Instructions: F301™–2024, Standard Form of Agreement Between Client and Consultant

Synopsis.

AIA Document F301™–2024 is a standard form of agreement between client and consultant that contains terms and conditions, including those related to copyrights and licenses, claims and disputes, termination or suspension, and compensation. F301 may be used to hire a variety of types of consultants to perform services on an existing facility or facilities. For example, F301 may be used to hire a facility manager or property manager. It may also be used to hire an architect to perform a facility condition assessment or existing building inventory, or to perform other design services, such as space planning or move management planning. It may also be used to hire a structural engineer to perform a variety of services on an existing facility, such as structural inspections, roof inspections, or façade inspections.

F301 does not include a scope of consultant’s services, which must be inserted in Article 3 or attached as an exhibit. Separation of the scope of services from the client/consultant agreement allows users the freedom to append alternative scopes of services. AIA scopes of services documents that may be paired with F301 include AIA Document F311™-2024, Standard Form of Consultant’s Services: Facility Condition Assessment.

Related Documents.

AIA Contract Document F301-2024 is part of the Facility Management family of documents, which consists of the following documents:

F101™-2023, Master Maintenance Agreement

F201™-2023, Work Order for As-Needed Maintenance Work

F202™-2023, Work Order for Ongoing Maintenance Work

F102™-2023, Maintenance Agreement for As Needed Maintenance Work 

F103™-2023, Maintenance Agreement for Ongoing Maintenance Work 

F104™-2024, Purchase Order

F301™-2024, Standard Form of Agreement Between Client and Consultant

F311™-2024, Standard Form of Consultant’s Services: Facility Condition Assessment

F701™-2023, Amendment to a Maintenance Agreement or Work Order Contract

F702™-2023, Invoice for Maintenance Work

F703™-2023, Request for Certificate of Insurance

F704™-2023, Status Report for Maintenance Work

F705™-2024, Authorization to Proceed with Early Release Work

F706™-2024, Request for Information (RFI)

When to Use / Purpose.

F301 may be used to hire a variety of types of consultants to perform services on an existing facility or facilities. For example, F301 may be used to hire a facility manager or property manager. It may also be used to hire an architect to perform a facility condition assessment or existing building inventory, or to perform other design services, such as space planning or move management planning. It may also be used to hire a structural engineer to perform a variety of services on an existing facility, such as structural inspections, roof inspections, or façade inspections. F301 does not include a scope of consultant’s services, which must be inserted in Article 3 or attached as an exhibit.

Instructions. Completing F301-2024.

Cover Page

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. Identify the facility or facilities to which services will be provided under this Agreement. If services will be provided on one facility, insert the name, location, and detailed description (such as an address or legal description) for that facility. If services will be provided on multiple facilities, insert the name, location, and detailed description of each facility.

Article 1   Initial Information

§ 1.1.1 Identify or describe pertinent information about the Facilities’ physical characteristics. This could include the square footage, number of stories, location, or other information.  

§ 1.1.2 Insert the name, title, and other identifying information of the individual authorized to act on the Client’s behalf with respect to this Agreement.

§ 1.1.3 Identify all consultants that the Client will hire in furtherance of the services performed under this Agreement.

§ 1.1.4 Insert the name, title, and other identifying information of the individual authorized to act on the Consultant’s behalf with respect to this Agreement.

§ 1.1.5 Identify all consultants and contractors that the Consultant will hire in furtherance of the services performed under this Agreement.

§ 1.1.6 List below other initial information that will affect the Consultant’s performance under this Agreement. 

Article 2   Consultant’s Responsibilities

§ 2.5.1 Indicate the applicable coverage limits for the Consultant’s commercial general liability insurance coverage.

§ 2.5.2 Indicate the applicable coverage limits for the Consultant’s automobile liability coverage.

§ 2.5.5 Indicate the applicable coverage limits for the Consultant’s employer’s liability coverage.

§ 2.5.6 Indicate the applicable coverage limits for the Consultant’s professional liability coverage.

Article 3   Scope of Consultant’s Basic Services

§ 3.1 Insert a detailed description of the Consultant’s scope of services. Alternatively, identify an exhibit or scope of services document setting forth the Consultant’s scope of services. If an exhibit or scope of services is identified in this section, it should also be listed in Section 12.2.

Article 4 Additional Services

§ 4.3 The Consultant enters into this Agreement with the expectation that the services identified in this Agreement will be completed within a certain amount of time. The Consultant should insert a number into this Section representing the outer limit of months within which they expect to perform these services. If the services are not completed with this amount of time, through no fault of the Consultant, extension of the Consultant’s services beyond that time shall be compensated as Additional Services.

Article 7   Claims and Disputes.

§ 7.2.4 Select from three choices of binding dispute resolution: (1) arbitration, (2) litigation or (3) another method that the parties 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 free online at www.adr.org.

Article 8   Termination or Suspension.

§ 8.7.1 Insert the Termination Fee, or method for calculating the Termination Fee, if the Client terminates this Agreement for convenience pursuant to Section 8.5. Note that this Termination Fee is in addition to any amounts paid under Section 8.6.  

§ 8.7.2 Insert the Licensing Fee if the Client intends to continue using the Consultant’s Instruments of Service following Termination. The Licensing Fee is in addition to any amounts paid under Section 8.7.1 and any amounts paid under Section 8.6.

Article 10   Compensation

§ 10.1 Insert the basis of compensation for the Consultant’s services as described in Article 2 and 3. If the parties do not intend to utilize a stipulated sum method, Section 10.1 allows the parties to identify another basis of compensation. There are a number of other methods for computing compensation for consulting services. Four of these methods are time-based, reflecting in different ways the time spent by the Consultant:

Multiple of Direct Salary Expense, in which direct salaries of designated personnel are multiplied by a factor representing benefits, overhead, and profit.

Multiple of Direct Personnel Expense, in which the salaries plus benefits of designated personnel are multiplied by a factor representing overhead and profit.

Professional Fee Plus Expenses, in which the salaries, benefits, and overhead of designated personnel are the expense and the fee may be a multiplier, percentage, or lump sum representing profit.

Hourly Billing Rates, in which salaries, benefits, overhead and profit are included in the rate for designated personnel.

Other methods, while they may be indirectly related to time expended, do not use time as a factor in the calculation:

Square Footage, in which the square footage of the facility is multiplied by a pricing factor.

Unit Cost, in which the number of certain units such as rooms, acres, etc., is multiplied by a pricing factor.

AIA Contract Documents makes no recommendation as to the appropriateness of any of these methods of compensation, nor does AIA Contract Documents suggest that the foregoing list includes all methods that are possible, practical, or in actual use. The use of any of the compensation methods described above, singly or in combination with other methods, is a business decision for the Client and Consultant. Further, AIA Contract Documents makes no recommendations and has no guidelines or schedules that specify the amount of compensation a consultant should be paid.

Sample language is provided below for several of the most widely used methods of compensation.

If a Multiple of Direct Salary Expense is used, include multipliers using words and numerals in the following insert:

Compensation for services rendered by principals and employees shall be based on a multiple of ________ (__) times Direct Salary Expense, which shall be defined as the direct salaries of the Consultant’s personnel engaged on the Facilities excluding any costs of mandatory or customary contributions and benefits. Compensation for services rendered by sub-consultants shall be based on a multiple of ________ (__) times the amounts billed by sub-consultants.

If a Multiple of Direct Personnel Expense is used, include multipliers using words and numerals in the following insert:

Compensation for services rendered by principals and employees shall be based on a multiple of ________ (__) times Direct Personnel Expense. Compensation for services rendered by sub-consultants shall be based on a multiple of ________ (__) times the amounts billed by sub-consultants.

If a Professional Fee Plus Expenses is to be used, include the dollar figure and the appropriate multipliers (using words and numerals) in the following insert:

Compensation shall be a Fixed Fee of ________ ($__) plus a multiple of ________ (__) times Direct Personnel Expense. Compensation for services rendered by sub-consultants shall be based on a multiple of ________ (__) times the amounts billed by sub-consultants.

Alternatively, the fee (representing profit) may be calculated as a multiplier or percentage.

If Hourly Billing Rates are used, include the cumulative amount for salary, benefits, overhead and profit to fix each rate using words and numerals in the following insert:

Compensation for services rendered by Principals and employees shall be based upon the hourly billing rates set forth below:

1. Principals’ time at the fixed rate of ________ ($__) per hour. For the purposes of this Agreement, the Principals are: (List Principals, such as owners, partners, corporate officers, and participating associates.)

2. Supervisory time at the fixed rate of ________ ($__) per hour. For the purposes of this Agreement, supervisory personnel include: (List managerial personnel by name or job title, such as general manager, department head, or project manager.)

3. Technical Level I time at the fixed rate of ________ ($__) per hour. For the purposes of this Agreement, Technical Level I personnel include: (List those personnel by name or job title who are highly skilled specialists, such as job captains, senior designers, senior drafters, senior planners, senior specifiers, or senior construction administrators.)

4. Technical Level II time at the fixed rate of ________ ($__) per hour. For the purposes of this Agreement, Technical Level II personnel include: (List those personnel by name or job title who hold intermediate-level positions relative to Technical Level I, such as professionals awaiting licensure and managers of clerical staff.)

5. Technical Level III and clerical personnel time at the fixed rate of ________ ($__) per hour. For the purposes of this Agreement, Technical Level III and clerical personnel include: (List those personnel by name or job title who occupy junior-level positions, such as word processor or office assistant.)

6. Compensation for services rendered by sub-consultants shall be based on a multiple of ________ (__) times the amounts billed by sub-consultants.

No sample language is provided for compensation based on square footage or unit cost. Parties choosing one or more of these methods should craft their own language.

Article 11 Special Terms and Conditions

Insert other terms and conditions or refer to attachment(s) that contain them.

Article 12 Attachments

§ 12.2.2 Identify other exhibits incorporated into this Agreement, including any exhibits and scopes of services identified as exhibits in Section 3.1.

§ 12.2.3 Identify other documents, if any included in this Agreement.

EXECUTING THE AGREEMENT

The persons executing AIA Contract Document F301–2024 should indicate the capacity in which they are acting (i.e., president, secretary, partner, etc.) and the authority under which they are executing the master agreement. Where appropriate, a copy of the resolution authorizing the individual to act on behalf of the firm or entity should be attached.

Notes.

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 ACD Operations, LLC. 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.

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