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<br /> other projects,for additions to this Project,or for comple- 10.4 Termination Expenses include expenses directly at-
<br /> tion of this Project by others provided the Architect is not tributable to termination for which the Architect is not
<br /> in default under this Agreement, except by agreement in otherwise compensated, plus an amount computed as a
<br /> writing and with appropriate compensation to the Archi- percentage of the total Basic and Additional Compensa-
<br /> tect, tion earned to the time of termination,as follows:
<br /> 8.2 Submission or distribution to meet official regulatory .1 20 percent if termination occurs during the Sche-
<br /> requirements or for other purposes in connection with the matic Design Phase; or
<br /> Project is not to be construed as publication in derogation .2 10 percent if termination occurs during the Design
<br /> of the Architect's rights. Development Phase; or
<br /> .3 5 percent if termination occurs during any subse-
<br /> ARTICLE 9 quent phase.
<br /> • ARBITRATION ARTICLE 11
<br /> 9.1 All claims, disputes and other matters in question MISCELLANEOUS PROVISIONS
<br /> between the parties to this Agreement, arising out of or
<br /> relating to this Agreement or the breach thereof, shall be 11.1 Unless otherwise specified, this Agreement shall be
<br /> decided by arbitration in accordance with the Construc- governed by the law of the principal place of business of
<br /> tion Industry Arbitration Rules of the American Arbitra- the Architect.
<br /> tion Association then obtaining unless the parties mutu- 11.2 Terms in this Agreement shall have the same mean-
<br /> ally agree otherwise. No arbitration, arising out of or re- ing as those in AIA Document A201, General Conditions
<br /> lating to this Agreement, shall include, by consolidation, of the Contract for Construction, current as of the date
<br /> joinder or in any other manner,any additional person not of this Agreement.
<br /> a party to this Agreement except by written consent con- 11.3 As between the parties to this Agreement: as to all
<br /> taining a specific reference to this Agreement and signed acts or failures to act by either party to this Agreement,
<br /> by the Architect, the Owner,and any other person sought any applicable statute of limitations shall commence to
<br /> to be joined. Any consent to arbitration involving an ad- run and any alleged cause of action shall be deemed to
<br /> ditional person or persons shall not constitute consent to have accrued in any and all events not later than the rele-
<br /> arbitration of any dispute not described therein or with vant Date of Substantial Completion of the Work,and as
<br /> y person not named or described therein. This Agree- to any acts or failures to act occurring after the relevant
<br /> ment to arbitrate and any agreement to arbitrate with an Date of Substantial Completion, not later than the date of
<br /> additional person or persons duly consented to by the issuance of the final Certificate for Payment.
<br /> parties to this Agreement shall be specifically enforceable 11.4 The Owner and the Architect waive all rights
<br /> under the prevailing arbitration law.
<br /> 9,2 Notice of the demand for arbitration shall be filed in against each other and against the contractors, consult-
<br /> writing with the other party to this Agreement and with ants,agents and employees of the other for damages cov-
<br /> the American Arbitration Association. The demand shall Bred by any property insurance during construction as set
<br /> Con-
<br /> be made within a reasonable time after the claim, dispute forth in the edition of AIA Document A201,General Con-
<br /> ar other matter in question has arisen. In no event shall ditions, current as of the date of this Agreement. The
<br /> the other matter
<br /> for in question be made arisen. In
<br /> the date event
<br /> when Owner and the Architect each shall require appropriate
<br /> institution of legal or equitable similar waivers from their contractors, consultants and
<br /> g q ' proceedings based on agents,
<br /> such claim, dispute or other matter in question would be
<br /> barred by the applicable statute of limitations. ARTICLE 12
<br /> 9.3 The award rendered by the arbitrators shall be final, '
<br /> and judgment may be entered upon it in accordance with SUCCESSORS AND ASSIGNS
<br /> applicable law in any court having jurisdiction thereof. 12.1 The Owner and the Architect, respectively, bind
<br /> themselves, their partners, successors, assigns and legal
<br /> ARTICLE 10 representatives to the other party to this Agreement and
<br /> to the partners, successors, assigns and legal representa-
<br /> TERMINATION OF AGREEMENT tives of such other party with respect to all covenants of
<br /> 10.1 This Agreement may be terminated by either this Agreement. Neither the Owner nor the Architect shall
<br /> y er p art y assign, sublet or transfer any interest in this Agreement
<br /> upon seven days' written notice should the other party without the written consent of the other.
<br /> fail substantially to perform in accordance with its terms
<br /> through no fault of the party initiating the termination.
<br /> 10.2 This Agreement may be terminated by the Owner ARTI 72
<br /> upon at least seven days' written notice to the Architect EXTENT OF AGREEMENT
<br /> in the event that the Project is permanently abandoned. 13.1 This Agreement represents the entire and integrated
<br /> 10.3 In the event of termination not the fault of the Ar- agreement between the Owner and the Architect and
<br /> chitect, the Architect shall be compensated for all services supersedes all prior negotiations,representations or agree-
<br /> performed to termination date, together with Reimburs- -ments, either written or oral. This Agreement may be
<br /> able Expenses then due and all Termination Expenses as amended only by written instrument signed by both
<br /> defined in Paragraph 10.4. Owner and Architect.
<br /> 8 B141-1977 AIA DOCUMENT 11111 •OWNER-ARCHITECT AGREEMENT• THIRTEENTH EDITION• IULY 1977• AIAS•®1977
<br /> THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE, N.W., WASHINGTON, O.C. 20006
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