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AIA Contract Documents Synopses A-Series: Owner/Contractor Agreements

A101–2007, Standard Form of Agreement Between Owner and Contractor where the basis of payment is a Stipulated Sum AIA Document A101™–2007 is a standard form of agreement between owner and contractor for use where the basis of payment is a stipulated sum (fixed price). A101 adopts by reference, and is designed for use with, AIA Document A201™–2007, General Conditions of the Contract for Construction. A101 is suitable for large or complex projects. For projects of a more limited scope, use of AIA Document A107™–2007, Agreement Between Owner and Contractor for a Project of Limited Scope, should be considered. For even smaller projects, consider AIA Document A105™–2007, Agreement Between Owner and Contractor for a Residential or Small Commercial Project. NOTE: A101–2007 replaces AIA Document A101™–1997 (expired May 31, 2009).

A102–2007 (formerly A111–1997), Standard Form of Agreement Between Owner and Contractor where the basis of payment is the Cost of the Work Plus a Fee with a Guaranteed Maximum Price This standard form of agreement between owner and contractor is appropriate for use on large projects requiring a guaranteed maximum price, when the basis of payment to the contractor is the cost of the work plus a fee. AIA Document A102™–2007 is not intended for use in competitive bidding. AIA Document A102–2007 adopts by reference and is intended for use with AIA Document A201™–2007, General Conditions of the Contract for Construction. NOTE: A102–2007 replaces AIA Document A111™–1997 (expired May 31, 2009).

A103–2007 (formerly A114–2001), Standard Form of Agreement Between Owner and Contractor where the basis of payment is the Cost of the Work Plus a Fee without a Guaranteed Maximum Price AIA Document A103™–2007 is appropriate for use on large projects when the basis of payment to the contractor is the cost of the work plus a fee, and the cost is not fully known at the commencement of construction. AIA Document A103–2007 is not intended for use in competitive bidding. A103–2007 adopts by reference, and is intended for use with, AIA Document A201™–2007, General Conditions of the Contract for Construction. NOTE: A103– 2007 replaces AIA Document A114™–2001 (expired May 31, 2009).

A105–2007 (formerly A105–1993 and A205–1993), Standard Form of Agreement Between Owner and Contractor for a Residential or Small Commercial Project AIA Document A105™–2007 is a stand-alone agreement with its own general conditions; it replaces AIA Documents A105™–1993 and A205™–1993. AIA Document A105–2007 is for use on a project that is modest in size and brief in duration, and where payment to the contractor is based on a stipulated sum (fixed price). For larger and more complex projects, other AIA agreements are more suitable, such as AIA Document A107™–2007, Standard Form of Agreement Between Owner and Contractor for a Project of Limited Scope. AIA Documents

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A105–2007 and B105™–2007, Standard Form of Agreement Between Owner and Architect for a Residential or Small Commercial Project, comprise the Small Projects family of documents. Although A105 and B105 share some similarities with other agreements, the Small Projects family should NOT be used in tandem with agreements in other document families without careful side-by-side comparison of contents. NOTE: AIA Documents A105–1993 and A205– 1993 expired on May 31, 2009.

A107–2007, Standard Form of Agreement Between Owner and Contractor for a Project of Limited Scope AIA Document A107™–2007 is a stand-alone agreement with its own internal general conditions and is intended for use on construction projects of limited scope. It is intended for use on medium-to-large sized projects where payment is based on either a stipulated sum or the cost of the work plus a fee, with or without a guaranteed maximum price. Parties using AIA Document A107–2007 will also use A107 Exhibit A, if using a cost-plus payment method. AIA Document B104™–2007, Standard Form of Agreement Between Owner and Architect for a Project of Limited Scope, coordinates with A107–2007 and incorporates it by reference.

For more complex projects, parties should consider using one of the following other owner/contractor agreements: AIA Document A101™–2007, A102™–2007 or A103™–2007. 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. Each of them incorporates by reference AIA Document A201™–2007, General Conditions of the Contract for Construction. For single family residential projects, or smaller and less complex commercial projects, parties may wish to consider AIA Document A105™–2007, Agreement Between Owner and Contractor for a Residential or Small Commercial Project. NOTE: A107–2007 replaces AIA Document A107™–1997 (expired May 31, 2009).

A132–2009 (formerly A101CMa–1992), Standard Form of Agreement Between Owner and Contractor, Construction Manager as Adviser Edition AIA Document A132™–2009 is a standard form of agreement between owner and contractor for use on projects where the basis of payment is either a stipulated sum (fixed price) or cost of the work plus a fee, with or without a guaranteed maximum price. In addition to the contractor and the architect, a construction manager assists the owner in an advisory capacity during design and construction.

The document has been prepared for use with AIA Documents A232™–2009, General Conditions of the Contract for Construction, Construction Manager as Adviser Edition; B132™– 2009, Standard Form of Agreement Between Owner and Architect, Construction Manager as Adviser Edition; and C132™–2009, Standard Form of Agreement Between Owner and Construction Manager as Adviser. This integrated set of documents is appropriate for use on projects where the construction manager only serves in the capacity of an adviser to the owner, rather than as constructor (the latter relationship being represented in AIA Documents A133™– 2009 and A134™–2009). NOTE: A132–2009 replaces AIA Document A101™CMa–1992 (expired December 31, 2010).

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A133–2009 (formerly A121CMc–2003), Standard Form of Agreement Between Owner and Construction Manager as Constructor where the basis of payment is the Cost of the Work Plus a Fee with a Guaranteed Maximum Price AIA Document A133™–2009 is intended for use on projects where a construction manager, in addition to serving as adviser to the owner, assumes financial responsibility for construction of the project. The construction manager provides the owner with a guaranteed maximum price proposal, which the owner may accept, reject, or negotiate. Upon the owner’s acceptance of the proposal by execution of an amendment, 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 document divides the construction manager’s services into two phases: the preconstruction phase and the construction phase, portions of which may proceed concurrently in order to fast track the process. AIA Document A133–2009 is coordinated for use with AIA Documents A201™–2007, General Conditions of the Contract for Construction, and B103™–2007, Standard Form of Agreement Between Owner and Architect for a Large or Complex Project. A133–2009 replaces AIA Document A121™CMc–2003 (expired May 31, 2010).

CAUTION: To avoid confusion and ambiguity, do not use this construction management document with any other AIA construction management document.

A134–2009 (formerly A131CMc–2003), Standard Form of Agreement Between Owner and Construction Manager as Constructor where the basis of payment is the Cost of the Work Plus a Fee without a Guarantee Maximum Price Similar to AIA Document A133™–2009, AIA Document A134™–2009 is intended for use when the owner seeks a construction manager who will take on responsibility for providing the means and methods of construction. However, in AIA Document A134–2009 the construction manager does not provide a guaranteed maximum price (GMP). A134–2009 employs the cost- plus-a-fee method, wherein the owner can monitor cost through periodic review of a control estimate that is revised as the project proceeds.

The agreement divides the construction manager’s services into two phases: the preconstruction phase and the construction phase, portions of which may proceed concurrently in order to fast track the process. A134–2009 is coordinated for use with AIA Documents A201™–2007, General Conditions of the Contract for Construction, and B103™–2007, Standard Form of Agreement Between Owner and Architect for a Large or Complex Project. A134–2009 replaces AIA Document A131™CMc–2003 (expired May 31, 2010).

CAUTION: To avoid confusion and ambiguity, do not use this construction management document with any other AIA construction management document.

A141–2004, Agreement Between Owner and Design-Builder AIA Document A141™–2004 replaces AIA Document A191™–1996 and consists of the agreement and three exhibits: Exhibit A, Terms and Conditions; Exhibit B, Determination of the Cost of the Work; and Exhibit C, Insurance and Bonds. Exhibit B is not applicable if the parties select to use a stipulated sum. AIA Document A141–2004 obligates the design-builder to execute fully the work required by the design-build documents, which include A141 with its attached

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exhibits, the project criteria and the design-builder’s proposal, including any revisions to those documents accepted by the owner, supplementary and other conditions, addenda and modifications. The Agreement requires the parties to select the payment type from three choices: (1) Stipulated Sum, (2) cost of the work plus design-builder’s fee, and (3) cost of the work plus design-builder’s fee with a guaranteed maximum price. A141–2004 with its attached exhibits forms the nucleus of the design-build contract. Because A141 includes its own terms and conditions, it does not use AIA Document A201™.

A142–2004, Agreement Between Design-Builder and Contractor AIA Document A142™–2004 replaces AIA Document A491™–1996 and consists of the agreement and five exhibits: Exhibit A, Terms and Conditions; Exhibit B, Preconstruction Services; Exhibit C, Contractor’s Scope of Work; Exhibit D, Determination of the Cost of the Work; and Exhibit E, Insurance and Bonds. Unlike AIA Document B491–1996, AIA Document A142–2004 does not rely on AIA Document A201™ for its general conditions of the contract. A142–2004 contains its own terms and conditions.

A142–2004 obligates the contractor to perform the work in accordance with the contract documents, which include A142 with its attached exhibits, supplementary and other conditions, drawings, specifications, addenda, and modifications. Like AIA Document A141™–2004, AIA Document A142–2004 requires the parties to select the payment type from three choices: (1) Stipulated Sum, (2) Cost of the Work Plus Design-Builder’s Fee, and (3) Cost of the Work Plus Design-Builder’s Fee with a Guaranteed Maximum Price.

A151–2007 (formerly A175ID–2003), Standard Form of Agreement Between Owner and Vendor for Furniture, Furnishings and Equipment where the basis of payment is a Stipulated Sum AIA Document A151™–2007 is intended for use as the contract between owner and vendor for furniture, furnishings and equipment (FF&E) where the basis of payment is a stipulated sum (fixed price) agreed to at the time of contracting. AIA Document A151–2007 adopts by reference and is intended for use with AIA Document A251™–2007, General Conditions of the Contract for Furniture, Furnishings and Equipment. It may be used in any arrangement between the owner and the contractor where the cost of FF&E has been determined in advance, either through bidding or negotiation. NOTE: A151–2007 replaces AIA Document A175™ID–2003 (expired May 31, 2009).

A195–2008, Standard Form of Agreement Between Owner and Contractor for Integrated Project Delivery AIA Document A195™–2008 is a standard form of agreement between owner and contractor for a project that utilizes integrated project delivery (IPD). AIA Document A195–2008 primarily provides only the business terms and conditions unique to the agreement between the owner and contractor, such as compensation details and licensing of instruments of service. A195 does not include the specific scope of the contractor’s work; rather, it incorporates by reference AIA Document A295™–2008, General Conditions of the Contract for Integrated Project Delivery, which sets forth the contractor’s duties and obligations for each of the six phases of the project, along with the duties and obligations of the owner and architect. Under A195–2008, the

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contractor provides a guaranteed maximum price. For that purpose, the agreement includes a guaranteed maximum price amendment at Exhibit A.

A201–2007, General Conditions of the Contract for Construction The general conditions are an integral part of the contract for construction for a large project and they are incorporated by reference into the owner/contractor agreement. They set forth the rights, responsibilities, and relationships of the owner, contractor, and architect. Though not a party to the contract for construction between owner and contractor, the architect participates in the preparation of the contract documents and performs construction phase duties and responsibilities described in detail in the general conditions. AIA Document A201™–2007 is adopted by reference in owner/architect, owner/contractor, and contractor/subcontractor agreements in the Conventional (A201) family of documents; thus, it is often called the “keystone” document. NOTE: A201–2007 replaces AIA Document A201™–1997 (expired May 31, 2009).

A232–2009 (formerly A201CMa–1992), General Conditions of the Contract for Construction, Construction Manager as Adviser Edition AIA Document A232™–2009 sets forth the rights, responsibilities, and relationships of the owner, contractor, construction manager and architect. A232–2009 is adopted by reference in owner/architect, owner/contractor, and owner/construction manager agreements in the CMa family of documents. Under A232–2009, the construction manager serves as an independent adviser to the owner, who enters into a contract with a general contractor or multiple contracts with prime trade contractors. NOTE: A232–2009 replaces AIA Document A201™CMa–1992 (expired December 31, 2010).

CAUTION: Do not use A232–2009 in combination with agreements where the construction manager takes on the role of constructor, such as in AIA Document A133™–2009 or A134™– 2009.

A251–2007 (formerly A275ID–2003), General Conditions of the Contract for Furniture, Furnishings and Equipment AIA Document A251™–2007 provides general conditions for the AIA Document A151™–2007, Standard Form Agreement between Owner and Vendor for Furniture, Furnishings and Equipment where the basis of payment is a Stipulated Sum. AIA Document A251–2007 sets forth the duties of the owner, architect and vendor, just as AIA Document A201™–2007, General Conditions of the Contract for Construction, does for building construction projects. Because the Uniform Commercial Code (UCC) governs the sale of goods and has been adopted in nearly every jurisdiction, A251–2007 recognizes the commercial standards set forth in Article 2 of the UCC, and uses certain standard UCC terms and definitions. A251 was renumbered in 2007 and was modified, as applicable, to coordinate with AIA Document A201–2007. NOTE: A251–2007 replaces AIA Document A275™ID–2003 (expired May 31, 2009).

A295–2008, General Conditions of the Contract for Integrated Project Delivery AIA Document A295™–2008, provides the terms and conditions for AIA Documents A195™– 2008 Standard Form of Agreement Between Owner and Contractor for Integrated Project Delivery, and B195™–2008, Standard Form of Agreement Between Owner and Architect for

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Integrated Project Delivery, both of which incorporate AIA Document A295–2008 by reference. Those agreements provide primarily only business terms and rely upon A295–2008 for the architect’s services, the contractor’s pre-construction services, and the conditions of construction. A295 not only establishes the duties of the owner, architect and contractor, but also sets forth in detail how they will work together through each phase of the project: conceptualization, criteria design, detailed design, implementation documents, construction, and closeout. A295 requires that the parties utilize building information modeling.

A305–1986, Contractor’s Qualification Statement An owner preparing to request bids or to award a contract for a construction project often requires a means of verifying the background, references, and financial stability of any contractor being considered. These factors, along with the time frame for construction, are important for an owner to investigate. Using AIA Document A305™–1986, the contractor may provide a sworn, notarized statement and appropriate attachments to elaborate on important aspects of the contractor’s qualifications.

A310–2010, Bid Bond AIA Document A310™–2010, a simple, one-page form, establishes the maximum penal amount that may be due to the owner if the selected bidder fails to execute the contract or fails to provide any required performance and payment bonds. NOTE: A310–2010 replaces AIA Document A310™–1970, which expires on December 31, 2011.

A312–2010, Performance Bond and Payment Bond AIA Document A312™–2010 incorporates two bonds—one covering the contractor’s performance, and the other covering the contractor’s obligations to pay subcontractors and others for material and labor. In addition, AIA Document A312–2010 obligates the surety to act responsively to the owner’s requests for discussions aimed at anticipating or preventing a contractor’s default. NOTE: A312–2010 replaces AIA Document A312™–1984, which expires on December 31, 2011.

A401–2007, Standard Form of Agreement Between Contractor and Subcontractor AIA Document A401™–2007 establishes the contractual relationship between the contractor and subcontractor. It sets forth the responsibilities of both parties and lists their respective obligations, which are written to parallel AIA Document A201™–2007, General Conditions of the Contract for Construction, which A401–2007 incorporates by reference. AIA Document A401–2007 may be modified for use as an agreement between the subcontractor and a sub- subcontractor, and must be modified if used where AIA Document A107™–2007 or A105™– 2007 serves as the owner/contractor agreement. NOTE: A401–1997 replaces AIA Document A401™–1997 (expired May 31, 2009).

A441–2008, Standard Form of Agreement Between Contractor and Subcontractor for a Design-Build Project AIA Document A441™–2008 is a fixed price agreement that establishes the contractual relationship between the contractor and subcontractor in a design-build project. AIA Document A441–2008 incorporates by reference the terms and conditions of AIA Document A142™–2004, Standard Form of Agreement Between Design-Builder and Contractor, and was written to ensure

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consistency with the AIA 2004 Design-Build family of documents. Because subcontractors are often required to provide professional services on a design-build project, A441 provides for that possibility.

A503–2007 (formerly A511–1999), Guide for Supplementary Conditions AIA Document A503™–2007 is not an agreement, but is a guide containing model provisions for modifying and supplementing AIA Document A201™–2007, General Conditions of the Contract for Construction. It provides model language with explanatory notes to assist users in adapting AIA Document A201–2007 to specific circumstances. A201–2007, as a standard form document, cannot cover all the particulars of a project. Thus, AIA Document A503–2007 is provided to assist A201–2007 users either in modifying it, or developing a separate supplementary conditions document to attach to it. NOTE: A503–2007 replaces AIA Document A511™–1999 (expired May 31, 2009).

A533–2009 (formerly A511CMa–1993), Guide for Supplementary Conditions, Construction Manager as Adviser Edition Similar to AIA Document A503™–2007, AIA Document A533™–2009 is a guide for amending or supplementing the general conditions document, AIA Document A232™–2009. AIA Documents A533–2009 and A232–2009 should only be employed on projects where the construction manager is serving in the capacity of adviser to the owner and not in situations where the construction manager is also the constructor (CMc document-based relationships). Like A503–2007, this document contains suggested language for supplementary conditions, along with notes on appropriate usage. NOTE: A533–2009 replaces AIA Document A511™CMa–1993 (expired December 31, 2010).

A701–1997, Instructions to Bidders AIA Document A701™–1997 is used when competitive bids are to be solicited for construction of the project. Coordinated with AIA Document A201™, General Conditions of the Contract for Construction, and its related documents, AIA Document A701–1997 provides instructions on procedures, including bonding requirements, for bidders to follow in preparing and submitting their bids. Specific instructions or special requirements, such as the amount and type of bonding, are to be attached to, or inserted into, A701.

A751–2007 (formerly A775ID–2003), Invitation and Instructions for Quotation for Furniture, Furnishings and Equipment AIA Document A751™–2007 provides (1) the Invitation for Quotation for Furniture, Furnishings and Equipment (FF&E) and (2) Instructions for Quotation for Furniture, Furnishings and Equipment. These two documents define the owner’s requirements for a vendor to provide a complete quotation for the work. The purchase of FF&E is governed by the Uniform Commercial Code (UCC), and AIA Document A751–2007 was developed to coordinate with the provisions of the UCC. NOTE: A751–2007 replaces AIA Document A775™ID–2003 (expired May 31, 2009).

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B-Series: Owner/Architect Agreements

B101–2007 (formerly B151–1997), Standard Form of Agreement Between Owner and Architect AIA Document B101™–2007 is a one-part standard form of agreement between owner and architect for building design and construction contract administration. AIA Document B101– 2007 was developed to replace AIA Documents B141™–1997, Parts 1 and 2, and B151–1997, but it more closely follows the format of B151–1997. Services are divided traditionally into basic and additional services. Basic services are performed in five phases: schematic design, design development, construction documents, bidding or negotiation, and construction. This agreement may be used with a variety of compensation methods, including percentage of construction cost and stipulated sum. B101–2007 is intended to be used in conjunction with AIA Document A201™–2007, General Conditions of the Contract for Construction, which it incorporates by reference. NOTE: B101–2007 replaces AIA Document B151–1997 (expired May 31, 2009).

B102–2007 (formerly B141–1997 Part 1), Standard Form of Agreement Between Owner and Architect without a Predefined Scope of Architect’s Services AIA Document B102™–2007 replaces and serves the same purpose as AIA Document B141™– 1997 Part 1. AIA Document B102–2007 is a standard form of agreement between owner and architect that contains terms and conditions and compensation details. B102–2007 does not include a scope of architect’s services, which must be inserted in Article 1 or attached as an exhibit. The separation of the scope of services from the owner/architect agreement allows users the freedom to append alternative scopes of services. AIA standard form scopes of services documents that may be paired with B102–2007 include AIA Documents B203™–2007, Site Evaluation and Planning; B204™–2007, Value Analysis; B205™–2007, Historic Preservation; B206™–2007, Security Evaluation and Planning; B209™–2007, Construction Contract Administration; B210™–2007, Facility Support; B211™–2007, Commissioning; B214™–2007, LEED® Certification; B252™–2007, Architectural Interior Design; and B253™–2007, Furniture, Furnishings and Equipment Design. NOTE: B102–2007 replaces AIA Document B141–1997 (expired May 31, 2009).

B103–2007, Standard Form of Agreement Between Owner and Architect for a Large or Complex Project AIA Document B103™–2007 is a standard form of agreement between owner and architect intended for use on large or complex projects. AIA Document B103–2007 was developed to replace AIA Documents B141™–1997, Parts 1 and 2, and B151™–2007 specifically with respect to large or complex projects. B103–2007 assumes that the owner will retain third parties to provide cost estimates and project schedules, and may implement fast-track, phased or accelerated scheduling. Services are divided along the traditional lines of basic and additional services. Basic services are based on five phases: schematic design, design development, construction documents, bidding or negotiation, and construction. The architect does not prepare cost estimates, but designs the project to meet the owner’s budget for the cost of the work at the conclusion of the design development phase services. This document may be used with a variety of compensation methods. B103–2007 is intended to be used in conjunction with AIA Document A201™–2007, General Conditions of the Contract for Construction, which it incorporates by reference.

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B104–2007, Standard Form of Agreement Between Owner and Architect for a Project of Limited Scope AIA Document B104™–2007 is a standard form of agreement between owner and architect intended for use on medium-sized projects. AIA Document B104–2007 is an abbreviated version of B101™–2007. AIA Document B104–2007 contains a compressed form of basic services with three phases: design development, Construction documents, and construction. This document may be used with a variety of compensation methods. B104–2007 is intended to be used in conjunction with AIA Document A107™–2007, Standard Form of Agreement Between Owner and Contractor for a Project of Limited Scope, which it incorporates by reference.

B105–2007 (formerly B155–1993), Standard Form of Agreement Between Owner and Architect for a Residential or Small Commercial Project AIA Document B105™–2007 is a standard form of agreement between owner and architect intended for use on a residential or small commercial project that is modest in size and brief in duration. AIA Documents B105–2007 and A105™–2007, Standard Form of Agreement Between Owner and Contractor for a Residential or Small Commercial Project, comprise the Small Projects family of documents. B105–2007 is intended for use with A105–2007, which it incorporates by reference. B105 is extremely abbreviated and is formatted more informally than other AIA agreements. Although AIA Documents A105 and B105 share some similarities with other AIA agreements, the Small Projects family should NOT be used with other AIA document families without careful side-by-side comparison of contents. NOTE: B105–2007 replaces AIA Document B155™–1993 (expired May 31, 2009).

B106–2010, Standard Form of Agreement Between Owner and Architect for Pro Bono Services AIA Document B106™–2010 is a new standard form of agreement between owner and architect for building design, construction contract administration, or other professional services provided on a pro bono basis. The architect’s pro bono services are professional services for which the architect receives no financial compensation other than compensation for reimbursable expenses. A table format is provided which the parties use to designate the scope of the architect’s pro bono services and the maximum number of hours to be provided by the architect for each designated pro bono service. If the architect is providing construction phase services, B106–2010 is intended to be used in conjunction with AIA Document A201™–2007, General Conditions of the Contract for Construction, which it incorporates by reference. NOTE: B106–2010 is not available in print, but is available in AIA Contract Documents software and free of charge on the AIA Documents-on-Demand™ Web site.

B107–2010 (formerly B188–1996), Standard Form of Agreement Between Developer- Builder and Architect for Prototype(s) for Single Family Residential Project. AIA Document B107™–2010 is a standard form of agreement between developer-builder and architect for design of one or more prototype(s) for a single family residential project. AIA Document B107–2010 is intended for use in situations where the architect will provide limited architectural services in connection with a single family residential project. Under B107–2010, the architect’s services consist of development of Permit Set Documents and limited