AIA Document C402–2018 is intended for Consultant’s services that are limited in scope and/or do not extend to the construction phase of the Project. C402 is appropriate for specialized service descriptions, such as modeling, planning, feasibility studies, post-occupancy studies, specification writing, kitchen design, hardware schedules, elevators, lighting, fire protection, security systems, and carpet carvers. AIA Document C402–2018 provides only the terms and conditions of the agreement between the architect and the consultant. The description of services is left entirely to the parties and must be inserted in the agreement or attached in an exhibit. This Agreement “flows down” only the copyrights and licenses and progress payment provisions of the prime agreement. For all document details and a record of changes, see the summary »
Date. The date represents the date the Agreement becomes effective. It may be the date that an original oral agreement was reached, the date the Agreement was originally submitted to the Architect, the date authorizing action was taken or the date of actual execution. Professional services should not be performed prior to the effective date of the Agreement.
Parties. Parties to this 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. The Consultant’s Discipline should be described and identifying information about the Consultant’s and Architect’s Designated Representatives should be provided.
Owner. The name and address of the Owner should be the same as used on the Prime Agreement.
Project. The proposed Project should be described in sufficient detail to identify (1) the official name or title of the facility; (2) the location of the site; (3) the proposed building usage; and (4) the size, capacity or scope of the Project.
Article 2 – Consultant’s Responsibilities
§ 2.8 The Consultant’s required insurance is now addressed here, as part of its responsibilities. The parties are to set forth the types and limits of insurance the Consultant is required to carry. Types of insurance include, but are not limited to, General Liability, Automobile Liability, Workers’ Compensation, and Professional Liability.
Article 3 – Scope of Consultant’s Services
Insert a detailed description, or attach an exhibit, of the services the Consultant will provide.
Article 6 – Copyrights and Licenses
§ 6.4 The Consultant and the Architect are deemed the authors and owners of their respective Instruments of Service, and they retain all common law and statutory rights, including copyright. They grant each other a nonexclusive license to use the Instruments of Service in the same manner established in the Prime Agreement. Through this flow down, the Owner receives a nonexclusive license to use the Consultant’s Instruments of Service for constructing, using, maintaining, altering, and adding to the Project.
§ 6.4.1 If the Architect uses the Instruments of Services without retaining the author of the Instruments of Service, the Architect releases and indemnifies the Consultant for claims and causes of action arising from such uses.
Article 7 – Claims and Disputes
§ 7.1 Mediation is a condition precedent to any form of binding dispute resolution.
§ 7.2 For disputes not resolved through mediation, the parties are required to select from three choices of binding dispute resolution: (1) arbitration, (2) litigation, or (3) another method that they must identify. Other types of dispute resolution include a dispute resolution board or a mini-trial. For additional information about other methods of dispute resolution, refer to The Construction Industry’s Guide to Dispute Avoidance and Resolution or visit adr.org for more information.
Article 10 – Compensation
§ 10.1 Insert the basis of compensation for the Consultant’s Services.
§ 10.3 Insert a list of expenses for which the Architect will reimburse the Consultant.
§ 10.4.2 This provision refers to the Prime Agreement for progress payment terms, such as frequency of payment, that flow down to the Consultant.
Article 11 – Special Terms and Conditions
Insert any modification to the standard text of the document, if the modifications are not otherwise inserted elsewhere in the document.
Executing the agreement.
The persons executing the Agreement 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.
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.
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.