PSA - Renovation & Expansion Four Winds Field Proj No. 123-046 – Jones Petrie Rafinski Corp.

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§ 9.4 Either party may terminate this Agreement upon not less than seven 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. § 9.5 The Owner may terminate this Agreement upon not less than seven days' written notice to the Architect for the Owner's convenience and without cause. § 9.6 If the Owner terminates this Agreement for its convenience pursuant to Section 9.5, or the Architect terminates this Agreement pursuant to Sermon 9.3, the Owner shall compensate the Architect for services performed prior to termination, Reimbursable Expenses incurred, and costs attributable to termination, including the costs attributable to the Architect's termination of consultant agreements. (Paragraphs Deleted) § 9.6 Except as otherwise expressly provided herein, this Agreement shall terminate one year from the date of Substantial Completion. § 9.9 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 7 and Section 9.7. ARTICLE 10 MISCELLANEOUS PROVISIONS § 10.1 This Agreement shall be governed by the law of the place where the Project is located, excluding that jurisdiction's choice of law rules. If the parties have selected arbitration as the method of binding dispute resolution, the Federal Arbitration Act shall govern Section 9.3. § 10.2 Terms in this Agreement shall have the same meaning as those in AIA Document A201-2017, General Conditions of the Contract for Construction, except as modified in this Agreement. The term "Contractor' as used in A201-2017 shall mean the Construction Manager. § 10.3 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 tender agrees to assume the Owner's rights and obligations under this Agreement, including any payments due to the Architect by the Owner prior in the assignment. § 10.41f 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. § 10.5 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. § 10.6 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. § 10.7 The Architect shall have the right to 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 Ink. AADocomeMB133-2019.CopynghtOM14,end2o19.AllNhsresemed.7he AmedmnlnstiWf eAmhitedsf'AmedmnlnstmW &Archltede;'AIA.'the AIA Logo, and AIA correct Documents' are trademarks of The Amemmn brads of Amhitects. This dociment was produced at 11:38 41 ET on 0&30/2023 16 under Order No.21144448% which expanse or 07131=24, is not an resale, is limnaed for one-time use only, and may only the used m eanManm eau the AIA y Contract immense Terms of Bewice. To report copyright violations, e-mail docinfu®eiacontradscom. User Notes: (3BMDA46)