Exhibit 6.3

AIA® Document B101™ - 2007

Standard Form of Agreement Between Owner and Architect

AGREEMENT made as of the 29th day of January in the year 2016
(In words, indicate day, month and year.)

BETWEEN the Architect’s client identified as the Owner:
(Name, legal status, address and other information)

Richard Meruelo
USA Capital Management Inc.
404 Ave Constitución 208
San Juan PR 00901
Work 787.900.5048
Mobile: 213.604.5454

Email: ricmeruelo@aol.com

and the Architect:
(Name, legal status, address and other information)

Kobi Karp
Kobi Karp Architecture & Interior Design, Inc.
2915 Biscayne Blvd
Suite 200
Miami, FL 33137
Phone: 305.573.181
Fax: 305.573.3766

for the following Project:
P-16016 1700 NE 2nd Avenue - Best Western Vibe

The Owner and Architect agree as follows.
Scope of Project:
The proposed project is the Architectural design of the Best Western Vibe hotel located at 1700 NE 2nd Avenue, Miami, FL 33132.

*Interior Design Services are not included in this contract.

Areas of Project:
Site (up to 320,082 SF)

250k - 250 keys

1k/A Above 250 Rooms

TABLE OF ARTICLES

Article 1              INITIAL INFORMATION 

§ 1.1 This Agreement is based on the Initial Information set forth in this Article 1:

The following activities are listed for the purpose of clarifying their inclusion in Architect’s scope of services to be performed by Kobi Karp Architecture and Interior Design, Inc., a licensed and qualified architect; however, this list does not represent all work included in Architect’s scope of services. The enumeration of specific activities shall not be construed to exclude other items generally included in the services of the Architect or fairly implied therein as necessary for the satisfactory completion of services in a time and manner that complies with an agreed project schedule and conforms with laws, ordinances, rules, regulations and requirements of authorities having jurisdiction over the Project as they relate to architecture as well as architectural requirements reasonably identified as necessary to support project marketing which pertain to building, design and architecture only. All drawings, designs, renderings, models as required by Architect’s scope of services, including electronic media, is a service work done for hire and the ownership of such documents/materials vests in the Architect. It shall not be reused or modified without verification, adaptation or consent by Architect. The work product can be conveyed with the sale of the land but shall be for the sole purpose of using on this property. No such conveyance shall be made prior to all amounts due and owed are paid to the Architect at the time of said assignment and written permission is given by the Architect prior to conveyance.

Engineering Services and other consultancy service are not part of this proposal. These services are required to be retained directly by the Owner. Architect shall not be responsible to Owner or any third-party for the professional engineering design services or related work performed by other Licensed and Insured professionals. These may include civil, structural, MEP, landscape architect and/or other professional retained by Owner as a result of the Architect’s basic coordination and integration of these services in the Contract Documents. All subcontractors necessary for approval are to be paid directly by Owner to Engineer. Architect shall not be responsible for any professional services rendered by any licensed and insured engineer or Owner’s consultants. This group of consultants must be both Licensed and Insured and may include:

§ 1.2 The Owner’s anticipated dates for commencement of construction and Substantial Completion of the Work are set forth below:

7/1/2016

7/1/2017

§ 1.3 The Owner and Architect may rely on the Initial Information. Both parties, however, recognize that such information may materially change and, in that event, the Owner and the Architect shall appropriately adjust the schedule, the Architect’s services and the Architect’s compensation.

Article 2              ARCHITECT’S RESPONSIBILITIES 

§ 2.1 The Architect shall provide the professional services as set forth in this Agreement.

§ 2.2 The Architect shall perform its services consistent with the professional skill and care ordinarily provided by architects practicing in the same or similar locality under the same or similar circumstances. The Architect shall perform its services as expeditiously as is consistent with such professional skill and care and the orderly progress of the Project.

§ 2.3 The Architect shall identify a representative authorized to act on behalf of the Architect with respect to the Project.

§ 2.4 Except with the Owner’s knowledge and written consent, the Architect shall not engage in activities, or accept employment, interest or contribution that would reasonably appear to compromise the Architect’s professional judgment with respect to this Project.

Article 3              SCOPE OF ARCHITECT’S BASIC SERVICES 

§ 3.1 The Architect’s Basic Services consist of those described in Article 3 and do not include structural, mechanical, and electrical engineering services. Services not set forth in this Article 3 are Additional Services. Owner shall hire licensed and insured engineers.

§ 3.1.1          The Architect is only licensed by State of Florida License to provide architectural services, not the engineering services required to deliver the Project. The Owner acknowledges that the engineering consultants required to complete the Project are licensed and insured independent contractors and not agents of the Architect. As the Architect cannot render or supervise the engineering services of an independent consultant, the Owner hereby agrees that any claims regarding engineering services provided by the engineering consultants shall be asserted directly against the engineers, without the inclusions of the Architect, and the Owner waives any derivative claims against the Architect as a result of the Architect’s incorporation of the Owner’s consultants’ plans required to complete the project.

§ 3.1.2          The Architect shall manage the Architect’s services, consult with the Owner, research applicable design criteria, attend Project meetings, communicate with members of the Project team and report progress to the Owner.

§ 3.1.3          The Architect shall incorporate its services with those services provided by the Owner’s consultants. The Architect shall be entitled to rely on the accuracy and completeness of services and information furnished by the Owner and the Owner’s consultants. The Architect shall provide prompt written notice to the Owner if the Architect becomes aware of errors, omissions or inconsistencies in such services or information.

§ 3.1.4          If required by Owner, the Architect shall review for the Owner’s approval a schedule for the performance of the project. The schedule and program shall initially include anticipated dates for the commencement of construction and for Substantial Completion of the Work as set forth in the Initial Information. The schedule shall include allowances for periods of time required for the Owner’s review, for the performance of the Owner’s consultants, and for approval of submissions by authorities having jurisdiction over the Project. Once approved by the Owner, time limits established by the schedule shall not, except for reasonable cause, be exceeded by the Architect or Owner. With the Owner’s approval, the Architect shall work within the schedule, if necessary, as the Project proceeds until the commencement of construction.

§ 3.1.5          The Architect shall not be responsible for an Owner’s directive or substitution made without the Architect’s approval.

§ 3.1.6          The Architect shall, at appropriate times and if required, contact the governmental authorities required to approve the Construction Documents, the Owner’s engineers will be responsible for contracting the entities providing utility services to the Project.

§ 3.1.7          The Architect shall assist the Owner, if required, in connection with the Owner’s responsibility for filing architecturally related documents required for the approval of governmental authorities having jurisdiction over the Project. Owner shall hire permit expeditor.

§ 3.2 CONCEPTUAL DESIGN /ZONING PHASE 

Architect will participate in an initial kick-off meeting to understand the consolidated Owner’s objectives, the project schedule and program, and other considerations relevant to the development of the project. Work will proceed based upon the available criteria and appropriate background information provided by the Owner as a foundation for creating plans, layouts and designs that satisfy the Owner’s requirements and recommendations. Plans submitted will become the basis for the further development and implementation of the design.

§ 3.2.1          Conceptual Design; In order to initiate the design phase, the Architect shall receive the following information from the Owner:

§ 3.2.1.1    Boundary Survey of all parcels (electronic in AutoCAD file version). Architect not responsible for accuracy of Owner-provided survey. Site Survey by professional measuring consultant in CAD to be provided by Owner.

§ 3.2.1.2    Any additional information pertinent to developing the conceptual design and zoning submission approval package. Owner’s program to be provided.

§ 3.2.1.3    Deliverables shall include the following:

§ 3.2.2          Zoning Submittal; After approval of conceptual design, prepare CADD plans suitable for submittal to the municipality for planning and/or zoning. Plans shall include municipal requirements and shall also meet Owner’s preliminary programmatic needs (program to be provided by the Owner in writing prior to proceeding with this phase). The zoning package shall include the following:

§ 3.2.2.1    Appropriate floor plans, elevations, building section(s), tabular data sheet as well as other documents required by the municipalities/public authorities/City of Miami for approval to properly represent the design intent of the project.

§ 3.2.2.2    Address staff comments during the review process.

§ 3.2.2.3    Aid in obtaining by sign-off from City. Architect shall endeavor to get approval from Hotel Franchisor.

§ 3.2.2.4    shall include the following:

*Should Kohl Karp Architecture and Interior Design Inc. submit to Owner any work for the Concept Design Zoning phase and the project does not continue for any reason, and KKAID Inc. is not retained as the Architect for the Project, a one-time liquidated damages fee of $_______ shall be due to KKAID within 3 days in addition to the full payment of the entire Phase.

§ 3.3 SCHEMATIC DESIGN PHASE SERVICES 

§ 3.3.1          Based on the Owner’s approval of the Concept Design and Zoning Package, the Architect shall prepare Schematic Design Documents for the Owner’s approval. The Schematic Design Documents shall consist of drawings and other documents including a site plan, if appropriate, and preliminary building plans, sections and elevations; and may include some combination of study models, perspective sketches, or digital modeling per deliverables listed herein. Preliminary selections of major building systems and construction materials shall he noted on the drawings or described in writing. Architect shall get approvals for project from Hotel Franchisor within Architects control.

§ 3.3.1.1    The Architect shall consider the value of alternative materials, building systems and equipment, together with other considerations based on program and aesthetics, in developing a design for the Project that is consistent with the Owner’s program and schedule within Architect’s control.

§ 3.3.2          The Architect shall review the Schematic Design Documents with the Owner, and request the Owner’s approval.

§ 3.3.3          Architect will attend up to three (3) meetings of up to two (2) hours each with Owner and Owner’s consultants in Architect’s office. Any changes, revisions, and/or modifications by Owner resulting in additional meetings shall result in additional services.

§ 3.4 DESIGN DEVELOPMENT PHASE SERVICES 

§ 3.4.1          Based on the Owner’s approval of the Schematic Design Documents and on the Owner’s authorization of any adjustments in the Project requirements, the Architect shall prepare the Design Development Documents for the Owner’s approval. The Design Development Documents shall illustrate and describe the development of the approved Schematic Design Documents and shall consist of drawings and other documents including plans, sections, elevations, typical construction details, and diagrammatic layouts of building systems to fix and describe the size and character of the Project as to architectural and incorporate the structural, mechanical and electrical systems provided by Owner’s engineers, and such other elements as may be appropriate.

§ 3.4.2          Architect will attend up to three (3) meetings of up to two (2) hours each with Owner and Owner’s consultants in Architect’s office. Any changes, revisions, and/or modifications by Owner resulting in additional meetings shall result in additional services.

* Architect shall endeavor to get approval from Hotel Franchisor.

§ 3.5 CONSTRUCTION DOCUMENTS PHASE SERVICES 

§ 3.5.1          Based on the Owner’s approval of the Design Development Documents and on the Owner’s authorization of any adjustments in the Project requirements, the Architect shall prepare Construction Documents for the Owner’s approval. The Construction Documents shall illustrate and describe the further development of the approved Design Development Documents and shall consist of Drawings listed on the plans setting forth in detail the quality levels of materials and systems and other requirements for the construction of the Work. The Owner and Architect acknowledge that in order to construct the Work the Contractor will provide additional information, including Shop Drawings, Product Data, Samples and other similar submittals, which the Architect shall review. (At this time, Construction Phase services are not included in the contract).

§ 3.5.2          The Architect shall incorporate into the Construction Documents the design requirements of governmental authorities having jurisdiction over the Project.

§ 3.5.3          Architect will attend up to three (3) meetings of up to two (2) hours each with Owner and Owner’s consultants in Architect’s office. Any changes, revisions, and/or modifications by Owner resulting in additional meetings shall result in additional services.

§ 3.5.4          Owner shall hire a permit expeditor. Architect is not responsible for program or effectiveness of Owner’s expeditor.

* Plans will be complete when they are approved by all building departments required to get a building permit.

§ 3.5.5          CONSTRUCTION PHASE (TBD)

Article 4              ADDITIONAL SERVICES 

§ 4.1 Any additional work not included in the Scope of Work contained herein including additional architectural design services, additional interior design services, furniture design and selection, value engineering, marketing services, LEED Certification, and meetings with community boards, governmental agencies and officials, mutually agreed to in advance by the Owner and Architect shall be charged as an Additional Service billed on an hourly basis and invoiced monthly based on the Architect’s standard hourly rates.

§ 4.2 Additional Services listed below are not included in Basic Services but may be required for the Project. The Owner shall compensate the Architect as provided in Section 11.2.
(Designate the Additional Services the Architect shall provide in the second column of the table below. in the third column indicate whether the service description is located in Section 4.2 or in an attached exhibit. If in an exhibit, identify the exhibit.)

§ 4.3 Additional Services may be provided after execution of this Agreement, without invalidating the Agreement. Any Additional Services provided in accordance with Section 4.2 shall entitle the Architect to compensation pursuant to Section 10.3 and an appropriate adjustment in the Architect’s schedule.

§ 4.3.1          Upon recognizing the need to perform the following Additional Services, the Architect shall notify the Owner with reasonable promptness and explain the facts and circumstances giving rise to the need. The Architect shall not proceed to provide the following services until the Architect receives the Owner’s written or e-mailed requests or when authorization is given:

§ 4.3.2          If the services covered by this Agreement have not been completed within eighteen (18) months of the date of this Agreement, through no fault of the Architect, extension of the Architect’s services beyond that time shall be compensated as Additional Services.

Article 5              OWNER’S RESPONSIBILITIES 

§ 5.1 Unless otherwise provided for under this Agreement, the Owner shall provide information in a timely mariner regarding requirements for and limitations on the Project, including a written program which shall set forth the Owner’s objectives, schedule, constraints and criteria, including space requirements and relationships, flexibility, expandability, special equipment, systems and site requirements. Within 15 days after receipt of a written request from the Architect, the Owner shall furnish the requested information as necessary and relevant for the Architect to evaluate, give notice of or enforce lien rights.

§ 5.2 The Owner shall identify a representative authorized to act on the Owner’s behalf with respect to the Project. The Owner shall render decisions and approve the Architect’s submittals in a timely manner in order to avoid unreasonable delay in the orderly and sequential progress of the Architect’s services.

§ 5.3 The Owner shall furnish surveys to describe physical characteristics, legal limitations and utility locations for the site of the Project, and a written legal description of the site. The surveys and legal information shall include, as applicable, grades and lines of streets, alleys, pavements and adjoining property and structures; designated wetlands; adjacent drainage; rights-of-way, restrictions, easements, encroachments, zoning, deed restrictions, boundaries and contours of the site; locations, dimensions and necessary data with respect to existing buildings, other improvements and trees; and information concerning available utility services and lines, both public and private, above and below grade, including inverts and depths. All the information on the survey shall be referenced to a Project benchmark. Architect shall not be responsible for accuracy of Owner’s provided surveys and related information.

§ 5.4 The Owner shall furnish services of geotechnical engineers, which may include but are not limited to test borings, test pits, determinations of soil bearing values, percolation tests, evaluations of hazardous materials, seismic evaluation, ground corrosion tests and resistivity tests, including necessary operations for anticipating subsoil conditions, with written reports and appropriate recommendations. Architect shall not be responsible for accuracy of said reports.

§ 5.5 The Owner shall incorporate the services of its own consultants with those services provided by the Architect. Upon the Architect’s request, the Owner shall furnish copies of the scope of services in the contracts between the Owner and the Owner’s consultants. The Owner shall furnish the services of consultants when the Architect requests such services and demonstrates that they are reasonably required by the scope of the Project. The Owner shall require that its consultants maintain professional liability insurance as appropriate to the services provided.

§ 5.6 The Owner shall furnish tests, inspections and reports required by law or the Contract Documents, such as structural, mechanical, and chemical tests, tests for air and water pollution, and tests for hazardous materials. Architect shall not be responsible for accuracy of said tests.

§ 5.7 The Owner shall furnish all legal, insurance and accounting services, including auditing services, that may be reasonably necessary at any time for the Project to meet the Owner’s needs and interests.

§ 5.8 The Owner shall provide prompt written notice to the Architect if the Owner becomes aware of any fault or defect in the Project, including errors, omissions or inconsistencies in the Architect’s Instruments of Service.

§ 5.9 Except as otherwise provided in this Agreement, or when direct communications have been specially authorized, the Owner shall communicate with the Contractor directly and inform the Owner’s consultants about matters arising out of or relating to the Contract Documents. The Owner shall promptly notify the Architect of any direct communications that may affect the Architect’s services.

§ 5.10 The Owner shall provide the Architect access to the Project site prior to commencement of the Work and shall obligate the Contractor to provide the Architect access to the Work wherever it is in preparation or progress.

Article 6              COPYRIGHTS AND LICENSES 

§ 6.1 The Architect and the Owner warrant that in transmitting Instruments of Service, or any other information, the Architect remains the owner of the copyright of such information or has permission from the copyright owner to transmit such information for its use on the Project. If the Owner and Architect intend to transmit Instruments of Service or any other information or documentation in digital form, they shall endeavor to establish necessary protocols governing such transmissions.

§ 6.2 The Architect shall be deemed the author and owner of the respective Instruments of Service, including the Drawings and plan notes, and shall retain all common law, statutory and other reserved rights, including copyrights. Submission or distribution of Instruments of Service to meet official regulatory requirements or for similar purposes in connection with the Project is not to be construed as publication in derogation of the reserved rights of the Architect.

§ 6.3 © The work product provided by Kohl Karp Architecture and Interior Design, Inc. is the sole property of Kobi Karp Architecture and Interior Design, Inc. The work product may not be used without the expressed written consent of Kobi Karp Architecture and Interior Design, Inc (KKAID).

§ 6.4 Upon execution of this Agreement, the Architect grants to the Owner a nonexclusive license to use the Architect’s Instruments of Service solely and exclusively for purposes of constructing, using, maintaining, altering and adding to the Project, provided that the Owner substantially performs its obligations, including prompt payment when due, under this Agreement and so long as the Architect is the current Architect of Record for the project. The license granted under this section permits the Owner to authorize the Contractor, Subcontractors, Sub-subcontractors, and material or equipment suppliers, as well as the Owner’s consultants and separate contractors, to reproduce applicable portions of the Instruments of Service solely and exclusively for use in performing services or construction for the Project. CAD Releases are required. If the Owner or Architect rightfully terminates this Agreement for cause as provided in Section 8.4, the license granted in this Section 6.4 shall terminate. The Owner must obtain approval in writing from Architect to use Instruments of Service.

§ 6.4.1          In the event the Owner uses the Instruments of Service without retaining the author of the Instruments of Service, the Owner releases the Architect and Architect’s consultant(s) from all claims and causes of action arising from such uses. The Owner, to the extent permitted by law, further agrees to indemnify and hold harmless and defend the Architect from all costs and expenses, including the cost of defense, related to claims and causes of action asserted by any third person or entity to the extent such costs and expenses arise from the Owner’s use of the Instruments of Service under this Section 6.5.

§ 6.5 Except for the licenses granted in this Article 6, no other license or right shall be deemed granted or implied under this Agreement. The Owner shall not assign, delegate, sublicense, pledge or otherwise transfer any license granted herein to another party without the prior written agreement of the Architect. Any unauthorized use of the Instruments of Service shall be at the Owner’s sole risk and without liability to the Architect.

§ 6.6 All architectural design work generated including, but not limited to, drawings, renderings, photographs, plans, studies, approvals, submissions and models are the express property of the Architect and may not be published or used to construct the project by another professional or should this contract be terminated without the prior written permission from Kobi Karp Architecture & Interior Design, Inc.

Article 7              CLAIMS AND DISPUTES 

§ 7.1 GENERAL 

§ 7.1.1          The Owner and Architect shall commence all claims and causes of action, whether in contract, tort, or otherwise, against the other arising out of or related to this Agreement in accordance with the requirements of the method of binding dispute resolution selected in this Agreement within the period specified by applicable law. The Owner and Architect waive all claims and causes of action not commenced in accordance with this Section 7.1.1.

§ 7.1.2          To the extent damages are covered by property insurance, the Owner and Architect waive all rights against each other and against the contractors, consultants, agents and employees of the other for damages, except such rights as they may have to the proceeds of such insurance as set forth in General Conditions of the Contract. The Owner or the Architect, as appropriate, shall require of the consultants, agents and employees of any of them similar waivers in favor of the other parties enumerated herein.

§ 7.1.3          The Architect and Owner waive consequential damages for claims, disputes or other matters in question arising out of or relating to this Agreement. This mutual waiver is applicable, without limitation, to all consequential damages due to either party’s termination of this Agreement, except as specifically provided in Section 8.7.

§ 7.2 MEDIATION 

§ 7.2.1          Any claim, dispute or other matter in question arising out of or related to this Agreement shall be subject to mediation as a condition precedent to binding dispute resolution. If such matter relates to or is the subject of a lien arising out of the Architect’s services, the Architect may proceed in accordance with applicable law to comply with the lien notice or filing deadlines prior to resolution of the matter by mediation or by binding dispute resolution.

§ 7.2.2          The Owner and Architect shall endeavor to resolve claims, disputes and other matters in question between them by mediation which, unless the parties mutually agree otherwise, shall be administered by the American Arbitration Association in accordance with its Construction Industry Mediation Procedures in effect on the date of the Agreement. A request for mediation shall be made in writing, delivered to the other party to the Agreement, and filed with the person or entity administering the mediation. The request may be made concurrently with the filing of a complaint or other appropriate demand for binding dispute resolution but, in such event, mediation shall proceed in advance of binding dispute resolution proceedings, which shall be stayed pending mediation for a period of 60 days from the date of filing, unless stayed for a longer period by agreement of the parties or court order.

§ 7.2.3          The parties shall share the mediator’s fee and any filing fees equally. The mediation shall be held in the place where the Project is located, unless another location is mutually agreed upon. Agreements reached in mediation shall be enforceable as settlement agreements in any court having jurisdiction thereof.

Article 8              TERMINATION OR SUSPENSION 

§ 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, the Architect shall give seven days’ written notice to the Owner before suspending services. 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 amounts due prior to suspension and any expenses, additional services and reimbursables 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.

§ 8.2 If the Owner suspends the Project, the Architect shall be compensated for services performed prior to notice of such suspension in addition to full fee for the subsequent phase and/or any phase commenced. 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.

§ 8.3 If the Owner suspends the Project for more than 90 cumulative days for reasons other than the fault of the Architect, the Architect may terminate this Agreement by giving not less than thirty days’ written notice.

§ 8.4 Either party may terminate this Agreement upon not less than thirty 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.

§ 8.5 The Owner may terminate this Agreement upon not less than thirty days’ written notice to the Architect with cause only at Owner’s written request.

§ 8.6 In the event of termination not due to the fault of the Architect, the Architect shall be compensated for services performed prior to termination in addition to full fee for the subsequent phase and/or any phase commenced, together with Additional Services and Reimbursable Expenses then due and all Termination Expenses as defined in Section 8.7.

§ 8.7 Termination Expenses are in addition to compensation for the Architect’s services 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.

§ 8.8 The Owner’s rights to use the Architect’s Instruments of Service in the event of a termination of this Agreement are set forth in Article 6 and Section 10.8.

Article 9              MISCELLANEOUS PROVISIONS 

§ 9.1 This Agreement shall be governed by the law of the place where the Project is located, Miami-Dade County, Florida.

§ 9.2 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.

§ 9.3 If the Owner requests the Architect to execute certificates, the proposed language of such certificates shall be submitted to the Architect for review at least 14 days prior to the requested dates of execution. If the Owner requests the Architect to execute consents reasonably required to facilitate assignment to a lender, the Architect shall execute all such consents that are consistent with this Agreement, provided the proposed consent is submitted to the Architect for review at least 14 days prior to 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.

§ 9.4 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.

§ 9.5 Unless otherwise required in this Agreement, 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.

§ 9.6 The Architect shall have the right to post a sign on the property as well as include photographic or artistic representations of the design of the Project among the Architect’s promotional and professional materials. The Architect shall be given reasonable access to the completed Project to make such representations. However, the Architect’s materials shall not include the Owner’s confidential or proprietary information if the Owner has previously advised the Architect in writing of the specific information considered by the Owner to be confidential or proprietary. The Owner shall provide professional credit for the Architect in the Owner’s promotional materials for the Project.

§ 9.7 If the Architect or Owner receives information specifically designated by the other party as “confidential” or “business proprietary,” the receiving party shall keep such information strictly confidential and shall not disclose it to any other person except to (1) its employees, (2) those who need to know the content of such information in order to perform services or construction solely and exclusively for the Project, or (3) its consultants and contractors whose contracts include similar restrictions on the use of confidential information.

Article 10          COMPENSATION 

§ 10.1 For the Architect’s Basic Services described under Article 3, the Owner shall compensate the Architect as follows and fees are non-refundable:

**Construction Phase Services shall be discussed at a later date and are not included in this Agreement. FEE SHALL BE 250K WITH $1,000 FOR EACH KEY ABOVE 250 KEYS.

§ 10.2 For Additional Services designated in Section 4.1. the Owner shall compensate the Architect as should an hourly rate method or billing be required by Owner:

See-Section 10.5

§ 10.3 For Additional Services that may arise during the course of the Project_ including those under Owner shall compensate the Architect as follows:

Pre-Determined Flat Fee

§ 10.4 Compensation for Additional Services of the Architect’s consultants when not included in Section 11.2 or 11.3, shall be the amount invoiced to the Architect plus « N/A »percent (u » %), or as otherwise stated below:

No Architect’s Consultants

§ 10.5 The hourly billing rates for services of the Architect are set forth below. The rates shall be adjusted in accordance with the Architect’s normal review practices.

Rates increase at 10% per Annum

§ 10.6 COMPENSATION FOR REIMBURSABLE EXPENSES

§ 10.6.1      Reimbursable Expenses are in addition to compensation for Basic and Additional Services and include expenses incurred by the Architect directly related to the Project, as follows:

§ 10.6.2      For Reimbursable Expenses the compensation shall be the expenses incurred by the Architect plus fifteen percent (15%) the expenses incurred.

§ 10.7 COMPENSATION FOR USE OF ARCHITECT’S INSTRUMENTS OF SERVICE

If the Owner terminates the Architect for its convenience under Section 8.5, or the Architect terminates this Agreement under Section 8.3, the Owner shall pay a licensing fee as compensation for the Owner’s continued use of the Architect’s Instruments of Service solely for purposes of completing, using and maintaining the Project as follows:

TBD

§ 10.8 PAYMENTS TO THE ARCHITECT

§ 10.8.1      An initial payment of Forty Thousand Dollars ($40,000.00) shall be made upon execution of this Agreement prior to commencement of any work and is the minimum payment under this Agreement. It shall be credited to the Owner’s account in the first invoice.

§ 10.8.2      Unless otherwise agreed, payments for services shall be made monthly in proportion to services performed. Payments are due and payable upon presentation of the Architect’s invoice. Amounts unpaid Thirty (30) days after the invoice date shall bear interest at the rate entered below, or in the absence thereof at the legal rate prevailing from time to time at the principal place of business of the Architect.
(Insert rate of monthly or annual interest agreed upon.)

6% Six

§ 10.8.3      The Owner shall not withhold amounts from the Architect’s compensation to impose a penalty or liquidated damages on the Architect, or to offset amounts requested by or paid to contractors for the cost of changes in the Work unless the Architect agrees or has been found liable for the amounts in a binding dispute resolution proceeding.

§ 10.8.4      Records of Reimbursable Expenses, expenses pertaining to Additional Services, and services performed on the basis of hourly rates shall be available to the Owner at mutually convenient times.

Article 11          SPECIAL TERMS AND CONDITIONS

Special terms and conditions that modify this Agreement are as follows:

Article 12          SCOPE OF THE AGREEMENT 

§ 12.1 This Agreement represents the entire and integrated agreement between the Owner and the Architect and supersedes all prior negotiations, representations or agreements, either written or oral. This Agreement may be amended only by written instrument signed by both Owner and Architect.

This Agreement entered into as of the day and year first written above.