the prepara- 1.5.5 The Architect shall not have control or charge of tion of the necessary bidding information, bidding forms, and shall not be responsible for construction means, the Conditions of the Contract, and the form of Agree- methods, techniques, sequences or procedures, or for ment between the Owner and the Contractor. safety precautions and programs in connection with the 1.3.3 The Architect shall advise the Owner of any adjust- Work, for the acts or omissions of the Contractor, Sub- AtA DOCUMENT 8141 • OWNER-ARCHITECT AGREEMENT • 1HIRTLENTH EDITION • JULY 1977 • AIAd • ©1977 THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE, N.W., WASHINGTON, D.C. 20006 8141-1977 3 contractors or any other persons performing any of the necessary or advisable for the implementation of the intent Work, or for the failure of any of them to carry out the of the Contract Documents,the Architect will have author- Work in accordance with the Contract Documents. ity to require special inspection or testing of the Work in 1.5.6 The Architect shall at all times have access to the accordance with the provisions of the Contract Docu- merits, whether or not such Work be then fabricated, in-Work wherever it is in preparation or progress. stalled or completed. 1.5.7 The Architect shall determine the amounts owing to the Contractor based on observations at the site and on 1.5.13 The Architect shall review and approve or take evaluations of the Contractor's Applications for Payment, other appropriate action upon the Contractor's submittals and shall issue Certificates for Payment in such amounts, such as Shop Drawings, Product Data and Samples, but as provided in the Contract Documents. only for conformance with the design concept of the Work and with the information given in the Contract1.5.8 The issuance of a Certificate for Payment shall Documents. Such action shall be taken with reasonable constitute a representation by the Architect to the Owner, promptness so as to cause no delay. The Architect's ap-based on the Architect's observations at the site as pro- proval of a specific item shall not indicate approval of an vided in Subparagraph 1.5.4 and on the data comprising assembly of which the item is a component.the Contractor's Application for Payment, that the Work has progressed to the point indicated; that, to the best of 1.5.14 The Architect shall prepare Change Orders for the Architect's knowledge,information and belief,the qual- the Owner's approval and execution in accordance with ity of the Work is in accordance with the Contract Docu the Contract Documents, and shall have authority to order menu (subject to an evaluation of the Work for con- minor changes in the Work not involving an adjustment formance with the Contract Documents upon Substantial in the Contract Sum or an extension of the Contract Time Completion, to the results of any subsequent tests re- which are not inconsistent with the intent of the Contract quired by or performed under the Contract Documents, Documents. to minor deviations from the Contract Documents cor- 1.5.15 The Architect shall conduct inspections to deter- rectable prior to completion,and to any specific qualifica- mine the Dates of Substantial Completion and final corn- tions stated in the Certificate for Payment); and that the pletion, shall receive and forward to the Owner for the Contractor is entitled to payment in the amount certified. Owner's review written warranties and related documents However, the issuance of a Certificate for Payment shall required by the Contract Documents and assembled by not be a representation that the Architect has made any the Contractor, and shall issue a final Certificate for Pay- examination to ascertain how and for what purpose the ment. Contractor has used the moneys paid on account of the 1.5.16 The extent of the duties, responsibilities and lien-Contract Sum. itations of authority of the Architect as the Owner's rep-1.5.9 The Architect shall be the interpreter of the re- resentative during construction shall not be modified or quirements of the Contract Documents and the judge of extended without written consent of the Owner, the Con- the performance thereunder by both the Owner and tractor and the Architect. Contractor. The Architect shall render interpretations nec- 1.6 PROJECT REPRESENTATION BEYOND BASIC SERVICESessaryfortheproperexecutionorprogressoftheWork with reasonable promptness on written request of either 1.6.1 If the Owner and Architect agree that more ex- the Owner or the Contractor, and shall render written de- tensive representation at the site than is described in cisions, within a reasonable time, on all claims, disputes Paragraph 1.5 shall be provided, the Architect shall pro- and other matters in question between the Owner and the vide one or more Project Representatives to assist the Contractor relating to the execution or progress of the Architect in carrying out such responsibilities at the site. Work or the interpretation of the Contract Documents. 1.6.2 Such Project Representatives shall be selected, em- 1.5.10 Interpretations and decisions of the Architect shall ployed and directed by the Architect, and the Architect be consistent with the intent of and reasonably inferable shall be compensated therefor as mutually agreed be- from the Contract Documents and shall be in written or tween the Owner and the Architect as set forth in an ex- graphic form. In the capacity of interpreter and judge, hibit appended to this Agreement, which shall describe the Architect shall endeavor to secure faithful perform- the duties, responsibilities and limitations of authority of ante by both the Owner and the Contractor, shall not such Project Representatives. show partiality to either, and shall not be liable for the 1.6.3 Through the observations by such Project Repre-result of any interpretation or decision rendered in good sentatives, the Architect shall endeavor to provide furtherfaithinsuchcapacity. protection for the Owner against defects and deficiencies 1.5.11 The Architect's decisions in matters relating to in the Work, but the furnishing of such project representa- artistic effect shall be final if consistent with the intent of tion shall not modify the rights, responsibilities or obliga- the Contract Documents. The Architect's decisions on lions of the Architect as described in Paragraph 1.5. any other claims, disputes or other matters, including 1.7 ADDITIONAL SERVICES those in question between the Owner and the Contractor, shall be subject to arbitration as provided in this Agree- The following Services are not included in Basic ment and in the Contract Documents. Services unless so identified in Article 15. They shall be provided if authorized or confirmed in writing by1.5.12 The Architect shall have authority to reject Work the Owner, and they shall be paid for by the Owner which does not conform to the Contract Documents. as provided in this Agreement, in addition to theWhenever, in the Architect's reasonable opinion, it is compensation for Basic Services. 4 6141-1977 AIA DOCUMENT B141 • OWNER-ARCHITECT AGREEMENT• THIRTEENTH EDITION • JULY 1977 • AIAB • ©1977THEAMERICANINSTITUTEOFARCHITECTS, 1735 NEW YORK AVENUE, N.W., WASHINGTON, D.C. 20006 1.7.1 Providing analyses of the Owner's needs, and pro- struction, and furnishing services as may be required in gramming the requirements of the Project. connection with the replacement of such Work. 1.7.2 Providing financial feasibility or other special 1.7.16 Providing services made necessary by the default studies. of the Contractor, or by major defects or deficiencies in 1.7.3 Providing planning surveys, site evaluations, envi- the Work of the Contractor, or by failure of performance of either the Owner or Contractor under the Contract forronmentalstudiesorcomparativestudiesofprospectiveConstruction. sites, and preparing special surveys, studies and submis- sions required for approvals of governmental authorities 1.7.17 Preparing a set of reproducible record drawings or others having jurisdiction over the Project. showing significant changes in the Work made during construction based on marked-up prints, drawings and1.7.4 Providing services relative to future facilities, sys- other data furnished by the Contractor to the Architect.toms and equipment which are not intended to be con- structed during the Construction Phase. 1.7.18 Providing extensive assistance in the utilization of any equipment or system such as initial start-up or testing,1.7.5 Providing services to investigate existing conditions adjusting and balancing, preparation of operation and or facilities or to make measured drawings thereof, or to maintenance manuals, training personnel for operation verify the accuracy of drawings or other information fur- and maintenance, and consultation during operation.Wished by the Owner. 1.7.19 Providing services after issuance to the Owner of1.7.6 Preparing documents of alternate, separate or the final Certificate for Payment, or in the absence of a sequential bids or providing extra services in connection final Certificate for Payment, more than sixty days after with bidding, negotiation or construction prior to the the Date of Substantial Completion of the Work. completion of the Construction Documents Phase, when 1.7.20 Preparing to serve or serving as an expert witnessrequestedbytheOwner. in connection with any public hearing, arbitration pro- 1.7.7 Providing coordination of Work performed by ceeding or legal proceeding. separate contractors or by the Owner's own forces. 1.7.21 Providing services of consultants for other than 1.7.8 Providing services in connection with the work of the normal architectural, structural, mechanical and elec- a construction manager or separate consultants retained trical engineering services for the Project. by the Owner. 1.7.22 Providing any other services not otherwise in- 1.7.9 Providing Detailed Estimates of Construction Cost, cluded in this Agreement or not customarily furnished in analyses of owning and operating costs, or detailed quan- accordance with generally accepted architectural practice. tity surveys or inventories of material, equipment and 1.8 TIMElabor. 1.8.1 The Architect shall perform Basic and Additional1.7.10 Providing interior design and other similar ser- Services as expeditiously as is consistent with professionalvicesrequiredfororinconnectionwiththeselection, skill and care and the orderly progress of the Work. Uponprocurementorinstallationoffurniture, furnishings and request of the Owner, the Architect shall submit for therelatedequipment. Owner's approval, a schedule for the performance of the 1.7.11 Providing services for planning tenant or rental Architect's services which shall be adjusted as required as spaces. the Project proceeds,and shall include allowances for peri- odsMakingrevisionsinDrawings, Specifications or ods of time required for the Owner's review and approval other documents when such revisions are Specifications inconsistent do o of submissions and for approvals of authorities having with written approvals or instructions jurisdiction over the Project.This schedule,when approvedpppreviouslygiven, by the Owner, shall not, except for reasonable cause, bearerequiredbytheenactmentorrevisionofcodes, laws exceeded by the Architect.or regulations subsequent to the preparation of such doc- uments or are due to other causes not solely within the control of the Architect. ARTICLE 2 1.7.13 Preparing Drawings,Specifications and supporting THE OWNER'S RESPONSIBILITIESdataandprovidingotherservicesinconnectionwith Change Orders to the extent that the adjustment in the 2.1 The Owner shall provide full information regarding Basic Compensation resulting from the adjusted Con- requirements for th'e Project including a program, which struction Cost is not commensurate with the services re- shall set forth the Owner's design objectives, constraints quired of the Architect, provided such Change Orders are and criteria, including space requirements and relation- required by causes not solely within the control of the ships, flexibility and expandability, special equipment and Architect. systems and site requirements. 1.7.14 Making investigations, surveys, valuations, inven 2.2 If the Owner provides a budget for the Project it tories or detailed appraisals of existing facilities, and serv- ices required in connection with construction performed Work during construction, and other costs which are the by the Owner, responsibility of the Owner, including those described in this Article 2 and in Subparagraph 3.1.2. The Owner shall,1.7.15 Providing consultation concerning replacement of at the request of the Architect, provide a statement of any Work damaged by fire or other cause during con- funds available for the Project,and their source. AIA DOCUMENT 9171 • OWNER-ARCHITECT AGREEMENT• THIRTEENTH EDITION • JULY 197' • AIA& • U 1977HEAMCitiLA',, it r'T,'Tf AR(.JIITEC15, 171, NEW NOR): AVENUE, N.W., WASHINGTON, D.C. 20006 B141-1977 5 2.3 The Owner shall designate, when necessary, a rep- signed, specified, selected or specially provided for by resentative authorized to act in the Owner's behalf with the Architect. respect to the Project. 1 he Owner or such authorized 3.1.3 Construction Cost does not include the compen- representative shall examine the documents submitted by sation of the Architect and the Architect's consultants, the Architect and shall render decisions pertaining thereto the cost of the land, rights-of-way, or other costs which promptly, to avoid unreasonable delay in the progress of are the responsibility of the Owner as provided in Arti- the Architect's services.de 2. 2.4 The Owner shall furnish a legal description and a certified land survey of the site, giving, as applicable, 3.2 RESPONSIBILITY FOR CONSTRUCTION COST grades and lines of streets, alleys, pavements and adjoin- 3.2.1 Evaluations of the Owner's Project budget, State- ing property; rights-of-way, restrictions, easements, en- ments of Probable Construction Cost and Detailed croachments, zoning, deed restrictions, boundaries and Estimates of Construction Cost, if any, prepared by the contours of the site; locations, dimensions and complete Architect, represent the Architect's best judgment as a data pertaining to existing buildings, other improvements design professional familiar with the construction indus- and trees; and full information concerning available serv- try. It is recognized, however, that neither the Architect ice and utility lines both public and private, above and nor the Owner has control over the cost of labor, mate- below grade, including inverts and depths. rials or equipment, over the Contractor's methods of de- 2.5 The Owner shall furnish the services of soil engi- termining bid prices, or over competitive bidding, market neers or other consultants when such services are deemed or negotiating conditions. Accordingly, the Architect necessary by the Architect. Such services shall include test cannot and does not warrant or represent that bids or borings, test pits, soil bearing values, percolation tests, air negotiated prices will not vary from the Project budget and water pollution tests, ground corrosion and resistivity proposed, established or approved by the Owner, if any, tests, including necessary operations for determining sub- or from any Statement of Probable Construction Cost or soil, air and water conditions, with reports and appropri- other cost estimate or evaluation prepared by the Archi- ate professional recommendations. tect. 2.6 The Owner shall furnish structural, mechanical, 3.2.2 No fixed limit of Construction Cost shall be estab- chemical and other laboratory tests, inspections and re- lished as a condition of this Agreement by the furnishing, ports as required by law or the Contract Documents. proposal or establishment of a Project budget under Sub- paragraph 1.1.2 or Paragraph 2.2 or otherwise, unless such 2.7 The Owner shall furnish all legal, accounting and in fixed limit has been agreed upon in writing and signed by surance counseling services as may be necessary at any the parties hereto. If such a fixed limit has been estab- time for the Project, including such auditing services as lished, the Architect shall be permitted to include con- the Owner may require to verify the Contractor's Applica- tingencies for design, bidding and price escalation, to de- lions for Payment or to ascertain how or for what pur- termine what materials, equipment, component systems poses the Contractor uses the moneys paid by or on be- and types of construction are to be included in the Con- half of the Owner. tract Documents, to make reasonable adjustments in the 2.8 The services, information, surveys and reports re- scope of the Project and to include in the Contract Docu- quired by Paragraphs 2.4 through 2.7 inclusive shall be ments alternate bids to adjust the Construction Cost to the furnished at the Owner's expense, and the Architect shall fixed limit. Any such fixed limit shall be increased in the be entitled to rely upon the accuracy and completeness amount of any increase in the Contract Sum occurring thereof. after execution of the Contract for Construction. 2.9 If the Owner observes or otherwise becomes aware 3.2.3 If the Bidding or Negotiation Phase has not corn- of any fault or defect in the Project or nonconformance menced within three months after the Architect submits with the Contract Documents, prompt written notice the Construction Documents to the Owner, any Project thereof shall be given by the Owner to the Architect. budget or fixed limit of Construction Cost shall be ad- 2.10 The Owner shall furnish required information and justed to reflect any change in the general level of prices services and shall render approvals and decisions as ex- in the construction industry between the date of submis- peditiously as necessary for the orderly progress of the sion of the Construction Documents to the Owner and Architect's services and of the Work. the date on which proposals are sought. 3.2.4 If a Project budget or fixed limit of Construction ARTICLE 3 Cost (adjusted as provided in Subparagraph 3.2.3) is ex- ceeded by the lowest bona fide bid or negotiated pro- CONSTRUCTION COST posal, the Owner shall (1) give written approval of an 3.1 DEFINITION increase in such fixed limit, (2) authorize rebidding or re- negotiating of the Project within a reasonable time, (3) if 3.1.1 The Construction Cost shall be the total cost or the Project is abandoned, terminate in accordance with estimated cost to the Owner of all elements of the Project Paragraph 10.2, or (4) cooperate in revising the Project designed or specified by the Architect. scope and quality as required to reduce the Construction 3.1.2 The Construction Cost shall include at current Cost. In the case of (4), provided a fixed limit of Construc- market rates, including a reasonable allowance for over- tion Cost has been established as a condition of this Agree- head and profit, the cost of labor and materials furnished ment, the Architect,without additional charge, shall mod- by the Owner and any equipment which has been de- ify the Drawings and Specifications as necessary to comply AIA DOCUMENT 9141 • OWNER-ARCHITECT AGREEMENT• THIRTEENTH EDITION• JULY 1977 • AIAS• ©1977 6 B141-1977 THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE, N.W., WASHINGTON, D.C. 20006 with the fixed limit.The providing of such service shall be or extended through no fault of the Architect, compensa- the arising from the tion tor any Basic Services required for such extended the establishment of the such responsibility mit, a g period of Administration of the Construction ContractshallbecomputedassetforthinParagraph14.4 for Addi- performed, c shat of sent fixed limit, and having done er the P shall be entitled to compensation for all services tional Services. performed, in accordance with this Agreement, whether or not the Construction Phase is commenced. 6.1.4 When compensation is based on a percentage of Construction Cost, and any portions of the Project are ARTICLE 4 deleted or otherwise not constructed, compensation for such portions of the Project shall be payable to the extent DIRECT PERSONNEL EXPENSE services th the scl>edulersetfforth in Subparagraph 14.2.2, accordance 4.1 Direct Personnel Expense is defined as the direct sal- on (1) the lowest bona fide bid or negotiated proposal or, aces and all the portion personnel their mandatorynd the Proj- (2) if no such hid or proposal is received, the most recent ect, and the portion of the cost of their mandatory and Statement of Probable Construction Cost or Detailed Esti- as contributions and benefits related thereto,such mate of Construction Cost for such portions of the Project. as employment taxes and other statutory employee beonns PAYMENTS ON ACCOUNT OF fits, insurance, sick leave, holidays, vacations, pensions 6.2 and similar contributions and benefits. ADDITIONAL SERVICES 6.2.1 Payments on account of the Architect's Additional ARTICLE 5 Services as defined in Paragraph 1.7 and for Reimbursable Expenses as defined in Article 5 shall be made monthly REIMBURSABLE EXPENSES upon presentation of the Architect's statement of services 5.1 Reimbursable Expenses are in addition to the Corn- rendered or expenses incurred. pensation for Basic and Additional Services and include 6.3 PAYMENTS WITHHELD actual expenditures made by the Architect and the Archi- tect's ProjeProject for and consultants listed t ed in the following fSub- compensation on laccount shall be from the Architect's liquidated damages Project for the expenses listed in the or other sums withheld from payments to contractors, or paragraphs: on account of the cost of changes in the Work other than 5.1.1 Expense of transportation in connection with the Project; living expenses in connection with out-of-town those for which the Architect is held legally liable. travel; long distance communications, and fees paid for 6.4 PROJECT SUSPENSION OR TER IN or TIO Boned in whole securing approval of authorities having jurisdiction over 6.4.1 the Project. or in part for more than three months,the Architect shallpt 5.1.2 Expense of reproductions, postage and handling of be co pensa edefrom the services p rfor se hprior to roc ipt Drawings, Specifications and other documents, excluding of reproductions for the office use of the Architect and the abandonment, together with Reimbursable Expenses then Architect's consultants. due and all Termination Expenses as defined in Paragraph 5.1.3 Expense of data processing and photographic pro- 10.4. If the Project is resumed after being suspended for duction techniques when used in connection with Addi- more than three months, the Architect's compensation shall be equitably adjusted. tional Services. 5.1.4 If authorized in advance by the Owner, expense of ARTICLE 7 overtime work requiring higher than regular rates. ARCHITECT'S ACCOUNTING RECORDS 5.1.5 Expense of renderings, models and mock-ups re- ARCHITECT'S ACCOUNTING RECORDS quested by the Owner. 7.1 Records of Reimbursable Expenses and expenses per- taining to Additional Services and services performed on5.1.6 limit Expense of any additional insurance coverage or the basis of a Multiple Services of Direct Personnel Expense shall limits, including professional liability insurance, requested by the Owner in excess of that normally carried by the be kept on the basis of generally accepted accounting Architect and the Architect's consultants. principles and shall be available to the Owner or the Owner's authorized representative at mutually convenient ARTICLE 6 times. PAYMENTS TO THE ARCHITECT ARTS8 6.1 PAYMENTS ON ACCOUNT OF BASIC SERVICES OWNERSHIP AND USE OF DOCUMENTS 6.1.1 An initial payment as set forth in Paragraph 14.1 is 8.1 Drawings and Specifications as instruments of serv- the minimum payment under this Agreement.ice are and shall remain the property of the Architect 6.1.2 Subsequent payments for Basic Services shall be whether the Project for which they are made is executed in proportion to services per- or not. The Owner shall be permitted to retain copies, in- formed be p Drawings and Specifica- forth within and shall P cluding p formed Article each Phase of services, on the basis set reproducible copies, of Dr g forth in Article 14. lions for information and reference in connection with the 6.1.3 If and to the extent that the Contract Time initially Owner's use and occupancy of the Project. The Drawings established in the Contract for Construction is exceeded and Specifications shall not be used by the Owner on h• 0 1977 8141-1977 7 111E AMERICAN INSIIIUIE Of ARCIIIIEC IS, 1/.3S NEW YORK AVENUE, N.W., WASf11NGTOh:, L.C. 20006 AIA DOCUMENT 8141 • OWNER-ARC H H JULY AGRI PAINT • THIRTEENT EDITION • EY 1977 • AlA other projects, for additions to this Project, or for comple- 10.4 Termination Expenses include expenses directly at- tion of this Project by others provided the Architect is not tributable to termination for which the Architect is not in default under this Agreement, except by agreement in otherwise compensated, plus an amount computed as a writing and with appropriate compensation to the Archi- percentage of the total Basic and Additional Compensa- tect. tion earned to the time of termination, as follows: 8.2 Submission or distribution to meet official regulatory 1 20 percent if termination occurs during the Sche- requirements or for other purposes in connection with the matic Design Phase; or Project is not to be construed as publication in derogation 2 10 percent if termination occurs during the Design of the Architect's rights. Development Phase; or 3 5 percent if termination occurs during any subse- ARTICLE 9 quent phase. ARBITRATION ARTICLE 11 9.1 All claims, disputes and other matters in question MISCELLANEOUS PROVISIONSbetweenthepartiestothisAgreement, arising out of or relating to this Agreement or the breach thereof, shall be 11.1 Unless otherwise specified, this Agreement shall be decided by arbitration in accordance with the Construc- governed by the law of the principal place of business of tion Industry Arbitration Rules of the American Arbitra- the Architect. tion Association then obtaining unless the parties mutu- 11.2 Terms in this Agreement shall have the same mean- ally agree otherwise. No arbitration, arising out of or re- ing as those in AIA Document A201, General Conditions lating to this Agreement, shall include, by consolidation, of the Contract for Construction, current as of the date joinder or in any other manner, any additional person not of this Agreement. a party to this Agreement except by written consent con- 11.3 As between the parties to this Agreement: as to alltainingaspecificreferencetothisAgreementandsignedactsorfailurestoactbyeitherpartytothisAgreement,by the Architect, the Owner, and any other person sought any applicable statute of limitations shall commence totobejoined. Any consent to arbitration involving an ad- run and any alleged cause of action shall be deemed toditionalpersonorpersonsshallnotconstituteconsenttohaveaccruedinanyandalleventsnotlaterthantherele-arbitration of any dispute not described therein or with vant Date of Substantial Completion of the Work, and as any person not named or described therein. This Agree- to any acts or failures to act occurring after the relevantmenttoarbitrateandanyagreementtoarbitratewithanDateofSubstantialCompletion, not later than the date ofadditionalpersonorpersonsdulyconsentedtobytheissuanceofthefinalCertificateforPayment. parties to this Agreement shall be specifically enforceable 11.4 The Owner and the Architect waive all rightsundertheprevailingarbitrationlaw. against each other and against the contractors, consult-9.2 Notice of the demand for arbitration shall be filed in ants, agents and employees of the other for damages cov- writing with the other party to this Agreement and with Bred by any property insurance during construction as settheAmericanArbitrationAssociation. The demand shall forth in the edition of AIA Document A201, General Con-be made within a reasonable time after the claim, dispute ditions, current as of the date of this Agreement. The or other matter in question has arisen. In no event shall Owner and the Architect each shall require appropriatethedemandforarbitrationbemadeafterthedatewhensimilarwaiversfromtheircontractors, consultants andinstitutionoflegalorequitableproceedingsbasedonagents. such claim, dispute or other matter in question would be barred by the applicable statute of limitations. ARTICLE 12 9.3 The award rendered by the arbitrators shall be final, and judgment may be entered upon it in accordance with SUCCESSORS AND ASSIGNS applicable law in any court having jurisdiction thereof. 12.1 The Owner and the Architect, respectively, bind themselves, their partners, successors, assigns and legal representatives to the other party to this Agreement andARTICLE10tothepartners, successors, assigns and legal representa- TERMINATION OF AGREEMENT tives of such other party with respect to all covenants of this Agreement. Neither the Owner nor the Architect shall10.1 This Agreement may be terminated by either party assign, sublet or transfer any interest in this Agreementuponsevendays' written notice should the other party without the written consent of the other.fail substantially to perform in accordance with its terms through no fault of the party initiating the termination. ARTICLE 1310.2 This Agreement may be terminated by the Owner upon at least seven days' written notice to the Architect EXTENT OF AGREEMENTintheeventthattheProjectispermanentlyabandoned. 13.1 This Agreement represents the entire and integrated 10.3 In the event of termination not the fault of the Ar- agreement between the Owner and the Architect and chitect, the Architect shall be compensated for all services supersedes all prior negotiations, representations or agree- performed to termination date, together with Reimburs- ments, either written or oral. This Agreement may beableExpensesthendueandallTerminationExpensesasamendedonlybywritteninstrumentsignedbybothdefinedinParagraph10.4. Owner and Architect. AIA DOCUMENT 8141 • OWNER-ARCHITECT AGREEMENT • THIRTEENTH EDITION • JULY 1977 • AIA' • (.4)197788141-1977 THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE, N.W., WASHINGTON, D.C. 20006 ARTICLE 14 BASIS OF COMPENSATION The Owner shall compensate the Architect for the Scope of Services provided, in accordance with Article 6, Payments to the Architect, and the other Terms and Conditions of this Agreement, as follows: 14.1 AN INITIAL PAYMENT of Five Hundred and No/100 dollars ($500.00 ) shall be made upon execution of this Agreement and credited to the Owner's account as follows: Said payment shall be credited to the Owner's account and applied to the last payment. 14.2 BASIC COMPENSATION 14.2.1 FOR BASIC SERVICES, as described in Paragraphs 1.1 through 1.5, and any other services included in Article 15 as part of Basic Services, Basic Compensation shall be computed as follows: Here insert basis of compensation, including fixed amounts, multiples or percentages, and identify Phases to which particular methods of compensa- tion apply,if necessary.) A. Compensation for services rendered by principals, employees and consultants shall be based on a Percentage of Construction Cost not to exceed twelve percent (12%) . Said compensation shall be computed on a single, stipulated sum, low bid cont- ract proposal before deductive proposals are accepted. B. Should the scope of this project change significantly, the herein named architect agrees to negotiate and modify the aforementioned percentage in proportion to the proposed increase in that scope. 14.2.2 Where compensation is based on a Stipulated Sum or Percentage of Construction Cost, payments for Basic Services shall be made as provided in Subparagraph 6.1.2, so that Basic Compensation for each Phase shall equal the following percentages of the total Basic Compensation payable: Include any additional Phases as appropriate.) Schematic Design Phase: twenty percent( 20 %) Design Development Phase: twenty percent( 20 %) Construction Documents Phase: • forty percent( 40 %) Bidding or Negotiation Phase: fi ve percent( 5 %) Construction Phase: fi fteen percent( 15 O.,) Total : one hundred percent(100%) 14.3 FOR PROJECT REPRESENTATION BEYOND BASIC SERVICES, as described in Paragraph 1.6, Compensation shall be computed separately in accordance with Subparagraph 1.6,2. A11. DOCUMENT 6141 • OWNER-ARCHITECT AGREEMENT • THIRTEENTH EDITION • JULY 1977 • AIM) • ©1977 MIL AMERICAN INSIItUTE OF ARC1111ECIs, 1735 NLW YORK AVER-il'F, N.W., WASIiINGION, D.C. 20006 B141-1977 9 14.4 COMPENSATION FOR ADDITIONAL SERVICES 14.4.1 FOR ADDITIONAL SERVICES OF THE ARCHITECT, as described in Paragraph 1.7, and any other services in- cluded in Article 15 as part of Additional Services, but excluding Additional Services of consultants, Compen- sation shall be computed as follows: Here insert basis of compensation, including rates and/or multiples of Direct Personnel Expense for Principals and employees,and identify Principals and classify employees,if required. Identify specific services to which particular methods of compensation apply, if necessary.) A. Principal 's time at the fixed rate of thirty dollars ($30.00) per hour. For the purposes of this Agreement, the Principal is F. Charles Dunham. B. Associates time at the fixed rate of twenty-five dollars 25.00) per hour. C. Clerical time at. a fixed rate of ten dollars ($10.00) per hour. 14.4.2 FOR ADDITIONAL SERVICES OF CONSULTANTS, including additional structural, mechanical and electrical engineering services and those provided under Subparagraph 1.7.21 or identified in Article 15 as part of Addi- tional Services,a multiple of one and 15/100 1. 15 times the amounts billed to the Architect for such services. Identify specific types of consultants in Article 15,it required.) 14.5 FOR REIMBURSABLE EXPENSES,as described in Article 5, and any other items included in Article 15 as Reim- bursable Expenses,a multiple of one and 10/100 1. 10 times the amounts ex- pended by the Architect, the Architect's employees and consultants in the interest of the Project. 14.6 Payments due the Architect and unpaid under this Agreement shall bear interest from the date payment is due at the rate entered below, or in the absence thereof, at the legal rate prevailing at the principal place of business of the Architect. Here insert any rate of interest agreed upon.) Usury laws and requirements under the Federal Truth in Lending Act, similar state and local consumer credit laws and other regulations at the Owner's and Architect's principal places of business, the location of the Project and elsewhere may affect the validity of this provision.Specific legal advice should he obtained with respect to deletion, modification, or other requirements such as written disclosures or waivers.) 14.7 The Owner and the Architect agree in accordance with the Terms and Conditions of this Agreement that: 14.7.1 IF THE SCOPE of the Project or of the Architect's Services is changed materially, the amounts of compensation shall be equitably adjusted. 14.7.2 IF THE SERVICES covered by this Agreement have not been completed within twelve 13 months of the date hereof, through no fault of the Architect, the amounts of compensation, rates and multiples set forth herein shall be equitably adjusted. AIA DOCUMENT 8141 • OWNER-ARCHITECT AGREEMENT• THIRTEENTH EDITION • JULY 1977 • AIA®• ©1977 10 8141-1977 THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE, N.W., WASHINGTON, D.C. 20006 ARTICLE 15 OTHER CONDITIONS OR SERVICES 15.1 ARBITRATION, ARTICLE 9, shall not be a part of this agreement and is therefore null and void. AIA DOCUMENT B141 • OWNER-ARCHITECT AGREEMENT• THIRTEENTH EDITION • JULY 1977• AIA® • ©1977 THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE, N.W., WASHINGTON, D.C. 20006 B141-1977 11 NOTE: "The Texas Board of Architectural Examoners, 5555 N. Lamar Blvd. , Bldg. H-117, Austin, Texas 78751, phone 512/458-1363, has jurisdiction over individuals licensed under the Architect's Registration Law, Article 249a, VTCS." This Agreement entered into as of the day and year first written above. OWNER CITY OF WICHITA FALLS ARCHITECT DUNHAM+ASSOCIATES Wichita Falls, Texas Architects & Planning Consultants B Mr. Stuart A. Bach BY r F.C. Dunham City Manager Principal AIA DOCUMENT 0141 • OWNER-ARCHITECT AGREEMENT• THIRTEENTH EDITION • JULY 1977 • AIA® • ©1977 12 B141-1977 THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE, N.W., WASHINGTON, D.C. 20006