Content.
Changes from the previous edition
Dispute Resolution—Mediation and Arbitration
Synopsis.
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 use and execution of a document, see its instructions »
Purpose.
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. Examples of these services include but are not limited to, modeling, planning, feasibility studies, post-occupancy studies, specification writing, kitchen design, hardware schedules, elevators, lighting, fire protection, security systems, and carpet carvers. A change to this document is that it “flows down” only the copyrights and licenses and payment provisions of the prime agreement. C402–2018 replaces AIA Document C727™– 1992.
If the parties will incorporate all terms of the Prime Agreement and involve the Consultant in the construction phase, AIA Document C401™–2017, Standard Form of Agreement Between Architect and Consultant should be used. C401 is also appropriate for Consultants who provide the usual and customary mechanical, electrical, and structural engineering services. Additionally, C401 is available for Consultants who engage Subconsultants.
Related documents.
AIA Documents B101™–2017, Agreement Between Owner and Architect, and B103™–2017, Agreement Between Owner and Architect for a Complex Project, are the agreements most frequently used to establish the Prime Agreement, but other Owner-Architect agreements may also serve as the Prime Agreement. Before transmitting Instruments of Service or other information in digital form, parties should establish protocols for that transmission.
Changes from the previous edition.
AIA Document C402–2018 contains a number of changes from AIA Document C727–1992. Many of the changes were made to be consistent with changes made in AIA Document B101–2017 and C401-2017. Described below are highlights of major changes in C402–2018, Standard Form of Agreement Between Architect and Consultant for Special Services.
A Table of Articles has been added.
Article 1 – General Provisions
§ 1.1 This new section establishes that the Prime Agreement applies only when specifically referenced in this Agreement.
§ 1.2 This new section requires the parties to insert protocols for transmitting Instruments of Service or other data in digital form. This section requires the development of protocols for the transmission of Instruments of Service or other data in digital form.
Article 2 – Consultant’s Responsibilities
§ 2.1 This new provision provides the applicable standard of care under which the Consultant shall perform its services. It differs from C401-2017 in that it omits the enhanced standard of care language, which provides that if a standard of care in the Prime Agreement differs from that in C401, the Consultant shall follow the standard of care in the Prime Agreement.
§ 2.2 This new section requires the Consultant to be licensed if the jurisdiction where the Project is located requires it.
Article 5 – Architect’s Responsibilities
§ 5.4 The Architect is required to provide the Consultant with information needed by the Consultant to evaluate, give notice of, or enforce lien rights.
Article 8 – Termination or Suspension
§ 8.4 One Year Termination. This new section clarifies that termination of this Agreement is one year from the date of Substantial Completion, unless otherwise stated in the Agreement. However, the terms and conditions of Article 7 Copyrights and Licenses, will survive Termination of the Agreement.
Dispute Resolution—Mediation and Arbitration.
This document contains provisions for mediation and arbitration of claims and disputes. Mediation is a non-binding process but is mandatory under the terms of this agreement. Arbitration may be mandatory under the terms of this agreement. Arbitration is binding in most states and under the Federal Arbitration Act. In a minority of states, arbitration provisions relating to future disputes are not enforceable but the parties may agree to arbitrate after the dispute arises. Even in those states, under certain circumstances (for example, in a transaction involving interstate commerce), arbitration provisions may be enforceable under the Federal Arbitration Act.
The AIA does not administer dispute resolution processes. To submit disputes to mediation or arbitration or to obtain copies of the applicable mediation or arbitration rules, contact the American Arbitration Association at (800) 778-7879 or visit the website at adr.org.