Synopsis.
AIA Document A141™–2024 replaces AIA Document A141–2014, Standard Form of Agreement Between Owner and Design-Builder, and consists of the Agreement, Exhibit A, Insurance and Bonds, Exhibit B, Design-Build Amendment that is executed when the Owner and Design-Builder have agreed on the Contract Sum, and Exhibit C, Sustainable Projects. AIA Document A141–2024 forms the nucleus of the Contract for Design-Build between the Owner and Design-Builder.
Design-build is a process in which the owner contracts directly with one entity to provide both the design and construction of the project. The design-builder may be a design-build entity, an architect, construction contractor, real estate developer, or any person or entity legally permitted to do business as a design-builder in the jurisdiction where the project is located. The design-builder’s organization may take a variety of legal forms, such as a sole proprietorship, a partnership, a joint venture, or a corporation. An architect or architectural firm choosing to function as a design-builder may directly contract to perform design-build services or, alternatively, may form a separate corporate entity or joint venture for design-build.
In A141–2024, the Owner provides a set of Owner’s Criteria establishing the Owner’s requirements for the Project. Thereafter, the Design-Builder will review the Owner’s Criteria, develop a Preliminary Design, and provide a proposal to the Owner regarding the Contract Sum. Upon mutual agreement, the Owner and Design-Builder will execute the Design-Build Amendment to establish the Contract Sum and document the information upon which the Contract Sum is based. The Design-Build Amendment also includes the determination for the Cost of the Work, if the Contract Sum is based on a Cost of the Work with or without a Guaranteed Maximum Price.
Using A141-2024.
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 Owner, 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 this 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, close 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.
Project. Describe the proposed Project 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 1 General Provisions
§ 1.1 Owner’s Criteria. The parties should take care to be as explicit and detailed as possible with respect to the Owner’s Criteria. The Owner’s Criteria define the Owner’s requirements for the Project and are part of the Design-Build Documents. As such, unless modified by written amendment, the Design-Builder is required to design and construct the Project in accordance with the Owner’s Criteria.
§ 1.3.2 Binding Dispute Resolution. 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 2 Compensation and Progress Payments
The AIA makes no recommendation as to the appropriateness of any of these methods of compensation on a particular project, nor does the AIA 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 below, singly or in combination with other methods, is a business decision for the Architect and the Owner. Further, the AIA makes no recommendations and has no guidelines or schedules that specify the amount of compensation an architect should be paid.
§ 2.1 Compensation for Work Performed Prior to Execution of the Design-Build Amendment. Because the nature of the Design-Builder’s Work will be different, A141–2024 provides separate compensation methods for Work performed prior to and following execution of the Design-Build Amendment. In Section 2.1, insert the basis of compensation for the Design-Builder’s Work prior to Execution of the Design-Build Amendment (Note: the Contract Sum, which will address the Work following execution of the Design-Build Amendment, will be established as part of the Design-Build Amendment).
Exhibit A Insurance and Bonds
Exhibit A supplies the insurance and bond provisions for A141–2024, Agreement between the Owner and Design-Builder. Exhibit A provides the general requirements relating to insurance and bonds as well as the specific policy limits and bond amounts for the Project. Users are strongly encouraged to review their insurance needs with legal and insurance counsel to determine the appropriate insurance requirements for their particular project.
Project and Parties (Cover Page). Identify the Project and the parties just as they appear on the cover page of the Agreement.
Exhibit B Design-Build Amendment
Project and Parties (Cover Page). Identify the Project and the parties just as they appear on the cover page of the Agreement.
Article B.1 Contract Sum
§ B.1.1 Select the type of Contract Sum by checking the appropriate box. Next, complete the corresponding Section B.1.2, B.1.3 or B.1.4, as appropriate.
§ B.1.2.1 Stipulated Sum. Enter the Stipulated Sum payable to the Design-Builder.
§ B.1.2.2 Identify any alternates described in the Design-Build Documents and accepted by the Owner. If decisions on alternates are to be made subsequent to execution of the Design-Build Amendment, attach a schedule showing the change in the Stipulated Sum and the deadline by which the alternate must be accepted.
§ B.1.2.3 Enter the description, unit and price per unit for any unit prices. If unit prices are not covered in greater detail elsewhere in the Design-Build Documents, the following provision for unit prices is suggested:
The unit prices listed below shall determine the value of extra Work or changes in the Work, as applicable. They shall be considered complete and shall include all material and equipment, labor, installation costs, overhead and profit. Unit prices shall be used uniformly for additions or deductions.
§ B.1.3 Cost of the Work Plus Design-Builder’s Fee
§ B.1.3.2 Insert the Design-Builder’s Fee that will be paid to the Design-Builder in addition to the Cost of the Work as defined in Article B.6, Cost of the Work.
§ B.1.4 Cost of the Work Plus Design-Builder’s Fee with a Guaranteed Maximum Price
§ B.1.4.2 Refer to Section B.1.3.2 above.
§ B.1.4.3.1 Guaranteed Maximum Price. Insert a Guaranteed Maximum Price for the Cost of the Work and the Design-Builder’s Fee. Insert specific provisions if the Design-Builder is to participate in any savings when the final Contract Sum is below the Guaranteed Maximum Price.
§ B.1.4.3.3 Refer to Section B.1.2.2 above.
§ B.1.4.3.4 Refer to Section B.1.2.3 above.
Section B.1.5 Payments
§ B.1.5.1.2 Insert the time period covered by each Application for Payment if it differs from one calendar month.
§ B.1.5.1.3 Insert the time schedule for presenting Applications for Payment and indicate due dates for making progress payments. The last day upon which Work may be included in an Application should normally be no less than 14 days prior to the payment date, in consideration of the seven days allowed for the Owner’s evaluation of an Application and issuance of the Certificate of Payment pursuant to Section 9.4, and a reasonable amount of time subsequently accorded the Owner to make Payment. Due dates for payment should be acceptable to both the Owner and Design-Builder. They should allow sufficient time for the Design-Builder to prepare an Application for Payment, and for the Owner to make payment.
§ B.1.5.2.3.1 Indicate the percent retainage, if any, to be withheld when computing the amount of each progress payment. The Owner frequently pays the Design-Builder the bulk of the earned sum when payments fall due, retaining a percentage to ensure faithful performance. These percentages may vary with circumstances and localities. The AIA endorses the practice of reducing retainage as rapidly as possible, consistent with the continued protection of all affected parties.
§ B.1.5.2.3.2 Insert any items that are not subject to the withholding of retainage.
§ B.1.5.2.3.3 Describe any arrangements to reduce or limit retainages indicated in Section B.1.5.2.3.1, if not explained elsewhere in the Design-Build documents. A provision for reducing retainage should provide that the reduction will be made only if the Owner judges that the Work is progressing satisfactorily. If the Design-Builder has furnished a bond, demonstration of the surety’s consent to reduction in or partial release of retainage must be provided before such reduction is implemented.
§ B.1.5.3.3.1 Refer to Section B.1.5.2.3.1 above.
§ B.1.5.3.3.2 Refer to Section B.1.5.2.3.2 above.
§ B.1.5.3.3.3 Refer to Section B.1.5.2.3.3 above.
§ B.1.5.4.5.1 Refer to Section B.1.5.2.3.1 above.
§ B.1.5.4.5.2 Refer to Section B.1.5.2.3.2 above.
§ B.1.5.4.5.3 Refer to Section B.1.5.2.3.3 above.
Article B.2 Contract Time
§ B.2.1 Identify the date of commencement of the Construction Work.
§ B.2.2.1 The time within which Substantial Completion of the Work is to be achieved may be expressed as a number of days (preferably calendar days) or as a specified date. Any requirements for earlier Substantial Completion of portions of the Work should be entered here if not specified elsewhere in the Design-Build documents.
Article B.3 Information Upon Which Amendment is Based
A detailed enumeration of all documents and other information, including agreed upon deviations from the Owner’s Criteria, upon which the Design-Build Amendment is based, must be provided in this article.
Exhibit C Sustainable Projects
Exhibit C is an optional exhibit that can be used on a wide variety of sustainable projects; including those in which the Sustainable Objective includes obtaining a Sustainability Certification, such as LEED (Leadership in Energy and Environmental Design), or those in which the Sustainable Objective is based on incorporation of performance-based sustainable design or construction elements. It is intended that if the Owner identifies a Sustainable Objective in the Owner’s Criteria, the parties will incorporate Exhibit C to identify the scope of Design-Builder’s “Sustainability Services” and any obligations the Owner may have in relation to achieving the Sustainable Objective.
Project and Parties (Cover Page). Identify the Project and the parties just as they appear on the cover page of the Agreement. Sustainable design and construction projects create a number of new roles, responsibilities, and risks for project participants. For a more detailed discussion of the roles, responsibilities and risks unique to sustainable projects, please visit www.aia.org/contractdocs/reference to review AIA Document D503™–2013, Guide for Sustainable Projects, including Commentary on the AIA Sustainable Projects Documents.
Executing the agreement.
The persons executing AIA Document A141–2014 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.
Notes.
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.