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fail substantially to perform in accordance with the terms of this Agreement through no fault of the party initiating the ter- mination. 8.2 If the Project is suspended by the Owner for more than 30 consecutive days, the Architect shall be mmpensated for ser- vices performed prior to notice of such suspension. Whrn the Project Ls resumed, the Architect's compensarion shall be equit- ably adjusted to provide for cxpenses incurred in the interrup- tion and resumption of the Architect's services. 8.3 This Agreement may be terminated by the Owner upon not less than seven days' written nodce to the Architect in the event that the Project is permanendy abandoned. If the Project is abandoned by the Owner for more than 90 consecutive days, the Architect may [erminate this Agreement by giving written notice. 8.4 Failure of the Owner to make payments to the Architect in accordance with this Agreement shall be considered substantial nonperformance and cause for termination. _ 8.5 If the Owner fails to make payment when due the Archi- tect for services and expenses, the Architect may, upon seven days' written notice to the Owner, suspend performance of ser- vices ander this Agreement. Unless payment in full is received by the Architect within seven days of the date of the notice, the suspension shall take effect without funher notice. In the event of a suspension of services, the Architect shall have no liability to the Owner for delay or damage caused the Owner because of such suspension of services. 8.6 In the event of termination not the fault of the Architect, the Architect shall be compensated for services performed prior to termination, together with Reimbursable Expenses then due and all Termination Expenses. 8.7 Termination Expenses are in addition to compensation for Basic and Additional Services, and include expenses vvhich are directly attributable to termination. ARTICLE 9 MISCELLANEOUS PROVISIONS 9.1 UNess otherwise provided, this Agreement shall be gov- emed by the laa• of the principal piace of business%of the Architect. 9.2 Terms in this Agreement shall have the same meaning as those in AIA Document A201, General Conditions of the Con- tract for Construction, current as of the date of this Agreement. 9.3 Causes of action between the panies to this Agreement pertaining to acts or failures to act shall be deemed to have accrued and the applicable statutes of limitations shall com- mence to run not later than either the date of Substantial Com- pletion for acts or failures to act occurring prior to Substantial Completion, or the date of issuance of the final Cenificate for Payment for acts or failures to act occurring after Substantial Completion. 9.4 The Owner and Archirect waive all rights against each other and against the contractors, consultants, agents and employees of the other for damages, but only to che extent covered by property insurance during construction, except such rights as they may have to the proceeds of such insurance as set fonh in the edition of AIA Document A201, General Con- ditions of the Contract for Construction, current as of the date of this Ageemen[. The Owner and Architect each shall require similar waivers from their contractors, mnsultancs and agrnts. 9.5 The Owner and Architect, respecdvely, bind themselves, their partners, successors, assigns and legal represmtatives to the o[her party to this Agreement and to the partners, sua cessors, assigns and legal representatives of such other puty with respect to all rnvenants of this Agreement. Neither Owner nor Architect shall assign this Agreement without the written consent of the other. 9.6 This Agreement represenu the rntire and integrated 2gree- ment between the Owner and Architect and supersedes all prior negotiations, representations or agreements, either writ- ten or oral. This Agreement may be unended only by written instrument signed by both Owner and Architect. 9.7 Nothing contained in this Agreement shall create a contrac- tual relationship with or a cause of action in favor of a third party against either the Owner or Architect. 9.8 The Architect and Architect's consulcanu shall have no responsibility for the discovery, presence, handling, removal or disposal of or exposure of persons to ha7ardous materials in any form at the Project site, including but not limired to asbes[os, asbestos products, polychlorinated biphenyl (PCB) or other toxic subscances. ARTICLE 10 PAYMENTS TO THE ARCHITECT 10.1 DIRECT PERSONNEL EXPENSE 10.1.1 Direct Personnel Expense is defined as the direct salaries of the Architect's personnel engaged on the Project and the portion of che cost of their mandatory and customary mn- tributions and benefits related thereto, such as employment taxes and other statutory employee benefits, insurance, sick leave, holidays, vacations, pensions and similar contributions and benefits. 10.2 REIMBURSABLE EXPENSES 10.2.1 Reimbursable Expenses indude expenses incuned by the Architect in the interest of the Project for: `- ' .1 expense of transponation and living expenses in con- nection with out-of-town travel authorized by the Owner; .2 long-distance communications; .3 fees paid for securing approval of authorities having jurisdiction over the Project; .4 reproductions; .5 postage and handling of Drawings and Specifications; .6 expense of overtime work requiring higher than regu- lar rates, if authorized by che Owner; .7 renderings and modeLs requested by the Owner; .8 expense of additional insurance coverage or limiu, including professional tiability insurance, requested by the Owner in excess of that normally carried by the Architect and Archirect's consultants; and .9 expense of computer-aided design and drafting equip- ment time when used in connection with the Project. AU1 DOCUMENT 8151 o ABBRF.VIATED OWNER-ARCHITECT AGREEMENT • TH1RD EDITIOr • AIAE 0@1987 5 8151-1957 THE AMERICAn INSTITU7'E OF ARCHITECTS, 1735 NEVt' YORK AVEN(7E, N.VC'., WASHINGTON, D.C. 20006