Using A— 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. It will be the date from which the Contract Time is measured unless a different date is inserted under Section 2. 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.
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A— is a stand-alone agreement because it contains its own internal general conditions and does not require the addition of a separate general conditions document.
This agreement was formerly written for use only where the basis of payment is a stipulated sum. In , the AIA revised the agreement to accommodate two additional payment methods: cost of the work plus a fee, with or without a guaranteed maximum price.
The Owner and Contractor are asked to select the payment method in the agreement using a check box. If either of the two cost-plus payment methods is selected, then the parties will complete, and incorporate into the agreement, Exhibit A, which provides the detail for the Cost of the Work.
These agreements are written for a stipulated sum, cost of the work with a guaranteed maximum price, and cost of the work without a guaranteed maximum price, respectively. Related Documents. A— is used as one part of the Contract Documents that record the Contract for Construction between the Owner and Contractor.
Such modifications will be needed because A— incorporates by reference AIA Document A—, General Conditions of the Contract for Construction, while A— contains its own general conditions. 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 and 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, call the American Arbitration Association at , or visit their Web site at www. AIA Contract Documents are the product of a consensus-building process aimed at balancing the interests of all parties on the construction project.
The documents reflect actual industry practices, not theory. They are state-of-the-art legal documents, regularly revised to keep up with changes in law and the industry—yet they are written, as far as possible, in everyday language.
Finally, AIA Contract Documents are flexible: they are intended to be modified to fit individual projects, but in such a way that modifications are easily distinguished from the original, printed language. If a combination of AIA documents and non-AIA documents is to be used, particular care must be taken to achieve consistency of language and intent among documents. Letter Forms of Agreement. Letter forms of agreement are generally discouraged by the AIA, as is the performance of a part or the whole of the Work based on oral agreements or understandings.
The standard AIA agreement forms have been developed through more than years of experience and have been tested repeatedly in the courts. In addition, the standard forms have been carefully coordinated with other AIA documents. Standard Forms. Rather, the AIA standard documents are intended to be used as fair and balanced baselines from which the parties can negotiate their bargains. As such, the documents have won general acceptance within the construction industry and have been uniformly interpreted by the courts.
Within an industry spanning 50 states—each free to adopt different, and perhaps contradictory, laws affecting that industry—AIA documents form the basis for a generally consistent body of construction law. Use of Current Documents.
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. This document is intended for use as a consumable—that is, the original document purchased is to be consumed in the course of its use. This document may not be reproduced for project manuals.
If a user wishes to include a sample or samples of this document in a project manual, the normal practice is to purchase a quantity of the preprinted forms, binding one in each of the manuals. The AIA hereby grants the purchaser a limited license to reproduce a maximum of ten copies of a completed A—, but only for use in connection with a particular project.
The AIA will not permit reproduction outside of the limited license for reproduction granted above, except upon written request and receipt of written permission from the AIA. Rights to reproduce the document may vary for users of AIA software. It incorporates alterations proposed by architects, contractors, owners and professional consultants.
Some of the significant differences in content between this edition and the edition of A are listed below. The title of this document is revised for brevity and to focus on its use for projects that do not rise to the level of complexity that would require a more detailed agreement paired with A—, General Conditions of the Contract for Construction.
A table of articles is added and sections are re-ordered to correspond to the sequence of sections in other AIA owner-contractor agreements, and in A— Exhibit A supplements the base agreement by providing additional information related to the Cost of the Work. Exhibit A is required only if the parties choose one of the cost-plus payment methods. Article 3. A checkbox is added where the parties may select the Contract Sum and the associated method of payment.
Section 4. Article 5. However, arbitration is not mandatory under A— so the parties must select the binding method of dispute resolution from three choices: arbitration, litigation or another method that the parties must identify. New Section 5. Article 9. Section 9. Article Section New provisions are added to address payment procedures that are unique to stipulated sum and guaranteed maximum price contracts. New Section New text in Section These changes reflect industry practices.
This is a new article that consolidates claims and disputes procedures. Prospective bidders should be informed of any additional provisions which may be included in A—, such as liquidated damages or payment for stored materials, by an appropriate notice in the Bidding Documents and the Supplementary Conditions.
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. In a purchased paper AIA Contract Document, necessary modifications may be accomplished by writing or typing the appropriate terms in the blank spaces provided on the document, or by attaching Supplementary Conditions, special conditions or referenced amendments. Modifications directly to purchased paper AIA Contract Documents may also be achieved by striking out language. However, care must be taken in making these kinds of deletions.
Under NO circumstances should standard language be struck out to render it illegible. For example, users should not apply blocking tape, correction fluid or Xs that would completely obscure text.
Such practices may raise suspicion of fraudulent concealment, or suggest that the completed and signed document has been tampered with. Both parties should initial handwritten changes. Using AIA software, modifications to insert information and revise the standard AIA text may be made as the software permits. By reviewing properly made modifications to a standard AIA Contract Document, parties familiar with that document can quickly understand the essence of the proposed relationship.
Commercial exchanges are greatly simplified and expedited, good faith dealing is encouraged, and otherwise latent clauses are exposed for scrutiny. AIA Contract Documents may not be retyped or electronically scanned.
Retyping can introduce typographic errors and cloud legal interpretation given to a standard clause. 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. It will be the date from which the Contract Time is measured unless a different date is inserted under Section 2.
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. The proposed Project should be described in sufficient detail to identify 1 the official name or title of the facility; 2 the location of the site; and 3 a brief description of the Project, including the proposed building usage, size, and capacity or scope of the Project.
It should not be earlier than the date of execution signing of the Agreement. If a specified date is used and the date of commencement is to be given in a notice to proceed, these dates must be carefully coordinated to allow sufficient time for completion of the Work.
Any requirements for earlier Substantial Completion of portions of the Work should be entered here if not specified elsewhere in the Contract Documents. Optionally, insert any provisions for liquidated damages relating to failure to complete on time, or for bonus payments for early completion.
There is little or no legal precedent to support the proposition of linking a bonus with a penalty. If liquidated damages are to be assessed because delayed construction will result in actual loss to the Owner, the amount of damages due for each day lost should be entered in the Supplementary Conditions or the Agreement.
Factors such as confidentiality or the need to inform subcontractors about the amount of liquidated damages will help determine the placement of such language. Based upon the selection, complete either Section 3. If decisions on alternates are to be made subsequent to execution of A—, attach a schedule showing the amount of each alternate and the date it expires.
Insert specific provisions if the Contractor is to participate in any savings when the final Contract Sum is below the Guaranteed Maximum Price. The Contractor may prefer a few additional days to prepare the Application. Due dates for payment should be acceptable to both the Owner and Contractor. They should allow sufficient time for the Contractor to prepare an Application for Payment, for the Architect to certify payment, and for the Owner to make payment.
The Owner frequently pays the Contractor 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.
Instructions: A104™–2017, Standard Abbreviated Form of Agreement Between Owner and Contractor