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exccpt by wri[ten consent containing a speciFic reference ro
<br />ihis Agreement signed by the Owner, Archicec[, and any other
<br />pcrson or entitv soughc to be joined. Consen[ to arbitration
<br />involving an addi[ional person or entity shall no[ cons[ituce
<br />consent to arbitration of any claim, dispuce or ocher matter in
<br />ques[ion noc described in the written consen[ or wiLh a person
<br />or en[ity not named or described [herein. The foregoing agree-
<br />ment to arbitrate and other agreements ro arbiLrace with an
<br />aciditional person or entity duly consented to by [he parties to
<br />this Agreement shall be specifically enforceable in accordance
<br />wit11 applicable law in any court having jurisdiciion thereof.
<br />7.4 The award rendered by che arbicrator or arbitrators sh:ill be
<br />final, and judgment may be entered upon it in accordance with
<br />applicable law in any courc having jurisdiction thereof.
<br />ARTICLE 8
<br />TERMIN/aTION, SUSPENSION OR ABANDONMENT
<br />8.1 This Agreement may be [erminated by either party upon
<br />no[ less chan seven days' writ[en notice should the oiher party
<br />fail substantially to perform in accordance with [he terms of ihis
<br />Agrccuiei-a tiiiciugh no fault of tile party initiacing the terrnination.
<br />8.2 If the Projeci is suspended by the Owner for more than 30
<br />consecucive da}Is, the Architect shall be compensated for ser-
<br />vices performed prior to notice of such suspension. When the
<br />Projecc is resumed, the Architect's compensacion shall be equi-
<br />tably adjusted to provide for expenses incurred in the interrup-
<br />cion and resumpcion of the Architeci's services.
<br />8.3 This Agreement may be terminated by the Owner upon
<br />not less chan seven days' written notice to the Architect in the
<br />evenL thac the Project is permanently abandoned. If the Project
<br />is ab:tndoned by the Owner for more than 90 consecutive days,
<br />the Archi[eci may cerminace this Agreement by giving wricten
<br />notice.
<br />8.4 Ftilure of the OR•ner ro make payments to the Archicec[ in
<br />accordance with rhis Agreement shall Ue considered substantial
<br />nonperformance and cause for termina[ion.
<br />8.5 If the Owner fails to make payment when due the Archi-
<br />tect for services and espenses, the Architec[ may, upon seven
<br />days' wri«en notice ro dle Owner, suspend performance of ser-
<br />vices under this Agreement. Unless payment in full is received
<br />by die Architea wiihin seven days of the date of the noEice, the
<br />suspension shall [ake effect widlout further notice. In the event
<br />oF a suspension of sen•ices, the Arclii[ect shall have no liabilicy
<br />to the Owner for delay or damage caused the Owner because
<br />of such suspension of services.
<br />8.6 In the even[ of cermination not the fault of the Architect,
<br />the Architect stiall be compensated for services performed prior
<br />to termination, togecher with Reimbursable Expenses then due
<br />and all Termin:i[ion Ezpenses as defined in Paragraph 5.7.
<br />8.7 'I'ermination Expenses are in addition to compensation for
<br />Basic and Addition:il Services, and include expenses which are
<br />direcdy attribu[able ro termination. Termination Expenses shall
<br />be eomputeci as a percencage of the total compensation for
<br />Basic Services and Additional Services eamed rothe time of cer-
<br />mination, as follon•s:
<br />1 Twcn[y pcrcent of the total compensation for Basic
<br />and Additional Scrvices earned to da[e if termina[ion
<br />occurs before or during the predesign, sice analysis, or
<br />Schem:itic Design Phases; or
<br />.2 Ten percenE of the total compensa[ion for B:isic and
<br />Additional Services earned to date if termination
<br />occurs cluring the Design Development Phase; or
<br />.3 Five percen[ of the [oEal compensation for II:uic and
<br />Additional Services earned to date if temlination
<br />occurs during any subsequent phase.
<br />ARTICLE 9
<br />MISCELLANEOUS PROVISIONS
<br />9.1 Unless otherwise provided, this Agreement sh:ill be gov-
<br />erned by the law of the principal place of business of the
<br />Architect.
<br />9.2 Terms in this Agreement shall have the s:uiie meaning as
<br />those in AIA Document A201, General Conditions of the Con-
<br />tracc for Construction, currenc :ts of the da[e of this Agreement.
<br />9.3 Causes of ac[ion Uetween the parties to this AgreemenL
<br />perEaining to acts or failures to act sh:ill be deemed co have
<br />accrued and the applicable statutes of limita[ions sh:ill com-
<br />mence to run not lacer than either the date of Substan[ial Com-
<br />pletion for acts or failures to zct occurring ptior to Substantial
<br />Completion, or the date of issuance of the final CertiFica[e for
<br />Paymenc for acts or failures to act occurring after Substanti:il
<br />Completion.
<br />9.4 The Owner and Archicecc waive all righ[s against each
<br />ocher and agains< the contractors, consultancs, agents and
<br />employees of the other for damages, buc onl}, to the eatent cov-
<br />ered by property insurance during conscruction, except such
<br />rights as they may have [o the proceeds of such insurance as set
<br />forth in the edition of AIA Documen[ A201, General Condi[ions
<br />of the Con[ract for Conscruction, currenc as of the date of this
<br />Agreement. The Owner and Architect each shall require similar
<br />waivers from their contracrors, constiltan[s and agents.
<br />9.5 The Owner and Architecc, respectivel}•, bind themselves,
<br />their parmers, successors, assigns and legal representa[ives to
<br />the other party to this Agreement and to the partners, succes-
<br />sors, assigns and legal representatives of such other party with
<br />respect to all covenants of this Agreement. \iei[her Owner nor
<br />Architecc shall assign this Agreement withou[ the written con-
<br />sent of the ocher.
<br />9.6 This Agreemenc represents the entire and integrated agree-
<br />ment be[ween the Owner and Architect and supersedes all
<br />prior negociations, representations or agreements, either wrio-
<br />ten or oral. This Agreement may be amended only by writ[en
<br />instrumeni signed by both Owner and Architect.
<br />9.7 No[hing contained in ihis Agreement shall create a contrac-
<br />tual relaiionship with or a cause of action in favor of athird
<br />party against either the Owner or Architec[.
<br />9.8 Unless othern+ise provided in this Agreement, the Architect
<br />and Archirect's consulcants shall have no responsibi(ity for the
<br />discoven', presence, handling, removal or disposal of or expo-
<br />sure of persons to hazardoiis materials in any form a[ the Projecc
<br />site, including but not limited to :LSbestos, asbestos producrs,
<br />polychlorinated biphenyl (PCB) or orher toxic substances.
<br />9.9 The :lrchitect sh:ill have the right [o include represen[a-
<br />tions of die design of the Projecc, including photographs of the
<br />ezterior :uld inrerior, among the Architea's promo[ional and
<br />profession;il materials. The rlrchitect's macerials shall not
<br />include the Owner's confidential or proprie[ary information if
<br />the Owner has previously advised the ArchiLect in writing of
<br />AIA DOCUMENT 8141 • O\Y/NER-ARCHITECT AGREEMENT • FOURTEENTH EDITION • AIA°J - @ 1987
<br />7 B147 "1987 • THE AMERICAN lNST1TU'CE OF ARCHITECTS, 1735 NEWYORK AVENUE, N.W., WASHINGTON, D.C. 20006
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