AIA Document C401–2017 is a standard form of agreement between the architect and the consultant providing services to the architect. AIA Document C401–2017 is suitable for use with all types of consultants, including consulting architects. This document may be used with a variety of compensation methods. C401–2017 assumes and incorporates by reference a preexisting owner/architect agreement known as the “prime agreement” and “flows down” the provisions of the prime agreement. For all document details and a record of changes, see the summary »
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. Professional services should not be performed prior to the effective date of the Agreement.
Parties. Parties to this 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. The Consultant’s Discipline should be described and identifying information about the Consultant’s Designated Representative should be provided.
Owner. The name and address of the Owner should be the same as used on the Prime Agreement.
Project. 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; (3) the proposed building usage; and (4) the size, capacity or scope of the Project.
Article 1 – General Provisions
§ 1.2 Insert a detailed description of This Portion of the Project, which is the part or piece of the Project for which the Consultant will provide its services under this Agreement. This Portion of the Project is typically described as all services in a particular discipline for the entire Project, but it may be further limited to services rendered for a particular phase or geographic area of the Project. The actual services that the Consultant will provide for This Portion of the Project are set forth in Section 3.1.
Article 2 – Consultant’s Responsibilities
§ 2.8.3 Some insurers have written excess policies which expressly state that they apply only in the event the underlying policies are exhausted through payments made by the underlying insurers (sometimes referred to as “actual exhaustion”). Policies that do not expressly require actual exhaustion are interpreted to permit exhaustion of the underlying policies through payments or contributions made by any combination of underlying insurers, insureds or third parties (sometimes referred to “functional exhaustion”). Policies that only permit actual exhaustion are counterproductive to settlement, whereas policies that permit functional exhaustion encourage settlement. The intent of this section is to facilitate settlement by requiring that any excess policies allow for functional exhaustion.
Article 3 – Scope of Consultant’s Services
§ 3.1 Note that, pursuant to Section 3.1, the Consultant is expected to provide the same services for This Portion of Project that the Architect provides to the Owner for the entire Project, except as the parties agree to limit the Consultant’s services under Section 3.1. Particular care should be taken if the Consultant is a consulting architect in order to ensure clear lines of responsibility between the two architects and avoid duplication of effort.
§ 3.1.1 Insert the agreed-upon number in the space provided to establish the number of site visits included in the Consultant’s Services. Any site visits exceeding the established amount will be compensated as an Additional Service.
Article 8 – Claims and Disputes
§ 8.2.3 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 or visit adr.org for more information.
Article 11 – Compensation
A detailed discussion of compensation methods may be found in the Instructions to AIA Document B101–2017 Standard Form of Agreement Between Owner and Architect.
§ 11.1 See methods of compensation referenced above.
§ 11.2 See methods of compensation referenced above.
§ 11.3 See methods of compensation referenced above, if other than a percentage of the invoiced amount.
Article 12 – Special Terms and Conditions
Insert any modification to the standard text of the document, if the modifications are not otherwise inserted elsewhere in the document. For more information about modifying the document, refer to the Modifications section of these Instructions.
Executing the agreement.
The persons executing the Agreement 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.
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.