2010-031b AMS - Corley, Redfoot, Foley, Inc. - Contract Award for Phase II, Architectural Services Link Government Services Center

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§8.7 Termination Expenses are in addition to compensation for the services of the Agreement and include expenses directly attributable to termination for which the Architect is not otherwise compensated,plus an amount for the Architect's anticipated profit on the value of the services not performed by the Architect. ARTICLE 9 MISCELLANEOUS PROVISIONS §9.1 This Agreement shall be governed by the law of the principal place of business of the Architect,unless otherwise provided in Article 12. §9.2 Terms in this Agreement shall have the same meaning as those in the edition of AIA Document A201,General Conditions of the Contract for Construction,current as of the date of this Agreement. §9.3 Causes of action between the parties to this Agreement pertaining to acts or failures to act shall be deemed to have accrued and the applicable statutes of limitations shall commence to run not later than either the date of Substantial Completion for acts or failures to act occurring prior to Substantial Completion or the date of issuance of the final Certificate for Payment for acts or failures to act occurring after Substantial Completion.In no event shall such statutes of limitations commence to run any later than the date when the Architect's services are substantially completed. §9.4 To the extent damages are covered by property insurance during construction,the Owner and Architect waive all rights against each other and against the contractors,consultants,agents and employees of the other for damages,except such rights as they may have to the proceeds of such insurance as set forth in the edition of AIA Document A201, General Conditions of the Contract for Construction,current as of the date of this Agreement.The Owner or the Architect,as appropriate,shall require of the contractors,consultants,agents and employees of any of them similar waivers in favor of the other parties enumerated herein. §9.5 The Owner and Architect,respectively,bind themselves,their partners,successors,assigns and legal representatives to the other party to this Agreement and to the partners,successors,assigns and legal representatives of such other party with respect to all covenants of 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 an institutional lender providing financing for the Project.In such event, the lender shall assume the Owner's rights and obligations under this Agreement.The Architect shall execute all consents reasonably required to facilitate such assignment. §9.6 This Agreement represents the entire and integrated agreement between the Owner and the Architect and supersedes all prior negotiations,representations or agreements,either written or oral.This Agreement may be amended only by written instrument signed by both Owner and Architect. §9.7 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. §9.8 Unless otherwise provided in this Agreement,the Architect and Architect's consultants 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. §9.9 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 the Owner's confidential or proprietary information if the Owner has previously advised the Architect in writing of the specific information considered by the Owner to be confidential or proprietary.The Owner shall provide professional credit for the Architect in the Owner's promotional materials for the Project. §9.10 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.The Architect shall not be required to execute certificates that would require knowledge,services or responsibilities beyond the scope of this Agreement. i AIA Document B151 TM—1997.Copyright @ 1974,1978,1987,and 1997 by The American Institute of Architects.All rights reserved.WARNING:This AIA®Document is protected by U.S.Copyright Law and International Treaties.Unauthorized reproduction or distribution of this Ale Document, 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. 11 Purchasers are permitted to reproduce ten(10)copies of this document when completed.To report copyright violations of AIA Contract Documents,e-mail The American Institute of Architects'legal counsel,copyright @aia.org.