Instructions: C141™–2014, Agreement Between Owner and Consultant for a Design-Build Project

Synopsis.

AIA Document C141–2014, 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 C141–2014 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. For all document details and a record of changes, see the summary  »

 

Using C141–2014.

Cover Page

Date. The date represents the date the Agreement becomes effective. It may be the date that an oral agreement was reached, the date the Agreement was originally submitted to the other party, the date authorizing action was taken or the date of actual execution. Services should not be performed prior to the effective date of the Agreement.

Parties. Parties to the Agreement should be identified using the full 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, 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.

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, if known, (3) the proposed building usage, and (4) the size, capacity or scope of the Project, if known.

Article 1 – Initial Information

§ 1.1 Initial Information is provided in Section 1.1. The parties should take care to be as explicit and detailed as possible with respect to the relevant Initial Information.

Article 5 – Claims and Disputes

§ 5.2.4 Dispute Resolution. In the AIA 2014 Design-Build family of documents, binding arbitration is not mandatory for disputes that fail to settle in mediation. Instead, the parties are required to select from three choices of binding dispute resolution: (1) arbitration, (2) litigation or (3) another method that they 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 8 – Compensation

§ 8.1 Describe the basis of computing compensation for the Consultant’s services. Several different methods may be used for various services on a particular project. When more than one method of compensation is used, each method should be referenced to the appropriate services. For a detailed discussion of compensation methods, refer to the Instructions to B101™–2017, Standard Form of Agreement Between Owner and Architect.

§ 8.2 Insert the basis of compensation for Additional Services as described in Section 2.2.1.

§ 8.3 Insert the multiple to be used to determine the cost to the Consultant for Additional Services of the Consultant’s sub-consultants.

§ 8.4 Insert the hourly billing rates for services of the Consultant and the Consultant’s subconsultants.

§ 8.5.2 Insert the multiple to be used to determine the amount due the Consultant for Reimbursable Expenses of the Consultant and the Consultant’s employees and sub-consultants.

§ 8.6 Insert the basis of determining the amount of reimbursement to the Consultant for the costs of insurance that exceed the types and limits the Consultant normally maintains.

§ 8.8.1 Insert the dollar amount of the initial payment.

§ 8.8.2 Indicate when payments will become due and when unpaid amounts will begin to bear interest. Insert the percentage rate basis (monthly, annual) of interest charges.

Article 10 – Scope of Agreement

This Article enumerates all documents that comprise the Agreement between the Owner and the Consultant.

Exhibit A – Consultant’s Services

This Exhibit provides a menu of services from which the parties may choose in agreeing upon the Consultant’s scope of services. After discussing the services presented and the needs of the Project, designate the services the Consultant shall provide by placing a check or “X” in the box adjacent to those service descriptions. The Consultant is not obligated to perform any service that is not clearly designated with a check or “X” in the appropriate box.

Project and Parties (Cover Page). Identify the Project and the parties just as they appear on the cover page of the Agreement.

Article A.1 – Project Administration Services

§ A.1.4 Identify in Section A.1.4 any other Project Administration Services the Consultant shall provide by placing check or “X” in the adjacent box. Unlike the preceding sections in Article A.1, Section A.1.4 does not contain standard language describing a scope of services, and users will need to provide detailed descriptions of the identified services either in the space provided or an attached exhibit.

Article A.2 – Information Gathering Services

§ A.2.2 Designate the Information Gathering Services the Consultant shall provide in connection with the required reports identified in Section A.2.1. Because the services listed consist of only titles, users will need to provide detailed descriptions of the identified services either in the space provided or an attached exhibit. Additionally, the listed services are provided as suggestions and users can identify and describe any other Information Gathering Services the Consultant shall provide in Section A.2.2.13.

Article A.3 – Programming and Planning Services

§ A.3.2 Designate the Programming and Planning Services the Consultant shall provide in connection with the creation of the required program document identified in Section A.3.1. Because the services listed consist of only titles, users will need to provide detailed descriptions of the identified services either in the space provided or an attached exhibit. Additionally, the listed services are provided as suggestions and users can identify and describe any other Programming and Planning Services the Consultant shall provide in Section A.3.2.30.

Article A.4 – Bridging Document Design Services

§ A.4.2 Designate the Bridging Document Design Services the Consultant shall provide in connection with the creation of the Bridging Documents identified in Section A.4.1. Because the services listed consist of only titles, users will need to provide detailed descriptions of the identified services either in the space provided or an attached exhibit. Additionally, the listed services are provided as suggestions and users can identify and describe any other Bridging Document Design Services the Consultant shall provide in Section A.4.2.15.

Article A.5 – Owner’s Criteria Development Services

§ A.5.2 The Owner’s Criteria, depending on the other services provided by the Consultant and information provided by the Owner, may include or be based on the Final Information Gathering Report, Final Program Document, or Final Bridging Documents. To the extent the Consultant is required to perform any other services in order to develop the Owner’s Criteria, the users should identify and describe the services in Section A.5.2.

Article A.6 – Budgeting and Cost Estimating Services

§ A.6.3 Identify in Section A.6.3 any other Budgeting and Cost Estimating Services the Consultant shall provide by placing check or “X” in the adjacent box. Unlike the preceding sections in Article A.6, Section A.6.3 does not contain standard language describing a scope of services, and users will need to provide detailed descriptions of the identified services either in the space provided or an attached exhibit. Potential other Budgeting and Cost Estimating Services may consist of cost research/advice, budget development, cost plan development, value analysis, or life cycle cost analysis.

Article A.7 – Design-Build Procurement Services

Identify the Design-Build Procurement Services the Consultant shall provide by placing check or “X” in the adjacent box. Article A.7 does not contain standard language describing a scope of services, and users will need to provide detailed descriptions of the identified services either in the space provided or an attached exhibit. Potential Design-Build Procurement Services may consist of advice on selection process, evaluation of design-builder criteria, advice on contract type, advice on contract form and conditions, identification of proposer qualifications, generation of proposer list, evaluation of proposers, determination of proposal requirements, preparation of requests for proposals, reproduction and distribution of proposal documents, responses to questions from proposers, preparation and distribution of addenda, or evaluation of proposals.

Article A.8 – Consulting Services in Connection with Design and Construction Documents Prepared by the Design-Builder

§ A.8.3 Identify in Section A.8.3 any other Consulting Services in Connection with Design and Construction Documents Prepared by the Design-Builder the Consultant shall provide by placing check or “X” in the adjacent box. Unlike the preceding sections in Article A.8, Section A.8.3 does not contain standard language describing a scope of services, and users will need to provide detailed descriptions of the identified services either in the space provided or an attached exhibit.

Article A.9 – Consulting Services in Connection with the Construction of the Project

§ A.9.7 Identify in Section A.9.7 any other Consulting Services in Connection with the Construction of the Project the Consultant shall provide by placing check or “X” in the adjacent box. Unlike the preceding sections in Article A.9, Section A.9.7 does not contain standard language describing a scope of services, and users will need to provide detailed descriptions of the identified services either in the space provided or an attached exhibit.

Article A.10 – Consulting Services after Substantial Completion

§ A.10.5 Identify in Section A.10.5 any other Consulting Services after Substantial Completion the Consultant shall provide by placing check or “X” in the adjacent box. Unlike the preceding sections in Article A.10, Section A.10.5 does not contain standard language describing a scope of services, and users will need to provide detailed descriptions of the identified services either in the space provided or an attached exhibit.

Article A.11 – Sustainability Services

§ A.11.2 Identify in Section A.11.2 any other Sustainability Services the Consultant shall provide by placing check or “X” in the adjacent box. Unlike Section A.11.1, Section A.11.2 does not contain standard language describing a scope of services, and users will need to provide detailed descriptions of the identified services either in the space provided or an attached exhibit. It should be noted that sustainable design and construction projects create a number of new roles, responsibilities, and risks for project participants. 

For a more detailed discussion of the roles, responsibilities, and risks unique to sustainable projects download AIA Document D503–2013, Guide for Sustainable Projects, including Commentary on the AIA Sustainable Projects Documents  »

 

Executing the agreement.

The persons executing AIA Document C141–2014 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.

 

Important.

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.

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