Using A145-2025.
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.
§ 1.1.4 The parties must set forth the Owner’s anticipated design and construction milestone dates.
§ 1.2.1 Identify the Owner’s representative and indicate how that person may be contacted.
§ 1.2.1 Identify the Design-Builder’s representative and indicate how that person may be contacted.
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, A145–2025 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).
§ 2.3 Liquidated Damages. For each item in Section 2.3.1 through 2.3.4, insert the information related to liquidated damages or a statement such as “not applicable”
Article 9 Payment Applications and Project Completion
§ 9.3.2.1 Identify the period covered by each Application for Payment if the covered period is different than one calendar month.
§ 9.6.2 Retainage
§ 9.6.2.1 Insert a percentage or amount to be withheld as retainage for each Application for Payment. The amount of retainage may be limited by governing law.
§ 9.6.2.2 Insert any items not subject to the withholding of retainage such as Design Services, general conditions, bonds, insurance, etc.
§ 9.6.2.3 If the retainage established in Section 9.6.2.1 is to be modified prior to Substantial Completion of the entire Construction Work, including modifications for Substantial Completion of portions of the Construction Work as provided in Section 9.6.2.4, insert provisions for such modifications.
§ 9.6.2.4 Insert any conditions precedent to the release of all or a portion of the retainage, such as correction of the Construction Work, consent of surety, etc.
§ 9.9 Insert the rate of monthly or annual interest that shall be incurred on payments due and unpaid.
Article 11 Insurance and Bonds
Insert the agreed upon policy limits for each type of insurance identified in Article 11.
Article 14 Termination or Suspension
§ 14.1.7 Set forth the amount of any termination or licensing fee, or the method for determining any termination or licensing fee to be paid if the Owner terminates the Agreement for its convenience pursuant to Section 14.1.5, or the Design-Builder terminates the Agreement pursuant to Section 14.1.3 or 14.1.4.
Article 15 Claims and Disputes
§ 15.2 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.
Exhibit A 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
§ A.1.1 Insert the Contract Sum.
§ A.1.2 Alternates
§ A.1.2.1 Identify any alternates described in the Design-Build Documents and accepted by the Owner.
§ A.1.2.2 Identify each alternate and the conditions that must be met for the Owner to accept the alternate.
§ A.1.2.3 Identify any allowances included in the Contract Sum.
§ A.1.2.4 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.
Article A.2 Contract Time
§ A.2.1 Identify the date of commencement of the Construction Work.
§ A.2.3.1 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.
§ A.2.3.2 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 A.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.
Article A.4 Design-Builder’s Key Personnel, Consultants, Subcontractors, and Suppliers
Identify the Design-Builder’s key personnel and the manner in which to contact them.
Article A.5 Owner’s Separate Contractors
List name, discipline, address, and other information for each Separate Contractor and identify the construction or operations to be performed by such Separate Contractor.
Executing the agreement.
The persons executing AIA Document A145–2025 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.