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8•3 In the event of termination not the fault of the <br />Architect, the Architect shall be compensated for all services performed <br />to termination date, and all Termination Expenses as defined in Paragraph 8.4 <br />$•4 Termination Expenses include expenses directly <br />attributable to termination for which the Architect is not otherwise compensated, <br />plus an amount computed as a percentage of the total Basic and Additional <br />Compensation earned to the time of termination, as follows: ' <br />.1 20 percent if termination occurs during the Schematic <br />Design Phase; or <br />.2 10 percent if termination <br />Development Phase; or <br />.3 5 percent if termination <br />phase. <br />ARTICLE 9 MISCELLANEOUS PROVISIONS <br />occurs during the Design <br />occurs during any subsequent <br />9.1 Unless otherwise specified, this Agreement shall be <br />governed by the law of the Sate of Ohio. <br />9•2 Terms in this Agreement shall have the same meaning as <br />those in AIA Document A201, General Conditions of the Contract for Construction, <br />current as of the date of this Agreement. <br />9•3 As between the parties to this Agreement: as to all <br />acts or failures to act by either party to this Agreement, an applicable statute <br />of limitations sha17 commence to run and any alleged cause of action shall be <br />deemed to have accrued in any and all events not ]ater than the relevant Date <br />of Substantial Completion of 'the Work, and as to any acts or failures to act <br />occuring after the relevant Date of Substantial Completion, not later than the <br />date of issuance of the final Certificate for Payment. <br />9•4 The City and the Architect waive all rights against each <br />other and against the contractors, consultants, agents, and employees of the <br />other for da.mages covered by any property insurance during construction as set <br />forth in the edition of AIA Document A201, General Conditions current as of the <br />date of this Agreement. The City and the Architect each shall require <br />appropriate similar waivers from their contractors, consultants, and agents. <br />ARTICLE 10 SUCCESSORS AND ASSIGNS <br />10.1 The City and the Architect, respectively, bind themselves, <br />their partners, successors, assigns, and legal representatives to the other party <br />to this Agreement and to the partners, successors, assigns and legal representa- <br />tives of such other party with respect to all covenants of this Agreement. <br />Neither the City nor, the Architect shall assign, sublet or transfer any <br />interest in this Agreement without the writteri consent of the other. <br />ARTICLE 11 EXTENT OF AGREEMENT <br />11•1 This Agreement represents the entire and_integrated <br />agreement between the City and the Architect and supersedes all prior <br />negotiations, representations or agreements, either written or oral. This <br />Agreement may be amended only by written instrument signed by both City and <br />Architect. <br />-9-