1985-086-RES WHEREAS, the City of Paris has need for professional services and William M. Lightfoot, A.I.A., 10 1st

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other projects, but may be used for additions to this Project, or for completion of this Proj ect. 8.2 Submission or distribution to meet official regulatory requirements or for other purposes in connection with the Project is not to be construed as publicalion in derogation of the "rchitect's rights. ARTICLE 9 ARBITRATION 9.1 All claims, disputes and other matters in question between the parties to this Agreement, arising out of or relating to this "greement or the breach thereof, shall be decided by arbitration in accordance with the Construc- tion Industry "rbitration Rules of the American Arbitra- tion Association then obtaining unlesS" the parties mutu. ally agree otherwise. No arbitration, arising out of or re. lating to this Agreement, shall include, by consolidation, joinder or in any other manner, any additional person not a party to this Agreement except by written consent con. taining a specific reference to this Agreement and signed by the "rchitect, the Owner, and any other person sought to be joined. Any consent to arbitralian involving an ad- ditional person or persons shall nOt constitute consent to arbitration of any dispute not described therein or with any person not named or described therein. This Agree. ment to arbitrate and any agreement to arbitrate with an additional person or persons duly consented to by the parties to this Agreement shall be specifically enforceable under the prevailing arbitralion law. 9.2 Notice of the demand for arbitration shall be filed in writing with the other party to this "greement and with the American Arbitration Association. The demand shall be made within a reasonable time after the claim, dispute or other matter in question has arisen. In no event shall the demand for arbitratian be made after the date when institution of legal or equitable proceedings based on such claim, dispute or other matter in question would be barred by the applicable statute of limitations. 9.3 The award rendered by the arbitrators shall be final, and judgment may be entered upon it in accordance with applicable law in any court having jurisdiction thereof. ARTICLE 10 TERMINATION OF AGREEMENT 10.1 This Agreement may be terminated by either party upon seven days' written notice should the other party fail substantially to perform in accordance with its terms through no fault of the party initiating the terminatian. 10.2 This Agreement may be terminated by the Owner upon at least seven days' written notice to the Architect in the event that the Project is permanently abandoned. 10.3 In the event of termination not the fault of the Ar- chitect. the "rchitect shall be compensated for all services performed to termination date, together with Reimburs. able Expenses then due. ARTICLE 11 MISCELLANEOUS PROVISIONS 11.1 Unless otherwise specified, this Agreement shall be governed by the law of the princ;ipal place of business of the Architect. 11.2 Terms in this "greementshall have the same mean- ing as those in AlA Document A201, General Conditians of the Contract for Construction, current as of the date of this Agreement. 11.3 "S between the parties to this Agreement: as to all acts or failures to act .by either party to this Agreement, any applicable statute of limitations shall commence to run and any alleged cause of action shall be deemed to have accrued in any and all events not later than the rele- vant Date of Substantial Completion of the Work, and as to any acts or failures to act occurring after the relevant Date of Substantial Completion, not later than the date of issuance of the final Certificate for Payment. 11.4 The Owner and the Architect waive all rights against each other and against the contractors, consult- ants, agents and employees of the other for damages cov- ered by any property insurance during construction as set forth in the edition of AI" Document Al01, General Con- ditions, current as of the date of this Agreement. The Owner and the Architect each shall require appropriate similar waivers from their contractors, consultants and agents. ARTICLE 12 SUCCESSORS AND ASSIGNS 12.1 The Owner and the Architect, respectively, bind themselves, .heir partners, successors, assigns and legal representatives to the other party to this Agreement and to the partners, successors, assigns and legal representa- tives of such other party with respect to all covenants of this Agreement. Neither the Owner nor the Architect shall assign, sublet or transfer any interest in this Agreement without the written consent of the other. ARTICLE 13 EXTENT OF AGREEMENT 13.1 This Agreement represents the entire and integrated agreement between the Owner and the Architect and supersedes all prior negotiations, representations or agree- ments, either written or oral. This Agreement may be amended only by wriUen instrument signed by both Owner and Architect. 8 .141-1977 AlA DOCUMENT .1.1 . OWNU.AIOtITECT AGIUEMENT . THIRTHNTH EDITION. IUl Y 1')77 . AlA- . ~ 1m THE AMERICAN INSTITUTE Of ARCHITECTS, 17)S NEW YORK AVENUE, N.W., WASHINGTON, D.C. 1l'IXIt.