Synopsis.
AIA Document A135™–2024, Standard Form of Agreement Between Owner and Construction Manager as Constructor for Collaborative Project Delivery where the basis of payment is the Cost of the Work Plus a Fee with a Guaranteed Maximum Price, and AIA Document B135™–2024, Standard Form Agreement Between Owner and Architect for Collaborative Project Delivery, Construction Manager as Constructor Edition, are intended for use where the parties wish to engage in a more collaborative process than is common in traditional delivery methods. The philosophy behind these documents is to optimize the expertise of the owner, construction manager, and architect throughout the preconstruction and design phases, as well as the construction phase, to the benefit of all and the success of the project through enhanced collaboration. A135 and B135 use the same basic structure and compensation methods as in the standard AIA Construction Manager as Constructor documents while incorporating some IPD principles, such as team management and open communications, to provide the option for more collaboration throughout the project.
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Purpose.
In AIA Document A135-2024, the Construction Manager provides preconstruction services and construction of the project. Throughout the preconstruction and construction phases, A135 is coordinated with B135 to provide a collaborative process where the owner, construction manager, and architect work closely to achieve the project goals. As in A133-2019, the Construction Manager provides the Owner with a Guaranteed Maximum Price proposal which the Owner may accept, reject, or choose to negotiate. Upon the Owner’s acceptance of the proposal by execution of the Guaranteed Maximum Price Amendment (Exhibit A), the Construction Manager becomes contractually bound to provide labor and materials for the Project and to complete construction at or below the guaranteed maximum price The Construction Manager’s services under this document are divided into two parts: Preconstruction Services and Construction Phase, portions of which may proceed concurrently. A135-2024 also includes an Insurance and Bonds Exhibit (Exhibit B), which is a critical part of the agreement, and should be discussed with legal and insurance counsel.
Related Documents.
AIA Document A135–2024 is intended for use in conjunction with the following documents:
AIA Document A201™–2017, General Conditions of the Contract for Construction. NOTE: As stated in Section 3.3 of this document, A201–2017 is adopted only to a limited extent for Preconstruction Phase services; whereas, during Construction Phase services, A201–2017 is generally incorporated into this document, unless specific exceptions are made in this document or by amendment to the Agreement.
AIA Document B135™–2024, Standard Form of Agreement Between Owner and Architect for a Collaborative Project, Construction Manager as Constructor Edition.
Insurance and Bonds. Exhibit B, Insurance and Bonds, forms an integral part of AIA Document A135–2024 and allows the parties to establish key insurance terms related to the Project. Failure to use AIA Document A135–2024 Exhibit B could result in the parties having little or no insurance coverage to respond to a loss or third party claim related to the Project. The AIA encourages you to discuss AIA Document A135–2024 Exhibit B, along with Article 11 of AIA Document A201–2017, with your insurance broker and legal counsel so that insurance appropriate to your company and Project can be put in place before the start of construction.
CHANGES FROM THE PREVIOUS EDITION.
AIA Document A135–2024 is based on AIA Document A133™–2019 but has additions and modifications to provide a process for greater collaboration between the Project participants. It incorporates alterations proposed by architects, construction managers, owners, and professional consultants. The following are some of the significant changes made in A135 to the underlying language of A133–2019. For a more detailed discussion of the development of the Collaborative Projects Documents and the revisions made to the underlying documents, please see Guide to Collaborative Projects Documents at ____________ (insert link to Guide or web site).
Throughout. References in A135–2024 to the General Conditions refer specifically to A201–2017.
Article 1 Purpose and Initial Information
A Purpose section has been added to Article 1, which states the agreement of the Owner, Construction Manager, and Architect to plan, design, and construct the Project in a collaborative manner, and to use collaborative technologies, such as building information modeling.
Article 2 Management of the Project
This article provides for the appointment of a Project Management Team, consisting of one individual each named by the Owner, Construction Manager, and Architect. Fill points are provided for this purpose.
The article enumerates the responsibilities of the Project Management Team, including responsibility for day-to-day management of the Project, establishing procedures and processes necessary to achieve Project goals, and developing a meeting schedule and communication protocols.
Article 4 Construction Manager’s Responsibilities
§ 4.1 Preconstruction Services
Sub-headers have been added under Preconstruction Services for Pre-Design, Schematic Design, Design Development, and Construction Documents Phases. The Construction Manager’s preconstruction services through each of these phases is set forth to provide a collaborative process as the Architect provides its services through the design phases set forth in B135-2024. An added requirement at the end of each phase is for the Construction Manager, Owner, and Architect to meet to perform a page-by-page review of the documents to confirm Scope of the Work, Project Schedule, and estimate of the Cost of the Work.
Article 7 Compensation for Construction Phase Services
§ 7.1.7 A fill point titled “Performance Incentives, if any” has been added in which the parties may list provisions for early completion or other bonuses, sharing of cost savings, or other performance incentives, if any, for the Project or portions of the Project.
Article 13 Dispute Resolution
§ 13.1 Initial Decision Maker The Project Management Team serves as the Initial Decision Maker for Claims between the Owner and the Construction Manager. If the Project Management Team as the Initial Decision Maker cannot reach a unanimous decision, the Claim is subject to a meet and confer session as a condition precedent to mediation.
§ 13.2 Meet and Confer This section requires the Owner and Construction Manager to endeavor to resolve Claims during a meet and confer session prior to advancing to mediation and binding dispute resolution.
Dispute Resolution—Mediation and Arbitration.
This document requires the parties to try to resolve claims not settled by the Project Management Team as Initial Decision Maker in a required meet and confer of party executives. Through its adoption by reference of AIA Document A201–2017, AIA Document A135–2024 contains provisions for mediation and arbitration of claims that are not resolved in the meet and confer process. 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.