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Exhibit §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 Section 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. §9.7 In addition to any amounts paid under Section 9.6,if the Owner terminates this Agreement for its convenience pursuant to Section 9.5,or the Architect terminates this Agreement pursuant to Section 9.3,the Owner shall pay to the Architect the following fees: (Set forth below the amount of any termination or licensing fee, or the method for determining any termination or licensing fee) .1 Termination Fee: .2 Licensing Fee if the Owner intends to continue using the Architect's Instruments of Service: §9.8 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 8.3. §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. §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 lender agrees to assume the Owner's rights and obligations under this Agreement,including any payments due to the Architect by the Owner prior to the assignment. §10.4 If 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. AIA Document B101 Tm—2017.Copyright O 1974,1979,1997,1997,2007 and 2017 by The American institute of Architects.All rights reserved.WARNING: Init. This AIXI Document is protected by U.S.Copyright Law and International Treaties.Unauthorized reproduction or distribution of this AIA- Document, 1 or any portion of it,may result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law_This document was produced by AIA software at 14:48:43 on 12/12/2017 under Order No.3422979013 which expires on 11/0912018,and is not for resale. User Notes: (3HADA1 D)