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<br />§ 9.6 If the Owner terminates this Agreement for its convenience pursuant to Section 9.5, or the Architect terminates
<br />this Agreement pursuant to Section 9.3, the Owner shall compensate the Architect for services performed prior to
<br />termination.
<br />§ 9.7 Paragraph Deleted
<br />(Paragraph deleted)
<br />§ 9.8 In the event of Termination for cause or convenience, and upon payment to the Architect of all sums due, the
<br />Owner and its designated agents and consultants, shall have a non-exclusive license to use the Architect’s and its
<br />Consultant’s Instruments of Service, Documents, Data and records relating to the Project, in the condition they were in
<br />on the date of Termination, for the limited purpose of completing, operating, and maintaining the Project, Such usage
<br />is subject to Section 7. The Architect’s contracts with is consultants shall incorporate provisions whereby its
<br />consultants agree to be bound by the terms of this section. Upon request, the Architect and its consultants shall
<br />promptly furnish the Owner with legible copies of their Instruments of Service relating to the Project and the Owner
<br />shall reimburse the Architect and its Consultants for their reasonable office expenses.
<br />§ 9.9 Except as otherwise expressly provided herein, this Agreement shall terminate one year from the date of
<br />Substantial Completion.
<br />(Paragraph deleted)
<br />§ 9.10 The Owner’s rights to use the Architect’s Instruments of Service in the event of a termination of this Agreement
<br />are set forth in Article 7 and Section 9.7.
<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
<br />jurisdiction’s choice of law rules. If the parties have selected arbitration as the method of binding dispute resolution,
<br />the Federal Arbitration Act shall govern Section 8.3.
<br />(Paragraphs deleted)
<br />§ 10.2 Terms in this Agreement shall have the same meaning as those in AIA Document A201–2017, General
<br />Conditions of the Contract for Construction.
<br />(Paragraphs deleted)
<br />§ 10.3 The Owner and Architect, respectively, bind themselves, their agents, successors, assigns, and legal
<br />representatives to this Agreement. Neither the Owner nor the Architect shall assign this Agreement without the written
<br />consent of the other, except that the Owner may assign this Agreement to a lender providing financing for the Project
<br />if the lender agrees to assume the Owner’s rights and obligations under this Agreement, including any payments due to
<br />the Architect by the Owner prior to the assignment.
<br />(Paragraphs deleted)
<br />§ 10.4 If the Owner requests the Architect to execute certificates, the proposed language of such certificates shall be
<br />submitted to the Architect for review at least 14 days prior to the requested dates of execution. If the Owner requests
<br />the Architect to execute consents reasonably required to facilitate assignment to a lender, the Architect shall execute
<br />all such consents that are consistent with this Agreement, provided the proposed consent is submitted to the Architect
<br />for review at least 14 days prior to execution. The Architect shall not be required to execute certificates or consents
<br />that would require knowledge, services, or responsibilities beyond the scope of this Agreement.
<br />(Paragraph deleted)
<br />§ 10.5 Nothing contained in this Agreement shall create a contractual relationship with, or a cause of action in favor of,
<br />a third party against either the Owner or Architect.
<br />(Paragraphs deleted)
<br />§ 10.6 Unless otherwise required in this Agreement, the Architect shall have no responsibility for the discovery,
<br />presence, handling, removal or disposal of, or exposure of persons to, hazardous materials or toxic substances in any
<br />form at the Project site.
<br /> ™
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