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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
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<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
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