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imbursable Expenses then due and all Termination Ex- <br />penses as defined in Parargaph 7.4. <br />7.4 Termination Expenses include expenses directly <br />attributable to termination for which the Architect is not <br />otherwise compensated, plus an amount computed as a <br />percentage of the total compensation earned to the time <br />of termination, as follows: <br />.1 20 percent if termination occurs during the Design <br />Phase, or <br />.2 10 percent if termination occurs during the Con- <br />struction Documents Phase, or <br />.3 5 percent if termination occurs during any subse- <br />quent phase. <br />ARTICLE 8 <br />MISCELLANEOUS PROVISIONS <br />8.1 This Agreement shall be governed by the law of <br />the principal place of business of the Architect. <br />8.2 As between the parties to this Agreement: as to all <br />acts or failures to act by either party to this Agreement, <br />any applicable statute of limitations shall commence to <br />run and any alleged cause of action shall be deemed to <br />have accrued in any and all events not later than the <br />relevant Date of Substantial Completion of the Work, and <br />as to any acts or failures to act occurring after the relevant <br />Date of Substantial Completion, not later than the date of <br />issuance of the final Certificate for Payment. <br />8.3 The Owner and the Architect, respectively, bind <br />themselves, their partners, successors, assigns and legal <br />representatives to the other party to this Agreement and <br />to the partners, successors, assigns and legal representa- <br />tives of such party with respect to all covenants of this <br />Agreement. Neither the Owner nor the Architect shall <br />assign, sublet or transfer any interest in this Agreement <br />without the written consent of the other. <br />8.4 This Agreement represents the entire and inte- <br />grated agreement between the Owner and the Architect <br />and supersedes all prior negotiations, representations or <br />agreements, either written or oral. This Agreement may <br />be amended only by written instrument signed by both <br />Owner and Architect. <br />AIA DOCUMENT 8141 • OWNER-ARCHITECT AGREEMENT FOR HOUSING SERVICES • JUNE 1978 EDITION • AIA• <br />5 B181-1978 0 1978 • THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE, N.W., WASHINGTON, D.C. 20006 <br />