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? <br />except by written consent containing a specific reference to <br />this Agreement signed by the Owner, Architect, and any other <br />person or entity sought to be joined. Consent to arbitration <br />involving an additional person or entity shall not constitute <br />consent to arbitration of any claim, dispute or other matter in <br />question not described in the written consent 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 entity duly consented to by the parties to <br />this Agreement shall be specifically enforceable in accordance <br />with applicable law in any courc having jurisdiction thereof. <br />7.4 The award rendered by the arbitrator or arbitrators shall be <br />final, and judgment may be entered upon it in accordance with <br />applicable law in any court having jurisdiction thereof. <br />ARTICLE 8 <br />TERMINATION, SUSPENSION OR ABANDONMENT <br />8.1 This Agreement may be terminated by either party upon <br />not less than seven days' written notice should the other party <br />fail substantially to perform in accordance with the terms of this <br />Agreement through no fault of the party initiating the terminacion. <br />8.2 If the Project is suspended by the Owner for more than 30 <br />consecutive days, the Architect shall be compensated for ser- <br />vices performed prior to notice of such suspension. When the <br />Project is resumed, the Architect's compensation shall be equi- <br />tably adjusted to provide for expenses 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 notice to the Architect in the <br />event that the Project is permanently abandoned. If the Project <br />is abandoned bv the Owner for more than 90 consecutive days, <br />the Architect may terminate this Agreement by giving written <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 />nonperformance and cause for termination. <br />8.5 If the Oa•ner fails to make payment when due the Archi- <br />tect for services and expenses, the Architect may, upon seven <br />davs' written notice to the Owner, suspend performance of ser- <br />vices under this Agreement. Unless payment in full is received <br />bv the Architect within seven days of the date of the notice, the <br />suspension shall take effect without fiirther notice. In the event <br />of a suspension of services, the Architect shall have no liability <br />to the On•ner 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 Arrhitect, <br />[he Architect shall be compensated for services performedprior <br />to termination. together with Reimbursable Expenses then due <br />and all "Cerminatiun E.r-penses as defined in Paragraph 8J. <br />8.7 Termination Expenses are in addition to compensation for <br />Basic and Additional Services, and include cxpenses which are <br />directlv attrihutable to terniination. Termination Expenses shall <br />be computed as a percentage of the total compensacion for <br />I3ct.sic Services and Addicional Services e:arned to the time of ter- <br />minatiom. as f<?llows: <br />,1 Tvent?percent of the total compe nsation fror I3asic <br />and Additional Services eamed to date if terminati<?n <br />occurs before ox during the pre<tesign, site an,ilvsis, or <br />Schematic Design Phases, or <br />? <br />.2 Ten percent of the total compensation for Basic and <br />Additional Services eamed to date if termination <br />occurs during the Design Development Phase; or <br />.3 Five percent of the total compensation for Basic and <br />Addicional Services earned to date if termination <br />occurs during any subsequent phase. <br />ARTICLE 9 <br />MISCELLANEOUS PROVISIONS <br />9.1 Unless otherwise provided, this Agreement shall 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 same meaning as <br />those in AIA Document A201, Generai Conditions of the Con- <br />tract for Construction, current as of the date of this Agreement. <br />9.3 Causes of action between the parties to this Agreement <br />pertaining to acts or failures to act shall be deemed to have <br />acerued and the applicable stamtes of limitations shall com- <br />mence to run not later than either the date of Substantial Com- <br />plecion for acts or failures to act occurring prior ro Substantial <br />Completion, or the date of issuance 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 againsc 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 thev may have to the proceeds of such insurance as set <br />forth in the edition of AIA Document A201, General Conditions <br />of the Contract for Construction, current as of the ciate of this <br />Agreement. The Owner and Architect each shall require similar <br />waivers from their contractors, consultants and agents. <br />9.5 The Owner and Architect, respectively, bind themselves, <br />their partners, successors, assigns and legal representatives to <br />the other partv 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 shall assign this Agreement without the writren con- <br />sent of the other. <br />9.6 This Agreement represents the entire and integrated agree- <br />ment between the Owner and Architect and supersedes all <br />prior negotiations, representations or agreements, either writ- <br />ten or oral. This Agreement may be amended only by written <br />instrument signed b}l both Owner and Architect. <br />9.7 Nothing contained in this Agreement shall create a contrac- <br />tual relationship ,vith or a cause of aetion in favor of a third <br />party agaiiist either the Ocvner or Architect. <br />9.8 Unless other-,vise provided in this Agreement, the Archirect <br />and Architect's consultants shall have no responsibility for the <br />discovery, presence, handling, removal or disposai of or expo- <br />sure of persons te> hazardous matcriais in any form at the Project <br />site, induding but not timited to asbestos, a5bestos products, <br />pol}°chlorunated biphenyl (PCB) or other toxic substances. <br />9.9 The architect shall have the right to include representa- <br />tioms of the uesign of the Prc>jec[, inc:ludiilg photographs of the <br />elrerie>r ancl interior, among the Architect's promotional and <br />professional marerials. The Architect's marerials shall not <br />indude the OR ner's confidential or pruprietary information if <br />thC 01iner has J)rc\iouSl\- advised the Architect in writing of <br />AIA DOCUMENT 8141 • OV VER-ARCHITE<:T AGREEDtEtiT • FOURTEENTH EDI'I'ION • AIA° • 0198 <br />7 B141-1987 I HE AMERICAN INSTITUT@ <)F ARCHITECTS, 1'35 NEWFORK AVENUE, N.W., WASHINGTON, D.C. 20006