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<br /> except by written consent containing a specific reference to ..• .-cent of the total compensation for Bas', . •
<br /> this Agreement signed by the Owner,Architect,and any other Additio -• earned to date • ination
<br /> person or entity sought to be joined. Consent to arbitration occurs during the i • 0.y :.mens Phase;or
<br /> involving an additional person or entity shall not constitute .3 Five percent of • • compensa•. • . Basic and
<br /> consent to arbitration of any claim, dispute or other matter in AddItio• - ices earned to date if t- i •,
<br /> question not described in the written consent or with a person
<br /> or entity not named or described therein.The foregoing agree- `` during any subsequent phase.
<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 ARTICLE 9
<br /> with applicable law in any court having jurisdiction thereof. MISCELLANEOUS PROVISIONS
<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 9.1 Unless otherwise provided, this Agreement shall be Bov-
<br /> a-•_,-• le law in any court having jurisdiction thereof. emed by the law of the State of Minnesota.
<br /> 9.2 Terms in this Agreement shall have the same meaning as
<br /> ARTICLE 8 those in AIA Document A201,General Conditions of the Con-
<br /> tract for Construction,current as of the date of this Agreement.
<br /> TERtINATION, SUSPENSION OR ABANDONMENT 9.3 Causes of action between the
<br /> parties'to this Agreement
<br /> pertaining to acts or failures to act shall be deemed to have
<br /> 8.1 ':nis Agreement may be terminated by either party upon
<br /> not less than seven days'written notice should the other party accrued and the applicable statutes of limitations shall corn
<br /> fail substantially to perform in accordance with the terms of this
<br /> mence to run not later than either the date of Substantial Com-
<br /> Agr�eement through no fault of the party initiating the termination. pletion for acts or failures to act occurring prior to Substantial
<br /> Completion, or the date of issuance of the final Certificate for
<br /> 8.2 If the Project is suspended by the Owner for more than 30 Payment for acts or failures to act occurring after Substantial
<br /> consecutive days, the Architect shall be compensated for ser- Completion.
<br /> vices performed prior to notice of such suspension. When the
<br /> Project is resumed,the Architect's compensation shall be equi- 9.4 The Owner and Architect waive all rights against each
<br /> adjustedprovideexpenses incurred in the interni other and against the contractors, consultants, agents and
<br /> tably to for p
<br /> tion and resumption of the Architect's services. employees of the other for damages,but only to the extent cov-
<br /> 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 /> event that the Project is permanently abandoned.If the Project of the Contract for Construction,current as of the date of this
<br /> is abandoned by the Owner for more than 90 consecutive days, Agreement.The Owner and Architect each shall require similar
<br /> the Architect may terminate this Agreement by giving written waivers from their contractors,consultants and agents.
<br /> notice.
<br /> 9.5 The Owner and Architect, respectively, bind themselves,
<br /> 8.4 Failure of the Owner to make payments to the Architect in their partners, successors, assigns and legal representatives to
<br /> accordance with this Agreement shall be considered substantial the other party to this Agreement and to the partners, succes-
<br /> nonperformance and cause for termination. sons,assigns and legal representatives of such other party with
<br /> 8.5 If the Owner fails to make payment when due the Archi- Arcrespect to all covenants of this Agreement.Neither Owner nor
<br /> tect for services and expenses, the Architect may,upon seven sent of the
<br /> shallhe otofassign this Agreement without the written con-
<br /> _days'written notice to the Owner,suspend performance of ser-
<br /> vices
<br /> oher.
<br /> under this Agreement. Unless payment in full is received 9.6 This Agreement represents the entire and integrated agree-
<br /> by the Architect within seven days of the date of the-notice,the ment between the Owner and Architect and supersedes all
<br /> suspension shall take effect without further notice.In the event prior negotiations, representations or agreements, either writ-
<br /> of a suspension of services, the Architect shall have no liability ten or oral. This Agreement may be amended only by written
<br /> to the Owner for delay or damage caused the Owner because instrument 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 with or a cause of action in favor of a third
<br /> the Architect shall be compensated for services performed prior party against either the Owner or Architect.
<br /> to termination,together with Reimbursable Expenses then due.
<br /> -. ... _ 9.8 Unless otherwise provided in this Agreement,the Architect
<br /> • Y-u and Architect's consultants shall have no responsibility for the
<br /> •. , ination Expenses are in addition to compensa '•• discovery,presence,handling,removal or disposal of or expo-
<br /> Basic and A •• ';•_ Services,and Include e. • which are sure of persons to hazardous materials in any form at the Project
<br /> directly attributable to to '••. mination Expenses shall site, including but not limited to asbestos, asbestos products,
<br /> be computed as a r: - ge of the t •- _••i nsation for polychlorinated biphenyl(PCB)or other toxic substances.
<br /> Basic Sere'.= c Additional Services earned to the ti -
<br /> -• ion,as follows: 9.9 The Architect shall have the right to include representa-
<br /> tions of the design of the Project,including photographs of the
<br /> 11V4k . rcent of the total compensation f ' exterior and interior, among the Architect's promotional and
<br /> \ and •
<br /> Additional ._- .. termination professional materials. The Architect's materials shall not
<br /> occurs befo • -. ' g t e predesign,si e 1 . '.. . include the Owner's confidential or proprietary information if
<br /> - a is Design Phases; or the Owner has previously advised the Architect in writing of
<br /> 7 8141-1987 AIA DOCUMENT B141 .OWNER-ARCHITECT AGREEMENT•FOURTEENTH EDITION•AIA' •©1967
<br /> THE AMERICAN INSTITUTE OF ARCHITECTS,1 735 NEW YORK AVENUE,N.W.,WASHINGTON,D.C.20006
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