Content.
Changes from the previous edition
Dispute Resolution—Mediation and Arbitration
Synopsis.
AIA Document C141™–2024, provides a standard form for the upfront services an owner may require when considering design-build delivery. The consultant, who may or may not be an architect or other design professional, may perform a wide-ranging array of services for the owner, including programming and planning, budgeting and cost estimating, project criteria development services, development of bridging documents, and services in connection with construction of the Project. AIA Document C141–2024 consists of the Agreement and Exhibit A, Consultant’s Services. Exhibit A provides a menu of briefly described services that the parties can select and augment to suit the needs of the project.
Purpose.
AIA Document C141™–2024 replaces AIA Document C141–2014 and consists of the Agreement portion and one exhibit, Exhibit A, Consultant’s Services. C141–2024 establishes the contractual arrangement between an Owner contemplating the design-build method of project delivery and the Consultant, who may or may not be an architect. C141 does not provide a fixed scope of consultant’s services, but instead provides in Exhibit A an extensive menu of services from which the Owner and Consultant may select. Where applicable law requires that services are performed by licensed professionals, the consultant shall provide those services through the performance of persons or entities so licensed.
Exhibit A sections have the prefix “A.” before the numbers to distinguish them from the section designations in the Agreement. The Standard Form Exhibit may be used as-is, modified, or replaced with custom exhibits of the parties’ creation.
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 other 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.
Prior to entering into this agreement, any person or entity that wishes to act as the design-builder should consult its legal counsel and insurance advisers. Some states may restrict or prohibit design-build practices under statutes that regulate architectural registration, contractor licensing, or incorporation of professionals.
Related documents.
AIA Document C141–2024 is part of the Design-Build family of documents. This family of documents is intended to govern the relationships among the parties to a design-build project, and consists of the following documents:
A141®–2024, Agreement Between Owner and Design-Builder for a Traditional Design-Build Project
A141®PDB–2024, Agreement Between Owner and Design-Builder for a Progressive Design-Build Project
A441™–2024, Agreement Between Design-Builder and Subcontractor for a Design-Build Project
B141™–2024, Agreement Between Design-Builder and Architect for a Traditional Design-Build Project
B141™PDB–2024, Agreement Between Design-Builder and Architect for a Progressive Design-Build Project
C141™–2024, Agreement Between Owner and Consultant for a Design-Build Project
C441™–2024, Agreement Between Architect and Consultant for a Design-Build Project
G744™–2024, Certificate of Substantial Completion for a Design-Build Project
G746™–2024, Authorization to Proceed with Early Release Work for a Design-Build Project
Changes from the previous edition.
Article 2 Consultant’s Responsibilities
§ 2.4.7 Added requirement for the Consultant to maintain cyber security insurance in the stated limits of coverage.
§ 2.4.8 Added requirement for the Consultant to maintain pollution liability insurance in the stated limits of coverage.
Article 6 Termination or Suspension
§ 6.7 Added termination fee and licensing fee (if the Owner intends to continue using the Consultant’s Instruments of Service) following termination for convenience by the Owner or if the Consultant terminates the Agreement pursuant to Section 6.3.
Article 7 Miscellaneous Provisions
§ 7.5.1 Added notice requirements if a party becomes aware or reasonably believes that confidential or business proprietary information received from the other party has been damaged or discovered by an unauthorized person.
§ 7.5.2 Added clarification for what is not included as “confidential” or “business proprietary” information.
Exhibit A
Format. The format of Exhibit A was modified to alleviate concern over the selection of the Consultant’s services under Articles with multiple checkboxes under the first section. For example, in Article A.4 below, there was confusion over whether placing an “X” next to Section 4.1 indicated that the Consultant would be performing the services under Sections 4.1.1 and 4.1.2 or if those sections had to be individually selected.
To address this issue, as shown in the image below, we removed the individual checkboxes for each item under the first section. Thus, by placing an “X” next to Section A.4.1, the Consultant is agreeing to perform all the services under that section.
This format change applies to Articles A.2, A.3, A.4, and A.6.
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.