AIA Document F102™–2023 is a maintenance agreement between a client and a maintenance contractor to perform as needed maintenance work. It is intended for use when the parties wish to include both the terms and the scope in a standalone agreement. As needed maintenance work includes work associated with building repair, or simple building improvements (e.g., roof repairs, façade painting, parking lot striping, HVAC repairs, small building upgrades, or tenant improvements). The F102-2023 prompts the parties to include both the terms and the scope of the maintenance work.
Date. The date represents the date the Agreement becomes effective. It may be the date an original oral agreement was reached, the date the agreement was originally submitted to the Client, the date authorizing action was taken or the date of actual execution.
Parties. Parties to the Agreement should be identified using the full address and legal name under which the Agreement is to be executed, including a designation of the legal status of both parties (sole proprietorship, partnership, joint venture, unincorporated association, limited partnership or corporation [general, limited liability, closed or professional], etc.). Where appropriate, a copy of the resolution authorizing the individual to act on behalf of the firm or entity should be attached. Other information may be added, such as telephone numbers and electronic addresses.
Facilities. Insert the official name or title and location of the building(s), structure(s), or site(s) where the maintenance work will be performed.
Article 1 Maintenance Work and Party Representatives
- 1.1.2 Describe the scope of the Maintenance Work the Contractor will perform, including objectives, deliverables and specific work activities. Additionally, list any exhibits, attachments, drawings or specifications that describe the Maintenance Work.
- 1.1.3 Insert the calendar date for commencement and completion of the Maintenance Work.
- 1.1.4 If applicable, insert any provisions for liquidated damages relating to failure to complete on time. Liquidated damages are not a penalty to be inflicted on the Contractor, but must bear an actual and reasonably estimable relationship to the Client’s loss if the maintenance work is not completed on time. If liquidated damages are to be assessed because delayed construction will result in actual loss to the Client, the amount of damages due for each day lost should be entered here. Factors such as confidentiality or the need to inform subcontractors about the amount of liquidated damages will help determine the placement of such language.
If a provision for liquidated damages is included, it should be carefully drafted by the Client’s attorney. Such a provision may be based on the following sample language:
The Contractor and the Contractor’s surety, if any, shall be liable for and shall pay the Client the sums hereinafter stipulated as liquidated damages for each calendar day of delay until the Maintenance Work is complete: ________ ($__).
- 1.2.1 Insert the name, title and other identifying information of the individual authorized to act on the Client’s behalf with respect to this Agreement.
- 1.2.2 Insert the name, title and other identifying information of the individual authorized to act on the Contractor’s behalf with respect to this Agreement.
Article 2 Compensation
- 2.1 Enter the compensation amount to the Contractor. Additionally, if payment timing will be different from what is set forth in Section 3.1, insert timing for payments.
- 2.2 Unless another person is identified in this section, the Contractor will submit invoices to the Client’s representative.
- 2.3 Insert the percentage or amount of retainage, if any, to be withheld.
Article 3 Payment Terms
- 3.4 Enter any agreed-upon interest rate for overdue payments. Use the first fill point to insert the number for the interest percentage, and the second fill point to enter the duration upon which the interest will be calculated (e.g., per annum, yearly, or monthly, etc.).
Article 4 Insurance
- 4.1 Contractor’s Insurance
- 4.1.2 Indicate the applicable coverage limits for the Contractor’s commercial general liability insurance coverage.
- 4.1.3 Indicate the applicable coverage limits for the Contractor’s automobile liability coverage.
- 4.1.5 Indicate the applicable coverage limits for the Contractor’s employer’s liability coverage.
- 4.1.6 If the Contractor will be required to purchase and maintain other insurance or bonds, list the insurance coverage type or bond type, and any applicable insurance coverage limit or penal sum of the bond.
- 4.2 Client’s Insurance
- 4.2.2 If the Client will be required to purchase and maintain other insurance beyond the Client’s usual liability insurance and property insurance, list the type of coverage and any applicable coverage limits.
Article 5 Client
- 5.1.1 Identify the access requirements to the Facilities where the Contractor will perform the Maintenance Work.
- 5.1.2 Identify the schedule requirements related to the Contractor’s performance of the Maintenance Work, including restrictions to perform the Maintenance Work during certain hours or on certain days of the week.
Article 7 Miscellaneous Provisions
- 7.3 Insert the jurisdiction whose laws will govern this Agreement. The Client and Contractor should consult local authorities or an attorney to understand the jurisdiction appropriate for the Agreement.
- 7.5 Insert the requirements for delivering notice in electronic form such as the name, title, and email address of the recipient and whether the system will be required to generate a read receipt (recommended).
Article 9 Other Terms and Conditions
Insert other terms and conditions or refer to attachment(s) that contain them.
Article 10 Attachments
List any attachment(s) included in the Agreement.
Executing the Agreement
The persons executing AIA Document F102–2023 should indicate the capacity in which they are acting (i.e., president, secretary, partner, etc.) and the authority under which they are executing the agreement. Where appropriate, a copy of the resolution authorizing the individual to act on behalf of the firm or entity should be attached.
Dispute Resolution. In order to maintain the condensed nature of this document, arbitration and other ADR provisions are omitted, but the parties may include them under Article 9. Even if not included in the agreement, the parties may agree to use ADR methods to resolve disputes instead of filing claims in court. For information about various methods of dispute resolution, refer to The Construction Industry’s Guide to Dispute Avoidance and Resolution, free online at https://www.adr.org/.
Use of Non-AIA Forms. If a combination of AIA contract documents and non-AIA contract documents is to be used, particular care must be taken to achieve consistency of language and intent among documents.
Reproductions. This document is a copyrighted work and may not be reproduced or excerpted from without the express written permission of the AIA. There is no implied permission to reproduce this document, nor does membership in The American Institute of Architects confer any further rights to reproduce this document. For more information, see the document footer and the AIA Contract Documents® Terms of Service.
Modifications. Particularly with respect to professional or contractor licensing laws, building codes, taxes, monetary and interest charges, arbitration, indemnification, format and font size, AIA Contract Documents may require modification to comply with state or local laws. Users are encouraged to consult an attorney before completing or modifying a document.