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<br />. fail substantially to perform in accordancc with the terms of this
<br />Agreement thcough no fault of the party initiating the tcc-
<br />mination.
<br />8.2 If the Projcct is suspcnded by the Owncr for more chan 30
<br />con.sccutivc days, the Architcct sh:ill bc compxns:ucd for scr-
<br />vices pcrformed prior to notice of such suspension. When the
<br />Project is resumed, the Architect's compensation shall be equit-
<br />ably adjusted to provide for cxpenses incurred in the interrup-
<br />tion and resumpdon of the Architect's services.
<br />8.3 This Agrccmcnt may bc terminatcd by the Owncr upon
<br />not Icss than scvcn ciays' writtcn noticc to the Architect in die
<br />cvcnt that the Project is permanendy abandoned. If the Project
<br />is abandoned, by the Owner for morc than 90 consecutive days,
<br />thc Arch(tcct may tcrniinatc this Agrccmcnt by giving writtcn
<br />notice.
<br />8.4 Failure of the Owner to make payments to the Architect in
<br />accordance with chis Agrccment shall be considercd substantial
<br />nonpcrformance and cause for tcrmination.
<br />8.5 lf the Owner fails to make payment when due the Archi-
<br />tcct for services and expenses, the Architect may, upon scven
<br />days' written notice to the Owncr, sus{xnd pcrformance of scr-
<br />viccs undcr this Agrccmcnt. Unlcss paymcnt in full is reccivcd
<br />by the Architect within seven days of the date of the noticc, the
<br />suspension shall takc cffcct without further noticc. In the cvcnt
<br />of a suspension of scrviccs, the Architect sh.dl have no liability
<br />to the Owncr for dclay or d:tmabc cc?uscd the Owncr bccausc
<br />of such suspcnsion of scrvices.
<br />8.6 ln the event of termination not the fault of the Architect,
<br />the Architect shall be compensated Eor services performed prior
<br />to tcrmination, togethcr with Rcimbursable Expcnses thcn due
<br />and all Tetminadon Expenses.
<br />8.7 Termination Expenses arc in addition to compensation for
<br />t3xtiic and Additional 5crvicc:s, and inciudc cxpcnscs which arc
<br />direcdy attributable to tcrmination.
<br />ARTICLE 9
<br />MISCELLANEOUS PROVISIONS
<br />9.1 Unless otherwise provided, this Agreement shall be gov-
<br />crncd by the law of the principal piace. of business of the
<br />Architcct.
<br />9.2 Tcrms in thls Agrecmcnt shall havc thc s•.unc mcaningas
<br />thosc in AlA Document A201, Gcncrai Conditions of the Con-
<br />tract for Construction, currcnt as of the date of this Agrccmcnt.
<br />9.3 Causcs of action Uctwccn the partics to this Agrccmcnt
<br />pcrraining tn acts or failurw to act sh:dl Uc:.Jccmcd to havc
<br />accrucd and the applicable stawtcs oF limitations shall com-
<br />mcnce to run not latcr than cither the date of Substantial Com-
<br />piction for acts or failures ro act occurring prior.to Subst.?ntial
<br />Ccnnplction, or the ci:?tc of issuancc of the fin.d Ccrtificatc For
<br />Yaymcnt for acts or failures to act occurrinb after Substantial
<br />Complction.
<br />9.4 Thc Owner and Architcct waive all ribliGi against cacli
<br />othcr aiid against the contractors, consuttants, agents :uid
<br />employees of the other for damages, but only to the extent
<br />covcrcd by property insurance during construction, except
<br />such rights as they may have to the procecds of such insueancc
<br />as sct forth in the cdition of AIA Documcnt A201, Gcncnl Con-
<br />N
<br />ditions of the Contract for Construction, current as of the date
<br />of this Agrccmcnt. Thc Owncr and Architect cach shall rcquirc
<br />similar waivcrs from thcir contractors, consult:uus and agcnts.
<br />9.5 Thc Owncr and Architcct, respectively, Uind thcrosctvcs,
<br />thcir partncrs, succc:ssors, :as.signs and Icgal rcprc;scntativu Lo
<br />the other party to this Agreemcnt ar?d to the par[ners, suc-
<br />cessors, assigns and legal representatives of such othcr party
<br />with respect to all covcnants of this Agreement. Neither Owner
<br />nor Architect shall assign [his Agreement without the written
<br />conscnt of the other.
<br />9.6 This Agrccmcnt represcnts the entirc and integratcd agrcc-
<br />mcnt Uctwccn the Owncr and Architect and supcrsedes all
<br />prior ncgotiations, rcprescntations or agrccmcnts, eithcr writ-
<br />tcn or or.ti. This Agrccmcnt may bc amendcd only by written
<br />instrument signcd by both Owner and Architect.
<br />9.7 Nothing contained in this Agreemcnt shall create a con[rac-
<br />tual relationship with or a cause of action in favor of a third
<br />party against cithcr the Owncr or Architect.
<br />9.8 The Architect and Archicect's consultants shall have no
<br />responsibility for the discovery, prescnce, handling, removal or
<br />disposal of or exposure of pcrsons to hazardous matcrials in
<br />any form at the Projcct sitc, including but not limited to
<br />asbcstos, asbcstos prodncts, polychlorinated biphcnyl (PCT3) or
<br />other toxic suUstanccs.
<br />ARTICLE 10
<br />PAYMENTS TO THE ARCHITEC i
<br />10.1 DIRECT PERSONNEL EXPENSE
<br />10.1.1 Direct Personncl Gxpense is defined as the direcc
<br />s:ilarics of the Architcct's pcrsonnel engaged on the Project and
<br />the portion of the cost of thcir m;undatory and customary con-
<br />tributions and benefits relatcd thereto, such as employment
<br />taxes and other stawtory employee benefits, insurance, sick
<br />lcavc, holidays, vacations, pensions and similar.contributions
<br />and benefits.
<br />10.2 REIMBURSABLE EXPENSES
<br />10.2.1 Reimbursablc Expenses include expenses incurred by
<br />the Architcct in the interest of the Project for.
<br />.1 expcnsc of tcinsportation and living cxpcnscs in con-
<br />nection with out-of-town travel audhorizcd by the
<br />Owner;
<br />.2 long-distancc communications;
<br />.3 fccs piid for sccuring approval oC authorities having
<br />jurisdiction ovcr the I'rojecr,
<br />.4 reproductions;
<br />.5 postagc and handling of Drawings and Spccifications;
<br />.6 cxpcnse of ovcrtimc work requiring highcr than regu-
<br />lar rates, if authorizcd by the Owner;
<br />.7 renderings and models requested Uy the Owner;
<br />.8 expensc of additional insurancc covcragc or limits,
<br />includinb professional liability insurance, requested
<br />by the Owncr in cxccss of that normalty carried by
<br />the Architect and Architcct's consultants; and
<br />.9 expense of computer-aidcd design and drafting equip-
<br />mcnt time whcn uscd in conncetion with the Project.
<br />AIA DOCUMENT B751 • ADDRGVIATED OWNER•ARCI-IITECT AGREC.MGNT • THIRD rDIT10N • AIA° • ? 1987
<br />5 8151-1987 THE AMCRICAN INSTITUTE ON ARC.IIITECTti, 1735 NL•W YOItK AVENUIi, N.W., WASHWG9'ON, D.C. 20006
<br />WARNING: Unlieensed photocopy(ng violates U.S. eopyright laws and is subject to legal prosecution. -
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