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<br />except by written consent containing a specific reference to
<br />this Agreemrnt signed by the Owner, Architect, and any other
<br />person or entity soughc to be joined. Consenc to azbitradon
<br />involving an addidonal person or entity shaU not consdtute
<br />consent to arbicration of any claim, dispute or ocher matcer in
<br />question not described in the written conscnt or with a person
<br />or entity not named or described therein. The foregoing agree-
<br />ment to arbitrate and other agreements to arbitrate with an
<br />additional person or endty duly consented to by the parties to
<br />chis Agreement shall bc speci8cally enforceable in accordance
<br />with applicable law in any court having jurisdiction thereof.
<br />7.4 The award rendercd by che arbitrator or arbitrators shaU be
<br />final, and judgment may be entered upon it in acrnrdance with
<br />applicable law in any court having jurisdiction thereof.
<br />ARTICLE 8
<br />TERMINATION, SUSPENSION OR ABANOONMENT
<br />8.1 This Agreement may be terminated by either party upon
<br />not less than sevrn days' wricten nodce should the other party
<br />fail substancially to perform in accordance with the tenns of trvs
<br />Agreement through no fault of the party initiating the termination.
<br />8.2 If the Project is suspended by the Owner for more than 30
<br />consecucive days, the Architect shaU be compensated for ser-
<br />vices performed prior to nodce of such suspension. When the
<br />Project is resumed, the Architect's compensadon shaU be equi-
<br />cably adjusced to provide for expenscs incurred in the interrup-
<br />tion and resumption of the Architect's services.
<br />8.3 This Agreement may be terminated by the Owner upon
<br />not less than seven days' written nodce to the Architea in the
<br />event that [he Project is permanendy abandoned. If the Project
<br />is abandoned by the Owner for morc than 90 consecutive days,
<br />the Architecc may terminate this Agreement by giving written
<br />notice.
<br />8.4 Failure of the Owner to make payments to the Architect in
<br />accordancc with this Agreement shaU be considered substantial
<br />nonperformance and cause for tecmination.
<br />8.5 If the Owner fails to make payment when due the Archi-
<br />tec[ for services and expenses, the Architect may, upon seven
<br />days' written notice to the Owner, suspend performance of ser-
<br />vices under this Agreement. UNess payment in full is rcccived
<br />by the Archicect within seven days of the date of [he nocice, the
<br />suspension shall take effect without further notice. In the event
<br />of a suspension of services, the Architect shaU have no liability
<br />co the Owner for delay or damage caused the Owner because
<br />of such suspension of services.
<br />8.6 In the event of termination not the fault of the Architect,
<br />che Architect shall be compensated for services performed prior
<br />to termination, together with Reimbursable Expenses then due
<br />and all Termination Expenses as defined in Paragraph 8.7.
<br />8.7 Termination Expenses are in addiaon to compensation for
<br />Basic and Additional Services, and include expenses which are
<br />directly attributable to terminadon. Terminadon Expenses shall
<br />be computed as a percmtage of the tota( compensation for
<br />Basic Services and Ad¢idonal Services earned to the time of ter-
<br />mination, as follows:
<br />1 Twenty percent of the total compensauon for Basic
<br />and Addidonal Services eamed to date if terminadon
<br />occurs before or during the predesign, site analysis, o;
<br />Schematic Design Phases; or
<br />
<br />.2 Ten percrnt of the tocal compensacion for Basic and
<br />Additional Services euned co dace if terniinadon
<br />occurs during the Design Development Phase; or
<br />.3 Five percenc of the total mmpensadon for Basic and
<br />Addidonal Services euned to date if terminadon
<br />occurs during any subsequent phase.
<br />ARTICLE 9
<br />MISCELLANEOUS PWVtSiONS
<br />9.1 Unless otherwise provided, this Agreement shall be gov-
<br />emed by the law of thc principal place of business of the
<br />Architect.
<br />9.2 Terms in this Agreement shaU have the same meaning as
<br />those in AIA Documenc A201, General Conditions of the Con-
<br />tract for Consuuction, current as of the date of this Agreement.
<br />9.3 Causes of acrion between the parcies to this Agreement
<br />penaining to accs or failures to ac[ shaU be deemed to have
<br />accrued and che applicable statutes of limicaaons shaU com-
<br />mencc to run not later than eithcr the da[e of Substantial Com-
<br />pletion for acts or failures to acc occurring prior to Substantial
<br />Compledon, or the date of issuar?ce of the tinal Certificate for
<br />Payment for acts or failures to act occurring after Substantial
<br />Completion.
<br />9.4 The Owncr and Architect waive all rights against each
<br />other and against the contraccors, consuttanu, agencs and
<br />employees of the o[her for damagcs, but oNy to the extent rnv-
<br />ered by property insurance during construction, except such
<br />righcs as they may have to the proceeds of such insurlncc as set
<br />fonh in the edition of AIA Documrnt A201, General Conditions
<br />of the Contract for Consuuction, current as of the date of this
<br />Agreement. The Owner and Archicect each shall require similar
<br />waivers from their conuaccors, consultants and agenu.
<br />9.5 The Owner and Architect, respectively, bind themselves,
<br />their partners, successors, assigns and legal representatives co
<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. Neither Owner nor
<br />Architect shaU assign this Agreement without the writtrn con-
<br />sent of the ocher.
<br />9.6 This Agrcement represents the endre and integrated agree-
<br />ment between the Owner and Archi[ect and supcrsedes all
<br />prior negotiations, representations or agreements, either writ-
<br />ccn or oral. This Agreemenc may be amended oNy by written
<br />instrument signed by bo[h Owner and Archicect.
<br />9.7 Nothing contained in this Agreement shaU create a contrac-
<br />cual relationship with or a cause of acdon in favor of a third
<br />party against either the Owner or Architect.
<br />9.8 Unless otherwise provided in this Agreement, the Archicect
<br />and ArchitecYs consultants shall have no responsibility for the
<br />discovery, presence, handling, rcmoval or disposal of or eacpo-
<br />sure of persons to hazardous materials in any form at the Projoc2
<br />site, inc(uding but not 1'united to asbcxtos, asbcstos products,
<br />polyctilorinated biphenyl (PCB) or other toxic substances.
<br />9.9 The Archicect shall have the right to include representa-
<br />tions of the design of the Project, including photographs of the
<br />exterior and interior, among the Archicect's promodonal and
<br />professional macerials. 'fhe ArchitecYs materials shaU not
<br />include the Owner's confidential or proprietary informadon if
<br />the Owner has previously advised the Architect in writing of
<br />AIA DOdIMElIT 8141 • OWNER-ARCHITECT AGREEMENT • FOURTEEN77i EDIT70N • ATA* • (D 1987
<br />7 BI 41-19$7 THE AMERICAN INSTITUTE OF ARCHITECTS, 1 735 NEW 1 ORK AVENUE, N.W., WASNIIVGTON, D.C. 20006
<br />WARNING: Unlicensed photocopying violates U.S. copy?igM laws and fs subject to legal pmaecution.
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