Content.

Synopsis

Purpose

Related documents

Changes from the previous edition

Dispute Resolution—Mediation and Arbitration

 

Synopsis.

AIA Document A141–2014 replaces A141–2004, Standard Form of Agreement Between Owner and Design-Builder, and consists of the Agreement portion and Exhibit A, a Design-Build Amendment that is executed when the Owner and Design-Builder have agreed on the Contract Sum. Additionally, A141–2014 includes two optional exhibits, Exhibit B, Insurance and Bonds, and Exhibit C, Sustainable Projects. AIA Document A141–2014 forms the nucleus of the Contract for Design-Build between the Owner and Design-Builder.

In A141–2014, the Owner provides a set of criteria establishing the requirements for the Project. Thereafter, the Design-Builder will review to develop a Preliminary Design and then provide a proposal to the Owner regarding the Contract Sum. Upon mutual agreement, the Owner and Design-Builder will execute the Design-Build Amendment to establish the Contract Sum and document the information upon which the Contract Sum is based. The Design-Build Amendment also includes the determination for the Cost of the Work, if the Contract Sum is based on a Cost of the Work with or without a Guaranteed Maximum Price. For use and execution of a document, see its instructions »

 

Purpose.

AIA Document A141™–2014 replaces AIA Document A141™–2004, Standard Form of Agreement Between Owner and Design-Builder, and consists of the Agreement portion and Exhibit A, a Design-Build Amendment that is executed when the Owner and Design-Builder have agreed on the Contract Sum. Additionally, A141–2014 includes two exhibits, Exhibit B, Insurance and Bonds, and Exhibit C, Sustainable Projects. AIA Document A141–2014 forms the nucleus of the Contract for Design-Build between the Owner and Design-Builder.

Design-Build is a process in which the owner contracts directly with one entity to provide both the design and construction of the project. The design-builder may be a design-build entity, an architect, construction contractor, real estate developer, or any person or entity legally permitted to do business as a design-builder in the jurisdiction where the project is located. The design-builder’s organization may take a variety of legal forms, such as a sole proprietorship, a partnership, a joint venture, or a corporation. An architect or architectural firm choosing to function as a design-builder may directly contract to perform design-build services or, alternatively, may form a separate corporate entity or joint venture for design-build.

Prior to entering into this agreement, any person or entity that wishes to act as the design-builder should consult its legal counsel and insurance advisers. Some states may restrict or prohibit design-build practices under statutes that regulate architectural registration, contractor licensing, or incorporation of professionals.

 

AIA Document A141–2014 is published in conjunction with six other documents in the 2014 Design-Build family. This family of documents is intended to govern the relationships among the parties to a design-build project:

A142™–2014, Agreement Between Design-Builder and Contractor

A441™–2014, Agreement Between Contractor and Subcontractor for a Design-Build Project

B143™–2014, Agreement Between Design-Builder and Architect

C141™–2014, Agreement Between Owner and Consultant for a Design-Build Project

C441™–2014, Agreement Between Architect and Consultant for a Design-Build Project

G744™–2014, Certificate of Substantial Completion for a Design-Build Project

Before transmitting Instruments of Service or other information in digital form, parties should establish protocols for that transmission. The parties may want to consider using AIA Documents E203™–2013, Building Information Modeling and Digital Data Protocol Exhibit; G201™–2013, Project Digital Data Protocol Form; and G202™–2013, Project Building Information Modeling Protocol Form, for that purpose.

 

Changes from the previous edition.

Format. An integrated agreement and terms and conditions document replaces the A141–2004 structure, which contained separate terms and conditions in an exhibit. In addition, A141–2014 does not require the Owner and Design-Builder to establish the Contract Sum at the time the agreement is executed. It is intended that the Design-Builder will engage in a review of the Owner’s Criteria, develop a Preliminary Design and then provide a proposal to the Owner regarding the Contract Sum. Upon mutual agreement, the Owner and Design-Builder will execute the Design-Build Amendment to establish the Contract Sum and document the information upon which the Contract Sum is based. The Design-Build Amendment also includes the determination for the Cost of the Work, if the Contract Sum is based on a Cost of the Work with or without a Guaranteed Maximum Price. In the 2004 documents, the Cost of the Work provisions were found in a separate exhibit to the Agreement.

A141–2014, Exhibit B, Insurance and Bonds, sets forth the insurance and bonding requirements for the Owner and Design-Builder. By default, the standard form incorporates Exhibit B. It is important to note, however, that if Exhibit B is not completed and incorporated into the Agreement, or is not replaced by separate insurance and bond provisions, the agreement will have no insurance obligations. Users are strongly encouraged to review their insurance needs with legal and insurance counsel to determine the appropriate insurance requirements for their particular project.

A141–2014, Exhibit C, Sustainable Projects, has been developed for use on a project where the Owner intends to pursue one or more sustainability goals, which are referred to in Exhibit C as the Sustainable Objective. Exhibit C is an optional exhibit that can be used on a wide variety of sustainable projects; including those in which the Sustainable Objective includes obtaining a Sustainability Certification, such as LEED® (Leadership in Energy and Environmental Design), or those in which the Sustainable Objective is based on incorporation of performance-based sustainable design or construction elements. It is intended that if the Owner identifies a Sustainable Objective in the Owner’s Criteria, the parties will incorporate Exhibit C to identify the scope of Design-Builder’s “Sustainability Services” and any obligations the Owner may have in relation to achieving the Sustainable Objective.

The Design-Builder’s Sustainability Services are critical in fully defining the Owner’s sustainability goals for the Project; identifying the steps necessary to achieve those goals, and identifying the party responsible for completing each step. The Sustainability Services require the Design-Builder to meet with the Owner prior to preparation of the Preliminary Design to discuss the sustainable features of the Project during a Sustainability Workshop. The ultimate outcome of the Sustainability Workshop is the development of a Sustainability Plan that fully identifies the Owner’s Sustainable Objective for the Project, outlines Sustainable Measures necessary to achieve the Sustainable Objective, and allocates responsibility for each of the Sustainable Measures to the Project participant in the best position to perform the Sustainable Measure. The Sustainability Plan will be incorporated into the Design-Build Amendment, thus becoming a Design-Build Document.

The section numbers in each of the exhibits have a prefix before the section number corresponding to the specific Exhibit, For example, Exhibit A sections have the prefix “A.” before the numbers to distinguish them from the section designations in the Agreement. Exhibit B and C sections are similarly distinguished. The Standard Form exhibits may be used as is, modified, or replaced with custom exhibits of the parties’ creation.

Owner’s Criteria. In A141–2014, a specifically defined set of Owner’s Criteria replaces the more amorphous 2004 concept of Project Criteria. The Owner is required to provide the Owner’s Criteria as part of the initial information presented to the Design-Builder at the time of execution of the agreement. The Owner’s Criteria can vary in level of detail. It may be very basic information related to the Owner’s program or constitute a set of early design documents (e.g. bridging documents). In either event, the Owner’s Criteria sets the Owner’s requirements for the Project and the Owner’s Criteria cannot be changed without a written amendment to the Agreement. Further, because the Owner’s Criteria is part of the Design-Build Documents, the Design-Builder is required to design and construct the Project in accordance with the Owner’s Criteria.

Preliminary Design. Unlike the 2004 documents, A141–2014 describes a specific set of design services the Design-Builder is required to perform as well as a defined deliverable in the form of the Preliminary Design. The Preliminary Design shall include confirmation of the allocations of program functions; site plan, building plans, sections, and elevations; structural systems; selections of major building systems, including but not limited to mechanical, electrical and plumbing systems; and, outline specifications or sufficient drawing notes describing construction materials. The Preliminary Design must also include a report of any deviations in the Preliminary Design from the Owner’s Criteria. Any deviations, however, shall not modify the Owner’s Criteria unless a written amendment to the Agreement is executed.

Design-Builder’s Proposal and the Design-Build Amendment. Following the Preliminary Design, the Design-Builder is required to prepare and submit a proposal to the Owner. The Design-Builder’s Proposal shall include a list of the Preliminary Design documents and other information upon which the Design-Builder’s Proposal is based; the proposed Contract Sum; the proposed date of Substantial Completion; an enumeration of any qualifications and exclusions; a list of the Design-Builder’s personnel, contractors and suppliers; and the date on which the Design-Builder’s Proposal expires. Once the Owner and Design-Builder fully negotiate and reach mutual acceptance of the terms addressed in the Design-Builder’s Proposal, the Owner and Design-Builder will execute the Design-Build Amendment to fully document their agreement. It is important to note that because the Design-Build Amendment is a written amendment signed by both parties, the deviations from the Owner’s Criteria identified in the Amendment will modify the original Owner’s Criteria and become part of the Design-Build Documents.

 

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.