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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 court 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 parry initiating the termination.
<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 by 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 Owner fails to make payment when due the Archi-
<br />tect 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. Unless payment in full is received
<br />by the Architect within seven days of the date of the notice, the
<br />suspension shall take effect without further notice. In the event
<br />of a suspension of services, the Architect shall have no liability
<br />to 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 />the 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 addition to compensation for
<br />Basic and Additional Services, and include expenses which are
<br />directly attributable to termination. Termination Expenses shall
<br />be computed as a percentage of the total compensation for
<br />Basic Services and Additional Services earned to the time of ter-
<br />mination, is follows:
<br />1 Twenty percent of the total compensation for Basic
<br />and Additional Services earned to date if termination
<br />occurs before or during the predesign, site analysis, or
<br />Schematic Design Phases; or
<br />.2 Ten percent of the total compensation for Basic
<br />Additional Services earned to date if terminal
<br />occurs during the Design Development Phase; or
<br />.3 Five percent of the total compensation for Basic ;
<br />Additional Services earned to date if terminat
<br />occurs during any subsequent phase.
<br />ARTICLE 9
<br />MISCELLANEOUS PROVISIONS
<br />9.1 Unless otherwise provided, this Agreement shall be I
<br />erned by the law of the principal place of business of
<br />Architect.
<br />9.2 Terms in this Agreement shall have the same meaning
<br />those in AIA Document A201, General Conditions of the Ct
<br />tract for Construction, current as of the date of this Awceme
<br />9.a Causes of action between the parties to this Agreemen
<br />pertaining to acts or failures to act shall be deemed to hav
<br />accrued and the applicable statutes of limitations shall corn
<br />mence to run not later than either the date of Substantial Corn
<br />pletion for acts or failures to act occurring prior to Substantia
<br />Completion, or the date of issuance of the final Certificate fo
<br />Payment for acts or failures to act occurring after Substantia
<br />Completion.
<br />9.4 The .Owner and Architect waive all rights against eact
<br />other and against the contractors, consultants, agents ant
<br />employees of the other for damages, but only to the extent cov
<br />Bred by property insurance during construction, except suct
<br />rights as they may have to the proceeds of such insurance as se
<br />forth in the edition of AIA Document A201, General Condition:
<br />of the Contract for Construction, current as of the date of thi:
<br />Agreement. The Owner and Architect each shall require simila
<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 u
<br />the other party to this Agreement and to the partners, succes
<br />sors, assigns and legal representatives of such other parry witt
<br />respect to all covenants of this Agreement. Neither Owner not
<br />Architect shall assign this Agreement without the written 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 by both Owner and Architect.
<br />9.7 Nothing contained in this Agreement shall create a contrac-
<br />tual relationship with or a cause of action in favor of a third
<br />party against either the Owner or Architect.
<br />9.8 Unless otherwise provided in this Agreement, the Architect
<br />and Architect's consultants shall have no responsibility for the
<br />discovery, presence, handling, removal or disposal of or expo-
<br />sure of persons to hazardous materials in any form at the Project
<br />site, including but not limited to asbestos, asbestos products,
<br />polychlorinated biphenyl (PCB) or other toxic substances.
<br />9.9 The Architect 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 Architect's promotional and
<br />professional materials. The Architect's materials shall not
<br />include the Owner's confidential or proprietary information if
<br />the Owner has previously advised the Architect in writing of
<br />AIA DOCUMENT 8141 • OWNER- ARCHITECT AGREEMENT • FOURTEENTH EDITION • AIAD • ©1987
<br />7 B141 -1987 THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE, N.W., WASHINGTON, D.C. 20006
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