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<br />Agreement pursuant to Section 9.3, the Owner shall compensate the Architect for services performed prior to termination,
<br />Reimbursable Expenses incurred, and reasonable, substantiated costs attributable to termination., including the costs
<br />attributable to the ArchitectÓs termination of consultant agreements.
<br />
<br />§ 9.7 In addition to any amounts paid under Section 9.6, if the Owner terminates this Agreement for its convenience pursuant
<br />to Section 9.5, or the Architect terminates this Agreement pursuant to Section 9.3, the Owner shall pay to the Architect the
<br />following fees:
<br />(Set forth below the amount of any termination or licensing fee, or the method for determining any termination or licensing
<br />fee.)
<br />
<br />.1 Termination Fee:
<br />
<br />
<br />
<br />.2 Licensing Fee if the Owner intends to continue using the ArchitectÓs Instruments of Service:
<br />
<br />
<br />
<br />
<br />§ 9.8 7 Except as otherwise expressly provided herein, this Agreement shall terminate one year from the date of Substantial
<br />Completion.
<br />
<br />§ 9.9 8 The OwnerÓs rights to use the ArchitectÓs Instruments of Service in the event of a termination of this Agreement are set
<br />forth in Article 7 and Section 9.7. In the event of Termination, and upon payment to the Architect of all sums due that are not
<br />the subject of a good faith dispute, the Owner and its designated agents and consultants, shall have a non-exclusive license to
<br />use the ArchitectÓs, and its consultantÓs, Instruments of Service, documents, data, and records relating to the Project, in the
<br />condition they were in on the date of Termination, for the limited purpose of completing, operating, and maintaining the
<br />Project. The ArchitectÓs contracts with its consultants shall incorporate provisions whereby its consultants agree to be bound
<br />by the terms of this section. Upon request, the Architect and its consultants shall promptly furnish the Owner with legible
<br />copies of their Instruments of Service, documents, data, and records relating to the Project, and the Owner shall reimburse the
<br />Architect and its consultants for their reasonable copying and clerical expenses therefor.
<br />
<br />ARTICLE 10 MISCELLANEOUS PROVISIONS
<br />§ 10.1 This Agreement shall be governed by the law of the place where the Project is located., excluding that jurisdictionÓs
<br />choice of law rules. If the parties have selected arbitration as the method of binding dispute resolution, the Federal Arbitration
<br />Act shall govern Section 8.3.
<br />
<br />§ 10.2 Terms in this Agreement shall have the same meaning as those in AIA Document A201Î2017, General Conditions of
<br />the Contract for Construction, as modified, except as modified in this Agreement. The term ÐContractorÑ as used in A201Î
<br />2017 shall mean the Construction Manager.
<br />
<br />§ 10.3 The Owner and Architect, respectively, bind themselves, their agents, successors, assigns, and legal representatives to
<br />this Agreement. Neither the Owner nor the Architect shall assign this Agreement without the written consent of the other,
<br />except that the Owner may assign this Agreement to a lender providing financing for the Project if the lender agrees to assume
<br />the OwnerÓs rights and obligations under this Agreement, including any payments due to the Architect by the Owner prior to
<br />the assignment.
<br />
<br />§ 10.4 If the Owner requests the Architect to execute certificates, the proposed language of such certificates shall be submitted
<br />to the Architect for review at least 14 days prior to the requested dates of execution. If the Owner requests the Architect to
<br />execute consents reasonably required to facilitate assignment to a lender, the Architect shall execute all such consents that are
<br />consistent with this Agreement, provided the proposed consent is submitted to the Architect for review at least 14 days prior
<br />to execution. The Architect shall not be required to execute certificates or consents that would require knowledge, services, or
<br />responsibilities beyond the scope of this Agreement.
<br />
<br />§ 10.5 Nothing contained in this Agreement shall create a contractual relationship with, or a cause of action in favor of, a third
<br />AIA Document B133 Î 2019. Copyright ¨ 2014, and 2019. All rights reserved. ÐThe American Institute of Architects,Ñ ÐAmerican Institute of Architects,Ñ ÐAIA,Ñ the
<br />
<br />AIA Logo, and ÐAIA Contract DocumentsÑ are trademarks of The American Institute of Architects. This draft was produced at 13:48:18 CDT on 08/13/2025 under
<br />22
<br />Subscription No.20250116558 which expires on , is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract
<br />®
<br />Documents Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com.
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