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other projects, for additions to this Project, or for com ple- tion of this Project by others provided the Architect is not in default under this Agreement, except by agreement in writing and with appropriate compensation to the Archi- tect. 8.2 Submission or distribution to meet official regulatory requirements or for other purposes in connection with the Project is not to be construed as publication in derogation of the Architect's rights. ARTICLE 9 ARBITRATION ARTICLE 11 9.1 All claims, disputes and other matters in question MISCEllANEOUS PROVISIONS between the parties to this Agreement, arising out of or 11.1 Unless otherwise specified, this Agreement shall be relating to this Agreement or the breach thereof, shall be governed by the law of the principal place of business of decided by arbitration in accordance with the Construc- tion Industry Arbitration Rules of the American Arbitra- the Architect. tion Association then obtaining unless the parties mutu- ally agree otherwise. No arbitration, arising out of or re- lating to this Agreement, shall include, by consolidation, joinder or in any other manner, any additional person not a party to this Agreement except by written consent con- 11.3 As between the parties to this Agreement: as to all taining a specific reference to this Agreement and signed acts or failures to act by either party to this Agreement, by the Architect, the Owner, and any other person sought any applicable statute of limitations shall commence to to be joined. Any consent to arbitration involving an ad- run and any alleged cause of action shall be deemed to ditional person or persons shall not constitute consent to have accrued in any and all events When the pa rty arbitration of any dispute not described therein or with commencing said cause of action knew or any person not named or described therein. This Agree- should have known of the exjstence of the ment to arbitrate and any agreement to arbitrate with an subject act(s) or failureCs) to act. additional person or persons duly consented to by the parties to this Agreement shall be specifically enforceable under the prevailing arbitration law. 9.2 Notice of the demand for arbitration shall bp.. filed in writing with the other party to this Agreement and with the American Arbitration Association. The demand shall be made within a reasonable time after the claim, dispute or other matter in question has arisen. In no event shall the demand for arbitration be made after the date when institution of legal or equitable proceedings based on such claim, dispute or other matter in question would be barred by the applicable statute of limitations. ARTICLE 12 9.3 The award rendered by the arbitrators shall be final, SUCCESSORS AND ASSIGNS and judgment may be entered upon it in accordance with applicable law in any court having jurisdiction thereof. 12.1 The Owner and the Architect, respectively, bind themselves, their partners, successors, assigns and legal ARTICLE 10 representatives to the other party to this Agreement and to the partners, successors, assigns and legal representa- TERMINATION OF AGREEMENT tives of such other party with respect to all covenants of this Agreement. Neither the Owner nor the Architect shall 10.1 This Agreement may be terminated by either party assign, sublet or transfer any interest in this Agreement upon seven days' written notice should the other party without the written consent of the other. fail substantially to perform in accordance with its terms through no fault of the party initiating the termination. ARTICLE 13 10.2 This Agreement may be terminated by the Owner upon at least seven days' written notice to the Architect EXTENT OF AGREEMENT in the event that the Project is permanently abandoned. 13.1 This Agreement represents the entire and integrated 10.3 In the event of termination not the fault of the Ar- agreement between the Owner and the Architect and chitect, the Architect shall be compensated for all services supersedes all prior negotiations, representations or agree- performed to termination date, together with Reimburs- ments, either written or oral. This Agreement may be able Expenses then due and all Termination Expenses as amended only by written instrument signed by both defined in Paragraph 10.4. Owner and Architect. 8 8141-1977 AlA DOCUMENT 8141 . OWNER-ARCHITECT AGREEMENT' THIRTEENTH EDITION. jUL Y 1977 . AIA@ . @ 1977 THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE, N.W., WASHINGTON, D.c. 20006