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fail substantially to perform In accordance with the terms of this
<br />Agreement through no fault of the party initiating the ter-
<br />mination.
<br />8.2 If the Project is suspended by the Owner for more th;tn 30
<br />consecutive days, the Architect shall he compensated for ser-
<br />vices performed prior to notice of such suspension. When the
<br />Project is resumed, the Architect's compensation shall he equit-
<br />ably adjusted to provide for expenses incurred in the interrup-
<br />tion and resumption of the Architect's services -
<br />0.3 This Agreement may be terminated by the Owner ulxm
<br />not less than seven days' written notice to the Architect in the
<br />event that the Project is permanently abandoned. If the Project
<br />is abandoned by the Owner for more than 90 consecutive days,
<br />the Architect may terminate this Agrectllent by giving written
<br />notice.
<br />8.4 Failure of the Owner to make payments to the Architect in
<br />accordance with this Agreement shall to considered substantial
<br />nonperformance and cause for termination,
<br />8.5 If the Owner fails to make paymcnt when duc the Archi-
<br />tect for services and expenses, the Architect may, upon seven
<br />days' written notice to the Owncr, suspend perforan;uicc of scr-
<br />vices under this Agreement. Unless paymcnt in full is received
<br />by the Architect within seven clays of the cline of the notice, the
<br />suspension shall take effect without further notice, in the event
<br />Of a suspension of services, the Architect shall have no liability
<br />to the Owner for delay or damage caused the Owner because
<br />of such suspension of services.
<br />8.8 In the event of termination not the fault of the Architect,
<br />the Architect shall be compensated for scrvk es perfo anted prior
<br />to termination, together with Reimbursable Expenses then due
<br />and ail Termination Expenses.
<br />8.7 Termination Expenses are in addition to compensation for
<br />Basic and Additional Services, and include expenses which arc
<br />directly attributable to termination.
<br />ARTICLE 9
<br />MISCELLANEOUS PROVISIONS
<br />9.1 Unless otherwise provided, this Agreement shall Ile gov-
<br />erned by the law of the principal place Of buSineSA of the
<br />Architect,
<br />9.2 Terms in this Agreement shall h;n-c the s:unc Ills ;using is
<br />those in AIA Document A201, General Conditions of the Con•
<br />tract for Construction, current as of the dale of this Agreement.
<br />9.3 Causes of action between the parties to this Agreement
<br />pertaining to acts or failures to act shall be deemed to have
<br />accrued and the applicable statutes of limitations shall com-
<br />mence to run not later than either the date of Substantial Conl-
<br />pletion for acts or failures to act occurring prior to Substantial
<br />Completion, or the date of issuance of file final Certificate for
<br />Payment for acts or failures to act occurring after Substantial
<br />Completion.
<br />9.4 The Owner and Architect waive all rights against each
<br />other and against the contractors, consult ;[1115, agents and
<br />employees of tine other for damages, but only to the extent
<br />covered by proplerty insurance during construction, except
<br />such rights as they may have to the proceeds of such insurance
<br />as set forth in the edition of AIA Docununt A201, General Con-
<br />ditions of the Contract for Construction, current as of the date
<br />of this Agreement. The Owner and Architect each shall require
<br />I
<br />imilar waivers from their contractors, consultants and agents.
<br />9.5 The Owner and Architect, respectively, bind themselves,
<br />their partners, successors, assigns and legal representatives to
<br />the other party to this Agreement and to the partners, suc-
<br />cessors, assigns and legal representatives of such other pan.
<br />with respect to all covenants of this Agreement. Neither Owner
<br />nor Architect shall assign this Agreement without the written
<br />consent of the other.
<br />9.6 This Agreement represents the entire and integrated agree-
<br />ment between the Owner and Architect and supersedes all
<br />prior negotiations, representations or agreements, either writ-
<br />ten or oral. This Agreement may he amended only by written
<br />instrument signed by Imth Owner and Architect.
<br />9.7 Nothing contained in this Agreement shall create a contrac-
<br />mal relationship with or a cause of action in favor of a third
<br />parry against either the Owner or Architect.
<br />9.8 The Architect and Architect's consultants shall have no,
<br />responsibility for tile discovery, prescricc, handling, removal nr
<br />disposal of or exposure of person~ to hazardous materials in
<br />any form at the Projcct site•, including but not limited to
<br />ashcstos, ashestos products, polychloripated biphenyl (PCf3) or
<br />other toxic substances.
<br />ARTICLE 10
<br />PAYMENTS TO THE ARCHITECT
<br />10.1 DIRECT PERSONNEL EXPENSE
<br />10.1.1 Direct Personnel I'xpense is defined as the direct
<br />salaries of the Architect's personnel engaged on the Project incl
<br />the portion of the cost of their mandatory and customary con-
<br />tributions and benefits related thereto, such as employment
<br />taxes and other statutory employee benefits, insurance, sick
<br />Icavc, holidays, vacations, pc'n5itlns and similar conirihlltiotl.s
<br />and lenerts.
<br />10.2 REIMBURSABLE EXPENSES
<br />10.2.1 Itcinlbursible Expenses inc luck expenses incurred b.
<br />the Architect in the interest of the Project for:
<br />.1 expense of transportation and living expenses in con-
<br />nection with out -of -town travel authorized by the
<br />Owner;
<br />.2 long - distance communications;
<br />.3 fees paid for securing approval of authorities having
<br />jurisdiction over the Project;
<br />.4 reproductions;
<br />.5 r -stage and handling of I)r ;[wings and 5pcciftc:ninns:
<br />.B expense of overtime work requiring higher than regu-
<br />lar rates, if authorized by the Owner;
<br />.7 renderings and models requested by the Owner;
<br />.8 expense of additional insurance coverage or limits,
<br />including professional liability insurance, requested
<br />by (lie Owner in excess of that normally carried by
<br />the Architect and Architect's consultants; and
<br />.9 expense of computer -aided design and drafting edtllp-
<br />ntent time when used in connection with the Project.
<br />5 9151 -1987 AIA OQCUUMT B1S1 • AIt11RI :.'IA7 EII OWNER -ARCI Itl'E( ;T AGRE17N1EN -r • l'IIIRI.) FI)1'11()N • AIAV • r' 1919?
<br />THE AXIFAICAN INSTI1- 111'F. OF ARCHITECTS. 1'3S NEW YORK AVENtIF, N.W.• WASHINGTON, q.C. 2nurX,
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