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<br />4. Miscellaneous. <br /> <br />4.1. Entire Agreement. This Agreement represents the entire integrated agreement <br />between City and Consultant pertaining to the Services and supersedes all prior negotiations, <br />representations and agreements, both oral and written. This Agreement may be amended only by <br />written agreement signed by both City and Consultant. <br /> <br />4.2. Governing Law. This Agreement shall be governed by and construed III <br />accordance with the laws of the state in which the principal office ofthe Consultant is located. <br /> <br />4.3. Assignment and Subcontracting. This Agreement may not be assigned by <br />Consultant or City without the prior written consent of the other party, except that this <br />Agreement may be assigned by City to Owner and/or Owner's lender ("Lender") for the Project. <br />Such assignment to Owner or Lender shall include a provision that Owner or Lender shall <br />assume City's obligations under this Agreement, arising subsequent to any request by Owner or <br />Lender to continue performance of this Agreement. Consultant shall not subcontract any portion <br />of the Services without the prior consent of the City. This Agreement shall be binding upon and <br />inure to the benefit of the parties hereto and their successors and permitted assigns. <br /> <br />4.4. Dispute Resolution. Unless the dispute also involves the Owner and the Owner <br />Contract does not provide for disputes to be resolved by arbitration as provided herein, all <br />controversies, claims and disputes between City and Consultant arising out of or related to this <br />Agreement, or the breach thereof, shall be decided by arbitration in accordance with the then <br />current Construction Industry Arbitration Rules of the American Arbitration Association. City <br />and Consultant agree to arbitrate with other parties in a consolidated or joint proceeding all <br />common issues or questions of fact or law. The award rendered by the arbitrators shall be final, <br />and judgment may be entered upon it in accordance with applicable law in any court having <br />jurisdiction thereof. <br /> <br />4.5 Legal Costs. If either party hereto shall file for arbitration or bring suit against the <br />other party to enforce the terms of the Agreement, the losing party shall pay to the prevailing <br />party that percentage of the prevailing party's costs and expenses incurred in such action, <br />including reasonable attorney's fees, in an amount equal to the percentage that the amount of the <br />judgment or award received by the prevailing party bears to the total amount claimed by such <br />party, but in no event more than one hundred percent (100%) of such costs and expenses, <br />provided that the prevailing party has not rejected a bona fide written settlement offer from the <br />other party in an amount greater than the amount of the judgment or award received, in which <br />case the prevailing party shall be entitled to no reimbursement for its costs and expenses. <br /> <br />4.6 Termination. This Agreement may be terminated by either party upon 7 days' <br />written notice should the other party fail to perform in accordance with the terms hereof, <br />provided such failure is not cured within such 7-day period. City may terminate this Agreement <br />for convenience at any time, in which event Consultant shall be compensated in accordance with <br />the terms hereof for Services performed and reimbursable expenses incurred prior to its receipt of <br />written notice oftermination from City. <br />\\Metro~inet.us\ardenhi11s\Planning\Conrmunity Development\TCAAP\Consultants\SRF - AUAR\AUAR Services Contract 4-2-07.doc <br /> <br />5 <br />