R2021-65 Resolution Authorizing City Manager to Enter into a Professional Services Agreement with Dewberry Architects, Inc. for Design, Bidding, and Construction Oversight Services for New Fire Station No. 7

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J 8.2.4 If the parties do not resolve a dispute through mediation pursuant to this Section 8.2,the method of binding dispute resolution shall be (Paragraphs deleted) litigation,and that the courts of Fairfax County,Virginia,and the Federal District Court,Eastern District of Virginia, Alexandria Division,(together,"Courts")shall have exclusive jurisdiction over any controversy,including matters of construction,validity,and performance,arising out of this Agreement.The parties consent to the jurisdiction of the Courts and waive any objection either party might otherwise be entitled to assert regarding jurisdiction.The parries irrevocably waive all right to trial by jury in any action,proceeding,or counterclaim arising out of or related to this Agreement. (Paragraphs deleted) ARTICLE 9 TERMINATION OR SUSPENSION § 91 If the Owner fails to make payments to the Architect in accordance with this Agreement,such failure shall be considered substantial nonperformance and cause for termination or,at the Architect's option,cause for suspension of performance of services under this Agreement.If the Architect elects to suspend services,the Architect shall give seven days'written notice to the Owner before suspending services.In the event of a suspension of services,the Architect shall have no liability to the Owner for delay or damage caused the Owner because of such suspension of services.Before resuming services,the Owner shall pay the Architect all sums due prior to suspension and any expenses incurred in the interruption and resumption of the Architect's services.The Architect's fees for the remaining services and the time schedules shall be equitably adjusted. 19.2 If the Owner suspends the Project,the Architect shall be compensated for services performed prior to notice of such suspension.When the Project is resumed,the Architect shall be compensated for expenses incurred in the interruption and resumption of the Architect's services.The Architect's fees for the remaining services and the time schedules shall be equitably adjusted. § 9.3 If the Owner suspends the Project for more than 60 cumulative days for reasons other than the fault of the Architect,the Architect may terminate this Agreement by giving not less than seven days'written notice. § 9.4 Either party may terminate this Agreement upon not less than seven days'written notice should the other party fail substantially to perform in accordance with the terms of this Agreement through no fault of the party initiating the termination. § 9.3 Intentionally omitted. § 9.6 If the Architect terminates this Agreement pursuant to Section 9.3,the Owner shall compensate the Architect for services performed prior to termination,Reimbursable Expenses incurred,and costs attributable to termination, including the costs attributable to the Architect's termination of consultant agreements. § 93 In addition to any amounts paid under Section 9.6,if the Architect terminates this Agreement pursuant to Section 9.3,the Owner shall pay to the Architect a reasonable profit on the unperformed terminated portion of the Services, and the following fees: (Set forth below the amount of any termination or licensing fee,or the method for determining any termination or licensing fee) .1 Termination Fee: .2 Licensing Fee if the Owner intends to continue using the Architect's Instruments of Service: § 9.8 Except as otherwise expressly provided herein,this Agreement shall terminate one year from the date of Substantial Completion. Init. AIA Document s191"—2017.Copyright®1974,1978,1987,1997,2007 and 2017 by The American Institute of Architects.All rights reserved.The"American Institute of Architects,""AIA,'the AIA Logo,and"AIA Contract Documents-are registered trademarks and may not be used without permission.This document was 19 produced by AIA software at 14:38:09 ET on 04/14/2021 under Order No.2035534887 which expires on 0411012022,is not for resale,is licensed for one-time use t only,and may only be used in accordance with the AIA Contract Documentse Terms of Service.To report copyright violations,e-mail copyrightaaia.org_ User Not": (1749244472)