Instructions: B171™–2013, Standard Form of Agreement Between Owner and Design Manager for use in a Multiple Project Program

 

Synopsis. 

AIA Document B171–2013 is a standard form of agreement between owner and design manager for use in a program with more than one project and where design management services are to be provided under a separate contract with the owner. 

It is coordinated with AIA Document C171™–2013, an owner/program manager agreement, where the program manager is an independent adviser to the owner throughout the course of the program. The design manager is required to assist the owner and the program manager in developing and establishing the owner’s program. Additionally, the design manager provides limited architectural services for each project in the program. 

Upon the development of the program, the design manager is required to develop the design standards, which will provide a functional, aesthetic, and quality framework for the projects in the program. After establishment of the design standards, the design manager performs schematic design and design development architectural services for each project in the program in order to develop a transfer package that the owner can provide to the architect(s) of record for each project in the program. 

Both B171–2013 and C171–2013 are based on the premise that one or more separate architects of record and construction contractors will also contract with the owner for final design and construction of each project. AIA Document B172™–2013, Standard Form of Agreement Between Owner and Architect for Architect of Record Services, is intended to be used as the agreement between the owner and each architect of record. 

The architect of record is responsible for preparation of the construction documents, and related design and bidding phase services, and administration of the owner/contractor agreement on a project by project basis.

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

 

Using B171–2013.

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. 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 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.

Program. The proposed Program should be described in sufficient detail to identify (1) the official name or title of the facilities in the Program, (2) the location of the sites of the projects in the Program, if known, (3) the proposed building usages, and (4) the size, capacity or scope of the Program, 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 2 – Design Manager’s Responsibilities

§ 2.5 To the extent the insurance required under Section 2.5 exceeds the types or limits of insurance the Design Manager normally maintains, the Owner and Design Manager can negotiate a method by which the Owner will reimburse the Design Manager for any additional costs associated with such excess types or limits of insurance. The agreed-upon method for reimbursement, if any, shall be set forth in Section 11.6.3.

Article 4 – Additional Services

§ 4.1 The parties should complete the table contained at Section 4.1 prior to executing the Agreement. For each service listed, the parties should indicate the party responsible for providing the service in the appropriate column and identify the place where the service is described—e.g., “Section 4.2” “or an exhibit attached to this document and identified below,” etc. The Design Manager is not responsible for any listed service unless specifically so designated in the Responsibility column of the table.

§ 4.1.10 If Facility Condition Assessment services are identified as the responsibility of the Design Manager in Section 4.1.10, the detailed description of those services is located in Section 4.3.3.

§ 4.3.2.1 Insert an agreed-upon number of meetings beyond which the Design Manager will be entitled to compensation as Additional Services under this section.

§ 4.3.2.2 Insert an agreed-upon number of attendances at public hearings beyond which the Design Manager will be entitled to compensation as Additional Services under this section.

Article 8 – Claims and Disputes

§ 8.3.4 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 10 – Miscellaneous Provisions

§ 10.1 Insert the name of the jurisdiction whose laws shall govern this Agreement.

Article 11 – Compensation

There are a number of methods for computing compensation for the Design Manager’s services. Four of these methods are time-based, reflecting in different ways the time spent by the Design Manager on the Program:

Multiple of Direct Salary Expense, in which direct salaries of designated personnel are multiplied by a factor representing benefits, overhead, and profit.

Multiple of Direct Personnel Expense, in which the salaries plus benefits of designated personnel are multiplied by a factor representing overhead and profit.

Professional Fee Plus Expenses, in which the salaries, benefits, and overhead of designated personnel are the expense and the fee may be a multiplier, percentage or lump sum representing profit.

Hourly Billing Rates, in which salaries, benefits, overhead and profit are included in the rate for designated personnel.

Other methods, while they may be indirectly related to time expended on the Program, do not use time as a factor in the calculation:

Stipulated Sum, in which compensation is listed as a dollar amount.

Multiple of Consultants’ Billing, in which Consultants’ bills are multiplied by a factor representing the Design Manager’s administrative costs, overhead, and profit.

Square Footage, in which the square footage of the structure or structures is multiplied by a pricing factor.

Unit Cost, in which the number of certain units such as rooms, acres, etc., is multiplied by a pricing factor.

Royalty, in which compensation is a share in the Owner’s income or profit derived from the built facility or facilities.

The AIA makes no recommendation as to the appropriateness of any of these methods of compensation, nor does the AIA suggests that the foregoing list includes all methods that are possible, practical or in actual use. The use of any of the compensation methods described above, singly or in combination with other methods, is a business decision for the Design Manager and the Owner. Further, the AIA makes no recommendations and has no guidelines or schedules that specify the amount of compensation that should be paid.

§ 11.1 Insert the basis of compensation for the Design Manager’s Basic Services. Sample language is provided below for several of the most widely used methods of compensation.

If a Multiple of Direct Salary Expense is used, include multipliers using words and numerals in the following insert:

Compensation for services rendered by principals and employees shall be based on a multiple of ________ (__) times Direct Salary Expense, which shall be defined as the direct salaries of the Design Manager’s personnel engaged on the Program excluding any costs of mandatory or customary contributions and benefits. Compensation for services rendered by Consultants shall be based on a multiple of ________ (__) times the amounts billed by Consultants.

If a Multiple of Direct Personnel Expense is used, include multipliers using words and numerals in the following insert:

Compensation for services rendered by principals and employees shall be based on a multiple of ________ (__) times Direct Personnel Expense. Compensation for services rendered by Consultants shall be based on a multiple of ________ (__) times the amounts billed by Consultants.

If a Professional Fee Plus Expenses is to be used, include the dollar figure and the appropriate multipliers (using words and numerals) in the following insert:

Compensation shall be a Fixed Fee of ________ ($__) plus a multiple of ________ (__) times Direct Personnel Expense. Compensation for services rendered by Consultants shall be based on a multiple of ________ (__) times the amounts billed by Consultants.

Alternatively, the fee (representing profit) may be calculated as a multiplier or percentage.

If Hourly Billing Rates are used, include the cumulative amount for salary, benefits, overhead, and profit to fix each rate using words and numerals in the following insert:

Compensation for services rendered by Principals and employees shall be based upon the hourly billing rates set forth below:

      1. Principals’ time at the fixed rate of ________ ($__) per hour. For the purposes of this Agreement, the Principals are: (List Principals, such as owners, partners, corporate officers and participating associates.)
      2. Supervisory time at the fixed rate of ________ ($__) per hour. For the purposes of this Agreement, supervisory personnel include: (List managerial personnel by name or job title, such as general manager, department head or project manager.)
      3. Technical Level I time at the fixed rate of ________ ($__) per hour. For the purposes of this Agreement, Technical Level I personnel include: (List those personnel by name or job title who are highly skilled specialists.)
      4. Technical Level II time at the fixed rate of ________ ($__) per hour. For the purposes of this Agreement, Technical Level II personnel include: (List those personnel by name or job title who hold intermediate-level positions relative to Technical Level I, such as professionals awaiting licensure and managers of clerical staff.)
      5. Technical Level III and clerical personnel time at the fixed rate of ________ ($__) per hour. For the purposes of this Agreement, Technical Level III and clerical personnel include: (List those personnel by name or job title who occupy junior-level positions, such as word processor or office assistant.)
      6. Compensation for services rendered by Consultants shall be based on a multiple of ________ (__) times the amounts billed by Consultants.

If a Stipulated Sum is to be used, insert the sum in words and numerals in the following sample language:

Compensation shall be a stipulated sum of ________ ($__).

No sample language is provided for compensation based on square footage, unit cost or royalty. Parties choosing one or more of these methods should craft their own language based on the particulars of the Program.

§ 11.2 See methods of compensation shown above for Section 11.1.

§ 11.3 See methods of compensation shown above for Section 11.1.

§ 11.4 See methods of compensation shown above for Section 11.1, if other than a percentage of the invoiced amount.

Article 12 – Special Terms and Conditions

Insert any modifications 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 AIA Document B171–2013 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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