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Res 2060 12/20/1977RESOLUTION NO. ,2 06 RESOLUTION AUTHORIZING CITY MANAGER TO EXECUTE A PROFESSIONAL SERVICES CONTRACT WITH ROBERT PARDUE, ARCHITECTS & ASSOCIATES FOR THE PREPAR- ATION OF PROJECT PLANS AND SPECIFICATIONS FOR THE REMODELING OF THE ACTIVITIES CENTER. WHEREAS, the City is preparing to begin a project involving the remodeling of the Wichita Falls Activities Center; and, WHEREAS, specifications and project plans in addition to other professional architectural and engineering services will be required in order to proceed with the remodeling of the Activities Center; and, WHEREAS, the architectural firm of Robert Pardue Architects & Associates is willing to enter into a contract to perform these architectural and engineering ser- vices for the City; and, WHEREAS, the firm of Robert Pardue Architects & Associates is acceptable to the City of Wichita Falls for the performance of the required architectural and engineering services for the remodeling of the Activities Center. NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF ALDERMEN OF THE CITY OF WICHITA FALLS, TEXAS, THAT: The City Manager is hereby authorized to execute a professional services contract, a copy of which is attached hereto, with Robert Pardue Architects & Associ- ates for the rendering of architectural and engineering services in connection with the remodeling of the Wichita Falls Activities Center. PASSED AND APPROVED this the 20th day of December, 1977. titliallie or, AYOR ATTEST: lir City Clerk THE AMERICAN INSTITUTE OF ARCHITECTS 1 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 16th day of December in the year of NineteenHundredandSeventySeven BETWEEN the Owner: City of Wichita Falls , Texas and the Architect: Robert Pardue & Associates Wichita Falls , Texas For the following Project: Include detailed description of Project location and scope) Renovation of The Downtown Dillard Building for the City of Wichita Falls for use as a Community Activity Center The Owner and the Architect agree as set forth below. AlA DOCUMENT B141 • OWNER-ARCHITECT AGREEMENT • JANUARY 1974 EDITION • AIAO • C1974THEAMERICANINSTITUTEOFARCHITECTS, 1735 NEW YORK AVE., N.W., WASHINGTON, D. t.. 20006 1 PERCENTAGE OF CONSTRUCTION COST I. THE ARCHITECT shall provide professional services for the Project in accordance with the Terms and Conditions of this Agreement. II. THE OWNER shall compensate the Architect, in accordance with the Terms and Conditions of this Agreement. A. FOR BASIC SERVICES, as described in Paragraph 1.1, Basic Compensation shall be computed on the basis of one of the following PERCENTAGES OF CONSTRUCTION COST, as defined in Article 3, for portions of the Project to be awarded under A Single Stipulated Sum Construction Contract Seven percent ( 7 %) A Single Cost Plus Fee Construction Contract percent ( %) Separate Est-Plus-Fee Construction Contracts percent ( °( ) B. FOR ADDITIONAL SERVICES, as described in Paragraph 1.3, compensation computed asfollows: 1. Principals' time at the fixed rate of Twenty Five dollars ($25 ) per hour. For the purpose of this Agreement, the Principals are: Robert B. Pardue, AIA 2. Employees' time (other than Principals) at a multiple of 2 . 5 ) times the employees' Direct Personnel Expense as defined in Article 4. 3. Services of Professional consultants at a multiple of one 1 times the amount billed to the Architect for such services. C. AN INITIAL PAYMENT of None dollars ($ 0 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 subject to renegotiation. B. IF THE SERVICES covered by this Agreement have not been completed within Twenty Four 24 ) months of the ci ate 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(R) • (')1974THEAMERICANINSTITUTEOFARCHITECTS, 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 awardingARCHITECT'S SERVICES and preparing construction contracts. 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 struc- 1.1.10 The Construction Phase will commence with thetural, mechanical and electrical engineering services award of the Construction Contract and will terminateandanyotherservicesincludedinArticle14aswhenthefinalCertificateforPaymentisissuedtotheBasicServices. Owner. SCHEMATIC DESIGN PHASE 1.1.11 The Architect shall provide Administration of the1.1.1 The Architect shall review the Construction CoeprogramfurnishedContract as set forth in AIA Documen' 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 anc 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 hall1.1.3 The Architect shall submit to the Owner a State- A chi ectr shall shavebauthorityt to aclt on behailf of thementofProbableConstructionCostbasedoncurrentOwnertotheextentprovidedintheGeneralConditionsarea, 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 theDesignDevelopmentDocumentsconsistingofdrawingssitetofamiliarizehimselfgenerallywiththeprogressandandotherdocumentstofixanddescribethesizeand character of the entire Project as to structural, mechani- Work of the Work and to detemine in general n the cal and electrical systems, materials and such other essen- Work e proceeding in accordance f his on-site with the Contract tials as may be appropriate. Documents. On the basis of his on site observations as an architect, he shall endeavor to guard the Owner 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 niques, sequences or procedures, or for safety precautionsOwner, Drawings and Specifications setting forth in and programs in connection with the Work, and he shalldetailtherequirementsfortheconstructionoftheentirenotberesponsiblefortheContractor's failure to carry outProjectincludingthenecessarybiddinginformation, 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 and1.1.7 The Architect shall advise the Owner of any shall issue Certificates for Payment in such amounts. The 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, tl . t the Work has progressed to therequireddocumentsfortheapprovalofgovernmentalpointindicated; 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 • AIA(R) • 0)1974THEAMERICANINSTITUTEOFARCHITECTS, 1735 NEW YORK AVE., N.W., WASHINGTON, D. C. 20006 3 1 L 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. 1.3.1 Providing analyses of the Owner's needs, and pro- The Architect's decisions in matters relating to artistic gramming the requirements of the Project. effect shall be final if consistent with the intent of the Contract Documents.1.3.2 Providing financial feasibility or other special 1.1.17 The Architect shall have authority to reject Work studies. which does not conform to the Contract Documents. 1.3.3 Providing planning surveys, site evaluations, envi- Whenever, in his reasonable opinion, he considers it nec- ronmental studies or comparative 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 design services relative to future facili- authority to require special inspection or testing of any ties, systems and equipment which are not intended to Work in accordance with the provisions of the Contract be constructed as part of the Project.Documents whether or not such Work be then fabricated, installed or completed. 1.3.5 Providing services to investigate existing .condi- 1.1.18 The Architect shall review and approve shop tions or facilities or to make measured drawings thereof, drawings,samples, and other submissions of the Contras- or to verify the accuracy of drawings or other informa tor only for conformance with the design concept of the lion furnished by the Owner. Project and for compliance with the information given 1.3.6 f repa-rite;-documents-fief-alternate-bids or out-of- in the Contract Documents. sequence services requested--by--the--Owner. 1.1.19 The Architect shall prepare Change Orders. 1.3.7 Providing Detailed Estimates of Construction Cost 1.1.20 The Architect shall conduct inspections to de- or detailed quantity surveys or inventories of material, termine the Dates of Substantial Completion and final equipment and labor. completion, shall receive and review written guarantees 1.3:8---Prev+dtrt—interKor• design--and -other- services re- and related documents assembled by the Contractor, and qty- -oe4--nnechon_witb_the-selection of furni- shall issue a final Certificate for Payment.Lure and furry-igs. 1.1.21 The Architect shall not be responsible for the 1.3.9 Providing services for planning tenant or rental acts or omissions of the Contractor, or any Subcontrac- spaces. 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 given 1.2 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 1.3.12 Making investigations involving detailed apprais- Architect shall be compensated therefor as mutually als and valuations of existing facilities, and surveys or agreed between the Owner and the Architect as set forth inventories required in connection with construction in an exhibit appended to this Agreement. performed by 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 AIA DOCUMENT B141 • OWNER-ARCHITECT AGREEMENT • IANUARY 1974 EDITION • AIA® • ©1974 4 THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVE., N.W., WASHINGTON, D.C. 20006 e....} .µFl.tr ^"t -... '_ii" r.'• T '' 5. —3-T Ji. t set forth in Paragraph 1.1 as may be required in connec- 2.5 The Owner shall furnish structural, mechanical,lion 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,-3,1-5--{treripg a set e€ refxodrieik le feEerc} ftyts—oF ascertain how or for what purposes the Contractor ht s drawings showing significant changes in the—Work made used the moneys paid to him under the Construction during the constructi9r ..pmcess, based on marked-up Contract. prints, drawirtgs-and other data furnished by the Contrac- 2.7 The services, information, surveys and reports rc-tor to the-Ar i-tees:-- quired by Paragraphs 2.3 through 2.6 inclusive shall be 1.11-6— p4 y _. t } il furnished at the Owner's expense, and the Architect sha'I of any equipment or system such_its_+nitiat"start-up or be entitled to rely upon the accuracy and completeness testing, adjusting and balancing,"preparation of operation thereof. and maintetlaneertiianuals, training personnel for opera- 2.8 If the Owner becomes aware of any fault or defectt+erraaamauttenartc*-- nd-c-ors-ul-taticm-dt Ert$-e ati©n. 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 3.1.2 For Work not constructed, (1) the lowest bona fideProject. 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- mitted by the Architect and shall render decisions per 3.1.3 For Work for which no such bid or proposal is twining thereto promptly, to avoid unreasonable delay in received, (1) the latest Detailed Estimate of Construction Cost if one is available, or (2) the latest Statement oftheprogressoftheArchitect's services. Probable Construction Cost. 2.3 The Owner shall furnish a certified land survey ofthesitegiving, as applicable, grades and lines of streets, 3.2 Construction Cost does not include the compensa-the pavements and adjoining property; rights-of-way, lion of the Architect and his consultants, the cost of the restrictions, easements, encroachments, zoning, deed re- land, rights-of-way, or other costs which are the responsi- strictions, boundaries and contours of the site; locations, bility of the Owner as provided in Paragraphs 2.3 through dimensions and complete data pertaining to existing 2.6 inclusive. buildings, other improvements and trees; and full infor- 3.3 The cost of labor, materials and equipment furnishedmationconcerningavailableserviceandutilitylinesbothbytheOwnerfortheProjectshallbeincludedinthepublicandprivate, above and below grade, including Construction Cost at current market rates including ainvertsanddepths. reasonable allowance for overhead and profit. 2.4 The Owner shall furnish the services of a soils engi- 3.4 Statements of Probable Construction Cost and De-neer or other consultant when such services are deemed tailed Cost Estimates prepared by the Architect representnecessarybytheArchitect, including reports, test borings, his best judgment as a design professional familiar withtestpits, soil hearing values, percolation tests, air and the construction industry. It is recognized, however, thatwaterpollutiontests, ground corrosion and resistivity neither the Architect nor the Owner has any control overtestsandothernecessaryoperationsfordeterminingsub- the cost of labor, materials or equipment, over the con-soil, air and water conditions, with appropriate profes- tractors' methods of determining bid prices or over com-sional recommendations. petitive bidding or market conditions. Accordingly, the MA DOCUMENT B141 • OWNER-ARCHITECT AGREEMENT • JANUARY 1974 EDITION • AIA@' • 01974THEAMERICANINSTITUTEOFARCHITECTS, 1735 NEW YORK AVE., N.W., WASHINGTON, U. 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 authorities having jurisdiction over the Project. agreed upon in writing. When such a fixed limit is estab- lished,of --postage and—hlished, the Architect shall be permitted to determine what 5.1.2 Expense of reprechie materials, equipment, component systems and types of of Drawings and Specifications exdudirrg-1cLplicate sets construction are to be included in the Contract Docu- at the completion-of-each-Phase for the Owner's review ments, and to make reasonable adjustments in the scope and approval. 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 and nate bids to adjust the Construction Cost to the fixed expense of renderings or models for the Owner's use.limit. 5:1--Expense of cornputrrt m,e-fot 3.5.1 If the Bidding or Negotiating Phase has not corn- w.er.t ided-i-n-Paragraph--H. 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 chang es 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. 6-1.4- Arr-initi-af--payment-asset forth-in-Paragraph Tis 3.5.2 When a fixed limit of Construction Cost, including thein-inaatm-payccwt-under-t +s--Agreement. the Bidding contingency (adjusted as provided in Sub 6.1.2 Subsequent payments for Basic Services shall beparagraph3.5.1, if applicable), is established as a condi- tion of this Agreement and is exceeded by the lowest made monthly 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 except when the compensation is on the basis of a Mul- Construction cost, the Owner shall (1) give written ap tiple of Direct Personnel Expense, 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 Design Phase 15% operate in revising the Project scope and quality as re- Design Development Phase 35% 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- 6.1.3 If trart dire iei+tiaNy estakis#ied-toile tect's responsibility in this regard, and having done so, Construction Contract is exceeded by more Than"thirty the Architect shall be entitled to compensation in accord- days through no fault of the Architect,.eorripensation for ance with this Agreement. Basic Services performed by_principals, employees and professional consultants required to complete the Ad- ARTICLE 4 ministration of__the Construction Contract beyond the DIRECT PERSONNEL EXPENSE thirtiet —d'ayshall he computed as set forth in Para- grap h II-€or-Additional Services-.---- Direct Personnel Expense is defined as the salaries of professional, technical and clerical employees engaged 6.2 Payments for Additional Services of the Architect as on the Project by the Architect, and the cost of their defined in Paragraph 1.3, and for Reimbursable Expenses mandatory and customary benefits such as statutory em- as defined in Article shall be made monthly upon ployee benefits, insurance, sick leave, holidays, vacations, presentation of the Architect's statement of services ren pensions and similar benefits. tiered. ARTICLE 5 6.3 No deductions shall he 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 MA DOCUMENT B141 • OWNER-ARCHITECT AGREEMENT • IANUARY 1974 EDITION • AIAOO • n1974 6 THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK ;'..VE., N.W., WASHINGTON, D.C. 20006 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 tha 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 116.5 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 relatingperformedonthebasis-of a Multiple of Direct Personnel to this Agreement, shall include, by consolidation, joinderExpenseshallbekeptonagenerallyrecognizedaccount- or in any other manner, any additional party not a partyingbasisandshallbeavailabletotheOwnerorhistothisAgreementexceptbywrittenconsentcontainingaauthorizedrepresentativeatmutuallyconvenienttimes. specific reference to this Agreement and signed by all the parties hereto. Any consent to arbitration involving anARTICLE8additionalpartyorpartiesshallnotconstituteconsentto 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 he 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 he 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 he made after the8.3 Termination Expenses are defined as Reimbursable date when institution of legal or equitable proceedingsExpensesdirectlyattributabletotermination, plus an based on such claim, dispute or other matter in question amount computed as a percentage of the total compen- would be barred by the applicable statute of limitations.sation earned to the time of termination, as follows: 20 percent if termination occurs during the Schematic 11.3 The award rendered by the arbitrators shall he ((- Design Phase; or nal, and judgment may be entered upon it in accordance 10 percent if termination occurs during the Design De- with applicable law in any court having jurisdiction velopment Phase; or thereof. 5 percent if termination occurs during any subse- quent 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. he amended only by written instrument signed by bothTheyarenottoheusedbytheOwneronotherprojectsOwnerandArchitect. 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 he gov-The Owner and the Architect each hinds himself, his erred by the law of the principal place of business of the • partners, successors, assigns and legal representatives to Architect. MA DOCUMENT 8141 • OWNER-ARCHITECT AGREEMENT JANUARY 1974 EDITON AIA ,x1474 THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVE., N.W., WASHINGTON, D. r 20006 7 ARTICLE 14 OTHER CONDITIONS OR SERVICES 14. 1 The Architect will provide 25 sets of plans and specificationsforbiddingpurposesunderthisagreement . Owner will be billedforallcopiesinexcessof25atthefollowingrate: Ozalid prints of drawings : $1 .00 per Sheet Specifications : at $0.05 per page 14.2 Fees for Acoustical and Landscape Consultants, if required, will be billed t.o Owner at Architect ' s cost . 14. 3 Architect will provide Owner with 1 copy of Sepia reproducibleAsBuiltDrawings" on completion of project to reflect changes made in actual construction. 1 L--1 . This Agreement executed the day and year first written above. OWNER ARCHITECT CITY OF WICHITA FALLS , TEXAS ROBERT PARDUE & ASSOCIATES AIA DOCUMENT B141 • OWNER-ARCHITECT AGREEMENT • JANUARY 1974 EDITION • AJAR • 019748THEAMERICANINSTITUTEOFARCHITECTS, 1735 NEW YORK AVE., N.W., WASHINGTON, D.C. 20006 CR 974: Northbrook x y - Insurance Company Northbrook, Illinois r aek Declarations-Architects and Engineers Professional Liability Policy Renewal of No. — CNA 63 111 46$_ _-. Policy Number Item 1. Named Insured: ROBERT Bo PARDUE, AIA Item 2. Address: 1901 10th Street, Wichita Falls, Texas 76301 Item 3. Policy Period: From: 23 May 1977 To: 23 May 1978 12:01 A.M.Standard Time at the address of the Named Insun•d as stated herein Item 4. Named Insured's Professional Activity: Architectural Services Item 5. Limits of Liability and Deductible: The liability of the Company for each claim under this Policy shall not exceed......... ....$$250,_0QOQQO and, subject to that limit for each claim. the total limit of the Company's liability for all claims during the policy period shall not exceed in the aggregate 2501000.00 They limit of liability afforded under this Policy shall he subject to the ueductible amount of$ 5.1000000 which shall be applicable to each claim and _.hall include loss pa r,I.'rrI- an..1 adjustment, investigative and legal fees and costs, whether or riot loss pay;rent is involved. Item 6. Premium 21650.00 Endorsements attached Note: Texas State Tax . 3085% $102.03 This insurance contract is with an insurer not licensed to transact insurance in this state and is is sued and delivered as a surplus lines coverage pursuant to the Texas Insurance statutes. Article SHAND, MDRA1-1f &. COMPANY, INC. • 1.14-2, Texas insurance Code, re- t i quires payment of 3.85% tax on gross premiums. v . irt.t ,. Countersignature Date Jul 7 19 77 Au &AO. epresentative ALL CLAIMS TO BE REPORTED DIRECTLY TO SHAND. MORAHAN & COMPANY, INC. 801 Davis Street Evanston, Illinois 60201 312)866-9010 PRIN TF11 IN I .S. ENDORSEMENT NO. A Insurance afforded by this policy was transacted through offices of FloydWest & Company, P. 0. Box 2639, Dallas, Texas. Any correspondence relatingtothisinsuranceshouldbedirectedthroughthisoffice. Other items and conditions remaining unchanged. Attached to and forming part of No. 63 11 14 68 of Underwriters hereon. EFFECTIVE May 23, 1977 Robert A. Pardue, AIA By Z f" i Z 52 5SR Northbrook Insurance Company s• Northbrook, Illinois Endorsement Named Insured: ROBERT B. PARUUE, AIA Policy No.: 63 11.1 468 Endorsement No.: 1 PRIOR ACTS ENDORSEMENT In consideration of an additional prem,i.um of : 572.00 it is hereby understood and agreed that prior acts coverage is given regardless of a previous gap ir coverage from March 5, 1977 to Nay 23, 1977 . Note: Texas State Tax 3. 5; !'27.02 This endorsement to take effect on tlie 23rd day of Nay 19 77 . All other terms and conditions remain unchanged. SHAND, NOR A)IAN (r-71,1PANY, INC 4/,_ Countersigned: Autf`orized R resentaiive HU7 PRINTEU IN U.S.A.