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Article 7 - Termination
<br />7.1 Termination by Either Party. This Agreement may be terminated
<br />by either party upon not less than seven (7) days written notice should
<br />the other party fail substantially to perform in accordance with the
<br />terms of this Agreement.
<br />7.2 Failure to Make Payments. Client's failure to make payments to
<br />Architect in accordance with this Agreement shall constitute
<br />substantial nonperformance and cause for termination or suspension.
<br />7.3 Compensation upon Termination. In the event of termination,
<br />Architect shall be compensated for services performed prior to
<br />termination, together with Reimbursable Expenses then due, and
<br />Termination Expenses, which shall be defined as Architect's expenses
<br />directly attributable to termination.
<br />Article 8 - Payments to Architect
<br />8.1 Hourly Rates. Where services are to be compensated on an
<br />hourly basis, compensation shall be based on the hourly rates set forth
<br />in Architect's and Architect's consultants' standard rate schedules,
<br />8.2 Reimbursable Expenses, Reimbursable Expenses are in addition
<br />to compensation for Basic and Additional Services and include
<br />expenses incurred by Architect and Architect's consultants in the
<br />interest of the Project, including, but not limited to the following:
<br />(a) Data communications, telecommunications, reproduction,
<br />shipping, handling, and delivery.
<br />(b) Mileage, tolls, cab fares, and parking.
<br />(c) Renderings, models, mock -ups, and photography.
<br />(d) Sales taxes and other transactional taxes, and fees paid for securing
<br />approval of authorities having jurisdiction over the Project.
<br />(e) Authorized out -of -town travel, including travel time and
<br />out- of-town living expenses.
<br />(f) Additional insurance coverage or limits requested by Client in
<br />excess of that normally provided by Architect and Architect's
<br />consultants.
<br />8.3 Progress Payments. Progress payments for Basic and Additional
<br />Services and Reimbursable Expenses shall be due and payable upon
<br />receipt of Architect's invoices. Disputes or questions regarding an
<br />invoice or a portion of an invoice shall not be cause for withholding
<br />payment for the remaining portions due, Amounts unpaid thirty (30)
<br />days after the issue date of Architect's invoice shall be assessed a
<br />service charge of one and one -half percent (1-1/2%) per month.
<br />8.4 Time Extensions. This Agreement anticipates that Architect's
<br />services will proceed continuously in accordance with the Project
<br />schedule, If the Project is suspended for, or the time limits set forth in
<br />the original schedule are otherwise extended by, more than thirty (30)
<br />days beyond the dates established, Architect's compensation shall be
<br />equitably adjusted.
<br />8.5 Change in Project Scope. If portions of the Project are deleted or
<br />otherwise not constructed, compensation for those portions of the
<br />Project shall be payable to the extent services are performed on those
<br />portions.
<br />Article 9 - Miscellaneous Provisions
<br />9.1 Governing Law. This Agreement shall be governed by the law of
<br />the location of Architect's office identified in the Letter of Agreement.
<br />9.2 Property Insurance Waivers. Client shall cause Architect and
<br />Architect's consultants to be named as Additional Insureds on
<br />Contractor's General Liability Policy and any property insurance
<br />purchased for the period of construction of the Project. Such insurance
<br />shall be endorsed to provide a waiver of the insurers' rights of
<br />subrogation against Architect and Architect's consultants.
<br />9.3 Mutual Waiver of Consequential Damages. The parties hereby
<br />waive, as against each other, any claims for incidental, special,
<br />exemplary or consequential damages.
<br />9.4 Assignment and Third Parties. Neither party shall assign this
<br />Agreement, any right arising out of it, or the performance of
<br />obligations hereunder, without the written consent of the other.
<br />Nothing contained in this Agreement shall create a contractual
<br />relationship with, or a cause of action in favor of, any third party.
<br />9.5 Royalties. Client acknowledges that Architect has designed and
<br />may design certain products manufactured by others for which
<br />Architect receives royalties based on sales volume. Prior to
<br />recommending any such product for use on a Project, Architect will
<br />endeavor to notify Client that Architect may receive royalties from the
<br />sale of the product and advise Client about any alternative products.
<br />Client agrees that inadvertent failure to advise Client of any such
<br />product designed by Architect for which Architect receives royalties
<br />shall not be the basis of any claim in law.
<br />9.6 Professional Credits. Architect shall have the right to include
<br />representations of the design of the Project, including photographs,
<br />among Architect's professional materials, including, but not limited to,
<br />promotional materials, professional publications, and competition
<br />submissions, Client shall provide professional credit for the Architect
<br />in Client's promotional materials for the Project.
<br />9.7 Latent Conditions. In the event that the Project includes any
<br />remodeling, alteration, or rehabilitation work, Client acknowledges that
<br />certain design and technical decisions shall be made on assumptions
<br />based on available documents and visual observations of existing
<br />conditions.
<br />9.8 Areas and Measurements. Areas and measurements provided by
<br />Architect are derived from drawing dimensions or field measurements
<br />and are not intended to be used as the basis for calculating rent or for
<br />other similar purposes.
<br />9.9 Hazardous Materials. Client acknowledges that Architect has no
<br />expertise in, and is not being retained for the purposes of,
<br />investigating, detecting, abating, replacing, remediating, or removing
<br />any items, products, or materials containing hazardous substances.
<br />9.10 Design /Build by Contractor. Architect and its consultants shall
<br />have no responsibility for the design, technical adequacy or accuracy,
<br />installation, or performance of any Design /Build portions of the
<br />Project,
<br />9.11 Anti - Bribery and Anti - Corruption Commitment. Client and
<br />Architect acknowledge their responsibilities and commitment to abide
<br />by and comply with international anti - corruption laws, including but
<br />not limited to the United States Foreign Corrupt Practices Act and the
<br />United Kingdom Anti - Bribery Act, and any amendments and related
<br />regulations, in addition to their own ethical guidelines. No Client or
<br />Architect employee, or any individual or entity acting on behalf of or
<br />for the benefit of either party, shall give anything of value, or that may
<br />be perceived as valuable, to a foreign official or any other individual for
<br />the purpose of influencing any act, securing any improper advantage,
<br />or obtaining /retaining business, Further, no Client or Architect
<br />employee may receive or accept anything of value, or that may be
<br />perceived as valuable, from any other individual for the purpose of
<br />influencing any act, securing an improper advantage, or
<br />obtaining /retaining business. Either party may terminate this
<br />Agreement at any stage of the Project, if it has a good faith basis to
<br />believe that the other party failed to comply with the provisions of this
<br />Section 9.11, including any non - compliance prior to the effective date
<br />of this Agreement. The non - compliant party shall indemnify the other
<br />party from and against any and all liabilities, losses, damages, costs,
<br />and expenses (including reasonable attorneys' fees and costs of
<br />defense), together with Interest thereon, arising out of or resulting
<br />from such non - compliance.
<br />9.12 Entire Agreement and Non - Waiver. This Agreement represents
<br />the entire and integrated agreement between Client and Architect and
<br />supersedes all prior negotiations, representations, or agreements. No
<br />failure to act by either Party hereto shall be deemed to constitute a
<br />waiver of such Party's rights or remedies hereunder.
<br />Gensler STC Sept. 92014 Pa x e2 of
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