Document B105. Standard Form of Agreement Between Owner and Architect for a Residential or Small Commercial Project

Transcription

1 TM Document B Standard Form of Agreement Between Owner and Architect for a Residential or Small Commercial Project AGREEMENT made as of the in the year (In words, indicate day, month and year.) day of BETWEEN the Owner: (Name, legal status, address and other information) and the Architect: (Name, legal status, address and other information) for the following Project: (Name, location and detailed description) This document has important legal consequences. Consultation with an attorney is encouraged with respect to its completion or modification. State or local law may impose requirements on contracts for home improvements. If this document will be used for Work on the Owner s residence, the Owner should consult local authorities or an attorney to verify requirements applicable to this Agreement. The Owner and Architect agree as follows. Init. / ACD44 1

2 ARTICLE 1 ARCHITECT S RESPONSIBILITIES The Architect shall provide architectural services for the Project as described in this Agreement in a manner consistent with locally accepted standards for professional skill and care. The Architect shall assist the Owner in determining consulting services required for the Project. The Architect s services include the following consulting services, if any: During the Design Phase, the Architect shall review the Owner s scope of work, budget and schedule and reach an understanding with the Owner of the Project requirements. Based on the approved Project requirements, the Architect shall develop a design. Upon the Owner s approval of the design, the Architect shall prepare Construction Documents indicating requirements for construction of the Project and shall coordinate its services with any consulting services the Owner provides. The Architect shall assist the Owner in filing documents required for the approval of governmental authorities, in obtaining proposals and in awarding contracts for construction. During the Construction Phase, the Architect shall act as the Owner s representative and provide administration of the Contract between the Owner and Contractor. The extent of the Architect s authority and responsibility during construction is described in AIA Document A , Standard Form of Agreement Between Owner and Contractor for a Residential or Small Commercial Project. Generally, the Architect s services during construction include interpreting the Contract Documents, reviewing the Contractor s submittals, visiting the site, reviewing and certifying payments, and rejecting nonconforming Work. ARTICLE 2 OWNER S RESPONSIBILITIES The Owner shall provide full information about the objectives, schedule, constraints and existing conditions of the Project, and shall establish a budget that includes reasonable contingencies and meets the Project requirements. The Owner shall provide decisions and furnish required information as expeditiously as necessary for the orderly progress of the Project. The Architect shall be entitled to rely on the accuracy and completeness of the Owner s information. The Owner shall furnish consulting services not provided by the Architect, but required for the Project, such as surveying, which shall include property boundaries, topography, utilities, and wetlands information; geotechnical engineering; and environmental testing services. The Owner shall employ a Contractor, experienced in the type of Project to be constructed, to perform the construction Work and to provide price information. ARTICLE 3 USE OF DOCUMENTS Drawings, specifications and other documents prepared by the Architect are instruments of the Architect s service and are for the Owner s use solely with respect to this Project. The Architect shall retain all common law, statutory and other reserved rights, including the copyright. Upon completion of the Project or termination of this Agreement, the Owner s right to use the instruments of service shall cease. When transmitting copyright-protected information for use on the Project, the transmitting party represents that it is either the copyright owner of the information, or has permission from the copyright owner to transmit the information for its use on the Project. ARTICLE 4 TERMINATION, SUSPENSION OR ABANDONMENT In the event of termination, suspension or abandonment of the Project by the Owner, the Architect shall be compensated for services performed. The Owner s failure to make payments in accordance with this Agreement shall be considered substantial nonperformance and sufficient cause for the Architect to suspend or terminate services. Either the Architect or the Owner may terminate this Agreement after giving no less than seven days written notice if the Project is suspended for more than 90 days, or if the other party substantially fails to perform in accordance with the terms of this Agreement. ARTICLE 5 MISCELLANEOUS PROVISIONS This Agreement shall be governed by the law of the place where the Project is located. Terms in this Agreement shall have the same meaning as those in AIA Document A , Standard Form of Agreement Between Owner and Contractor for a Residential or Small Commercial Project. Neither party to this Agreement shall assign the contract as a whole without written consent of the other. Nothing contained in this Agreement shall create a contractual relationship with, or a cause of action in favor of, a third party against either the Owner or the Architect. Init. / 2

3 The Architect and Architect s consultants shall have no responsibility for the identification, discovery, presence, handling, removal or disposal of, or exposure of persons to, hazardous materials in any form at the Project site. ARTICLE 6 PAYMENTS AND COMPENSATION TO THE ARCHITECT The Architect s Compensation shall be: The Owner shall pay the Architect an initial payment of ($ ) as a minimum payment under this Agreement. The initial payment shall be credited to the final invoice. The Owner shall reimburse the Architect for expenses incurred in the interest of the Project, plus percent ( %). Payments are due and payable upon receipt of the Architect s monthly invoice. Amounts unpaid ( ) days after the invoice date shall bear interest from the date payment is due at the rate of percent ( %), or in the absence thereof, at the legal rate prevailing at the principal place of business of the Architect. At the request of the Owner, the Architect shall provide services not included in Article 1 for additional compensation. Such services may include providing or coordinating services of consultants not identified in Article 1; revisions due to changes in the scope, quality or budget; evaluating changes in the Work and Contractors requests for substitutions of materials or systems; and services not completed within ( ) months of the date of this Agreement through no fault of the Architect. ARTICLE 7 OTHER PROVISIONS (Insert descriptions of other services and modifications to the terms of this Agreement.) This Agreement entered into as of the day and year first written above. OWNER (Signature) ARCHITECT (Signature) (Printed name and title) (Printed name and title) Init. / CAUTION: You should sign an original AIA Contract Document, on which this text appears in RED. An original assures that changes will not be obscured. 3

4 Document B Instructions Standard Form of Agreement Between Owner and Architect for a Residential or Small Commercial Project GENERAL INFORMATION Purpose. AIA Document B is intended to be used for a residential or small commercial project that is modest in size and brief in duration. For larger and more complex projects, other AIA agreements are more suitable, such as AIA Document B , Agreement Between Owner and Architect for a Project of Limited Scope. For even larger or more complex projects, Owner/Architect agreements B or B are appropriate. Related Documents. B and AIA Document A , Standard Form of Agreement Between Owner and Contractor for a Residential or Small Commercial Project, comprise the Small Projects family of documents. Within a document family, common definitions and parallel phrasing combine to form a consistent structure in support of all the major contractual relationships on the construction project. B105 adopts A105 by reference as it sets forth the Architect s responsibilities during the Construction Phase. Alternate Dispute Resolution (ADR) Methods. In order to maintain the condensed nature of this document, arbitration and other ADR provisions are omitted, but the parties may include them under Article 7. Even if not included in the agreement, the parties may agree to use ADR methods to resolve disputes instead of filing claims in court. For information about various methods of dispute resolution, refer to The Construction Industry s Guide to Dispute Avoidance and Resolution, free online at Use of Non-AIA Forms. If a combination of AIA documents and non-aia documents is to be used, particular care must be taken to achieve consistency of language and intent. Of particular concern is the need for consistency between the Owner-Architect Agreement and the anticipated General Conditions of the Contract for Construction in the delineation of the Architect s Construction Phase services and responsibilities. Letter Forms of Agreement. Letter forms of agreement are generally discouraged by the AIA, as is the performance of a part or the whole of professional services based on oral agreements or understandings. The standard AIA agreement forms have been developed through more than 100 years of experience and have been tested repeatedly in the courts. In addition, the standard forms have been carefully coordinated with other AIA documents. Use of Current Documents. Prior to using any AIA Contract Document, users should consult or a local AIA component to verify the most recent edition. 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. This document is intended for use as a consumable that is, the original document purchased is to be consumed in the course of its use. This document may not be reproduced for project manuals. If a user wishes to include a sample or samples of this document in a project manual, the normal practice is to purchase a quantity of the preprinted forms, binding one in each of the manuals. The AIA hereby grants the purchaser a limited license to reproduce a maximum of ten copies of a completed B , but only for use in connection with a particular project. The AIA will not permit reproduction outside of the limited license for reproduction granted above, except upon written request and receipt of written permission from the AIA. Rights to reproduce the document may vary for users of AIA software. Licensed AIA software users should consult the End User License Agreement (EULA). To report copyright violations of AIA Contract Documents, The American Institute of Architects legal counsel, copyright@aia.org ACD44 1

5 CHANGES FROM THE PREVIOUS EDITION AIA Document B is the successor to AIA Document B B105 incorporates alterations proposed by architects, contractors, owners, and consultants. Significant change is made to the document format to streamline and simplify it by removing paragraph numbering. The following are some of the changes made to the contents from B Title. The title of this document is changed to be more specific about its potential uses. Article 1. The Architect s standard of care is revised. The description of the Architect s responsibilities is rewritten for clarity. A fill point is added for a description of any consulting services to be provided by the Architect. Article 2. Language is added to the Owner s responsibilities with respect to providing timely decisions and information, and requiring the Owner to furnish consulting services required for the Project that are not provided by the Architect. Article 3. The definition of the Architect s instruments of service is now clarified as drawings, specifications and other documents prepared by the Architect. Language is added providing that the Owner s right to use the instruments of service ceases upon completion of the Project and that transmission of copyright-protected information is authorized. Article 4. An addition is made to provide for mutual termination upon seven days notice if the Project is suspended for more than 90 days. Article 5. A statement is added that nothing in the Agreement creates a contractual relationship with, or a cause of action in favor of, a third party against the Owner or the Architect. USING B 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. In a purchased paper AIA Contract Document, necessary modifications may be accomplished by writing or typing the appropriate terms in the blank spaces provided on the document, or by attaching Supplementary Conditions, special conditions or referenced amendments. Modifications directly to purchased paper AIA Contract Documents may also be achieved by striking out language. However, care must be taken in making these kinds of deletions. Under NO circumstances should standard language be struck out to render it illegible. For example, users should not apply blocking tape, correction fluid or Xs that would completely obscure text. Such practices may raise suspicion of fraudulent concealment, or suggest that the completed and signed document has been tampered with. Both parties should initial handwritten changes. Using AIA software, modifications to insert information and revise the standard AIA text may be made as the software permits. By reviewing properly made modifications to a standard AIA Contract Document, parties familiar with that document can quickly understand the essence of the proposed relationship. Commercial exchanges are greatly simplified and expedited, good faith dealing is encouraged, and otherwise latent clauses are exposed for scrutiny. AIA Contract Documents may not be retyped or electronically scanned. Retyping can introduce typographic errors and cloud legal interpretation given to a standard clause. Furthermore, retyping and electronic scanning are not permitted under the user s limited license for use of the document, constitute the creation of a derivative work and violate the AIA s copyright. 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. 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 address and legal name under which the Agreement is to be executed. 2

6 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 type and usage; and (4) the size, capacity or scope of the project. Article 1 Architect s Responsibilities At the end of paragraph one, insert a description of any consulting services the Architect will provide. Article 6 Payments and Compensation to the Architect Insert the amount of, or the method for calculating, the Architect s compensation. Some sample methods of computing compensation are provided below: Multiple of Direct Personnel Expense: Compensation for services rendered by principals, employees and professional consultants shall be based on a Multiple of Direct Personnel Expense. Direct Personnel Expense is the direct salaries of the architect s personnel engaged on the project and the portion of the cost of their mandatory and customary contributions and benefits related thereto, such as employment taxes and other statutory employee benefits, insurance, sick leave, holidays, vacations, pensions and similar contributions and benefits. Professional Fee Plus Expenses: Compensation shall be a Fixed Fee of ($ ), plus compensation for services rendered by Principals, employees and professional consultants. Stipulated Sum: Compensation shall be a stipulated sum of ($ ). Percentage of Construction Cost: Compensation shall be based on percent ( %) of Construction Cost. The Construction Cost shall be the total cost or estimated cost to the Owner of all elements of the Project designed or specified by the Architect and shall include the cost at current market rates of labor and materials furnished by the Owner and equipment designed, specified, selected or specially provided for by the Architect, plus a reasonable allowance for the Contractor s overhead and profit. In addition, a reasonable allowance for contingencies shall be included for market conditions at the time of bidding and for changes in the Work during construction. The Construction Cost, however, does not include the compensation of the Architect and Architect s consultants, the costs of the land, rights-of-way, financing or other costs which are the responsibility of the Owner. After inserting the amount or method of compensation, insert the amount of the initial payment, which is to be determined by the parties. Insert the percentage amount of the administrative fee to be paid to the Architect for reimbursable expenses. Insert the number of days at which interest on unpaid invoices will begin to accrue and the rate of interest agreed upon or leave the interest rate blank to select the legal rate of interest. Insert the number of months beyond which additional compensation shall be paid for services not completed through no fault of the Architect. Article 7 Other Provisions 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 Persons executing AIA Document B 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. 3