Instructions: A151™–2019, Standard Form of Agreement Between Owner and Vendor for Furniture, Furnishings, and Equipment (FF&E)

 

Synopsis. 

AIA Document A151–2019 is a stand-alone agreement intended where a Vendor will provide a large amount, or perhaps even all, furnishings, furniture, and equipment (FF&E) for a Project. A151 is an agreement for the sale of goods and is governed by the law of the place where the Project is located, including the jurisdiction’s Uniform Commercial Code as adopted. A151-2019 replaces AIA Documents A151™-2007 and A251™-2007.

In A151, the Vendor not only sells and delivers FF&E, it also is responsible for incidental onsite Work such as placing, assembling, and installing the FF&E. A151 includes Vendor insurance requirements and requires the Vendor to coordinate its Work with the work of others on the Project. The Owner is required to provide the Vendor with access to the Project, storage space, and areas to perform the Work. In situations where the Vendor will not perform onsite Work, the parties should consider using AIA Document A152™–2019, Purchase Order.

For all document details and a record of changes, see the summary »

 

Using A151-2019.

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 3.2.

Parties. 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.

Project. The 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.

Architect. The Architect’s full legal or corporate title should be used.

Article 1 – General Provisions

§ 1.11.1 Section 1.11.1 allows the Owner and Vendor to provide notice in electronic format. It is recommended that the parties use AIA Document E203™–2013, Building Information Modeling and Digital Data Exhibit, to establish the protocols for electronic communication. If E203–2013 is not used, insert the requirements for delivering notice in electronic form such as the name, title, and email address of the recipient and whether the system will be required to generate a read receipt (recommended). While notice in electronic form may be provided as set forth in this provision, other protocols for the use or transmission of digital data and BIM are established through the use of E203-2013.

Article 2 – Contract Sum and Payments

§ 2.1.1 Enter the Contract Sum payable to the Vendor.

§ 2.1.2 Identify any alternates described in the Contract Documents and accepted by the Owner. If decisions on alternates are to be made subsequent to execution of AIA Document A151–2019, attach a schedule showing the amount of each alternate and the date it expires.

§ 2.1.3 Identify unit prices, and state quantity limitations, if any, to which the unit price will be applicable.

§ 2.1.4 The Architect’s full legal or corporate title should be used.

§ 2.1.5 Insert the amount and any conditions for liquidated damages relating to failure to achieve Completion of the Work, or designated portion of the Work, on time. Liquidated damages are not a penalty to be inflicted on the Vendor, but must bear an actual and reasonably estimable relationship to the Owner’s loss if construction is not completed on time. If a provision for liquidated damages is included, it should be carefully drafted by the Owner’s attorney and acceptable to the Vendor’s attorney. For further information on liquidated damages see AIA Document A503™, Guide for Supplementary Conditions.

§ 2.1.6 Insert any other provisions that might result in a change to the Contract Sum.

§ 2.2.1 Insert any payment terms, such as payment due dates, deposit requirements, or prompt payment discounts.

Article 3 – Time

The following items should be included as appropriate:

§ 3.2 The date of commencement of the Work should be identified by checking the appropriate box. The date of commencement could be the date of this Agreement, a date set forth in a notice to proceed issued by the Owner, or another date using a method established by the parties. It is important to note that if a selection is not made, the default will be the date of the Agreement.

§ 3.3.2 The time within which Completion of the Work is to be achieved may be expressed as a number of calendar days or as a specified date. Select the appropriate box and insert the date or number of days as appropriate. 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.

§ 3.3.3 Where portions of the Work may be occupied and used prior to Completion of the entire Work, each portion of the Work can be described in this section and the Completion date for each portion of the Work may be indicated.

Article 4 – Owner

§ 4.1 Insert the name and contact information for the Owner’s representative.

Article 5 – Vendor

§ 5.1 Insert the name and contact information for the Vendor’s representative.

Article 13 – Insurance

§ 13.1 Where the Vendor is required to maintain required insurance for a duration other than the date of completion of the Work, indicate the duration of required coverages in the fill point provided.

§ 13.2 Indicate the applicable coverage limits for the Vendor’s commercial general liability coverage.

§ 13.3 Indicate the applicable coverage limits for the Vendor’s automobile liability coverage.

§ 13.4 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.

§ 13.6 Indicate the applicable coverage limits for the Vendor’s employer’s liability coverage.

§ 13.7 Indicate the applicable coverage limits for the Vendor’s professional liability coverage, if applicable.

§ 13.12 If the Vendor will be required to purchase and maintain other insurance, list the type of coverage and any applicable coverage limits.

Article 14 – Claims and Disputes

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 15 – Enumeration of Contract Documents

A detailed enumeration of all Contract Documents must be made in this article. Where optional documents are listed in Section 15.7.1 that will be incorporated as Contract Documents, check the appropriate box and insert an appropriate description of the document. List additional documents in Section 15.7.2 that will form part of the Contract Documents.

 

Executing the agreement.

The persons executing AIA Document A151–2019 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.

ISO® is a registered trademark and Insurance Services Office™ and the titles of the ISO proprietary insurance forms identified herein are trademarks of Insurance Services Office, Inc. (“ISO”). Information which is copyrighted by and proprietary to Insurance Services Office, Inc. or its affiliates (“ISO Material”) is included and referenced in this publication. Use of the ISO Material is limited to ISO Participating Insurers and their Authorized Representatives and other licensees, in each case as licensed by ISO. Use by ISO Participating Insurers is limited to use in those jurisdictions for which the insurer has an appropriate participation with ISO. Use of the ISO Material by Authorized Representatives is limited to use solely on behalf of one or more ISO Participating Insurers, as licensed by ISO.

 

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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