Summary: A201®–2007, General Conditions of the Contract for Construction

Content.

Synopsis

Purpose

Related documents

Changes from the previous edition

Dispute Resolution—Mediation and Arbitration

 

Synopsis.

The general conditions are an integral part of the contract for construction for a large project and they are incorporated by reference into the owner/contractor agreement. They set forth the rights, responsibilities, and relationships of the owner, contractor, and architect. Though not a party to the contract for construction between owner and contractor, the architect participates in the preparation of the contract documents and performs construction phase duties and responsibilities described in detail in the general conditions. AIA Document A201–2007 is adopted by reference in owner/architect, owner/contractor, and contractor/subcontractor agreements in the Conventional family of documents; thus, it is often called the “keystone” document. 

 

Purpose.

AIA Document A201–2007, a general conditions form, is considered the keystone document of the Conventional family of documents because it provides the terms and conditions under which the Owner, Contractor, and Architect will work together during the building construction process. When adopted into an Owner-Contractor agreement, A201 provides an essential component of the construction contract. In addition, it is incorporated by reference into the Owner-Architect and Contractor-Subcontractor agreements in the A201 family of documents, thus establishing a common basis for the primary and secondary relationships on the typical medium to large size or complex (involving fast track scheduling or multiple bid packages) construction project.

 

AIA Document A201–2007 is incorporated by reference into three AIA Owner-Contractor agreements: A101, A102, and A103; into A401, Agreement Between Contractor and Subcontractor; and into two AIA Owner-Architect agreements: B101 and B103. 

A201–2007 may be adopted by indirect reference into the Architect-Consultant agreement when the prime Agreement between the Owner and Architect adopts A201–2007 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 incorporated are generally interpreted as part of the respective contract.

The Contract Documents, including A201–2007, record the Contract for Construction between the Owner and the Contractor. The other Contract Documents are the Owner-Contractor agreement, 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, A201–2007 is a vital document used to allocate the proper legal responsibilities of the parties.

On construction projects, contractual relationships are created between owners, architects, architects’ consultants, contractors, subcontractors, sub-subcontractors, and others down through the multiple tiers of participants. If custom-crafted agreements were written in isolation for each of those contractual relationships, the problems of overlaps and gaps in the numerous participants’ responsibilities could lead to mass confusion and chaos. To prevent and solve this problem, the construction industry commonly uses standardized general conditions, such as AIA Document A201, for coordinating those many relationships on the project by its adoption into each contract.

The AIA expends significant time and resources in the development of A201 and its related agreements to provide coordinated linkages in the tiers of legal relationships. AIA documents related to A201 are crafted with common phrasing, uniform definitions and a consistent, logical allocation of responsibilities down through the tiers of relationships. Together these documents are known as the Conventional family of documents, and are listed below:

A101™, Agreement Between Owner and Contractor (Stipulated Sum)

A102™, Agreement Between Owner and Contractor (Cost Plus Fee, with GMP)

A103™, Agreement Between Owner and Contractor (Cost Plus Fee, without GMP)

A401™, Agreement Between Contractor and Subcontractor

A503™, Guide for Supplementary Conditions

A701™, Instructions to Bidders

B101™, Agreement Between Owner and Architect

B103™, Agreement Between Owner and Architect for a Large or Complex Project

B201™, Architect’s Services: Design and Construction Contract Administration

B503™, Guide for Amendments to AIA Owner-Architect Agreements

C401™, Agreement Between Architect and Consultant

The Conventional family is augmented by a number of standard contract administration documents (G-Series) used generally for processing payments to the Contractor and formalizing changes in the Work.

 

Changes from the previous edition.

AIA Document A201–2007 revises the 1997 edition to reflect changes in construction industry practices and the law. Comments and assistance in this revision were received from numerous individuals and organizations, including those representing owners, architects, engineers, specifiers, general contractors, subcontractors, independent insurance agents, sureties, attorneys and arbitrators.

A number of substantial changes have been made to A201–2007. The principal changes are described below:

Article 1. A definition of Instruments of Services is now added and the ownership and use of drawings, specifications and other instruments of services is further clarified. Additionally, the parties are now required to establish the necessary protocols to govern the electronic transmission of data. This article also adds Initial Decision Maker as a defined term (refer to Article 15).

Article 2. Following commencement of the Work, the Contractor may only require the Owner to provide reasonable evidence that adequate financial arrangements have been made if certain enumerated conditions (of a type that would cause the Contractor to have concerns about the Owner’s ability to meet its financial obligations) exist.

Article 3. Since 1997, many construction projects have suffered delays due to the discovery of burial grounds, archaeological sites, and wetlands. New Section 3.7.5 addresses the Owner’s and Contractor’s responsibilities in the event these are not noted on the Contract Documents, but discovered during construction. Section 3.3.1 now clarifies the extent of the Owner’s responsibility for the costs associated with Owner-required means and methods of construction. Also, new requirements for the Contractor to notify the owner of its proposed superintendent are set out in Section 3.9.

Article 4. This article is revised to coordinate with changes to the 2007 AIA Owner-Architect agreements that incorporate A201–2007 and is now re-titled “Architect.” The process for making, deciding and resolving Claims is substantially revised and is relocated from Article 4 to a new Article 15.

Article 7. Section 7.3.9 is now revised to provide a more efficient process for making payments to the Contractor for changes to the Work completed under Construction Change Directives.

Article 9. New Section 9.5.3 allows the Owner to issue joint checks, if the Architect withholds certification for payment as a result of the Contractor’s failure to make payments properly to the Subcontractors or to lower-tier subcontractors and suppliers. Section 9.5.3 now grants the Owner authority to request written evidence from the Contractor that the Contractor has properly paid the Subcontractors, etc.

Article 10. New Section 10.3.5 now adds a reciprocal indemnity provision whereby the Contractor indemnifies the Owner for costs and expenses related to hazardous materials the Contractor brings to the site and negligently handles, except where such costs and expenses are due to the Owner’s fault or negligence.

Article 11. This article deletes the optional Project Management Protective Liability insurance added in 1997 to cover vicarious liability for construction operations. To diminish the costs to the Project team of third-party claims, a new Section 11.1.4 requires the Contractor to add the Owner, Architect and Architect’s consultants as additional insureds on its commercial liability coverage for claims caused by the Contractor’s negligence during the Contractor’s operations. The Contactor is also required to add the Owner as an additional insured on its commercial liability coverage for claims caused by the Contractor’s negligence during the Contractor’s completed operations.

Article 13. Section 13.5.1 now makes the Owner responsible for the costs of tests when applicable codes, such as the International Building Code, prohibit the Owner from delegating the costs. Section 13.7, establishing the time period in which the Owner and Contractor must bring Claims, is amended to more closely follow state statutes of limitations and repose and to require compliance with state law.

Article 15. New Article 15 consists of revised Claims and Disputes language from Article 4 of AIA Document A201–1997. Article 15 introduces the concept of an Initial Decision Maker (IDM). Unlike the 1997 edition, A201–2007 allows for Claims to be decided initially by someone other than the Architect. The Owner and the Contractor have an opportunity to identify an IDM other than the Architect in the Owner-Contractor agreement. If the Owner and Contractor do not select a third party IDM, however, the Architect will serve as the IDM, thus maintaining its traditional role as the initial decider of Claims. For most Claims, a decision by the IDM remains a condition precedent to proceeding to mediation. As in A201–1997, mediation is a condition precedent to the method of binding dispute resolution selected in the Owner-Contractor agreement. While arbitration is no longer mandatory in the 2007 Conventional family of documents, Article 15 sets forth the requirements for arbitration if it is the selected method of binding dispute resolution. Unlike in the 1997 edition, however, A201–2007 allows for consolidation of arbitrations and joinder of necessary third 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.

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