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in the interruption and resumption of the Architect's services.
<br />
<br />failures to act occurring after Substantial Completion.
<br />
<br />8.3 This Agreemem may be terminated by the Owner
<br />upon not less than seven days' written notice to the Architect
<br />in the event that the Project is permanently abandoned, ff
<br />the Project is abandoned by the Owner for more than 90
<br />consecutive days, the Architect may terminate this
<br />Agreement by giving written notice.
<br />
<br />8.4 Failure of the Owner to make payments to the
<br />Architect in accordance with this Agreement shall be
<br />considered substantial nonperformance and cause for
<br />termination.
<br />
<br />8.5 ff the Owner fails to make payment when due the
<br />Architect for services and expenses, the Architect may, upon
<br />seven days' written notice to the Owner, suspend
<br />performance of services under this Agreement. Unless
<br />payment in full is received by the Architect within seven
<br />days of the date of the notice, the suspension shall take effect
<br />without further notice. In the event of a suspension of
<br />services, the Architect shall have no liability to the Owner
<br />for delay or damage mused the Owner because of such
<br />suspension of services.
<br />
<br />8.0 In the event of termination not the fault of the
<br />Architect, the Architect shall be compensated for services
<br />performed prior to termination, together with Reimbursable
<br />Expenses then due and all Termination Expenses.
<br />
<br />8.7 Termination Expenses are in addition to
<br />compensation for Basic and Additional Services, and include
<br />expenses which are directly attributable to termination.
<br />
<br /> ARTICLE 9
<br />MISCELLANEOUS PROVISIONS
<br />
<br />9.4 The Owner and Architect waive all rights against
<br />each other and against the contractors, consultants, agents
<br />and employees of the other for damages, but only to the
<br />extent covered by property insurance during construction,
<br />except such rights as they may have to the proceeds of such
<br />insurance as set forth in the edition ofAIA Docmnent A201,
<br />General Conditions of the Contract for Construction, current
<br />as of the date of this Agreement. The Owner and Architect
<br />each shall require similar waivers from their contractors,
<br />consultants and agents.
<br />
<br />9.5 The Owner and Architect, respectively, bind
<br />themselves, their partners, successors, assigns and legal
<br />representatives to the other party to this Agreement and to
<br />the partners, successors, assigns and legal representatives of
<br />such other party with respect to all covenants of this
<br />Agreement. Neither Owner nor Architect shall assign this
<br />Agreement without the written consent of the other.
<br />
<br />9.6 This Agreement represents the entire and integrated
<br />agreement between the Owner and Architect and supersedes
<br />all prior negotiations, representations or agreements, either
<br />written or oral. This Agreement may be amended only by
<br />written instrument signed by both Owner and Architect.
<br />
<br />9.7' Nothing contained in this Agreement shall create a
<br />contractual relationship with or a cause of action in favor of
<br />a third party against either the Owner or Architect.
<br />
<br />9.8 The Architect and Architect's consultants shall have
<br />no responsibility for the discovery, presence, handling,
<br />removal or disposal of or exposure of persons to hazardous
<br />materials in any form at the Project site, including but not
<br />limited to asbestos, asbestos products, polychlorinated
<br />biphenyl (PCB) or other toxic substances.
<br />
<br />9.1 Unless otherwise provided, this Agreement shall be
<br />governed by the law of the principal place of business of the
<br />Architect.
<br />
<br />9.2 Terms in this Agreement shall have the same
<br />meaning as those in AIA Document A201, General
<br />Conditions of the Contract for Construction, current as of the
<br />date of this Agreement.
<br />
<br />9.3 Causes of action between the parties to this
<br />Agreement pertaining to acts or failures to act shall be
<br />deemed to have accrued and the applicable statutes of
<br />limitations shall commence to mn not later than either the
<br />date of Substantial Completion for acts or failures to act
<br />occurring prior to Substantial Completion, or the date of
<br />issuance of the final Certificate for Payment for acts or
<br />
<br /> ARTICLE 10
<br /> PAYMENTS TO THE ARCHITECT
<br />
<br />10.1 DIRECT PERSONNEL EXPENSE
<br />
<br />10.1.1 Direct Personnel Expense is defined as the direct
<br />salaries of the Architect's porsennel engaged on the Project
<br />and the portion of the cost of their mandatory and customary
<br />contributions and benefits related thereto, such as
<br />employment taxes and other statutory employee benefits,
<br />insurance, sick leave, holidays, vacations, pensions and
<br />similar contributions and benefits.
<br />
<br />10.2 REIMBURSABLE EXPENSES
<br />
<br />10.2.1 Reimbursable Expenses include expenses incurred
<br />by the Architect in the interest of the Project for:
<br />
<br /> AIA DOCUMENT B151 - ABBREVIATED OWNER-ARCHITECT AGREEMENT - THIRD EDITION - AIA - COPYRIGHT 1987 - THE AMERICAN INSTITUTE
<br /> OF ARCHITECTS, 1735 NEW YORK AVENUE, N.W., WASHINGTON, D.C., 20006-5292. Unlicensed photocopying violates U.S. copyright laws and is subject to
<br /> legal prosecution. This document was electronically produced with pea'mission of the AIA and can be reproduced without violation until the date of expiration as noted
<br />
<br /> below.
<br /> Electronic Format B151-1987
<br />User Document: 1088B151.DOC -- 12/10/1997. AIA License Number 104025, which expires on 8/31/1998 -- Page g6
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