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escept by wri[[en consent containing a specific reference ro
<br />tnis Agreement signed by the Owner, Architect, and any other
<br />person or en[icy sought to be joined. Conseni [o arbi[ration
<br />involving an additional person or entity sh.all noc constituie
<br />consent [o arbitration of any claim, dispute or other matter in
<br />question noc deschbed in the written consen't or wiLh a person
<br />or entity not named or described therein. The foregoing agree-
<br />menL to arbitrate and other agreements io' arbitrate wich an
<br />additional person or enrity duly consented to by the parcies to
<br />this Agreemen[ shall be specifically enforceable in accordance
<br />witli applicable law in any court having jurisdiction thereof.
<br />7.4 'I'he award rendered by the arbitrator or arbi[rarors shall be
<br />fin:il, and judgment may be entered upon it in accordance R-ith
<br />applicable lan= in any court having jurisdiction thereof.
<br />ARTICLE 8
<br />TERMINATION, SUSPENSION OR ABANDONMENT
<br />8.1 This Agreement may.be cerminated by either party upon
<br />no[ less than seven days' written notice shouid the o[her party
<br />fail substantially to perform iiz accordance with the Cerms of rhis
<br />Agrccine:i,t thiuugh no fault of [iie pany initiating the cemunauon.
<br />8.2 If the Projec[ is suspendeci by the Owner for more than 30
<br />consecutive days, the Architect shall be compensaced for ser-
<br />vices performed prior to notice of such suspension. When rhe
<br />Project is resumed, the A-rchitect's compensation shall be equi-
<br />tab(y adjusted to provide for ezpenses incurred in the interrup-
<br />tion and resumpcion of the Architect's services.
<br />8.3 This Agreement may be terminated by the Owner upon
<br />no[ ]ess than seven days' written notice to the Architect in the
<br />event that thjqPrp?ect.is. permanently abandoned. If the Project
<br />is ab.uzdonedby ihe Owner for more than 90 consecutive davs,
<br />the Architect may ie'riniiiace this Agreement by giving written
<br />no[ice.
<br />8.4 Failure of the Owner to make payments [o the Architect in
<br />accordance wi[h [his Agreemen[ shall Ue considered subs[antial
<br />nonperformance and cause for termination.
<br />8.5 If the `Onrner fails ro make payment when due the Archi-
<br />recL for services and espenses, the Architect may, upon seven
<br />days' vvriften notice to the Owner, suspend performance of ser-
<br />vices under this Agreeinent. Unless payment in full is received
<br />by the Architect nrithin seven days of the date oF the notice, the
<br />suspension shall take effec< <vithout Further no[ice. In the event
<br />of a suspension of services, the Architect shall have no liabilit}•
<br />to the Owner for delay or damage caused the Owner because
<br />of such suspension oF services.
<br />8.6 In the event of Lermination not the fault of the Archi[ect,
<br />the Architect shall be compensated for services performed prior
<br />to termination, together with Reimbursable Expenses then due
<br />and :ill Termination Expenses as defined in Paragraph 8.7.
<br />8.7 "1"ermination Expenses are in actdition to compensa[ion for
<br />Basic and Additional Services, and indude espenses which are
<br />direcdy attributable ro terminacion. Termination Espenses shall
<br />be computed as a percentage of Lhe Lo[al compensation Eor
<br />Basic Services and Additional Services earned to the time of ter-
<br />minatioil, as follqws;
<br />.1 Twenry percent of the rotal compensation for Basic
<br />and Additional Scrvices earned to date if cerminaiion
<br />occurs before or during the predesign, sice analysis, or
<br />Schema[ic Dcsibn Phases; or
<br />2 Ten perceni of the total compensation for B:tsic and
<br />Addi[ional Services eamed ro da[e if [ermination
<br />occurs during the Design Development Phase; or
<br />3 Five percent oF the [otal compensation for Basic and
<br />Additional Services earned to date if rermination
<br />occurs during any subsequenL phase.
<br />ARTICLE 9
<br />MISCELLANEOUS PROVISIONS
<br />9.1 Unless otherwise provided, this Agreement stiall be gov-
<br />erned by the law of the principal place of business of the
<br />Architec[.
<br />9.2 Terms in this Agreement shall have [he same meaning as
<br />those in AIA Document A201, Gener:il Conditions of the Con-
<br />tract for Conscruction, current as of the da[e of this Agreement.
<br />9.3 Causes of action berneen the parcies to this AgreemenL
<br />pertaining to acts or failures to ac[ shall be deemed to have
<br />accrued and the applicable scacutes of limitations shall com-
<br />mence to run no[ lacer than either the date of Substantial Com-
<br />pletion For acts or failures ro -,ct occurring prior to Substancial
<br />Completion, or the date of issuance of the Final CertiFicate for
<br />Payment for acts or failures to act occurring afier Substantial
<br />Completion.
<br />9.4 The Owner and Architec< <vaive all rights against each
<br />other and against the contractors, consultants, agents and
<br />employees of the other for damages, but only to the extent cov-
<br />ered by property insurance during construction, except such
<br />rights as they may have co the proceeds of such insurance as se[
<br />forth in the edition of AIA Document A201, General Conditions
<br />of the Contract for Construction, current as of the date of this
<br />Agreement. The Owner and Architect each shall require similar
<br />w:uvers from their contractors, consultants and agents.
<br />9.5 The Owner and Architect, respectively, bind rhemselves,
<br />their parcners, successors, assigns and ]egal represeniatives co
<br />the other party to this Agreement and to the partners, succes-
<br />sors, assigns and leg:il representatives of such other party with
<br />respect ro all covenants of chis Agreement. \ieither Owner nor
<br />Archi[ect shall assign this Agreemen[ without the wri[ien con-
<br />senc of the other.
<br />9.6 This Agreement represents the entire and integrated agree-
<br />ment be«veen the Owner and Archi[ecc and supersedes all
<br />prior negociations, representations or agreements, ei[her writ-
<br />ten or oral. This Agreement may be amended only by written
<br />instrument signed by boih On•ner aild Architect.
<br />9.7 Nothing contained in this Agreement shall create a contrac-
<br />tual relationship with or a cause of action in favor of athird
<br />party against either the OR%ner or Architect.
<br />9.8 Unless othern ise provided in this Agreement, the Architect
<br />and Architect's consultants shall have no responsibility for the
<br />discover}•, presence, handling, removal or disposal of or espo-
<br />sure of persons ro hazardous ma[erials in any form at the Project
<br />sice, induding but not luniied co asbesros, asbestos products,
<br />polychforinared biphenyl (PCB) or other toxic substances.
<br />9.9 The Archicect sh-dl have the righ[ [o include representa-
<br />tions of the design of the Project, including phorographs of the
<br />etterior and interior, among the. Architecc's promotional and
<br />profcssioilal materials. The Architect's ma[erials shall not
<br />indude the Owner's confidential or proprietary informacion if
<br />the Owner has previously advised the Archi[ecc in writing of
<br />AIA DOCUMENT 8141 • O\Y/NER-ARCHI'I'ECT AGREEhtENT • FOURTEENTH EDITION • AIA'D °@1987
<br />7 By 41-1.957 .. THE A\tERICAN Iti5T17'UTE OF ARCHITECTS, 1735 NEWYORK AVENUE, N.W., WASHINGTON, D.C. 20006
<br />, ??? .
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