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MAR. 13. 1998 5:2?PPd BRAidDSTETTER CARRCi i
<br />except by written consent containing a specific refesenec to
<br />this Agrccmcnt signed by the Owner, Architect, and any ocher
<br />person or entity sought to be Joined. Cotlsrnt to arbitration
<br />involving an additional person or endty sh•.tll not constitute
<br />consent to arbitration of any claim, dispute or ocher matter in
<br />question not described in the written corrscnt or with a pctson
<br />or entity not named yr described therein. 7'hc foregoing agree-
<br />ment to arbitrate and other agteernencs to arbiuatc with an
<br />addinortal person or entity dWy consented to by the parties w
<br />this Agreement shall be specifically cnforccablc in accotdartce
<br />with applicable law in any mart having jurisdiction thereof.
<br />7.4 The award rendered by the arbitrltor or arbitrators shall be
<br />fatal, and Judgment may be entered upon is In accordance with
<br />applinblc law in any coup having jurisdiction thtrtof.
<br />ARTICLE 8
<br />TERMINATION, SUSPENSION OR ABANDONMENT
<br />8.1 This Agrccmcnt may be terminated by dther party upon
<br />not less thin seven days' written nonce should the other party
<br />Fail substantially to perform in accordance with the teens of this
<br />Agreemrnt through no fault of the parry initiating the termination.
<br />1l.Z If the Project is suspended by the Owner for more than 30
<br />consecutive days, the Architect shall be compcnsatcd for ser-
<br />vices performed pnor to notice of such suspension. When the
<br />Project is resumed, the Architect's compensation shag be equs•
<br />tably adjusted to provide for expenses incurred in the intarvp-
<br />tion and resumption of the Architec:t's services.
<br />6.3 This Agrrcmcnt may be [erminated by the Owner upon
<br />not less titan sevrn days' written notice to the Architect in the
<br />event that the Project is pcrmancntly abandoned. !f the ProJcct
<br />is abandoned by the Uwnar for more than 90 Consecutive days,
<br />the Architect may terminate this Agreement by giving writtrn
<br />notice.
<br />8.4 Failure of the Owner to make payments to the Architect in
<br />accordance with this Agreement shall be considered substantial
<br />nonpetfonnancc and cause for.terntination.
<br />8.5 If the Owner fails to make payment when due the Atchi-
<br />tecc for services and expenses. the Architect may, upon seven
<br />days' written nonce co the Owner, suspend performance of ser-
<br />vices under this A,grccmrnt. Unless payment in full is received
<br />by the: Art:ltiteet within seven days of the date of the notice, the:
<br />Suspension shall hke cffcct without further notice. In thr rvrrtt
<br />of a suspension of xrvices, the Architect shall haves no IiablUty
<br />ro the Owner for delay or damage caused tht Owner hecatue
<br />of such suspension of services.
<br />8.6 Sn the event of termination nut the fault of the Architect,
<br />[he Archi[ea shall be comperuatad for services performed poor
<br />to termination, together with Relmbursablc Expcriscs then due
<br />and all Trrminttioil Cxpcnscs as dcfmcd in Paragraph 8.7.
<br />8.7 Termination F.xpcttscs are in addition to compcttsation for
<br />Basic and Additloital Services, and include expenccs which arc
<br />directly attribunblc to tcrntirr?tlon. Termination Expanses shall
<br />be computed ac a percentage of the total compens;ttion for
<br />B1slc Services and Act4itiunal Services cuncd t0 the time of ter-
<br />mination, as follows
<br />.1 Twenty parcant of [he total compensation ft~r iiasic
<br />and Acltlitional Servioq cacncd to date if termination
<br />occurs before or during the prctlcsign, sits analysis, or
<br />Schematic lksign Phases; or
<br />~10.. 3:1 P. 17
<br />.2 Ten percent of the total compensation far Basic and
<br />Additional Sctvites earned to date if tcrrninadon
<br />occurs during the Design Development Phase; or
<br />.9 Five percent of the rotal competuadon for Bask and
<br />Additional 5crvices earned to daft if termimtion
<br />occurs during any subsequent phase.
<br />ARTICLE 9
<br />MISCELLANEOUS PROVISIONS
<br />9.1 Unless otherwise provided, this Agreement shall be gov-
<br />crrrcd by the law of the principal place of business of the
<br />Architect.
<br />9,Z Terms In this Agrccmcnt shall have the same mcanirtg as
<br />those in AIA Document A201, General Conditions of the Con-
<br />tract for Construction, current u of the data of this Agreement.
<br />9.3 Causes of action bctwccn the parties ro this Agreunent
<br />pertaining to acts or failures to act shall be decmcd tv hour
<br />acctucd and the applicable statutes of limiuttorts shall com-
<br />mcncc rorun not later than either the date of Substantial Com-
<br />pletion for acts or failures to act occurring prior ro Substantial
<br />Completion, or the`datc of tssuancc of the final Certificate for
<br />Payment for acts or failures to act occurring after Substantial
<br />Completion. -
<br />9.4 The Owner and Architect waive all rights against each
<br />other and against the contractors. consultants, agents and
<br />employees of the other for damages, bui only to the extent my
<br />crcd by property insurance during construction, cxccpt such
<br />righu a5 they may have to the procccds of such insurance as set
<br />fords !n the edition of AlA Document A201, General Conditions
<br />of the Contract for Constrvetion, current as of the date of this
<br />Agreerttent. The Owner and Architect each shall requi[e similar
<br />waivers from nc~ir mntrac[ors, consultants and agents.
<br />9.5 The Owner arid Architect, respectively, bind themsclvcs,
<br />nc~ir partners, successors, assigns and legal representatives co
<br />the other party co this Agrccmrnt and to the partners, succes•
<br />secs, assigns and legal reprtscntatives of such other party with
<br />respect to all covenants of this Agreement. Neither Owner nor
<br />Architctt shalt a>sign this Agrccmcnt without the written con-
<br />sent of the other. .
<br />9.6 This Agreement rcprescnts the entire and integrated agrze-
<br />ment betwcctt the Owner and Architect and supersedes all
<br />prior negotiations, representations or agreements, either writ-
<br />ccn or oral. This Agreement may be amended only by written
<br />instnrment signed by both Owner and Architect.
<br />9.7 Nothing contained in this Agreement shall crcacc a contrac-
<br />tual relationship with or a cause of action in favor of a third
<br />party against either the Owner or Architect.
<br />9.8 Unlccs otherwise provided in this Agreement, the Architect
<br />and Architect's consultants shalt have no responsibility for the
<br />discovery, prescnce, handling, removal Vr disposal of or expo-
<br />sure t)f persons [O ha~rdOU.c materials in any format the Project
<br />sire, including but not limited ro acl~estos, asbestos pnxltlces,
<br />polychlodnatcd biphrnyl (PCB) or other toxic Substances.
<br />9.9 The Architect shall have the right to Include representa-
<br />tiocts of die design of the Project, including photographs of the
<br />cutaitx and interior, among the Architeci s promotional and
<br />professional materials. The Architeci s materials shall not
<br />include the Owner's confdentlai ar proprietary information if
<br />the Owner ltac previously advised the Archl[ccc in writing Of
<br />AIA [tOGUMEffT 6111 • OwNER•wRCHr7ECT nGAEF1tENT • FOtIKt'EErt'rH Et)ITION • A1A~ • ©i9N7
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