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other projects, for additions to this Project, or for cornpie- 10.4 Termination Expenses include expenses directly at-
<br />tion of this Project by others provided the Architect is not tributable to termination for which the Architect is not
<br />in default under this Agreement, except by agreement in otherwise compensated, plus an amount computed as a
<br />writing and with appropriate compensation to the Archi- percentage of the total Basic and Additional Compensa-
<br />tect. tion earned to the time of termination, as follows:
<br />8.2 Submission or distribution to meet official regulatory .1 20 percent if termination occurs during the Sche-
<br />requirements or for other purposes in connection with the matic Design Phase; or
<br />Project is not to be construed as publication in derogation .2 10 percent if termination occurs during the Design
<br />of the Architect's rights. Development Phase; or
<br /> .3 5 percent if termination occurs during any subse-
<br /> ARTICLE 9 quent phase.
<br />
<br /> ARBITRATION 'ARTICLE 11
<br />9.1 All claims, disputes and other matters in question MISCELLANEOUS PROVISIONS
<br />between the parties to this Agreement, arising out of or
<br />relating to this Agreement or the breach thereof, shall be 11.1 Unless otherwise specified, this Agreement shall be
<br />decided by arbitration in accordance with the Construc- governed by the law of the principal place of business of
<br />tion Industry Arbitration Rules of the American Arbitra- the Architect,
<br />tion Association then obtaining unless the parties mutu- 11.2 Terms in this Agreement shall have the same mean-
<br />ally agree otherwise. No arbitration, arising out of or re- ing as those in AIA Document A201, General Conditions
<br />lating to this Agreement, shall include, by consolidation, of the Contract for Construction, current as of the date
<br />joinder or in any other manner, any additional person not of this Agreement.
<br />a party to this Agreement except by written consent con- 11.3 As between the parties to this Agreement: as to all
<br />taining a specific reference to this Agreement and signed acts or failures to act by either party to this Agreement,
<br />by the Architect, the Owner, and any other person sought any applicable statute of limitations shall commence to
<br />to be joined. Any consent to arbitration involving an ad- run and any alleged cause of action shall be deemed to
<br />ditional person or persons shall not constitute consent to have accrued in any and all events not later than the rele-
<br />arbitration of any dispute not described therein or with vant Date of Substantial Completion of the Work, and as
<br />any person not named or described therein. This Agree- to any acts or failures to act occurring after the relevant
<br />ment to arbitrate and any agreement to arbitrate with an Date of Substantial Completion, not later than the date of
<br />additional person or persons duly consented to by the issuance of the final Certificate for Payment.
<br />parties to this Agreement shall be specifically enforceable
<br />under the prevailing arbitration law. 11.4 The Owner and the Architect waive all rights
<br /> against each other and against the contractors, consult-
<br />9.2 Notice of the demand for arbitration shall be filed in ants, agents and employees of the other for damages cov-
<br />writing with the other party to this Agreement and with ered by any property insurance during construction as set
<br />the American Arbitration Association. The demand shall forth in the edition of AIA Document A201, General Con-
<br />be made within a reasonable time after the claim, dispute ditions, current as of the date of this Agreement. The
<br />or other matter in question has arisen. In no event shall Owner and the Architect each shall require appropriate
<br />the demand for arbitration be made after the date when similar waivers from their contractors, consultants and
<br />institution of legal or equitable proceedings based on agents.
<br />such claim, dispute or other matter in question would be
<br />barred by the applicable statute of limitations. ARTICLE 12
<br />9.3 The award rendered by the arbitrators shall be final,
<br />and judgment may be entered upon it in accordance with SUCCESSORS AND ASSIGNS
<br />applicable law in any court having jurisdiction thereof. 12.1 The Owner and the Architect, respectively, bind
<br /> themselves, their partners, successors, assigns and legal
<br /> representatives to the other party to this Agreement and
<br /> ARTICLE 10 to the partners, successors, assigns and legal representa-
<br /> TERMINATION OF AGREEMENT tives of such other party with respect to all covenants of
<br /> this Agreement. Neither the Owner nor the Architect shall
<br />10.1 This Agreement may be terminated by either party assign, sublet or transfer any interest in this Agreement
<br />upon seven days' written notice should the other party without the written consent of the other.
<br />fail substantially to perform in accordance with its terms
<br />through no fault of the party initiating the termination.' ARTICLE 13
<br />10.2 This Agreement may be terminated by the Owner
<br />upon at least seven days' written notice to the Architect EXTENT OF AGREEMENT
<br />in the event that the Project is permanently abandoned. 13.1 This Agreement represents the entire and integrated
<br />10.3 In the event of termination not the fault of the Ar- agreement between the Owner and the Architect and
<br />chitect, the Architect shall be compensated for all services supersedes all prior negotiations, representations or agree-
<br />performed to termination date, together with Reimburs- ments, either written or oral, This Agreement may be
<br />able Expenses then due and all Termination Expenses as amended only by written instrument signed by both
<br />defined in Paragraph 10.4. Owner and Architect.
<br />
<br /> AIA DOCUMENT B141 · O~,VNER--XRCHITECT AGREEMENT · THIRTEENTH EDITION · IUL'I lq77 · AIAce; · ~ 1977
<br />8 B141-1977 THE AMERIC.V,. INSTITUTE OF ARCHITECTS, 1735 NE~V YORK AVENUE, NV,.'., V,,ASHINGTON, D.C. 20006
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