init.
ARTICLE § TERMINATION OR SUSPENSION
§ 9.1 If the Owner fails to make payments to the Architect in accordance with this Agreement, such failure shall be
considered substantial nonperformance and cause for termination or, at the Architect’s option, subject to Section
8.2.5, cause for suspension of performance of services under this Agreement. If the Architect elects to suspend
services, the Architect shail give written notice to the Owner. Unless Architect receives payment in full for
undisputed amounts within twenty-one (21) days of the Owner’s receipt of the Architect’s notice, the suspension
shall take effect without further notice. In the event of a suspension of services, the Architect shall have no liability
to the Owner for delay or damage caused the Owner because of such suspension of services. Before resuming
services, the Architect shall be paid all undisputed sums due prior to suspension and any direct expenses imcurred in
the interruption and resumption of the Architect’s services. The Architect’s fees for the remaining services and the
time schedules shal! he equitably adiusted
§ 9.2 If the Owner suspends the Project, the Architect shall be compensated for services performed prior to notice of
such suspension. When the Project is resumed, the Architect shall be compensated for expenses incurred in the
interruption and resumption of the Architect’s services. The Architect’s fees for the remaining services and the time
schedules shall be equitably adjusted if the suspension exceeds ninety (90) days.
§ 9.3 If the Owner suspends the Project for more than 90 cumulative days for reasons other than the fault of the
Architect, the Architect may terminate this Agreement by giving not less than fourteen (14) days’ written notice.
§ 9.4 Either party may terminate this Agreement upon not less than twenty-one (21) days’ written notice should the
other party fail substantially to perform in accordance with the terms of this Agreement through no fault of the party
initiating the termination.
§ 9.5 The Owner may terminate this Agreement upon not less than seven days’ written notice to the Architect for the
Owner’s convenience and without cause.
§ 9.6 In the event of termination not the fault of the Architect, the Architect shall be compensated for services
performed prior to termination, together with Reimbursable Expenses then due and all Termination Expenses as
defined in Section 9.7.
§ 9.7 Termination Expenses are in addition to compensation for the Architect’s services and include expenses
directly attributable to termination for which the Architect is not otherwise compensated, plus an amount for
reasonable profit on the value of the services not performed at the Owner’s request as a result of the termination.
§ 9.8 In the event of suspension or termination for convenience, upon request of Owner and payment of all fees
pursuant to this Article, Architect shall promptly provide Owner with reproducible drawings and computer tapes or
disks of all documents completed or in progress on the date of termination. The Owner’s rights to use the
Architect's Instruments of Service in the event of a termination of this Agreement are set forth in Article 7.
ARTICLE 10 WISCELLANEOUS PROVISIONS
§ 10.1 This Agreement, any dispute, claim or controversy relating to this Agreement, and all the rights and
obligations of the parties shall, in all respects, be interpreted , construed, enforced and governed by and under the
law of the State of New Hampshire.
§ 10.2 Terms in this Agreement shall have the same meaning as those in AIA Document A201—2007, General
Conditions of the Contract for Construction, except as modified in this Agreement. The term "Contractor" as used in
A201-—2007 shall mean the Construction Manager.
§ 10.3 The Owner and Architect, respectively, bind themselves, their agents, successors, assigns and legal
representatives to this Agreement. Neither the Owner nor the Architect shall assign this Agreement without the
written consent of the other, except that the Owner may assign this Agreement to a lender providing financing for
the Project if the lender agrees to assume the Owner’s rights and obligations under this Agreement.
§ 10.4 If the Owner requests the Architect to execute certificates, the proposed language of such certificates shall be
submitted to the Architect for review at least 14 days prior to the requested dates of execution. If the Owner requests
the Architect to execute consents reasonably required to facilitate assignment to a lender, the Architect shall execute
AIA Document B133™ — 2014. Copyright © 2014 by The American Institute of Architects. All rights reserved. WARNING: This AIA® Document is protected
by U.S, Copyright Law and Intemational Treaties. Unauthorized reproduction or distribution of this AIA® Document, or any portion of it, may result in 20
severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software
at 09:28:04 on 11/41/2016 under Order No.1575871642_1 which expires on 02/08/2017, and is not for resale.
User Notes: (14829781 34)
