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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 slutl 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 agreemenrs to arbitr.l.lc with an
<br />additional person or entity duly consented to by the p:1rties to
<br />this Agreement shaU he specifically enforceable in accordance
<br />with applicable law In any Court having jurisdiCtion rhereof.
<br />7.4 The award rendered by the :lfbitrator or arbitrators sh:tll be
<br />final, and judgment may be entered upon it in accordance with
<br />applicable law in any court having jurisdiction thereof.
<br />
<br />ARTICLE 8
<br />TERMINATION, SUSPENSION OR ABANDONMENT
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<br />8.1 This Agreement may be terminated by either party upon
<br />nor less than seven days' written norice should the other party
<br />fail substantially to perform in accordance with the terrru;; of this
<br />Agreement through no fault of the party 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 />nor less than seven days' written notice to the Architect in the
<br />event that rhe Project is permanently ;lbandoned. lf the Project
<br />is abandoned by the Owner for more than 90 consecutive days,
<br />the Architecl may terminate this Agreement by giving written
<br />notice.
<br />
<br />8.4 Failure of the Owner to make payments to the Arcbitect 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 expen.ses, the Architect may, upon seven
<br />days' written noUce to rhe Owner, sWipend performance ofser-
<br />vices under this Agreement. Unless payment in full is received
<br />by the Architect within seven <bys of the date of the notice, the
<br />suspension shall take effect without further nocice. In the evem
<br />of a suspension of services, the Architect shall have no Ii~bility
<br />to the Owner ror 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 .'\.rchitect,
<br />the Architect shall be compensared for services performed prior
<br />to termination, together with Reimbursable Expenses then due
<br />and all Termination Expenses :lS defined in Patagraph 8.7.
<br />8.7 Tetmination Expenses are in addition to compensation for
<br />Basic and Additional Services, and include expenses which are
<br />directlv attributable to termination. Tcrmin;ulon Expens~ shall
<br />be co~pUled as a percentage of the total compensation for
<br />Dasic Services and AdQ.itiona.l Services e:lrned to the time of ter-
<br />mination, as follows:
<br />.1 Twenty percent of the.- total compens;nion tor Dasic
<br />and Adtlilional Services e'Jrned (Q dale if termin::uion
<br />occurs before or during the predesign, site analysis, or
<br />SchematiC Design Phases; or
<br />
<br />.2 Ten percent of the tot:u compensation for Basic :md
<br />Additional Services earned to date if termirution
<br />occurs during [he Design Development Phasej or
<br />.3 Five percent of the total compensation for Basic and
<br />Additional Services earned to date if tennination
<br />occurs during any subsequent phase.
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<br />ARTICLE 9
<br />MISCELLANEOUS PROVISIONS
<br />
<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 />
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<br />9.2 Terms in this Agreemem shall have the same meaning as
<br />those in AlA Docume:=nt A20 I, General Conditions of the Con-
<br />tr,lct rOr Construction, current as of the date of this Agreement.
<br />9.3 C:lUses of action between the parties (Q this Agreement
<br />perraining to acts or failures to act shall be deemed to have
<br />accrued and the ::Jppllcable statures of limitations shall com-
<br />mence to mn not later than either the date of Substantial Com-
<br />pletion for acrs or fuilures to acr occurring prior to Substantial
<br />Completion, or the date of issuance of the fmaJ Certificate for
<br />Payment for acts or failures to act occurring after Substantial
<br />Complerion.
<br />9.4 The Owner and Architect waive all rights against each
<br />other and ag3inst the contractors, consultants, agents and
<br />employees of the other for damages, but only to the extent cov-
<br />eted hy property insurance during construction, except such
<br />rightS as They may have to the proceeds of such in'iuram::e as set
<br />forth in the edition of AlA Document AlOI. General Conditions
<br />of the Contract for Construction, current as of the date of this
<br />Ageeemem. The Owner and Architect each shall require similar
<br />waivers from rheir contractors. consultams and agents.
<br />9.5 The Owner and Architect, respectively, bind themselves,
<br />their pmners. successors, assigns and legal tepresemativr.5 ro
<br />the other party 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 3SSign this Agreemem without the written con-
<br />sent of the other.
<br />9.6 This Agreement represents the enUre and integrated agree-
<br />menr 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 rel::Jtionship 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 substmces.
<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 materi31.s. The Architect's materials shall not
<br />include the Owner's confidentia.! Ot proprietary information if
<br />the Owner h:lS previously advised the Architect in writing of
<br />
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<br />7 B141-1987
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<br />AlA DOCUMENT 8141. OWSER.ARCHITECT AGRRflMENT. FOURTEENTH EDITION. AlA- . @1987
<br />THE A..\olERICA:-.lI;-l'STITL'TE Of ARCHITECTS. 1735 NEW YORKAVRNUE. N.W., WASHINGTON, D.C. 20006
<br />
<br />WARNING: Unllcenaed photocopying violates U.S. copyright 1_ and Is sublect 10 legal prosecution.
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