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eral Conditions of the Contract for Construction, Construc-
<br />tion Manager-Adviser Edition, current as of the date of
<br />this Agreement.
<br />9.3 Causes of action between the parties to this Agreeinent
<br />pertaining to acts or failures to act shall be deemed to have
<br />accrued and the applicable statutes of limitations shall com-
<br />inence to run not later than either the date of Substantial
<br />Completion for acts or failures to act occurring prior to
<br />Substantial Completion, or the date of issuance of the final
<br />Project Certificate for Payment for acts or failures to act occur-
<br />ring after Substantial Completion.
<br />9.4 The Owner and Architect waive all rights against each
<br />other and against the Construction Manager, Contractors, and
<br />the consultants, agents and employees of any of them for
<br />damages, but only to the extent covered by property insurance
<br />during construction, except such rights as they may have to
<br />the proceeds of such insurance as set forth in the edition of
<br />AIA Document A201/CMa, General Conditions of the Contract
<br />for Construction, Construction Manager-Adviser Edition, cur-
<br />rent as of the date of this Agreeinent. The Owner and Architect
<br />each shall require similar waivers from their Construction
<br />Manager, Contractors, consultants, agents, and persons or en-
<br />tities awarded separate contracts adininistered under the
<br />Owner's own forces.
<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 Agreeinent and to the partners, suc-
<br />cessors, assigns and legal representatives of such other
<br />party with respect to all covenants of this Agreement. Neither
<br />Owner nor Architect shall assign this Agreement without the
<br />written 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 be amended only by writ-
<br />ten instrument signed by both Owner and Architect.
<br />9.7 Notlzing contained in this Agreement shall create a con-
<br />tractual relationship with or a cause of action in favor of a
<br />third party against either the Owner or Architect.
<br />9.8 Unless otherwise provided in this Agreement, the Archi-
<br />tect and Architect's consultants shall have no responsibility
<br />for the discovery, presence, handling, removal or disposal of
<br />or exposure of persons to hazardous materials in any form
<br />at the Project site, including but not limited to asbestos,
<br />asbestos products, polychlorinated biphenyl (PCB) or other
<br />toxic substances.
<br />9.9 The Architect shall have the right to include representa-
<br />tions of the design of the Project, including photographs of
<br />the exterior and interior, among the Architect's promotional
<br />and professional materials. The Architect's materials shall not
<br />include the Owner's confidential or proprietary information
<br />if the Owner has previously advised the Architect in writing
<br />of the specific inforination considered by the Owner to be
<br />confidential or proprietary. The Owner shall provide profes-
<br />sional credit for the Architect on the construction sign and
<br />in the promotional materials for the Project.
<br />ARTICLE 10
<br />PAYMENTS TO THE AFdCiiITECT
<br />10.1 DIRECT PERSOiUNEL EXPENSE
<br />10.1.1 Direct Personnel Expense is defined as the direct sala-
<br />ries of the Architect's personnel engaged on the Project and
<br />the portion of the cost of their inandatory and customary con-
<br />tributions and benefits related thereto, such as employment
<br />taxes and other statutory employee benefits, insurance, sick
<br />leave, holidays, vacations, pensions and siinilar contributions
<br />and benefits.
<br />10.2 REIiViBURSABLE EXPENSES
<br />10.2.1 Reimbursable Expenses are in addition to compensa-
<br />tion for Basic and Additional Services and include expenses
<br />incurred by the Architect and Architect's employees and con-
<br />sultants in the interest of the Project, as identified in the
<br />following Clauses.
<br />10.2.1.1 Expense of transportation in connection with the
<br />Project; expenses in connection with authorized out-of-town
<br />travel; long-distance communications; and fees paid for secur-
<br />ing approval of authori[ies having jurisdiction over the Project.
<br />10.2.1.2 Expense of reproductions, postage, express deliv-
<br />eries, electronic facsimile transmissions and handling of Draw-
<br />ings, Specifications and other documents.
<br />10.2.1.3 If authorized in advance by the Owner, expense of
<br />overtiine work requiring higher than regular rates.
<br />10.2.1.4 Expense of renderings, models and inock-ups request-
<br />ed by the Owner.
<br />10.2.1.5 Expense of additional insurance coverage or limits,
<br />including professional liability insurance, requested by the
<br />Owner in excess of that normally carried by the Architect and
<br />Architect's consultants.
<br />10.2.1.6 Expense of computer-aided design and drafting equip-
<br />ment time when used in connection with the Project.
<br />10.3 PAYfiAENTS ON ACCOUNT OF BASIC SERVICES
<br />10.3.1 An initial payment as set forth in Paragraph 11.1 is the
<br />minimum payment under this Agreement.
<br />10.3.2 Subsequent payinents for Basic Services shall be made
<br />monthly and, where applicable, shall be in proportion to ser-
<br />vices performed within each phase of service, on the basis
<br />set forth in Subparagraph 11.2.2.
<br />10.3.3 If and to the extent that the time initially established
<br />in Subparagraph 11.5.1 of this Agreement is exceeded or
<br />extended through no fault of the Architect, compensation for
<br />any services rendered during the additional period of time
<br />shall be computed in the manner set forth in Subpara-
<br />graph 11.3.2.
<br />10.3.4 When coinpensation is based on a percentage of Con-
<br />struction Cost and any portions of the Project are deleted or
<br />otherwise not constructed, compensation for those portions
<br />AIA DOCUMENT B141/CMa • OWNERAftCHITECT AGREEMENT • CONSTRUCTION MANAGER-
<br />ADVISER EDITION • 1992 EDITION - AIA° • @1992 • THE AMERICAN INSTITUTE OF ARCHITECTS,
<br />1735 NEW YORK AVENUE, N.W., WASHINGTON, D.C. 20006-5292 • WARNING: Unlicensed
<br />photocopying violates U.S. copyright laws and wili subject the violator to legal prosecution.
<br />B141/CMa-1992 8
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