Instructions: A105™–2017, Standard Short Form of Agreement Between Owner and Contractor

Synopsis. 

AIA Document A105–2017 is a stand-alone agreement with its own general conditions. AIA Document A105–2017 is for use on a project that is modest in size and brief in duration, and where payment to the contractor is based on a stipulated sum (fixed price). A105-2017 replaces AIA Document A105-2007, Standard Form of Agreement Between Owner and Contractor for a Residential or Small Commercial Project. 

Although A105 and B105 share some similarities with other agreements, the Small Projects family should NOT be used in tandem with agreements in other document families without careful side-by-side comparison of contents. For document details and a record of changes, see the summary »

  

Using A105–2017.

Cover Page

Date. The date represents the date the Agreement becomes effective. It may be the date that 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.

Parties. Parties to this 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, 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 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, and (3) a brief description of the Project, including the proposed building usage, size, and capacity or scope of the project.

Article 1 – Contract Documents

List Contract Documents, including Drawings and Specifications by title, number, and date, as well as addenda or Supplementary Conditions, if any.

Article 2 – Date of Commencement and Substantial Completion

§ 2.2 If the date of Commencement of the Contractor’s Work is a date other than the date of the Agreement, the date should be included in the fill point at Section 2.2. 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.

§ 2.3 The time within which Substantial 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.

Article 3 – Contract Sum

§ 3.1 Insert a fixed figure as the Contract Sum. If the Contract Sum is not to be a fixed price (also known as a stipulated sum), significant additional modifications may be necessary to adapt the Agreement to other methods of compensation, such as those involving a cost of the Work plus a fee provided to the Contractor.

§ 3.2 Insert the schedule of values whereby the Contract Sum is allocated among the various portions of the Work.

§ 3.3 Insert Unit Price(s) and quantity limitations, if any.

§ 3.4 Insert Allowances, if any, to be included in the Contract Sum.

§ 3.5 Identify accepted alternates, if any.

Article 4 – Payment

§ 4.1 Insert payment procedures for monthly payment, or for payment upon completion of phases of the work, including provisions for retainage, if any. Allow sufficient time for the Architect’s and Owner’s review between the dates when the Contractor’s Application for Payment is to be submitted to the Architect and when payment is due.

§ 4.2 Insert the interest rate applicable to overdue payments or leave blank to permit the legal rate to apply.

Article 5 – Insurance

§ 5.1.1 Indicate the applicable coverage limits for the Contractor’s commercial general liability coverage.

§ 5.1.2 Indicate the applicable coverage limits for the Contractor’s automobile liability coverage.

§ 5.1.3 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.

§ 5.1.5 Indicate the applicable coverage limits for the Contractor’s employer’s liability coverage.

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

Article 17 – Other Terms and Conditions

Insert other terms and conditions or make reference to attachments) that contain them.

   

Executing the agreement.

Persons executing AIA Document A105–2017 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 an individual to act on behalf of the firm or entity should be attached. All joint owners on legal record should sign this Agreement. The Contractor’s license number should be inserted if licensing is required in the jurisdiction where the project is located.

 

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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