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except by written consent containing a specific reference to .2 Ten percent of the total compensation for Basic and
<br /> this Agreement signed by the Owner, Architect, and any other Additional Services earned to date if termination
<br /> person or entity sought to be joined. Consent to arbitration occurs during the Design Development Phase; or
<br /> involving an additional person or entity shall not constitute ,3 Five percent of the total compensation for Basic and
<br /> consent to arbitration of any claim, dispute or other matter in Additional Services earned to date if termination
<br /> question not described in the written consent or with a person occurs during any subsequent phase.
<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 ARTICLE 9
<br /> this Agreement shall be specifically enforceable in accordance
<br /> with applicable law in any court having jurisdiction thereof MISCELLANEOUS PROVISIONS
<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 9.1 Unless otherwise provided, this Agreement shall be gov-
<br /> applicable law in any court having jurisdiction thereof. 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 /> ARTICLE 8 those in AIA Document A201, General Conditions of the Con-
<br /> tract for Construction,current as of the date of this Agreement.
<br /> TERMINATION, SUSPENSION OR ABANDONMENT
<br /> 9.3 Causes of action between the parties to this Agreement
<br /> 8.1 This Agreement may be terminated by either party upon pertaining to acts or failures to act shall be deemed to have
<br /> not less than seven days' written notice should the other party accrued and the applicable statutes of limitations shall com-
<br /> fail substantially to perform in accordance with the terms of this mence to run not later than either the date of Substantial Com-
<br /> Agreement through no fault of the party initiating the termination. pletion for acts or failures to act occurring prior to Substantial
<br /> Completion, or the date of issuance of the final Certificate for
<br /> 8.2 If the Project is suspended by the Owner for more than 30 Payment for acts or failures to act occurring after Substantial
<br /> consecutive days, the Architect shall be compensated for ser- Completion.
<br /> vices performed prior to notice of such suspension. When the 9.4 The Owner and Architect waive all rights against each
<br /> Project is resumed, the Architect's compensation shall be equi-
<br /> tably other and against the contractors, consultants, agents and
<br /> tion nd resumption of the Architect's services.
<br /> adjusted to provide for expenses incurred in the interrup employees of the other for damages,but only to the extent cov-
<br /> ered by property insurance during construction, except such
<br /> 8.3 This Agreement may be terminated by the Owner upon rights as they may have to the proceeds of such insurance as set
<br /> not less than seven days' written notice to the Architect in the forth in the edition of AIA Document A201,General Conditions
<br /> event that the Project is permanently abandoned. If the Project of the Contract for Construction,current as of the date of this
<br /> is abandoned by the Owner for more than 90 consecutive days, Agreement.The Owner and Architect each shall require similar
<br /> the Architect may terminate this Agreement by giving written waivers from their contractors, consultants and agents.
<br /> notice.
<br /> 9.5 The Owner and Architect, respectively, bind themselves,
<br /> 8.4 Failure of the Owner to make payments to the Architect in their partners, successors, assigns and legal representatives to
<br /> accordance with this Agreement shall be considered substantial the other party to this Agreement and to the partners, succes-
<br /> nonperformance and cause for termination. sors, assigns and legal representatives of such other party with
<br /> respect to all covenants of this Agreement. Neither Owner nor
<br /> 8.5 If the Owner fails to make payment when due the Archi- Architect shall assign this Agreement without the written con-
<br /> tect for services and expenses, the Architect may,upon seven sent of the other
<br /> days'written notice to the Owner,suspend performance of ser
<br /> vices under this Agreement. Unless payment in full is received 9.6 This Agreement represents the entire and integrated agree-
<br /> by the Architect within seven days of the date of the notice,the ment between the Owner and Architect and supersedes all
<br /> suspension shall take effect without further notice In the event prior negotiations, representations or agreements, either writ-
<br /> of a suspension of services, the Architect shall have no liability ten or oral. This Agreement may be amended only by written
<br /> to the Owner for delay or damage caused the Owner because instrument signed by both Owner and Architect.
<br /> of such suspension of services.
<br /> 9.7 Nothing contained in this Agreement shall create a contrac-
<br /> 8.6 In the event of termination not the fault of the Architect, tual relationship with or a cause of action in favor of a third
<br /> the Architect shall be compensated for services performed prior partv against either the Owner or Architect.
<br /> to termination, together with Reimbursable Expenses then due
<br /> and all Termination Expenses as defined in Paragraph 8 7 9.8 Unless otherwise provided in this Agreement,the Architect
<br /> and Architect's consultants shall have no responsibility for the
<br /> 8.7 Termination Expenses are in addition to compensation for discovery,presence, handling, remoN al or disposal of or expo-
<br /> Basic and Additional Services, and include expenses which are sure of persons to hazardous materials in any form at the Project
<br /> directiv attributable to termination Termination Expenses shall site, including but not limited to asbestos, asbestos products,
<br /> be computed as a percentage of the total compensation for polvchlotinated biphenyl(PCB)or other toxic substances.
<br /> Basic Services and Additional Services earned to the time of ter-
<br /> mination, as follows. 9.9 The Architect shall have the right to include representa-
<br /> tions of the design of the Project, including photographs of the
<br /> .1 Twenty percent of the total compensation for Basic exterior and interior, .unong the Nrchitect's promotional and
<br /> and Additional Services earned to date if termination professional materials. The Architect s materials shall not
<br /> occurs before or during the predeslgn,site analvsis,or include the Owner's confidential or propnetar% information if
<br /> Schematic Design Phases, or the Owner has previouSh advised the Architect in writing of
<br /> AIA DOCUMENT 8141 OWNER-ARCHITECT AGREEMENT• FOURTEENTH EDITION•AIA® • rJ 1987
<br /> 7 B141-1987 THE AMERICAN INSTITUTE OF ARCHITECTS.1735 NEW YORK AVENUE,N W.,WASHINGTON,D C 20(X)6
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