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Commentary on AIA Document B141-1997

Table of Contents

This commentary was prepared bythe American Institute of Architectswith the assistance of Howard G.Goldberg, Esq., Hon. AIA.

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Introduction

B141has long been considered the “flagship” document among the owner-architect agreementspublished by The American Institute of Architects. AIA Document B141-1997 represents a fun-damental departure from earlier editions of B141. The 1997 Edition was drafted in response toongoing changes in the profession and the industry, changes that have mandated a flexible andresponsive contracting system. Now, the architect must be able to identify, package and commu-nicate the value of services appropriate for each individual client and project, and the owner-architect agreement must facilitate, not impede, this process.

AIA Document B141-1997, Standard Form of Agreement Between Owner and Architect withStandard Form of Architect’s Services, reflects these new realities of architectural practice. Itincorporates input from AIA members, owners and attorneys representing both groups.Additional input came in the form of AIA’s Practice and Prosperity Initiative, which mandatesthat architects be provided with tools to better convey to clients the breadth and value of the ser-vices they offer. The result is a document that is more complex but vastly more flexible, andreadily adaptable to a wide variety of project types.

FormatB141-1997 is really two standard forms. The agreement form, entitled Standard Form ofAgreement Between Owner and Architect, contains provisions and spaces for informationapplicable to projects of most types. The services form is the Standard Form of Architect’sServices: Design and Contract Administration, which defines the scope of the architect’s ser-vices reflected in its title. In the coming years, the AIA will publish other services forms for usewith other groupings of services.

B141-1997 can also be used in conjunction with AIA Document B352, Duties, Responsibilitiesand Limitations of Authority of the Architect’s Project Representative, which would be refer-enced in Subparagraph 1.4.1.3 and Paragraph 2.8.3. B352 is not a new document, but the “refer-ence document” concept it represents will be expanded under B141-1997 to include other ser-vice enhancements. In the coming years, the AIA will develop and publish additional referencedocuments that coordinate with B141-1997.

The new, multipart format makes B141-1997 much more flexible than its predecessors. Bybreaking the services out in a separate form, the drafters of B141-1997 have created an agree-ment form that can be used for many different types of projects. This includes those that are notstrictly “building projects,” such as feasibility studies, program management and other special-ized undertakings. As noted above, the AIA will develop additional services forms that reflect arange of practice styles. Architects and owners also have the option of drafting their own ser-vices forms for use with the B141-1997 agreement form.

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The Agreement FormHighlighted below are some of the new features of the first part of B141-1997, the StandardForm of Agreement Between Owner and Architect.

Initial InformationArticle 1.1, containing prompting statements and fill-in blanks, is intended to stimulate a dia-logue between the owner and architect and ensure a detailed exchange of information at the out-set of the project. The parties are asked to identify the physical, legal, financial and time para-meters and to designate key project personnel. By establishing a baseline of information andassumptions about the project, the owner and architect can form realistic expectations and avoidsurprises and misunderstandings.

Responsibilities of the PartiesThe overall responsibilities of the owner and architect are set out in Article 1.2, which beginswith a statement of mutual cooperation between the parties. The architect’s responsibilities,which reference the article incorporating the services form, also include maintaining the confi-dentiality of the client’s information, disclosing conflicts of interests and responding to applica-ble laws, codes and regulations in the design of the project. Architects commonly do thesethings, but the new provisions underscore the professional character of the architect’s relation-ship to the owner.

Terms and ConditionsArticle 1.3 contains the “ground rules” of B141, and embodies a number of notable changesfrom earlier editions. One such change involves the architect’s drawings, specifications andother documents, now defined as “Instruments of Service,” which term specifically includesdocuments in electronic form. The owner’s right to the use of such documents (and the archi-tect’s consultants’ rights in documents they have prepared) have been clarified by means ofnonexclusive licenses. In place of “basic” and “additional” services, circumstances are identifiedthat may give rise to a change in the architect’s services, thereby entitling the architect to addi-tional compensation or additional time for performance. Provisions for dispute resolution nowinclude mediation. Provisions for dispute avoidance include a waiver of consequential damages.The waiver is intended to prevent the escalation of disputes by limiting parties to direct dam-ages resulting from a breach. Finally, grounds for termination are clarified, and the owner isgiven the right to terminate for convenience.

Scope of Services and Other Special Terms and ConditionsArticle 1.4 provides space in which all documents comprising the Owner-Architect Agreementshould be listed. Note that Subparagraph 1.4.1.2 incorporates the Standard Form of Architect’sServices: Design and Contract Administration by reference unless the parties designate anotherscope of services document.

CompensationEarlier editions of B141 tended to reinforce the inaccurate assumption that the architect’s com-pensation must be calculated using a single method for the whole project. In fact, differentmethods of compensation might be appropriate for different categories of architectural services.

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To correct this misimpression, Article 1.5 was redrafted to avoid the implication that one com-pensation method should be preferred over another. To decide which compensation arrangementis best suited to the project, the owner and architect must assess their particular circumstancesand requirements. After careful consideration of these, the parties may find that an arrangementusing more than one compensation method is appropriate. It should be noted that theInstructions accompanying B141-1997 provide further illustrations and sample language thatcan assist the parties in selecting the appropriate calculation methods for the architect’s compen-sation.

The Services FormThe second part of B141-1997 is the Standard Form of Architect’s Services: Design andContract Administration. This is the first of several services forms the AIA will publish for usewith the B141-1997 agreement form. Like the agreement form, the design and contract adminis-tration services form contains numerous changes intended to foster enhanced communicationand understanding between the parties.

Characterization of ServicesTwo ways of characterizing the architect’s services have been eliminated from B141-1997. Thefirst is the distinction between “basic” and “additional” services. Instead, services are eitherincluded or not, and changes in services (entitling the architect to an adjustment in time, com-pensation or both) are triggered by certain circumstances described in the agreement and ser-vices forms. Second, services under B141-1997 are no longer grouped in phases. That arrange-ment implied a linear model of service delivery that has limited applicability to today’s projects.Instead, services are grouped by type or category, which helps the architect acquaint the clientwith the full spectrum of possible services, thereby assisting the client in deciding which ser-vices are desirable for the project. Services are grouped into six primary categories: projectadministration, planning and evaluation, design, construction procurement, contract administra-tion, and facility operation. The level of services varies from category to category, but generallyapproximates the level of services in the 1987 edition of B141. The narrative descriptions ofindividual services are more explicit, however, in order to better convey what the client shouldexpect from the architect.

Responsibility for Cost Estimates and for Meeting the Owner’s BudgetArticle 2.1 deals with general project administration, and includes services relating to cost esti-mates. An important change relates to the architect’s obligations in the event the lowest respon-sive bid or negotiated proposal exceeds the owner’s budget (which would ordinarily be theamount stated in response to Clause 1.1.2.5.2). In this situation, at the owner’s option, the archi-tect is required to modify the drawings and specifications without additional compensation.Earlier editions only required redesign if a fixed limit of construction cost had previously beenagreed to. In effect, the fixed limit (and correspondingly greater control by the architect overdesign and procurement) now constitute the default mode.

Construction Contract ProcurementThe architect’s responsibilities during construction contract procurement, including both the bid-ding and negotiation processes, are spelled out in great detail. Few of the services described will

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be new to architects. The descriptions are presented to assist the owner in understanding thevalue the architect brings to these processes.

Construction Contract AdministrationA number of minor changes have been made in the provisions governing the architect’s role inconstruction contract administration. These include new requirements that the architect maintainrecords with respect to submittals, applications for payment and changes in the Work, and pro-cedures for processing the contractor’s requests for information. The 1987 provision dealingwith contractor’s certifications has been expanded, and now requires that the architect specifycriteria that design services provided by the contractor must satisfy.

Facility Operation MeetingsB141-1997 continues the owner-architect relationship well past the date of substantial comple-tion of the project. The architect for the first time is contractually required to meet with theowner (1) promptly after the date of substantial completion to review the need for facility opera-tion services and (2) within one year from the date of substantial completion to receive com-ments and feedback on the performance of the building and to offer the owner appropriate rec-ommendations. These meetings give the owner a continued source of professional insight intothe functioning of the completed building, and allow the architect the opportunity to return tothe project to enhance client satisfaction.

Schedule of ServicesAnother new feature of B141-1997 is a section in which the parties can specify the number ofsite visits, individual submittal reviews, and inspections for substantial completion and finalcompletion to be performed by the architect. Actions taken beyond the prescribed number mayentitle the architect to a change in services. In Paragraph 2.8.3, other services may be agreed toand described.

Completing B141-1997To complete B141-1997, the parties must identify and record a substantial amount of informa-tion. In the agreement form alone there are a total of 35 blanks to be filled in, excluding signa-tures. The accompanying services form contains 59 blanks: most of these are in Paragraph 2.8.3,however, and may be left blank. A listing is given below of the various blanks and their subjectmatter.

Location Descriptioncover sheet date, identification of the owner

and the architect, description of the project

1.1.2.1 project objective or use

1.1.2.2 physical parameters

1.1.2.3 owner’s program

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1.1.2.4 legal parameters

1.1.2.5.1 overall project budget

1.1.2.5.2 budget for the cost of the work

1.1.2.6 time parameters

1.1.2.7 proposed procurement or delivery method

1.1.2.8 other parameters

1.1.3.1 owner’s designated representative

1.1.3.2 other persons reviewing architect’s submittals

1.1.3.3 owner’s other consultants and contractors

1.1.3.4 architect’s designated representative

1.1.3.5 architect’s consultants

1.1.4 other initial information

1.1.5 general conditions of the contract for construction(if other than A201)

1.4.1.2 architect’s scope of services (if other than Standard Form of Architect’s Services: Design and Contract Administration)

1.4.1.3 other documents forming the agreement

1.4.2 special terms and conditions

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1.5.1 compensation for architect’s services

1.5.2 compensation for change in services of the architect

1.5.3 compensation for change in services of the architect’s consultants

1.5.4 reimbursable expenses multiple

1.5.5 other reimbursable expenses

1.5.7 amount of initial payment

1.5.8 payment dates and interest on unpaid amounts

1.5.9 time for completion of servicessignature lines

2.8.1.1 number of reviews of individual submittals

2.8.1.2 number of site visits

2.8.1.3 number of inspections for substantial completion

2.8.1.4 number of inspections for final completion

2.8.3.1 - 2.8.3.25 listing and description of other included services

2.9.1 modifications to the scope of services

signature lines

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Modifying B141-1997Reasons to ModifyB141-1997 will usually require some modification to adapt it to individual projects. As flexibleas this document is, it is still a standard form: it cannot contain all of the terms needed on allprojects, and some of its terms may be undesirable on some projects. In addition, such mattersas insurance coverages and legal and regulatory requirements may require additional provisionsor the deletion of existing provisions.

In modifying B141-1997, however, its advantages as a standard form should be kept in mind.This document embodies terms and conditions commonly accepted in the construction industry.Much of the language is derived from earlier editions, and has been tested repeatedly in court.Many of the provisions are linked by common definitions, parallel phrasing and other meanswith one another, and with other AIA documents that may be used on the same project. Forthese reasons, modifications should be made carefully, with a view to their effect on the agree-ment as a whole and on other contractual relationships on the project. Change for the sake ofchange, or to accommodate a personal preference for certain phraseology, is definitely not rec-ommended. Modifications should be limited to those needed to adapt the standard document tothe project at hand.

How to ModifyThere are many ways to modify AIA contract documents, and some work better than others.Some increase the likelihood of errors, misunderstandings and other problems. A particularlybad modification practice is the wholesale retyping of amended portions of the document, whichcan introduce transcription errors.

The preferred means of modifying a printed AIA standard form document like B141-1997 is toattach separate written amendments. These amendments should then refer back to the numericalsequence of the provisions in the document.

Electronic DocumentsThe AIA offers its form documents in both printed and electronic versions. The licensed soft-ware that creates the electronic versions allows users to insert modifications directly into thestandard language of the documents. As modifications are made, the software automaticallyunderscores language that is added and strikes through language being deleted. The result is thatmodifications are clearly shown against the baseline of standard language, combining the bene-fits of standard documents with the ease of modification characteristic of the electronic format.

Other AIA Standard Form Owner-Architect AgreementsAlthough considered the “flagship” AIA owner-architect agreement, B141 is only one of manyowner-architect agreements published by the AIA. Other AIA owner-architect agreements aredescribed briefly below.

B151-1997B151-1997, Abbreviated Standard Form of Agreement Between Owner and Architect, incorpo-rates many of the revisions made in B141-1997. These include mediation, a mutual waiver of

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consequential damages and other changes made to parallel A201-1997, General Conditions ofthe Contract for Construction. Generally, B151-1997 is similar to B141-1997 except that itretains the five phases of services and the characterization of services as either “Basic” or“Additional.”

B163First published in 1993, AIA Document B163, Standard Form of Agreement Between Ownerand Architect for Designated Services, is a comprehensive, three-part owner-architect agreementthat allows the parties to select up to 83 different services divided among nine phases, coveringpre-design through supplemental services. Part One of the document deals with variables typicalof many owner-architect agreements, such as compensation and scope of services. The scope ofservices is delimited through use of a matrix that permits the parties to designate their agreed-upon services. Part Two contains descriptions of the specific services found in Part One’smatrix. Part Three contains general descriptions of the parties’ duties and responsibilities forthose services selected from Part Two.

B155AIA Document B155, Standard Form of Agreement Between Owner and Architect for a SmallProject, is an owner-architect agreement intended solely for use with other Small Project docu-ments, specifically AIA Document A105, Standard Form of Agreement Between Owner andContractor for a Small Project, and AIA Document A205, General Conditions of the Contractfor a Small Project. The small project family of documents was published to address the needfor simple, straightforward documents for projects that are brief in duration (i.e., significantlyless than one year) and modest in size and complexity. Ideally, the parties should have a pastcourse of dealing with one another, and the contracts should be negotiated rather than competi-tively bid.

B727AIA Document B727, Standard Form of Agreement Between Owner and Architect for SpecialServices, is the most flexible of the AIA owner-architect agreements, in that the description ofservices is left entirely up to the parties. It contains basic terms and conditions covering suchmatters as use of the architect’s documents, arbitration, termination or suspension, payments tothe architect and basis of compensation. B727 is often used for planning, feasibility studies andother specialized undertakings. Note that if extensive services are contemplated, particularlythose relating to construction contract administration, the parties may wish to consider otherAIA owner-architect agreements.

B171 and B177The AIA publishes two owner-architect agreements expressly for interior design services: B171,Standard Form of Agreement Between Owner and Architect for Interior Design Services, andB177, Abbreviated Form of Agreement for Interior Design Services. These documents areintended for use on projects where the architect agrees to provide an owner with design andadministrative services for the procurement of interior furniture, furnishings and equipment.Both documents are coordinated with AIA Document A271, General Conditions of the Contractfor Furniture, Furnishings and Equipment.

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B181AIA Document B181, Standard Form of Agreement Between Owner and Architect for HousingServices, is an owner-architect agreement intended for use on projects where the owner assumesresponsibility for providing cost-estimating services. B181 is primarily intended for use on pub-licly-funded, single and multi-family housing projects, and is coordinated for use with AIADocument A201.

B188A unique owner-architect agreement, B188, Standard Form of Agreement Between Owner andArchitect for Limited Architectural Services for Housing Projects, anticipates that the ownerwill have extensive control over the management of the project, acting in a capacity similar tothat of a developer or speculative builder. It does not coordinate with any other AIA standardform agreement or general conditions document.

B141/CMa and B801/CMaThese documents are intended for use on projects involving a separate construction manageracting as an independent adviser to the owner. AIA Document B141/CMa, Standard Form ofAgreement Between Owner and Architect, Construction Manager-Adviser Edition, is coordinat-ed for use with other Construction Manager-Adviser edition forms, including B801/CMa,Standard Form of Agreement Between Owner and Construction Manager where theConstruction Manager is not a Constructor. Note that an architect acting solely in the capacity ofa construction manager-adviser on a project, and having no design role, may choose B801/CMaas the basis for its agreement with the owner.

General Principles Underlying AIA FormsAIA form documents are intended to benefit all who participate in the design and constructionprocess. This includes, above all, the public, whose members are the ultimate users of the builtenvironment. They are, in fact, the focus of the AIA’s commitment to “coordinate the buildingindustry and the profession of architecture to insure the advancement of the living standards ofour people through their improved environment” as stated in AIA Bylaws. To ensure the accep-tance of its standard form contracts by the construction industry, the AIA relies on a consensus-building process aimed at balancing the interests of all participants through a reasonable appor-tionment of risks and responsibilities. No one party’s interests are allowed to dominate, includ-ing those of the architect. This is the basis for the reputation of fairness and balance that AIAforms have gained in over a century and a half of use. To learn more about the AIA’s approachto drafting contract documents, write to obtain a copy of AIA Document M120, DocumentDrafting Principles.

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DOCUMENT TEXT COMMENTS

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STANDARD FORM OF AGREEMENT BETWEEN OWNERAND ARCHITECT

This document has important legalconsequences. Consultation with anattorney is encouraged with respect toits completion or modification.

Copyright 1917, 1926, 1948, 1951,1953, 1958, 1961, 1963, 1966, 1967,1970, 1974, 1977, 1987, © 1997 by TheAmerican Institute of Architects.Reproduction of the material herein orsubstantial quotation of its provisionswithout written permission of the AIAviolates the copyright laws of theUnited States and will subject the vio-lator to legal prosecution.WARNING: Unlicensed photocopyingviolates U.S. copyright laws and willsubject the violator to legal prosecu-tion.

AGREEMENT made as of theday of

in the year (In words, indicate day, month andyear)

BETWEEN the Architect's client iden-tified as the Owner:(Name, address and other informa-tion)

If the two parties are using this standardform document for the first time, the assis-tance of legal counsel is encouraged withrespect to completion of the numerous fill-inblanks or for project-specific modifications.

The first AIA owner-architect agreementwas published in 1917.

This date should precede or coincide withthe date when performance of each party’sobligations are to actually commence.

The term owner is used to designate thearchitect's client. That individual or entitymay be a tenant, for example, and may ormay not actually have an ownership interestin the premises for which the project is com-missioned.

Use the full legal name of the corporation,partnership or individual who will be expect-ed to pay for the architect’s services andwho will be liable for performing the owner’sobligations under this agreement.

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COMMENTS DOCUMENT TEXT

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The term architect may only be used by aperson who is properly licensed to practicearchitecture by the appropriate state gov-erning board. Licensing protects the public.

The inclusion of a detailed description of theproject is critically important for mutualunderstanding and for protection of bothparties’ interests. The project is generallythe outcome of the parties' mutual efforts,and it may or may not be a building.

Although some of the information called forin Article 1.1 may not be readily availablewhen the parties start discussing theiragreement, such information as is known atthe time of signing should be incorporatedinto the document. If the space allotted isinsufficient, information may be included onan attachment signed or initialed by bothparties and referenced in the agreement (forexample, “See Attachment A”). Such anattachment is legally enforceable as part ofthe agreement so long as the reference isclear and definitive.

A description of the owner's purpose orgoals for the project is often helpful to give aclear focus to the mutual understanding ofthe parties. A building’s intended use mayoften be described by its classificationunder the applicable building code or zoningordinance.

Descriptions of the size of the site, if any,and its location are necessary for a buildingproject, but may not be needed for a non-building project, such as a feasibility study.

and the Architect:(Name, address and other information)

For the following Project:(Include detailed description ofProject)

The Owner and Architect agree as fol-lows.

ARTICLE 1.1 INITIAL INFORMATION1.1.1 This Agreement is based on thefollowing information and assump-tions.(Note the disposition for the followingitems by inserting the requested infor-mation or a statement such as “notapplicable,” “unknown at time of execu-tion” or “to be determined later bymutual agreement.”)

1.1.2 PROJECT PARAMETERS1.1.2.1 The objective or use is:(Identify or describe, if appropriate,proposed use or goals.)

1.1.2.2 The physical parametersare:(Identify or describe, if appropriate,size, location, dimensions, or other per-tinent information, such as geotechni-cal reports about the site.)

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1.1.2.3The Owner’s Program is: (Identify documentation or state themanner in which the program will bedeveloped.)

1.1.2.4The legal parameters are:(Identify pertinent legal information,including, if appropriate, land surveysand legal descriptions and restrictionsof the site.)

1.1.2.5The financial parametersare as follows..1 Amount of the Owner's overall bud-get for the Project, including theArchitect's compensation, is:

.2 Amount of the Owner's budget forthe Cost of the Work, excluding theArchitect's compensation, is:

A program is a written statement settingforth design objectives, constraints and cri-teria for a project. It is essential for any pro-ject as it elaborates on the owner’s objec-tives or use stated in Subparagraph 1.1.2.1.A program includes space requirementsand relationships, flexibility and expandabil-ity, special equipment and systems, and siterequirements. If a comprehensive programis not available at the outset of the project,the owner may obtain the architect’s assis-tance in developing one as an expansion ofservices.

When a project involves real property, thelegal description of the property must begiven to the architect. This may preventfuture conflicts involving the architect’sdesign and adjacent facilities. When theowner does not have full title to the realproperty (for example, if the owner is a ten-ant), this should be disclosed along with anyconstraints or restrictions on allowableimprovements.

Fiscal responsibility begins with the owner’sdisclosure of an overall budget for the pro-ject. The budget may range from a singledollar figure to a detailed breakdown ofanticipated line item expenses.

Setting a budget for the cost of the workmay require the mutual collaboration of theowner and architect. This function shouldnot be confused with the architect’s subse-quent cost estimates that are based upondrawings, specifications and other docu-mentation developed later on during theproject.

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Time parameters almost always impactcost. For the owner, time may be moreimportant than money. For the architect, aninflexible time frame, such as that used forfast-track scheduling, often requires sub-stantial expenditures of staff overtime. Thus,this information is likely to impact the calcu-lation of the architect’s compensation underthis agreement.

As with other parameters, the proposedprocurement method may impact projectcost. Delaying or changing a decision onthese methods may disrupt the timing of thearchitect’s services.

Each project has its special characteristicsand unique needs that may be listed here.

This designated representative is autho-rized to act on behalf of, and to bind, theowner. When the owner is an individual, thatperson will often serve as the designatedrepresentative. When the owner is a corpo-ration or governmental entity, it can only actthrough agents. In those situations, it is veryimportant to designate one person, such asthe corporation’s president or the schoolboard’s chairman, who has final authority tomake firm decisions. Confusion over deci-sion-making authority can lead to needlessdelays and wasted effort (e.g., redesign).

With the proliferation of review boards, inter-nal staff committees and other oversightgroups, many owners need to inform theirarchitect about who should be expected toreview the architect’s submittals. By obtain-ing this information in advance, the architectcan plan time schedules that more realisti-cally reflect the approved process.

1.1.2.6 The time parameters are:(Identify, if appropriate, milestonedates, durations or fast track schedul-ing.)

1.1.2.7 The proposed procurementor delivery method for the Projectis:(Identify method such as competitivebid, negotiated contract, or construc-tion management.)

1.1.2.8 Other parameters are:(Identify special characteristics orneeds of the Project such as energy,environmental or historic preservationrequirements.)

1.1.3 PROJECT TEAM1.1.3.1 The Owner's DesignatedRepresentative is:(List name, address and other informa-tion.)

1.1.3.2 The persons or entities, inaddition to the Owner'sDesignated Representative, whoare required to review the Architect'ssubmittals to the Owner are:(List name, address and other informa-tion.)

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1.1.3.3The Owner's other consul-tants and contractors are:(List discipline and, if known, identifythem by name and address.)

1.1.3.4The Architect's DesignatedRepresentative is:(List name, address and other informa-tion.)

1.1.3.5The consultants retained atthe Architect's expense are:(List discipline and, if known, identifythem by name and address.)

1.1.4 Other important initialinformation is:

Sometimes an owner has made arrange-ments with other consultants or contractorswhom the owner wishes to use on the pro-ject. These persons or entities should belisted here to inform the architect of theirinvolvement. The architect can then appro-priately coordinate the architect’s activitieswith them.

This designated representative is autho-rized to act on behalf of, and to bind, thearchitect. If the architect is a sole proprietor,that person will be the designated represen-tative. If the architect is a partnership, one ofthe partners will be the designated repre-sentative. If a professional corporation orlimited liability company is involved, howev-er, the designated representative may bemerely an agent of such an entity. Hereagain, it is very important to designate oneperson, such as the corporation’s president,who has final authority to make firm deci-sions. Confusion over decision-makingauthority can lead to needless delays andwasted effort.

Depending upon the scope of services, thearchitect may need to retain specializedconsultants whose services will be coordi-nated by the architect. If the expenses fromany of the architect’s consultants are to bedirectly reimbursed by the owner, thisshould be noted in the provisions on com-pensation.

Other relevant information may be identifiedthrough discussions regarding the rest ofthe document and its scope of services. Forinstance, in Subparagraph 1.2.3.5, thearchitect is required to disclose any conflictsof interest to the owner. This is a good placeto document that information.

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Selection of the specific general conditionsfor the project’s construction may impact thearchitect’s scope of services. This documentassumes that AIA Document A201-1997 willbe used.

Most of the parameters elicited by Article1.1 impact the further development of theproject. A change in a parameter that seemsinsignificant to one party may have seriousconsequences for the other party.

Today, the complexity of most projects issuch that the active, mutual participation ofthe owner and architect is needed to main-tain a working relationship among the multi-tude of players whose cooperation is vitalfor the project’s success.

An essential function of the owner is to pro-vide a written program detailing the require-ments for and limitations on the project. Thatprogram will be referenced in Subparagraph1.1.2.3, or it may be subsequently devel-oped after the signing of this agreement.

In some states, the architect may assert alien on real property to secure payment ofthe architect’s compensation. Upon thearchitect’s request, the owner must providerelevant information to enable the architectto enforce lien rights.

Note that the “budget for the Project” can

1.1.5 When the services under thisAgreement include contract adminis-tration services, the GeneralConditions of the Contract forConstruction shall be the edition ofAIA Document A201 current as of thedate of this Agreement, or as follows:

1.1.6 The information contained inthis Article 1.1 may be reasonablyrelied upon by the Owner andArchitect in determining theArchitect's compensation. Both par-ties, however, recognize that suchinformation may change and, in thatevent, the Owner and the Architectshall negotiate appropriate adjust-ments in schedule, compensation andChange in Services in accordance withParagraph 1.3.3.

ARTICLE 1.2 RESPONSIBILITIES OF THEPARTIES 1.2.1The Owner and the Architect shallcooperate with one another to fulfilltheir respective obligations under thisAgreement. Both parties shall endeav-or to maintain good working rela-tionships among all members of theProject team.

1.2.2 OWNER1.2.2.1 Unless otherwise providedunder this Agreement, the Ownershall provide full information in atimely manner regarding require-ments for and limitations on theProject. The Owner shall furnish to theArchitect, within 15 days after receiptof a written request, information nec-essary and relevant for the Architectto evaluate, give notice of or enforcelien rights.

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1.2.2.2The Owner shall periodicallyupdate the budget for the Project,including that portion allocated for theCost of the Work. The Owner shall notsignificantly increase or decrease theoverall budget, the portion of the bud-get allocated for the Cost of the Work,or contingencies included in the over-all budget or a portion of the budget,without the agreement of the Architectto a corresponding change in theProject scope and quality.

1.2.2.3The Owner's DesignatedRepresentative identified inParagraph 1.1.3 shall be authorized toact on the Owner's behalf with respectto the Project. The Owner or theOwner's Designated Representativeshall render decisions in a timelymanner pertaining to documents sub-mitted by the Architect in order toavoid unreasonable delay in the order-ly and sequential progress of theArchitect's services.

1.2.2.4The Owner shall furnish theservices of consultants other thanthose designated in Paragraph 1.1.3 orauthorize the Architect to furnishthem as a Change in Services whensuch services are requested by theArchitect and are reasonably requiredby the scope of the Project.

1.2.2.5Unless otherwise provided inthis Agreement, the Owner shall fur-nish tests, inspections and reportsrequired by law or the ContractDocuments, such as structural,mechanical, and chemical tests, testsfor air and water pollution, and testsfor hazardous materials.

1.2.2.6The Owner shall furnish alllegal, insurance and accountingservices, including auditing services,that may be reasonably necessary atany time for the Project to meet the

include many categories of expenses inaddition to the cost of the work and thearchitect’s compensation. Budgetary infor-mation required in Article 1.1 will need to becompared to the architect’s subsequentestimates for the cost of the work.

The owner’s designated representativemust be clearly identified. Information mustalso be provided to enable the architect tocontact that individual quickly and easily,otherwise, the decision-making processmay be interrupted at critical times duringthe project.

The amount of time given for the owner’sdesignated representative’s various reviewsof the architect’s documents should beincluded in the time schedule for the project.

Neither the owner nor architect is assumedto have the expertise needed to address theproject’s legal, accounting or insuranceneeds. If questions arise during the project’sdevelopment that pertain to the owner’sneeds and interests, the owner is expectedto furnish the individuals who can give theappropriate advice. If, for example, the con-tractor is to be compensated on the basis ofthe cost of the work plus a fee, the AIAowner-contractor documents give the ownerthe right to audit the contractor’s books. Thisis usually done by the owner’s accountant.

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The owner’s obligations under this provisiondo not relieve the architect of the responsi-bility to perform services properly. However,if the owner becomes aware of a problem,the owner is obliged to notify the architect(see the companion provision inSubparagraph 1.2.3.7).

Expeditious performance is the best thatany professional can promise when dealingwith matters of indeterminate nature.Requiring the architect to meet absolutetime limitations by using such terms as “timeis of the essence” with this contract canadversely affect the quality of the architect’sservices. Typically, the architect is depend-ing upon other people’s input or decisions,including the owner’s, to accomplish themilestone objectives. A written scheduleusually helps, but it must be adjustablewhen delays or factors beyond the owner’sor architect’s control intervene.

With the use of professional corporationsand limited liability companies, it is impor-tant to designate a particular individualwhom the owner can rely on to bind thearchitect.

Owner’s needs and interests.

1.2.2.7 The Owner shall provideprompt written notice to the Architectif the Owner becomes aware of anyfault or defect in the Project, includ-ing any errors, omissions or inconsis-tencies in the Architect’s Instrumentsof Service.

1.2.3 ARCHITECT1.2.3.1 The services performed by theArchitect, Architect’s employees andArchitect’s consultants shall be as enu-merated in Article 1.4.

1.2.3.2 The Architect's servicesshall be performed as expeditious-ly as is consistent with profession-al skill and care and the orderlyprogress of the Project. TheArchitect shall submit for the Owner'sapproval a schedule for the perfor-mance of the Architect's services whichinitially shall be consistent with thetime periods established inSubparagraph 1.1.2.6 and which shallbe adjusted, if necessary, as the Projectproceeds. This schedule shall includeallowances for periods of time requiredfor the Owner's review, for the perfor-mance of the Owner's consultants, andfor approval of submissions by author-ities having jurisdiction over theProject. Time limits established by thisschedule approved by the Owner shallnot, except for reasonable cause, beexceeded by the Architect or Owner.

1.2.3.3 The Architect's DesignatedRepresentative identified inParagraph 1.1.3 shall be authorized toact on the Architect's behalf withrespect to the Project.

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1.2.3.4The Architect shall main-tain the confidentiality of infor-mation specifically designated as con-fidential by the Owner, unless with-holding such information would vio-late the law, create the risk of signifi-cant harm to the public or prevent theArchitect from establishing a claim ordefense in an adjudicatory proceeding.The Architect shall require of theArchitect's consultants similar agree-ments to maintain the confidentialityof information specifically designatedas confidential by the Owner.

1.2.3.5Except with the Owner'sknowledge and consent, the Architectshall not engage in any activity, oraccept any employment, interest orcontribution that would reasonablyappear to compromise the Architect'sprofessional judgment with respect tothis Project.

1.2.3.6The Architect shall reviewlaws, codes, and regulations applicableto the Architect's services. TheArchitect shall respond in the designof the Project to requirements imposedby governmental authorities havingjurisdiction over the Project.

1.2.3.7The Architect shall be entitledto rely on the accuracy and complete-ness of services and information fur-nished by the Owner. The Architectshall provide prompt written notice tothe Owner if the Architect becomesaware of any errors, omissions orinconsistencies in such services orinformation.

An essential element of a professional-clientrelationship is trust and the sharing of confi-dences. Subparagraph 1.2.3.4 establishesthat the architect will not disclose theowner’s confidential information unless cer-tain enumerated exceptions apply.

Subparagraph 1.2.3.5 deals with situationswhere the architect must disclose a conflictof interest to the owner. Parallel require-ments to these obligations can be found inmost professional licensing regulations andin the AIA’s Code of Professional Conduct.

A professional is expected to take intoaccount the codes, regulations and lawsthat impact the performance of the profes-sional’s services. Since codes, regulationsand laws may be subject to differing inter-pretations, architects will ordinarily consultat an early stage with governmental officialshaving jurisdiction over the project.

This provision is the companion toSubparagraph 1.2.2.7.

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As the project develops from ideas into real-ity, various elements of cost will inevitablychange and become more certain. The def-inition of cost of the work takes thesechanges into consideration. During design,for example, the barometer of cost will bethe architect’s estimates. Once a contrac-tor’s bid or proposal is accepted, this super-sedes the architect’s most recent estimate.Next, the cost of the work is as defined inthe owner-contractor agreement as revisedby contract modification during construc-tion. When final completion is achieved, thecost will be the total cost paid by the ownerfor the work.

The definition of cost of the work is impor-tant for purposes of the owner’s budget,which the architect is required to meetunder Paragraph 2.1.7. It will also affect thearchitect’s compensation if compensation isbased on a percentage of the cost of thework.

Unless the definition of cost includes owner-furnished elements, an architect whosecompensation is based on a percentage ofthe cost of the work could be unfairly penal-ized by certain cost saving measuresemployed by the owner. For example, achurch might use volunteer help or a con-struction manager for its construction, or ahospital might receive donations of complexand costly equipment. The cost of such vol-unteered or donated elements should beincluded in the cost of the work at currentmarket rates. In such situations, the archi-tect is still expected to provide the profes-sional services needed for the design, spec-ification and contract administration usingthose volunteered or donated elements.

ARTICLE 1.3 TERMS AND CONDITIONS

1.3.1 COST OF THE WORK1.3.1.1 The Cost of the Work shall bethe total cost or, to the extent theProject is not completed, the estimatedcost to the Owner of all elements of theProject designed or specified by theArchitect.

1.3.1.2 The Cost of the Work shallinclude the cost at current marketrates of labor and materials fur-nished by the Owner and equipmentdesigned, specified, selected or special-ly provided for by the Architect, includ-ing the costs of management or super-vision of construction or installationprovided by a separate constructionmanager or contractor, plus a reason-able allowance for their overhead andprofit. In addition, a reasonableallowance for contingencies shall beincluded for market conditions at thetime of bidding and for changes in theWork.

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1.3.1.3The Cost of the Work does notinclude the compensation of theArchitect and the Architect's consul-tants, the costs of the land, rights-of-way and financing or other costs thatare the responsibility of the Owner.

1.3.2 INSTRUMENTS OF SERVICE 1.3.2.1Drawings, specifications andother documents, including those inelectronic form, prepared by theArchitect and the Architect's consul-tants are Instruments of Service foruse solely with respect to this Project.The Architect and the Architect's con-sultants shall be deemed the authorsand owners of their respectiveInstruments of Service and shallretain all common law, statutory andother reserved rights, including copy-rights.

1.3.2.2Upon execution of thisAgreement, the Architect grants to theOwner a nonexclusive license toreproduce the Architect's Instrumentsof Service solely for purposes of con-structing, using and maintaining theProject, provided that the Owner shallcomply with all obligations, includingprompt payment of all sums when due,under this Agreement. The Architectshall obtain similar nonexclusivelicenses from the Architect's consul-tants consistent with this Agreement.Any termination of this Agreementprior to completion of the Project shallterminate this license. Upon such ter-mination, the Owner shall refrainfrom making further reproductions ofInstruments of Service and shallreturn to the Architect within sevendays of termination all originals andreproductions in the Owner's posses-

Excluding the architect’s compensationfrom the cost of the work avoids a situationwhere the architect would be paid a per-centage on the architect’s own services.Also excluded are items that are not directconstruction costs.

Technological advances, such as computer-aided design, have and will continue to havean impact on the architect’s services andthe manner in which they are provided. Thearchitect’s services are reflected in instru-ments of service, such as drawings, specifi-cations, electronic data and interpretivesketches which help the owner to reach thefinal result, a building project. Because theuse or misuse of the architect’s instrumentsof service affects specific rights and obliga-tions of the owner, the construction teamand the public, the architect as a licensedprofessional retains ownership of, controlover and responsibility for these documents.

The owner’s nonexclusive license permitsthe use and reproduction of the instrumentsof service for purposes of constructing,using and maintaining the project. An ownerwho receives an exclusive license or trans-ference of ownership in the documents ortheir copyrights has the unfettered power tolimit the architect’s future creative uses ofsimilar motifs or stylistic devices expressedin the documents.

Caution: Serious consequences may resultif Paragraph 1.3.2 is changed to give theowner broad rights with regard to the archi-tect’s instruments of service and no changeis made in Subparagraph 1.3.8.5 to elimi-nate the right to terminate the architect atthe owner’s convenience.

If the architect is adjudged in default by an

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arbiter or court of law, the owner not onlyreceives the right to copy and use the docu-ments, but also to authorize another archi-tect to change or correct them to completethe project.

Commercial lenders providing projectfinancing will occasionally request theowner to assign all rights in the project tothe lender as a condition of the financing, inorder to protect against a default on theloan. This sentence makes such assign-ment ineffective as to the owner’s license touse the architect’s drawings unless thearchitect has agreed to the assignment.

sion or control. If and upon the datethe Architect is adjudged indefault of this Agreement, the forego-ing license shall be deemed terminatedand replaced by a second, nonexclusivelicense permitting the Owner to autho-rize other similarly credentialeddesign professionals to reproduce and,where permitted by law, to makechanges, corrections or additions to theInstruments of Service solely for pur-poses of completing, using and main-taining the Project.

1.3.2.3 Except for the licenses grantedin Subparagraph 1.3.2.2, no otherlicense or right shall be deemed grant-ed or implied under this Agreement.The Owner shall not assign, dele-gate, sublicense, pledge or other-wise transfer any license grantedherein to another party withoutthe prior written agreement of theArchitect. However, the Owner shallbe permitted to authorize theContractor, Subcontractors, Sub-sub-contractors and material or equipmentsuppliers to reproduce applicable por-tions of the Instruments of Serviceappropriate to and for use in their exe-cution of the Work by license grantedin Subparagraph 1.3.2.2. Submissionor distribution of Instruments ofService to meet official regulatoryrequirements or for similar purposesin connection with the Project is not tobe construed as publication in deroga-tion of the reserved rights of theArchitect and the Architect's consul-tants. The Owner shall not use theInstruments of Service for future addi-tions or alterations to this Project orfor other projects, unless the Ownerobtains the prior written agreement ofthe Architect and the Architect's con-sultants. Any unauthorized use of theInstruments of Service shall be at theOwner's sole risk and without liabilityto the Architect and the Architect's

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consultants.

1.3.2.4Prior to the Architect providingto the Owner any Instruments ofService in electronic form or theOwner providing to the Architect anyelectronic data for incorporation intothe Instruments of Service, the Ownerand the Architect shall by separatewritten agreement set forth the specif-ic conditions governing the format ofsuch Instruments of Service or elec-tronic data, including any special limi-tations or licenses not otherwise pro-vided in this Agreement.

1.3.3 CHANGE IN SERVICES1.3.3.1Change in Services of theArchitect, including services requiredof the Architect's consultants, may beaccomplished after execution of thisAgreement, without invalidating theAgreement, if mutually agreed in writ-ing, if required by circumstancesbeyond the Architect's control, orif the Architect's services are affectedas described in Subparagraph 1.3.3.2.In the absence of mutual agreement inwriting, the Architect shall notify theOwner prior to providing such ser-vices. If the Owner deems that allor a part of such Change inServices is not required, the Ownershall give prompt written notice to theArchitect, and the Architect shall haveno obligation to provide those services.Except for a change due to the fault ofthe Architect, Change in Services ofthe Architect shall entitle theArchitect to an adjustment in compen-sation pursuant to Paragraph 1.5.2,and to any Reimbursable Expensesdescribed in Subparagraph 1.3.9.2 andParagraph 1.5.5.

1.3.3.2 If any of the following circum-stances affect the Architect's servicesfor the Project, the Architect shall beentitled to an appropriate adjustment

Given the rapid pace of technologicalchange, it is not practical to address all thevarieties of electronic documentation in astandard form document. The parties maywish to develop a separate, written agree-ment on how to deal with the electronic for-mats they may use.

Few projects proceed from conception tocompletion without changes. By necessity,a mechanism is required to provide foradjustments in the architect’s services andcompensation during the course of the pro-ject.

The architect is not permitted to benefit fromevents that are the architect’s fault.

The owner ultimately has the power to stopa change in services by notifying the archi-tect.

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Introduced in the American ArbitrationAssociation’s (AAA) rules in 1978, formalmediation is relatively new to the construc-tion industry. The AIA began incorporatingmediation into its standard documents in1991 with the publication of its constructionmanager-constructor documents.

in the Architect's schedule and com-pensation: .1 change in the instructions orapprovals given by the Owner thatnecessitate revisions in Instruments ofService;.2 enactment or revision of codes,laws or regulations or official interpre-tations which necessitate changes topreviously prepared Instruments ofService; .3 decisions of the Owner not ren-dered in a timely manner;.4 significant change in theProject including, but not limited to,size, quality, complexity, the Owner'sschedule or budget, or procurementmethod; .5 failure of performance on thepart of the Owner or the Owner's con-sultants or contractors; .6 preparation for and attendanceat a public hearing, a dispute resolu-tion proceeding or a legal proceedingexcept where the Architect is partythereto;.7 change in the information con-tained in Article 1.1.

1.3.4 MEDIATION1.3.4.1 Any claim, dispute or othermatter in question arising out of orrelated to this Agreement shall be sub-ject to mediation as a condition prece-dent to arbitration or the institution oflegal or equitable proceedings byeither party. If such matter relates toor is the subject of a lien arising out ofthe Architect’s services, the Architectmay proceed in accordance withapplicable law to comply with the liennotice or filing deadlines prior to reso-lution of the matter by mediation or byarbitration.

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1.3.4.2The Owner and Architectshall endeavor to resolve claims,disputes and other matters in questionbetween them by mediation which,unless the parties mutually agree oth-erwise, shall be in accordance with theConstruction Industry MediationRules of the American ArbitrationAssociation currently in effect.Request for mediation shall be filed inwriting with the other party to thisAgreement and with the AmericanArbitration Association. The requestmay be made concurrently with the fil-ing of a demand for arbitration but, insuch event, mediation shall proceed inadvance of arbitration or legal or equi-table proceedings, which shall bestayed pending mediation for a periodof 60 days from the date of filing,unless stayed for a longer period byagreement of the parties or courtorder.

1.3.4.3The parties shall share themediator's fee and any filing feesequally. The mediation shall be held inthe place where the Project is located,unless another location is mutuallyagreed upon. Agreements reached inmediation shall be enforceable as set-tlement agreements in any court hav-ing jurisdiction thereof.

1.3.5 ARBITRATION1.3.5.1Any claim, dispute or othermatter in question arising out of orrelated to this Agreement shall be sub-ject to arbitration. Prior to arbitration,the parties shall endeavor to resolvedisputes by mediation in accordancewith Paragraph 1.3.4.

1.3.5.2Claims, disputes and othermatters in question between the par-ties that are not resolved by mediationshall be decided by arbitrationwhich, unless the parties mutuallyagree otherwise, shall be in accordance

In mediation, a third party neutral is used tofacilitate and assist the parties in the nego-tiation of a settlement of a dispute. Themediator does not make any binding deci-sions regarding the issues. The partiesthemselves create the solution to their prob-lem in accordance with preset rules of medi-ation. If the parties cannot arrive at a nego-tiated resolution, they proceed to arbitration.However, past experience has shown medi-ation to be highly successful in resolving alarge percentage of disputes.

The AAA’s rules for construction industrymediation and arbitration are available fromAAA’s regional offices or from its nationalheadquarters. The address of the latter isgiven in the instructions to most AIA docu-ments.

Since 1888, arbitration provisions havebeen included in AIA documents. Arbitrationis a formal, binding process for resolvingdisputes outside of litigation. It requires theselection of one or more arbiters who havejudge-like powers to hear the parties’ dis-pute and make decisions that are enforce-able by a court of law. Arbitrations in theconstruction industry are private, andarbiters are required to be knowledgeableabout the construction industry. The arbitersare usually building owners, architects,engineers, contractors or lawyers practicingin the construction industry.

The AIA takes the position that selection ofa method of dispute resolution such as arbi-tration is essentially a business decision.Although arbitration is intended to be quick-er, less complex and more convenient thanlitigation, each case has unique factors thatmay negate some or all of these benefits.

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Disputes involving the owner, architect andcontractor are not uncommon. In a court oflaw, however, the architect and contractorwould be held to different standards of per-formance. This is one reason why separatearbitrations are favored. Another reasoninvolves the greatly increased cost and timerequired to resolve multi-party arbitrations.

Like court decisions, arbitration awards arefully enforceable in a court of law.

with the Construction IndustryArbitration Rules of the AmericanArbitration Association currently ineffect. The demand for arbitrationshall be filed in writing with the otherparty to this Agreement and with theAmerican Arbitration Association.

1.3.5.3 A demand for arbitration shallbe made within a reasonable timeafter the claim, dispute or other mat-ter in question has arisen. In no eventshall the demand for arbitration bemade after the date when institutionof legal or equitable proceedings basedon such claim, dispute or other matterin question would be barred by theapplicable statute of limitations.

1.3.5.4 No arbitration arising outof or relating to this Agreementshall include, by consolidation orjoinder or in any other manner, anadditional person or entity not aparty to this Agreement, except bywritten consent containing a specificreference to this Agreement andsigned by the Owner, Architect, andany other person or entity sought to bejoined. Consent to arbitration involv-ing an additional person or entity shallnot constitute consent to arbitration ofany claim, dispute or other matter inquestion not described in the writtenconsent or with a person or entity notnamed or described therein. The fore-going agreement to arbitrate andother agreements to arbitrate with anadditional person or entity duly con-sented to by parties to this Agreementshall be specifically enforceable inaccordance with applicable law in anycourt having jurisdiction thereof.

1.3.5.5 The award rendered by thearbitrator or arbitrators shall befinal, and judgment may be enteredupon it in accordance with applicablelaw in any court having jurisdiction

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thereof.

1.3.6 CLAIMS FOR CONSEQUENTIAL DAMAGESThe Architect and the Owner waiveconsequential damages for claims, dis-putes or other matters in questionarising out of or relating to thisAgreement. This mutual waiver isapplicable, without limitation, to allconsequential damages due to eitherparty’s termination in accordance withParagraph 1.3.8.

1.3.7 MISCELLANEOUS PROVISIONS1.3.7.1This Agreement shall be gov-erned by the law of the principalplace of business of the Architect,unless otherwise provided inParagraph 1.4.2.

1.3.7.2Terms in this Agreementshall have the same meaning asthose in the edition of AIADocument A201, General Conditionsof the Contract for Construction, cur-rent as of the date of this Agreement.

1.3.7.3Causes of action between theparties to this Agreement pertainingto acts or failures to act shall bedeemed to have accrued and theapplicable statutes of limitationsshall commence to run not later thaneither the date of SubstantialCompletion for acts or failures to actoccurring prior to SubstantialCompletion or the date of issuance ofthe final Certificate for Payment foracts or failures to act occurring afterSubstantial Completion. In no eventshall such statutes of limitations com-mence to run any later than the datewhen the Architect’s services are sub-stantially completed.

In contrast to direct damages for breach ofcontract, consequential damages are indi-rect and include loss of reputation, loss ofbusiness profits and loss of the ability toproceed with other projects. By mutuallywaiving claims for such unanticipated andeven remote damages, the parties remove asource of inflated claims and needless liti-gation.

The law in the state where the architect’sprincipal office is located will be used ininterpreting this agreement and evaluatingthe performance of the parties.

By this cross-reference, the parties agree toadopt the terminology found in AIADocument A201-1997, including such termsas work, contract documents, drawings,contractor and substantial completion.Terms with specialized meanings are gener-ally defined and capitalized in AIA docu-ments.

One of the purposes of standard form doc-uments is to provide uniformity of expecta-tions wherever used. State laws having todo with statutes of limitations, however, arediverse, particularly as to the beginningdates for the running of such statutes. Thisprovision uses the dates of substantial com-pletion by the contractor and final paymentto the contractor as commencement datesfor statutes of limitations that apply to theagreement. Because this is a private agree-ment, this provision will only apply to theowner and architect and not to claims bythird parties.

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The owner-architect agreement must becoordinated with the owner-contractor con-tract, which often is executed after the sign-ing of this agreement. For this reason, AIADocument B141-1997 is linked in severalways to AIA Document A201-1997, GeneralConditions of the Contract for Construction.Subparagraph 1.3.7.4 provides for a waiverof damages that are covered by propertyinsurance if such insurance has been pur-chased and applied to such damages as arequirement of the owner-contractor con-tract. In the insurance industry this is knownas waiver of subrogation. This provision isderived from a parallel provision found inSubparagraph 11.4.7 of AIA DocumentA201-1997, which requires the owner toobtain such waivers from its consultants.The waivers of subrogation prevent theinsurance company from suing any of theprincipal participants on the project torecover what it has paid out to another prin-cipal participant for an insured loss. Theowner benefits in two ways: first, disputesare avoided on the project and second, onlyone property insurance policy is needed toprotect all principal participants on the pro-ject, including contractors, architects, sub-contractors, engineers, sub-subcontractorsand consultants. This saves the ownermoney and time, and promotes harmony onthe project.

This agreement obligates the parties only toeach other and not to others, such aslenders, contractors, construction workersor sureties.

Hazardous materials may require specialhandling and licensing procedures. Unlessthe owner and architect agree that the archi-tect will deal with these matters, the archi-tect has no responsibility for them.

1.3.7.4 To the extent damages are cov-ered by property insurance during con-struction, the Owner and the Architectwaive all rights against each other andagainst the contractors, consultants,agents and employees of the other fordamages, except such rights as theymay have to the proceeds of suchinsurance as set forth in the edi-tion of AIA Document A201,General Conditions of theContract for Construction, currentas of the date of this Agreement. TheOwner or the Architect, as appropri-ate, shall require of the contractors,consultants, agents and employees ofany of them similar waivers in favor ofthe other parties enumerated herein.

1.3.7.5 Nothing contained in thisAgreement shall create a contractualrelationship with or a cause of actionin favor of a third party againsteither the Owner or Architect.

1.3.7.6 Unless otherwise provided inthis Agreement, the Architect andArchitect's consultants shall have noresponsibility for the discovery, pres-ence, handling, removal or disposal ofor exposure of persons to hazardousmaterials or toxic substances in anyform at the Project site.

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1.3.7.7The Architect shall have theright to include photographic orartistic representations of thedesign of the Project among theArchitect's promotional and profes-sional materials. The Architect shallbe given reasonable access to the com-pleted Project to make such represen-tations. However, the Architect's mate-rials shall not include the Owner's con-fidential or proprietary information ifthe Owner has previously advised theArchitect in writing of the specificinformation considered by the Ownerto be confidential or proprietary. TheOwner shall provide professional cred-it for the Architect in the Owner’s pro-motional materials for the Project.

1.3.7.8 If the Owner requests theArchitect to execute certificates, theproposed language of such certificatesshall be submitted to the Architect forreview at least 14 days prior to therequested dates of execution. TheArchitect shall not be required to exe-cute certificates that would requireknowledge, services or responsibilitiesbeyond the scope of this Agreement.

Unless an owner informs the architect thatsuch matters are confidential, the architecthas the right to photograph and to show theresults of the design to the public and tofuture clients.

A request for the architect’s certificate oftenoccurs because of the owner’s dealings withother entities that have indirect interests inthe project, such as financial institutions andgovernmental authorities. For example, theowner may be required by the lender to sub-mit an architect’s certificate at the loan clos-ing. This can result in substantial pressureon the architect to submit the certificate,even though there may be no specific con-tractual obligation to do so.

Note, however, that if construction contractadministration services are to be providedunder AIA Document A201-1997, the archi-tect is obliged to certify the contractor’s pay-ment requests, date of substantial comple-tion and causes permitting termination ofthe contractor (see AIA Document G702,Application and Certificate for Payment, forexample). The language provided by somebanks for such certificates may imposeunwarranted liability on the architect. Thisprovision gives the architect time to reviewsuch language with legal counsel and tosuggest modifications. See AIA DocumentB511, Guide for Amendments to AIAOwner-Architect Agreements, for suggestedlanguage for use on such certificates.

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Because the architect’s professional ser-vices are often unique to that individual orfirm, assignment of this agreement to thirdparties is only permitted with the architect’sagreement. The only exception involves anassignment to the owner’s lender who isproviding financing for the project.

The owner-architect agreement representsa business transaction. In exchange for theowner’s receipt of the benefit of the archi-tect’s services, the architect expects thebenefit of timely payment of the agreed-upon compensation. Thus, nonpayment is aserious matter and may be treated as justi-fication for suspension or even terminationof services.

1.3.7.9 The Owner and Architect,respectively, bind themselves, theirpartners, successors, assigns and legalrepresentatives to the other party tothis Agreement and to the partners,successors, assigns and legal represen-tatives of such other party withrespect to all covenants of thisAgreement. Neither the Owner northe Architect shall assign thisAgreement without the written con-sent of the other, except that theOwner may assign this Agreement toan institutional lender providingfinancing for the Project. In suchevent, the lender shall assume theOwner's rights and obligations underthis Agreement. The Architect shallexecute all consents reasonablyrequired to facilitate such assignment.

1.3.8 TERMINATION OR SUSPENSION 1.3.8.1 If the Owner fails to make pay-ments to the Architect in accordancewith this Agreement, such failure shallbe considered substantial nonperfor-mance and cause for termination or, atthe Architect's option, cause for sus-pension of performance of ser-vices under this Agreement. If theArchitect elects to suspend services,prior to suspension of services, theArchitect shall give seven days' writ-ten notice to the Owner. In the event ofa suspension of services, the Architectshall have no liability to the Owner fordelay or damage caused the Ownerbecause of such suspension of services.Before resuming services, theArchitect shall be paid all sums dueprior to suspension and any expensesincurred in the interruption andresumption of the Architect’s services.The Architect’s fees for the remainingservices and the time schedules shallbe equitably adjusted.

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1.3.8.2 If the Project is suspended bythe Owner for more than 30 consecu-tive days, the Architect shall be com-pensated for services performed priorto notice of such suspension. When theProject is resumed, the Architectshall be compensated for expensesincurred in the interruption andresumption of the Architect's ser-vices. The Architect's fees for theremaining services and the timeschedules shall be equitably adjusted.

1.3.8.3 If the Project is suspended orthe Architect’s services are suspendedfor more than 90 consecutive days, theArchitect may terminate thisAgreement by giving not less thanseven days' written notice.

1.3.8.4This Agreement may be termi-nated by either party upon not lessthan seven days' written notice shouldthe other party fail substantially toperform in accordance with the termsof this Agreement through no fault ofthe party initiating the termination.

1.3.8.5This Agreement may be termi-nated by the Owner upon not lessthan seven days' written notice tothe Architect for the Owner's con-venience and without cause.

1.3.8.6 In the event of termination notthe fault of the Architect, the Architectshall be compensated for services per-formed prior to termination, togetherwith Reimbursable Expenses then dueand all Termination Expenses asdefined in Subparagraph 1.3.8.7.

1.3.8.7Termination Expenses are inaddition to compensation for the ser-vices of the Agreement and includeexpenses directly attributable to ter-mination for which the Architect is nototherwise compensated, plus anamount for the Architect's anticipated

For any number of reasons, the owner mayneed to suspend the project. Typically, thearchitect has predicated staffing and timingof services based upon a continuousprocess. Unless the agreement and the ini-tial project schedule anticipated a suspen-sion, an equitable adjustment in compensa-tion and time schedule may be appropriate.

The owner’s right to terminate for conve-nience is a right that should be exercisedcautiously, since there are consequencesfor both the owner and architect. The archi-tect will be entitled to termination expenses,since termination for the owner’s conve-nience is not the fault of the architect. Inaddition, the owner forfeits the right to usethe architect’s documents underSubparagraph 1.3.2.2, unless some otheragreement is reached.

Caution: If Subparagraph 1.3.2.2 is changedto give the owner broad rights in the archi-tect’s instruments of service, a correspond-ing change in Subparagraph 1.3.8.5 may benecessary to re-balance the rights of theparties by eliminating or abridging theowner’s right to terminate the architect atthe owner’s convenience.

The architect’s termination expenses mayinclude the costs of terminating consultants’contracts, reducing staff and even terminat-ing leases on office space and equipment.In addition, the architect’s inducement forentering the agreement, which is profit, isexpected to be paid in full.

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This provision will have to be modified ifpayments are to be made based upon thestage of the project’s progress or basedupon a time period other than that of onemonth.

The percentage method of compensation isespecially prone to abuse when deductionsare made to the cost of the work due to suchthings as damages caused by the contrac-tor. No deductions in payment to the archi-tect are allowed in such situations. If a per-centage method of compensation is to beused, page 14 of the instructions containsoptional text to further deal with complexi-ties that may be caused by deductions ordeletions in the project’s scope which, if notforeseen, may in turn lead to unfair deduc-tions in the architect’s compensation eventhough services were performed on thedeleted portions of the project.

The costs that fall into the reimbursableexpenses category are largely outside ofthe architect’s ability to estimate with anyaccuracy at the beginning of a project. Suchan estimate, with a large contingency toreflect the uncertainties involved, wouldhave to be made if these costs were includ-ed in the architect’s compensation. Thus, anowner would likely pay more under such anarrangement than by reimbursing the archi-tect for these costs as they are incurred. Thelist of expenses described in the agreementmay be modified by addition, deduction oreven placement of a limit on them. A gener-al limitation on all of these expenses is thatthey must be “directly related to the project,”and thus are not part of the architect’s over-head costs.

profit on the value of the services notperformed by the Architect.

1.3.9 PAYMENTS TO THEARCHITECT1.3.9.1 Payments on account of ser-vices rendered and for ReimbursableExpenses incurred shall be mademonthly upon presentation of theArchitect's statement of services. Nodeductions shall be made from theArchitect's compensation onaccount of penalty, liquidateddamages or other sums withheldfrom payments to contractors, oron account of the cost of changesin the Work other than those forwhich the Architect has beenadjudged to be liable.

1.3.9.2 Reimbursable Expenses arein addition to compensation for theArchitect's services and includeexpenses incurred by the Architect andArchitect's employees and consultantsdirectly related to the Project, as iden-tified in the following Clauses:.1 transportation in connectionwith the Project, authorized out-of-town travel and subsistence, and elec-tronic communications; .2 fees paid for securing approvalof authorities having jurisdiction overthe Project;.3 reproductions, plots, standardform documents, postage, handlingand delivery of Instruments of Service; .4 expense of overtime workrequiring higher than regular rates ifauthorized in advance by the Owner;.5 renderings, models and mock-ups requested by the Owner;.6 expense of professional liabilityinsurance dedicated exclusively to thisProject or the expense of additional

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insurance coverage or limits requestedby the Owner in excess of that normal-ly carried by the Architect and theArchitect's consultants;.7 reimbursable expenses as des-ignated in Paragraph 1.5.5;.8 other similar direct Project-related expenditures.

1.3.9.3Records of ReimbursableExpenses, of expenses pertaining to aChange in Services, and of servicesperformed on the basis of hourly ratesor a multiple of Direct PersonnelExpense shall be available to theOwner or the Owner's authorized rep-resentative at mutually convenienttimes.

1.3.9.4Direct Personnel Expense isdefined as the direct salaries of theArchitect's personnel engaged on theProject and the portion of the cost oftheir mandatory and customary con-tributions and benefits related thereto,such as employment taxes and otherstatutory employee benefits, insur-ance, sick leave, holidays, vacations,employee retirement plans and similarcontributions.

ARTICLE 1.4 SCOPE OF SERVICES AND OTHER SPE-CIAL TERMS AND CONDITIONS

1.4.1 Enumeration of Parts of theAgreement. This Agreement repre-sents the entire and integratedagreement between the Owner andthe Architect and supersedes all priornegotiations, representations or agree-ments, either written or oral. ThisAgreement may be amended only bywritten instrument signed by bothOwner and Architect. This Agreementcomprises the documents listed below.

1.4.1.1Standard Form of AgreementBetween Owner and Architect, AIA

Because reimbursable expenses, hourlyrates and direct personnel expenses aredirect costs, the owner has the right toexamine the architect’s records with regardto them. This permission, however, does notinclude the right to examine other records ofthe architect.

If different cost-based methods are used tocalculate payments to the architect, such asan hourly rate or direct salary expense,these other methods may also need to bedefined. The instructions to AIA DocumentB141-1997 contain example text for suchpurposes on page 14.

Note that amendments to this agreementmust be made in writing.

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Unless otherwise indicated, the scope ofservices for this agreement is for design andcontract administration services.

An architect may be compensated usingvarious methods. The instructions to AIADocument B141-1997 enumerate ten dis-tinct methods of compensation and providemodel text for six of them. In some situa-tions, a combination of compensation meth-ods may be chosen by the parties. Again,refer to the instructions for AIA DocumentB141-1997, which also contain worksheetsfor calculating compensation.

The AIA makes no representation as to theappropriateness of any of these compensa-tion methods for a particular project. Thechoice of a compensation method is a busi-ness decision for the owner and architect.The AIA makes no recommendations andhas no guidelines or schedules that specifythe amount of compensation an architectshould be paid.

As with compensation under Paragraph1.5.1, the method of adjustment for changein services is left to the parties. Establishingsuch a method in the agreement removes apotential cause of disagreement.

Document B141-1997.

1.4.1.2 Standard Form ofArchitect's Services: Design andContract Administration, AIADocument B141-1997, or as follows:(List other documents, if any, delineat-ing Architect's scope of services.)

1.4.1.3 Other documents as follows:(List other documents, if any, formingpart of the Agreement.)

1.4.2 Special Terms and Conditions.Special terms and conditions thatmodify this Agreement are as follows:

ARTICLE 1.5 COMPENSATION1.5.1 For the Architect’s services asdescribed under Article 1.4, compen-sation shall be computed as follows:

1.5.2 If the services of the Architectare changed as described inSubparagraph 1.3.3.1, theArchitect's compensation shall beadjusted. Such adjustment shall becalculated as described below or, if nomethod of adjustment is indicated inthis Paragraph 1.5.2, in an equitablemanner.(Insert basis of compensation, includ-ing rates and multiples of DirectPersonnel Expense for Principals andemployees, and identify Principals andclassify employees, if required. Identifyspecific services to which particularmethods of compensation apply.)

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1.5.3 For a Change in Services of theArchitect's consultants, compensationshall be computed as a multiple of( ) times the amounts billed tothe Architect for such services.

1.5.4 For Reimbursable Expenses asdescribed in Subparagraph 1.3.9.2,and any other items included inParagraph 1.5.5 as ReimbursableExpenses, the compensation shall becomputed as a multiple of ( ) timesthe expenses incurred by theArchitect, and the Architect's employ-ees and consultants.

1.5.5 Other ReimbursableExpenses, if any, are as follows:

1.5.6 The rates and multiples for ser-vices of the Architect and theArchitect’s consultants as set forth inthis Agreement shall be adjusted inaccordance with their normal salaryreview practices.

1.5.7 An initial payment of Dollars ($ ) shall be made upon execu-tion of this Agreement and is the min-imum payment under this Agreement.It shall be credited to the Owner'saccount at final payment. Subsequentpayments for services shall be mademonthly, and where applicable, shallbe in proportion to services performedon the basis set forth in thisAgreement.

1.5.8 Payments are due and payable( ) days from the date of theArchitect's invoice. Amounts unpaid( ) days after the invoice dateshall bear interest at the rate enteredbelow, or in the absence thereof at thelegal rate prevailing from time totime at the principal place of businessof the Architect.

The application of a multiplier to direct costis sometimes used as a formula to compen-sate the architect for overhead, profit orboth.

A multiple applied to reimbursable expensescovers, among other things, the costs ofadvancing money on the owner’s behalf andthe costs of processing the bills.

Other reimbursable expenses are a matterof negotiation between the parties and mayinclude the cost of special consultants, per-mitting fees, licenses, etc.

The project’s circumstances and the archi-tect’s past relationship with the owner mayinfluence the amount, if any, of the initialpayment. Remember that the owner has theright to terminate for convenience, whichcan be exercised before the first month haspassed after the agreement was signed.Under Subparagraph 1.3.8.6, the architectis entitled to termination expenses, but maystill experience difficulty in getting paid.

This rate is established by state statute andvaries from state to state.

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If the completion of the project is delayedbeyond the time frame anticipated when theagreement was signed, this provisionrequires the architect’s compensation to beadjusted as it would be for a change in ser-vices.

The authorized representatives of both par-ties should sign, indicating their officialcapacity to bind the owner or architect. Forcorporations and governmental entities, adocument showing proof of their authorityshould be attached.

(Usury laws and requirements underthe Federal Truth in Lending Act, sim-ilar state and local consumer creditlaws and other regulations at theOwner's and Architect's principalplaces of business, the location of theProject and elsewhere may affect thevalidity of this provision. Specific legaladvice should be obtained with respectto deletions or modifications, and alsoregarding requirements such as writ-ten disclosures or waivers.)

1.5.9 If the services covered by thisAgreement have not been complet-ed within ( ) months of thedate hereof, through no fault of theArchitect, extension of the Architect’sservices beyond that time shall becompensated as provided in Paragraph1.5.2.

This Agreement entered into as of theday and year first written above.

OWNER (Signature)

(Printed name and title)

ARCHITECT (Signature)

(Printed name and title)

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Standard Form of Architect’sServices: Design and ContractAdministration

This document has important legalconsequences. Consultation with anattorney is encouraged with respect toits completion or modification.

Copyright 1917, 1926, 1948, 1951,1953, 1958, 1961, 1963, 1966, 1967,1970, 1974, 1977, 1987, ©1997 by TheAmerican Institute of Architects.Reproduction of the material herein orsubstantial quotation of its provisionswithout written permission of the AIAviolates the copyright laws of theUnited States and will subject the vio-lator to legal prosecution.WARNING: Unlicensed photocopyingviolates U.S. copyright laws and willsubject the violator to legal prosecu-tion.

ARTICLE 2.1 PROJECT ADMINISTRATION SERVICES2.1.1 The Architect shall manage theArchitect's services and administerthe Project. The Architect shall con-sult with the Owner, researchapplicable design criteria, attendProject meetings, communicate withmembers of the Project team and issueprogress reports. The Architectshall coordinate the services pro-vided by the Architect and theArchitect's consultants with thoseservices provided by the Owner andthe Owner's consultants.

A continuing dialogue with the ownerregarding the development of the designand the construction effort is encouraged toavoid failed expectations and to minimizedisputes.

The determination of the applicable designcriteria is one of the most important, butleast appreciated of the architect’s services.Review of these criteria with the ownerprovides the owner with insight into thevalue added by the architect’s participationin the project.

Progress reports can consist of memorandadetailing the progress of the project, copiesof correspondence, minutes of meetings orany other writings that keep the owneradvised as to the progress of the project.

The architect is required under Paragraph2.4.1 to furnish normal structural, mechani-cal and electrical engineering services. Thearchitect may choose to retain outside con-sultants to provide those services. Thearchitect must coordinate the design ser-vices of the consultants with those of thearchitect’s design services and with thoseprovided by others, such as consultants ofthe owner.

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The project schedule should not be con-fused with the construction schedule, whichis prepared by the contractor. The projectschedule identifies the periods for designand construction, allows time for approvalsand may include pre-design and facilityoperation activities. On the other hand, theconstruction schedule covers the periodbetween the date of commencement of con-struction and the proposed date for sub-stantial completion. Except for identificationof items needing long-lead time for their pro-curement, the details of the constructionperiod are generally left to the contractor.

The identification of important milestonedates serves a dual purpose. It alerts theowner to the fact that timely completion ofthe project requires timely decision-makingby the owner, and it enables the architect tomeasure the effect of delayed decisions onthe overall timing of the architect’s services.

The architect should alert the owner to thefact that these dates are estimates. They arenot guaranteed because they are based onassumptions that may change during thecourse of the project.

This provision alerts the owner to a servicethat often goes unmentioned, but which iscommonly performed by architects as partof design. Later changes, including substitu-tions, suggested by contractors, construc-tion managers and others do not diminishthe value of this service, but simply extend aprocess of analysis initiated by the architect.

A presentation can be formal or informaland may be part of an ongoing process ofdiscussions with the owner’s representa-tives. If multiple presentations are required,the architect can provide these as a changein services.The timing of these submissions typically is

2.1.2 When Project requirementshave been sufficiently identified, theArchitect shall prepare, and periodi-cally update, a Project schedule thatshall identify milestone dates fordecisions required of the Owner,design services furnished by theArchitect, completion of documenta-tion provided by the Architect, com-mencement of construction andSubstantial Completion of the Work.

2.1.3 The Architect shall considerthe value of alternative materials,building systems and equipment,together with other considerationsbased on program, budget and aesthet-ics in developing the design for theProject.

2.1.4 Upon request of the Owner, theArchitect shall make a presentationto explain the design of the Project torepresentatives of the Owner.

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2.1.5 The Architect shall submitdesign documents to the Owner atintervals appropriate to the designprocess for purposes of evaluation andapproval by the Owner. The Architectshall be entitled to rely on approvalsreceived from the Owner in the furtherdevelopment of the design.

2.1.6 The Architect shall assist theOwner in connection with theOwner's responsibility for filingdocuments required for the approval ofgovernmental authorities having juris-diction over the Project.

2.1.7 EVALUATION OF BUDGETAND COST OF THE WORK2.1.7.1When the Project requirementshave been sufficiently identified, theArchitect shall prepare a prelimi-nary estimate of the Cost of theWork. This estimate may be based oncurrent area, volume or similar con-ceptual estimating techniques. As thedesign process progresses through theend of the preparation of the

controlled by the schedule prepared inaccordance with Paragraph 2.1.2 and sub-mitted for the owner’s approval underSubparagraph 1.2.3.2. The owner’sapprovals of schematic, design develop-ment and construction documents areimportant milestones that an architect mustachieve before proceeding to the next stepin the development of the design. Failing totimely approve or revoking prior approvalscan seriously impact and delay the designprocess, which may then require a changein services to adjust the schedule and thearchitect’s compensation. By approving sub-missions, however, the owner does notbecome a guarantor of the architect’s ser-vices. The architect remains fully responsi-ble for the professional quality of the archi-tectural services.

This general statement covers many issuesthat will have to be fleshed out in more detailfor each individual project. For example, theowner may obtain the building permit insome jurisdictions through a designatedcontractor or architect. How will that processbe handled and by whom? Often, questionslike this are answered by a detailed supple-ment to this provision that assigns to theowner or architect specific tasks and proce-dures involving governmental authorities inthe place where the project is located.

The architect’s cost-estimating services areongoing and begin with the identification ofproject requirements. The estimated costshould be compared to the owner’s budgetprovided in Clause 1.1.2.5.2 so that dis-crepancies between the two can be dis-cussed and resolved at an early date. Asdesign progresses, the cost estimate shouldbe updated and refined.Under AIA Document B141-1997, the archi-tect is required to advise the owner and

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make appropriate recommendations if thearchitect’s estimate exceeds the owner’sbudget for the cost of the work—that is, theamount stated in Clause 1.1.2.5.2.

If the architect becomes aware of adjust-ments to the preliminary estimate of thecost of the work (based on current area, vol-ume or similar conceptual estimating tech-niques), the architect should inform theowner.

Even if the schematic design estimate isunchanged, the architect may wish to con-firm this, in writing, with the owner.

The architect’s estimate of the cost of thework represents the architect’s judgment asto the price likely to be changed by anoth-er—the contractor. The architect has nocontrol over that price and cannot guaranteeit. It is particularly difficult to estimate costson renovation projects, unusual designs andbuilding types with which the architect is notnormally involved. If greater specificity isrequired, detailed cost estimating servicesmay be retained under Paragraph 2.8.3.Alternatively, the owner may wish to retain acost consultant.

Alternate bid packages allow the architectand owner to include in the bidding docu-

Construction Documents, theArchitect shall update and refine thepreliminary estimate of the Cost of theWork. The Architect shall advise theOwner of any adjustments to previousestimates of the Cost of the Work indi-cated by changes in Project require-ments or general market conditions. Ifat any time the Architect’s esti-mate of the Cost of the Workexceeds the Owner’s budget, theArchitect shall make appropriate rec-ommendations to the Owner to adjustthe Project’s size, quality or budget,and the Owner shall cooperate withthe Architect in making such adjust-ments.

2.1.7.2 Evaluations of the Owner'sbudget for the Project, the preliminaryestimate of the Cost of the Workand updated estimates of the Cost ofthe Work prepared by the Architectrepresent the Architect's judgment asa design professional familiar with theconstruction industry. It is recog-nized, however, that neither theArchitect nor the Owner has con-trol over the cost of labor, materi-als or equipment, over theContractor's competitive bidding,market or negotiating conditions.Accordingly, the Architect cannotand does not warrant or representthat bids or negotiated prices willnot vary from the Owner's budgetfor the Project or from any esti-mate of the Cost of the Work orevaluation prepared or agreed toby the Architect.

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2.1.7.3 In preparing estimates of theCost of the Work, the Architect shall bepermitted to include contingencies fordesign, bidding and price escalation; todetermine what materials, equipment,component systems and types of con-struction are to be included in theContract Documents; to make reason-able adjustments in the scope of theProject and to include in the ContractDocuments alternate bids as may benecessary to adjust the estimated Costof the Work to meet the Owner's bud-get for the Cost of the Work. If anincrease in the Contract Sum occur-ring after execution of the Contractbetween the Owner and theContractor causes the budget for theCost of the Work to be exceeded, thatbudget shall be increased accordingly.

2.1.7.4 If bidding or negotiation hasnot commenced within 90 days afterthe Architect submits theConstruction Documents to the Owner,the budget for the Cost of the Workshall be adjusted to reflect changes inthe general level of prices in the con-struction industry.

2.1.7.5 If the budget for the Cost of theWork is exceeded by the lowest bonafide bid or negotiated proposal, theOwner shall:.1 give written approval of anincrease in the budget for the Cost ofthe Work;.2 authorize rebidding or renego-tiating of the Project within a reason-able time;.3 terminate in accordance withSubparagraph 1.3.8.5; or.4 cooperate in revising theProject scope and quality as requiredto reduce the Cost of the Work.

ments separate items which, were they allpart of a single package, might cause allbids to exceed the owner’s budget. In thatcase, the only fair result would be the elimi-nation of those items and the completerebidding of the work. By use of a base bidand a separate bid on alternates, the ownerand architect can compare the base bid tothe owner’s budget and then accept onlythose alternates which do not result in thetotal contract price exceeding the owner’sbudget.

Even a relatively short delay can have a sig-nificant impact on construction prices. A 90-day grace period is specified here, but ashorter or longer period may be appropriatedepending upon the circumstances.

If bids or proposals come in over budgetand the owner chooses to cooperate with

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the architect in revising the scope and qual-ity of the project, the architect is obligated toredesign for no additional compensation.

A well-thought out program is essential for asuccessful start to a project. It is one of thefirst tasks along with establishing a budgetthat an owner needs to perform.Unfortunately, very few owners fully under-stand the discipline and detail that isinvolved in the development of a profession-al program. In many cases, the owner andarchitect may decide to share this task, andcommission the architect to assist or actual-ly provide the services for developing theprogram.

An architect will ordinarily rely on surveyingservices furnished by the owner, sincearchitects seldom have surveyors on staff toverify the accuracy and completeness ofsuch services. The architect can neverthe-less assist the owner in obtaining or evencoordinating such services, if the owner andarchitect agree to expand the role of thearchitect in these matters.

The architect may wish to suggest AIADocument G601, Land Survey Agreement,for the owner’s review.

2.1.7.6 If the Owner chooses to proceedunder Clause 2.1.7.5.4, the Architect,without additional compensation,shall modify the documents for whichthe Architect is responsible under thisAgreement as necessary to complywith the budget for the Cost of theWork. The modification of such docu-ments shall be the limit of theArchitect's responsibility under thisParagraph 2.1.7. The Architect shallbe entitled to compensation in accor-dance with this Agreement for all ser-vices performed whether or not con-struction is commenced.

ARTICLE 2.2 SUPPORTING SERVICES2.2.1 Unless specifically designatedin Paragraph 2.8.3, the services in thisArticle 2.2 shall be provided by theOwner or the Owner’s consultants andcontractors.

2.2.1.1 The Owner shall furnish aprogram setting forth the Owner’sobjectives, schedule, constraints andcriteria, including space requirementsand relationships, special equipment,systems and site requirements.

2.2.1.2 The Owner shall furnish sur-veys to describe physical characteris-tics, legal limitations and utility loca-tions for the site of the Project, and awritten legal description of the site.The surveys and legal informationshall include, as applicable, grades andlines of streets, alleys, pavements andadjoining property and structures;adjacent drainage; rights-of-way,restrictions, easements, encroach-ments, zoning, deed restrictions,boundaries and contours of the site;locations, dimensions and necessarydata with respect to existing buildings,other improvements and trees; andinformation concerning available utili-ty services and lines, both public and

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private, above and below grade, includ-ing inverts and depths. All the infor-mation on the survey shall be refer-enced to a Project benchmark.

2.2.1.3The Owner shall furnish ser-vices of geotechnical engineerswhich may include but are not limitedto test borings, test pits, determina-tions of soil bearing values, percolationtests, evaluations of hazardous materi-als, ground corrosion tests and resis-tivity tests, including necessary opera-tions for anticipating subsoil condi-tions, with reports and appropriaterecommendations.

ARTICLE 2.3 EVALUATION ANDPLANNING SERVICES2.3.1 The Architect shall provide apreliminary evaluation of the informa-tion furnished by the Owner underthis Agreement, including the Owner'sprogram and schedule requirementsand budget for the Cost of the Work,each in terms of the other. TheArchitect shall review such informa-tion to ascertain that it is consistentwith the requirements of the Projectand shall notify the Owner of anyother information or consultant ser-vices that may be reasonably neededfor the Project.

2.3.2 The Architect shall provide apreliminary evaluation of the Owner'ssite for the Project based on the infor-mation provided by the Owner of siteconditions, and the Owner's program,schedule and budget for the Cost of theWork.

Geotechnical services are ordinarily provid-ed by the owner, though often with theadministration and assistance of the archi-tect. The architect is entitled to rely on theaccuracy and completeness of such ser-vices furnished by the owner. The architectalso has the option of offering geotechnicalservices under Paragraph 2.8.3.

The architect may wish to suggest AIADocument G602, Geotechnical ServicesAgreement, for the owner’s review.

Quality, cost and time are the three key fac-tors that must be balanced again and againduring the development of the project. Theowner and architect will discuss these fac-tors in completing Article 1.1, but often theparties may be uncertain about one or moreof these factors at that time. As the projectbegins, the architect is required underParagraph 2.3.1 to once again analyze thebalance and to make recommendations tothe owner on any corrections or the need forother consultant services.

Every site is unique, and as such, must beevaluated against the desired quality, timeand cost for the project. The site and sitingof a proposed building can have a signifi-cant impact on the project’s feasibility. Forexample, a one-story 200,000 square footwarehouse can be built on high or lowground, on a plain or a hill, and on soil orrock, but cost, delivery time and quality willvary considerably depending upon thechoice of site.

Decisions such as whether to retain a con-struction manager, whether multiple prime

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contracts will be issued and whether theproject will be “fast-tracked” can all affect thefinancial and time requirements of the pro-ject and the architect’s services. These deci-sions will be important in developing a pro-ject schedule, in determining the sequenceof the architect’s design services and inevaluating cost. This review may be used bythe architect to acquaint the owner withother services the architect can offer duringconstruction.

Initially conceived by the owner, a project isgiven shape through the talents of the archi-tect who uses the schematic design docu-ments to show the project’s principalthemes expressed in concrete terms, eventhough on paper, in cardboard modeling orby other representations in CAD. This is acollaborative process between the ownerand architect. It is formalized in the agree-ment through Paragraph 2.1.5, whichrequires the architect to submit thesedesign documents for the owner’s approval.An owner is not obliged to approve thescheme if it fails to match the agreed-uponprogram, budget or time frame for delivery.However, the owner must act in good faithand not arbitrarily reject scheme afterscheme. By approving the schematic designdocuments, the owner does not become theguarantor of the architect’s services. Thearchitect remains fully responsible for theprofessional quality of those services.

Through the design development docu-ments, the architect further refines the con-cepts contained in the approved schematic

2.3.3 The Architect shall review theOwner's proposed method of contract-ing for construction services and shallnotify the Owner of anticipatedimpacts that such method may haveon the Owner's program, financial andtime requirements, and the scope ofthe Project.

ARTICLE 2.4 DESIGN SERVICES2.4.1 The Architect's design servicesshall include normal structural,mechanical and electrical engineeringservices.

2.4.2 SCHEMATIC DESIGN DOCUMENTS2.4.2.1 The Architect shall provideSchematic Design Documents basedon the mutually agreed-upon program,schedule, and budget for the Cost ofthe Work. The documents shall estab-lish the conceptual design of theProject illustrating the scale and rela-tionship of the Project components.The Schematic Design Documentsshall include a conceptual site plan, ifappropriate, and preliminary buildingplans, sections and elevations. At theArchitect's option, the SchematicDesign Documents may includestudy models, perspective sketch-es, electronic modeling or combi-nations of these media. Preliminaryselections of major building systemsand construction materials shall benoted on the drawings or described inwriting.

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2.4.3 DESIGN DEVELOPMENTDOCUMENTS2.4.3.1The Architect shall provideDesign Development Documentsbased on the approved SchematicDesign Documents and updated bud-get for the Cost of the Work. TheDesign Development Documents shallillustrate and describe the refine-ment of the design of the Project,establishing the scope, relation-ships, forms, size and appearanceof the Project by means of plans,sections and elevations, typicalconstruction details, and equip-ment layouts. The DesignDevelopment Documents shall includespecifications that identify majormaterials and systems and establishin general their quality levels.

2.4.4 CONSTRUCTION DOCUMENTS2.4.4.1The Architect shall provideConstruction Documents based onthe approved Design DevelopmentDocuments and updated budget forthe Cost of the Work. The ConstructionDocuments shall set forth in detail therequirements for construction of theProject. The Construction Documentsshall include Drawings andSpecifications that establish in detailthe quality levels of materials and sys-tems required for the Project.

2.4.4.2During the development of the

design documents by adding general infor-mation about the structural, mechanical andelectrical systems of the building. Althoughthe typical design development documentsin some aspects may appear refined, theyare still not specific enough from which tobuild the building. However, they often con-tain sufficient information to obtain a negoti-ated price from a contractor (but not suffi-cient for competitive bidding). For that rea-son, fast-track construction contracts orconstruction manager arrangements willoften initially reference design developmentdocuments as part of the contract docu-ments. This is done in combination with aprovision that mandates their continueddevelopment into construction documentswhich, if properly done, are then later rati-fied by the owner and contractor to super-sede the design development documents.See AIA Document B511 for provisions thatdeal with fast-track construction.

In accordance with Paragraph 2.1.5, theowner’s approval of the design developmentdocuments is a precondition that must beachieved before the architect begins workon the construction documents. When theconstruction documents are completed, theproject documentation will have evolved to ayet higher degree of detail. The architect’sconstruction documents need to containsufficient detail to obtain responsive com-petitive bids and to communicate to thetrades and workers the actual result theowner wants to achieve.

The architect is not party to the owner-con-tractor agreement and should not attempt toact as the owner’s lawyer. The architect can

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inform the owner about customary practicesof the construction industry, and may pro-vide AIA documents for the owner’s review.However, the owner should understand thatthe architect is not providing legal advice.

The architect is a limited agent for the ownerwhile performing these services, within thescope of the authority defined by the owner-architect agreement.

The architect may prepare a checklist forthe owner to assist in the selection of anappropriately qualified contractor. Since thearchitect is not a party to the contractbetween owner and contractor, the ownermust make the ultimate selection of the con-tractor. See AIA Document A305,Contractor’s Qualification Statement, for achecklist of questions for screening poten-tial contractors.

The determination as to whether a particu-lar bid is responsive or a particular bidderresponsible is often a legal matter whichshould be referred by the owner to theowner’s legal counsel.

Construction Documents, theArchitect shall assist the Owner inthe development and preparation of:(1) bidding and procurement informa-tion which describes the time, placeand conditions of bidding; bidding orproposal forms; and the form of agree-ment between the Owner and theContractor; and (2) the Conditions ofthe Contract for Construction(General, Supplementary and otherConditions). The Architect also shallcompile the Project Manual thatincludes the Conditions of theContract for Construction andSpecifications and may include bid-ding requirements and sample forms.

ARTICLE 2.5 CONSTRUCTIONPROCUREMENT SERVICES2.5.1 The Architect shall assist theOwner in obtaining either competitivebids or negotiated proposals and shallassist the Owner in awarding andpreparing contracts for construction.

2.5.2 The Architect shall assist theOwner in establishing a list ofprospective bidders or contrac-tors.

2.5.3 The Architect shall assist theOwner in bid validation or proposalevaluation and determination of thesuccessful bid or proposal, if any. Ifrequested by the Owner, the Architectshall notify all prospective bidders orcontractors of the bid or proposalresults.

2.5.4 COMPETITIVE BIDDING

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2.5.4.1Bidding Documents shall con-sist of bidding requirements, proposedcontract forms, General Conditionsand Supplementary Conditions,Specifications and Drawings.

2.5.4.2 If requested by the Owner, theArchitect shall arrange for procuringthe reproduction of BiddingDocuments for distribution to prospec-tive bidders. The Owner shall paydirectly for the cost of reproduction orshall reimburse the Architect for suchexpenses.

2.5.4.3 If requested by the Owner, theArchitect shall distribute the BiddingDocuments to prospective bidders andrequest their return upon completionof the bidding process. The Architectshall maintain a log of distributionand retrieval, and the amounts ofdeposits, if any, received from andreturned to prospective bidders.

2.5.4.4The Architect shall considerrequests for substitutions, if permit-ted by the Bidding Documents, andshall prepare and distribute addendaidentifying approved substitutions toall prospective bidders.

2.5.4.5The Architect shall participatein or, at the Owner's direction, shallorganize and conduct a pre-bid confer-ence for prospective bidders.

2.5.4.6 The Architect shall prepareresponses to questions from prospec-tive bidders and provide clarificationsand interpretations of the BiddingDocuments to all prospective biddersin the form of addenda.

2.5.4.7The Architect shall participatein or, at the Owner's direction, shallorganize and conduct the opening ofthe bids. The Architect shall subse-quently document and distribute the

Prospective bidders may suggest substitu-tions in order to provide a competitive price.If the architect concludes that a particularsubstitution is appropriate, an addendum tothe bidding documents should be issued toall prospective bidders. This gives all ofthem the opportunity to consider theallowed substitution in determining theirrespective proposed bids.

Addenda may be in written or graphic form,and may modify or interpret the bidding doc-uments by means of additions, deletions,clarifications or corrections. Addendashould not be confused with modifications,which are issued after the contract is exe-cuted.

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If, as a result of negotiations between theowner and contractor, changes are agreedupon to the scope or details of the project,the architect may have to issue an adden-dum revising the construction documents toreflect those changes.

Proposed contractors may suggest substitu-tions in order to provide a competitive price.If the architect concludes that a particularsubstitution is appropriate, an addendum tothe bidding documents should be issued toall prospective contractors. This gives all ofthem the opportunity to consider theallowed substitution in determining theirrespective proposals. Before approval, theowner and architect need to strike a rea-sonable balance between the cost and qual-ity of a proposed substitution.

bidding results, as directed by theOwner.

2.5.5 NEGOTIATED PROPOSALS2.5.5.1 Proposal Documents shallconsist of proposal requirements, pro-posed contract forms, GeneralConditions and SupplementaryConditions, Specifications andDrawings.

2.5.5.2 If requested by the Owner, theArchitect shall arrange for procuringthe reproduction of ProposalDocuments for distribution to prospec-tive contractors. The Owner shall paydirectly for the cost of reproduction orshall reimburse the Architect for suchexpenses.

2.5.5.3 If requested by the Owner, theArchitect shall organize and partici-pate in selection interviews withprospective contractors.

2.5.5.4 The Architect shall considerrequests for substitutions, if permit-ted by the Proposal Documents, andshall prepare and distribute addendaidentifying approved substitutions toall prospective contractors.

2.5.5.5 If requested by the Owner, theArchitect shall assist the Owner dur-ing negotiations with prospective con-tractors. The Architect shall subse-quently prepare a summary report ofthe negotiation results, as directed bythe Owner.

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ARTICLE 2.6 CONTRACTADMINISTRATION SERVICES

2.6.1 GENERAL ADMINISTRATION2.6.1.1The Architect shall provideadministration of the Contractbetween the Owner and theContractor as set forth below and inthe edition of AIA Document A201,General Conditions of the Contract forConstruction, current as of the date ofthis Agreement. Modifications made tothe General Conditions, when adoptedas part of the Contract Documents,shall be enforceable under thisAgreement only to the extent that theyare consistent with this Agreement orapproved in writing by the Architect.

2.6.1.2The Architect's responsibilityto provide the ContractAdministration Services under thisAgreement commences with the awardof the initial Contract for Constructionand terminates at the issuance to theOwner of the final Certificate forPayment. However, the Architectshall be entitled to a Change inServices in accordance withParagraph 2.8.2 when ContractAdministration Services extend 60days after the date of SubstantialCompletion of the Work.

2.6.1.3The Architect shall be a repre-sentative of and shall advise and con-sult with the Owner during the provi-sion of the Contract AdministrationServices. The Architect shall haveauthority to act on behalf of the Owneronly to the extent provided in thisAgreement unless otherwise modifiedby written amendment.

2.6.1.4Duties, responsibilities andlimitations of authority of the

On a project involving contract administra-tion, a major factor influencing the archi-tect’s compensation proposal will be thegeneral conditions, which establish theground rules under which the architect mustoperate to administer the contract. Here,use of AIA Document A201-1997, GeneralConditions of the Contract for Construction,is presumed.

Use of general conditions other than AIADocument A201-1997 may create conflictsand may make it difficult for the architect toperform the obligations enumerated inArticle 2.6. If the owner insists on usingother general conditions and this was notindicated in response to Paragraph 1.1.5,the architect would be entitled to a changein services.

The architect’s obligation to administer thecontract for construction is subject to thetime limits stated here. These time limits donot affect the architect’s obligations underArticle 2.7, however, or other post-construc-tion services that might be agreed to underParagraph 2.8.3.

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During construction, the contractor may beconfronted with ambiguities, omissions orconflicts within the drawings and specifica-tions. The contractor is then obliged to bringthese matters to the attention of the archi-tect. The procedure outlined here enablesthe parties to address these issues in atimely fashion and avoid additional costs.

Note that Subparagraph 2.8.2.2 entitles thearchitect to a change in services forresponding to unnecessary requests forinformation.

Although the architect’s response mayinclude issuance of revised drawings orspecifications, no particular form ofresponse is required. In appropriate circum-stances, the architect’s response may con-sist of selecting among alternatives present-ed by the contractor or a single letter speci-fying the design requirements. If the con-tractor believes that the architect’s responseaffects the contract sum or contract time,the contractor can initiate a request forchange order.

Architect under this Article 2.6 shallnot be restricted, modified or extendedwithout written agreement of theOwner and Architect with consent ofthe Contractor, which consent will notbe unreasonably withheld.

2.6.1.5 The Architect shall reviewproperly prepared, timely requestsby the Contractor for additionalinformation about the ContractDocuments. A properly preparedrequest for additional informationabout the Contract Documents shallbe in a form prepared or approved bythe Architect and shall include adetailed written statement that indi-cates the specific Drawings orSpecifications in need of clarificationand the nature of the clarificationrequested.

2.6.1.6 If deemed appropriate by theArchitect, the Architect shall on theOwner's behalf prepare, reproduce anddistribute supplemental Drawingsand Specifications in response torequests for information by theContractor.

2.6.1.7 The Architect shall interpretand decide matters concerning perfor-mance of the Owner and Contractorunder, and requirements of, theContract Documents on writtenrequest of either the Owner orContractor. The Architect's response tosuch requests shall be made in writingwithin any time limits agreed upon orotherwise with reasonable prompt-ness.

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2.6.1.8 Interpretations and decisionsof the Architect shall be consistentwith the intent of and reasonablyinferable from the ContractDocuments and shall be in writing orin the form of drawings. When makingsuch interpretations and initial deci-sions, the Architect shall endeavor tosecure faithful performance by bothOwner and Contractor, shall not showpartiality to either, and shall not beliable for the results of interpreta-tions or decisions so rendered ingood faith.

2.6.1.9The Architect shall renderinitial decisions on claims, disputesor other matters in question betweenthe Owner and Contractor as providedin the Contract Documents. However,the Architect's decisions on mattersrelating to aesthetic effect shall befinal if consistent with the intentexpressed in the ContractDocuments.

When making decisions under Article 4 ofAIA Document A201-1997, the architect isentitled to the same immunity afforded tojudges and other arbiters so long as thearchitect’s decisions are made in good faith.

The architect is the initial decider of dis-putes between the owner and contractor.Procedures and time limits are set out inArticle 4 of AIA Document A201-1997.

It is not enough for an interpretation or deci-sion to comply with the architect’s designintent in developing the contract documents.The interpretation or decision must be rea-sonably inferable from the documents them-selves. Intentions of the architect that arenot reflected in the contract documents donot bind the contractor, and may give rise toa change order if the contractor is requiredto perform work not reasonably contemplat-ed at the time the agreement with the ownerwas executed.

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The architect’s role is to represent, adviseand consult with the owner to the extentauthorized in this agreement.

This is different from “periodic” visits, a termthat implies definite and equal time intervalsbetween visits regardless of project require-ments. Sound professional judgment shoulddetermine the timing and number of visits tothe site in accordance with the type andnature of the project and other contractualcommitments. If the parties so choose, theymay designate the number of visits underthe schedule of services in Article 2.8.

The architect cannot detect every deviationfrom the contract documents regardless ofthe frequency of the architect’s site visits.However, the architect is required to reportdeviations that are discovered to the owner.

Problems can arise when site visits are lim-ited without regard to project requirements.As a general matter, it is in the best interestof both parties for the architect to beretained and compensated to make what is,in the architect’s judgment, an adequatenumber of site visits.

The architect has no duty to be at the sitefull-time (unless full-time project representa-tion is specifically contracted for), to makedetailed inspections (unless special inspec-tions of subsystems are mandated by theagreement) or to direct the contractor’sworkers. An important goal of the architect’sservices during construction is to representthe owner’s interests by reviewing the con-tractor’s efforts with due professional careand reporting what has been observed. Thisenables the owner to enforce the owner’srights under the contract for construction.

2.6.2 EVALUATIONS OF THEWORK2.6.2.1 The Architect, as a represen-tative of the Owner, shall visit thesite at intervals appropriate to thestage of the Contractor’s opera-tions, or as otherwise agreed by theOwner and the Architect in Article 2.8,(1) to become generally familiar withand to keep the Owner informed aboutthe progress and quality of the portionof the Work completed, (2) to endeav-or to guard the Owner againstdefects and deficiencies in theWork, and (3) to determine in gen-eral if the Work is being per-formed in a manner indicatingthat the Work, when fully complet-ed, will be in accordance with theContract Documents. However,the Architect shall not be requiredto make exhaustive or continuouson-site inspections to check thequality or quantity of the Work.The Architect shall neither have con-trol over or charge of, nor be responsi-ble for, the construction means, meth-ods, techniques, sequences or proce-dures, or for safety precautions andprograms in connection with the Work,since these are solely the Contractor’srights and responsibilities under theContract Documents.

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2.6.2.2 The Architect shall reportto the Owner known deviationsfrom the Contract Documents andfrom the most recent constructionschedule submitted by theContractor. However, the Architectshall not be responsible for theContractor’s failure to performthe Work in accordance with therequirements of the ContractDocuments. The Architect shall beresponsible for the Architect’s negli-gent acts or omissions, but shall nothave control over or charge of andshall not be responsible for acts oromissions of the Contractor,Subcontractors, or their agents oremployees, or of any other persons orentities performing portions of theWork.

2.6.2.3The Architect shall at all timeshave access to the Work wherever it isin preparation or progress.

2.6.2.4 Except as otherwise providedin this Agreement or when direct com-munications have been speciallyauthorized, the Owner shall endeavorto communicate with the Contractorthrough the Architect about mattersarising out of or relating to theContract Documents. Communicationsby and with the Architect's consul-tants shall be through the Architect.

The architect would be well-advised to pre-pare written reports of site visits and givecopies to the owner and, as necessary, thecontractor.

This helps establish the dividing linebetween the architect’s responsibilities andthose of the contractor. This clear allocationof responsibility will help a court or arbiterassess legal responsibility for accidents orconstruction deficiencies, thus protectingthe interests of all participants on the pro-ject.

Clear channels of communication greatlyfacilitate contract administration. The ownershould not give instructions to the contractorwithout getting the architect’s advice on theconsequences these instructions may haveon the design, time and cost. Similarly, theowner and contractor should not communi-cate directly with the architect’s consultantswithout the architect’s knowledge and per-mission.

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While the architect has the express authori-ty to reject non-conforming work, the archi-tect does not have the authority to acceptsuch work. Only the owner has the authori-ty to change the contract requirements byaccepting non-conforming work. If theowner chooses to accept non-conformingwork, that decision should either be docu-mented as a change order or noted at thetime of final payment to avoid later misun-derstandings as to the nature and scope ofthe acceptance.

For example, additional testing of concretecore samples, roof plug samples or anyother items may be critical to implementingthe intent of the contract documents.

Because the architect cannot inspect everyfacet of the contractor’s work, it oftenbecomes desirable to test work which hasbeen covered or enclosed without previousinspection. The ability to order inspectionsincludes the ability to require that work beremoved to allow for inspection. The deci-sion whether the owner or contractor is tobear the expense for the testing or inspec-tion is determined by the results.

It is not the architect’s responsibility toinstruct the contractor with regard to means,methods, techniques, sequences or proce-dures. The architect’s focus is on the results(or probable results) of the contractor’sefforts rather than on the contractor’s way ofachieving them.

2.6.2.5 The Architect shall haveauthority to reject Work that doesnot conform to the ContractDocuments. Whenever the Architectconsiders it necessary or advisable, theArchitect will have authority torequire inspection or testing ofthe Work in accordance with the pro-visions of the Contract Documents,whether or not such Work is fabricat-ed, installed or completed. However,neither this authority of theArchitect nor a decision made ingood faith either to exercise or notto exercise such authority shallgive rise to a duty or responsibili-ty of the Architect to theContractor, Subcontractors, materialand equipment suppliers, their agentsor employees or other persons or enti-ties performing portions of the Work.

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2.6.3 CERTIFICATION OF PAYMENTS TO CONTRACTOR2.6.3.1The Architect shall review andcertify the amounts due theContractor and shall issueCertificates for Payment in suchamounts. The Architect's certificationfor payment shall constitute a repre-sentation to the Owner, based on theArchitect's evaluation of the Work asprovided in Paragraph 2.6.2 and onthe data comprising the Contractor'sApplication for Payment, that theWork has progressed to the point indi-cated and that, to the best of theArchitect's knowledge, informationand belief, the quality of the Work isin accordance with the ContractDocuments. The foregoing represen-tations are subject (1) to an evaluationof the Work for conformance with theContract Documents upon SubstantialCompletion, (2) to results of subse-quent tests and inspections, (3) to cor-rection of minor deviations from theContract Documents prior to comple-tion, and (4) to specific qualifica-tions expressed by the Architect.

2.6.3.2The issuance of a Certificate forPayment shall not be a representationthat the Architect has (1) madeexhaustive or continuous on-siteinspections to check the quality orquantity of the Work, (2) reviewed con-struction means, methods, techniques,sequences or procedures, (3) reviewedcopies of requisitions received fromSubcontractors and material suppliersand other data requested by theOwner to substantiate theContractor's right to payment, or (4)ascertained how or for what purposethe Contractor has used money previ-ously paid on account of the ContractSum.

2.6.3.3The Architect shall maintain arecord of the Contractor's Applications

This certification is based upon the archi-tect’s professional judgment. In exercisingthat judgment, the architect may considerthe extent of completion, the quality of thework and the architect’s evaluations of thecontractor’s application for payment.

The certificates required here are qualifiedas described in this subparagraph (i.e., “tothe best of the Architect’s knowledge, infor-mation and belief”) and in the languagefound in AIA Document G702, Applicationand Certificate for Payment. This languageis quite explicit about what the certificatedoes and does not cover. See AIADocument B511 for model text for a varietyof certificates.

If the work is later found not to conform tothe requirements of the contract documents,the architect may withdraw or revise a previ-ous certificate as necessary to reflect thecurrent status of that work.

In a parallel provision in AIA DocumentA201-1997, the word is all. In AIADocument B141-1997, the word appropriateis used because other consultants retainedby the owner may be involved in specifyingthese criteria.

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If shop drawings meet the requirementsexpressed here, it is appropriate for thearchitect to approve them in those sameterms. Under AIA Document A201-1997,the contractor must obtain such approvalbefore performing the work. Many fabrica-tors and manufacturers refuse to proceedwithout the architect’s approval.

Note that this approval is limited. Also notethe requirements in AIA Document A201-1997 requiring the contractor to review andapprove shop drawings before submittingthem to the architect. The word approve,when used in this carefully defined context,is appropriate. For the architect, the key tomanaging liability in this context is to per-form the architect’s duties carefully and torequire that the contractor perform the con-tractor’s duties just as carefully.

Paragraph 3.12 of AIA Document A201-1997 deals with shop drawings, productdata and samples. A more detailed treat-ment of this very complex subject can befound in the Architect’s Handbook ofProfessional Practice. The Handbook dis-cussion includes sample language for thearchitect’s shop drawing stamp.

The architect must act promptly and dili-gently, but is not expected to act underduress or to pass on matters without suffi-cient time for professional review.

for Payment.

2.6.4 SUBMITTALS 2.6.4.1 The Architect shall reviewand approve or take other appro-priate action upon theContractor's submittals such asShop Drawings, Product Data andSamples, but only for the limitedpurpose of checking for confor-mance with information given andthe design concept expressed inthe Contract Documents. TheArchitect's action shall be takenwith such reasonable promptnessas to cause no delay in the Work orin the activities of the Owner,Contractor or separate contrac-tors, while allowing sufficienttime in the Architect's profession-al judgment to permit adequatereview. Review of such submittals isnot conducted for the purpose of deter-mining the accuracy and completenessof other details such as dimensionsand quantities, or for substantiatinginstructions for installation or perfor-mance of equipment or systems, all ofwhich remain the responsibility of theContractor as required by the ContractDocuments. The Architect's reviewshall not constitute approval of safetyprecautions or, unless otherwisespecifically stated by the Architect, ofany construction means, methods,techniques, sequences or procedures.The Architect's approval of a specificitem shall not indicate approval of anassembly of which the item is a com-ponent.

2.6.4.2 The Architect shall maintain arecord of submittals and copies of sub-mittals supplied by the Contractor inaccordance with the requirements ofthe Contract Documents.

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2.6.4.3 If professional design servicesor certifications by a design profes-sional related to systems, materials orequipment are specifically required ofthe Contractor by the ContractDocuments, the Architect shall specifyappropriate performance and designcriteria that such services must satis-fy. Shop Drawings and other submit-tals related to the Work designed orcertified by the design professionalretained by the Contractor shall bearsuch professional’s written approvalwhen submitted to the Architect. TheArchitect shall be entitled to rely uponthe adequacy, accuracy and complete-ness of the services, certifications orapprovals performed by such designprofessionals.

2.6.5 CHANGES IN THE WORK2.6.5.1The Architect shall prepareChange Orders and ConstructionChange Directives for the Owner'sapproval and execution in accordancewith the Contract Documents. TheArchitect may authorize minorchanges in the Work not involvingan adjustment in Contract Sum or anextension of the Contract Time whichare consistent with the intent of theContract Documents. If necessary, theArchitect shall prepare, reproduce anddistribute Drawings andSpecifications to describe Work to beadded, deleted or modified, as providedin Paragraph 2.8.2.

2.6.5.2The Architect shall reviewproperly prepared, timely requests bythe Owner or Contractor for changesin the Work, including adjustments tothe Contract Sum or Contract Time. Aproperly prepared request for a changein the Work shall be accompanied bysufficient supporting data and infor-mation to permit the Architect to makea reasonable determination without

These certifications may be required whenparts of the project are being provided bythe contractor on a design/build basis. Tocite two examples, mechanical systems andpre-engineered roof trusses are often pro-vided in this fashion. This sentence makes itclear that once the contractor has submittedproper professional certificates to the effectthat performance criteria are being met, thearchitect can rely on these certifications.

In AIA Document A201-1997, the word isall. In the context of AIA Document B141-1997, however, it is recognized that theowner may have retained other consultantswhose efforts must be taken into considera-tion and included in the design and perfor-mance criteria given to the contractor.

Preparing the actual change order or con-struction change directive form is part of thearchitect’s typical administrative services.However, supporting documentation anddata (such as new or revised drawings orspecifications) may constitute a change inservices under Subparagraph 2.8.2.3.

It is generally preferable to have a writtenagreement from the owner, stating agree-ment with the intended order, and a similarwritten agreement from the contractor to theeffect that no change in contract sum orcontract time is required.

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When the owner and contractor do notagree on the adjustment to the contract sumor contract time, the owner and architectmay either abandon the proposed changeor issue a construction change directive.The adjustment to the contract sum or con-tract time will be calculated based upon theactual additional time or cost incurred by thecontractor in carrying out the work required.

Unless otherwise specified, the architectmakes only two inspections—one to deter-mine the date of substantial completion andone to determine the date of final comple-tion of the project.

extensive investigation or preparationof additional drawings or specifica-tions. If the Architect determines thatrequested changes in the Work are notmaterially different from the require-ments of the Contract Documents, theArchitect may issue an order for aminor change in the Work or recom-mend to the Owner that the requestedchange be denied.

2.6.5.3 If the Architect determines thatimplementation of the requestedchanges would result in a materialchange to the Contract that may causean adjustment in the Contract Time orContract Sum, the Architect shallmake a recommendation to the Owner,who may authorize further investiga-tion of such change. Upon such autho-rization, and based upon informationfurnished by the Contractor, if any, theArchitect shall estimate the additionalcost and time that might result fromsuch change, including any additionalcosts attributable to a Change inServices of the Architect. With theOwner's approval, the Architect shallincorporate those estimates into aChange Order or other appropriatedocumentation for the Owner's execu-tion or negotiation with theContractor.

2.6.5.4 The Architect shall maintainrecords relative to changes in theWork.

2.6.6 PROJECT COMPLETION2.6.6.1 The Architect shall conductinspections to determine the date ordates of Substantial Completion andthe date of final completion, shallreceive from the Contractor and for-ward to the Owner, for the Owner'sreview and records, written warrantiesand related documents required by theContract Documents and assembledby the Contractor, and shall issue a

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Inspections are more thorough and compre-hensive than the services provided duringnormal site visits. The word inspection doesnot inherently create liability problems, but itdoes imply a more detailed evaluation.Inspections of special components or sub-systems have become more common as thecomplexity of such items has increased.

Note that this list, sometimes called a“punchlist,” is prepared by the contractorand is only supplemented by the architect.

Such amounts do not become due at sub-stantial completion. Ordinarily, they becomedue at final completion.

Under Subparagraph 9.10.2 of AIADocument A201-1997, the architect is enti-tled to receive these documents from thecontractor. The contractor is responsible forobtaining the documents from the origina-tors of them.

Often the architect can play an importantrole in the owner’s actual use or operation ofthe facility comprising the project. The com-munication inherent in this service may leadto a decision by the owner to retain thearchitect to provide post-occupancy ser-vices in addition to those described inParagraph 2.7.2.

final Certificate for Payment basedupon a final inspection indicating theWork complies with the requirementsof the Contract Documents.

2.6.6.2The Architect’s inspectionshall be conducted with the Owner'sDesignated Representative to checkconformance of the Work with therequirements of the ContractDocuments and to verify the accuracyand completeness of the list submittedby the Contractor of Work to be com-pleted or corrected.

2.6.6.3When the Work is found to besubstantially complete, the Architectshall inform the Owner about the bal-ance of the Contract Sum remaining tobe paid the Contractor, including anyamounts needed to pay for finalcompletion or correction of theWork.

2.6.6.4The Architect shall receivefrom the Contractor and forward tothe Owner: (1) consent of surety orsureties, if any, to reduction in orpartial release of retainage or themaking of final payment and (2)affidavits, receipts, releases andwaivers of liens or bonds indemni-fying the Owner against liens.

ARTICLE 2.7 FACILITY OPERATION SERVICES2.7.1 The Architect shall meet withthe Owner or the Owner's DesignatedRepresentative promptly afterSubstantial Completion to review theneed for facility operation services.

2.7.2 Upon request of the Owner, and

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No design can contemplate every conceiv-able problem inherent in the actual use oroperation of the facility. Often the architectcan address operational difficulties by sug-gesting minor design or constructionchanges that will enhance the owner’s satis-faction with the project. Here again, the rec-ommendations may lead to other serviceswhich may be offered by the architect.

Experience has shown that certain contractadministration services are a potential drainon the architect’s resources. Limiting thenumber of these services can permit moreaccurate pricing of these services for thebenefit of both parties. If the architect isrequired by conditions outside of the archi-tect’s control to provide more frequent ser-vices than listed, the architect is entitled to achange in services. Specifying the frequen-cy of services eliminates the need to includecontingencies in the architect’s compensa-tion.

Architects often incur extra expense whenrequired submittals are not furnished by thecontractor in the agreed-upon sequence.

prior to the expiration of one year fromthe date of Substantial Completion,the Architect shall conduct a meetingwith the Owner and the Owner'sDesignated Representative to reviewthe facility operations and perfor-mance and to make appropriate rec-ommendations to the Owner.

ARTICLE 2.8 SCHEDULE OFSERVICES2.8.1 Design and ContractAdministration Services beyondthe following limits shall be providedby the Architect as a Change inServices in accordance with Paragraph1.3.3:.1 up to ( ) reviews of eachShop Drawing, Product Data item,sample and similar submittal of theContractor..2 up to ( ) visits to the siteby the Architect over the duration ofthe Project during construction..3 up to ( ) inspections forany portion of the Work to determinewhether such portion of the Work issubstantially complete in accordancewith the requirements of the ContractDocuments..4 up to ( ) inspections forany portion of the Work to determinefinal completion.

2.8.2 The following Design andContract Administration Servicesshall be provided by the Architect as aChange in Services in accordance withParagraph 1.3.3:.1 review of a Contractor's sub-mittal out of sequence from the sub-mittal schedule agreed to by theArchitect;.2 responses to the Contractor’srequests for information where suchinformation is available to theContractor from a careful study andcomparison of the ContractDocuments, field conditions, other

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Many services related to change orders andconstruction change directives, includingpreparation of additional drawings, specifi-cations and other data, are typicallyrequired due to circumstances beyond thearchitect’s control. These services representan additional demand on the architect’sresources. Therefore, except for preparationof the actual change order or constructionchange directive, they are treated as achange in services, entitling the architect toadditional compensation.

This subparagraph reinforces the secondsentence in Subparagraph 2.6.1.2: after thispoint, contract administration services areto be compensated as a change in servicesif authorized or confirmed in writing by theowner.

It is generally in everyone’s best interest tohave the architect remain involved with theproject until final completion.

Owner-provided information,Contractor-prepared coordinationdrawings, or prior Project correspon-dence or documentation;.3 Change Orders andConstruction Change Directivesrequiring evaluation of proposals,including the preparation or revisionof Instruments of Service;.4 providing consultation concern-ing replacement of Work resultingfrom fire or other cause during con-struction;.5 evaluation of an extensivenumber of claims submitted by theOwner's consultants, the Contractor orothers in connection with the Work;.6 evaluation of substitutions pro-posed by the Owner's consultants orcontractors and making subsequentrevisions to Instruments of Serviceresulting therefrom;.7 preparation of design and docu-mentation for alternate bid or propos-al requests proposed by the Owner; or.8 Contract AdministrationServices provided 60 days after thedate of Substantial Completion of theWork.

2.8.3 The Architect shall furnish orprovide the following services only ifspecifically designated:

Location of Service

Services Responsibility Description(Architect, Owneror Not Provided)

.1 Programming

.2 Land Survey Services

.3 Geotechnical Services

.4 Space Schematics/Flow Diagrams

.5 Existing Facilities Surveys

.6 Economic Feasibility Studies

.7 Site Analysis and Selection

.8 Environmental Studies and Reports

.9 Owner-Supplied Data Coordination

.10 Schedule Development and

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Monitoring.11 Civil Design.12 Landscape Design.13 Interior Design.14 Special Bidding or Negotiation.15 Value Analysis.16 Detailed Cost Estimating.17 On-Site Project Representation.18 Construction Management.19 Start-Up Assistance.20 Record Drawings.21 Post-Contract Evaluation.22 Tenant-Re.lated Services.23.24.25

Description of Services.(Insert descriptions of the services des-ignated.)

ARTICLE 2.9 MODIFICATIONS2.9.1 Modifications to this StandardForm of Architect’s Services: Designand Contract Administration, if any,are as follows:

By its execution, this Standard Formof Architect’s Services: Design andContract Administration and modifica-tions hereto are incorporated into theStandard Form of Agreement Betweenthe Owner and Architect, AIADocument B141-1997, that wasentered into by the parties as of thedate:

OWNER (Signature)(Printed name and title)

ARCHITECT (Signature)(Printed name and title)

CAUTION: You should sign an origi-nal AIA document or a licensed repro-duction. Originals contain the AIA logoprinted in red; licensed reproductionsare those produced in accordance withthe Instructions to this document.

All commentary contained herein is copyright © 1999 by The AmericanInstitute of Architects. All rights reserved. Printed in the United States ofAmerica. No part of this publication may be reproduced, stored in aretrieval system, or transmitted, in any form or by any means, electron-ic, mechanical, photocopying, recording, or otherwise, without the priorwritten permission of The American Institute of Architects.

AIA Document B141 is copyright 1917, 1926, 1948, 1951, 1953, 1958,1961, 1963, 1966, 1967, 1970, 1974, 1977, 1987, © 1997 by TheAmerican Institute of Architects. Reproduction of the material herein orsubstantial quotation of its provisions without written permission of theAIA violates the copyright laws of the United States and will subject theviolator to legal prosecution.

This publication should not be understood to offer legal or other profes-sional service. If legal advice or other expert assistance is required, theservices of a competent professional person should be sought.

The American Institute of Architects, 1735 New York Ave., N.W.,Washington, D.C. 20006.