Dispute Resolution—Mediation and Arbitration
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 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. For use and execution of a document, see its instructions »
Integrated Project Delivery is a project delivery approach that integrates people, systems, business structures, and practices into a process that collaboratively harnesses the talents and insights of all participants to reduce waste and optimize efficiency through all phases of design, fabrication, and construction. AIA Document A295–2008, a general conditions form, provides the terms and conditions under which the Owner, Contractor, and Architect will work together on a Project that utilizes Integrated Project Delivery and is the cornerstone of this delivery model.
AIA Document A295–2008 integrates the duties and services of the Owner, Architect, and Contractor through each phase of Integrated Project Delivery. A295–2008 describes the services and duties of the Owner, Contractor, and Architect in six phases: Conceptualization; Criteria Design; Detailed Design; Implementation Documents; Construction; and Closeout. Throughout the Conceptualization, Criteria Design and Detailed Design phases, the Architect performs its design services in close collaboration with the Owner and Contractor. The Contractor, during the design phases, provides estimating and other advisory services, such as constructability reviews, to inform the Architect’s design. At the conclusion of the Detailed Design Phase, the Owner and Contractor negotiate a Guaranteed Maximum Price and the GMP Documents are identified. The Contractor is thereafter required to construct the Project in accordance with the GMP Documents. Upon establishment of the Guaranteed Maximum Price, A295–2008 provides essential terms for the construction contract, clearly delineating the duties of the Owner, Contractor and Architect through the Implementation Documents, Construction, and Closeout Phases.
In addition to the unique manner in which A295–2008 describes the Owner, Architect and Contractor’s duties, it also requires the utilization of a building information model to the greatest extent practicable. A building information model is a digital representation of the physical and functional characteristics of the Project. The building information model may consist of a single model or multiple models used in the aggregate. In order to utilize the building information model and any other digital information used on the Project in the most efficient manner, A295–2008 requires the Owner, Architect, and Contractor to meet and delineate the types of software to be used, standards and tolerances required, and the permitted uses for all such digital information. Such determinations are to be set forth in AIA Document E203™–2013, or a similar protocol document, that is incorporated by reference into all agreements for services or construction for the Project.
In order to achieve this highly collaborative process, the terms of A295–2008 are incorporated by reference into the Owner-Architect and Owner-Contractor Agreements. A295–2008 should also be incorporated by reference into any consultant and subcontractor agreements the Architect and Contractor may enter into. The result is that the parties establish a common basis for the primary and secondary relationships of Integrated Project Delivery.
A295–2008 is incorporated by reference into B195–2008, Standard Form of Agreement between Owner and Architect for Integrated Project Delivery and A195–2008, Standard Form of Agreement between Owner and Contractor for Integrated Project Delivery. A295–2008 may also be adopted by indirect reference into the Architect-Consultant agreement when the prime Agreement between the Owner and Architect adopts A295–2008 and it is in turn adopted into the Architect-Consultant agreement, AIA Document C401™–2007. Such incorporation by reference is a valid legal drafting method, and documents so incorporated are generally interpreted as part of the respective contract. Pursuant to section 9.19.3 of A295–2008, the contractor must require each Subcontractor, to be bound to the Contractor by the terms of A295–2008, and to assume toward the Contractor all obligations and responsibilities which the contractor, under the A295–2008, assumes toward the Owner and Architect.
The GMP Documents, including A295–2008, record the Contract for Construction between the Owner and the Contractor. The other GMP Documents are the A195–2008, Supplementary Conditions, Drawings, Specifications, and Modifications. Although the AIA does not produce standard documents for Supplementary Conditions, Drawings or Specifications, a variety of model and guide documents are available, including AIA’s MASTER SPEC and AIA Document A503™–2017/2019, Guide for Supplementary Conditions.
As mentioned above and diagrammed below, A295–2008 is a vital document used to allocate the proper legal responsibilities of the parties.
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.