C141 - Agreement Between Architect and Consultant

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license to the Owner to reproduce the Consultant's Instruments of Service solely for purposes of completing, usingand maintaining the Project. In such event, the Owner shall not make changes in the Consultant's Instruments ofService without the Consultant's written permission.§ 8.3 Except for the licenses granted in Section 8.2, no other license or right shall be deemed granted or impliedunder this Agreement. The Architect shall not assign, delegate, sublicense, pledge or otherwise transfer any licensegranted herein to another party without the prior written agreement of the Consultant. Submission or distribution ofInstruments of Services to meet official regulatory requirements or for similar purposes in connection with theProject is not to be construed as publication in derogation of the reserved rights of the Consultant. The Architectshall not use the Consultant's Instruments of Service for future additions or alterations to this Project or for otherprojects, unless the Architect obtains the prior written agreement of the Consultant. Any unauthorized use of theInstruments of Service shall be at the Architect's sole risk and without liability to the Consultant.§ 8.4 Prior to the Consultant providing to the Architect any Instruments of Service in electronic form or the Architectproviding to the Consultant any electronic data for incorporation into the Instruments of Service, the Architect andConsultant shall by separate written agreement set forth the specific conditions governing the format of suchInstruments of Service or electronic data, including any special limitations or licenses not otherwise provided in thisAgreement.§ 8.5 The Architect and Consultant shall not make changes in each other's Instruments of Service without writtenpermission of the other party.§ 8.6 The Consultant shall maintain on file and make available to the Architect design calculations for This Part ofthe Project, and shall furnish copies thereof to the Architect on request.ARTICLE 9 DISPUTE RESOLUTION§ 9.1 MEDIATION§ 9.1.1 Any claim, dispute or other matter in question arising out of or related to this Agreement shall be subject tomediation as a condition precedent to arbitration or the institution of legal or equitable proceedings by either party.If such matter relates to or is the subject of a lien arising out of the Consultant's services, the Consultant mayproceed in accordance with applicable law to comply with the lien notice or filing deadlines prior to resolution of thematter by mediation or by arbitration.§ 9.1.2 The Architect and Consultant shall endeavor to resolve claims, disputes and other matters in questionbetween them by mediation which, unless the parties mutually agree otherwise, shall be in accordance with theConstruction Industry Mediation Rules of the American Arbitration Association currently in effect. Request formediation shall be filed in writing with the other party to this Agreement and with the American ArbitrationAssociation. The request may be made concurrently with the filing of a demand for arbitration but, in such event,mediation shall proceed in advance of arbitration or legal or equitable proceedings, which shall be stayed pendingmediation for a period of 60 days from the date of filing, unless stayed for a longer period by agreement of theparties or court order.§ 9.1.3 The parties agree to split the mediator's fee and any filing fees equally. The mediation shall be held in theplace where the Project is located, unless another location is mutually agreed upon. Agreements reached inmediation shall be enforceable as settlement agreements in any court having jurisdiction thereof.§ 9.2 ARBITRATION§ 9.2.1 Any claim, dispute or other matter in question arising out of or related to this Agreement shall be subject toarbitration. Prior to arbitration, the parties shall endeavor to resolve disputes by mediation in accordance withSection 9.1.§ 9.2.2 Claims, disputes and other matters in question between the parties that are not resolved by mediation shall bedecided by arbitration which, unless the parties mutually agree otherwise, shall be in accordance with theConstruction Industry Arbitration Rules of the American Arbitration Association currently in effect. Demand forarbitration shall be filed in writing with the other party to this Agreement and with the American ArbitrationAssociation.AIA Document C141 – 1997. Copyright © 1963, 1967, 1970, 1974, 1979, 1987 and 1997 by The American Institute of Architects. All rightsreserved. WARNING: This AIA ® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction ordistribution of this AIA ® Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted tothe maximum extent possible under the law. This draft was produced by AIA software at 00:13:20 on 05/23/2004 under Order No.1000079549_1which expires on 11/8/2004, and is not for resale.User Notes: (299331545)10
§ 9.2.3 A demand for arbitration shall be made within a reasonable time after the claim, dispute or other matter inquestion has arisen. In no event shall the demand for arbitration be made after the date when institution of legal orequitable proceedings based on such claim, dispute or other matter in question would be barred by the applicablestatute of limitations.§ 9.2.4 An arbitration arising out of or related to this Agreement may be consolidated with an arbitration between theArchitect and any other person or entity if such arbitration involves common issues of fact relating to theperformance by the Consultant of the Consultant's obligations under this Agreement.§ 9.2.5 The award rendered by the arbitrator or arbitrators shall be final, and judgment may be entered upon it inaccordance with applicable law in any court having jurisdiction thereof.§ 9.3 CLAIMS FOR CONSEQUENTIAL DAMAGESThe Architect and Consultant waive consequential damages for claims, disputes or other matters in question arisingout of or relating to this Agreement. This mutual waiver is applicable, without limitation, to all consequentialdamages due to either party's termination in accordance with Article 10.ARTICLE 10 TERMINATION OR SUSPENSION§ 10.1 This Agreement may be terminated at such time as the Prime Agreement is terminated. The Architect shallpromptly notify the Consultant of such termination.§ 10.2 If the Architect fails to make payments to the Consultant in accordance with this Agreement, such failure shallbe considered substantial nonperformance and cause for termination or, at the Consultant's option, cause forsuspension of performance of services under this Agreement. If the Consultant elects to suspend services, prior tosuspension of services, the Consultant shall give seven days' written notice to the Architect. In the event of asuspension of services, the Consultant shall have no liability to the Architect for delay or damage caused theArchitect because of such suspension of services. Before resuming services, the Consultant shall be paid all sumsdue prior to suspension and any expenses incurred in the interruption and resumption of the Consultant's services.The Consultant's fees for the remaining services and the time schedules shall be equitably adjusted.§ 10.3 If the Project is suspended by the Owner or the Architect for more than 30 consecutive days, the Consultantshall be compensated for services performed prior to notice of such suspension. When the Project is resumed, theConsultant shall be compensated for expenses incurred in the interruption and resumption of the Consultant'sservices. The Consultant's fees for the remaining services and the time schedules shall be equitably adjusted.§ 10.4 If the Project is suspended for more than 90 consecutive days by either party, the Consultant may terminatethis Agreement by giving not less than seven days' written notice.§ 10.5 This Agreement may be terminated by either party upon not less than seven days' written notice should theother party fail substantially to perform in accordance with the terms of this Agreement through no fault of the partyinitiating the termination.§ 10.6 This Agreement may be terminated by the Architect upon not less than seven days' written notice to theConsultant for the Architect's convenience and without cause.§ 10.7 In the event of termination not the fault of the Consultant, the Consultant shall be compensated for servicesperformed prior to termination, together with Reimbursable Expenses then due and all Termination Expenses asdefined in Section 10.8.§ 10.8 Termination Expenses are in addition to compensation for the services of the Agreement and include expensesdirectly attributable to termination for which the Consultant is not otherwise compensated, plus an amount for theConsultant's anticipated profit on the value of the services not performed by the Consultant.ARTICLE 11 MISCELLANEOUS PROVISIONS§ 11.1 This Agreement shall be governed by the law of the principal place of business of the Architect, unlessotherwise provided in Article 14.§ 11.2 Terms in this Agreement shall have the same meaning as those in the edition of AIA DocumentAIA Document C141 – 1997. Copyright © 1963, 1967, 1970, 1974, 1979, 1987 and 1997 by The American Institute of Architects. All rightsreserved. WARNING: This AIA ® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction ordistribution of this AIA ® Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted tothe maximum extent possible under the law. This draft was produced by AIA software at 00:13:20 on 05/23/2004 under Order No.1000079549_1which expires on 11/8/2004, and is not for resale.User Notes: (299331545)11
Page 1 and 2: AIA ® Document C141 TM - 1997Stand
Page 3 and 4: ARTICLE 1 DESCRIPTION OF SCOPEThe C
Page 5 and 6: Consultant's responsibility under t
Page 7: adequacy, accuracy and completeness
Page 12 and 13: A201, General Conditions of the Con
Page 14 and 15: Service(s) to be compensatedBasis o

C141 - Agreement Between Architect and Consultant

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