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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 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 n:uned or described therein, The foregoing agree-
<br />ment to arbitrate and other agreements to arbitrate with an
<br />additional person or entitv duly consented to by the parties to
<br />this Agreement shall be specifically enforceable in accordance
<br />with applicable law in any court having jurisdiction thereof,
<br />
<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
<br />applicable law in any court having jurisdiction thereof,
<br />
<br />ARTICLE 8
<br />TERMINATION, SUSPENSION OR ABANDONMENT
<br />
<br />8.1 This Agreement mav be terminated by either party upon
<br />not less than se\'en days' written notice should the other party
<br />fail substantially to pcrform in accordance with the terms of this
<br />Agreement through no fault of the pany initiating the termination,
<br />
<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 />
<br />8.3 This Agreement may be terminated by 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 the Owner for more than 90 consecutive days,
<br />the Architcct may terminate this Agreement by giving written
<br />notice,
<br />
<br />8.4 Failure of the O\\'ner to make payments to the Architect in
<br />accordance with this Agreement shall be considered substantial
<br />nonperformance and cause for termination,
<br />
<br />8.5 If the Owner fails to make payment when due the Archi-
<br />tect for services and expenses. the Architect may. upon seven
<br />days' \\'ritten notice to the Owner. suspend performance of ser-
<br />vices under this Agreement, Unless payment in full is receh'ed
<br />by the Architect within seven days of the date of the notice. the
<br />suspension shall take effcct without further notice, In the event
<br />of a suspension of services. the Architect shall havc no liJbility
<br />to the Owner for delay or dJmage cJused the Owner because
<br />of such suspension of services,
<br />
<br />8.6 In the e\'cnt of termination not the fault of the Architect.
<br />the Architect shJII be compensated for services performed prior
<br />to termination, together with Reimbursable Expenses then due
<br />and all Termination Expc:nses as defined in PJragraph H,7,
<br />
<br />8.7 Termination Expenses are in addition to compensation for
<br />Ba~ic and Addition:J.1 Services, and include expenses which are
<br />directly attributable (0 termination, Termination Expenses sh:J.1I
<br />be computed :J.S a percentage of the total compensation for
<br />Basic Services and AdditionJI Services e3rned to the time of ter-
<br />mination, as follows:
<br />
<br />.1 Twenty percent of the total compensation for Ba~ic
<br />3'ld AdditionJI Sen'ices earned to dJle if termin;Hion
<br />occurs bdor<: or during the predesign, site Jn3lysis. or
<br />St'hem3tic Design Pha~es; or
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<br />.2 Ten percent of the total compensation for Basic Jnd
<br />Additional Services eJrned to datc if termination
<br />occurs during the Design Development Phase; or
<br />
<br />.3 Five percent of the total compensation for Basic Jnd
<br />Additional Services earned to date if termination
<br />occurs during any subsequent phase,
<br />
<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 ~EiJll.,aXpbCCXO<fxlm6iac55XcdXcbx
<br />*~X~X State of Texas.
<br />
<br />9.2 Terms in this Agreement shall have the s:une meaning as
<br />those in AlA Document A20I. General Conditions of the Con-
<br />tract for Construction, current as of the date of this Agreement,
<br />
<br />9.3 Causes of action between the parties to this Agreement
<br />pertaining to acts or failures to act shall be deemed to have
<br />accrued and the applicable statutes of limitations shall com-
<br />mence to run not later than either the date of Substantial Com-
<br />pletion for acts or failures to act occurring prior to Substantial
<br />Completion, or the date of issuance of the final Certificate for
<br />Payment for acts or failures to act occurring after Substantial
<br />Completion,
<br />
<br />9.4 The Owner and Architect waive all rights against each
<br />other and against the contractors, consultants, agents and
<br />employees of the other for damages. but only to the extent cov-
<br />ered by property insurance during construction. except such
<br />rights as they may have to the proceeds of such insurance a~ set
<br />forth in the edition of AlA Document A20 1. General Conditions
<br />of the Contract for Construction. current as of the date of this
<br />Agreement, The Owner and Architect each shalt require simil3r
<br />waivers from their contractors, consultants and agents,
<br />
<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 alt covenants of this Agreement. Neither Owner nor
<br />Architect shall assign this Agreement without the written con-
<br />sent of the other,
<br />
<br />9.6 This Agreement represents the entire and integrated agree-
<br />ment between the Owner and Architect and supersedes all
<br />prior negotiations, representations or agrcements. either writ-
<br />ten or oral. This Agreement may be amended only by written
<br />instrument signed by both Owner and Architect.
<br />
<br />9.7 Nothing contained in this Agreement shalt create a contrac-
<br />tual relationship with or a cause of action in favor of a third
<br />party against either the Owner or Architect.
<br />
<br />9.8 Unless otherwise provided in this Agreement. the Architect
<br />and Architect's consultants shJII 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 Jt the Project
<br />site. including but not limited to a.o;bestos. asbt.ostos products.
<br />polychlorinated biphenyl (PCB) or othcr toxic subst;U1ces,
<br />
<br />9.9 The Architect shall have the right to include representa-
<br />tions of the design of the Project, including photogr3phs (If the
<br />exterior and interior. among the Architect's promotionJI ;md
<br />professional materials, The Architect's materials shall not
<br />include the Owner's confidenti3l or proprietary information if
<br />the Owner h;Ls previously advised the Architect in writin~ of
<br />
<br />7 B141-1987
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<br />AlA DOCUMENT 8141' O\lC'NER'ARCHITECT AGREEMENT' FOURTEENTH EDITION. AlA'" . (s'19~-
<br />THE AMERICA:'oII:'oISTITLJTE OF ARCHITECTS, I ij5 NE\lC' YORK AVENUE, N,W,. WASHINGTON, D.C. 20<Klh
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