Instructions: B111™ – 2022, Standard form of Agreement Between Owner and Design Architect

Synopsis.

AIA Document B111™–2022 is a standard form of agreement between Owner and Design Architect intended for use in situations where a Design Architect will perform services to establish the design intent of a project. B111–2022 assumes that the owner will retain an Architect of Record to further develop the design and to sign and seal the construction documents. B111-2022 also assumes that the Owner will retain third parties to provide cost estimates and project schedules. B111-2022 is part of the following set of documents that are intended for projects involving a Design Architect and an Architect of Record. 

 

B111™-2022, Standard Form of Agreement Between Owner and Design Architect

B111™-2022, Exhibit A, Design Architect Services

B112™-2022, Standard Form of Agreement Between Owner and Architect of Record

B112™-2022, Exhibit A, Architect of Record Services

B511™-2022, Guide for Projects Involving a Design Architect and Architect of Record

E205™-2022, Architects’ Scope and Responsibility Matrix

 

B111-2022 does not contain a full scope of services and must be paired with E205-2022 or B111-2022, Exhibit A to form a complete contract. E205-2022 should be used in situations where the architects will provide services concurrently, i.e. where the architects work collaboratively and there is some degree of layering of the architects’ services. Alternatively, B111-2022, Exhibit A should be used in situations where the architects perform their services consecutively and there is a hard transfer of responsibility between the Design Architect and Architect of Record at a predetermined milestone. Refer to AIA Document B511-2022, Guide for Projects Involving a Design Architect and Architect of Record for more information.

 

For all document details, see the summary  »

 

Related Documents.

B111-2022 is part of the following set of documents that are intended for projects involving a Design Architect and an Architect of Record. 

 

B111™-2022, Standard Form of Agreement Between Owner and Design Architect

B111™-2022, Exhibit A, Design Architect Services

B112™-2022, Standard Form of Agreement Between Owner and Architect of Record

B112™-2022, Exhibit A, Architect of Record Services

B511™-2022, Guide for Projects Involving a Design Architect and Architect of Record

E205™-2022, Architects’ Scope and Responsibility Matrix

 

Completing B111-2022.

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.

 

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, if known, (3) the proposed building usage, and (4) the size, capacity or scope of the Project, if known.

 

Article 1   Initial Information

  • 1.2 Initial Information is provided in Section 1.2. The parties should take care to be as explicit and detailed as possible with respect to the relevant Initial Information.
  • 1.2.5 The parties must set forth the Owner’s anticipated design and construction schedule, including design phase milestone dates, as those dates are to be incorporated into the Design Architect’s initial schedule for the Design Architect’s services.
  • 1.2.12 The AIA publishes standard form Owner-Consultant Agreements, including C103™–2015, Standard Form of Agreement Between Owner and Consultant without a Predefined Scope of Consultant’s Services, which sets the terms and conditions governing the relationship between the Owner and its Consultant. C103–2015 does not include a scope of services and must be paired with another document providing a description of the required services. The AIA publishes three consultant’s scope of services documents, AIA Documents C201™–2015, Standard Form of Consultant’s Services: Land Survey; C202™–2015, Standard Form of Consultant’s Services: Geotechnical Engineering; and C203™–2017, Standard Form of Consultant’s Services: Commissioning.

 

Article 2   Design Architect’s Responsibilities

  • 2.5.3 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"). Polices 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 as "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.

 

Article 3   Scope of Design Architect’s Basic Services

  • 3.1 B111-2022 does not contain a complete scope of services. One of the exhibits in this section must be selected in order to form a complete agreement. AIA Document E205-2022, Architects’ Scope and Responsibility Matrix should be used in scenarios where the Design Architect and an Architect of Record are providing services concurrently, whereas B111-2022, Exhibit A is intended to be used where the architects provide services consecutively. Refer to AIA Document B511-2022, Guide for Projects Involving a Design Architect and Architect of Record for more information about these exhibits.

 

Article 4   Supplemental and Additional Services

  • 4.1.1 The parties should describe the Design Architect’s Supplemental Services in detail or identify and reference an exhibit that provides the detailed description of the Design Architect’s Supplemental Services. The AIA publishes a number of Standard Form of Architect’s Services documents that can be used as exhibits for this purpose.
  • 4.1.2 The parties should describe in detail the Owner’s Supplemental Services or identify and reference an exhibit that provides the detailed description of the Owner’s Supplemental Services.
  • 4.2.3 Insert an agreed-upon number in each of the spaces provided.
  • 4.2.5 Insert the number of months beyond which the Design Architect shall be entitled to compensation as Additional Services.

Article 8   Claims and Disputes.

  • 8.2.4 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 free online at www.adr.org.

Article 11   Compensation

  • 11.1 Insert the basis of compensation for the Design Architect’s Basic Services.

 

If the parties do not intend to use a stipulated sum method or percentage basis method, Section 11.1 allows the parties to identify another basis of compensation. There are a number of other methods for computing compensation for architectural services. Four of these methods are time-based, reflecting in different ways the time spent by the Design Architect on the Project:

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 Project, do not use time as a factor in the calculation:

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

Square Footage, in which the square footage of the structure 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.

The AIA makes no recommendation as to the appropriateness of any of these methods of compensation on a particular project, nor does the AIA suggest 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 Architect and the Owner. Further, the AIA makes no recommendations and has no guidelines or schedules that specify the amount of compensation an architect should be paid.

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 Architect’s personnel engaged on the Project 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 ________ ($__) per hour. For the purposes of this Agreement, Technical Level I personnel include: (List those personnel by name or job title who are highly skilled specialists, such as job captains, senior designers, senior drafters, senior planners, senior specifiers or senior construction administrators.)
  4. Technical Level II time at the fixed rate of ________ ($__) 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.

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 Project.

  • 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.

 

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 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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