R2023-59 Resolution Authorizing an Agreement with Architectural Expressions, LLP, for Decatur Public Library Improvements

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i ARTICLE 9 TERMINATION OR SUSPENSION §9.1 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. §9.2 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 90 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. §9.5 The Owner may terminate this Agreement upon not less than seven days'written notice to the Architect for the Owner's convenience and without cause. §9.6 In the event of termination not the fault of the Architect,the Architect shall be compensated for services performed prior to termination,Reimbursable Expenses incurred,and all costs attributable to termination,including the costs attributable to the Architect's termination of consultant agreements. §9.7 In addition to any amounts paid under Section 9.6,if the Owner terminates this Agreement for its convenience pursuant to Section 9.5,or the Architect terminates this Agreement pursuant to Section 9.3,the Owner shall pay to the Architect 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: No termination fee is required. .2 Licensing Fee if the Owner intends to continue using the Architect's Instruments of Service: No license fee is required. §9.8 Except as otherwise expressly provided herein,this Agreement shall terminate one year from the date of Substantial Completion. ARTICLE 10 MISCELLANEOUS PROVISIONS §10.1 This Agreement shall be governed by the law of the place where the Project is located excluding that jurisdiction's choice of law rules.If the parties have selected arbitration as the method of binding dispute resolution, the Federal Arbitration Act shall govern Section 8.3. §10.2 Terms in this Agreement shall have the same meaning as those in AIA Document A]04-2017,Standard Abbreviated Form of Agreement Between Owner and Contractor. §10.3 The Owner and Architect,respectively,bind themselves,their agents,successors,assigns and legal representatives to this Agreement.Neither the Owner nor the Architect shall assign this Agreement without the Inst. AIA Document 8104—2017.Copyright©1974,1978,1987,1997,2007 and 2017.All rights reserved."The American Institute of Architects,""American Institute of Architects,""AIA,"the AIA Logo,and"AIA Contract Documents"are trademarks of The American Institute of Architects.This document was produced at 11 t 21:25:21 CT on 03/29/2023 under Order No.4104236690 which expires on 09/30/2023,is not for resale,is licensed for one-time use only,and may only be used in accordance with the AIA Contract Documents®Terms of Service.To report copyright violations,e-mail doe!nfo@aiacontracts.com. User Notes: (369ADA3C)