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escept 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 encity sought to be joined. Consent to arbitration occurs during the Design Development Phase;or
<br /> involving an additionat person or entity shail not constitute .3 Five percent oF the total compensacion for Basic and
<br />, consenc to arbitration of any claim, dispute or ocher matcer in Additional Services eamed to date if tecmination
<br /> quescion not described in the written consent or with a person occurs during any subsequent phase.
<br />. or enaty not named or described therein. The foregoing agree-
<br /> ment to arbicrate and other agreements to azbicrate wich 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 coun having jurisdiction thereof. MISCELLANEOUS PROVISIONS
<br /> 7.4 The award rendered by the arbitrator or arbitrators shall be
<br /> final,and judgmenc may be encered upon it in accordance with 9•1 Unless otherwise provided, this Agreement shall be gov-
<br /> applicable law in any coun having jurisdiction thereof. emed by che 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 chose 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 9.3 Causes of action between the parties to chis Agreemenc
<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'wricten notice should the ocher party accrued and the applicable statutes of limitaaons shall com-
<br /> faii substantiaily to perfocm in accordance with the terms of this mence co run•not later than either the date of S�bstantial Com-
<br /> Agreement through no fault of che pacty initiacing the terminadon. pletion for aces or failures to act occurring prior to Subscantial
<br /> Complecion, or the date of issuance of the final Certificace for
<br /> 8.2 If the Project is suspended by the Owner for more than 30 Paymenc for acts or failures to act occurring aher Substandal
<br /> consecutive days, the Archicect 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- other and against the contractors, consultancs, agents and
<br /> tably adjusted to provide for expenses incurred in the interrup- employees of the ocher for damages,buc only to the extent cov-
<br /> tion and resumption of the Architect's services. 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 /> evenc that the Project is permanently abandoned. If the Project of the Contract for Construccion, current as of the date of this �I
<br /> is abandoned by the Owner for more than 90 consecutive days, Agreement.The Owner and Architect each shall require similar I
<br /> the Archi[ect may terminace this Agrcement by giving written waivers from their contractors, consultancs and agents. I
<br /> notice. 9.5 The Owner and Architect, res tivel •bind•chemselves, I
<br /> P� Y�
<br /> 8.4 Failure of the Owner to make payments to the Architect in their partners, successors, assigns and legal representatives to I
<br /> accordance with this Agreement shall be considered substancial the other party to this Agreemeni and to the partners, succes- I
<br /> nonperformance:uid cause for terminauon. sors,assigns and lega!representadves of such other party with I
<br /> respect to all covenants of chis Agreement.Neither Owner nor
<br /> 8.5 If the Owner fails to make paymenc when due the Archi- Architect shall assign this Agreement without the written con-
<br /> tecc for services and expenses, che Architecc may, upon seven i
<br /> days'written notice to the Owner,suspend performance of ser- sent of the other.
<br /> vices under this Agreement. Unless payment in full is received 9,6 This Agreement represents the encire and integrated agree-
<br /> by the Architect within seven days of the date of the nocice,the ment between the Owner and Architect and supersedes all
<br /> suspension shal!take effect without further notice.In the event prior negoaations, representations or agreements, ei[her wri[-
<br /> of a suspension of services, the Architect shall have no liabiliry ten or oral. This Agreement may be amended oniy by written
<br /> to the Owner for delay or damage caused the Owner because inscrumenc 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 wich or a cause of acdon in favor of a third
<br /> the Archicect shall be compensated for services performed prior party against either che Owner or Architect.
<br /> to termination, together wich Reimbursable Expenses then due
<br /> and all Termination Expenses as defined in Paragraph 8.7. 9•8 Unicss otherwise provided in this Agreement,the Acchitect
<br /> and Architecc's consultants shall have no responsibility for che
<br /> 8.7 Termination Expenses are in addition to compensation for discovery,presence,handling, removal or dispos�l of or expo-
<br /> Basic and Addicionai Services,and include expenses which are sure of persons to hazudous materials in any form at the Project
<br /> directiy attributable to termination.Termination Expenses shail site, including but not limited to asbestas, asbestos products,
<br /> be computed as a percentage of che total compensation for polychlorinated biphenyi(PCB)or other toxic substances.
<br /> I3:uic Services and Additional Secvices earned to the time of ter-
<br /> mination, as foliows: 9.9 The Architect shall have the right to inctude representa-
<br /> cions of the design of the Projecc,including photographs of the
<br /> .1 Twenty percent of the t�tal compensation for Basic exterior and interior, among the Architect's promotional and
<br /> and Adciitional Services eamed tc� dace if termination professionat macerials. The Architect's materials sh:ill noc
<br /> nccurs before or ciuring the:preclesign,site analysis,or includr the Owner's c:onfidentia( or propriecary informacion if
<br /> Schematic Desi};n Phases; or thr Owner has prc:viously adviscd the Architect in wricing oF
<br /> AIA DOCUMENT 8141 •UWNER•ARCHITGCT AGREEMENT• FOURTEENTH EDITION•AIA� • �O1987
<br /> 7 B141-1987 TIIE r�MGRICAN INSTII'UTE OF ARCHIT�CTS,1735 NEW YORK AVENUE,N.W.,V7ASHINGTON,D.C.200(X�
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