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Res 2157 6/6/1978w A RESOLUTION NO. ot/ 7 RESOLUTION APPROVING CONTRACT BETWEEN THE CITY OF WICHITA FALLS AND JOE B. ROBERTS FOR ARCHITECTURAL SERVICES RELATIVE TO THE REMODELING AND ADDITION TO THE BAGGAGE CLAIM FACILITIES AT THE MUNICIPAL AIRPORT TERMINAL BUILDING. 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 Joe B. Roberts for architectural services relative to the remodeling and addi- tion to the baggage claim facilities at the Municipal Airport Terminal Building is hereby approved, and the City Manager is authorized to execute the same for the City of Wichita Falls. PASSED AND APPROVED this the 6th day of June, 1978. Y 7 r TAI ..f M A Y O R ATTEST: City Clerk THE AMERICAN INSTITUTE OF ARCHITECTS 641 AIA Document B141 Standard Form of Agreement Between Owner and Architect THIS DOCUMENT HAS IMPORTANT LEGAL CONSEQUENCES; CONSULTATION WITH AN ATTORNEY IS ENCOURAGED WITH RESPECT TO ITS COMPLETION OR MODIFICATION AGREEMENT made this seventeenth day of May in the year of Nineteen Hundred and seventy eight. BETWEEN the Owner:The City of Wichita Falls 1301 Sixth St. Vic'ait Fulls, T@xE, 76-<)1 _ and the Architect: Joe Be Robert s 1207 Brook Ave. Wichita Falls, Tex?:,, 75301 For the following Project: Include detailed description of Project location and scope) Remodel addition to the baggsge clan: :F'sci_itio;; Municipal Airport Terminal Bailding, Wichita Falls, Texas. The Owner and the Architect agree as set forth below. MA DOCUMENT 0141 • OWNER-ARCHITECT AGREEMENT • JANUARY 1974 EDITION • AIAAA • 01974 THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVE., N.W., WASHINGTON, D.C. 20006 p FIXED FEE I. THE ARCHITECT shall provide professional services for the Project in accordance with the TermsandConditionsofthisAgreement. II. THE OWNER shall compensate the Architect, in accordance with the Terms and Conditions of thisAgreement. A. FOR BASIC SERVICES, as described in Paragraph 1.1, Basic Compensation shall be computed on the basis of a FIXED FEE of five thousandnd seven hC.r'i.dre6 Flr_dTiffysevendollars ($ 5 ,757. 00 B. FOR ADDITIONAL SERVICES, as described in Paragraph 1.3, compensation computed as follows: 1. Principals' time at the fixed rate of tvient j dollars ($ :0. 00 ) per hour. For the purpose of this Agreement, the Principals are: Joe B. Robert;; 2. Employees' time (other than Principals) at a multiple of times the employees' Direct Personnel Expense as defined in Article 4. 3. Services of professional consultants at a multiple of times the amount billed to the Architect for such services. C. AN INITIAL PAYMENT of Ttc,ne, dollars ($ 0.00 ) shall be made upon the execution of this Agreement and credited to the Owner's account. D. FOR REIMBURSABLE EXPENSES, amounts expended as defined in Article 5. III. THE OWNER AND ARCHITECT agree in accordance with the Terms and Conditions of this Agree-ment that: A. IF SCOPE of the Project is changed materially, compensation shall be the subject to renegotia-tion. B. IF THE SERVICES covered by this Agreement have not been completed within months of the date hereof, the amounts of compensation, rates and multiples set forth in Paragraph II shall be subject to renegotiation. AIA DOCUMENT B141 • OWNER-ARCHITECT AGREEMENT • JANUARY 1974 EDITION • AIA® • 01974THEAMERICANINSTITUTEOFARCHITECTS, 1735 NEW YORK AVE., N.W., WASHINGTON, D.C. 20006 2 TERMS AND CONDITIONS OF AGREEMENT BETWEEN OWNER AND ARCHITECT ARTICLE 1 of Probable Construction Cost, shall assist the Owner in obtaining bids or negotiated proposals, and in awardingSERVICESandpreparingconstructioncontracts. 6 1.1 BASIC SERVICES CONSTRUCTION PHASE—ADMINISTRATION The Architect's Basic Services consist of the five OF THE CONSTRUCTION CONTRACT phases described below and include normal strut- 1.1.10 The Construction Phase will commence with thetural, mechanical and electrical engineering services award of the Construction Contract and will terminate and any other services included in Article 14 as when the final Certificate for Payment is issued to theBasicServices. Owner. SCHEMATIC DESIGN PHASE 1.1.11 The Architect shall provide Administration of the 1.1.1 The Architect shall review the program furnished Construction Contract as set forth in AIA Document Alo7 or by the Owner to ascertain the requirements of the Project A201, General Conditions of the Contract for Construe and shall confirm such requirements to the Owner. tion, and the extent of his duties and responsibilities and the limitations of his authority as assigned thereunder1.1.2 Based on the mutually agreed upon program, the shall not be modified without his written consent.Architect shall prepare Schematic Design Studies consist- 1.1.12 The Architect, as the representative of the Owneringofdrawingsandotherdocumentsillustratingthe scale and relationship of Project components for ap- during the Construction Phase, shall advise and consult proval by the Owner.with the Owner and all of the Owner's instructions to the Contractor shall be issued through the Architect. The1.1.3. The Architect shall.submit to the Owner a State- Architect shall have authority to act on behalf of thementof. Probable Construction Cost based on current Owner to the extent provided in the General Conditions area, volume or other unit costs. unless otherwise modified in writing. DESIGN DEVELOPMENT PHASE 1.1.13 The Architect shall at all times have access to 1.1.4 The Architect shall prepare from the approved the Work wherever it is in preparation or progress. Schematic Design Studies, for approval by the Owner, the 1.1.14 The Architect shall make periodic visits to, theDesignDevelopmentDocumentsconsistingofdrawingssitetofamiliarizehimselfgenerallywiththeprogressandandotherdocumentstofixanddescribethesizeandqualityoftheWorkandtodetermineingeneralifthecharacteroftheentireProjectastostructural, mechani- Work is proceeding in accordance with the Contractcalandelectricalsystems, materials and such other essen- Documents. On the basis of his on-site observations asfiatsasmaybeappropriate. an architect, he shall endeavor to guard the Owner 1.1.5 The Architect shall submit to the Owner a further against defects and deficiencies in the Work of the Con- Statement of Probable Construction Cost.tractor. The Architect shall not be required to make exhaustive or continuous on-site inspections to check theCONSTRUCTIONDOCUMENTSPHASE quality or quantity of the Work. The Architect shall not be responsible for construction means, methods, tech-1.1.6 The Architect shall prepare from the approved Design Development Documents, for approval by the piques, sequences or procedures, or for safety precautions Owner, Drawings and Specifications setting forth in and programs in connection with the Work, and he shall detail the requirements for the construction of the entire not be responsible for the Contractor's failure to carry out Project including the necessary bidding information, and the Work in accordance with the Contract Documents. shall assist in the preparation of bidding forms, the Con- 1.1.15 Based on such observations at the site and onditionsoftheContract, and the form of Agreement the Contractor's Applications for Payment, the ArchitectbetweentheOwnerandtheContractor.shall determine the amount owing to the Contractor and shall issue Certificates for Payment in such amounts. The1.1.7 The Architect shall advise the Owner of any adjustments to previous Statements of Probable Con- issuance of a Certificate for Payment shall constitute a struction Cost indicated by changes in requirements or representation by the Architect to the Owner, based on general market conditions. the Architect's observations at the site as provided in Subparagraph 1.1.14 and the data comprising the Appli-1.1.8 The Architect shall assist the Owner in filing the cation for Payment, that the Work has progressed to the required documents for the approval of governmental point indicated; that to the best of the Architect's knowl- authorities having jurisdiction over the Project.edge, information and belief, the quality of the Work is BIDDING OR NEGOTIATION PHASE in accordance with the Contract Documents (subject to an evaluation of the Work for conformance with the1.1.9 The Architect, following the Owner's approval of Contract Documents upon Substantial Completion, to thetheConstructionDocumentsandofthelatestStatementresultsofanysubsequenttestsrequiredbytheContract AIA DOCUMENT B141 • OWNER-ARCHITECT AGREEMENT • JANUARY 1974 EDITION • AIAO • 01974THEAMERICANINSTITUTEOFARCHITECTS, 1735 NEW YORK AVE., N.W., WASHINGTON, D.C. 20006 3 Documents, to minor deviations from the Contract Docu- 1.2.4 Through the on-site observations by Full-Time ments correctable prior to completion, and to any specific Project Representatives of the Work in progress, the Ar- qualifications stated in the Certificate for Payment); and chitect shall endeavor to provide further protection for that the Contractor is entitled to payment in the amount the Owner against defects in the Work, but the furnish- certified. By issuing a Certificate for Payment, the Archi- ing of such project representation shall not make the tect shall not be deemed to represent that he has made Architect responsible for construction means, methods, any examination to ascertain how and for what purpose techniques, sequences or procedures, or for safety pre- the Contractor has used the moneys paid on account of cautions and programs, or for the Contractor's failure to the Contract Sum. perform the Work in accordance with the Contract 1.1.16 The Architect shall be, in the first instance, the Documents. interpreter of the requirements of the Contract Docu- 1.3 ADDITIONAL SERVICES ments and the impartial judge of the performance there- under by both the Owner and Contractor. The Architect The following Services shall be provided when au shall make decisions on all claims of the Owner or Con- thorized in writing by the Owner, and they shall be tractor relating to the execution and progress of the Work paid for by the Owner as hereinbefore provided. and on all other matters or questions related thereto.1 Providing analyses of the Owner's needs, and p .- 'The Architect's decisions in matters relating to artistic gran ling the requirements of the Project.effect shall be final if consistent with the intent of the Contract Documents.1.3.2 Pr. iding financial feasibility or o ••r special studies. 1.1.17 The Architect shall have authority to reject Work which does not conform to the Contract Documents. 1.3.3 Providing p nning surveys, s' evaluations, envi- Whenever, in his reasonable opinion, he considers it nec- ronmental studies or - mparativ• studies of prospective essary or advisable to insure the proper implementation sites. of the intent of the Contract Documents, he will have 1.3.4 Providing desigr ervic•_ relative to future faciliauthoritytorequirespecialinspectionortestingofanyties, systems and e .Ipment whi are not intended toWorkinaccordancewiththeprovisionsoftheContractbeconstructed : part of the Project.Documents whether or not such Work be then fabricated, installed or completed. 1.3.5 Pro I ping services to investigate e ting condi- tions o acilities or to make measured drawin, thereof,1.1.18 The Architect shall review and approve shop drawings, samples, and other submissions of the Contrac- or z verify the accuracy of drawings or other in .rma- tor only for conformance with the design concept of the n furnished by the Owner. Project and for compliance with the information given 1.3.6 Preparing documents for alternate bids or out-of- in the Contract Documents.sequence services requested' by the Owner. 1.1.19 The Architect shall prepare Change Orders. Providing Detailed Estimates of Construction or Beta :. quantity surveys or inventories o aterial,1.1.20 The Architect shall conduct inspections to de- termine the Dates of Substantial Completion and final equipment an bor. completion, shall receive and review written guarantees 1.3.8 Providing interio esi, • and other services re- and related documents assembled by the Contractor, and quired for or in conne the selection of furni- shall issue a final Certificate for Payment.cure and furnishi . 1.1.21 The Architect shall not be responsible for the 1.3.9 Pr. 'ding services for planning tenan , rental acts or omissions of the Contractor, or any Subcontrac- s.. es. tors, or any of the Contractor's or Subcontractors' agents or employees, or any other persons performing any of • 1.3.10 Making revisions in Drawings, Specifications or the Work. other documents when such revisions are inconsistent with written approvals or instructions previously given1.2 PROJECT REPRESENTATION BEYOND BASIC SERVICES and are due to causes beyond the control of the Archi- 1.2.1 If more extensive representation at the site than tect. is described under Subparagraphs 1.1.10 through 1.1.21 1.3.11 Preparing supporting data and other services in inclusive is required, and if the Owner and Architect connection with Change Orders if the change in the agree, the Architect shall provide one or more Full-Time Basic Compensation resulting from the adjusted Contract Project Representatives to assist the Architect. Sum is not commensurate with the services required of 1.2.2 Such Full-Time Project Representatives shall be the Architect. selected, employed and directed by the Architect, and the 1. . , ,in; investigations involving detai ... ais- Architect shall be compensated therefor as mutually als and valuations tin ' s, and surveys or agreed between the Owner and the Architect as set forth inventories rec conne ..- ''th construction in an exhibit appended to this Agreement. y the Owner. 1.2.3 The duties, responsibilities and limitations of au- 1.3.13 Providing consultation concerning replacement thority of such Full-Time Project Representatives shall be of any Work damaged by fire or other cause during con- set forth in an exhibit appended to this Agreement. struction, and furnishing professional services of the type MA DOCUMENT B141 • OWNER-ARCHITECT AGREEMENT • JANUARY 1974 EDITION • AIA® • ©19744THEAMERICANINSTITUTEOFARCHITECTS, 1735 NEW YORK AVE., N.W., WASHINGTON, D.C. 20006 set forth in Paragraph 1.1 as may be required in connec- 2.5 The Owner shall furnish structural, mechanical,tion with the replacement of such Work.chemical and other laboratory tests, inspections and re- 1.3.14 Providing professional services made necessary Ports as required by law or the Contract Documents. by the default of the Contractor or by major defects in 2.6 The Owner shall furnish such legal, accounting, andtheWorkoftheContractorintheperformanceoftheinsurancecounselingservicesasmaybenecessaryfortheConstructionContract. Project, and such auditing services as he may require to 1.3.15 Preparing a set of reproducible record prints of ascertain how or for what purposes the Contractor has drawings showing significant changes in the Work made used the moneys paid to him under the Construction during the construction process, based on marked-up Contract. prints, drawings and other data furnished by the Contrac- 2.7 The services, information, surveys and reports re-tor to the Architect. quired by Paragraphs 2.3 through 2.6 inclusive shall be ovi.ing extensive assistance in the ron furnished at the Owner's expense, and the Architect shall of any equip - •. system such la start-up or be entitled to rely upon the accuracy and completeness testing, adjusting and ba .•.--; reparation of operation thereof. and maintena - nuals, training p I for opera- 2.8 If the Owner becomes aware of any fault or defectdo -. aintenance, and consultation during op , in the Project or non-conformance with the Contract 1.3.17 Providing services after issuance to the Owner of Documents, he shall give prompt written notice thereof the final Certificate for Payment, to the Architect. 1.3.18 Preparing to serve or serving as an expert witness 2.9 The Owner shall furnish information required of him in connection with any public hearing, arbitration pro- as expeditiously as necessary for the orderly progress of ceeding or legal proceeding. the Work. 1.3.19 Providing services of professional consultants for ARTICLE 3 other than the normal structural, mechanical and electri- CONSTRUCTION COSTcalengineeringservicesfortheProject. 3.1 If the Construction Cost is to be used as the basis1.3.20 Providing any other services not otherwise in- for determining the Architect's Compensation for BasiccludedinthisAgreementornotcustomarilyfurnishedinServices, it shall be the total cost or estimated cost toaccordancewithgenerallyacceptedarchitecturalpractice. the Owner of all Work designed or specified by the ARTICLE 2 Architect. The Construction Cost shall be determined as follows, with precedence in the order listed: THE OWNER'S RESPONSIBILITIES 3.1.1 For completed construction, the cost of all such2.1 The Owner shall provide full information, including Work, including costs of managing construction; a complete program, regarding his requirements for the Project. 3.1.2 For Work not constructed, (1) the lowest bona fide bid received from a qualified bidder for any or all of such2.2 The Owner shall designate, when necessary, a rep- Work, or (2) if the Work is not bid, the bona fide nego- resentative authorized to act in his behalf with respect to tiated proposal submitted for any or all of such Work; ortheProject. The Owner shall examine documents sub 3.1.3 For Work for which no such bid or proposal ismittedbytheArchitectandshallrenderdecisionsper- received, (1) the latest Detailed Estimate of Constructiontainingtheretopromptly, to avoid unreasonable delay in Cost if one is available, or (2) the latest Statement oftheprogressoftheArchitect's services. Probable Construction Cost. The Owner shall furnish a certified land survey • 3.2 Construction Cost does not include the compensa-the 'te giving, as applicable, grades and lines of str• ts, tion of the Architect and his consultants, the cost of thealleys, pavements and adjoining property; rights-• -way, land, rights-of-way, or other costs which are the responsi-restriction easements, encroachments, zonin,,, deed re- strictions, bo. daries and contours of the e; locations bility of the Owner as provided in Paragraphs 2.3 through dimensions an. complete data 2.6 inclusive.p perta'• ng to existingbuildings, other i ,rovements and es; and full infor- 3.3 The cost of labor, materials and equipment furnishedmationconcerningay.• able servi and utility lines both by the Owner for the Project shall be included in thepublicandprivate, abo - a , below grade, including Construction Cost at current market rates including ainvertsanddepths. reasonable allowance for overhead and profit. 2.4 The Owner shall rnish the .ervices of a soils engi- 3.4 Statements of Probable Construction Cost and De-neer or other cons. ant when such rvices are deemed tailed Cost Estimates prepared by the Architect representnecessarybyth. •rchitect, including re. rts, test borings, his best judgment as a design professional familiar.withtestpits, so. •earing values, percolation ests, air and the construction industry. It is recognized, however, thatwaterpautiontests, ground corrosion an. resistivity neither the Architect nor the Owner has any control overtests •. other necessary operations for determi • g sub- the cost of labor, materials or equipment, over the con-so' , air and water conditions, with appropriate p •fes- tractors' methods of determining bid prices, or over corn-onal recommendations. petitive bidding or market conditions. Accordingly, the MA DOCUMENT B141 • OWNER-ARCHITECT AGREEMENT • JANUARY 1974 EDITION • AIAO • ©1974THEAMERICANINSTITUTEOFARCHITECTS, 1735 NEW YORK AVE., N.W., WASHINGTON, D.C. 20006 5 Architect cannot and does not guarantee that bids will ees, or his professional consultants in the interest of the not vary from any Statement of Probable Construction Project for the expenses listed in the following Subpara-Cost or other cost estimate prepared by him. graphs: 3.5 When a fixed limit of Construction Cost is estab- 5.1.1 Expense of transportation and living when travel-lished as a condition of this Agreement, it shall be in ing in connection with the Project; long distance calls writing signed by the parties and shall include a bidding and telegrams; and fees paid for securing approval of contingency of ten percent unless another amount is autl writies havin ' juriscjction over t7e Froiect Q5 agreed upon in writing. When such a fixed limit is estab- ,6"7°P/zecl b Gi y c &ie i '71 41/IS lished, the Architect shall be permitted to determine what nse of reproductions, postage and B. -• g materials, equipment, component systems and types of of Drawings ant ations g .uplicate sets at the com leti . econstructionaretobeincludedintheContractDocu- P o as• • .-Owner's review ments, and to make reasonable adjustments in the scope - a" ova of the Project to bring it within the fixed limit. The archi- 5.1.3 If authorized in advance by the Owner, expensetectmayalsoincludeintheContractDocumentsalter- of overtime work requiring higher than regular rates andnatebidstoadjusttheConstructionCosttothefixedexpenseofrenderingsormodelsfortheOwner's use.limit. 5.1.4 Expense of computer time for professional services3.5.1 If the Bidding or Negotiating Phase has not corn- when included in Paragraph II. menced within six months after the Architect submits the Construction Documents to the Owner, any fixed limit 5.1.5 Expense of computer time when used in connec- of Construction Cost established as a condition of this tion with Additional Services. Agreement shall be adjusted to reflect any change in the general level of prices which may have occurred in the ARTICLE 6 construction industry for the area in which the Project is PAYMENTS TO THE ARCHITECTlocated. The adjustment shall reflect changes between the date of submission of the Construction Documents 6.1 Payments on account of the Architect's Basic Serv- to the Owner and the date on which proposals are ices shall be made as follows: sought. 6.1.1 _1'i irvitial payment as set forth in Paragraph II is 3.5.2 When a fixed limit of Construction Cost, including -• •-'• _• ._ ..-. the Bidding contingency (adjusted as provided in Sub- paragraph 3.5.1, if applicable), is established as a condi- mhly6. 1.2 Subsequent payments for Basic Services shall be tion of this Agreement and is exceeded by the lowest made ont - in proportion to services performed so bona fide bid or negotiated proposal, the Detailed Esti- that the compensation at the completion of each Phase, mate of Construction Cost or the Statement of Probable ex`ef't when the compensation is on the basis of a ,1u1 Construction cost, the Owner shall (1) give written ap- of Direct Personnel Expewye, shall equal the follow- proval of an increase in such fixed limit, (2) authorize re- ing percentages of the total Basic Compensation: bidding the Project within a reasonable time, or (3) co- Schematic De-,ign Pha.,e 17)'doperateinrevisingtheProjectscopeandqualityasre- Design Development Pha3c 3: ,quired to reduce the Probable Construction Cost. In the Construction Documents Phase 75% case of (3) the Architect, without additional charge, shall Bidding or Negotiation Phase . . 80% modify the Drawings and Specifications as necessary to Construction Phase 100%bring the Construction Cost within the fixed limit. The providing of such service shall be the limit of the Archi- . 3 If the Contract Time initially established in test's responsibility in this regard, and having done so, Cons ction Contract is exceeded by more tha. irty the Architect shall be entitled to compensation in accord- days thro 'h no fault of the Architect, corn • sation for ante with this Agreement. Basic Service aerformed by Principals - 1ployees and Ad-ARTICLE 4 professional cons. 'ants required to omplete the Ad- ministration of the structio Contract beyond the DIRECT PERSONNEL EXPENSE thirtieth day shall be co •• ed as set forth in Para- graph II for Additional . rvic Personnel Expense is defined as the sala .I professiona , - hnical and clerical em • s engaged 6.2 Payments fc dditional Service of the Architect as on the Project by rchite the cost of their defined in P graph 1.3, and for Reimb able Expenses • mandatory and custo .e such as statutory em- as deli •• in Article 5, shall be made mo ly upon vs, vacations, pre' tation of the Architect's statement of servi ren-ployee benef surance, sick leave, • pen 'e and similar benefits. red. ARTICLE 5 • 6.3 No deductions shall be made from the Architect's compensation on account of penalty, liquidated dam- REIMBURSABLE EXPENSES ages, or other sums withheld from payments to con- 5.1 Reimbursable Expenses are in addition to the Com- tractors. pensation for Basic and Additional Services and include 6.4 If the Project is suspended for more than three actual expenditures made by the Architect, his employ- months or abandoned in whole or in part, the Architect AIA DOCUMENT B141 • OWNER-ARCHITECT AGREEMENT • JANUARY 1974 EDITION • AIAO • 019746THEAMERICANINSTITUTEOFARCHITECTS, 1735 NEW YORK AVE., N.W., WASHINGTON, D.C. 20006 II shall be paid his compensation for services performed the other party to this Agreement and to the partners, prior to receipt of written notice from the Owner of such successors, assigns and legal representatives of such other suspension or abandonment, together with Reimbursable party with respect to all covenants of this Agreement. Expenses then due and all termination expenses as de- Neither the Owner nor the Architect shall assign, sublet fined in Paragraph 8.3 resulting from such suspension or or transfer his interest in this Agreement without the abandonment. If the Project is resumed after being sus- written consent of the other. pended for more than three months, the Architect's compensation shall be subject to renegotiation. ARTICLE 11 6.5 Payments due the Architect under this Agreement shall bear interest at the legal rate commencing sixty ARBITRATION days after the date of billing. 11.1 All claims, disputes and other matters in question ARTICLE 7 between the parties to this Agreement, arising out of, or relating to this Agreement or the breach thereof, shall be ARCHITECT'S ACCOUNTING RECORDS decided by arbitration in accordance with the Construc- tion Industry Arbitration Rules of the American Arbitra-Records of Reimbursable Expenses and expenses pertain- lion Association then obtaining unless the parties mutuallyingtoAdditionalServicesontheProjectandforservicesagreeotherwise. No arbitration, arising out of, or relatingperformedonthebasisofaMultipleofDirectPersonneltothisAgreement, shall include, by consolidation, joinder,Expense shall be kept on a generally recognized account- or in any other manner, any additional party not a partyingbasisandshallbeavailabletotheOwnerorhistothisAgreementexceptby.written consent containing aauthorizedrepresentativeatmutuallyconvenienttimes. specific reference to this Agreement and signed by all the parties hereto. Any consent to arbitration involving an ARTICLE 8 additional party or parties shall not constitute consent to TERMINATION OF AGREEMENT arbitration of any dispute not described therein or with any party not named or described therein. This Agreement 8.1 This Agreement may be terminated by either party • to arbitrate and any agreement to arbitrate with an addi- upon seven days' written notice should the other party tional party or parties duly consented to by the parties fail substantially to perform in accordance with its terms hereto shall be specifically enforceable under the pre- through no fault of the party initiating the termination. vailing arbitration law. 8.2 In the event of termination due to the fault of par- 11.2 Notice of the demand for arbitration shall be filed ties other than the Architect, the Architect shall be paid in writing with the other party to this Agreement and his compensation for services performed to termination with the American Arbitration Association. The demand date, including Reimbursable Expenses then due and all shall be made within a reasonable time after the claim, termination expenses.dispute or other matter in question has arisen. In no event shall the demand for arbitration be made after theI.. Termination Expenses are defined as Reimburs e date when institution of legal or equitable proceedingsExpendirectlyattributabletotermination • us an based on such claim, dispute or other matter in question amount co ted as a percentage of th stal compen- would be barred by the applicable statute of limitations. sation earned to time of termi 'en, as follows: 20 percent if termina c .- rs during the Schematic 11.3 The award rendered by the arbitrators shall be fi- Design Phase; or nal, and judgment may be entered upon it in accordance 10 percent if to •- nation occurs .• 'ng the Design De- with applicable law in any court having jurisdiction velopme ' ase; or thereof. 5 • cent if termination occurs during a subse- uent phase. ARTICLE 12 ARTICLE 9 EXTENT OF AGREEMENT OWNERSHIP OF DOCUMENTS This Agreement represents the entire and integrated agreement between the Owner and the Architect andDrawingsandSpecificationsasinstrumentsofserviceare supersedes all prior negotiations, representations orandshallremainthepropertyoftheArchitectwhether agreements, either written or oral. This Agreement maytheProjectforwhichtheyaremadeisexecutedornot. be amended only by written instrument signed by bothTheyarenottobeusedbytheOwneronotherprojectsOwnerandArchitect. or extensions to this Project except by agreement in writ- ing and with appropriate compensation to the Architect. ARTICLE 13 ARTICLE 10 GOVERNING LAW SUCCESSORS AND ASSIGNS Unless otherwise specified, this Agreement shall be gov- The Owner and the Architect each binds himself, his erned by the law of the principal place of business of the partners, successors, assigns and legal representatives to Architect. AIA DOCUMENT B141 • OWNER-ARCHITECT AGREEMENT • JANUARY 1974 EDITION • AIAO • ©1974 THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVE., N.W., WASHINGTON, D.C. 20006 7 s ARTICLE 14 OTHER CONDITIONS OR SERVICES The City of Wichita Falls, Federal Aviation Administration, Comptroller General of the United States or any of their duly authorized representatives shall have access to any books, documents, papers and records of the Engineer which are directly pertinent to this project for the purpose of making accurate examination, excertps, and transcription. This Agreement executed the day and year first written above. OWNER ARCHITECT 11: 22'a-etCityMager i Attest: Approved as to Form: cd.:!1 o ia 0 -City Clerk City Attorney l/ MA DOCUMENT B141 • OWNER-ARCHITECT AGREEMENT • IANUARY 1974 EDITION • AIA® • ©19748THEAMERICANINSTITUTEOFARCHITECTS, 1735 NEW YORK AVE., N.W., WASHINGTON, D.C. 20006