Project Agreement between , a
(Name of Church)
Nonprofit Church Corporation, and Architect
(Name of State)
Agreement made on the , between ,
(Date) (Name of Churh)
a Nonprofit Church Corporation ) , organized and existing under the laws of the state of
, with its principal office located at ,
(Name of State) (Street Address)
, referred to herein as Owner, and ,
(City, County, State, Zip Code) (Name of Architect )
of , referred to herein as Architect .
(Street Address, City, County, State, Zip Code)
For and in consideration of the mutual covenants contained in this Agreement, and other good
and valuable consideration, the parties agree as follows:
I. General Services of Architect. Architect agrees to perform professional services in
connection with the Project (the Project ) described in this Agreement. Architect will serve as
Owner's professional architectural representative in those phases of the Project to which this
Agreement applies, and will give consultation and advice to Owner during the performance
of his services under this Agreement.
II. Preliminary Report Phase. During the preliminary report phase Architect will:
A. Consult with Owner to determine Owner's requirements for the Project.
B. Advise Owner as to the necessity of its providing or obtaining services from
others of the types described in Section IX of this Agreement and act as Owner's
representative in connection with any such services.
C. Prepare a preliminary architectural study and report on the Project, in sufficient
detail to indicate clearly the problems involved and the alternate solutions available to
Owner, to include schematic layouts and sketches and a general cost estimate for the
Project, and to set forth Architect’s recommendations.
D. Furnish copies of the above study and report.
(Number)
III. Preliminary Design Phase. After written authorization to proceed with the preliminary
design phase, Architect will:
Project Agreement Page 1 of 14
A. Advise Owner as to the necessity of his obtaining further services from others of
the types described in Section IX of this Agreement and act as Owner's representative in
connection with any such services.
B. On the basis of the approved preliminary architectural study and report and the
data obtained as a result of such further services, prepare preliminary design documents
consisting of design criteria, drawings, and outline specifications to develop and establish
a scope of the Project.
C. Prepare a revised cost estimate for the Project based on the information given in
the preliminary design documents.
D. Furnish copies of the above preliminary design documents and cost estimate.
(Number)
IV. Final Design Phase. After written authorization to proceed with the final design phase,
Architect will:
A. On the basis of the approved preliminary design documents, prepare for
incorporation in the contract documents, detailed drawings, and plans to show the
character and scope of the work to be performed by Contractors on the Project (the
drawings ), and instructions to bidders, general conditions, special conditions, and
technical provisions (the specifications ).
B. Furnish to Owner architectural data for and assist in the preparation of the
required documents so that Owner may secure approval of such governmental authorities
as have jurisdiction over design criteria applicable to the Project.
C. Advise Owner of any adjustment of the cost estimate for the Project caused by
changes in scope, design requirements, or construction costs, and furnish a revised cost
estimate for the Project based on the completed drawings and specifications.
D. Prepare proposal forms and notice to bidders and assist in the preparation of the
contract documents.
E. Furnish copies of the drawings and specifications in final form.
(Number)
V. Bidding or Negotiating Phase. After written authorization to proceed with the bidding
or negotiating phase, Architect will:
A. Assist Owner in obtaining and evaluating bids or negotiating proposals and
preparing construction contracts.
B. Consult with Owner concerning, and participate in all decisions as to, the
acceptability of subcontractors and other persons and organizations proposed by the
Project Agreement Page 2 of 14
general contractor for those portions of the work as to which such acceptability is
required by the bidding documents.
C. The bidding and negotiating phase shall terminate on commencement of the
construction phase, or on cessation of negotiations with contractors (except as may
otherwise be required to complete the services called for in Section XVI of this
Agreement).
VI. Construction Phase. The construction phase will commence with the award of the
construction contract and will terminate on written approval of final payment of Architect .
During the construction phase the Architect will:
A. Advise and consult with Owner and act as his representative as
provided in a document, which is to be identified, attached to, and made a part of this
Agreement. The extent and limitations of the duties, responsibilities, and authority
of Architect as assigned in such document shall not be modified without Architect’s
prior, express, and written consent. All of Owner's instructions to Contractor shall be
issued through Architect who shall have authority to act on behalf of Owner to the extent
provided in such document except as otherwise provided in writing.
B. Make periodic visits to the site to observe the progress and quality of the executed
work and to determine in general if the work is proceeding in accordance with the
contract documents. He will not be required to make exhaustive or continuous on-site
inspections to check the quality or quantity of the work. He will not be responsible for the
construction means, methods, techniques, sequences, or procedures or the safety
precautions incident to such work. His efforts will be directed toward providing
assurance for Owner that the completed Project will conform to the requirements of the
contract documents, but he will not be responsible for the Contractor's failure to perform
the construction work in accordance with the contract documents. During such visits and
on the basis of his on-site observations as an experienced and qualified design
professional, he will keep Owner informed of the progress of the work, will endeavor to
alert Owner to defects and deficiencies in the work of the Contractor, and may
disapprove or reject work as failing to conform to the contract documents.
C. Review and approve shop drawings, diagrams, illustrations, brochures, catalog
data, schedules and samples, the results of tests and inspections and other data that the
Contractor is required to submit, but only for conformance with the design concept of the
Project and compliance with the information given in the contract documents. He will
also assemble maintenance and operating instructions, schedules, guarantees, bonds, and
certificates of inspection as required by the contract documents.
D. Issue all instructions of Owner to the Contractor and prepare routine change
orders as required. He may, as Owner's representative, require special inspection or
testing of the work, whether or not fabricated, installed, or completed. He will act as
interpreter of the terms and conditions of the contract documents and judge of the
performance under such terms and conditions by Owner and the Contractor and will
make decisions on all claims of Owner and the Contractor relating to the execution and
progress of the work and all other matters and questions related to such work, but he shall
Project Agreement Page 3 of 14
not be liable for the results of any such interpretations or decisions rendered by him in
good faith.
E. Based on his on-site observations as an experienced and qualified design
professional and on his review of the Contractor's applications for payment and
supporting data, he will determine the amount owing to the Contractor and approve in
writing payment to the Contractor in such amounts. Such approvals of payment shall
constitute a representation to Owner, based on such observations and review, that the
work has progressed to the point indicated and that, to the best of his knowledge,
information, and belief, the quality of the work is in accordance with the contract
documents (subject to an evaluation of the work as a functioning Project upon substantial
completion, to the results of any subsequent tests called for in the contract documents and
to any qualifications stated in his approval), but by approving an application for
payment he shall not be deemed to have represented that he has made any examination to
determine how or for what purposes the Contractor has used the moneys paid on account
of the contract price.
F. Conduct an inspection to determine if the Project is substantially complete and a
final inspection to determine if the Project has been completed in accordance with the
contract documents and the Contractor has fulfilled all of his obligations under such
contract documents so that Architect may approve, in writing, final payment to the
Contractor.
G. Architect shall not be responsible for the acts or omissions of the Contractor, any
subcontractor, or any of the Contractor's or subcontractor's agents or employees or any
other person performing any of the work under the construction contract.
VII. Additional Services of Architect. If authorized in writing by Owner, Architect will
furnish or obtain from others additional services of the following types, which will be paid for by
Owner as indicated in Sections XI, XII, and XIII of this Agreement:
A. Preparation of applications and supporting documents for governmental grants,
loans, or advances in connection with public works projects.
B. Services to make measured drawings of or to investigate existing conditions or
facilities, or to verify the accuracy of drawing or other information furnished by Owner.
C. Additional services due to significant changes in general scope of the Project or
its design including, but not limited to, changes in size, complexity, or character of
construction.
D. Preparation of renderings of models for Owner's use.
E. Revision of previously approved studies, reports, design documents, drawings, or
specifications, when such revisions are due to causes beyond the control of Architect .
F. Preparation of documents for alternate bids requested by Owner for work that is
not executed or of documents for out-of-sequence work.
Project Agreement Page 4 of 14
G. Investigations involving detailed consideration of operations, maintenance, and
overhead expenses; and the preparation of rate schedules, earnings, and expense
statements, feasibility studies, appraisals and valuations; detailed quantity surveys of
material and labor; and material audits or inventories required for certification of force
account construction performed by Owner.
H. Furnishing of services of special consultants for other than the
normal Architecting services incident to the Project.
I. Additional services resulting from the Project involving more than one general
construction contract, or separate construction contracts for different building trades, or
separate equipment contracts.
J. Services in connection with change orders to reflect changes initiated by Owner if
the resulting change in compensation for basic services is not commensurate with the
services rendered.
K. Services necessitated by out-of-town travel required of Architect other than visits
to the Project site as required by this Agreement.
L. Preparation for Owner, on request, of a set of reproducible record prints of
drawings showing those changes made during the construction process, based on the
marked up prints, drawings, and other data furnished by the Contractor to Architect and
which Architect considers significant.
M. Additional or extended services during construction made necessary by:
1. Work damaged by fire or other cause during construction;
2. A significant amount of defective or neglected work of the Contractor;
3. Prolongation of the construction contract time by more than days;
(Number)
4. Acceleration of the work schedule involving services beyond normal
working hours; and
5. Default by Contractor under the construction contract.
N. Preparation of operating and maintenance manuals; extensive assistance in the use
of any equipment or system (such as initial start-up, testing, adjusting, and balancing);
and training personnel for operation and maintenance.
O. Services or consultation after completion of the construction phase, such as
frequent inspections during any guarantee period and reporting of observed discrepancies
under guarantees called for in the construction contract.
P. Preparation to serve or serving as a witness for Owner in any litigation or
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other proceeding involving the Project.
Q. Additional services in connection with the Project, including services not
otherwise provided for in this Section.
VIII. Resident Services during Construction.
A. If requested by Owner or recommended by Architect and approved in writing by
the other, one or more full-time resident project representatives will be furnished and
directed by Architect in order to provide more extensive representation at the Project Site
during the construction phase. Such resident Project representation will be paid for by
Owner as indicated in Paragraph B of Section XI of this Agreement.
B. The duties and responsibilities and the limitations on the authority of the resident
project representative shall be set forth in Exhibit A which is to be identified, attached to,
and made a part of this Agreement before such services begin.
C. Through the more continuous on-site observations of the work in progress and
field checks of materials and equipment by the resident project representative (if one is to
be furnished), Architect will endeavor to provide further protection for Owner against
defects and deficiencies in the work, but the furnishing of such resident Project
representation shall not make Architect responsible for the Contractor's failure to perform
the construction work in accordance with the contract documents.
IX. Owner’s Responsibilities. Owner's responsibilities in connection with the Project shall
be as follows:
A. Provide full information as to its requirements for the Project.
B. Assist Architect by placing at his disposal all available information pertinent to
the site of the Project including previous reports and any other data relative to design and
construction of the Project.
C. Furnish Architect with property, boundary, right of way, topographic and utility
surveys; core borings, probings and subsurface explorations; hydrographic surveys,
laboratory tests, and inspections of samples and materials, and other special consultations
not covered in Section VII of this Agreement, all of which Architect may rely on in
performing his services under this Agreement.
D. Guarantee access to and make all provisions for Architect to enter on public and
private lands as required for him to perform his services under this Agreement.
E. Examine all studies, reports, sketches, estimates, specifications,
drawings, proposals, and other documents presented by Architect and render in writing
decisions pertaining to such matters within a reasonable time so as not to delay the work
of Architect.
F. Advertise for proposals from bidders, open the proposals at the appointed time
and place, and pay for all costs incident to such advertising and opening.
Project Agreement Page 6 of 14
G. Provide such legal, accounting, and insurance counseling services as may be
required for the Project, and such auditing service as Owner may require to ascertain how
or for what purpose the Contractor has used the money paid to him under the
Construction Agreement.
H. Designate in writing a person to act as Owner's representative with respect to the
work to be performed under this Agreement. Such person shall have complete authority
to transmit instructions, receive information, interpret and define Owner's policies and
decisions with respect to materials, equipment elements, and systems pertinent to the
work covered by this Agreement.
I. Give prompt written notice to Architect whenever Owner observes or otherwise
becomes aware of any defect in the Project.
J. Obtain approval of all governmental authorities having jurisdiction over the
Project and such approvals and consents from such other individuals or bodies as may be
necessary for completion of the Project.
K. If the Project involves more than one general contract, or separate construction
contracts for different building trades or separate equipment contracts, ensure that the
general conditions of all such contracts are substantially identical.
L. Furnish, or direct Architect to provide at Owner's expense, necessary additional
services as stipulated in Section VII of this Agreement, or other services as required.
X. Period of Service.
A. The services called for in the preliminary report phase of this Agreement shall be
completed and the report submitted within days following authorization
(Number)
for Architect to proceed.
B. After acceptance by Owner of the preliminary report and general cost estimate,
indicating any specific modifications or changes in scope desired by Owner, and on
written authorization from Owner, Architect will proceed with the performance of these
services called for in the preliminary design phase of this Agreement, and shall submit
preliminary design documents and cost estimates within
days following
(Number)
authorization for Architect to proceed.
C. After acceptance by Owner of the preliminary design documents and revised cost
estimates, indicating any specific modifications or changes in scope desired by Owner,
and on written authorization from Owner, Architect will proceed with the performance of
the services required by the final design phase of this Agreement, so as to deliver
completed detailed construction drawings, specifications, and cost estimates for all
authorized work on the Project within
days afterward.
(Number)
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D. Architect’s services under the preliminary report phase, preliminary design
phase, and final design phase shall each be considered complete (1) on the date when the
submissions for that phase have been accepted by Owner; or (2) days after the
(Number)
date such submissions are delivered to Owner for final approval, whichever is earlier.
E. Unless sooner terminated as provided in Section XIV of this Agreement, this
Agreement shall remain in force:
1. For a period that may reasonably be required for the design, award of
contracts, and construction of the Project, including extra work and any required
extension; or
2. If construction is not commenced, for a period of
months after the
(Number)
completion of these services called for in that phase of the work last authorized.
In spite of the above, however, the provisions of Section XVII of this Agreement
shall remain in effect after termination of the other provisions of this Agreement.
F. If Owner has requested significant modifications or changes in the scope of the
Project, the time of performance under Paragraphs A, B, and C of this Section shall be
adjusted appropriately.
G. If the design or construction of the Project is delayed significantly for reasons
(including costs of construction) beyond Architect’s control, the various rates of
compensation provided for elsewhere in this Agreement shall be subject to renegotiation.
XI. Payments for Services and Expenses.
A. Basic Services. Owner will pay Architect for basic services performed under
Section I of this Agreement: a lump sum fee of ____ % of the Project’s construction cost.
B. Additional Services. Owner will pay for additional services performed under
Paragraphs A to O of Section VII of this Agreement, inclusive, and Paragraph A of
Section VIII of this Agreement on the basis of payroll costs of salaries and wages as
defined in Paragraph E of Section XIII of this Agreement, times a factor as provided in
Paragraph B of Section XII of this Agreement, and the actual costs of reimbursable
expenses as defined in Paragraph F of Section XIII of this Agreement.
C. Expert testimony. Owner will pay Architect for preparing to serve and serving as
an expert witness at the rate of $ ______ per day or any portion of a day and the actual
costs of reimbursable expenses as defined in Paragraph F of Section XIII of this
Agreement.
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XII. Times of Payment.
A. Payments on account of the fee for basic services as provided in Subparagraphs
A of Section XI of this Agreement shall be made as follows:
1. At the execution of this Agreement, a primary payment of $ ______ as a
minimum payment for the basic services under this Agreement which shall be
credited to the final payment to be made under this Agreement.
2. Progress payments shall be made in proportion to services performed. The
compensation for basic services shall amount to the following percentage of the
total fee at completion of each phase of the work:
a. Preliminary report phase: (e.g.,15%) ;
b. Preliminary design phase: (e.g., 35%) ;
c. Final design phase: (e.g., 75%) ;
d. Bidding or negotiating phase: (e.g., 80%) ; and
e. Construction phase: (e.g., 100%).
B. Payments for basic and additional services of Architect based on payroll costs of
salaries and wages times a factor shall provide for general overhead and profit and shall
be based on the following factors:
1. The factor shall be for basic services
(Specify)
described in this Agreement, performed by personnel assigned to the regularly
established offices of Architect.
2. The factor shall be for additional
(Specify)
services as described in Paragraphs A to O of Section VII of this Agreement,
inclusive, performed by personnel assigned to the regularly established offices
of Architect.
(Specify)
3. The factor shall be for additional
(Specify)
services performed in connection with resident Project representation furnished in
accordance with Section VIII of this Agreement.
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C. Payments for basic services, additional services, and reimbursable expenses shall
be made on presentation of Architect’s detailed statement.
(Specify, such as: Monthly)
XIII. General Cost and Expense Provisions.
A. Project construction cost to be used as a basis for payment under Subparagraph
A of Section XI of this Agreement shall be based on one of the following sources with
precedence in the order listed:
1. Total cost of all work performed as designed or specified by Architect
including labor, materials, and equipment.
2. The lowest acceptable bona fide Contractor's proposal.
3. Architect’s most recent cost estimate for the Project. All labor, materials,
or equipment furnished by Owner shall be included at fair market value.
B. Such Project construction cost shall not include Architect’s fee, the cost of the
land, right-of-way, or compensation for or damages to property unless this Agreement so
specifies, nor shall it include Owner's legal, accounting, insurance counseling, or auditing
services or interest charges incurred in connection with the Project.
C. If any portion of the Project is not bid or put under contract for a period
of (number) months after completion of the final design phase, the compensation under
Subparagraph A of Section XI of this Agreement shall be based on one of the following
sources with precedence in the order listed (i) lowest acceptable bona fide Contractor's
proposal for such portion of the Project; or (ii) Architect’s most recent cost estimate for
such portion of the Project.
D. No deductions shall be made from Architect’s compensation on account of
penalty, liquidated damages, or other amounts withheld from payments to the Contractor.
E. The payroll cost of salaries and wages used as a basis for payment under
Paragraph B of Section XII of this Agreement shall mean the cost of salaries and wages
paid to principals and employees engaged directly on the Project, including, but not
limited to, Architects, architects, surveyors, designers, drafters, specification writers,
estimators, office personnel, plus cost of fringe benefits including, but not limited to,
social security contributions, unemployment, excise,
and payroll taxes, workers' compensation, health and retirement benefits, bonuses, sick
leave, and vacation and holiday pay applicable to such persons.
F. Reimbursable expenses shall include the actual expense of transportation and
subsistence of principals, employees, and consultants when traveling in connection with
the Project, consultants' fees, field office expenses, resident Project representatives'
subsistence, and transportation, toll telephone calls and telecommunications, reproduction
of reports, drawings, and specifications, and similar Project related items.
Project Agreement Page 10 of 14
G. Amounts not paid Architect when due as provided in this Agreement shall bear
interest at the legal rate in force at the principal place of business of Architect.
H. If Architect's most recent cost estimate for the Project or the lowest bona fide
Contractor's proposal is in excess of any limit stated in this Agreement, Owner shall give
written approval of an increase in the limit, or it shall cooperate in revising the Project's
scope or quality, or both, to reduce the cost as required.
I. If this Agreement is terminated on completion of any phase of Architect’s
services, the progress payments to be made in accordance with Subparagraph A of
Section XII of this Agreement on account of that and all prior phases shall constitute
total payment for services rendered. If terminated during any phase of the work, Architect
shall be paid for services performed during such phase on the basis of his reasonable
estimate of the portion of such phase completed prior to termination. In the event of any
termination, Architect shall be paid all terminal expenses resulting from such termination,
plus payment for additional services then due. Any primary payment made under
Subparagraph A of Section XI of this Agreement shall be credited to any terminal
payment due to Architect.
J. If, prior to termination of this Agreement, any work designed or specified
by Architect during any phase of the work is suspended in whole or in part for more
than (number) months, or abandoned, after written notice from Owner, Architect shall be
paid for services performed prior to receipt of such notice from the Owner as provided in
Paragraph I of this Section XIII of this Agreement for termination during any phase of
the work.
XIV. Termination.
A. This Agreement may be terminated by either party by days' written notice in the
(Number)
event of substantial failure to perform in accordance with the terms of this Agreement by the
other party through no fault of the terminating party.
B. If this Agreement is so terminated, Architect shall be paid as provided in
Paragraph I of Section XIII of this Agreement.
XV. Ownership of Documents. All documents, including original drawings, estimates,
specifications, field notes, and data are and remain the property of Architect as instruments of
service. Owner may at its expense obtain a set of reproducible record prints of drawings and
copies of other documents in consideration of which Owner will use them solely in connection
with the Project, and not for the purpose of making subsequent extensions or enlargements to the
Project and it will not sell, publish, or display them publicly. Re-use for extensions of the
Project, or for new projects, shall require the prior, express, and written permission of Architect
and shall entitle him to further compensation at a rate to be agreed on by Owner and Architect.
XVI. Estimates.
Project Agreement Page 11 of 14
A. Since Architect has no control over the cost of labor, materials, or equipment, or
over the Contractor's methods of determining prices, or over competitive bidding or
market conditions, the estimates of construction cost provided for in this Agreement are
made on the basis of his experience and qualifications and represent his best judgment as
a design professional familiar with the construction industry, but Architect does not
guarantee that bids or the Project construction cost will not vary from cost estimates
prepared by him.
B. If, as a condition to this Agreement, a Project construction cost limit is
established, the following shall apply:
1. The approval by Owner, at any time during the basic services of a revised
cost estimate in excess of the then established cost limit, shall constitute a
corresponding increase in the Project construction cost limit.
2. Any Project construction cost limit established by this Agreement shall
include a bidding contingency of unless another amount is
(Percentage)
agreed on in writing.
3. Architect shall be permitted to determine what materials, equipment,
component systems, and types of construction are to be included in the drawings
and specifications and to make reasonable adjustments in the scope of the Project
to bring it within the cost limit.
4. If the construction phase has not commenced within months of the
(Number)
completion of the final design phase, the established Project construction cost
limit in this Agreement shall not be effective or binding on Architect, and Owner
will consent to an adjustment in such cost limit commensurate with any change in
the general level of prices in the construction industry between the date of
completion of the final design phase and the date on which proposals or bids are
sought.
5. If the lowest bona fide proposal or bid exceeds the established Project
construction cost limit, Owner will:
a. Give written approval to increase such cost limit;
b. Authorize negotiating or rebidding the Project within a reasonable
time; or
c. Cooperate in revising the Project scope.
In the case of (c) above, Architect will, without additional charge, modify the
drawings and specifications as necessary to bring the Project construction cost within the
cost limit. The providing of such service shall be the limit of Architect's responsibility in
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this regard and having done so, Architect’s shall be entitled to payment for his services in
accordance with this Agreement.
XVII. Insurance. Architect shall secure and maintain such insurance as will protect Architect
from claims under the workers' compensation acts and from claims for bodily injury, death, or
property damage that may arise from the performance of Architect services under this
Agreement.
XVIII. No Personal Liability. Nothing in this Agreement shall be construed as creating any
personal liability on the part of any officer or agent of any public body that may be a party to this
Agreement, nor shall it be construed as giving any rights or benefits under this Agreement to
anyone other than the parties to this Agreement.
XIX. Excusable Delay. Neither party to this Agreement shall be liable to the other for any
loss, cost, or damages, arising out of, or resulting from, any failure to perform in accordance with
the terms of this Agreement where the cause of such failure shall include, but not be limited to,
acts of God, strikes, lockouts, or other industrial disturbances, wars, whether declared or
undeclared, blockades, insurrections, riots, governmental action, explosions, fire, floods, or any
other cause not within the reasonable control of either party.
XX . Severability. The invalidity of any portion of this Agreement will not and shall not be
deemed to affect the validity of any other provision. If any provision of this Agreement is held to
be invalid, the parties agree that the remaining provisions shall be deemed to be in full force and
effect as if they had been executed by both parties subsequent to the expungement of the invalid
provision.
XXI. No Waiver. The failure of either party to this Agreement to insist upon the performance
of any of the terms and conditions of this Agreement, or the waiver of any breach of any of the
terms and conditions of this Agreement, shall not be construed as subsequently waiving any such
terms and conditions, but the same shall continue and remain in full force and effect as if no such
forbearance or waiver had occurred.
XXII. Governing Law. This Agreement shall be governed by, construed, and enforced in
accordance with the laws of the State of .
(Name of State)
XXIII. Notices. Unless provided herein to the contrary, any notice provided for or concerning
this Agreement shall be in writing and shall be deemed sufficiently given when sent by certified
or registered mail if sent to the respective address of each party as set forth at the beginning of
this Agreement.
XXIV. Attorney’s Fees. In the event that any lawsuit is filed in relation to this Agreement, the
unsuccessful party in the action shall pay to the successful party, in addition to all the sums that
either party may be called on to pay, a reasonable sum for the successful party's attorney fees.
XXV. Mandatory Arbitration. Notwithstanding the foregoing, and anything herein to the
contrary, any dispute under this Agreement shall be required to be resolved by binding
arbitration of the parties hereto. If the parties cannot agree on an arbitrator, each party shall select
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one arbitrator and both arbitrators shall then select a third. The third arbitrator so selected shall
arbitrate said dispute. The arbitration shall be governed by the rules of the American Arbitration
Association then in force and effect.
XXVI. Entire Agreement. This Agreement shall constitute the entire agreement between the
parties and any prior understanding or representation of any kind preceding the date of this
Agreement shall not be binding upon either party except to the extent incorporated in this
Agreement.
XXVII. Modification of Agreement. Any modification of this Agreement or additional
obligation assumed by either party in connection with this Agreement shall be binding only if
placed in writing and signed by each party or an authorized representative of each party.
XXVIII. Assignment of Rights. The rights of each party under this Agreement are personal to
that party and may not be assigned or transferred to any other person, firm, corporation, or other
entity without the prior, express, and written consent of the other party.
XXIX. Counterparts. This Agreement may be executed in any number of counterparts, each of
which shall be deemed to be an original, but all of which together shall constitute but one and the
same instrument.
XXX. Compliance with Laws. In performing under this Agreement, all applicable
governmental laws, regulations, orders, and other rules of duly-constituted authority will be
followed and complied with in all respects by both parties.
WITNESS our signatures as of the day and date first above stated.
(Name of Church)
By: By:
( Signature of Architect ) (Signature of Officer)
(Print or Type Name) (Print or Type Name)
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