C141 - Agreement Between Architect and Consultant

A201, General Conditions of the Contract for Construction, current as of the date identified in the Prime Agreement.§ 11.3 Causes of action between the parties to this Agreement pertaining to acts or failures to act shall be deemed tohave accrued and the applicable statutes of limitations shall commence to run not later than either the date ofSubstantial Completion for acts or failures to act occurring prior to Substantial Completion or the date of issuance ofthe final Certificate for Payment for acts or failures to act occurring after Substantial Completion. In no event shallsuch statutes of limitation commence to run any later than the date when the services are substantially completed.§ 11.4 To the extent damages are covered by property insurance during construction, the Architect and Consultantwaive all rights against each other and against the Owner, contractors, consultants, agents and employees of theother for damages, except such rights as they may have to the proceeds of such insurance as set forth in the editionof AIA Document A201, General Conditions of the Contract for Construction, current as of the date identified in thePrime Agreement. The Consultant or the Architect, as appropriate, shall require of the Owner, contractors,consultants, agents and employees of any of them similar waivers in favor of the other parties enumerated herein.§ 11.5 The Architect and Consultant, respectively, bind themselves, their partners, successors, assigns and legalrepresentatives to the other party to this Agreement and to the partners, successors, assigns and legal representativesof such other party with respect to all covenants of this Agreement. Neither Architect nor Consultant shall assignthis Agreement without the written consent of the other.§ 11.6 This Agreement represents the entire and integrated agreement for This Part of the Project between theArchitect and the Consultant and supersedes all prior negotiations, representations or agreements, either written ororal. This Agreement may be amended only by written instrument signed by both Architect and Consultant.§ 11.7 Nothing contained in this Agreement shall create a contractual relationship with or a cause of action in favorof a third party against either the Architect or Consultant.§ 11.8 Unless otherwise provided in this Agreement, the Architect and Consultant shall have no responsibility for thediscovery, presence, handling, removal or disposal of or exposure of persons to hazardous materials or toxicsubstances in any form at the Project site.ARTICLE 12 PAYMENTS TO THE CONSULTANT§ 12.1 Payments on account of services rendered and for Reimbursable Expenses incurred shall be made monthlyupon presentation of the Consultant's statement of services. No deductions shall be made from the Consultant'scompensation on account of penalty, liquidated damages or other sums withheld from payments to contractors, or onaccount of the cost of changes in the Work other than those for which the Consultant has been adjudged to be liable.§ 12.2 The Architect shall disclose to the Consultant, prior to the execution of this Agreement, contingent or otherspecial provisions relative to compensation that are included in the Architect's understanding with the Owner or inthe Prime Agreement.§ 12.3 The Consultant shall submit invoices for services and Reimbursable Expenses in accordance with theprovisions of the Prime Agreement. The Architect shall review such invoices and, if they are considered incorrect oruntimely, the Architect shall review the matter with the Consultant and confirm in writing to the Consultant, withinten days from receipt of the Consultant's billing, the Architect's understanding of the disposition of the issue.§ 12.4 If and to the extent that the time initially established in Section 13.4.1 of this Agreement is exceeded orextended through no fault of the Consultant, compensation for services rendered during the additional period of timeshall be computed in the manner set forth in Section 13.2.§ 12.5 Payments to the Consultant shall be made promptly after the Architect is paid by the Owner under the PrimeAgreement. The Architect shall exert reasonable and diligent efforts to collect prompt payment from the Owner. TheArchitect shall pay the Consultant in proportion to amounts received from the Owner which are attributable to theConsultant's services rendered.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)12