Changes from the previous edition
Dispute Resolution—Mediation and Arbitration
AIA Document A142–2014 replaces AIA Document A141™–2004, Standard Form of Agreement Between Design-Builder and Contractor, and consists of the Agreement portion and four exhibits: Exhibit A, Terms and Conditions; Exhibit B, Insurance and Bonds; Exhibit C, Preconstruction Services; and Exhibit D, Determination of the Cost of the Work.
A142–2014 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 A141–2014, AIA Document A142–2014 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.
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AIA Document A142–2014 replaces AIA Document A142–2004, Standard Form of Agreement Between Design-Builder and Contractor, and consists of the Agreement portion and four exhibits: Exhibit A, Terms and Conditions; Exhibit B, Insurance and Bonds; Exhibit C, Preconstruction Services; and Exhibit D, Determination of the Cost of the Work. A142–2014 forms the nucleus of the Contract for Construction between the Design-Builder and the Contractor. A142 requires the Owner and Contractor to select the basis of payment from three choices: (1) Stipulated Sum, (2) Cost of the Work plus Contractor’s Fee, and (3) Cost of the Work plus Contractor’s Fee with a Guaranteed Maximum Price.
Design-Build is a process in which the Owner contracts directly with one entity to provide both the design and construction of the project. The design-builder may be a design-build entity, an architect, construction contractor, real estate developer, or any person or entity legally permitted to do business as a design-builder in the jurisdiction where the project is located. The design-builder’s organization may take a variety of legal forms, such as a sole proprietorship, a partnership, a joint venture, or a corporation. An architect or architectural firm choosing to function as a design-builder may directly contract to perform design-build services or, alternatively, may form a separate corporate entity or joint venture for design-build.
Prior to entering into this agreement, any person or entity that wishes to act as the design-builder should consult its legal counsel and insurance advisers. Some states may restrict or prohibit design-build practices under statutes that regulate architectural registration, contractor licensing, or incorporation of professionals.
AIA Document A142–2014 is published in conjunction with six other documents in the 2014 Design-Build family of documents. This family of documents is intended to govern the relationships among the parties to a design-build project:
A141™–2014, Agreement Between Owner and Design-Builder
A441™–2014, Agreement Between Contractor and Subcontractor for a Design-Build Project
B143™–2014, Agreement Between Design-Builder and Architect
C141™–2014, Agreement Between Owner and Consultant for a Design-Build Project
C441™–2014, Agreement Between Architect and Consultant for a Design-Build Project
G744™–2014, Acknowledgement of Substantial Completion of the Design-Build Contract
Changes from the previous edition.
The format of the updated A142 remains very similar to the previous edition. The Agreement terms are supplemented with exhibits for the terms and conditions, insurance and bonding provisions, preconstruction services, and determination of the Cost of the Work. The previous A142–2004 Exhibit C, Contractor’s Scope of Work, is not required in the 2014 updated document because the Contractor’s scope of work is set forth in the Agreement and Contract Documents. Additionally, the exhibits have been reordered slightly.
Exhibit A sections have the prefix “A.” before the numbers to distinguish them from the section designations in the Agreement. Exhibit B, C, and D sections are similarly distinguished. The Standard Form exhibits may be used as-is, modified, or replaced with custom documents of the parties’ creation.
Content. Recognizing that, especially in the context of a design-build project, the Contractor may develop instruments of service as part of its Work, A142 includes a new copyrights and licenses section to govern the Design-Builder’s use of the Contractor’s instruments of service. The language is derived from language used in AIA Document B143–2014, Standard Form of Agreement Between Design-Builder and Architect, covering the architect’s instruments of service. Accordingly, upon the Design-Builder’s payment of amounts due, the Contractor grants the Design-Builder a license to use the Contractor’s Instruments of Service solely and exclusively for the project as the scope of that license is defined in this Agreement.
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. Arbitration is 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, contact the American Arbitration Association at (800) 778-7879 or visit the website at adr.org.