2004 S Purchasing - Corley Redfoot Zack Inc & Orange County for Parks Operation Base & Storage Facility

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7 8.5 This Agreement may be terminated by the Owner upon not less than seven days' written notice to the Architect for the Owner's convenience and without cause. 8.6 In the event of termination not the fault of the Architect, the Architect shall be compensated for services performed prior to termination, together with Reimbursable Expenses then due and all Termination Expenses as defined in Paragraph 8.7. 8.7 Termination Expenses are in addition to compensation for the services of the Agreement 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. ARTICLE 9 MISCELLANEOUS PROVISIONS 9.1 This Agreement shall be governed by the law of the principal place of business of the Architect, unless otherwise provided in Article 12. 9.2 Terms in this Agreement shall have the same meaning as those in the edition of AIA Document A2oi, General Conditions of the Contract for Construction, current as of the date of this Agreement. 9.3 Causes of action between the parties to this Agreement pertaining to acts or failures to act shall be deemed to have accrued and the applicable statutes of limitations shall commence to run not later than either the date of Substantial Completion for acts or failures to act occurring prior to Substantial Completion or the date of issuance of the final Certificate for Payment for acts or failures to act occurring after Substantial Completion. In no event shall such statutes of limitations commence to run any later than the date when the Architect's services are substantially completed. 9.4 To the extent damages are covered by property insurance during construction, 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 the edition of AIA Document Awl, General Conditions of the Contract for Construction, current as of the date of this Agreement. The Owner or the Architect, as appropriate, shall require of the contractors, consultants, agents and employees of any of them similar waivers in favor of the other parties enumerated herein. The American Institute 9.7 Nothing contained in this Agreement shall create a contractual relationship with or a cause of Architects 1735 New York Avenue, N.W. of action in favor of a third party against either the Owner or Architect. Washington, D.C. 20006 -5292 WARNING. Unlicensed photocopying violates U.S. copyright laws and will subject the violator to legal prosecution. 9.5 The Owner and Architect, respectively, bind themselves, their partners, successors, assigns and legal representatives to the other party to this Agreement and to the partners, successors, assigns and legal representatives of such other party with respect to all covenants of 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 an institutional lender providing financing for the Project. In such event, the lender shall assume the Owner's rights and obligations under this Agreement. The Architect shall execute all consents reasonably required to o, o facilitate such assignment. 9.6 This Agreement represents the entire and integrated agreement between the Owner and 01997 A I A O the Architect and supersedes all prior negotiations, representations or agreements, either written AIA DOCUMENT B1514997 or oral. This Agreement may be amended only by written instrument signed by both Owner and ABBREVIATED OWNER- Architect. ARCHITECT AGREEMENT The American Institute 9.7 Nothing contained in this Agreement shall create a contractual relationship with or a cause of Architects 1735 New York Avenue, N.W. of action in favor of a third party against either the Owner or Architect. Washington, D.C. 20006 -5292 WARNING. Unlicensed photocopying violates U.S. copyright laws and will subject the violator to legal prosecution.