|
except by written c'onse'nt containing a specific reference to
<br />this Agreement signed by the Owner, Architect, a cl 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 (lescrihed therein. The foregoing agree-
<br />ment tt arbitrate and other agreements to arbitrate with an
<br />additional person or entity duly consented to by the parries to
<br />this Agreement shall he specifically enforceable in accordance
<br />with applicable law in any curt having jurisdiction thereof.
<br />7.4 The award rendered by the arbitrator or arbitrators shall he
<br />final, and judgment may he 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 hy either party Upon
<br />not less than seven days' written notice should the other parry
<br />fail substantially to perform in accordance with the terms or 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 he compcnsateel liar se•r-
<br />vites performed prior to notice of such suspension. when the
<br />Project is resumed, Ihc• Architect's compensation shall he 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 he terminated hy 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 Ihc Owner For more Than 91) consecutive Clays,
<br />the Architect may terminate this Agreement by giving written
<br />notice.
<br />8.4 failure of the• Owner to make payments to tree Architect in
<br />accordance with this Agreement shall he considered substantial
<br />nonperformance and cause for termination.
<br />8.5 If the Owner fails to make p:1yn1Cnl when true the Archi-
<br />tect liar services and expenses, the Architect may, upon seven
<br />clays' written nonce• to the Owner, suspend performance of st•r-
<br />vices under this Agreement. Unless payment in full is received
<br />by the Architect within sewn days of the date nl the notice, the
<br />suspension shall rake effect without further notice. In the event
<br />or suspension of services, the Architect shall have no liability
<br />to the Owner ft it- delay or damage caused the Owner because
<br />of such suspension of services.
<br />8.6 In the event of termination not Ihc fault of the Architect,
<br />Ow Architect shall he compensated for services performed grit n•
<br />to termination, toget er with Itcimhursalle Expenses then (Inc
<br />and all 'Termination Expenses as defined in Paragraph 8.7.
<br />8.7 Termination Expenses arc in addition In compensation for
<br />Italic and Additional Services, and include expenses which are
<br />directly ittributable In terntin :tion.'I'c•rntinalion Expenses shall
<br />he computed as a percentage of the total compensation for
<br />Basic Services and Additional Services earned to the time of ter -
<br />nlimtiota, as lilllnws:
<br />.1 Twenty percent of the total compensation for Basic
<br />and Additional Services earned to date if termination
<br />occurs before or daring the prcdt•sign, site analysis, or
<br />Scllsn:tic 1)c•sign Phases; or
<br />.2 Ten percent of the total compensation for Basic and
<br />Additional Services earned to date if termination
<br />occurs during the Design Development Phase: or
<br />.3 Rive percent of the total compensation for Basic and
<br />Additional Services earned to date if termination
<br />occurs (luring :my subsequent phase.
<br />ARTICLE 9
<br />MISCELLANEOUS PROVISIONS
<br />9.1 Unless otherwise provided, this Agreement shall he gov-
<br />erned by the 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 />those in Al, \ Document A201, General Conditions of the C:on-
<br />t'act fix Construction, current IS ol'the date of this Agreement.
<br />9.3 C :loses of action between the parties to this Agreement
<br />pertaining, to acts nr failures In act shall he deemed to have
<br />accrued and the• applicable statutes of limitations shall com-
<br />mence to run not later Ih: 0 either the dace of Subsrtntial Com-
<br />plclion For acts or Failures In act occurring prior to Substantial
<br />Completion, or the date or issuance or the fI1a1 Cerlilc :ne For
<br />Payment for acts or failures to act occurring after Substantial
<br />Completion.
<br />9.4 'Thee Owner and Architect waive all rights against each
<br />other and against the contactors, consultants. agents and
<br />employees of the other for damages, but only to the extent Cov-
<br />ere•d by property insurance during construction, except such
<br />rights as they may have to the proceeds of such insurance asset
<br />forth in the edition of AIA Document A291 , General Conditions
<br />or the Contract for Construction, current as of the date of this
<br />Agreement. The Owner and Architect each shall require similar
<br />waivers I }nm their contractors, consultants and agents.
<br />9.5 The Owner and Architect, respectively, bind themselves,
<br />their partners, successors, assigns and legal representatives to
<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 cnve•n :Intl of this Agreement. Neither Owner nor
<br />Architect shall assign this Agreement without the written con-
<br />sent ()I' the other.
<br />9.6 This Agreement represents the entire and integrated agree-
<br />ment he weer the Owner and Architect and supersedes all
<br />prior negnt iatinns, representations or agreements, either writ-
<br />ten nr oral. This Agreement may he amended only by written
<br />instrument signal 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 />parry against either the Owner or Architec'I.
<br />9.8 Unless otherwise provided in this Agreement, the Architect
<br />and Architect's consultants shall have no responsihility 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 asheslos, asbestos products,
<br />polych1 irinaled biphenyl (1'CI9 or other toxic substances.
<br />9.9 The Architect shall have the right to include representa-
<br />tions of the design or the Project, including photographs of the
<br />exterior and interior, among the Architect's promotional and
<br />professional materials. l'he Architect's materials shall not
<br />include the Owner's confidential or proprietary information it
<br />the Owner has previously advised the Architect in writing of
<br />7 8141 -1987
<br />AIA DOCUMENT DM • OWNER- ARCIIII'I:CT AGREEMENT • FOURTEENTH EDITION • AIA°i • 71987
<br />A \I EItICAN INS'1'rl'l I•I'r: OE Alta I I't't C'I'.S, 1755 NIt\V YORK AVENUE, N.\K, WASI IINCTON, D.C. 20006
<br />Page 83
<br />
|