2000 S Purchasing - RFP Award of Professional Services for Design of the Whitted and Northern HVAC Systems and the Electrical System Renovation at Court Street

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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 that would require knowledge,services or responsibilities beyond the scope of this Agreement. 1.3.7.9 The Owner and Architect, respectively,bind themselves, their partners, successors, assigns and legal representatives to the other party to this Agreement and to the partners,successors,assigns and legal representatives of such other party with respect to all covenants of 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 an institutional lender providing financing for the Project. In such event, the lender shall assume the Owner's rights and obligations under this Agreement. The Architect shall execute all consents reasonably required to facilitate such assignment. 1.3.8 TERMINATION OR SUSPENSION 1.3.8.1 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,prior to suspension of services,the Architect shall give seven days'written notice to the Owner.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 Architect shall be paid 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. 1.3.8.2 If the Project is suspended by the Owner for more than 30 consecutive days, 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. 1.3.8.3 If the Project is suspended or the Architect's services are suspended for more than 90 consecutive days, the Architect may terminate this Agreement by giving not less than seven days'written notice. 1.3.8.4 This Agreement may be terminated by either party 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. 1.3.8.5 This Agreement may be terminated by the Owner upon not less than seven days'written notice to the Architect for the Owner's convenience and without cause. 1.3.8.6 In the event of termination not the fault of the Architect, the Architect shall be compensated for services performed prior to termination, together with Reimbursable Expenses then due and all Termination Expenses as defined in Subparagraph 1.3.8.7. 1.3.8.7 Termination Expenses are in addition to compensation for the services of the Agreement and include expenses directly attributable to termination for which the Architect is not otherwise compensated, plus an amount for the Architect's anticipated profit on the value of the services not performed by the Architect. 1.3.9 PAYMENTS TO THE ARCHITECT 1.3.9.1 Payments on account of services rendered and for Reimbursable Expenses incurred shall be made monthly upon presentation of the Architect's statement of services. No deductions shall be made from the Architect's compensation on account of penalty, liquidated damages or other sums withheld from payments to contractors, or on account of the cost of changes in the Work other than those for which the Architect has been adjudged to be liable. 1.3.9.2 Reimbursable Expenses are in addition to compensation for the Architect's services and include expenses incurred by the Architect and Architect's employees and consultants directly related to the Project,as identified in the following Clauses: .1 transportation in connection with the Project, authorized out-of-town travel and subsistence, and electronic communications; AIA DOCUMENT B141-STANDARD FORM AGREEMENT-1997 EDITION-AIA-COPYRIGHT 1997-THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE N.W.,WASHINGTON,D.C.20006-5292.WARNING: Unlicensed photocopying violates U.S.copyright laws and will subject the violator legal prosecution.This document was electronically produced with permission of the AIA and can be reproduced without violation until the date of expiration as noted below. Electronic Format B141-1997 User Document:40101 --9/18/2001.AIA License Number 119648,which expires on 9/30/2001 --Page#8