AIA 2017 Documents:

Owner-Architect Agreements and Sustainable Design and Construction

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Speakers

Michael Cremonese - Attorney at Law Burke Cromer Cremonese; Pittsburgh PA412-904-3360; mcremonese@bccattorneys.com

Robert Gavin - Risk Manager Oswald Companies; Columbus OH740-927-4035; rgavin@oswaldcompanies.com

Course / Learning Objectives

• Evaluate the impact the changes to the 2017 AIA Owner-Architect agreements will have on practice and discuss the rationale driving the changes with key members of the Documents Committee.

• Discuss various AIA Owner- Architect agreements to confidently select appropriate AIA Documents based on project size and complexity.

• Examine the changes to AIA Owner-Architect agreements with respect to the overall format, including the new distinction between supplemental and additional services.

• Learn how the new Sustainable Projects Exhibit including the Architect’s sustainability services can be used to provide a positive outcome on the health, safety and welfare of building occupants.

Agenda

• AIA Contract Documents Overview• Selecting an O/A Agreement• Full Set of Agreements for a Single Project• What’s New in O/A Agreements for 2017 - B101• Business Items• Practice Items

• B103• C401• Sustainable Exhibit• Insurance Exhibit

Overview

AIA ContractDocuments Program

History

• Standard form documents since 1888 (129 years)

• Evolved to reflect practices in the

construction industry

• Substantial volume of interpretive case law(AIA Legal Citator)

• Now, nearly 200 agreements and forms

First AIA Contract Document 1888

Objectives

• The Industry Standard

• Fair & Balanced

• Balancing Competing Interests

• Put Risk where it is best managed

Drafting Process

IncorporateLegalDecisions

SeekIndustryComments

InvestigateImpact

Draft andReviseDocuments

Solicit andReviewFeedback

Finalizeand Publish

Participants

• Market Research

• Industry Stakeholders

• AIA/Member Resources (Knowledge Communities)

• Liaisons/Subject Matter Experts

• AIA Contract Documents Committee

The Documents Committee

Began in 1887 as the Committee on the Uniform Contract.

Grosvenor Atterbury chaired the Committee for the years in which it developed the first set of standard documents, published in 1911.

Committee continuous except brief lapse for Great Depression and WWII.

Today’s Committee

• 30 to 35 volunteer AIA

members, outside Legal

Counsel and Industry Advisors

• Ten year commitment for AIA

members

• Generally revise documents on

a ten year cycle

2017 Contract Documents Committee

Owners

Architects

Construction

Insurer, Outside Legal Counsel, & Liaison

Today’s Committee

aia.org/contractdocs/documents-committee/

Trends in Documents Program

• More delivery models to choose from

• Incorporation of new stuff- i.e., digital, sustainable, additional players

• Modularity of content: - i.e., exhibits, forms.

• Need for more education and support – Guides, comparatives, webinars

Owner-ArchitectAgreements

Selecting the correct O/A Agreement

DeliveryMethod

ClientType

ProjectTeam

ProjectType

Scope/Complexity

B105

Project Risk Tolerance and Complexity

B104

B101

B103

A105

A104

A101

A102

A103

Comp

lexity

and R

isk

Balance project complexity and needfor contract protection

Models of O/A Agreements

B101: Standard Form

B102: without a Predefined Scope of Architect’s Services

B103: Complex Project (for added team/project complexity)

B104: Abbreviated Form (3 phases)

B105: Short Form (2 phases)

A201 Family

Models of O/A Agreements

B106: Pro Bono Services

B107: Developer-Builder and Architect for Prototype(s) for Single Family Residential Project

B108: Federally Funded or Federally Insured Project

B109: Multi-Family Residential or Mixed Use Residential Project

A201 Family

Conventional (A201)

Consultant Subcontractor

A310

A312

A401C401A201 General Conditions

Owner ContractorArchitect

A101

A102

A103A104*

B101

B103

B104*

Surety

21

How to put together the package?2017 Editions

Agreement B101, B103

E203

+

and E204

Owner- Architect Agreement

+

How to put together the package?2017 Editions

Consultant Agreement C401-2017

+

E203

+

and E204

Consultant Agreement

Agreement A101, A102, A103

+

Construction Contract

=

General Conditions (A201) Plus Insurance Exhibit, plus BIM and SP exhibits (as

applicable), and any Supplementary Conditions

How to put together the package?

Other Project Delivery Methods

AIA Construction Manager as Adviser (CMa)

AIA Construction Manager as Constructor (CMc)

Consultant(s) Subcontractor(s)

C401 A401A201 General Conditions

CMcArchitect OwnerB133 A133

A134

28

AIA Design-Build Family

Owner

Design-BuilderArchitect

Consultant(s)

Contractor

Subcontractor(s)

C441 A441

B143

A141

A142

C141Consultant

Forms:

G742 and G743-2014 Payment Application and Continuation Sheet

G744-2014 Certificate of Substantial Completion

Contracts:A141-2014 Owner-Design/BuilderC141-2014 Owner-ConsultantB143-2014 Design/Builder-ArchitectA142-2014 Design/Builder-ContractorA441-2014 Contractor-SubcontractorC441-2014 Architect-Consultant

Residential Design-Build A145-2015Standard Form of Agreement Between Owner and Design-Builder for a One or Two Family Residential Project

OwnerA145

Design-Builder

What’s new in the O/A Agreements for 2017?

B101

Scope of Services

• Traditional 5 Phases of Services

• Article 4 - “Supplemental and Additional Services”

• Supplemental ServicesThey’re part of the dealSustainability Services are now “Supplemental”

• Additional ServicesThey’re not part of the initial deal

2007

Agreement Amendment

B101 Basic Services

Additional

Services

Additional

Services

C401 Consultant Services Additional

Services

2017

Agreement Amendment

B101 Basic Services

Supplemental

Services

Additional

Services

C401 Consultant Services Additional

Services

Key Business Items

• Percentage fees• Over budget because of market conditions• Substitutions during Bidding• Donated items• Contract terminates in one year

– “All’s well that ends!”

B101

Other Business Items

• Milestone dates• Geotech and Civil• Architect’s Insurance• Additional Insureds• Owner’s duty to defend• Termination expenses• Savings Clause

B101

Practice Items

• Initial Information• BIM and BIM Exhibit• Article 4 table

– “This really isn’t so difficult”

B101

Practice Items (con’t)

• Architect is licensed

• “Digital Representation”

• “Sustainable”

• “Procurement”

• Owner and Contractor

Communications

B101

UpdatesAll of the above and more!

• Basic Services include:• accelerated or fast-track design and construction• multiple bid packages• phased construction

• Owner’s Cost and Schedule Consultants

• Coordination with Cost Consultant at end of each phase

• Architect indemnifies Owner from the Architect’s negligent acts or omissions

B103

Guide for Amendments to AIA Owner-Architect Agreements • Free• Provides guidance and model language• New or revised topics include:

– Materials Transparency– Owner directed changes– Owner-provided cost control– Standard of care– Cyber insurance

B503-2007

UpdatesC401

• Strict flow down agreementStandard of CareTerms and conditionsArchitect to Consultant = Owner to Architect

• Specifically stated in the C401Standard Of Care in O-A Agreement governsThe Architect- Consultant relationshipSpecific site visit requirementsConsultant lien rights

Updates (con’t)

• BIM Protocol

• Insurance tracks B101

• Claims/disputes tracks B101

• Termination tracks B101

• Termination and licensing fees tracks B101

C401

The New

AIA ContractDocuments Sustainable Projects Exhibit

Sustainable Project Exhibit

History• Sustainable Projects Guide• SP Documents• SP Exhibit

Sustainable Project Exhibit

Definitions• Sustainable Objective• Sustainable Measure• Sustainability Plan• Sustainability Certification• Sustainability Documentation• Certifying Authority

Sustainable Project Exhibit

Architect’s scope• Sustainability Workshop• Sustainability Plan• Sustainability During the Design Process• Construction Phase• Registration & Submission to Certifying Authority

Scope for each party

Sustainable Project Exhibit

Contractor’s scope• Substantial Completion• Final Completion• Certification by Authority

Owner’s scope• The Sustainability Plan is a Contract Document

Scope for each party

The New

AIA ContractDocuments Insurance Exhibit

and Other Highlights of A201-2017

What happened to the Insurance Fill Points in the Owner-ContractorAgreements?

The New Insurance Exhibit

• Form Based Format• Allows flexibility in a changing insurance market• Appropriate coverage for the project• Appropriate responsibility to provide the coverage

What’s in the Insurance Exhibit?

• Substance and Specifics of most, but not all, A201 Insurance Provisions• Owner’s Insurance

• Contractor’s Insurance

• Optional Extended Property Insurances

• Other Types of Insurance

• Additional Insureds

• Performance & Payment Bonds

What’s in A201-2017 Article 11 (Insurance and Bonds)?

• Contractor’s Liability Insurance

• CGL, Auto, Workers’ Compensation, Property Damage, Bodily and Personal Injury

• Certificates of Insurance

• Name Owner, Architect and Architect’s Consultants as Additional Insured

• Owner’s Insurance: Property, Boiler/Machinery, Loss of Use

• Waiver of Subrogation

• Performance & Payment Bonds if/as Required in the Contract Documents

What am I supposed to do with this thing?

Other Key A201-2017 and O-C Agreement Updates

• BIM and SP Exhibits (same as O-A Agreements)

• Dates of Commencement and Substantial Completion of the Work

• Alternates

• Liquidated Damages

• Owner-Contractor-Architect Communication Protocols

• Termination Fee Provisions

• Retainage

AIA Contract Documents Learn page:www.aiacontracts.org/learn

AIA Contract Documents education on AIAU:aiau.aia.org/aia-contract-documents

Questions about AIA document content:Email: docinfo@aia.orgTel.: (202) 626-7526

Questions about ACD5:Email: docstechsupport@aia.orgTel.: (800) 942-7732

Contact and ResourceInformation

A’17 AIA Conference on Architecture 2017April 27-29, Orlando

Thank You!