R2023-60 Resolution Authorizing an Agreement with Architectural Expressions, LLP, for Decatur Civic Center Improvements

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(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 A104-2017,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 written consent of the other,except that the Owner may assign this Agreement to a lender providing financing for the Project if the lender agrees to assume the Owner's rights and obligations under this Agreement,including any payments due to the Architect by the Owner prior to the assignment. §10.4 If the Owner requests the Architect to execute certificates or consents,the proposed language of such certificates or consents shall be submitted to the Architect for review at least 14 days prior to the requested dates of execution.The Architect shall not be required to execute certificates or consents that would require knowledge, services or responsibilities beyond the scope of this Agreement. §10.5 Nothing contained in this Agreement shall create a contractual relationship with,or a cause of action in favor of,a third party against either the Owner or Architect. §10.6 The Architect shall have no responsibility for the discovery,presence,handling,removal or disposal of,or exposure of persons to,hazardous materials or toxic substances in any form at the Project site. §10.7 The Architect shall have the right to include photographic or artistic representations of the design of the Project among the Architect's promotional and professional materials. However,the Architect's materials shall not include information the Owner has identified in writing as confidential or proprietary.The Owner shall provide professional credit for the Architect in the Owner's promotional materials for the Project.This Section 10.7 shall survive the termination of this Agreement unless the Owner terminates this Agreement for cause pursuant to Section 9.4. §10.8 The invalidity of any provision of the Agreement shall not invalidate the Agreement or its remaining provisions.If it is determined that any provision of the Agreement violates any law,or is otherwise invalid or unenforceable,then that provision shall be revised to the extent necessary to make that provision legal and enforceable.In such case the Agreement shall be construed,to the fullest extent permitted by law,to give effect to the parties'intentions and purposes in executing the Agreement. ARTICLE 11 COMPENSATION §11.1 For the Architect's Basic Services described under Article 3,the Owner shall compensate the Architect as follows: .1 Stipulated Sum Init. 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 12 t 21:24:43 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 docinfo@aiacontracts.com. User Notes: (369ADA31F)