Document A101

TM
– 2007 Instructions
Standard Form of Agreement Between Owner and Contractor where the basis of
payment is a Stipulated Sum
AIA Document A101™ – 2007. Copyright © 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1967, 1974, 1977, 1987, 1991, 1997 and 2007 by The
American Institute of Architects. All rights reserved. WARNING: This AIA
®
Document is protected by U.S. Copyright Law and International Treaties.
Unauthorized reproduction or distribution of this AIA
®
Document, or any portion of it, may result in severe civil and criminal penalties, and will be
prosecuted to the maximum extent possible under the law. Purchasers are permitted to reproduce ten (10) copies of this document when completed. To
report copyright violations of AIA Contract Documents, e-mail The American Institute of Architects’ legal counsel, copyright@aia.org.

GENERAL INFORMATION
Purpose. AIA Document A101–2007 is intended for use on construction projects where the basis of payment is a
stipulated sum (fixed price). It is suitable for any arrangement between the Owner and Contractor where the cost has been
set in advance, either by bidding or by negotiation.

Related Documents. This document has been prepared for use in conjunction with AIA Document A201™–2007,
General Conditions of the Contract for Construction, which is adopted into A101–2007 by a specific reference. This
integrated set of documents is suitable for most projects; however, for projects of limited scope, use of AIA Document
A107™–2007 may be considered.

The A101–2007 document is used as one part of the Contract Documents that memorialize the Contract for Construction
between the Owner and the Contractor. The other Contract Documents are:

General Conditions (i.e., A201–2007)
Supplementary Conditions
Drawings
Specifications
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 MASTERSPEC and AIA Document A503™–2007,
Guide for Supplementary Conditions.

AIA Document A101–2007 is published in conjunction with the following related documents:

A201™–2007, General Conditions of the Contract for Construction
A401™–2007, Standard Form of Agreement Between Contractor and Subcontractor
A503™–2007, Guide for Supplementary Conditions
A701™–1997, Instructions to Bidders
B101™–2007, Standard Form of Agreement Between Owner and Architect
C401™–2007, Standard Form of Agreement Between Architect and Consultant
E201™–2007, Digital Data Protocol Exhibit

Dispute Resolution—Mediation and Arbitration. Through its adoption by reference of AIA Document A201–2007,
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, call the American Arbitration Association at (800) 778–7879, or
visit their Web site at www.adr.org.

Why Use AIA Contract Documents. AIA Contract Documents are the product of a consensus-building process aimed at
balancing the interests of all parties on the construction project. The documents reflect actual industry practices, not
theory. They are state-of-the-art legal documents, regularly revised to keep up with changes in law and the industry—yet
they are written, as far as possible, in everyday language. Finally, AIA contract documents are flexible: they are intended
1

AIA Document A101™ – 2007. Copyright © 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1967, 1974, 1977, 1980, 1987, 1991, 1997 and 2007 by The
American Institute of Architects. All rights reserved. WARNING: This AIA
®
Document is protected by U.S. Copyright Law and International Treaties.
Unauthorized reproduction or distribution of this AIA
®
Document, or any portion of it, may result in severe civil and criminal penalties, and will be
prosecuted to the maximum extent possible under the law. Purchasers are permitted to reproduce ten (10) copies of this document when completed. To
report copyright violations of AIA Contract Documents, e-mail The American Institute of Architects’ legal counsel, copyright@aia.org.
to be modified to fit individual projects, but in such a way that modifications are easily distinguished from the original,
printed language.

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 among documents.

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 the Work on the basis of 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.

Standard Forms. Most AIA documents published since 1906 have contained in their titles the words “Standard Form.”
The term “standard” is not meant to imply that a uniform set of contractual requirements is mandatory for AIA members
or others in the construction industry. Rather, the AIA standard documents are intended to be used as fair and balanced
baselines from which the parties can negotiate their bargains. As such, the documents have won general acceptance within
the construction industry and have been uniformly interpreted by the courts. Within an industry spanning 50 states—each
free to adopt different, and perhaps contradictory, laws affecting that industry—AIA documents form the basis for a
generally consistent body of construction law.

Use of Current Documents. Prior to using any AIA Contract Document, users should consult www.aia.org 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 A101–2007,
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, e-mail The American Institute of Architects’ legal counsel,
copyright@aia.org.

CHANGES FROM THE PREVIOUS EDITION
A101–2007 revises the 1997 edition of A101 to reflect changes made in AIA Document A201–2007. It incorporates
alterations proposed by architects, contractors, owners, and professional consultants. The following are some of the
significant changes made to A101™–1997.

Throughout: References in A101–2007 to the General Conditions refer specifically to A201–2007.

Article 4: New Section 4.4 provides a fill point for stating allowances included in the Contract Sum.

Article 6: The Agreement now includes a new Article 6, Dispute Resolution. New Section 6.1 provides a fill point where
the Owner and Contractor may identify a neutral third-party Initial Decision Maker (IDM). If they do not appoint a third-
party IDM, then the Architect will act as the IDM, as in A201–1997. Also, as in A201–1997, an initial decision is a
condition precedent to mediation, and mediation is a condition precedent to any binding form of dispute resolution.
However, arbitration is not mandatory under A201–2007 so the parties must select the binding method of dispute
resolution from three choices: arbitration, litigation or another method that the parties must identify. New Section 6.2
provides a checkbox for selecting, or stating, the method of binding dispute resolution to be followed for any dispute not
settled through mediation.
2

AIA Document A101™ – 2007. Copyright © 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1967, 1974, 1977, 1980, 1987, 1991, 1997 and 2007 by The
American Institute of Architects. All rights reserved. WARNING: This AIA
®
Document is protected by U.S. Copyright Law and International Treaties.
Unauthorized reproduction or distribution of this AIA
®
Document, or any portion of it, may result in severe civil and criminal penalties, and will be
prosecuted to the maximum extent possible under the law. Purchasers are permitted to reproduce ten (10) copies of this document when completed. To
report copyright violations of AIA Contract Documents, e-mail The American Institute of Architects’ legal counsel, copyright@aia.org.

Article 9: A201–2007 encourages the Owner and Contractor to establish protocols governing the transmission of digital
data on the project. For that reason, A101–2007 includes a new Section 9.1.7.1 that enumerates AIA Document E201–
2007, Digital Data Protocol Exhibit, as part of the Contract Documents. If the parties to not complete AIA Document
E201–2007, Section 9.1.7.1 provides a fill point for inserting the title of another document.

Article 10: A new Article 10 is added for stating bonding requirements, if any, and limits of liability for insurance, as
required in Article 11 of AIA Document A201–2007.

USING A101–2007
Notices. Prospective bidders should be informed of any additional provisions which may be included in A101–2007, such
as for liquidated damages or for stored materials, by an appropriate notice in the Bidding Documents and the provisions
for Supplementary Conditions.

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 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. It will be the date from which the Contract Time is measured unless a different date is inserted under
Section 3.1.

Parties: Parties to the Agreement should be identified using the full address and legal name under which this 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. Other information may be added, such as telephone numbers and electronic addresses.

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; and (3) a brief description of the Project, including the proposed building usage, size,
and capacity or scope of the Project.

Architect: As in the other AIA Contract Documents, the Architect’s full legal or corporate title should be used.
3

AIA Document A101™ – 2007. Copyright © 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1967, 1974, 1977, 1980, 1987, 1991, 1997 and 2007 by The
American Institute of Architects. All rights reserved. WARNING: This AIA
®
Document is protected by U.S. Copyright Law and International Treaties.
Unauthorized reproduction or distribution of this AIA
®
Document, or any portion of it, may result in severe civil and criminal penalties, and will be
prosecuted to the maximum extent possible under the law. Purchasers are permitted to reproduce ten (10) copies of this document when completed. To
report copyright violations of AIA Contract Documents, e-mail The American Institute of Architects’ legal counsel, copyright@aia.org.
Article 2 The Work of This Contract
If portions of the Work are to be performed by persons or entities other than the Contractor, these should be indicated in
the Supplementary Conditions.

Article 3 Date of Commencement and Substantial Completion
The following items should be included as appropriate:

§ 3.1 The date of commencement of the Work should be inserted if it is different from the date of the Agreement. It should
not be earlier than the date of execution (signing) of the Agreement. After the first sentence, enter either the specific date of
commencement of the Work, or if a notice to proceed is to be used, enter the sentence, “The date of commencement shall be
stipulated by the notice to proceed.” When time of performance is to be strictly enforced, the statement of starting time
should be carefully weighed.

§ 3.3 The time within which Substantial Completion of the Work is to be achieved may be expressed as a number of days
(preferably calendar days) or as a specified date. If a specified date is used and the date of commencement is to be given
in a notice to proceed, these dates must be carefully coordinated to allow sufficient time for completion of the Work. Any
requirements for earlier Substantial Completion of portions of the Work should be entered here.

Optionally, insert any provisions for liquidated damages relating to failure to achieve Substantial Completion on time, or
for bonus payments for early completion. Liquidated damages are not a penalty to be inflicted on the Contractor, but must
bear an actual and reasonably estimable relationship to the Owner’s loss if construction is not completed on time. There is
little or no legal precedent to support the proposition of linking a bonus with a penalty. If liquidated damages are to be
assessed because delayed construction will result in actual loss to the Owner, the amount of damages due for each day lost
should be entered in the Supplementary Conditions or the Agreement. Factors such as confidentiality or the need to
inform subcontractors about the amount of liquidated damages will help determine the placement of such language. If
provision for liquidated damages is included, it should be carefully drafted by the Owner’s attorney. Such a provision may
be based on the following sample language:

“The Contractor and the Contractor’s surety, if any, shall be liable for and shall pay the Owner the sums hereinafter
stipulated as liquidated damages for each calendar day of delay until the Work is substantially complete: ________
Dollars ($ ______).”

For further information on liquidated damages, penalties and bonus provisions, see AIA Document A503–2007, Guide for
Supplementary Conditions.

Article 4 Contract Sum
§ 4.1 Enter the Contract Sum payable to the Contractor.

§ 4.2 Identify any alternates described in the Contract Documents and accepted by the Owner. If bidding or proposal
documents permit the Owner to accept other alternates, subsequent to this document’s execution, attach a schedule
showing the amount of each alternate and the date it expires.

§ 4.3 Identify unit prices and state quantity limitations, if any, to which the unit price will be applicable.

§ 4.4 Identify and state the amount of any allowances.

Article 5 Payments
§ 5.1.2 Insert the time period covered by each Application for Payment if it differs from the one given.

§ 5.1.3 Insert the time schedule for presenting Applications for Payment, and indicate due dates for making progress
payments. The last day upon which Work may be included in an Application should normally be no less than 14 days prior to
the payment date, in consideration of the 7 days required for the Architect’s evaluation of an Application and issuance of a
Certificate for Payment and the time subsequently accorded the Owner to make Payment in Article 9 of A201. The
Contractor may prefer a few additional days to prepare the Application. Due dates for payment should be acceptable to both
the Owner and Contractor. They should allow sufficient time for the Contractor to prepare an Application for Payment, for
the Architect to certify payment, and for the Owner to make payment of the Architect’s certified amount. They should also
be in accordance with time limits established by this Article and Article 9 of A201–2007.

4

AIA Document A101™ – 2007. Copyright © 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1967, 1974, 1977, 1980, 1987, 1991, 1997 and 2007 by The
American Institute of Architects. All rights reserved. WARNING: This AIA
®
Document is protected by U.S. Copyright Law and International Treaties.
Unauthorized reproduction or distribution of this AIA
®
Document, or any portion of it, may result in severe civil and criminal penalties, and will be
prosecuted to the maximum extent possible under the law. Purchasers are permitted to reproduce ten (10) copies of this document when completed. To
report copyright violations of AIA Contract Documents, e-mail The American Institute of Architects’ legal counsel, copyright@aia.org.
§ 5.1.6.1 Indicate the percent retainage, if any, to be withheld when computing the amount of each progress payment. The
Owner frequently pays the Contractor the bulk of the earned sum when payments fall due, retaining a percentage to ensure
faithful performance. These percentages may vary with circumstances and localities. The AIA endorses the practice of
reducing retainage as rapidly as possible, consistent with the continued protection of all affected parties. See AIA
Document A503–2007, Guide for Supplementary Conditions, for a complete discussion.

§ 5.1.6.2 Insert any additional retainage to be withheld from that portion of the Contract Sum allocable to materials and
equipment stored at the site. Payment for materials stored off the site should be provided for in a specific agreement and
enumerated in Section 8.6. Provisions regarding transportation to the site and insurance protecting the Owner’s interests
should be included.

§ 5.1.8 Describe any arrangements to reduce or limit retainages indicated in Sections 5.1.6.1 and 5.1.6.2, if not explained
elsewhere in the Contract Documents. A provision for reducing retainage should provide that the reduction will be made
only if the Architect judges that the Work is progressing satisfactorily. If the Contractor has furnished a bond,
demonstration of the surety’s consent to reduction in or partial release of retainage must be provided before such
reduction is effected. Use of AIA Document G707A™–1994 is recommended.

§ 5.2.2 Insert the date by which Owner shall make final payment, if it differs from the one stated. When final payment is
requested, the Architect should ascertain that all claims have been settled or should define those which remain unsettled.
The Architect should obtain the Contractor’s certification required by Article 9 of A201–2007 and must determine that, to
the best of the Architect’s knowledge and belief and according to the Architect’s final inspection, the requirements of the
Contract have been fulfilled.

Article 6 Dispute Resolution
§ 6.1 In this section, the Owner and Contractor may identify an Initial Decision Maker to render initial decisions on
claims arising between them. If the parties do not identify an Initial Decision Maker, then the Architect will provide initial
decisions.

§ 6.2 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 8 Miscellaneous Provisions
§ 8.2 Enter any agreed-upon interest rate for overdue payments.

§ 8.3 Identify the Owner’s representative and indicate how that person may be contacted.

§ 8.4 Identify the Contractor’s representative and indicate how that person may be contacted.

§ 8.6 Insert other contract provisions here.

Article 9 Enumeration of Contract Documents
A detailed enumeration of all Contract Documents must be made in this article. List additional documents in Section 9.1.7
that will form part of the Contract Documents.

EXECUTING THE AGREEMENT
The persons executing the Agreement 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.

5
Document A101
TM
– 2007
Standard Form of Agreement Between Owner and Contractor where the basis of
payment is a Stipulated Sum
Init.
/

AIA Document A101™ – 2007. Copyright © 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1967, 1974, 1977, 1987, 1991, 1997 and 2007 by The
American Institute of Architects. All rights reserved. WARNING: This AIA
®
Document is protected by U.S. Copyright Law and International Treaties.
Unauthorized reproduction or distribution of this AIA
®
Document, or any portion of it, may result in severe civil and criminal penalties, and will be
prosecuted to the maximum extent possible under the law. Purchasers are permitted to reproduce ten (10) copies of this document when completed. To
report copyright violations of AIA Contract Documents, e-mail The American Institute of Architects’ legal counsel, copyright@aia.org.

1

This document has important legal
consequences. Consultation with
an attorney is encouraged with
respect to its completion or
modification.
AIA Document A201™–2007,
General Conditions of the
Contract for Construction, is
adopted in this document by
reference. Do not use with other
general conditions unless this
document is modified.

AGREEMENT made as of the day of
in the year
(In words, indicate day, month and year)

BETWEEN the Owner:
(Name, address and other information)








and the Contractor:
(Name, address and other information)









for the following Project:
(Name, location, and detailed description)








The Architect:
(Name, address and other information)










The Owner and Contractor agree as follows.
Init.
/
AIA Document A101™ – 2007. Copyright © 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1967, 1974, 1977, 1980, 1987, 1991, 1997 and 2007 by The
American Institute of Architects. All rights reserved. WARNING: This AIA
®
Document is protected by U.S. Copyright Law and International Treaties.
Unauthorized reproduction or distribution of this AIA
®
Document, or any portion of it, may result in severe civil and criminal penalties, and will be
prosecuted to the maximum extent possible under the law. Purchasers are permitted to reproduce ten (10) copies of this document when completed. To
report copyright violations of AIA Contract Documents, e-mail The American Institute of Architects’ legal counsel, copyright@aia.org.

2

TABLE OF ARTICLES

1 THE CONTRACT DOCUMENTS

2 THE WORK OF THIS CONTRACT

3 DATE OF COMMENCEMENT AND SUBSTANTIAL COMPLETION

4 CONTRACT SUM

5 PAYMENTS

6 DISPUTE RESOLUTION

7 TERMINATION OR SUSPENSION

8 MISCELLANEOUS PROVISIONS

9 ENUMERATION OF CONTRACT DOCUMENTS

10 INSURANCE AND BONDS

ARTICLE 1 THE CONTRACT DOCUMENTS
The Contract Documents consist of this Agreement, Conditions of the Contract (General, Supplementary and other
Conditions), Drawings, Specifications, Addenda issued prior to execution of this Agreement, other documents listed in
this Agreement and Modifications issued after execution of this Agreement, all of which form the Contract, and are as
fully a part of the Contract as if attached to this Agreement or repeated herein. The Contract represents the entire and
integrated agreement between the parties hereto and supersedes prior negotiations, representations or agreements, either
written or oral. An enumeration of the Contract Documents, other than a Modification, appears in Article 9.

ARTICLE 2 THE WORK OF THIS CONTRACT
The Contractor shall fully execute the Work described in the Contract Documents, except as specifically indicated in the
Contract Documents to be the responsibility of others.

ARTICLE 3 DATE OF COMMENCEMENT AND SUBSTANTIAL COMPLETION
§ 3.1 The date of commencement of the Work shall be the date of this Agreement unless a different date is stated below
or provision is made for the date to be fixed in a notice to proceed issued by the Owner.
(Insert the date of commencement if it differs from the date of this Agreement or, if applicable, state that the date will be
fixed in a notice to proceed.)






If, prior to the commencement of the Work, the Owner requires time to file mortgages and other security interests, the
Owner’s time requirement shall be as follows:










§ 3.2 The Contract Time shall be measured from the date of commencement.

Init.
/
AIA Document A101™ – 2007. Copyright © 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1967, 1974, 1977, 1980, 1987, 1991, 1997 and 2007 by The
American Institute of Architects. All rights reserved. WARNING: This AIA
®
Document is protected by U.S. Copyright Law and International Treaties.
Unauthorized reproduction or distribution of this AIA
®
Document, or any portion of it, may result in severe civil and criminal penalties, and will be
prosecuted to the maximum extent possible under the law. Purchasers are permitted to reproduce ten (10) copies of this document when completed. To
report copyright violations of AIA Contract Documents, e-mail The American Institute of Architects’ legal counsel, copyright@aia.org.

3

§ 3.3 The Contractor shall achieve Substantial Completion of the entire Work not later than
( ) days from the date of commencement, or as follows:
(Insert number of calendar days. Alternatively, a calendar date may be used when coordinated with the date of
commencement. If appropriate, insert requirements for earlier Substantial Completion of certain portions of the Work.)




, subject to adjustments of this Contract Time as provided in the Contract Documents.
(Insert provisions, if any, for liquidated damages relating to failure to achieve Substantial Completion on time or for
bonus payments for early completion of the Work.)




ARTICLE 4 CONTRACT SUM
§ 4.1 The Owner shall pay the Contractor the Contract Sum in current funds for the Contractor’s performance of the
Contract. The Contract Sum shall be
Dollars ($ ), subject to additions and deductions as provided in the Contract Documents.

§ 4.2 The Contract Sum is based upon the following alternates, if any, which are described in the Contract Documents
and are hereby accepted by the Owner:
(State the numbers or other identification of accepted alternates. If the bidding or proposal documents permit the
Owner to accept other alternates subsequent to the execution of this Agreement, attach a schedule of such other
alternates showing the amount for each and the date when that amount expires.)






§ 4.3 Unit prices, if any:
(Identify and state the unit price; state quantity limitations, if any, to which the unit price will be applicable.)

Item Units and Limitations Price Per Unit







§ 4.4 Allowances included in the Contract Sum, if any:
(Identify allowance and state exclusions, if any, from the allowance price.)

Item Price







ARTICLE 5 PAYMENTS
§ 5.1 PROGRESS PAYMENTS
§ 5.1.1 Based upon Applications for Payment submitted to the Architect by the Contractor and Certificates for Payment
issued by the Architect, the Owner shall make progress payments on account of the Contract Sum to the Contractor as
provided below and elsewhere in the Contract Documents.

Init.
/
AIA Document A101™ – 2007. Copyright © 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1967, 1974, 1977, 1980, 1987, 1991, 1997 and 2007 by The
American Institute of Architects. All rights reserved. WARNING: This AIA
®
Document is protected by U.S. Copyright Law and International Treaties.
Unauthorized reproduction or distribution of this AIA
®
Document, or any portion of it, may result in severe civil and criminal penalties, and will be
prosecuted to the maximum extent possible under the law. Purchasers are permitted to reproduce ten (10) copies of this document when completed. To
report copyright violations of AIA Contract Documents, e-mail The American Institute of Architects’ legal counsel, copyright@aia.org.

4

§ 5.1.2 The period covered by each Application for Payment shall be one calendar month ending on the last day of the
month, or as follows:



§ 5.1.3 Provided that an Application for Payment is received by the Architect not later than the
( ) day of a month, the Owner shall make payment of the certified amount to the Contractor not later than the
( ) day of the ( ) month. If an Application for Payment
is received by the Architect after the application date fixed above, payment shall be made by the Owner not later than
( ) days after the Architect receives the Application for Payment.
(Federal, state or local laws may require payment within a certain period of time.)

§ 5.1.4 Each Application for Payment shall be based on the most recent schedule of values submitted by the Contractor
in accordance with the Contract Documents. The schedule of values shall allocate the entire Contract Sum among the
various portions of the Work. The schedule of values shall be prepared in such form and supported by such data to
substantiate its accuracy as the Architect may require. This schedule, unless objected to by the Architect, shall be used
as a basis for reviewing the Contractor’s Applications for Payment.

§ 5.1.5 Applications for Payment shall show the percentage of completion of each portion of the Work as of the end of
the period covered by the Application for Payment.

§ 5.1.6 Subject to other provisions of the Contract Documents, the amount of each progress payment shall be computed
as follows:
.1 Take that portion of the Contract Sum properly allocable to completed Work as determined by
multiplying the percentage completion of each portion of the Work by the share of the Contract Sum
allocated to that portion of the Work in the schedule of values, less retainage of
percent ( %). Pending final determination of cost to the Owner of changes in the Work,
amounts not in dispute shall be included as provided in Section 7.3.9 of AIA Document A201™–2007,
General Conditions of the Contract for Construction;
.2 Add that portion of the Contract Sum properly allocable to materials and equipment delivered and
suitably stored at the site for subsequent incorporation in the completed construction (or, if approved in
advance by the Owner, suitably stored off the site at a location agreed upon in writing), less retainage of
percent ( %);
.3 Subtract the aggregate of previous payments made by the Owner; and
.4 Subtract amounts, if any, for which the Architect has withheld or nullified a Certificate for Payment as
provided in Section 9.5 of AIA Document A201–2007.

§ 5.1.7 The progress payment amount determined in accordance with Section 5.1.6 shall be further modified under the
following circumstances:
.1 Add, upon Substantial Completion of the Work, a sum sufficient to increase the total payments to the full
amount of the Contract Sum, less such amounts as the Architect shall determine for incomplete Work,
retainage applicable to such work and unsettled claims; and
(Section 9.8.5 of AIA Document A201–2007 requires release of applicable retainage upon Substantial
Completion of Work with consent of surety, if any.)
.2 Add, if final completion of the Work is thereafter materially delayed through no fault of the Contractor,
any additional amounts payable in accordance with Section 9.10.3 of AIA Document A201–2007.

§ 5.1.8 Reduction or limitation of retainage, if any, shall be as follows:
(If it is intended, prior to Substantial Completion of the entire Work, to reduce or limit the retainage resulting from the
percentages inserted in Sections 5.1.6.1 and 5.1.6.2 above, and this is not explained elsewhere in the Contract
Documents, insert here provisions for such reduction or limitation.)








Init.
/
AIA Document A101™ – 2007. Copyright © 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1967, 1974, 1977, 1980, 1987, 1991, 1997 and 2007 by The
American Institute of Architects. All rights reserved. WARNING: This AIA
®
Document is protected by U.S. Copyright Law and International Treaties.
Unauthorized reproduction or distribution of this AIA
®
Document, or any portion of it, may result in severe civil and criminal penalties, and will be
prosecuted to the maximum extent possible under the law. Purchasers are permitted to reproduce ten (10) copies of this document when completed. To
report copyright violations of AIA Contract Documents, e-mail The American Institute of Architects’ legal counsel, copyright@aia.org.

5

§ 5.1.9 Except with the Owner’s prior approval, the Contractor shall not make advance payments to suppliers for materials
or equipment which have not been delivered and stored at the site.

§ 5.2 FINAL PAYMENT
§ 5.2.1 Final payment, constituting the entire unpaid balance of the Contract Sum, shall be made by the Owner to the
Contractor when
.1 the Contractor has fully performed the Contract except for the Contractor’s responsibility to correct
Work as provided in Section 12.2.2 of AIA Document A201–2007, and to satisfy other requirements, if
any, which extend beyond final payment; and
.2 a final Certificate for Payment has been issued by the Architect.

§ 5.2.2 The Owner’s final payment to the Contractor shall be made no later than 30 days after the issuance of the
Architect’s final Certificate for Payment, or as follows:






ARTICLE 6 DISPUTE RESOLUTION
§ 6.1 INITIAL DECISION MAKER
The Architect will serve as Initial Decision Maker pursuant to Section 15.2 of AIA Document A201–2007, unless the
parties appoint below another individual, not a party to this Agreement, to serve as Initial Decision Maker.
(If the parties mutually agree, insert the name, address and other contact information of the Initial Decision Maker, if
other than the Architect.)






§ 6.2 BINDING DISPUTE RESOLUTION
For any Claim subject to, but not resolved by, mediation pursuant to Section 15.3 of AIA Document A201–2007, the
method of binding dispute resolution shall be as follows:
(Check the appropriate box. If the Owner and Contractor do not select a method of binding dispute resolution below, or
do not subsequently agree in writing to a binding dispute resolution method other than litigation, Claims will be
resolved by litigation in a court of competent jurisdiction.)

Arbitration pursuant to Section 15.4 of AIA Document A201–2007

Litigation in a court of competent jurisdiction

Other (Specify)







ARTICLE 7 TERMINATION OR SUSPENSION
§ 7.1 The Contract may be terminated by the Owner or the Contractor as provided in Article 14 of AIA Document
A201–2007.

§ 7.2 The Work may be suspended by the Owner as provided in Article 14 of AIA Document A201–2007.
Init.
/
AIA Document A101™ – 2007. Copyright © 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1967, 1974, 1977, 1980, 1987, 1991, 1997 and 2007 by The
American Institute of Architects. All rights reserved. WARNING: This AIA
®
Document is protected by U.S. Copyright Law and International Treaties.
Unauthorized reproduction or distribution of this AIA
®
Document, or any portion of it, may result in severe civil and criminal penalties, and will be
prosecuted to the maximum extent possible under the law. Purchasers are permitted to reproduce ten (10) copies of this document when completed. To
report copyright violations of AIA Contract Documents, e-mail The American Institute of Architects’ legal counsel, copyright@aia.org.

6

ARTICLE 8 MISCELLANEOUS PROVISIONS
§ 8.1 Where reference is made in this Agreement to a provision of AIA Document A201–2007 or another Contract
Document, the reference refers to that provision as amended or supplemented by other provisions of the Contract
Documents.

§ 8.2 Payments due and unpaid under the Contract shall bear interest from the date payment is due at the rate stated
below, or in the absence thereof, at the legal rate prevailing from time to time at the place where the Project is located.
(Insert rate of interest agreed upon, if any.)



§ 8.3 The Owner’s representative:
(Name, address and other information)




§ 8.4 The Contractor’s representative:
(Name, address and other information)




§ 8.5 Neither the Owner’s nor the Contractor’s representative shall be changed without ten days written notice to the
other party.

§ 8.6 Other provisions:





ARTICLE 9 ENUMERATION OF CONTRACT DOCUMENTS
§ 9.1 The Contract Documents, except for Modifications issued after execution of this Agreement, are enumerated in the
sections below.

§ 9.1.1 The Agreement is this executed AIA Document A101–2007, Standard Form of Agreement Between Owner and
Contractor.

§ 9.1.2 The General Conditions are AIA Document A201–2007, General Conditions of the Contract for Construction.

§ 9.1.3 The Supplementary and other Conditions of the Contract:

Document Title Date Pages






§ 9.1.4 The Specifications:
(Either list the Specifications here or refer to an exhibit attached to this Agreement.)

Section Title Date Pages





Init.
/
AIA Document A101™ – 2007. Copyright © 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1967, 1974, 1977, 1980, 1987, 1991, 1997 and 2007 by The
American Institute of Architects. All rights reserved. WARNING: This AIA
®
Document is protected by U.S. Copyright Law and International Treaties.
Unauthorized reproduction or distribution of this AIA
®
Document, or any portion of it, may result in severe civil and criminal penalties, and will be
prosecuted to the maximum extent possible under the law. Purchasers are permitted to reproduce ten (10) copies of this document when completed. To
report copyright violations of AIA Contract Documents, e-mail The American Institute of Architects’ legal counsel, copyright@aia.org.

7

§ 9.1.5 The Drawings:
(Either list the Drawings here or refer to an exhibit attached to this Agreement.)

Number Title Date





§ 9.1.6 The Addenda, if any:

Number Date Pages





Portions of Addenda relating to bidding requirements are not part of the Contract Documents unless the bidding
requirements are also enumerated in this Article 9.

§ 9.1.7 Additional documents, if any, forming part of the Contract Documents:
.1 AIA Document E201™–2007, Digital Data Protocol Exhibit, if completed by the parties, or the following:



.2 Other documents, if any, listed below:
(List here any additional documents that are intended to form part of the Contract Documents. AIA Document A201–
2007 provides that bidding requirements such as advertisement or invitation to bid, Instructions to Bidders, sample
forms and the Contractor’s bid are not part of the Contract Documents unless enumerated in this Agreement. They
should be listed here only if intended to be part of the Contract Documents.)






ARTICLE 10 INSURANCE AND BONDS
The Contractor shall purchase and maintain insurance and provide bonds as set forth in Article 11 of AIA Document
A201–2007.
(State bonding requirements, if any, and limits of liability for insurance required in Article 11 of AIA Document
A201–2007.)






This Agreement entered into as of the day and year first written above.


OWNER (Signature) CONTRACTOR (Signature)

(Printed name and title) (Printed name and title)
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.
Document A101CMa
TM
– 1992 Instructions
Standard Form of Agreement Between Owner and Contractor
where the basis of payment is a STIPULATED SUM — Construction Manager-Adviser Edition
AIA Document A101CMa™ – 1992. Copyright © 1975, 1980, and 1992 by The American Institute of Architects. All rights reserved. WARNING: This AIA
®

Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA
®
Document, or any
portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. Purchasers are
permitted to reproduce ten (10) copies of this document when completed. To report copyright violations of AIA Contract Documents, e-mail The American
Institute of Architects’ legal counsel, copyright@aia.org.

GENERAL INFORMATION
Purpose. AIA Document A101/CMa is a standard form of agreement between Owner and Contractor and is intended for use on
construction management projects where the basis of payment is a stipulated sum (fixed price). It is suitable for situations where,
in addition to the Contractor and Architect, a separate Construction manager assists the Owner in an advisory capacity during
design and construction.

Related Documents. This document has been prepared for use in conjunction with the 1992 edition of AIA Document
A201/CMa™, General Conditions of the Contract for Construction - Construction Manager-Adviser Edition, which is adopted
into A101/CMa by specific reference. This integrated set of documents is suitable for projects where the Construction manager
serves in the capacity of adviser and not in the capacity of Contractor.

The A101/CMa document may be used as one part of the Contract Documents which memorialize the Contract for Construction
between the Owner and the Contractor. The other Contract Documents are:

General Conditions (i.e., A201/CMa)
Supplementary Conditions
Drawings
Specifications
Modifications

A101/CMa should NOT be used in combination with documents where it is assumed that the Construction Manager takes on the
role of constructor, gives the Owner a Guaranteed Maximum Price (GMP) or contracts directly with those who supply labor and
materials to construct the project. AIA documents containing the designation CMc (Construction Manager-Constructor) are
inappropriate for use with CMa (Construction Manager-Adviser) documents, as the Construction Manager-Adviser and
Construction Manager-Constructor differ in their respective roles and responsibilities. An example of such an inappropriate
pairing of construction documents would be A201/CMa and A121/CMc.

In addition, if the Architect wishes to perform construction management services in combination with design and administrative
services (such as is provided for in AIA Document B141), incorporation of a special amendment to or modification of AIA
Document B141 is more appropriate than utilization of B141/CMa. Although the AIA does not produce standard documents for
Supplementary Conditions, Drawings or Specifications, a variety of model guide documents is available, including AIA’s
MASTERSPEC.

Arbitration. This document incorporates ARBITRATION by adoption of AIA Document A201/CMa, which provides for dispute
resolution to be conducted according to the Construction Industry Arbitration Rules of the American Arbitration Association.
Arbitration is BINDING AND MANDATORY inmost states and under the federal Arbitration Act. In a minority of states,
arbitration provisions relating to future disputes are not enforceable, but arbitration is enforceable if agreed to after the dispute
arises. A few states require that the contracting parties be especially notified when the written contract contains an arbitration
provision by; a warning on the face of the document or specific discussions among the parties prior to signing the document.

Arbitration provisions have been included in most AIA contract forms since 1888 in order to encourage alternative dispute
resolution procedures and to provide users of AIA documents with legally enforceable arbitration provisions based upon their
business decisions with the advice of counsel. To obtain a copy of the Construction Industry Arbitration Rules, write to the
American Arbitration Association, 140 West 51st Street, New York, NY 10020-1203.

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. Certain owners require the use of owner-contractor agreements and other contract
forms that they prepare. Such forms should be carefully compared with the standard AIA forms for which they are being
substituted before execution of an agreement. If there are any significant omissions, additions or variances from the terms of the
related standard AIA forms, both legal and insurance counsel should be consulted.

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 the Work on the basis of oral agreements or understandings. The standard AIA agreement forms have been
developed through more than seventy-five 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 document, the user should consult the AIA, an AIA component chapter or a
current AIA Documents List to determine the current edition of each document.
1
AIA Document A101CMa™ – 1992. Copyright © 1975, 1980, and 1992 by The American Institute of Architects. All rights reserved. WARNING: This AIA
®

Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA
®
Document, or any
portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. Purchasers are
permitted to reproduce ten (10) copies of this document when completed. To report copyright violations of AIA Contract Documents, e-mail The American
Institute of Architects’ legal counsel, copyright@aia.org.
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 A101/CMa, 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, e-mail The American Institute of Architects’ legal counsel,
copyright@aia.org.

CHANGES FROM THE PREVIOUS EDITION
Format Changes
A101/CMa is a new numeric designation for this document, with the last character in the suffix signifying conditions wherein the
Construction Manager is serving as adviser to the Owner during both design and construction and is not the constructor. Two new
articles have been added: Article 8, Termination or Suspension and Article 9, Enumeration of Contract Documents.

Changes in Content
The 1992 edition of A101/CMa revises the 1980 edition to reflect changes made in the most recent (1992) edition of A201/CMa.
It incorporates alternations proposed by architects, contractors, owners and professional consultants. The following are some of
the significant changes made to the contents from the 1980 edition of A101/CM.

Article 1: A specific statement has been added that the Contract represents the entire agreement between the parties, superseding
previous negotiations and writings.

Article 2: Space has been provided to describe any exceptions to the description of Contractor’s scope of the Work.

Article 3: In the title of this article, “Time of Commencement” has been changed to “Date of Commencement.” The Contractor is
now required to notify the Owner before commencing the Work to permit the timely filing of mortgages and other security interests.

Article 4: Space has been provided for insertion of the amounts relating to alternates and unit prices.

Article 5: The Progress Payments article has been substantially rewritten and expanded. Detailed directions have been added on
how and when payments shall be calculated and applied for.

Article 6: Further details have been added to clarify the conditions under which final payment shall be made by the Owner.

Article 7: The reference to definitions contained in the Conditions of the Contract has been deleted because the A201/CMa
document is now specifically adopted by reference under Article 9.

Article 8: This is a new article containing references to the General Conditions.

Article 9: This article is new. The A101/CMa document and the A201/CMa document are explicitly enumerated as parts of the
Contract Documents. Spaces are provided for information specifically identifying the other Contract Documents, including the
Supplementary Conditions, Specifications, Drawings and Addenda, if any.

Signature Page: It is noted above the signature lines that this agreement is executed on at least four original copies. See the
instructions pertaining to Limited License for Reproduction.

COMPLETING THE A101/CMA FORM
Notices. Prospective bidders should be informed of any additional provisions which may be included in A101/CMa, such as
liquidated damages or provisions for stored materials, by an appropriate notice in the Bidding Documents and the Supplementary
Conditions.

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
2
AIA Document A101CMa™ – 1992. Copyright © 1975, 1980, and 1992 by The American Institute of Architects. All rights reserved. WARNING: This AIA
®

Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA
®
Document, or any
portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. Purchasers are
permitted to reproduce ten (10) copies of this document when completed. To report copyright violations of AIA Contract Documents, e-mail The American
Institute of Architects’ legal counsel, copyright@aia.org.
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 oral agreement was reached, the
date the Agreement was originally submitted to the Owner, the date authorizing from which the Contract Time is measured unless
a different date is inserted under Section 3.1.

Identification of Parties: Parties to this Agreement should be identified using the full address and 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, close 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 Description: 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, if known.

Construction Manager and Architect: Although not parties to this agreement, the Construction Manager’s and Architect’s
names and addresses, including full legal or corporate titles, should be used.

Article 1 The Contract Documents. The Contract Documents must be enumerated in detail in Article 9. The Contractor’s bid
itself may be incorporated into the Contract; similarly, other bidding documents, bonds, etc., may be incorporated, especially in
public work.

Article 2 The Work of this Contract. Portions of the Work which are the responsibility of persons other than the Contractor and
which have not been otherwise indicated should be listed here.

Article 3 Date of Commencement and Substantial Completion. The Following items should be included as appropriate:
§ 3.1 The date of commencement of the Work should be inserted if it is different from the date of the Agreement. It should not be
earlier than the date of execution (signing) of the Contract. After the first sentence, enter either the specific date of
commencement of the Work, or if a notice to proceed is to be sued, enter the sentence, “The date of commencement shall be
stipulated by the notice to proceed.” When time of performance is to be strictly enforced, the statement of starting time should be
carefully weighed.

§ 3.2 The time within which Substantial Completion of the Work is to be achieved may be expressed as a number of days
(preferably calendar days) or as a specified date. Any requirements for earlier Substantial Completion of portions of the Work
should be entered here if not specified elsewhere in the Contract Documents.

Also insert any provisions for liquidated damages relating to failure to complete on time. Liquidated damages are not a penalty to
be inflicted on the Contractor, but must bear an actual and reasonably estimable relationship to the Owner’s loss if construction is
not completed on time. If liquidated damages are to be assessed because delayed construction will result in actual loss to the
Owner, the amount of damages due for each day lost should be entered in the Supplementary Conditions or the Agreement.
Factors such as confidentiality or the need to inform subcontractors about the amount of liquidated damages will help determine
the location chosen.

The provision for liquidated damages, which should be carefully reviewed or drafted by the Owner’s attorney, may be as follows:

The Contractor and the Contractor’s surety, if any, shall be liable for and shall pay the Owner the sums hereinafter stipulated as
liquidated damages for each calendar day of delay until the Work is substantially complete: ________ Dollars ($______).

For further information on liquidated damages, penalties and bonus provisions, see AIA Document A511/CMa, Guide for
Supplementary Conditions - Construction Manager-Adviser Edition, Section 9.11.

Article 4 Contract Sum
§ 4.1 Enter the Contract Sum payable to the Contractor.

§ 4.2 Identify any alternates described in the Contract Documents and accepted by the Owner. If decisions on alternates are to be
made subsequent to execution of A101/CMa, attach a schedule showing the amount of each alternate and the date it is valid.

3
AIA Document A101CMa™ – 1992. Copyright © 1975, 1980, and 1992 by The American Institute of Architects. All rights reserved. WARNING: This AIA
®

Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA
®
Document, or any
portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. Purchasers are
permitted to reproduce ten (10) copies of this document when completed. To report copyright violations of AIA Contract Documents, e-mail The American
Institute of Architects’ legal counsel, copyright@aia.org.
§ 4.3 Enter any unit prices, cash allowances or cash contingency allowances.

If unit prices are not covered in greater detail elsewhere in the Contract Documents, the following provision for unit price is
suggested:

The unit prices listed below shall determine the value of extra Work or changes in the Work, as applicable. They shall be
considered complete and shall include all material and equipment, labor, installation costs, overhead and profit. Unit prices shall
be used uniformly for additions or deductions.

Specific allowances for overhead and profit on Change Orders may be included under this section to forestall disputes over future
Change Order costs.

Article 5 Progress Payments
§ 5.2 Insert the time period covered by each Application for Payment if it differs from the one given.

§ 5.3 Insert the time schedule for presenting Applications for Payment, and insert the day of the month progress payments are
due, indicating whether such day is to be in the same or the following month after receipt by the Architect of the relevant
Application for Payment.

The last day upon which Work may be included in an Application should normally be no less than 21 days prior to the payment
date, in consideration of the 14 days required for the Architect’s evaluation of an Application and issuance of a Certificate for
Payment in Article 9 of A201/CMa. The Contractor may prefer a few additional days to prepare the Application.

Due dates for payment should be acceptable to both the Owner and Contractor. They should allow sufficient time for the Contractor to
prepare an Application for Payment, for the Construction Manager and Architect to certify payment, and for the Owner to make
payment. They should also be in accordance with time limits established by this Article and Article 9 of A201/CMa.

§ 5.6.1 Indicate the percent retainage, if any to be withheld when computing the amount of each progress payment.

The Owner frequently pays the Contractor a percentage of the earned sum when payments fall due, retaining the remainder to
ensure faithful performance. These percentages may vary with circumstances and localities. The AIA endorses the practice of
reducing retainage as rapidly as possible, consistent with the continued protection of all affected parties. See AIA Document
A511/CMa, Guide for Supplementary Conditions - Construction Manager-Adviser Edition, for a complete discussion.

§ 5.6.2 Insert any additional retainage to be withheld from that portion of the Contract Sum allocable to materials and equipment store
at the site.

Payment for materials stored off the site should be provided for in a specific agreement and enumerated in Section 7.3. Provisions
regarding transportation to the site and insurance protecting Owner’s interests should be included.

§ 5.7.1 Enter the percentage of the Contract Sum to be paid to the Contractor upon Substantial Completion.

§ 5.8 Describe any arrangements to reduce or limit retainages indicated in Sections 5.6.1 and 5.6.2, if not explained elsewhere in
the Contract Documents.

A provision for reducing retainage should provide that the reduction will be made only if the Architect judges that the Work is
progressing satisfactorily. If the Contractor has furnished a bond, demonstration of the surety’s consent to reduction in or partial
release of retainage must be provided before such reduction is effected. Use of AIA Document G707A is recommended.

Article 6 Final Payment. Insert the date by which the Owner shall make final payment, if it differs from the one stated.

When final payment is requested, the Architect should ascertain that all claims have been settled or should define those which
remain unsettled. The Construction manager should obtain the Contractor’s certification required by Article 9 of A201/CMa and
must determine, together with the Architect, that to the best of their knowledge and belief and according to final inspection, the
requirements of the Contract have been fulfilled.

Article 7 Miscellaneous Provisions
§ 7.2 Enter any agreed-upon interest rate due on overdue payments.

§ 7.3 and 7.4 Insert temporary facilities and services and other provisions as applicable.

Article 9 Enumeration of Contract Documents. A detailed enumeration of all Contract Documents must be made in this Article.

EXECUTION OF THE AGREEMENT
The Agreement should be executed in not less than quadruplicate by the Owner and the Contractor. Each person executing the
Agreement 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.

4
Document A101/CMa
TM
– 1992
Standard Form of Agreement Between Owner and Contractor
where the basis of payment is a STIPULATED SUM — Construction Manager-Adviser Edition
AIA Document A101/CMa™ – 1992. Copyright © 1975, 1980 and 1992 by The American Institute of Architects. All rights reserved. WARNING: This AIA
®

Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA
®
Document, or any
portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. Purchasers are
permitted to reproduce ten (10) copies of this document when completed. To report copyright violations of AIA Contract Documents, e-mail The American
Institute of Architects’ legal counsel, copyright@aia.org.

1

This document has important
legal consequences.
Consultation with an attorney
is encouraged with respect to
its completion or modification.
The 1992 Edition of AIA
Document A201/CMa™, General
Conditions of the Contract for
Construction, Construction
Manager-Adviser Edition, is
adopted in this document by
reference. Do not use with other
general conditions unless this
document is modified.
AGREEMENT made as of the day of
in the year of
(In words, indicate day, month and year)


BETWEEN the Owner:
(Name, address and other information)






and the Contractor:
(Name, address and other information)






For the following Project:
(Include detailed description of Project, location, address and scope.)






The Construction Manager is:
(Name and address)







The Architect is:
(Name and address)









The Owner and Contractor agree as follows.
AIA Document A101/CMa™ – 1992. Copyright © 1975, 1980 and 1992 by The American Institute of Architects. All rights reserved. WARNING: This AIA
®

Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA
®
Document, or any
portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. Purchasers are
permitted to reproduce ten (10) copies of this document when completed. To report copyright violations of AIA Contract Documents, e-mail The American
Institute of Architects’ legal counsel, copyright@aia.org.

2

ARTICLE 1 THE CONTRACT DOCUMENTS
The Contract Documents consist of this Agreement, Conditions of the Contract (General, Supplementary and other
Conditions), Drawings, Specifications, Addenda issued prior to execution of this Agreement, other documents listed
in this Agreement and Modifications issued after execution of this Agreement; these form the Contract, and are as
fully a part of the Contract as if attached to this Agreement or repeated herein. The Contract represents the entire and
integrated agreement between the parties hereto and supersedes prior negotiations, representations or agreements,
either written or oral. An enumeration of the Contract Documents, other than Modifications, appears in Article 9.

ARTICLE 2 THE WORK OF THIS CONTRACT
The Contractor shall execute the entire Work described in the Contract Documents, except to the extent specifically
indicated in the Contract Documents to be the responsibility of others, or as follows:











ARTICLE 3 DATE OF COMMENCEMENT AND SUBSTANTIAL COMPLETION
§ 3.1 The date of commencement is the date from which the Contract Time of Section 3.2 is measured, and shall be the
date of this Agreement, as first written above, unless a different date is stated below or provision is made for the date
to be fixed in a notice to proceed issued by the Owner.
(Insert the date of commencement, if it differs from the date of this Agreement or, if applicable, state that the date will
be fixed in a notice to proceed.)


Unless the date of commencement is established by a notice to proceed issued by the Owner, the Contractor shall
notify the Owner, through the Construction Manager, in writing not less than five days before commencing the Work
to permit the timely filing of mortgages, mechanic’s liens and other security interests.

§ 3.2 The Contractor shall achieve Substantial Completion of the entire Work not later than ( ) days after the
Date of Commencement
(Insert the calendar date or number of calendar days after the date of commencement. Also insert any requirements
for earlier Substantial Completion of certain portions of the Work, if not stated elsewhere in the Contract
Documents.)









, subject to adjustments of this Contract Time as provided in the Contract Documents.
(Insert provisions, if any, for liquidated damages relating to failure to complete on time.)









AIA Document A101/CMa™ – 1992. Copyright © 1975, 1980 and 1992 by The American Institute of Architects. All rights reserved. WARNING: This AIA
®

Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA
®
Document, or any
portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. Purchasers are
permitted to reproduce ten (10) copies of this document when completed. To report copyright violations of AIA Contract Documents, e-mail The American
Institute of Architects’ legal counsel, copyright@aia.org.

3

ARTICLE 4 CONTRACT SUM
§ 4.1 The Owner shall pay the Contractor in current funds for the Contractor’s performance of the Contract the
Contract Sum of dollars
($ ), subject to additions and deductions as provided in the Contract Documents.

§ 4.2 The Contract Sum is based upon the following alternates, if any, which are described in the Contract Documents
and are hereby accepted by the Owner:
(State the numbers or other identification of accepted alternates. If decisions on other alternates are to be made by the
Owner subsequent to the execution of this Agreement, attach a schedule of such other alternates showing the amount
for each and the date until which that amount is valid.)












§ 4.3 Unit prices, if any, are as follows:











ARTICLE 5 PROGRESS PAYMENTS
§ 5.1 Based upon Applications for Payment submitted by the Contractor to the Construction Manager, and upon
Project Applications and Certificates for Payment issued by the Construction Manager and Architect, the Owner shall
make progress payments on account of the Contract Sum to the Contractor as provided below and elsewhere in the
Contract Documents.

§ 5.2 The period covered by each Application for Payment shall be one calendar month ending on the last day of the
month, or as follows:







§ 5.3 Provided an Application for Payment is submitted to the Construction Manager not later than the
day of a month, the Owner shall make payment to the Contractor not later than the day of the
same month. If an Application for Payment is received by the Construction Manager after the application date fixed
above, payment shall be made by the Owner not later than ( ) days
after the Construction Manager receives the Application for Payment.

§ 5.4 Each Application for Payment shall be based upon the Schedule of Values submitted by the Contractor in
accordance with the Contract Documents. The Schedule of Values shall allocate the entire Contract Sum among the
various portions of the Work and be prepared in such form and supported by such data to substantiate its accuracy as
AIA Document A101/CMa™ – 1992. Copyright © 1975, 1980 and 1992 by The American Institute of Architects. All rights reserved. WARNING: This AIA
®

Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA
®
Document, or any
portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. Purchasers are
permitted to reproduce ten (10) copies of this document when completed. To report copyright violations of AIA Contract Documents, e-mail The American
Institute of Architects’ legal counsel, copyright@aia.org.

4

the Construction Manager or Architect may require. This schedule, unless objected to by the Construction Manager or
Architect, shall be used as a basis for reviewing the Contractor’s Applications for Payment.

§ 5.5 Applications for Payment shall indicate the percentage of completion of each portion of the Work as of the end
of the period covered by the Application for Payment.

§ 5.6 Subject to the provisions of the Contract Documents, the amount of each progress payment shall be computed as
follows:

§ 5.6.1 Take that portion of the Contract Sum properly allocable to completed Work as determined by multiplying the
percentage completion of each portion of the Work by the share of the total Contract Sum allocated to that portion of
the Work in the Schedule of Values, less retainage of percent ( % ).
Pending final determination of cost to the Owner of changes in the Work, amounts not in dispute may be included as
provided in Section 7.3.7 of the General Conditions;

§ 5.6.2 Add that portion of the Contract Sum properly allocable to materials and equipment delivered and suitably
stored at the site for subsequent incorporation in the completed construction (or, if approved in advance by the Owner,
suitably stored off the site at a location agreed upon in writing), less retainage of
percent ( %);

§ 5.6.3 Subtract the aggregate of previous payments made by the Owner; and

§ 5.6.4 Subtract amounts, if any, for which the Construction Manager or Architect has withheld or nullified a
Certificate for Payment as provided in Section 9.5 of the General Conditions.

§ 5.7 The progress payment amount determined in accordance with Section 5.6 shall be further modified under the
following circumstances:

§ 5.7.1 Add, upon Substantial Completion of the Work, a sum sufficient to increase the total payments to
percent ( % ) of the Contract Sum, less such amounts as the
Construction Manager recommends and the Architect determines for incomplete Work and unsettled claims; and

§ 5.7.2 Add, if final completion of the Work is thereafter materially delayed through no fault of the Contractor, any
additional amounts payable in accordance with Section 9.10.3 of the General Conditions.

§ 5.8 Reduction or limitation of retainage, if any, shall be as follows:
(If it is intended, prior to Substantial Completion of the entire Work, to reduce or limit the retainage resulting from
the percentages inserted in Sections 5.6.1 and 5.6.2 above, and this is not explained elsewhere in the Contract
Documents, insert here provisions for such reduction or limitation.)




ARTICLE 6 FINAL PAYMENT
Final payment, constituting the entire unpaid balance of the Contract Sum, shall be made by the Owner to the
Contractor when (1) the Contract has been fully performed by the Contractor except for the Contractor’s responsibility
to correct nonconforming Work as provided in Section 12.2.2 of the General Conditions and to satisfy other
requirements, if any, which necessarily survive final payment; and (2) a final Project Certificate for Payment has been
issued by the Construction Manager and Architect; such final payment shall be made by the Owner not more than 30
days after the issuance of the final Project Certificate for Payment, or as follows:








AIA Document A101/CMa™ – 1992. Copyright © 1975, 1980 and 1992 by The American Institute of Architects. All rights reserved. WARNING: This AIA
®

Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA
®
Document, or any
portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. Purchasers are
permitted to reproduce ten (10) copies of this document when completed. To report copyright violations of AIA Contract Documents, e-mail The American
Institute of Architects’ legal counsel, copyright@aia.org.

5

ARTICLE 7 MISCELLANEOUS PROVISIONS
§ 7.1 Where reference is made in this Agreement to a provision of the General Conditions or another Contract
Document, the reference refers to that provision as amended or supplemented by other provisions of the Contract
Documents.

§ 7.2 Payments due and unpaid under the Contract shall bear interest from the date payment is due at the rate stated
below, or in the absence thereof, at the legal rate prevailing from time to time at the place where the Project is located.
(Insert rate of interest agreed upon, if any.)









(Usury laws and requirements under the Federal Truth in Lending Act, similar state and local consumer credit laws
and other regulations at the Owner’s and Contractor’s principal places of business, the location of the Project and
elsewhere may affect the validity of this provision. Legal advice should be obtained with respect to deletions or
modifications, and also regarding requirements such as written disclosures or waivers.)

§ 7.3 Temporary facilities and services:
(Here insert temporary facilities and services which are different from or in addition to those included elsewhere in
the Contract Documents.)







§ 7.4 Other Provisions:
(Here list any special provisions affecting the Contract.)









ARTICLE 8 TERMINATION OR SUSPENSION
§ 8.1 The Contract may be terminated by the Owner or the Contractor as provided in Article 14 of the General
Conditions.

§ 8.2 The Work may be suspended by the Owner as provided in Article 14 of the General Conditions.

ARTICLE 9 ENUMERATION OF CONTRACT DOCUMENTS
§ 9.1 The Contract Documents, except for Modifications issued after execution of this Agreement, are enumerated as
follows:

§ 9.1.1 The Agreement is this executed Standard Form of Agreement Between Owner and Contractor, AIA Document
A101/CMa, 1992 Construction Manager-Adviser Edition.

§ 9.1.2 The General Conditions are the General Conditions of the Contract for Construction, AIA Document
A201/CMa, 1992 Construction Manager-Adviser Edition.

AIA Document A101/CMa™ – 1992. Copyright © 1975, 1980 and 1992 by The American Institute of Architects. All rights reserved. WARNING: This AIA
®

Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA
®
Document, or any
portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. Purchasers are
permitted to reproduce ten (10) copies of this document when completed. To report copyright violations of AIA Contract Documents, e-mail The American
Institute of Architects’ legal counsel, copyright@aia.org.

6

§ 9.1.3 The Supplementary and other Conditions of the Contract are those contained in the Project Manual
dated , and are as follows:

Document Title Pages















§ 9.1.4 The Specifications are those contained in the Project Manual dated as in Section 9.1.3, and are as follows:
(Either list the Specifications here or refer to an exhibit attached to this Agreement.)

Document Title Pages















§ 9.1.5 The Drawings are as follows, and are dated unless a different date is
shown below:
(Either list the Drawings here or refer to an exhibit attached to this Agreement.)

Number Title Date
















AIA Document A101/CMa™ – 1992. Copyright © 1975, 1980 and 1992 by The American Institute of Architects. All rights reserved. WARNING: This AIA
®

Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA
®
Document, or any
portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. Purchasers are
permitted to reproduce ten (10) copies of this document when completed. To report copyright violations of AIA Contract Documents, e-mail The American
Institute of Architects’ legal counsel, copyright@aia.org.

7

§ 9.1.6 The Addenda, if any, are as follows:

Number Title Date















Portions of Addenda relating to bidding requirements are not part of the Contract Documents unless the bidding
requirements are also enumerated in this Article 9.

§ 9.1.7 Other documents, if any, forming part of the Contract Documents are as follows:
(List here any additional documents which are intended to form part of the Contract Documents. The General
Conditions provide that bidding requirements such as advertisement or invitation to bid, Instructions to Bidders,
sample forms and the Contractor’s bid are not part of the Contract Documents unless enumerated in this Agreement.
They should be listed here only if intended to be part of the Contract Documents.)



















This Agreement is entered into as of the day and year first written above and is executed in at least four original
copies of which one is to be delivered to the Contractor, one each to the Construction Manager and Architect for use
in the administration of the Contract, and the remainder to the Owner.


OWNER (Signature) CONTRACTOR (Signature)

(Printed name and title) (Printed name and title)
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.
Document A102
TM
– 2007 Instructions
Standard Form of Agreement Between Owner and Contractor where the basis
of payment is the Cost of the Work Plus a Fee with a Guaranteed Maximum Price
AIA Document A102™ – 2007 (formerly A111™ – 1997). Copyright © 1920, 1925, 1951, 1958, 1961, 1963, 1967, 1974, 1978, 1987, 1997 and 2007 by
The American Institute of Architects. All rights reserved. WARNING: This AIA
®
Document is protected by U.S. Copyright Law and International
Treaties. Unauthorized reproduction or distribution of this AIA
®
Document, or any portion of it, may result in severe civil and criminal penalties,
and will be prosecuted to the maximum extent possible under the law. Purchasers are permitted to reproduce ten (10) copies of this document when
completed. To report copyright violations of AIA Contract Documents, e-mail The American Institute of Architects’ legal counsel, copyright@aia.org.


GENERAL INFORMATION
Purpose. AIA Document A102–2007 is intended for use on construction projects where the basis for payment is the
cost of the Work plus a fixed fee where a guaranteed maximum price (made up of the cost of the Work plus the
Contractor’s fee) is provided. A102–2007 is not intended for use in competitive bidding.

Related Documents. This document has been prepared for use in conjunction with the AIA Document A201™–2007,
General Conditions of the Contract for Construction, which is adopted into A102–2007 by specific reference.

The A102–2007 document is used as one part of the Contract Documents which memorialize the Contract for
Construction between the Owner and the Contractor. The other Contract Documents are:

General Conditions (i.e., A201–2007)
Supplementary Conditions
Drawings
Specifications
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 MASTERSPEC and AIA Document A503™–2007,
Guide for Supplementary Conditions.

AIA Document A102–2007 is published in conjunction with the following related documents:

A201™–2007, General Conditions of the Contract for Construction
A401™–2007, Standard Form of Agreement Between Contractor and Subcontractor
A503™–2007, Guide for Supplementary Conditions
B101™–2007, Standard Form of Agreement Between Owner and Architect
C401™–2007, Standard Form of Agreement Between Architect and Consultant
E201™–2007, Digital Data Protocol Exhibit

Dispute Resolution—Mediation and Arbitration. Through its adoption by reference of AIA Document A201–2007,
this document provides 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, write to the American Arbitration Association or call
(800) 778–7879. The American Arbitration Association may also be contacted at http://www.adr.org.

Why Use AIA Contract Documents. AIA contract documents are the product of a consensus-building process aimed
at balancing the interests of all parties on the construction project. The documents reflect actual industry practices, not
theory. They are state-of-the-art legal documents, regularly revised to keep up with changes in law and the industry—
yet they are written, as far as possible, in everyday language. Finally, AIA contract documents are flexible: they are
intended to be modified to fit individual projects, but in such a way that modifications are easily distinguished from
the original, printed language.

1
AIA Document A102™ – 2007 (formerly A111™ – 1997). Copyright © 1920, 1925, 1951, 1958, 1961, 1963, 1967, 1974, 1978, 1987, 1997 and 2007 by
The American Institute of Architects. All rights reserved. WARNING: This AIA
®
Document is protected by U.S. Copyright Law and International
Treaties. Unauthorized reproduction or distribution of this AIA
®
Document, or any portion of it, may result in severe civil and criminal penalties,
and will be prosecuted to the maximum extent possible under the law. Purchasers are permitted to reproduce ten (10) copies of this document when
completed. To report copyright violations of AIA Contract Documents, e-mail The American Institute of Architects’ legal counsel, copyright@aia.org.

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 among documents.

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 the Work on the basis of 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.

Standard Forms. Most AIA documents published since 1906 have contained in their titles the words “Standard
Form.” The term “standard” is not meant to imply that a uniform set of contractual requirements is mandatory for AIA
members or others in the construction industry. Rather, the AIA standard documents are intended to be used as fair
and balanced baselines from which the parties can negotiate their bargains. As such, the documents have won general
acceptance within the construction industry and have been uniformly interpreted by the courts. Within an industry
spanning 50 states—each free to adopt different, and perhaps contradictory, laws affecting that industry—AIA
documents form the basis for a generally consistent body of construction law.

Use of Current Documents. Prior to using any AIA Contract Document, users should consult www.aia.org 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 A102–2007,
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, e-mail The American Institute of Architects’ legal
counsel, copyright@aia.org.

CHANGES FROM THE PREVIOUS EDITION
A102–2007 revises the A111™–1997 to reflect changes made in AIA Document A201–2007. It incorporates
alterations proposed by architects, contractors, owners and professional consultants. The following are some of the
significant changes made to the contents from the A111–1997.

Throughout: References in A102–2007 to the General Conditions refer specifically to A201–2007.

Article 5: This article, retitled Contract Sum, now contains a separate entry for method of adjustment of the
Contractor’s Fee for changes in the Work. This article also requires the parties to identify any limitations on a
Subcontractor’s overhead and profit for increases in the cost of its portion of the Work. In Section 5.1.4, the parties
must identify the rental rate limits for Contractor-owned equipment. In Section 5.1.5, the parties may state unit price
limitations.

Article 7: The Cost of the Work now requires that where a cost is subject to the Owner’s prior approval, the
Contractor obtain that approval prior to incurring the cost. Several costs, now reimbursable, fall into that category,
including bonuses and other incentive compensation or discretionary payments paid to anyone hired by the
Contractor. Section 7.5 provides that certain costs, such as machinery and tools, if not fully consumed, be based on the
cost of the item at the time first used on the Project site, less the value of the item when no longer used. In Section 7.6,
Miscellaneous Costs now includes self-insurance for coverage required by the Contract Documents, with the Owner’s
prior approval. A new Section 7.6.6 includes costs for electronic equipment and software. New Section 7.6.10
2
AIA Document A102™ – 2007 (formerly A111™ – 1997). Copyright © 1920, 1925, 1951, 1958, 1961, 1963, 1967, 1974, 1978, 1987, 1997 and 2007 by
The American Institute of Architects. All rights reserved. WARNING: This AIA
®
Document is protected by U.S. Copyright Law and International
Treaties. Unauthorized reproduction or distribution of this AIA
®
Document, or any portion of it, may result in severe civil and criminal penalties,
and will be prosecuted to the maximum extent possible under the law. Purchasers are permitted to reproduce ten (10) copies of this document when
completed. To report copyright violations of AIA Contract Documents, e-mail The American Institute of Architects’ legal counsel, copyright@aia.org.

includes the costs of travel incurred by the Contractor’s supervisory or administrative personnel. Lastly, a new Section
7.8, Related Party Transactions, has been added to require disclosure of certain “related party” transactions. A related
party is defined in Section 7.8.1.

Article 10: If a subcontract is awarded on a cost-plus basis, the Contractor must provide in the subcontract for the
Owner to receive the same audit rights from the Subcontractor as it receives from the Contractor.

Article 11: The term “accountant” has been replaced by “auditor.” The Owner’s access rights are limited to regular
business hours and upon reasonable notice. Lastly, the term “Contractor’s records” has been augmented to include
documentation supporting accounting entries and Subcontractors’ proposals.

Article 12: Section 12.1.7 adds a new item to the computation for progress payments to subtract retainage for any
portion of the Work that the Contractor self-performs. Prior to final payment, the Contractor must submit a final
accounting for the Cost of the Work.

Article 13: The Agreement now includes a new Article 13, Dispute Resolution. New Section 13.1 provides a fill point
where the Owner and Contractor may identify a neutral third-party Initial Decision Maker (IDM). If they do not appoint
a third-party IDM, then the Architect will act as the IDM, as in A201™–1997. Also, as in A201–1997, an initial
decision is a condition precedent to mediation, and mediation is a condition precedent to any binding form of dispute
resolution. However, arbitration is not mandatory under A201–2007 so the parties must select the binding method of
dispute resolution from three choices: arbitration, litigation or another method that the parties must identify. New
Section 13.2 provides a checkbox for selecting, or stating, the method of binding dispute resolution to be followed for
any dispute not settled through mediation.

Former Section 13.1 has been renumbered Section 14.1, and is changed with respect to the amounts due the Contractor
if the Contractor terminates the contract for cause pursuant to Section 14.1.3 of AIA Document A201–2007. In that
event, amounts payable to the Contractor, including the Contractor’s fee, are calculated under the provisions of Section
14.1.3 of A201–2007. If the Owner terminates for either cause or convenience, the amounts due the Contractor are
calculated according to Section 14.2 (formerly Section 13.2), which is modified only to correct revised section
numbers.

Article 16: A201–2007 encourages the Owner and Contractor to establish protocols governing the transmission of
digital data on the project. For that reason, A102–2007 includes a new Section 16.1.7.1 that enumerates AIA Document
E201–2007, Digital Data Protocol Exhibit, as part of the Contract Documents. If the parties to not complete AIA
Document E201–2007, Section 16.1.7.1 provides a fill point for inserting the title of another document.

Article 17: A new Article 17 is added for stating bonding requirements, if any, and limits of liability for insurance, as
required in Article 11 of AIA Document A201–2007.

USING A102–2007
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.

3
AIA Document A102™ – 2007 (formerly A111™ – 1997). Copyright © 1920, 1925, 1951, 1958, 1961, 1963, 1967, 1974, 1978, 1987, 1997 and 2007 by
The American Institute of Architects. All rights reserved. WARNING: This AIA
®
Document is protected by U.S. Copyright Law and International
Treaties. Unauthorized reproduction or distribution of this AIA
®
Document, or any portion of it, may result in severe civil and criminal penalties,
and will be prosecuted to the maximum extent possible under the law. Purchasers are permitted to reproduce ten (10) copies of this document when
completed. To report copyright violations of AIA Contract Documents, e-mail The American Institute of Architects’ legal counsel, copyright@aia.org.

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. It will be the date from which the Contract Time is measured unless a
different date is inserted under Section 4.1.

Parties: Parties to this Agreement should be identified using the full address and 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. Other information may be added, such as telephone numbers and electronic
addresses.

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; and (3) a brief description of the Project, including the proposed building usage,
size, and capacity or scope of the Project.

Architect: As in the other AIA Contract Documents, the Architect’s full legal or corporate title should be used.

Article 2 The Work of This Contract
If portions of the Work are to be performed by persons or entities other than the Contractor, these should be indicated
in the Supplementary Conditions.

Article 4 Date of Commencement and Substantial Completion
The following items should be included as appropriate:

§ 4.1 The date of commencement of the Work should be inserted if it is different from the date of the Agreement. It
should not be earlier than the date of execution (signing) of the Agreement. After the first sentence, enter either the
specific date of commencement of the Work, or if a notice to proceed is to be used, enter the sentence, “The date of
commencement shall be stipulated by the notice to proceed.” When time of performance is to be strictly enforced, the
statement of starting time should be carefully weighed.

If the Owner requires additional time to file security interests before commencement of Work, this should be indicated
here. Care should be taken to coordinate these requirements with the date of commencement of the Work.

§ 4.3 The time within which Substantial Completion of the Work is to be achieved may be expressed as a number of
days (preferably calendar days) or as a specified date. If a specified date is used and the date of commencement is to
be given in a notice to proceed, these dates must be carefully coordinated to allow sufficient time for completion of
the Work.

Any requirements for earlier Substantial Completion of portions of the Work should be entered here if not specified
elsewhere in the Contract Documents.

Optionally, insert any provisions for liquidated damages relating to failure to complete on time, or for bonus payments
for early completion. Liquidated damages are not a penalty to be inflicted on the Contractor, but must bear an actual
and reasonably estimable relationship to the Owner’s loss if construction is not completed on time. There is little or no
legal precedent to support the proposition of linking a bonus with a penalty. If liquidated damages are to be assessed
because delayed construction will result in actual loss to the Owner, the amount of damages due for each day lost
should be entered in the Supplementary Conditions or the Agreement. Factors such as confidentiality or the need to
inform subcontractors about the amount of liquidated damages will help determine the placement of such language.
4
AIA Document A102™ – 2007 (formerly A111™ – 1997). Copyright © 1920, 1925, 1951, 1958, 1961, 1963, 1967, 1974, 1978, 1987, 1997 and 2007 by
The American Institute of Architects. All rights reserved. WARNING: This AIA
®
Document is protected by U.S. Copyright Law and International
Treaties. Unauthorized reproduction or distribution of this AIA
®
Document, or any portion of it, may result in severe civil and criminal penalties,
and will be prosecuted to the maximum extent possible under the law. Purchasers are permitted to reproduce ten (10) copies of this document when
completed. To report copyright violations of AIA Contract Documents, e-mail The American Institute of Architects’ legal counsel, copyright@aia.org.


If a provision for liquidated damages is included, it should be carefully drafted by the Owner’s attorney. Such a
provision may be based on the following sample language:

“The Contractor and the Contractor’s surety, if any, shall be liable for and shall pay the Owner the sums hereinafter
stipulated as liquidated damages for each calendar day of delay until the Work is substantially complete: Dollars
($______).”

For further information on liquidated damages, penalties and bonus provisions, see AIA Document A503–2007, Guide
for Supplementary Conditions.

Article 5 Basis for Payment
§ 5.1.1 Enter the method used for determining the Contractor’s Fee (lump sum, percentage of Cost of the Work or
other method).

§ 5.1.2 Explain how the Contractor’s Fee will be adjusted for changes in the Work.

§ 5.1.3 If there will be a limitation placed on Subcontractors’ overhead and profit, enter the amount or explain how the
limitation will be calculated.

§ 5.1.4 Enter the percentage cap that will be used to determine the rental rates for Contractor-owned equipment.

§ 5.1.5 Identify unit prices and state quantity limitations, if any, to which the unit price will be applicable.

§ 5.2.1 Insert a Guaranteed Maximum Price for the Cost of the Work and the Contractor’s Fee. Insert specific
provisions if the Contractor is to participate in any savings when the final Contract Sum is below the Guaranteed
Maximum Price.

§ 5.2.2 Identify any alternates described in the Contract Documents and accepted by the Owner. If decisions on
alternates are to be made subsequent to execution of A102–2007, attach a schedule showing the amount of each alternate
and the date it expires.

§ 5.2.3 Identify and state the amounts of any allowances.

§ 5.2.4 State any assumptions on which the Guaranteed Maximum Price is based.

Article 12 Payments
§ 12.1.2 Insert the time period covered by each Application for Payment if it differs from the one given.

§ 12.1.3 Insert the time schedule for presenting Applications for Payment, and indicate due dates for making progress
payments.

The last day upon which Work may be included in an Application should normally be no less than 14 days prior to the
payment date, in consideration of the 7 days required for the Architect’s evaluation of an Application and issuance of
a Certificate for Payment and the time subsequently accorded the Owner to make Payment in Article 9 of A201–2007.
The Contractor may prefer a few additional days to prepare the Application.

Due dates for payment should be acceptable to both the Owner and Contractor. They should allow sufficient time for
the Contractor to prepare an Application for Payment, for the Architect to certify payment, and for the Owner to make
payment. They should also be in accordance with time limits established by this Article and Article 9 of A201–2007.

§ 12.1.7.3 Indicate the percent retainage, if any, to be withheld when computing the amount of each progress payment.

The Owner frequently pays the Contractor the bulk of the earned sum when payments fall due, retaining a percentage
to ensure faithful performance. These percentages may vary with circumstances and localities. The AIA endorses the
practice of reducing retainage as rapidly as possible, consistent with the continued protection of all affected parties.
See AIA Document A503–2007, Guide for Supplementary Conditions, for a complete discussion.

5
AIA Document A102™ – 2007 (formerly A111™ – 1997). Copyright © 1920, 1925, 1951, 1958, 1961, 1963, 1967, 1974, 1978, 1987, 1997 and 2007 by
The American Institute of Architects. All rights reserved. WARNING: This AIA
®
Document is protected by U.S. Copyright Law and International
Treaties. Unauthorized reproduction or distribution of this AIA
®
Document, or any portion of it, may result in severe civil and criminal penalties,
and will be prosecuted to the maximum extent possible under the law. Purchasers are permitted to reproduce ten (10) copies of this document when
completed. To report copyright violations of AIA Contract Documents, e-mail The American Institute of Architects’ legal counsel, copyright@aia.org.

§ 12.1.7.4 Insert the percent to be retained from Work the Contractor self-performs.

§ 12.2.4 Insert the date by which Owner shall make final payment, if it differs from the one stated.

When final payment is requested, the Architect should ascertain that all claims have been settled or should define those
which remain unsettled. The Architect should obtain the Contractor’s certification required by Article 9 of A201–2007
and must determine that, to the best of the Architect’s knowledge and belief and according to the Architect’s final
inspection, the requirements of the Contract have been fulfilled.

Article 13 Dispute Resolution
§ 13.1 In this section, the Owner and Contractor may identify an Initial Decision Maker to render initial decisions on
claims arising between them. If the parties do not identify an Initial Decision Maker, then the Architect will provide
initial decisions.

§ 13.2 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 14 Termination
Terminations under A102–2007 are treated similarly to terminations under a stipulated sum agreement and so follow
the provisions of AIA Document A201–2007, except that Section 14.2 provides detailed instructions for calculating the
amount due to the Contractor in the event the Owner terminates the contract for cause and the unpaid balance on the
Guaranteed Maximum Price exceeds the cost of finishing the Work. Note that the amount of the Contractor’s fee is
calculated on a pro-rata basis. If the Contractor terminates for cause, or the Owner terminates for convenience, A201–
2007 provisions govern. Section 14.3 provides (1) for the Owner to pay the Contractor fair compensation for any
Contractor-owned equipment that the Owner chooses to use in completing the Work that is not included in the Cost of
the Work, and (2) for the Contractor to facilitate assignment of subcontracts and other contracts to the Owner, should
the Owner elect to assume the rights and responsibilities associated with those contracts.

Article 15 Miscellaneous Provisions
§ 15.2 Enter any agreed-upon interest rate for overdue payments.

§ 15.3 Identify the Owner’s representative and indicate how that person may be contacted.

§ 15.4 Identify the Contractor’s representative and indicate how that person may be contacted.

§ 15.6 Insert other contract provisions here.

Article 16 Enumeration of Contract Documents
A detailed enumeration of all Contract Documents must be made in this article. List additional documents in Section
16.1.7 that will form part of the Contract Documents.

EXECUTING THE AGREEMENT
The persons executing the Agreement 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.

6
Document A102
TM
– 2007
Standard Form of Agreement Between Owner and Contractor where the basis
of payment is the Cost of the Work Plus a Fee with a Guaranteed Maximum Price
Init.
/
AIA Document A102™ – 2007 (formerly A111™ – 1997). Copyright © 1920, 1925, 1951, 1958, 1961, 1963, 1967, 1974, 1978, 1987, 1997 and 2007 by
The American Institute of Architects. All rights reserved. WARNING: This AIA
®
Document is protected by U.S. Copyright Law and International Treaties.
Unauthorized reproduction or distribution of this AIA
®
Document, or any portion of it, may result in severe civil and criminal penalties, and will be
prosecuted to the maximum extent possible under the law. Purchasers are permitted to reproduce ten (10) copies of this document when completed. To
report copyright violations of AIA Contract Documents, e-mail The American Institute of Architects’ legal counsel, copyright@aia.org.


1

This document has important legal
consequences. Consultation with
an attorney is encouraged with
respect to its completion or
modification.
This document is not intended for
use in competitive bidding.
AIA Document A201™–2007,
General Conditions of the
Contract for Construction, is
adopted in this document by
reference. Do not use with other
general conditions unless this
document is modified.

AGREEMENT made as of the day of
in the year
(In words, indicate day, month and year)

BETWEEN the Owner:
(Name, address and other information)







and the Contractor:
(Name, address and other information)







for the following Project:
(Name, location, and detailed description)








The Architect:
(Name, address and other information)














The Owner and Contractor agree as follows.
Init.
/
AIA Document A102™ – 2007 (formerly A111™ – 1997). Copyright © 1920, 1925, 1951, 1958, 1961, 1963, 1967, 1974, 1978, 1987, 1997 and 2007 by
The American Institute of Architects. All rights reserved. WARNING: This AIA
®
Document is protected by U.S. Copyright Law and International
Treaties. Unauthorized reproduction or distribution of this AIA
®
Document, or any portion of it, may result in severe civil and criminal penalties,
and will be prosecuted to the maximum extent possible under the law. Purchasers are permitted to reproduce ten (10) copies of this document when
completed. To report copyright violations of AIA Contract Documents, e-mail The American Institute of Architects’ legal counsel, copyright@aia.org

2

TABLE OF ARTICLES

1 THE CONTRACT DOCUMENTS

2 THE WORK OF THIS CONTRACT

3 RELATIONSHIP OF THE PARTIES

4 DATE OF COMMENCEMENT AND SUBSTANTIAL COMPLETION

5 CONTRACT SUM

6 CHANGES IN THE WORK

7 COSTS TO BE REIMBURSED

8 COSTS NOT TO BE REIMBURSED

9 DISCOUNTS, REBATES AND REFUNDS

10 SUBCONTRACTS AND OTHER AGREEMENTS

11 ACCOUNTING RECORDS

12 PAYMENTS

13 DISPUTE RESOLUTION

14 TERMINATION OR SUSPENSION

15 MISCELLANEOUS PROVISIONS

16 ENUMERATION OF CONTRACT DOCUMENTS

17 INSURANCE AND BONDS

ARTICLE 1 THE CONTRACT DOCUMENTS
The Contract Documents consist of this Agreement, Conditions of the Contract (General, Supplementary and other
Conditions), Drawings, Specifications, Addenda issued prior to execution of this Agreement, other documents listed in
this Agreement and Modifications issued after execution of this Agreement, all of which form the Contract, and are as
fully a part of the Contract as if attached to this Agreement or repeated herein. The Contract represents the entire and
integrated agreement between the parties hereto and supersedes prior negotiations, representations or agreements, either
written or oral. If anything in the other Contract Documents, other than a Modification, is inconsistent with this
Agreement, this Agreement shall govern.

ARTICLE 2 THE WORK OF THIS CONTRACT
The Contractor shall fully execute the Work described in the Contract Documents, except as specifically indicated in the
Contract Documents to be the responsibility of others.

ARTICLE 3 RELATIONSHIP OF THE PARTIES
The Contractor accepts the relationship of trust and confidence established by this Agreement and covenants with the
Owner to cooperate with the Architect and exercise the Contractor’s skill and judgment in furthering the interests of the
Owner; to furnish efficient business administration and supervision; to furnish at all times an adequate supply of
workers and materials; and to perform the Work in an expeditious and economical manner consistent with the Owner’s
interests. The Owner agrees to furnish and approve, in a timely manner, information required by the Contractor and to
make payments to the Contractor in accordance with the requirements of the Contract Documents.

Init.
/
AIA Document A102™ – 2007 (formerly A111™ – 1997). Copyright © 1920, 1925, 1951, 1958, 1961, 1963, 1967, 1974, 1978, 1987, 1997 and 2007 by
The American Institute of Architects. All rights reserved. WARNING: This AIA
®
Document is protected by U.S. Copyright Law and International
Treaties. Unauthorized reproduction or distribution of this AIA
®
Document, or any portion of it, may result in severe civil and criminal penalties,
and will be prosecuted to the maximum extent possible under the law. Purchasers are permitted to reproduce ten (10) copies of this document when
completed. To report copyright violations of AIA Contract Documents, e-mail The American Institute of Architects’ legal counsel, copyright@aia.org

3

ARTICLE 4 DATE OF COMMENCEMENT AND SUBSTANTIAL COMPLETION
§ 4.1 The date of commencement of the Work shall be the date of this Agreement unless a different date is stated below
or provision is made for the date to be fixed in a notice to proceed issued by the Owner.
(Insert the date of commencement, if it differs from the date of this Agreement or, if applicable, state that the date will
be fixed in a notice to proceed.)




If, prior to commencement of the Work, the Owner requires time to file mortgages and other security interests, the
Owner’s time requirement shall be as follows:




§ 4.2 The Contract Time shall be measured from the date of commencement.

§ 4.3 The Contractor shall achieve Substantial Completion of the entire Work not later than
( ) days from the date of commencement, or as follows:
(Insert number of calendar days. Alternatively, a calendar date may be used when coordinated with the date of
commencement. If appropriate, insert requirements for earlier Substantial Completion of certain portions of the Work.)




, subject to adjustments of this Contract Time as provided in the Contract Documents.
(Insert provisions, if any, for liquidated damages relating to failure to achieve Substantial Completion on time, or for
bonus payments for early completion of the Work.)




ARTICLE 5 CONTRACT SUM
§ 5.1. The Owner shall pay the Contractor the Contract Sum in current funds for the Contractor’s performance of the
Contract. The Contract Sum is the Cost of the Work as defined in Article 7 plus the Contractor’s Fee.

§ 5.1.1 The Contractor’s Fee:
(State a lump sum, percentage of Cost of the Work or other provision for determining the Contractor’s Fee.)






§ 5.1.2 The method of adjustment of the Contractor’s Fee for changes in the Work:






§ 5.1.3 Limitations, if any, on a Subcontractor’s overhead and profit for increases in the cost of its portion of the Work:






Init.
/
AIA Document A102™ – 2007 (formerly A111™ – 1997). Copyright © 1920, 1925, 1951, 1958, 1961, 1963, 1967, 1974, 1978, 1987, 1997 and 2007 by
The American Institute of Architects. All rights reserved. WARNING: This AIA
®
Document is protected by U.S. Copyright Law and International
Treaties. Unauthorized reproduction or distribution of this AIA
®
Document, or any portion of it, may result in severe civil and criminal penalties,
and will be prosecuted to the maximum extent possible under the law. Purchasers are permitted to reproduce ten (10) copies of this document when
completed. To report copyright violations of AIA Contract Documents, e-mail The American Institute of Architects’ legal counsel, copyright@aia.org

4

§ 5.1.4 Rental rates for Contractor-owned equipment shall not exceed percent ( %)
of the standard rate paid at the place of the Project.

§ 5.1.5 Unit prices, if any:
(Identify and state the unit price; state the quantity limitations, if any, to which the unit price will be applicable.)

Item Units and Limitations Price Per Unit






§ 5.2 GUARANTEED MAXIMUM PRICE
§ 5.2.1 The Contract Sum is guaranteed by the Contractor not to exceed
Dollars ($ ), subject to additions and deductions by
Change Order as provided in the Contract Documents. Such maximum sum is referred to in the Contract Documents as
the Guaranteed Maximum Price. Costs which would cause the Guaranteed Maximum Price to be exceeded shall be paid
by the Contractor without reimbursement by the Owner.
(Insert specific provisions if the Contractor is to participate in any savings.)






§ 5.2.2 The Guaranteed Maximum Price is based on the following alternates, if any, which are described in the Contract
Documents and are hereby accepted by the Owner:
(State the numbers or other identification of accepted alternates. If bidding or proposal documents permit the Owner to
accept other alternates subsequent to the execution of this Agreement, attach a schedule of such other alternates
showing the amount for each and the date when the amount expires.)






§ 5.2.3 Allowances included in the Guaranteed Maximum Price, if any:
(Identify allowance and state exclusions, if any, from the allowance price.)

Item Price






§ 5.2.4 Assumptions, if any, on which the Guaranteed Maximum Price is based:






§ 5.2.5 To the extent that the Drawings and Specifications are anticipated to require further development by the
Architect, the Contractor has provided in the Guaranteed Maximum Price for such further development consistent with
the Contract Documents and reasonably inferable therefrom. Such further development does not include such things as
changes in scope, systems, kinds and quality of materials, finishes or equipment, all of which, if required, shall be
incorporated by Change Order.
Init.
/
AIA Document A102™ – 2007 (formerly A111™ – 1997). Copyright © 1920, 1925, 1951, 1958, 1961, 1963, 1967, 1974, 1978, 1987, 1997 and 2007 by
The American Institute of Architects. All rights reserved. WARNING: This AIA
®
Document is protected by U.S. Copyright Law and International
Treaties. Unauthorized reproduction or distribution of this AIA
®
Document, or any portion of it, may result in severe civil and criminal penalties,
and will be prosecuted to the maximum extent possible under the law. Purchasers are permitted to reproduce ten (10) copies of this document when
completed. To report copyright violations of AIA Contract Documents, e-mail The American Institute of Architects’ legal counsel, copyright@aia.org

5

ARTICLE 6 CHANGES IN THE WORK
§ 6.1 Adjustments to the Guaranteed Maximum Price on account of changes in the Work may be determined by any of
the methods listed in Section 7.3.3 of AIA Document A201–2007, General Conditions of the Contract for Construction.

§ 6.2 In calculating adjustments to subcontracts (except those awarded with the Owner’s prior consent on the basis of
cost plus a fee), the terms “cost” and “fee” as used in Section 7.3.3.3 of AIA Document A201–2007 and the term
“costs” as used in Section 7.3.7 of AIA Document A201–2007 shall have the meanings assigned to them in AIA
Document A201–2007 and shall not be modified by Articles 5, 7 and 8 of this Agreement. Adjustments to subcontracts
awarded with the Owner’s prior consent on the basis of cost plus a fee shall be calculated in accordance with the terms
of those subcontracts.

§ 6.3 In calculating adjustments to the Guaranteed Maximum Price, the terms “cost” and “costs” as used in the above-
referenced provisions of AIA Document A201–2007 shall mean the Cost of the Work as defined in Article 7 of this
Agreement and the term “fee” shall mean the Contractor’s Fee as defined in Section 5.1.1 of this Agreement.

§ 6.4 If no specific provision is made in Article 5 for adjustment of the Contractor’s Fee in the case of changes in the
Work, or if the extent of such changes is such, in the aggregate, that application of the adjustment provisions of
Article 5 will cause substantial inequity to the Owner or Contractor, the Contractor’s Fee shall be equitably adjusted on
the same basis that was used to establish the Fee for the original Work, and the Guaranteed Maximum Price shall be
adjusted accordingly.

ARTICLE 7 COSTS TO BE REIMBURSED
§ 7.1 COST OF THE WORK
§ 7.1.1 The term Cost of the Work shall mean costs necessarily incurred by the Contractor in the proper performance of
the Work. Such costs shall be at rates not higher than the standard paid at the place of the Project except with prior
consent of the Owner. The Cost of the Work shall include only the items set forth in this Article 7.

§ 7.1.2 Where any cost is subject to the Owner’s prior approval, the Contractor shall obtain this approval prior to
incurring the cost. The parties shall endeavor to identify any such costs prior to executing this Agreement.

§ 7.2 LABOR COSTS
§ 7.2.1 Wages of construction workers directly employed by the Contractor to perform the construction of the Work at
the site or, with the Owner’s prior approval, at off-site workshops.

§ 7.2.2 Wages or salaries of the Contractor’s supervisory and administrative personnel when stationed at the site with the
Owner’s prior approval.
(If it is intended that the wages or salaries of certain personnel stationed at the Contractor’s principal or other offices
shall be included in the Cost of the Work, identify in Article 15, the personnel to be included, whether for all or only
part of their time, and the rates at which their time will be charged to the Work.)

§ 7.2.3 Wages and salaries of the Contractor’s supervisory or administrative personnel engaged at factories, workshops
or on the road, in expediting the production or transportation of materials or equipment required for the Work, but only
for that portion of their time required for the Work.

§ 7.2.4 Costs paid or incurred by the Contractor for taxes, insurance, contributions, assessments and benefits required by
law or collective bargaining agreements and, for personnel not covered by such agreements, customary benefits such as
sick leave, medical and health benefits, holidays, vacations and pensions, provided such costs are based on wages and
salaries included in the Cost of the Work under Sections 7.2.1 through 7.2.3.

§ 7.2.5 Bonuses, profit sharing, incentive compensation and any other discretionary payments paid to anyone hired by
the Contractor or paid to any Subcontractor or vendor, with the Owner’s prior approval.

§ 7.3 SUBCONTRACT COSTS
Payments made by the Contractor to Subcontractors in accordance with the requirements of the subcontracts.

§ 7.4 COSTS OF MATERIALS AND EQUIPMENT INCORPORATED IN THE COMPLETED CONSTRUCTION
§ 7.4.1 Costs, including transportation and storage, of materials and equipment incorporated or to be incorporated in the
completed construction.

Init.
/
AIA Document A102™ – 2007 (formerly A111™ – 1997). Copyright © 1920, 1925, 1951, 1958, 1961, 1963, 1967, 1974, 1978, 1987, 1997 and 2007 by
The American Institute of Architects. All rights reserved. WARNING: This AIA
®
Document is protected by U.S. Copyright Law and International
Treaties. Unauthorized reproduction or distribution of this AIA
®
Document, or any portion of it, may result in severe civil and criminal penalties,
and will be prosecuted to the maximum extent possible under the law. Purchasers are permitted to reproduce ten (10) copies of this document when
completed. To report copyright violations of AIA Contract Documents, e-mail The American Institute of Architects’ legal counsel, copyright@aia.org

6

§ 7.4.2 Costs of materials described in the preceding Section 7.4.1 in excess of those actually installed to allow for
reasonable waste and spoilage. Unused excess materials, if any, shall become the Owner’s property at the completion of
the Work or, at the Owner’s option, shall be sold by the Contractor. Any amounts realized from such sales shall be
credited to the Owner as a deduction from the Cost of the Work.

§ 7.5 COSTS OF OTHER MATERIALS AND EQUIPMENT, TEMPORARY FACILITIES AND RELATED ITEMS
§ 7.5.1 Costs of transportation, storage, installation, maintenance, dismantling and removal of materials, supplies,
temporary facilities, machinery, equipment and hand tools not customarily owned by construction workers that are
provided by the Contractor at the site and fully consumed in the performance of the Work. Costs of materials, supplies,
temporary facilities, machinery, equipment and tools that are not fully consumed shall be based on the cost or value of
the item at the time it is first used on the Project site less the value of the item when it is no longer used at the Project
site. Costs for items not fully consumed by the Contractor shall mean fair market value.

§ 7.5.2 Rental charges for temporary facilities, machinery, equipment and hand tools not customarily owned by
construction workers that are provided by the Contractor at the site and costs of transportation, installation, minor
repairs, dismantling and removal. The total rental cost of any Contractor-owned item may not exceed the purchase price
of any comparable item. Rates of Contractor-owned equipment and quantities of equipment shall be subject to the
Owner’s prior approval.

§ 7.5.3 Costs of removal of debris from the site of the Work and its proper and legal disposal.

§ 7.5.4 Costs of document reproductions, facsimile transmissions and long-distance telephone calls, postage and parcel
delivery charges, telephone service at the site and reasonable petty cash expenses of the site office.

§ 7.5.5 Costs of materials and equipment suitably stored off the site at a mutually acceptable location, subject to the
Owner’s prior approval.

§ 7.6 MISCELLANEOUS COSTS
§ 7.6.1 Premiums for that portion of insurance and bonds required by the Contract Documents that can be directly
attributed to this Contract. Self-insurance for either full or partial amounts of the coverages required by the Contract
Documents, with the Owner’s prior approval.

§ 7.6.2 Sales, use or similar taxes imposed by a governmental authority that are related to the Work and for which the
Contractor is liable.

§ 7.6.3 Fees and assessments for the building permit and for other permits, licenses and inspections for which the
Contractor is required by the Contract Documents to pay.

§ 7.6.4 Fees of laboratories for tests required by the Contract Documents, except those related to defective or
nonconforming Work for which reimbursement is excluded by Section 13.5.3 of AIA Document A201–2007 or by other
provisions of the Contract Documents, and which do not fall within the scope of Section 7.7.3.

§ 7.6.5 Royalties and license fees paid for the use of a particular design, process or product required by the Contract
Documents; the cost of defending suits or claims for infringement of patent rights arising from such requirement of the
Contract Documents; and payments made in accordance with legal judgments against the Contractor resulting from such
suits or claims and payments of settlements made with the Owner’s consent. However, such costs of legal defenses,
judgments and settlements shall not be included in the calculation of the Contractor’s Fee or subject to the Guaranteed
Maximum Price. If such royalties, fees and costs are excluded by the last sentence of Section 3.17 of AIA Document
A201–2007 or other provisions of the Contract Documents, then they shall not be included in the Cost of the Work.

§ 7.6.6 Costs for electronic equipment and software, directly related to the Work with the Owner’s prior approval.

§ 7.6.7 Deposits lost for causes other than the Contractor’s negligence or failure to fulfill a specific responsibility in the
Contract Documents.

§ 7.6.8 Legal, mediation and arbitration costs, including attorneys’ fees, other than those arising from disputes between
the Owner and Contractor, reasonably incurred by the Contractor after the execution of this Agreement in the
performance of the Work and with the Owner’s prior approval, which shall not be unreasonably withheld.

Init.
/
AIA Document A102™ – 2007 (formerly A111™ – 1997). Copyright © 1920, 1925, 1951, 1958, 1961, 1963, 1967, 1974, 1978, 1987, 1997 and 2007 by
The American Institute of Architects. All rights reserved. WARNING: This AIA
®
Document is protected by U.S. Copyright Law and International
Treaties. Unauthorized reproduction or distribution of this AIA
®
Document, or any portion of it, may result in severe civil and criminal penalties,
and will be prosecuted to the maximum extent possible under the law. Purchasers are permitted to reproduce ten (10) copies of this document when
completed. To report copyright violations of AIA Contract Documents, e-mail The American Institute of Architects’ legal counsel, copyright@aia.org

7

§ 7.6.9 Subject to the Owner’s prior approval, expenses incurred in accordance with the Contractor’s standard written
personnel policy for relocation and temporary living allowances of the Contractor’s personnel required for the Work.

§ 7.6.10 That portion of the reasonable expenses of the Contractor’s supervisory or administrative personnel incurred
while traveling in discharge of duties connected with the Work.

§ 7.7 OTHER COSTS AND EMERGENCIES
§ 7.7.1 Other costs incurred in the performance of the Work if, and to the extent, approved in advance in writing by the
Owner.

§ 7.7.2 Costs incurred in taking action to prevent threatened damage, injury or loss in case of an emergency affecting the
safety of persons and property, as provided in Section 10.4 of AIA Document A201–2007.

§ 7.7.3 Costs of repairing or correcting damaged or nonconforming Work executed by the Contractor, Subcontractors or
suppliers, provided that such damaged or nonconforming Work was not caused by negligence or failure to fulfill a
specific responsibility of the Contractor and only to the extent that the cost of repair or correction is not recovered by
the Contractor from insurance, sureties, Subcontractors, suppliers, or others.

§ 7.8 RELATED PARTY TRANSACTIONS
§ 7.8.1 For purposes of Section 7.8, the term “related party” shall mean a parent, subsidiary, affiliate or other entity
having common ownership or management with the Contractor; any entity in which any stockholder in, or management
employee of, the Contractor owns any interest in excess of ten percent in the aggregate; or any person or entity which
has the right to control the business or affairs of the Contractor. The term “related party” includes any member of the
immediate family of any person identified above.

§ 7.8.2 If any of the costs to be reimbursed arise from a transaction between the Contractor and a related party, the
Contractor shall notify the Owner of the specific nature of the contemplated transaction, including the identity of the
related party and the anticipated cost to be incurred, before any such transaction is consummated or cost incurred. If the
Owner, after such notification, authorizes the proposed transaction, then the cost incurred shall be included as a cost to
be reimbursed, and the Contractor shall procure the Work, equipment, goods or service from the related party, as a
Subcontractor, according to the terms of Article 10. If the Owner fails to authorize the transaction, the Contractor shall
procure the Work, equipment, goods or service from some person or entity other than a related party according to the
terms of Article 10.

ARTICLE 8 COSTS NOT TO BE REIMBURSED
§ 8.1 The Cost of the Work shall not include the items listed below:
.1 Salaries and other compensation of the Contractor’s personnel stationed at the Contractor’s principal
office or offices other than the site office, except as specifically provided in Section 7.2. or as may be
provided in Article 15;
.2 Expenses of the Contractor’s principal office and offices other than the site office;
.3 Overhead and general expenses, except as may be expressly included in Article 7;
.4 The Contractor’s capital expenses, including interest on the Contractor’s capital employed for the Work;
.5 Except as provided in Section 7.7.3 of this Agreement, costs due to the negligence or failure of the
Contractor, Subcontractors and suppliers or anyone directly or indirectly employed by any of them or for
whose acts any of them may be liable to fulfill a specific responsibility of the Contract;
.6 Any cost not specifically and expressly described in Article 7; and
.7 Costs, other than costs included in Change Orders approved by the Owner, that would cause the
Guaranteed Maximum Price to be exceeded.

ARTICLE 9 DISCOUNTS, REBATES AND REFUNDS
§ 9.1 Cash discounts obtained on payments made by the Contractor shall accrue to the Owner if (1) before making the
payment, the Contractor included them in an Application for Payment and received payment from the Owner, or (2) the
Owner has deposited funds with the Contractor with which to make payments; otherwise, cash discounts shall accrue to
the Contractor. Trade discounts, rebates, refunds and amounts received from sales of surplus materials and equipment
shall accrue to the Owner, and the Contractor shall make provisions so that they can be obtained.

§ 9.2 Amounts that accrue to the Owner in accordance with the provisions of Section 9.1 shall be credited to the Owner
as a deduction from the Cost of the Work.

Init.
/
AIA Document A102™ – 2007 (formerly A111™ – 1997). Copyright © 1920, 1925, 1951, 1958, 1961, 1963, 1967, 1974, 1978, 1987, 1997 and 2007 by
The American Institute of Architects. All rights reserved. WARNING: This AIA
®
Document is protected by U.S. Copyright Law and International
Treaties. Unauthorized reproduction or distribution of this AIA
®
Document, or any portion of it, may result in severe civil and criminal penalties,
and will be prosecuted to the maximum extent possible under the law. Purchasers are permitted to reproduce ten (10) copies of this document when
completed. To report copyright violations of AIA Contract Documents, e-mail The American Institute of Architects’ legal counsel, copyright@aia.org

8

ARTICLE 10 SUBCONTRACTS AND OTHER AGREEMENTS
§ 10.1 Those portions of the Work that the Contractor does not customarily perform with the Contractor’s own personnel
shall be performed under subcontracts or by other appropriate agreements with the Contractor. The Owner may
designate specific persons from whom, or entities from which, the Contractor shall obtain bids. The Contractor shall
obtain bids from Subcontractors and from suppliers of materials or equipment fabricated especially for the Work and
shall deliver such bids to the Architect. The Owner shall then determine, with the advice of the Contractor and the
Architect, which bids will be accepted. The Contractor shall not be required to contract with anyone to whom the
Contractor has reasonable objection.

§ 10.2 When a specific bidder (1) is recommended to the Owner by the Contractor; (2) is qualified to perform that
portion of the Work; and (3) has submitted a bid that conforms to the requirements of the Contract Documents without
reservations or exceptions, but the Owner requires that another bid be accepted, then the Contractor may require that a
Change Order be issued to adjust the Guaranteed Maximum Price by the difference between the bid of the person or
entity recommended to the Owner by the Contractor and the amount of the subcontract or other agreement actually
signed with the person or entity designated by the Owner.

§ 10.3 Subcontracts or other agreements shall conform to the applicable payment provisions of this Agreement, and shall
not be awarded on the basis of cost plus a fee without the prior consent of the Owner. If the Subcontract is awarded on a
cost-plus a fee basis, the Contractor shall provide in the Subcontract for the Owner to receive the same audit rights with
regard to the Subcontractor as the Owner receives with regard to the Contractor in Article 11, below.

ARTICLE 11 ACCOUNTING RECORDS
The Contractor shall keep full and detailed records and accounts related to the cost of the Work and exercise such
controls as may be necessary for proper financial management under this Contract and to substantiate all costs incurred.
The accounting and control systems shall be satisfactory to the Owner. The Owner and the Owner’s auditors shall,
during regular business hours and upon reasonable notice, be afforded access to, and shall be permitted to audit and
copy, the Contractor’s records and accounts, including complete documentation supporting accounting entries, books,
correspondence, instructions, drawings, receipts, subcontracts, Subcontractor’s proposals, purchase orders, vouchers,
memoranda and other data relating to this Contract. The Contractor shall preserve these records for a period of three
years after final payment, or for such longer period as may be required by law.

ARTICLE 12 PAYMENTS
§ 12.1 PROGRESS PAYMENTS
§ 12.1.1 Based upon Applications for Payment submitted to the Architect by the Contractor and Certificates for Payment
issued by the Architect, the Owner shall make progress payments on account of the Contract Sum to the Contractor as
provided below and elsewhere in the Contract Documents.

§ 12.1.2 The period covered by each Application for Payment shall be one calendar month ending on the last day of the
month, or as follows:




§ 12.1.3 Provided that an Application for Payment is received by the Architect not later than the
( ) day of a month, the Owner shall make payment of the certified amount to the Contractor not later than
the ( ) day of the ( ) month. If an Application for
Payment is received by the Architect after the application date fixed above, payment shall be made by the Owner not
later than ( ) days after the Architect receives the Application for Payment.
(Federal, state or local laws may require payment within a certain period of time.)

§ 12.1.4 With each Application for Payment, the Contractor shall submit payrolls, petty cash accounts, receipted
invoices or invoices with check vouchers attached, and any other evidence required by the Owner or Architect to
demonstrate that cash disbursements already made by the Contractor on account of the Cost of the Work equal or
exceed (1) progress payments already received by the Contractor; less (2) that portion of those payments attributable to
the Contractor’s Fee; plus (3) payrolls for the period covered by the present Application for Payment.

§ 12.1.5 Each Application for Payment shall be based on the most recent schedule of values submitted by the Contractor
in accordance with the Contract Documents. The schedule of values shall allocate the entire Guaranteed Maximum
Price among the various portions of the Work, except that the Contractor’s Fee shall be shown as a single separate item.
Init.
/
AIA Document A102™ – 2007 (formerly A111™ – 1997). Copyright © 1920, 1925, 1951, 1958, 1961, 1963, 1967, 1974, 1978, 1987, 1997 and 2007 by
The American Institute of Architects. All rights reserved. WARNING: This AIA
®
Document is protected by U.S. Copyright Law and International
Treaties. Unauthorized reproduction or distribution of this AIA
®
Document, or any portion of it, may result in severe civil and criminal penalties,
and will be prosecuted to the maximum extent possible under the law. Purchasers are permitted to reproduce ten (10) copies of this document when
completed. To report copyright violations of AIA Contract Documents, e-mail The American Institute of Architects’ legal counsel, copyright@aia.org

9

The schedule of values shall be prepared in such form and supported by such data to substantiate its accuracy as the
Architect may require. This schedule, unless objected to by the Architect, shall be used as a basis for reviewing the
Contractor’s Applications for Payment.

§ 12.1.6 Applications for Payment shall show the percentage of completion of each portion of the Work as of the end of
the period covered by the Application for Payment. The percentage of completion shall be the lesser of (1) the
percentage of that portion of the Work which has actually been completed; or (2) the percentage obtained by dividing
(a) the expense that has actually been incurred by the Contractor on account of that portion of the Work for which the
Contractor has made or intends to make actual payment prior to the next Application for Payment by (b) the share of the
Guaranteed Maximum Price allocated to that portion of the Work in the schedule of values.

§ 12.1.7 Subject to other provisions of the Contract Documents, the amount of each progress payment shall be computed
as follows:
.1 Take that portion of the Guaranteed Maximum Price properly allocable to completed Work as determined
by multiplying the percentage of completion of each portion of the Work by the share of the Guaranteed
Maximum Price allocated to that portion of the Work in the schedule of values. Pending final
determination of cost to the Owner of changes in the Work, amounts not in dispute shall be included as
provided in Section 7.3.9 of AIA Document A201–2007;
.2 Add that portion of the Guaranteed Maximum Price properly allocable to materials and equipment
delivered and suitably stored at the site for subsequent incorporation in the Work, or if approved in
advance by the Owner, suitably stored off the site at a location agreed upon in writing;
.3 Add the Contractor’s Fee, less retainage of percent ( %). The
Contractor’s Fee shall be computed upon the Cost of the Work at the rate stated in Section 5.1.1 or, if the
Contractor’s Fee is stated as a fixed sum in that Section, shall be an amount that bears the same ratio to
that fixed-sum fee as the Cost of the Work bears to a reasonable estimate of the probable Cost of the
Work upon its completion;
.4 Subtract retainage of percent ( %) from that portion of the Work that
the Contractor self-performs;
.5 Subtract the aggregate of previous payments made by the Owner;
.6 Subtract the shortfall, if any, indicated by the Contractor in the documentation required by Section 12.1.4
to substantiate prior Applications for Payment, or resulting from errors subsequently discovered by the
Owner’s auditors in such documentation; and
.7 Subtract amounts, if any, for which the Architect has withheld or nullified a Certificate for Payment as
provided in Section 9.5 of AIA Document A201–2007.

§ 12.1.8 The Owner and the Contractor shall agree upon a (1) mutually acceptable procedure for review and approval of
payments to Subcontractors and (2) the percentage of retainage held on Subcontracts, and the Contractor shall execute
subcontracts in accordance with those agreements.

§ 12.1.9 In taking action on the Contractor’s Applications for Payment, the Architect shall be entitled to rely on the
accuracy and completeness of the information furnished by the Contractor and shall not be deemed to represent that the
Architect has made a detailed examination, audit or arithmetic verification of the documentation submitted in
accordance with Section 12.1.4 or other supporting data; that the Architect has made exhaustive or continuous on-site
inspections; or that the Architect has made examinations to ascertain how or for what purposes the Contractor has used
amounts previously paid on account of the Contract. Such examinations, audits and verifications, if required by the
Owner, will be performed by the Owner’s auditors acting in the sole interest of the Owner.

§ 12.2 FINAL PAYMENT
§ 12.2.1 Final payment, constituting the entire unpaid balance of the Contract Sum, shall be made by the Owner to the
Contractor when
.1 the Contractor has fully performed the Contract except for the Contractor’s responsibility to correct Work
as provided in Section 12.2.2 of AIA Document A201–2007, and to satisfy other requirements, if any,
which extend beyond final payment;
.2 the Contractor has submitted a final accounting for the Cost of the Work and a final Application for
Payment; and
.3 a final Certificate for Payment has been issued by the Architect.

§ 12.2.2 The Owner’s auditors will review and report in writing on the Contractor’s final accounting within 30 days after
delivery of the final accounting to the Architect by the Contractor. Based upon such Cost of the Work as the Owner’s
Init.
/
AIA Document A102™ – 2007 (formerly A111™ – 1997). Copyright © 1920, 1925, 1951, 1958, 1961, 1963, 1967, 1974, 1978, 1987, 1997 and 2007 by
The American Institute of Architects. All rights reserved. WARNING: This AIA
®
Document is protected by U.S. Copyright Law and International
Treaties. Unauthorized reproduction or distribution of this AIA
®
Document, or any portion of it, may result in severe civil and criminal penalties,
and will be prosecuted to the maximum extent possible under the law. Purchasers are permitted to reproduce ten (10) copies of this document when
completed. To report copyright violations of AIA Contract Documents, e-mail The American Institute of Architects’ legal counsel, copyright@aia.org

10

auditors report to be substantiated by the Contractor’s final accounting, and provided the other conditions of Section
12.2.1 have been met, the Architect will, within seven days after receipt of the written report of the Owner’s auditors,
either issue to the Owner a final Certificate for Payment with a copy to the Contractor, or notify the Contractor and
Owner in writing of the Architect’s reasons for withholding a certificate as provided in Section 9.5.1 of the AIA
Document A201–2007. The time periods stated in this Section 12.2.2 supersede those stated in Section 9.4.1 of the AIA
Document A201–2007. The Architect is not responsible for verifying the accuracy of the Contractor’s final accounting.

§ 12.2.3 If the Owner’s auditors report the Cost of the Work as substantiated by the Contractor’s final accounting to be
less than claimed by the Contractor, the Contractor shall be entitled to request mediation of the disputed amount without
seeking an initial decision pursuant to Section 15.2 of A201–2007. A request for mediation shall be made by the
Contractor within 30 days after the Contractor’s receipt of a copy of the Architect’s final Certificate for Payment.
Failure to request mediation within this 30-day period shall result in the substantiated amount reported by the Owner’s
auditors becoming binding on the Contractor. Pending a final resolution of the disputed amount, the Owner shall pay the
Contractor the amount certified in the Architect’s final Certificate for Payment.

§ 12.2.4 The Owner’s final payment to the Contractor shall be made no later than 30 days after the issuance of the
Architect’s final Certificate for Payment, or as follows:






§ 12.2.5 If, subsequent to final payment and at the Owner’s request, the Contractor incurs costs described in Article 7
and not excluded by Article 8 to correct defective or nonconforming Work, the Owner shall reimburse the Contractor
such costs and the Contractor’s Fee applicable thereto on the same basis as if such costs had been incurred prior to final
payment, but not in excess of the Guaranteed Maximum Price. If the Contractor has participated in savings as provided
in Section 5.2, the amount of such savings shall be recalculated and appropriate credit given to the Owner in
determining the net amount to be paid by the Owner to the Contractor.

ARTICLE 13 DISPUTE RESOLUTION
§ 13.1 INITIAL DECISION MAKER
The Architect will serve as Initial Decision Maker pursuant to Section 15.2 of AIA Document A201–2007, unless the
parties appoint below another individual, not a party to the Agreement, to serve as Initial Decision Maker.
(If the parties mutually agree, insert the name, address and other contact information of the Initial Decision Maker, if
other than the Architect.)






§ 13.2 BINDING DISPUTE RESOLUTION
For any Claim subject to, but not resolved by mediation pursuant to Section 15.3 of AIA Document A201–2007, the
method of binding dispute resolution shall be as follows:
(Check the appropriate box. If the Owner and Contractor do not select a method of binding dispute resolution below, or
do not subsequently agree in writing to a binding dispute resolution method other than litigation, Claims will be
resolved by litigation in a court of competent jurisdiction.)

Arbitration pursuant to Section 15.4 of AIA Document A201–2007

Litigation in a court of competent jurisdiction

Other (Specify)


Init.
/
AIA Document A102™ – 2007 (formerly A111™ – 1997). Copyright © 1920, 1925, 1951, 1958, 1961, 1963, 1967, 1974, 1978, 1987, 1997 and 2007 by
The American Institute of Architects. All rights reserved. WARNING: This AIA
®
Document is protected by U.S. Copyright Law and International
Treaties. Unauthorized reproduction or distribution of this AIA
®
Document, or any portion of it, may result in severe civil and criminal penalties,
and will be prosecuted to the maximum extent possible under the law. Purchasers are permitted to reproduce ten (10) copies of this document when
completed. To report copyright violations of AIA Contract Documents, e-mail The American Institute of Architects’ legal counsel, copyright@aia.org

11

ARTICLE 14 TERMINATION OR SUSPENSION
§ 14.1 Subject to the provisions of Section 14.2 below, the Contract may be terminated by the Owner or the Contractor
as provided in Article 14 of AIA Document A201–2007.

§ 14.2 If the Owner terminates the Contract for cause as provided in Article 14 of AIA Document A201–2007, the
amount, if any, to be paid to the Contractor under Section 14.2.4 of AIA Document A201–2007 shall not cause the
Guaranteed Maximum Price to be exceeded, nor shall it exceed an amount calculated as follows:
.1 Take the Cost of the Work incurred by the Contractor to the date of termination;
.2 Add the Contractor’s Fee computed upon the Cost of the Work to the date of termination at the rate stated
in Section 5.1.1 or, if the Contractor’s Fee is stated as a fixed sum in that Section, an amount that bears
the same ratio to that fixed-sum Fee as the Cost of the Work at the time of termination bears to a
reasonable estimate of the probable Cost of the Work upon its completion; and
.3 Subtract the aggregate of previous payments made by the Owner.

§ 14.3 The Owner shall also pay the Contractor fair compensation, either by purchase or rental at the election of the
Owner, for any equipment owned by the Contractor that the Owner elects to retain and that is not otherwise included in
the Cost of the Work under Section 14.2.1. To the extent that the Owner elects to take legal assignment of subcontracts
and purchase orders (including rental agreements), the Contractor shall, as a condition of receiving the payments
referred to in this Article 14, execute and deliver all such papers and take all such steps, including the legal assignment
of such subcontracts and other contractual rights of the Contractor, as the Owner may require for the purpose of fully
vesting in the Owner the rights and benefits of the Contractor under such subcontracts or purchase orders.

§ 14.4 The Work may be suspended by the Owner as provided in Article 14 of AIA Document A201–2007; in such case,
the Guaranteed Maximum Price and Contract Time shall be increased as provided in Section 14.3.2 of AIA Document
A201–2007, except that the term “profit” shall be understood to mean the Contractor’s Fee as described in Sections
5.1.1 and Section 6.4 of this Agreement.

ARTICLE 15 MISCELLANEOUS PROVISIONS
§ 15.1 Where reference is made in this Agreement to a provision of AIA Document A201–2007 or another Contract
Document, the reference refers to that provision as amended or supplemented by other provisions of the Contract
Documents.

§ 15.2 Payments due and unpaid under the Contract shall bear interest from the date payment is due at the rate stated
below, or in the absence thereof, at the legal rate prevailing from time to time at the place where the Project is located.
(Insert rate of interest agreed upon, if any.)



§ 15.3 The Owner’s representative:
(Name, address and other information)







§ 15.4 The Contractor’s representative:
(Name, address and other information)







§ 15.5 Neither the Owner’s nor the Contractor’s representative shall be changed without ten days’ written notice to the
other party.
Init.
/
AIA Document A102™ – 2007 (formerly A111™ – 1997). Copyright © 1920, 1925, 1951, 1958, 1961, 1963, 1967, 1974, 1978, 1987, 1997 and 2007 by
The American Institute of Architects. All rights reserved. WARNING: This AIA
®
Document is protected by U.S. Copyright Law and International
Treaties. Unauthorized reproduction or distribution of this AIA
®
Document, or any portion of it, may result in severe civil and criminal penalties,
and will be prosecuted to the maximum extent possible under the law. Purchasers are permitted to reproduce ten (10) copies of this document when
completed. To report copyright violations of AIA Contract Documents, e-mail The American Institute of Architects’ legal counsel, copyright@aia.org

12

§ 15.6 Other provisions:







ARTICLE 16 ENUMERATION OF CONTRACT DOCUMENTS
§ 16.1 The Contract Documents, except for Modifications issued after execution of this Agreement, are enumerated in
the sections below.

§ 16.1.1 The Agreement is this executed AIA Document A102–2007, Standard Form of Agreement Between Owner and
Contractor.

§ 16.1.2 The General Conditions are AIA Document A201–2007, General Conditions of the Contract for
Construction.

§ 16.1.3 The Supplementary and other Conditions of the Contract:

Document Title Date Pages






§ 16.1.4 The Specifications:
(Either list the Specifications here or refer to an exhibit attached to this Agreement.)

Section Title Date Pages






§ 16.1.5 The Drawings:
(Either list the Drawings here or refer to an exhibit attached to this Agreement.)

Number Title Date






§ 16.1.6 The Addenda, if any:

Number Date Pages






Portions of Addenda relating to bidding requirements are not part of the Contract Documents unless the bidding
requirements are also enumerated in this Article 16.
Init.
/
AIA Document A102™ – 2007 (formerly A111™ – 1997). Copyright © 1920, 1925, 1951, 1958, 1961, 1963, 1967, 1974, 1978, 1987, 1997 and 2007 by
The American Institute of Architects. All rights reserved. WARNING: This AIA
®
Document is protected by U.S. Copyright Law and International
Treaties. Unauthorized reproduction or distribution of this AIA
®
Document, or any portion of it, may result in severe civil and criminal penalties,
and will be prosecuted to the maximum extent possible under the law. Purchasers are permitted to reproduce ten (10) copies of this document when
completed. To report copyright violations of AIA Contract Documents, e-mail The American Institute of Architects’ legal counsel, copyright@aia.org

13

§ 16.1.7 Additional documents, if any, forming part of the Contract Documents:
.1 AIA Document E201™–2007, Digital Data Protocol Exhibit, if completed by the parties, or the
following:




.2 Other documents, if any, listed below:
(List here any additional documents that are intended to form part of the Contract Documents. AIA Document A201–
2007 provides that bidding requirements such as advertisement or invitation to bid, Instructions to Bidders, sample
forms and the Contractor’s bid are not part of the Contract Documents unless enumerated in this Agreement. They
should be listed here only if intended to be part of the Contract Documents.)






ARTICLE 17 INSURANCE AND BONDS
The Contractor shall purchase and maintain insurance and provide bonds as set forth in Article 11 of AIA Document
A201–2007.
(State bonding requirements, if any, and limits of liability for insurance required in Article 11 of AIA Document
A201–2007.)
























This Agreement entered into as of the day and year first written above.


OWNER (Signature) CONTRACTOR (Signature)

(Printed name and title) (Printed name and title)
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.
Document A103
TM
– 2007 Instructions
Standard Form of Agreement Between Owner and Contractor where the basis
of payment is the Cost of the Work Plus a Fee without a Guaranteed Maximum Price
AIA Document A103™ – 2007 (formerly A114™ – 2001). Copyright © 2001 and 2007 by The American Institute of Architects. All rights reserved.
WARNING: This AIA
®
Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA
®
Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the
law. Purchasers are permitted to reproduce ten (10) copies of this document when completed. To report copyright violations of AIA Contract Documents, e-mail
The American Institute of Architects’ legal counsel, copyright@aia.org.

1


GENERAL INFORMATION
Purpose. AIA Document A103–2007 is intended for use on construction projects where the basis of payment is the Cost of
the Work Plus a Fee, and the Cost is not fully known at the commencement of the construction. A103–2007 is not intended
for use in competitive bidding.

Related Documents. This document has been prepared for use in conjunction with the AIA Document A201™–2007,
General Conditions of the Contract for Construction, which is adopted into A103–2007 by specific reference.

The A103–2007 document is used as one part of the Contract Documents which memorialize the Contract for
Construction between the Owner and the Contractor. The other Contract Documents are:

General Conditions (i.e., A201–2007)
Supplementary Conditions
Drawings
Specifications
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 MASTERSPEC and AIA Document A503™–2007,
Guide for Supplementary Conditions.

AIA Document A103–2007 is published in conjunction with the following related documents:

A201™–2007, General Conditions of the Contract for Construction
A401™–2007, Standard Form of Agreement Between Contractor and Subcontractor
A503™–2007, Guide for Supplementary Conditions
B101™–2007, Standard Form of Agreement Between Owner and Architect
C401™–2007, Standard Form of Agreement Between Architect and Consultant
E201™–2007, Digital Data Protocol Exhibit

Dispute Resolution—Mediation and Arbitration. Through its adoption by reference of AIA Document A201–2007, this
document provides 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, write to the American Arbitration Association or call
(800) 778–7879. The American Arbitration Association may also be contacted at http://www.adr.org.

Why Use AIA Contract Documents. AIA Contract Documents are the product of a consensus-building process aimed at
balancing the interests of all parties on the construction project. The documents reflect actual industry practices, not theory.
They are state-of-the-art legal documents, regularly revised to keep up with changes in law and the industry—yet they are
written, as far as possible, in everyday language. Finally, AIA contract documents are flexible: they are intended to be
modified to fit individual projects, but in such a way that modifications are easily distinguished from the original, printed
language.

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 among documents.

Letter Forms of Agreement. Letter Forms of Agreement are generally discouraged by the AIA, as is the performance of a
AIA Document A103™ – 2007 (formerly A114™ – 2001). Copyright © 2001 and 2007 by The American Institute of Architects. All rights reserved.
WARNING: This AIA
®
Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA
®

Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the
law. Purchasers are permitted to reproduce ten (10) copies of this document when completed. To report copyright violations of AIA Contract Documents, e-mail
The American Institute of Architects’ legal counsel, copyright@aia.org.



part of the whole of the Work on the basis of 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 court. In addition, the
standard forms have been carefully coordinated with other AIA documents.

Standard Forms. Most AIA Contract Documents published since 1906 have contained in their titles the words “Standard
Form.” The term “Standard” is not meant to imply that a uniform set of contractual requirements is mandatory for AIA
members or others in the construction industry. Rather, the AIA standard documents are intended to be used as fair and
balanced baselines from which parties can negotiate their bargains. As such, the documents have won general acceptance
within the construction industry and have been uniformly interpreted by the courts. Within an industry spanning 50
states—each free to adopt different, and perhaps contradictory, laws affecting that industry—AIA documents form the
basis for a generally consistent body of construction law.

Use of Current AIA Documents. Prior to using any AIA Contract Document, users should consult www.aia.org 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 A103–2007,
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, e-mail The American Institute of Architects’ legal counsel,
copyright@aia.org.

CHANGES FROM THE PREVIOUS EDITION
A103–2007 revises the A114™–2001 to reflect changes made in AIA Document A201–2007. It incorporates alterations
proposed by architects, contractors, owners and professional consultants. The following are some of the significant
changes made to the contents from the A114–2001.

Throughout: References in A103–2007 to the General Conditions refer specifically to A201–2007.

Article 5: This article now contains a separate entry for method of adjustment of the Contractor’s Fee for changes in the
Work. This article also requires the parties to identify any limitations on a Subcontractor’s overhead and profit for
increases in the cost of its portion of the Work. In Section 5.1.4, the parties must identify the rental rate limits for
Contractor-owned equipment. In Section 5.1.5, the parties may state Unit Price limitations. Section 5.2 now requires that
the Contractor submit the Control Estimate within 14 days of executing the Agreement, and update and submit it with
each application for payment.

Article 6: A new Article 6, Changes in the Work, has been added to allow the Owner to make changes in the Work and to
adjust the Contract time and Contractor’s Fee accordingly. The article also requires the Contractor to provide notice of
anticipated changes in the Work.

Article 7: Requires that where a cost is subject to the Owner’s prior approval, the Contractor obtain that approval in
writing prior to incurring the cost. Certain costs are now reimbursable, including, bonuses and other incentive
compensation or discretionary payments paid to anyone hired by the Contractor. Section 7.5 provides that certain costs,
such as machinery and tools, if not fully consumed, be based on the cost of the item at the time first used on the Project
site, less the value of the item when no longer used. In Section 7.6, Miscellaneous Costs now includes self-insurance for
coverage required by the Contract Documents. A new Section 7.6.6 includes costs for electronic equipment and software,
instead of “data processing costs.” New Section 7.6.10 includes the costs of travel incurred by the Contractor’s
supervisory or administrative personnel. Lastly, a new Section 7.8, Related Party Transactions, has been added to require
disclosure of certain “related party” transactions. A related party is defined in Section 7.8.1.
2
AIA Document A103™ – 2007 (formerly A114™ – 2001). Copyright © 2001 and 2007 by The American Institute of Architects. All rights reserved.
WARNING: This AIA
®
Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA
®

Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the
law. Purchasers are permitted to reproduce ten (10) copies of this document when completed. To report copyright violations of AIA Contract Documents, e-mail
The American Institute of Architects’ legal counsel, copyright@aia.org.



Article 10: If a subcontract is awarded on a cost-plus basis, the Contractor must provide in the subcontract for the Owner
to receive the same audit rights from the Subcontractor as it receives from the Contractor.

Article 11: The term “accountant” has been replaced by “auditor.” The Owner’s access rights are limited to regular
business hours and upon reasonable notice. Lastly, the term “Contractor’s records” has been augmented to include
documentation supporting accounting entries and Subcontractors’ proposals.

Article 12: The Contractor must now submit the cost control information required in Section 5.2.5 with each Application
for Payment. Section 12.1.6 adds a new item to the computation for progress payments to subtract retainage for any
portion of the Work that the Contractor self-performs. Prior to final payment, the Contractor must submit a final
accounting for the Cost of the Work.

Article 13: The Agreement now includes a new Article 13, Dispute Resolution. New Section 13.1 provides a fill point
where the Owner and Contractor may identify a neutral third-party Initial Decision Maker (IDM). If they do not appoint a
third-party IDM, then the Architect will act as the IDM, as in A201™–1997. Also, as in A201–1997, an initial decision is
a condition precedent to mediation, and mediation is a condition precedent to any binding form of dispute resolution.
However, arbitration is not mandatory under A201–2007 so the parties must select the binding method of dispute
resolution from three choices: arbitration, litigation or another method that the parties must identify. New Section 13.2
provides a checkbox for selecting, or stating, the method of binding dispute resolution to be followed for any dispute not
settled through mediation.

Article 16: A201–2007 encourages the Owner and Contractor to establish protocols governing the transmission of digital
data on the project. For that reason, A103–2007 includes a new Section 16.1.7.1 that enumerates AIA Document E201–
2007 Digital Data Protocol Exhibit as part of the Contract Documents. If the parties to not complete AIA Document E201–
2007, Section 16.1.7.1 provides a fill point for inserting the title of another document.

Article 17: A new Article 17 is added for stating bonding requirements, if any, and limits of liability for insurance, as
required in Article 11 of AIA Document A201–2007.

USING A103–2007
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 an original oral agreement was
reached, the date the Agreement originally was submitted to the Owner, the date authorizing action was taken, or the date
of the actual execution of the Agreement. The date selected will be the date from which the Contract Time is measured
unless a different date is inserted under Section 4.1.

3
AIA Document A103™ – 2007 (formerly A114™ – 2001). Copyright © 2001 and 2007 by The American Institute of Architects. All rights reserved.
WARNING: This AIA
®
Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA
®

Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the
law. Purchasers are permitted to reproduce ten (10) copies of this document when completed. To report copyright violations of AIA Contract Documents, e-mail
The American Institute of Architects’ legal counsel, copyright@aia.org.



Parties: Parties to this Agreement should be identified using the full address and 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, 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. Other information
may be added, such as telephone numbers and electronic addresses.

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; and (3) a brief description of the Project, including the proposed building usage, size,
and capacity or scope of the Project.

Architect: As in other AIA Contract Documents, the Architect’s full legal or corporate title should be used.

Article 2 The Work of This Contract
If portions of the Work are to be performed by persons or entities other than the Contractor, these should be indicated in
the Supplementary Conditions.

Article 4 Date of Commencement and Substantial Completion
The following items should be included as appropriate:

§ 4.1 The date of commencement of the Work should be inserted if it is different from the date of the Agreement. It should
not be earlier than the date of execution (signing) of the Agreement. When time of performance is to be strictly enforced,
the statement of starting time should be carefully weighed.

If the Owner requires additional time to file security interests before commencement of the Work, this should be indicated
here. Care should be taken to coordinate these requirements with the date of commencement of the Work.

§ 4.3 The time within which Substantial Completion of the Work is to be achieved may be expressed as a number of days
(preferably calendar days) or as a specified date. If a specified date is used and the date of commencement is to be given in
a notice to proceed, these dates must be carefully coordinated to allow sufficient time for completion of Work.

Any requirements for earlier Substantial Completion of portions of the Work should be entered here if not specified
elsewhere in the Contract Documents.

Optionally, insert any provisions for liquidated damages relating to failure to complete on time or for bonus payments for
early completion. Liquidated damages are not a penalty to be inflicted on the Contractor, but must bear an actual and
reasonably estimable relationship to the Owner’s loss if construction is not completed on time. There is little or no legal
precedent to support the proposition of linking a bonus with a penalty. If liquidated damages are to be assessed because
delayed construction will result in actual loss to the Owner, the amount of damages due for each day lost should be entered
in the Supplementary Conditions of the Agreement. Factors such as confidentiality or the need to inform Subcontractors
about the amount of liquidated damages will help determine the placement of such language. If a provision for liquidated
damages is included, the Owner’s attorney should carefully draft it. Such a provision may be based on the following
sample language:

“The Contractor and the Contractor’s surety, if any, shall be liable for and shall pay the Owner the sums hereinafter
stipulated as liquidated damages for each calendar day of delay until the Work is substantially complete: _________
Dollars ($_________ ).”

For further information on liquidated damages, penalties and bonus provisions, see AIA Document A503–2007, Guide For
Supplementary Conditions, at www.aia.org.

Article 5 Basis for Payment
§ 5.1.1 Enter the method used for determining the Contractor’s Fee (lump sum, percentage of Cost of the Work or other
method).

§ 5.1.2 Explain how the Contractor’s Fee will be adjusted for changes in the Work.

§ 5.1.3 If there will be a limitation placed on Subcontractors’ overhead and profit, enter the amount or explain how the
limitation will be calculated.

§ 5.1.4 Enter the percentage cap that will be used to determine the rental rates for Contractor-owned equipment.

§ 5.1.5 Identify unit prices and state quantity limitations, if any, to which the unit price will be applicable.

4
AIA Document A103™ – 2007 (formerly A114™ – 2001). Copyright © 2001 and 2007 by The American Institute of Architects. All rights reserved.
WARNING: This AIA
®
Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA
®

Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the
law. Purchasers are permitted to reproduce ten (10) copies of this document when completed. To report copyright violations of AIA Contract Documents, e-mail
The American Institute of Architects’ legal counsel, copyright@aia.org.



§ 5.2 The Contractor has 14 days, from the date this Agreement is executed, to submit a Control Estimate, which must be
updated with each Application for Payment to show any changes in the Work.

Article 12 Payments
§ 12.1.2 Insert the time period covered by each Application for Payment if it differs from the one given.

§ 12.1.3 Insert the time schedule for presenting Applications for Payment, and indicate due dates for making progress
payments.

The last day upon which Work may be included in an Application normally should be no less than 14 days prior to the
payment date, in consideration of the seven days required for the Architect’s evaluation of an Application and issuance of a
Certificate for Payment and the time subsequently accorded the Owner to make Payment in Article 9 of A201–2007,
General Conditions of the Contract for Construction.

§ 12.1.6.3 Insert the percent to be retained from Work the Contractor self-performs.

§ 12.2.4 Insert the date by which the Owner shall make final payment, if it differs from the one stated.

Article 13 Dispute Resolution
§ 13.1 In this section, the Owner and Contractor may identify an Initial Decision Maker to render initial decisions on
claims arising between them. If the parties do not identify an Initial Decision Maker, then the Architect will provide initial
decisions.

§ 13.2 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 14 Termination
Terminations under A103–2007 are treated similarly to terminations under a stipulated sum agreement and so follow the
provisions of AIA Document A201–2007, except that Section 14.2 provides detailed instructions for calculating the
amount due to the Contractor in the event the Owner terminates the contract for cause or the Owner terminates the contract
for convenience. Note that in either case the amount of the Contractor’s Fee is calculated on a pro-rata basis. If the
Contractor terminates for cause, A201–2007 provisions govern. Section 14.3 provides (1) for the Owner to pay the
Contractor fair compensation for any Contractor-owned equipment that the Owner chooses to use in completing the Work
that is not included in the Cost of the Work, and (2) for the Contractor to facilitate assignment of subcontracts and other
contracts to the Owner, should the Owner elect to assume the rights and responsibilities associated with those contracts.

Article 15 Miscellaneous Provisions
§ 15.2 Enter any agreed-upon interest rate for overdue payments.

§ 15.3 Identify the Owner’s representative and indicate how that person may be contacted.

§ 15.4 Identify the Contractor’s representative and indicate how that person may be contacted.

§ 15.6 Insert other contract provisions here.

Article 16 Enumeration of Contract Documents
A detailed enumeration of all Contract Documents must be made in this article. List additional documents in Section
16.1.7 that will form part of the Contract Documents.

EXECUTING THE AGREEMENT
The persons executing the Agreement 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.

5
Document A103
TM
– 2007
Standard Form of Agreement Between Owner and Contractor where the basis
of payment is the Cost of the Work Plus a Fee without a Guaranteed Maximum Price
Init.
/
AIA Document A103™ – 2007 (formerly A114™ – 2001). Copyright © 2001 and 2007 by The American Institute of Architects. All rights reserved.
WARNING: This AIA
®
Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA
®
Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the
law. Purchasers are permitted to reproduce ten (10) copies of this document when completed. To report copyright violations of AIA Contract Documents, e-mail
The American Institute of Architects’ legal counsel, copyright@aia.org.

1

This document has important legal
consequences. Consultation with
an attorney is encouraged with
respect to its completion or
modification.
This document is not intended for
use in competitive bidding.
AIA Document A201™–2007,
General Conditions of the
Contract for Construction, is
adopted in this document by
reference. Do not use with other
general conditions unless this
document is modified.

AGREEMENT made as of the day of
in the year
(In words, indicate day, month and year)

BETWEEN the Owner:
(Name, address and other information)









and the Contractor:
(Name, address and other information)








for the following Project:
(Name, location, and detailed description)








The Architect:
(Name, address and other information)










The Owner and Contractor agree as follows.
Init.
/
AIA Document A103™ – 2007 (formerly A114™ – 2001). Copyright © 2001 and 2007 by The American Institute of Architects. All rights reserved.
WARNING: This AIA
®
Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA
®
Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the
law. Purchasers are permitted to reproduce ten (10) copies of this document when completed. To report copyright violations of AIA Contract Documents, e-mail
The American Institute of Architects’ legal counsel, copyright@aia.org.

2

TABLE OF ARTICLES

1 THE CONTRACT DOCUMENTS

2 THE WORK OF THIS CONTRACT

3 RELATIONSHIP OF THE PARTIES

4 DATE OF COMMENCEMENT AND SUBSTANTIAL COMPLETION

5 CONTRACT SUM

6 CHANGES IN THE WORK

7 COSTS TO BE REIMBURSED

8 COSTS NOT TO BE REIMBURSED

9 DISCOUNTS, REBATES AND REFUNDS

10 SUBCONTRACTS AND OTHER AGREEMENTS

11 ACCOUNTING RECORDS

12 PAYMENTS

13 DISPUTE RESOLUTION

14 TERMINATION OR SUSPENSION

15 MISCELLANEOUS PROVISIONS

16 ENUMERATION OF CONTRACT DOCUMENTS

17 INSURANCE AND BONDS

ARTICLE 1 THE CONTRACT DOCUMENTS
The Contract Documents consist of this Agreement, Conditions of the Contract (General, Supplementary and other
Conditions), Drawings, Specifications, Addenda issued prior to the execution of this Agreement, other documents listed
in this Agreement, and Modifications issued after execution of this Agreement, all of which form the Contract and are
as fully a part of the Contract as if attached to this Agreement or repeated herein. The Contract represents the entire and
integrated agreement between the parties hereto and supersedes prior negotiations, representations or agreements, either
written or oral. If anything in the other Contract Documents, other than a Modification, is inconsistent with this
Agreement, this Agreement shall govern.

ARTICLE 2 THE WORK OF THIS CONTRACT
The Contractor shall execute the Work described in the Contract Documents, except as specifically indicated in the
Contract Documents to be the responsibility of others.

ARTICLE 3 RELATIONSHIP OF THE PARTIES
The Contractor accepts the relationship of trust and confidence established by this Agreement and covenants with the
Owner to cooperate with the Architect and exercise the Contractor’s skill and judgment in furthering the interests of the
Owner; to furnish efficient business administration and supervision; to furnish at all times an adequate supply of
workers and materials; and to perform the Work in an expeditious and economical manner consistent with the Owner’s
interests. The Owner agrees to furnish or approve, in a timely manner, information required by the Contractor and to
make payments to the Contractor in accordance with the requirements of the Contract Documents.

Init.
/
AIA Document A103™ – 2007 (formerly A114™ – 2001). Copyright © 2001 and 2007 by The American Institute of Architects. All rights reserved.
WARNING: This AIA
®
Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA
®
Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the
law. Purchasers are permitted to reproduce ten (10) copies of this document when completed. To report copyright violations of AIA Contract Documents, e-mail
The American Institute of Architects’ legal counsel, copyright@aia.org.

3

ARTICLE 4 DATE OF COMMENCEMENT AND SUBSTANTIAL COMPLETION
§ 4.1 The date of commencement of the Work shall be the date of this Agreement, unless a different date is stated below
or provision is made for the date to be fixed in a notice to proceed issued by the Owner.
(Insert the date of commencement if it differs from the date of this Agreement, or if applicable, state that the date will be
fixed in a notice to proceed.)




If, prior to commencement of the Work, the Owner requires time to file mortgages and other security interests, the
Owner’s time requirement shall be as follows:




§ 4.2 The Contract Time shall be measured from the date of commencement.

§ 4.3 The Contractor shall achieve Substantial Completion of the entire Work not later than
( ) days from the date of commencement or as follows:
(Insert the number of calendar days. Alternatively, a calendar date may be used when coordinated with the date of
commencement. If appropriate, insert requirements for earlier Substantial Completion of certain portions of the Work.)




, subject to adjustments of this Contract Time as provided in the Contract Documents.
(Insert provisions, if any, for liquidated damages relating to failure to achieve Substantial Completion on time or for
bonus payments for early completion of the Work.)




ARTICLE 5 CONTRACT SUM
§ 5.1 The Owner shall pay the Contractor the Contract Sum in current funds for the Contractor’s performance of the
Contract. The Contract Sum is the actual Cost of the Work as defined in Article 7 plus the Contractor’s Fee.

§ 5.1.1 The Contractor’s Fee:
(State a lump sum, percentage of Cost of the Work or other provision for determining the Contractor’s Fee.)







§ 5.1.2 The method of adjustment of the Contractor’s Fee for changes in the Work:






§ 5.1.3 Limitations, if any, on a Subcontractor’s overhead and profit for increases in the cost of its portion of the Work:





Init.
/
AIA Document A103™ – 2007 (formerly A114™ – 2001). Copyright © 2001 and 2007 by The American Institute of Architects. All rights reserved.
WARNING: This AIA
®
Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA
®
Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the
law. Purchasers are permitted to reproduce ten (10) copies of this document when completed. To report copyright violations of AIA Contract Documents, e-mail
The American Institute of Architects’ legal counsel, copyright@aia.org.

4

§ 5.1.4 Rental rates for Contractor-owned equipment shall not exceed percent ( %)
of the standard rate paid at the place of the Project.

§ 5.1.5 Unit prices, if any:
(Identify and state the unit price; state quantity limitations, if any, to which the unit price will be applicable.)

Item Units and Limitations Price Per Unit






§ 5.2 CONTROL ESTIMATE
§ 5.2.1 The Contractor shall prepare and submit to the Owner, in writing, a Control Estimate within 14 days of executing
this Agreement. The Control Estimate shall include the estimated Cost of the Work plus the Contractor’s Fee. The
Control Estimate shall be used to monitor actual costs and the timely performance of the Work. The Contractor shall
update the Control Estimate with each Application for Payment as needed to reflect changes in the Work.

§ 5.2.2 The Control Estimate shall include
.1 the documents enumerated in Article 16, including all Addenda thereto, and the Conditions of the
Contract;
.2 a list of the clarifications and assumptions made by the Contractor in the preparation of the Control
Estimate, including assumptions under Section 5.2.4, to supplement the information provided by the
Owner and contained in the Drawings and Specifications;
.3 a statement of the estimated Cost of the Work organized by trade categories or systems and the
Contractor’s Fee;
.4 a project schedule indicating proposed Subcontractors, activity sequences and durations, milestone dates
for receipt and approval of pertinent information, schedule of shop drawings and samples, procurement
and delivery of materials or equipment requiring long-lead time, and the Owner’s occupancy
requirements showing portions of the Project having occupancy priority; and
.5 contingencies for further development of design and construction as required by Section 5.2.4.

§ 5.2.3 The Contractor shall meet with the Owner and Architect to review the Control Estimate. In the event that the
Owner or Architect discovers any inconsistencies or inaccuracies in the information presented, they shall promptly
notify the Contractor, who shall make appropriate adjustments to the Control Estimate. When the Control Estimate is
acceptable to the Owner, the Owner shall acknowledge it in writing. The Owner’s acceptance of the Control Estimate
does not imply that the Control Estimate constitutes a Guaranteed Maximum Price.

§ 5.2.4 To the extent that the Drawings and Specifications are anticipated to require further development by the
Architect, the Contractor shall provide in the Control Estimate for such further development consistent with the
Contract Documents and reasonably inferable therefrom. Such further development does not include changes in scope,
systems, kinds and quality of materials, finishes or equipment, all of which, if required, shall be incorporated in a
revised Control Estimate by mutual agreement of the parties.

§ 5.2.5 The Contractor shall develop and implement a detailed system of cost control that will provide the Owner and
Architect with timely information as to the anticipated total Cost of the Work. The cost control system shall compare
the Control Estimate with the actual cost for activities in progress and estimates for uncompleted tasks and proposed
changes. This information shall be reported to the Owner, in writing, no later than the Contractor’s first Application for
Payment and shall be revised and submitted with each Application for Payment.

ARTICLE 6 CHANGES IN THE WORK
§ 6.1 The Owner may, without invalidating the Contract, order changes in the Work within the general scope of the
Contract consisting of additions, deletions or other revisions. The Owner shall issue such changes in writing. The
Architect may make minor changes in the Work as provided in Section 7.4 of AIA Document A201™–2007, General
Conditions of the Contract for Construction. The Contractor shall be entitled to an equitable adjustment in the Contract
Time as a result of changes in the Work. The Contractor shall incorporate all changes in the Work and Contract Time as
separate entries in the Control Estimate.

Init.
/
AIA Document A103™ – 2007 (formerly A114™ – 2001). Copyright © 2001 and 2007 by The American Institute of Architects. All rights reserved.
WARNING: This AIA
®
Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA
®
Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the
law. Purchasers are permitted to reproduce ten (10) copies of this document when completed. To report copyright violations of AIA Contract Documents, e-mail
The American Institute of Architects’ legal counsel, copyright@aia.org.

5

§ 6.2 Increased costs for the items set forth in Article 7 which result from changes in the Work shall become part of the
Cost of the Work, and the Contractor’s Fee shall be adjusted as provided in Article 5.

§ 6.3 If the Contractor receives any drawings, specifications, interpretations or instructions from the Owner or Architect
which are inconsistent with the Contract Documents, or encounters unanticipated conditions, any of which will result in
a significant change in the Cost of the Work or estimated date of Substantial Completion in comparison with the
Control Estimate, the Contractor shall promptly notify the Owner and Architect in writing and shall not proceed with
the affected Work until the Contractor receives further written instructions from the Owner and Architect.

§ 6.4 If no specific provision is made in Article 5 for adjustment of the Contractor’s Fee in the case of changes in the
Work, or if the extent of changes is such, in the aggregate, that application of the adjustment provisions of Article 5 will
cause substantial inequity to the Owner or Contractor, the Contractor’s Fee shall be equitably adjusted on the same basis
that was used to establish the Fee for the original Work.

ARTICLE 7 COSTS TO BE REIMBURSED
§ 7.1 COST OF THE WORK
§ 7.1.1 The term Cost of the Work shall mean costs necessarily incurred by the Contractor in the proper performance of
the Work. Such costs shall be at rates not higher than the standard paid at the place of the Project except with prior
consent of the Owner. The Cost of the Work shall include only the items set forth in this Article 7.

§ 7.1.2 Where any cost is subject to the Owner’s prior approval, the Contractor shall obtain this approval prior to
incurring the cost. The parties shall endeavor to identify any such costs prior to executing this Agreement.

§ 7.2 LABOR COSTS
§ 7.2.1 Wages of construction workers directly employed by the Contractor to perform the construction of the Work at
the site or, with the Owner’s prior approval, at off-site workshops.

§ 7.2.2 Wages or salaries of the Contractor’s supervisory and administrative personnel when stationed at the site with the
Owner’s prior approval.
(If it is intended that the wages or salaries of certain personnel stationed at the Contractor’s principal or other offices
shall be included in the Cost of the Work, identify in Article 15 the personnel to be included, whether for all or only
part of their time, and the rates at which their time will be charged to the Work.)

§ 7.2.3 Wages and salaries of the Contractor’s supervisory or administrative personnel engaged at factories, workshops
or on the road, in expediting the production or transportation of materials or equipment required for the Work, but only
for that portion of their time required for the Work.

§ 7.2.4 Costs paid or incurred by the Contractor for taxes, insurance, contributions, assessments and benefits required by
law or collective bargaining agreements and, for personnel not covered by such agreements, customary benefits such as
sick leave, medical and health benefits, holidays, vacations and pensions, provided such costs are based on wages and
salaries included in the Cost of the Work under Sections 7.2.1 through 7.2.3.

§ 7.2.5 Bonuses, profit sharing, incentive compensation and any discretionary payments paid to anyone hired by the
Contractor or paid to any Subcontractor or vendor, with the Owner’s prior approval.

§ 7.3 SUBCONTRACT COSTS
Payments made by the Contractor to Subcontractors in accordance with the requirements of the subcontracts.

§ 7.4 COSTS OF MATERIALS AND EQUIPMENT INCORPORATED IN THE COMPLETED CONSTRUCTION
§ 7.4.1 Costs including transportation and storage at the site of materials and equipment incorporated, or to be
incorporated, in the completed construction.

§ 7.4.2 Costs of materials described in the preceding Section 7.4.1 in excess of those actually installed to allow for
reasonable waste and spoilage. Unused excess materials, if any, shall become the Owner’s property at the completion of
the Work or, at the Owner’s option, shall be sold by the Contractor. Any amounts realized from such sales shall be
credited to the Owner as a deduction from the Cost of the Work.

Init.
/
AIA Document A103™ – 2007 (formerly A114™ – 2001). Copyright © 2001 and 2007 by The American Institute of Architects. All rights reserved.
WARNING: This AIA
®
Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA
®
Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the
law. Purchasers are permitted to reproduce ten (10) copies of this document when completed. To report copyright violations of AIA Contract Documents, e-mail
The American Institute of Architects’ legal counsel, copyright@aia.org.

6

§ 7.5 COSTS OF OTHER MATERIALS AND EQUIPMENT, TEMPORARY FACILITIES AND RELATED ITEMS
§ 7.5.1 Costs of transportation, storage, installation, maintenance, dismantling and removal of materials, supplies,
temporary facilities, machinery, equipment and hand tools not customarily owned by construction workers that are
provided by the Contractor at the site and fully consumed in the performance of the Work. Costs of materials, supplies,
temporary facilities, machinery, equipment and tools that are not fully consumed shall be based on the cost or value of
the item at the time it is first used on the Project site less the value of the item when it is no longer used at the Project
site. Costs for items not fully consumed by the Contractor shall mean fair market value.

§ 7.5.2 Rental charges for temporary facilities, machinery, equipment and hand tools not customarily owned by
construction workers that are provided by the Contractor at the site and costs of transportation, installation, minor
repairs, dismantling and removal. The total rental cost of any Contractor-owned item may not exceed the purchase price
of a comparable item. Rates of Contractor-owned equipment and quantities of equipment shall be subject to the
Owner’s prior approval.

§ 7.5.3 Costs of removal of debris from the site of the Work and its proper and legal disposal.

§ 7.5.4 Costs of document reproductions, facsimile transmissions and long-distance telephone calls, postage and parcel
delivery charges, telephone service at the site and reasonable petty cash expenses of the site office.

§ 7.5.5 Costs of materials and equipment stored off-site at a mutually acceptable location, with the Owner’s prior approval.

§ 7.6 MISCELLANEOUS COSTS
§ 7.6.1 Premiums for that portion of insurance and bonds required by the Contract Documents that can be directly
attributed to this Contract. Self-insurance for either full or partial amounts of the coverages required by the Contract
Documents, with the Owner’s prior approval.

§ 7.6.2 Sales, use or similar taxes imposed by a governmental authority that are related to the Work and for which the
Contractor is liable.

§ 7.6.3 Fees and assessments for the building permit and for other permits, licenses and inspections the Contractor is
required by the Contract Documents to pay.

§ 7.6.4 Fees of laboratories for tests required by the Contract Documents, except those related to defective or
nonconforming Work for which reimbursement is excluded by Section 13.5.3 of AIA Document A201–2007 or by other
provisions of the Contract Documents, and which do not fall within the scope of Section 7.7.3.

§ 7.6.5 Royalties and license fees paid for the use of a particular design, process or product required by the Contract
Documents; the cost of defending suits or claims for infringement of patent rights arising from such requirement of the
Contract Documents; and payments made in accordance with legal judgments against the Contractor resulting from such
suits or claims and payments of settlements made with the Owner’s consent. Such costs of legal defenses, judgments
and settlements shall not be included in the calculation of the Contractor’s Fee, however. If such royalties, fees and
costs are excluded by the last sentence of Section 3.17 of AIA Document A201–2007 or other provisions of the
Contract Documents, they shall not be included in the Cost of the Work.

§ 7.6.6 Costs for electronic equipment and software, directly related to the Work with the Owner’s prior approval.

§ 7.6.7 Deposits lost for causes other than the Contractor’s negligence or failure to fulfill a specific responsibility in the
Contract Documents.

§ 7.6.8 Legal, mediation and arbitration costs, including attorneys’ fees, other than those arising from disputes between
the Owner and Contractor, reasonably incurred by the Contractor after the execution of this Agreement in the
performance of the Work and with the Owner’s prior approval, which shall not be unreasonably withheld.

§ 7.6.9 Subject to the Owner’s prior approval, expenses incurred in accordance with the Contractor’s standard written
personnel policy for relocation and temporary living allowances of the Contractor’s personnel required for the Work.

§ 7.6.10 That portion of the reasonable expenses of the Contractor’s supervisory or administrative personnel incurred
while traveling in discharge of duties connected with the Work.

Init.
/
AIA Document A103™ – 2007 (formerly A114™ – 2001). Copyright © 2001 and 2007 by The American Institute of Architects. All rights reserved.
WARNING: This AIA
®
Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA
®
Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the
law. Purchasers are permitted to reproduce ten (10) copies of this document when completed. To report copyright violations of AIA Contract Documents, e-mail
The American Institute of Architects’ legal counsel, copyright@aia.org.

7

§ 7.7 OTHER COSTS AND EMERGENCIES
§ 7.7.1 Other costs incurred in the performance of the Work if, and to the extent, approved in advance in writing by the Owner.

§ 7.7.2 Costs incurred in taking action to prevent threatened damage, injury or loss in case of an emergency affecting the
safety of persons and property, as provided in Section 10.4 of AIA Document A201–2007.

§ 7.7.3 Costs of repairing or correcting damaged or nonconforming Work executed by the Contractor, Subcontractors or
suppliers, provided that such damaged or nonconforming Work was not caused by negligence or failure to fulfill a
specific responsibility of the Contractor and only to the extent that the cost of repair or correction is not recovered by
the Contractor from insurance, sureties, Subcontractors, suppliers, or others.

§ 7.8 RELATED PARTY TRANSACTIONS
§ 7.8.1 For purposes of Section 7.8, the term “related party” shall mean a parent, subsidiary, affiliate or other entity
having common ownership or management with the Contractor; any entity in which any stockholder in, or management
employee of, the Contractor owns any interest in excess of ten percent in the aggregate; or any person or entity which
has the right to control the business or affairs of the Contractor. The term “related party” includes any member of the
immediate family of any person identified above.

§ 7.8.2 If any of the costs to be reimbursed arise from a transaction between the Contractor and a related party, the
Contractor shall notify the Owner of the specific nature of the contemplated transaction, including the identity of the
related party and the anticipated cost to be incurred, before any such transaction is consummated or cost incurred. If the
Owner, after such notification, authorizes the proposed transaction, then the cost incurred shall be included as a cost to
be reimbursed, and the Contractor shall procure the Work, equipment, goods or service from the related party, as a
Subcontractor, according to the terms of Article 10. If the Owner fails to authorize the transaction, the Contractor shall
procure the Work, equipment, goods or service from some person or entity other than a related party according to the
terms of Article 10.

ARTICLE 8 COSTS NOT TO BE REIMBURSED
§ 8.1 The Cost of the Work shall not include the items listed below:
.1 Salaries and other compensation of the Contractor’s personnel stationed at the Contractor’s principal
office or offices other than the site office, except as specifically provided in Section 7.2, or as may be
provided in Article 15;
.2 Expenses of the Contractor’s principal office and offices other than the site office;
.3 Overhead and general expenses, except as may be expressly included in Article 7;
.4 The Contractor’s capital expenses, including interest on the Contractor’s capital employed for the Work;
.5 Except as provided in Section 7.7.3 of this Agreement, costs due to the negligence or failure of the
Contractor, Subcontractors and suppliers or anyone directly or indirectly employed by any of them or for
whose acts any of them may be liable to fulfill a specific responsibility of the Contract; and
.6 Any cost not specifically and expressly described in Article 7.

ARTICLE 9 DISCOUNTS, REBATES AND REFUNDS
§ 9.1 Cash discounts obtained on payments made by the Contractor shall accrue to the Owner if (1) before making the
payment, the Contractor included them in an Application for Payment and received payment from the Owner, or (2) the
Owner has deposited funds with the Contractor with which to make payments; otherwise, cash discounts shall accrue to
the Contractor. Trade discounts, rebates, refunds and amounts received from sales of surplus materials and equipment
shall accrue to the Owner, and the Contractor shall make provisions so that they can be obtained.

§ 9.2 Amounts that accrue to the Owner in accordance with the provisions of Section 9.1 shall be credited to the Owner
as a deduction from the Cost of the Work.

ARTICLE 10 SUBCONTRACTS AND OTHER AGREEMENTS
§ 10.1 Those portions of the Work that the Contractor does not customarily perform with the Contractor’s own personnel
shall be performed under subcontracts or by other appropriate agreements with the Contractor. The Owner may
designate specific persons from whom, or entities from which, the Contractor shall obtain bids. The Contractor shall
obtain bids from Subcontractors and from suppliers of materials or equipment fabricated especially for the Work and
shall deliver such bids to the Architect. The Owner shall then determine, with the advice of the Contractor and
Architect, which bids will be accepted. The Contractor shall not be required to contract with anyone to whom the
Contractor has reasonable objection.

Init.
/
AIA Document A103™ – 2007 (formerly A114™ – 2001). Copyright © 2001 and 2007 by The American Institute of Architects. All rights reserved.
WARNING: This AIA
®
Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA
®
Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the
law. Purchasers are permitted to reproduce ten (10) copies of this document when completed. To report copyright violations of AIA Contract Documents, e-mail
The American Institute of Architects’ legal counsel, copyright@aia.org.

8

§ 10.2 Subcontracts or other agreements shall conform to the applicable payment provisions of this Agreement and shall
not be awarded on the basis of cost plus a fee without the prior consent of the Owner. If the Subcontract is awarded on a
cost-plus a fee basis, the Contractor shall provide in the Subcontract for the Owner to receive the same audit rights with
regard to the Subcontractor as the Owner receives with regard to the Contractor in Article 11, below.

ARTICLE 11 ACCOUNTING RECORDS
The Contractor shall keep full and detailed records and accounts related to the cost of the Work and exercise such
controls as may be necessary for proper financial management under this Contract and to substantiate all costs incurred.
The accounting and control systems shall be satisfactory to the Owner. The Owner and the Owner’s auditors shall,
during regular business hours and upon reasonable notice, be afforded access to, and shall be permitted to audit and
copy, the Contractor’s records and accounts, including: complete documentation supporting accounting entries, books,
correspondence, instructions, drawings, receipts, subcontracts, Subcontractor’s proposals, purchase orders, vouchers,
memoranda and other data relating to this Contract. The Contractor shall preserve these records for a period of three
years after final payment, or for such longer period as may be required by law.

ARTICLE 12 PAYMENTS
§ 12.1 PROGRESS PAYMENTS
§ 12.1.1 Based upon Applications for Payment submitted to the Architect by the Contractor and Certificates for Payment
issued by the Architect, the Owner shall make progress payments on account of the Contract Sum to the Contractor as
provided below and elsewhere in the Contract Documents.

§ 12.1.2 The period covered by each Application for Payment shall be one calendar month ending on the last day of the
month, or as follows:



§ 12.1.3 Provided that an Application for Payment is received by the Architect not later than the
( ) day of a month, the Owner shall make payment of the certified amount to the Contractor not later than
the ( ) day of the ( ) month. If an Application
for Payment is received by the Architect after the application date fixed above, payment shall be made by the Owner not
later than ( ) days after the Architect receives the Application for Payment.
(Federal, state or local laws may require payment within a certain period of time.)

§ 12.1.4 With each Application for Payment, the Contractor shall submit the cost control information required in Section
5.2.5 along with payrolls, petty cash accounts, receipted invoices or invoices with check vouchers attached and any
other evidence required by the Owner or Architect to demonstrate that cash disbursements already made by the
Contractor on account of the Cost of the Work equal or exceed (1) progress payments already received by the
Contractor; less (2) that portion of those payments attributable to the Contractor’s Fee; plus (3) payrolls for the period
covered by the present Application for Payment.

§ 12.1.5 Applications for Payment shall show the Cost of the Work actually incurred by the Contractor through the end
of the period covered by the Application for Payment and for which the Contractor has made or intends to make actual
payment prior to the next Application for Payment.

§ 12.1.6 Subject to other provisions of the Contract Documents, the amount of each progress payment shall be computed
as follows:
.1 Take the Cost of the Work as described in Article 7;
.2 Add the Contractor’s Fee, less retainage of percent ( %). The
Contractor’s Fee shall be computed upon the Cost of the Work described in the preceding Section
12.1.6.1 at the rate stated in Section 5.1.1; or if the Contractor’s Fee is stated as a fixed sum in that
Section, an amount which bears the same ratio to that fixed-sum Fee as the Cost of the Work bears to a
reasonable estimate of the probable Cost of the Work upon its completion;
.3 Subtract retainage of percent ( %) from that portion of the Work that
the Contractor self-performs;
.4 Subtract the aggregate of previous payments made by the Owner;
.5 Subtract the shortfall, if any, indicated by the Contractor in the documentation required by Section 12.1.4
or resulting from errors subsequently discovered by the Owner’s auditors in such documentation; and
.6 Subtract amounts, if any, for which the Architect has withheld or withdrawn a Certificate for Payment as
provided in the Contract Documents.
Init.
/
AIA Document A103™ – 2007 (formerly A114™ – 2001). Copyright © 2001 and 2007 by The American Institute of Architects. All rights reserved.
WARNING: This AIA
®
Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA
®
Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the
law. Purchasers are permitted to reproduce ten (10) copies of this document when completed. To report copyright violations of AIA Contract Documents, e-mail
The American Institute of Architects’ legal counsel, copyright@aia.org.

9


§ 12.1.7 The Owner and Contractor shall agree upon (1) a mutually acceptable procedure for review and approval of
payments to Subcontractors and (2) the percentage of retainage held on Subcontracts, and the Contractor shall execute
subcontracts in accordance with those agreements.

§ 12.1.8 In taking action on the Contractor’s Applications for Payment, the Architect shall be entitled to rely on the
accuracy and completeness of the information furnished by the Contractor and shall not be deemed to represent that the
Architect has made a detailed examination, audit or arithmetic verification of the documentation submitted in
accordance with Section 12.1.4 or other supporting data; that the Architect has made exhaustive or continuous on-site
inspections; or that the Architect has made examinations to ascertain how or for what purposes the Contractor has used
amounts previously paid on account of the Contract. Such examinations, audits and verifications, if required by the
Owner, will be performed by the Owner’s auditors acting in the sole interest of the Owner.

§ 12.2 FINAL PAYMENT
§ 12.2.1 Final payment, constituting the entire unpaid balance of the Contract Sum, shall be made by the Owner to the
Contractor when
.1 the Contractor has fully performed the Contract except for the Contractor’s responsibility to correct
Work, as provided in Section 12.2.2 of AIA Document A201–2007, and to satisfy other requirements, if
any, which extend beyond final payment;
.2 the Contractor has submitted a final accounting for the Cost of the Work and a final Application for
Payment; and
.3 a final Certificate for Payment has been issued by the Architect.

§ 12.2.2 The Owner’s auditors will review and report in writing on the Contractor’s final accounting within 30 days after
delivery of the final accounting to the Architect by the Contractor. Based upon such Cost of the Work as the Owner’s
auditors report to be substantiated by the Contractor’s final accounting, and provided the other conditions of Section 12.2.1
have been met, the Architect will, within seven days after receipt of written report of the Owner’s auditors, either issue to
the Owner a final Certificate for Payment with a copy to the Contractor or notify the Contractor and Owner in writing of
the Architect’s reasons for withholding a certificate as provided in Section 9.5.1 of AIA Document A201–2007. The time
periods stated in this Section 12.2.2 supersede those stated in Section 9.4.1 of AIA Document A201–2007. The Architect is
not responsible for verifying the accuracy of the Contractor’s final accounting.

§ 12.2.3 If the Owner’s auditors report the Cost of the Work as substantiated by the Contractor’s final accounting to be
less than claimed by the Contractor, the Contractor shall be entitled to request mediation of the disputed amount without
seeking an initial decision pursuant to Section 15.2 of A201–2007. A request for mediation shall be made by the
Contractor within 30 days after the Contractor’s receipt of a copy of the Architect’s final Certificate for Payment.
Failure to request mediation within this 30-day period shall result in the substantiated amount reported by the Owner’s
auditors becoming binding on the Contractor. Pending a final resolution of the disputed amount, the Owner shall pay the
Contractor the amount certified in the Architect’s final Certificate for Payment.

§ 12.2.4 The Owner’s final payment to the Contractor shall be made no later than 30 days after the issuance of the
Architect’s final Certificate for Payment, or as follows:









§ 12.2.5 If, subsequent to final payment and at the Owner’s request, the Contractor incurs costs described in Article 7
and not excluded by Article 8 to correct defective or nonconforming Work, the Owner shall reimburse the Contractor
such costs and the Contractor’s Fee applicable thereto on the same basis as if such costs had been incurred prior to final
payment.

Init.
/
AIA Document A103™ – 2007 (formerly A114™ – 2001). Copyright © 2001 and 2007 by The American Institute of Architects. All rights reserved.
WARNING: This AIA
®
Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA
®
Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the
law. Purchasers are permitted to reproduce ten (10) copies of this document when completed. To report copyright violations of AIA Contract Documents, e-mail
The American Institute of Architects’ legal counsel, copyright@aia.org.

10

ARTICLE 13 DISPUTE RESOLUTION
§ 13.1 INITIAL DECISION MAKER
The Architect will serve as Initial Decision Maker pursuant to Section 15.2 of AIA Document A201–2007 unless the
parties appoint below another individual, not a party to the Agreement, to serve as Initial Decision Maker.
(If the parties mutually agree, insert the name, address and other contact information of the Initial Decision Maker, if
other than the Architect.)






§ 13.2 BINDING DISPUTE RESOLUTION
For any Claim subject to, but not resolved by, mediation pursuant to Section 15.3 of AIA Document A201–2007, the
method of binding dispute resolution shall be as follows:
(Check the appropriate box. If the Owner and Contractor do not select a method of binding dispute resolution below, or
do not subsequently agree in writing to a binding dispute resolution method other than litigation, Claims will be
resolved by litigation in a court of competent jurisdiction.)

Arbitration pursuant to Section 15.4 of AIA Document A201–2007

Litigation in a court of competent jurisdiction

Other (Specify)




ARTICLE 14 TERMINATION OR SUSPENSION
§ 14.1 Subject to the provisions of Section 14.2 below, the Contract may be terminated by the Owner or the Contractor
as provided in Article 14 of AIA Document A201–2007.

§ 14.2 The Contract may be terminated by the Owner for cause or for convenience as provided in Article 14 of AIA
Document A201–2007; however, the Owner shall then only pay the Contractor an amount calculated as follows:
.1 Take the Cost of the Work incurred by the Contractor to the date of termination;
.2 Add the Contractor’s Fee computed upon the Cost of the Work to the date of termination at the rate stated
in Section 5.1.1 or, if the Contractor’s Fee is stated as a fixed sum in that Section, an amount that bears
the same ratio to that fixed-sum Fee as the Cost of the Work at the time of termination bears to a
reasonable estimate of the probable Cost of the Work upon its completion; and
.3 Subtract the aggregate of previous payments made by the Owner.

§ 14.3 The Owner shall also pay the Contractor fair compensation, either by purchase or rental at the election of the
Owner, for any equipment owned by the Contractor that the Owner elects to retain and that is not otherwise included in
the Cost of the Work under Section 14.2.1. To the extent that the Owner elects to take legal assignment of subcontracts
and purchase orders (including rental agreements), the Contractor shall, as a condition of receiving the payments
referred to in this Article 14, execute and deliver all such papers and take all such steps, including the legal assignment
of such subcontracts and other contractual rights of the Contractor, as the Owner may require for the purpose of fully
vesting in the Owner the rights and benefits of the Contractor under such subcontracts or purchase orders.

§ 14.4 The Work may be suspended by the Owner as provided in Article 14 of AIA Document A201–2007; in such case,
the Contract Sum and Contract Time shall be increased as provided in Section 14.3.2 of AIA Document A201–2007,
except that the term “profit” shall be understood to mean the Contractor’s Fee as described in Sections 5.1.1 and 6.4 of
this Agreement.

ARTICLE 15 MISCELLANEOUS PROVISIONS
§ 15.1 Where reference is made in this Agreement to a provision of AIA Document A201–2007 or another Contract
Document, the reference refers to that provision as amended or supplemented by other provisions of the Contract
Documents.
Init.
/
AIA Document A103™ – 2007 (formerly A114™ – 2001). Copyright © 2001 and 2007 by The American Institute of Architects. All rights reserved.
WARNING: This AIA
®
Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA
®
Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the
law. Purchasers are permitted to reproduce ten (10) copies of this document when completed. To report copyright violations of AIA Contract Documents, e-mail
The American Institute of Architects’ legal counsel, copyright@aia.org.

11


§ 15.2 Payments due and unpaid under the Contract shall bear interest from the date payment is due at the rate stated
below, or in the absence thereof, at the legal rate prevailing from time to time at the place where the Project is located.
(Insert rate of interest agreed upon, if any)




§ 15.3 The Owner’s representative:
(Name, address and other information)






§ 15.4 The Contractor’s representative:
(Name, address and other information)






§ 15.5 Neither the Owner’s nor the Contractor’s representative shall be changed without ten days’ written notice to the
other party.

§ 15.7 Other provisions:






ARTICLE 16 ENUMERATION OF CONTRACT DOCUMENTS
§ 16.1 The Contract Documents are enumerated in the sections below.

§ 16.1.1 The Agreement is this executed AIA Document A103–2007, Standard Form of Agreement Between Owner and
Contractor.

§ 16.1.2 The General Conditions are AIA Document A201–2007, General Conditions of the Contract for Construction.

§ 16.1.3 The Supplementary and other Conditions of the Contract:

Document Title Date Pages





§ 16.1.4 The Specifications:
(Either list here or refer to an exhibit attached to this Agreement)

Section Title Date Pages





Init.
/
AIA Document A103™ – 2007 (formerly A114™ – 2001). Copyright © 2001 and 2007 by The American Institute of Architects. All rights reserved.
WARNING: This AIA
®
Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA
®
Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the
law. Purchasers are permitted to reproduce ten (10) copies of this document when completed. To report copyright violations of AIA Contract Documents, e-mail
The American Institute of Architects’ legal counsel, copyright@aia.org.

12

§ 16.1.5 The Drawings:
(Either list here or refer to an exhibit attached to this Agreement)

Number Title Date





§ 16.1.6 The Addenda, if any:

Number Date Pages





Portions of Addenda relating to bidding requirements are not part of the Contract Documents unless the bidding
requirements are also enumerated in this Article 16.

§ 16.1.7 Additional documents, if any, forming part of the Contract Documents:
.1 AIA Document E201™–2007, Digital Data Protocol Exhibit, if completed by the parties, or the
following:



.2 Other documents, if any, listed below:
(List here any additional documents that are intended to form part of the Contract Documents. AIA Document
A201–2007 provides that bidding requirements such as advertisement or invitation to bid, Instructions to Bidders,
sample forms and the Contractor’s bid are not part of the Contract Documents unless enumerated in this Agreement.
They should be listed here only if intended to be part of the Contract Documents.)





ARTICLE 17 INSURANCE AND BONDS
The Contractor shall purchase and maintain insurance and provide bonds as set forth in Article 11 of AIA Document
A201–2007.
(State bonding requirements, if any, and limits of liability for insurance required in Article 11 of A201–2007.)








This Agreement entered into as of the day and year first written above.
OWNER CONTRACTOR

(Signature) (Signature)

(Printed name and title) (Printed name and title)
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.
Document A105
TM
– 2007 Instructions
Standard Form of Agreement Between Owner and Contractor for a Residential or
Small Commercial Project
AIA Document A105™ – 2007 (formerly A105™ – 1993 and A205™ – 1993). Copyright © 1993 and 2007 by The American Institute of Architects. All rights
reserved. WARNING: This AIA
®
Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of
this AIA
®
Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible
under the law. Purchasers are permitted to reproduce ten (10) copies of this document when completed. To report copyright violations of AIA Contract
Documents, e-mail The American Institute of Architects’ legal counsel, copyright@aia.org.



GENERAL INFORMATION
Purpose
AIA Document A105–2007 replaces A105™–1993 and A205™–1993. The combined new Agreement is intended to be
used for a residential or small commercial project that is modest in size and brief in duration, and where payment to the
Contractor is based on a stipulated sum (fixed price). For larger and more complex projects, other AIA agreements are
more suitable, such as A107™–2007, Agreement Between Owner and Contractor for a Project of Limited Scope. For
even larger or more complex projects, Owner/Contractor agreements A101™–2007, A102™–2007, or A103™–2007
combined with A201™–2007, General Conditions of the Contract for Construction, are appropriate.

Related Documents
A105–2007 and AIA Document B105™–2007, Standard Form of Agreement Between Owner and Architect 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. A105 is specifically adopted by separate reference into the B105 as described
below.

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 17. 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
www.adr.org.

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.

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 the
Work on the basis of 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 document, users should consult the AIA, an AIA component chapter or a current AIA
Documents List to determine the current edition of each 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.

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 A105–
2007, but only for use in connection with a particular project. The AIA will not permit reproduction outside of the
1
AIA Document A105™ – 2007 (formerly A105™ – 1993 and A205™ – 1993). Copyright © 1993 and 2007 by The American Institute of Architects. All rights
reserved. WARNING: This AIA
®
Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of
this AIA
®
Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible
under the law. Purchasers are permitted to reproduce ten (10) copies of this document when completed. To report copyright violations of AIA Contract
Documents, e-mail The American Institute of Architects’ legal counsel, copyright@aia.org.



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, e-mail the American Institute of Architects’ legal counsel,
copyright@aia.org.

CHANGES FROM THE PREVIOUS EDITION
AIA Document A105–2007 combines the 1993 versions of former A105 and A205 into one single document and
incorporates alterations proposed by architects, contractors, owners, and consultants. Revisions were made to align
A105–2007 with the procedures established in AIA Document A201–2007, streamlining those procedures appropriately
for the smaller, less complex project. The following are some of the significant changes made to the contents from
A105–1993 and A205–1993.

Title: The title of this document has been changed to be more specific about its potential uses.

Article 2: A definition of “Contract Time” has been added.

Article 3: Unit prices, allowances, and alternates may now be included in the Contract Sum.

Article 5: The Owner’s insurance coverage requirements are now more explicit and text is added to protect the
Contractor in the event of a loss to the Work covered under the policy.

Article 8: A construction schedule requirement is added to assist the parties in monitoring the progress of the Work.

Article 10: Provision is now made for the contractor to be paid for a change in the Work when the Owner and
Contractor can’t reach agreement on the price.

Article 12: Language is added to Section 12.2, Application for Payment, permitting payment for stored materials on or
off site. In Section 12.5.2 the Architect is now required to inspect the Work to determine whether it is substantially
complete.

Article 16: Section 16.3 is added to permit the Owner to terminate the agreement for its convenience.

Signature Page: An additional signature line is added to accommodate joint property owners.

USING A105–2007
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.

2
AIA Document A105™ – 2007 (formerly A105™ – 1993 and A205™ – 1993). Copyright © 1993 and 2007 by The American Institute of Architects. All rights
reserved. WARNING: This AIA
®
Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of
this AIA
®
Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible
under the law. Purchasers are permitted to reproduce ten (10) copies of this document when completed. To report copyright violations of AIA Contract
Documents, e-mail The American Institute of Architects’ legal counsel, copyright@aia.org.



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.

Parties: Parties to this Agreement should be identified using the full address and 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, 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. Other information may be added, such as telephone numbers and electronic addresses.

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, and (3) a brief description of the Project, including the proposed building usage,
size, and capacity or scope of the project.

Article 1 Contract Documents
List Contract Documents, including Drawings and Specifications by title, number and date, as well as addenda or
Supplementary Conditions, if any.

Article 3 Contract Sum
§ 3.1 Insert a fixed figure as the Contract Sum. If the Contract Sum is not to be a fixed price (also known as a stipulated
sum), significant additional modifications may be necessary to adapt the Agreement to other methods of compensation,
such as those involving a cost of the Work plus a fee provided to the Contractor.

§ 3.2 Insert the schedule of values whereby the Contract Sum is allocated among the various portions of the Work.

§ 3.3 Insert Unit Price(s) and quantity limitations, if any.

§ 3.4 Insert Allowances, if any, to be included in the Contract Sum.

§ 3.5 Identify accepted alternates, if any.

Article 4 Payment
§ 4.1 Insert payment procedures for monthly payment, or for payment upon completion of phases of the work, including
provisions for retainage, if any. Allow sufficient time for the Architect’s and Owner’s review between the dates when
the Contractor’s Application for Payment is to be submitted to the Architect and when payment is due.

§ 4.2 Insert the interest rate applicable to overdue payments or leave blank to permit the legal rate to apply.

Article 5 Insurance
§ 5.1 Insert specific insurance requirements for the types of insurance and dollar limits of coverage that the Contractor
is required to carry for the project. These may include workers’ compensation and general liability coverage.

Article 17 Other Terms and Conditions
Insert other terms and conditions or make reference to attachment(s) that contain them.

3
AIA Document A105™ – 2007 (formerly A105™ – 1993 and A205™ – 1993). Copyright © 1993 and 2007 by The American Institute of Architects. All rights
reserved. WARNING: This AIA
®
Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of
this AIA
®
Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible
under the law. Purchasers are permitted to reproduce ten (10) copies of this document when completed. To report copyright violations of AIA Contract
Documents, e-mail The American Institute of Architects’ legal counsel, copyright@aia.org.



EXECUTING A105–2007
Persons executing the Agreement 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 an individual to act on behalf of the firm or entity should be attached. All joint owners on legal
record should sign this Agreement. The Contractor’s license number should be inserted if licensing is required in the
jurisdiction where the project is located.

4
Document A105
TM
– 2007
Standard Form of Agreement Between Owner and Contractor for a Residential or
Small Commercial Project

Init.
/

AIA Document A105™ – 2007 (formerly A105™ – 1993 and A205™ – 1993). Copyright © 1993 and 2007 by The American Institute of Architects. All
rights reserved. WARNING: This AIA
®
Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or
distribution of this AIA
®
Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum
extent possible under the law. Purchasers are permitted to reproduce ten (10) copies of this document when completed. To report copyright violations of
AIA Contract Documents, e-mail The American Institute of Architects’ legal counsel, copyright@aia.org.

1

AGREEMENT made as of the day of
in the year
(In words, indicate day, month and year)

BETWEEN the Owner:
(Name, address and other information)









and the Contractor:
(Name, address and other information)








for the following Project:
(Name, location and detailed description)











The Architect:
(Name, address and other information)








The Owner and Contractor agree as follows.
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.

Init.
/

AIA Document A105™ – 2007 (formerly A105™ – 1993 and A205™ – 1993). Copyright © 1993 and 2007 by The American Institute of Architects. All
rights reserved. WARNING: This AIA
®
Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or
distribution of this AIA
®
Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum
extent possible under the law. Purchasers are permitted to reproduce ten (10) copies of this document when completed. To report copyright violations of
AIA Contract Documents, e-mail The American Institute of Architects’ legal counsel, copyright@aia.org.

2

TABLE OF ARTICLES

1 THE CONTRACT DOCUMENTS

2 DATE OF COMMENCEMENT AND SUBSTANTIAL COMPLETION DATE

3 CONTRACT SUM

4 PAYMENT

5 INSURANCE

6 GENERAL PROVISIONS

7 OWNER

8 CONTRACTOR

9 ARCHITECT

10 CHANGES IN THE WORK

11 TIME

12 PAYMENTS AND COMPLETION

13 PROTECTION OF PERSONS AND PROPERTY

14 CORRECTION OF WORK

15 MISCELLANEOUS PROVISIONS

16 TERMINATION OF THE CONTRACT

17 OTHER TERMS AND CONDITIONS

ARTICLE 1 THE CONTRACT DOCUMENTS
§ 1.1 The Contractor shall complete the Work described in the Contract Documents for the Project. The Contract
Documents consist of
.1 this Agreement signed by the Owner and Contractor;

.2 the drawings and specifications prepared by the Architect, dated , and
enumerated as follows:

Drawings:




Specifications:




.3 addenda prepared by the Architect as follows:




Init.
/

AIA Document A105™ – 2007 (formerly A105™ – 1993 and A205™ – 1993). Copyright © 1993 and 2007 by The American Institute of Architects. All
rights reserved. WARNING: This AIA
®
Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or
distribution of this AIA
®
Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum
extent possible under the law. Purchasers are permitted to reproduce ten (10) copies of this document when completed. To report copyright violations of
AIA Contract Documents, e-mail The American Institute of Architects’ legal counsel, copyright@aia.org.

3

.4 written orders for changes in the Work issued after execution of this Agreement; and

.5 other documents, if any, identified as follows:




ARTICLE 2 DATE OF COMMENCEMENT AND SUBSTANTIAL COMPLETION
The number of calendar days available to the Contractor to substantially complete the Work is the Contract Time. The
date of commencement of the Work shall be the date of this Agreement unless otherwise indicated below. The
Contractor shall substantially complete the Work, no later than ( ) calendar days
from the date of commencement, subject to adjustment as provided in Article 10 and Article 11.
(Insert the date of commencement, if it differs from the date of this Agreement.)



ARTICLE 3 CONTRACT SUM
§ 3.1 Subject to additions and deductions in accordance with Article 10, the Contract Sum is:



§ 3.2 For purposes of payment, the Contract Sum includes the following values related to portions of the Work:
(Itemize the Contract Sum among the major portions of the Work.)

Portion of Work Value





§ 3.3 Unit prices, if any, are as follows:
(Identify and state the unit price; state the quantity limitations, if any, to which the unit price will be applicable.)

Item Units and Limitations Price per Unit





§ 3.4 Allowances included in the Contract Sum, if any, are as follows:
(Identify allowance and state exclusions, if any, from the allowance price.)

Item Price





§ 3.5 The Contract Sum is based upon the following alternates, if any, which are described in the Contract Documents
and hereby accepted by the Owner:
(State the numbers or other identification of accepted alternates. If the bidding or proposal documents permit the
Owner to accept other alternates subsequent to the execution of this Agreement, attach a schedule of such other
alternates showing the amount for each and the date when that amount expires.)






Init.
/

AIA Document A105™ – 2007 (formerly A105™ – 1993 and A205™ – 1993). Copyright © 1993 and 2007 by The American Institute of Architects. All
rights reserved. WARNING: This AIA
®
Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or
distribution of this AIA
®
Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum
extent possible under the law. Purchasers are permitted to reproduce ten (10) copies of this document when completed. To report copyright violations of
AIA Contract Documents, e-mail The American Institute of Architects’ legal counsel, copyright@aia.org.

4

§ 3.6 The Contract Sum shall include all items and services necessary for the proper execution and completion of the
Work.

ARTICLE 4 PAYMENT
§ 4.1 Based on Contractor’s Applications for Payment certified by the Architect, the Owner shall pay the Contractor, in
accordance with Article 12, as follows:
(Insert below timing for payments and provisions for withholding retainage, if any.)








§ 4.2 Payments due and unpaid under the Contract Documents shall bear interest from the date payment is due at the rate
below, or in the absence thereof, at the legal rate prevailing at the place of the Project.








ARTICLE 5 INSURANCE
§ 5.1 The Contractor shall provide Contractor’s general liability and other insurance as follows:
(Insert specific insurance requirements and limits.)








§ 5.2 The Owner shall provide property insurance to cover the value of the Owner’s property, including any Work
provided under this Agreement. The Contractor is entitled to receive an increase in the Contract Sum equal to the
insurance proceeds related to a loss for damage to the Work covered by the Owner’s property insurance.

§ 5.3 The Contractor shall obtain an endorsement to its general liability insurance policy to cover the Contractor’s
obligations under Section 8.12.

§ 5.4 Each party shall provide certificates of insurance showing their respective coverages prior to commencement of the
Work.

§ 5.5 Unless specifically precluded by the Owner’s property insurance policy, the Owner and Contractor waive all rights
against (1) each other and any of their subcontractors, suppliers, agents and employees, each of the other; and (2) the
Architect, Architect’s consultants and any of their agents and employees, for damages caused by fire or other causes of
loss to the extent covered by property insurance or other insurance applicable to the Work.

ARTICLE 6 GENERAL PROVISIONS
§ 6.1 THE CONTRACT
The Contract represents the entire and integrated agreement between the parties and supersedes prior negotiations,
representations or agreements, either written or oral. The Contract may be amended or modified only by a written
modification in accordance with Article 10.

Init.
/

AIA Document A105™ – 2007 (formerly A105™ – 1993 and A205™ – 1993). Copyright © 1993 and 2007 by The American Institute of Architects. All
rights reserved. WARNING: This AIA
®
Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or
distribution of this AIA
®
Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum
extent possible under the law. Purchasers are permitted to reproduce ten (10) copies of this document when completed. To report copyright violations of
AIA Contract Documents, e-mail The American Institute of Architects’ legal counsel, copyright@aia.org.

5


§ 6.2 THE WORK
The term “Work” means the construction and services required by the Contract Documents, and includes all other labor,
materials, equipment and services provided, or to be provided, by the Contractor to fulfill the Contractor’s obligations.

§ 6.3 INTENT
The intent of the Contract Documents is to include all items necessary for the proper execution and completion of the
Work by the Contractor. The Contract Documents are complementary, and what is required by one shall be as binding
as if required by all.

§ 6.4 OWNERSHIP AND USE OF ARCHITECT’S DRAWINGS, SPECIFICATIONS AND OTHER DOCUMENTS
Documents prepared by the Architect are instruments of the Architect’s service for use solely with respect to this
Project. The Architect shall retain all common law, statutory and other reserved rights, including the copyright. The
Contractor, subcontractors, sub-subcontractors, and material or equipment suppliers are authorized to use and reproduce
the instruments of service solely and exclusively for execution of the Work. The instruments of service may not be used
for other Projects or for additions to this Project outside the scope of the Work without the specific written consent of
the Architect.

ARTICLE 7 OWNER
§ 7.1 INFORMATION AND SERVICES REQUIRED OF THE OWNER
§ 7.1.1 If requested by the Contractor, the Owner shall furnish all necessary surveys and a legal description of the site.

§ 7.1.2 Except for permits and fees that are the responsibility of the Contractor under the Contract Documents, the
Owner shall obtain and pay for other necessary approvals, easements, assessments and charges.

§ 7.2 OWNER’S RIGHT TO STOP THE WORK
If the Contractor fails to correct Work which is not in accordance with the Contract Documents, the Owner may direct
the Contractor in writing to stop the Work until the correction is made.

§ 7.3 OWNER’S RIGHT TO CARRY OUT THE WORK
If the Contractor defaults or neglects to carry out the Work in accordance with the Contract Documents and fails within
a seven day period after receipt of written notice from the Owner to commence and continue correction of such default
or neglect with diligence and promptness, the Owner may, without prejudice to other remedies, correct such
deficiencies. In such case, the Contract Sum shall be adjusted to deduct the cost of correction from payments due the
Contractor.

§ 7.4 OWNER’S RIGHT TO PERFORM CONSTRUCTION AND TO AWARD SEPARATE CONTRACTS
§ 7.4.1 The Owner reserves the right to perform construction or operations related to the Project with the Owner’s own
forces, and to award separate contracts in connection with other portions of the Project.

§ 7.4.2 The Contractor shall coordinate and cooperate with the Owner’s own forces and separate contractors employed
by the Owner.

§ 7.4.3 Costs caused by delays or by improperly timed activities or defective construction shall be borne by the party
responsible therefor.

ARTICLE 8 CONTRACTOR
§ 8.1 REVIEW OF CONTRACT DOCUMENTS AND FIELD CONDITIONS BY CONTRACTOR
§ 8.1.1 Execution of the Contract by the Contractor is a representation that the Contractor has visited the site, become
familiar with local conditions under which the Work is to be performed and correlated personal observations with
requirements of the Contract Documents.

§ 8.1.2 The Contractor shall carefully study and compare the Contract Documents with each other and with information
furnished by the Owner. Before commencing activities, the Contractor shall (1) take field measurements and verify field
conditions; (2) carefully compare this and other information known to the Contractor with the Contract Documents; and
(3) promptly report errors, inconsistencies or omissions discovered to the Architect.


Init.
/

AIA Document A105™ – 2007 (formerly A105™ – 1993 and A205™ – 1993). Copyright © 1993 and 2007 by The American Institute of Architects. All
rights reserved. WARNING: This AIA
®
Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or
distribution of this AIA
®
Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum
extent possible under the law. Purchasers are permitted to reproduce ten (10) copies of this document when completed. To report copyright violations of
AIA Contract Documents, e-mail The American Institute of Architects’ legal counsel, copyright@aia.org.

6

§ 8.2 CONTRACTOR’S CONSTRUCTION SCHEDULE
The Contractor, promptly after being awarded the Contract, shall prepare and submit for the Owner’s and Architect’s
information a Contractor’s construction schedule for the Work.

§ 8.3 SUPERVISION AND CONSTRUCTION PROCEDURES
§ 8.3.1 The Contractor shall supervise and direct the Work, using the Contractor’s best skill and attention. The
Contractor shall be solely responsible for and have control over construction means, methods, techniques, sequences
and procedures, and for coordinating all portions of the Work.

§ 8.3.2 The Contractor, as soon as practicable after award of the Contract, shall furnish in writing to the Owner through
the Architect the names of subcontractors or suppliers for each portion of the Work. The Contractor shall not contract
with any subcontractor or supplier to whom the Owner or Architect have made a timely and reasonable objection.

§ 8.4 LABOR AND MATERIALS
§ 8.4.1 Unless otherwise provided in the Contract Documents, the Contractor shall provide and pay for labor, materials,
equipment, tools, utilities, transportation, and other facilities and services necessary for proper execution and
completion of the Work.

§ 8.4.2 The Contractor shall enforce strict discipline and good order among the Contractor’s employees and other
persons carrying out the Contract Work. The Contractor shall not permit employment of unfit persons or persons not
skilled in tasks assigned to them.

§ 8.5 WARRANTY
The Contractor warrants to the Owner and Architect that: (1) materials and equipment furnished under the Contract will
be new and of good quality unless otherwise required or permitted by the Contract Documents; (2) the Work will be
free from defects not inherent in the quality required or permitted; and (3) the Work will conform to the requirements of
the Contract Documents.

§ 8.6 TAXES
The Contractor shall pay sales, consumer, use and similar taxes that are legally required when the Contract is executed.

§ 8.7 PERMITS, FEES AND NOTICES
§ 8.7.1 The Contractor shall obtain and pay for the building permit and other permits and governmental fees, licenses
and inspections necessary for proper execution and completion of the Work.

§ 8.7.2 The Contractor shall comply with and give notices required by agencies having jurisdiction over the Work. If the
Contractor performs Work knowing it to be contrary to applicable laws, statutes, ordinances, codes, rules and
regulations, or lawful orders of public authorities, the Contractor shall assume full responsibility for such Work and
shall bear the attributable costs. The Contractor shall promptly notify the Architect in writing of any known
inconsistencies in the Contract Documents with such governmental laws, rules and regulations.

§ 8.8 SUBMITTALS
The Contractor shall promptly review, approve in writing and submit to the Architect Shop Drawings, Product Data,
Samples and similar submittals required by the Contract Documents. Shop Drawings, Product Data, Samples and
similar submittals are not Contract Documents.

§ 8.9 USE OF SITE
The Contractor shall confine operations at the site to areas permitted by law, ordinances, permits, the Contract
Documents and the Owner.

§ 8.10 CUTTING AND PATCHING
The Contractor shall be responsible for cutting, fitting or patching required to complete the Work or to make its parts fit
together properly.

§ 8.11 CLEANING UP
The Contractor shall keep the premises and surrounding area free from accumulation of debris and trash related to the
Work. At the completion of the Work, the Contractor shall remove its tools, construction equipment, machinery and
surplus material; and shall properly dispose of waste materials.

Init.
/

AIA Document A105™ – 2007 (formerly A105™ – 1993 and A205™ – 1993). Copyright © 1993 and 2007 by The American Institute of Architects. All
rights reserved. WARNING: This AIA
®
Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or
distribution of this AIA
®
Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum
extent possible under the law. Purchasers are permitted to reproduce ten (10) copies of this document when completed. To report copyright violations of
AIA Contract Documents, e-mail The American Institute of Architects’ legal counsel, copyright@aia.org.

7


§ 8.12 INDEMNIFICATION
To the fullest extent permitted by law, the Contractor shall indemnify and hold harmless the Owner, Architect,
Architect’s consultants and agents and employees of any of them from and against claims, damages, losses and
expenses, including but not limited to attorneys’ fees, arising out of or resulting from performance of the Work,
provided that such claim, damage, loss or expense is attributable to bodily injury, sickness, disease or death, or to injury
to or destruction of tangible property (other than the Work itself), but only to the extent caused by the negligent acts or
omissions of the Contractor, a subcontractor, anyone directly or indirectly employed by them or anyone for whose acts
they may be liable, regardless of whether or not such claim, damage, loss or expense is caused in part by a party
indemnified hereunder.

ARTICLE 9 ARCHITECT
§ 9.1 The Architect will provide administration of the Contract as described in the Contract Documents. The Architect
will have authority to act on behalf of the Owner only to the extent provided in the Contract Documents.

§ 9.2 The Architect will visit the site at intervals appropriate to the stage of construction to become generally familiar
with the progress and quality of the Work.

§ 9.3 The Architect will not have control over or charge of, and will not be responsible for, construction means,
methods, techniques, sequences or procedures, or for safety precautions and programs in connection with the Work,
since these are solely the Contractor’s responsibility. The Architect will not be responsible for the Contractor’s failure
to carry out the Work in accordance with the Contract Documents.

§ 9.4 Based on the Architect’s observations and evaluations of the Contractor’s Applications for Payment, the Architect
will review and certify the amounts due the Contractor.

§ 9.5 The Architect has authority to reject Work that does not conform to the Contract Documents.

§ 9.6 The Architect will promptly review and approve or take appropriate action upon Contractor’s submittals, but only
for the limited purpose of checking for conformance with information given and the design concept expressed in the
Contract Documents.

§ 9.7 The Architect will promptly interpret and decide matters concerning performance under, and requirements of, the
Contract Documents on written request from either the Owner or Contractor.

§ 9.8 Interpretations and decisions of the Architect will be consistent with the intent of and reasonably inferable from the
Contract Documents and will be in writing or in the form of drawings. When making such interpretations and decisions,
the Architect will endeavor to secure faithful performance by both Owner and Contractor, will not show partiality to
either and will not be liable for results of interpretations or decisions rendered in good faith.

§ 9.9 The Architect’s duties, responsibilities and limits of authority as described in the Contract Documents shall not be
changed without written consent of the Owner, Contractor and Architect. Consent shall not be unreasonably withheld.

ARTICLE 10 CHANGES IN THE WORK
§ 10.1 The Owner, without invalidating the Contract, may order changes in the Work within the general scope of the
Contract consisting of additions, deletions or other revisions, the Contract Sum and Contract Time being adjusted
accordingly in writing. If the Owner and Contractor can not agree to a change in the Contract Sum, the Owner shall pay
the Contractor its actual cost plus reasonable overhead and profit.

§ 10.2 The Architect will have authority to order minor changes in the Work not involving changes in the Contract Sum
or the Contract Time and not inconsistent with the intent of the Contract Documents. Such orders shall be in writing and
shall be binding on the Owner and Contractor. The Contractor shall carry out such orders promptly.

§ 10.3 If concealed or unknown physical conditions are encountered at the site that differ materially from those indicated
in the Contract Documents or from those conditions ordinarily found to exist, the Contract Sum and Contract Time shall
be subject to equitable adjustment.


Init.
/

AIA Document A105™ – 2007 (formerly A105™ – 1993 and A205™ – 1993). Copyright © 1993 and 2007 by The American Institute of Architects. All
rights reserved. WARNING: This AIA
®
Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or
distribution of this AIA
®
Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum
extent possible under the law. Purchasers are permitted to reproduce ten (10) copies of this document when completed. To report copyright violations of
AIA Contract Documents, e-mail The American Institute of Architects’ legal counsel, copyright@aia.org.

8

ARTICLE 11 TIME
§ 11.1 Time limits stated in the Contract Documents are of the essence of the Contract.

§ 11.2 If the Contractor is delayed at any time in progress of the Work by changes ordered in the Work, or by labor
disputes, fire, unusual delay in deliveries, unavoidable casualties or other causes beyond the Contractor’s control, the
Contract Time shall be subject to equitable adjustment.

ARTICLE 12 PAYMENTS AND COMPLETION
§ 12.1 CONTRACT SUM
The Contract Sum stated in the Agreement, including authorized adjustments, is the total amount payable by the Owner
to the Contractor for performance of the Work under the Contract Documents.

§ 12.2 APPLICATIONS FOR PAYMENT
§ 12.2.1 At least ten days before the date established for each progress payment, the Contractor shall submit to the
Architect an itemized Application for Payment for Work completed in accordance with the values stated in the
Agreement. Such Application shall be supported by data substantiating the Contractor’s right to payment as the Owner
or Architect may reasonably require. Payments shall be made on account of materials and equipment delivered and
suitably stored at the site for subsequent incorporation in the Work. If approved in advance by the Owner, payment may
similarly be made for materials and equipment stored, and protected from damage, off the site at a location agreed upon
in writing.

§ 12.2.2 The Contractor warrants that title to all Work covered by an Application for Payment will pass to the Owner no
later than the time of payment. The Contractor further warrants that upon submittal of an Application for Payment, all
Work for which Certificates for Payment have been previously issued and payments received from the Owner shall, to
the best of the Contractor’s knowledge, information and belief, be free and clear of liens, claims, security interests or
other encumbrances adverse to the Owner’s interests.

§ 12.3 CERTIFICATES FOR PAYMENT
The Architect will, within seven days after receipt of the Contractor’s Application for Payment, either issue to the
Owner a Certificate for Payment, with a copy to the Contractor, for such amount as the Architect determines is properly
due, or notify the Contractor and Owner in writing of the Architect’s reasons for withholding certification in whole or in
part.

§ 12.4 PROGRESS PAYMENTS
§ 12.4.1 After the Architect has issued a Certificate for Payment, the Owner shall make payment in the manner provided
in the Contract Documents.

§ 12.4.2 The Contractor shall promptly pay each subcontractor and supplier, upon receipt of payment from the Owner,
an amount determined in accordance with the terms of the applicable subcontracts and purchase orders.

§ 12.4.3 Neither the Owner nor the Architect shall have responsibility for payments to a subcontractor or supplier.

§ 12.4.4 A Certificate for Payment, a progress payment, or partial or entire use or occupancy of the Project by the Owner
shall not constitute acceptance of Work not in accordance with the requirements of the Contract Documents.

§ 12.5 SUBSTANTIAL COMPLETION
§ 12.5.1 Substantial Completion is the stage in the progress of the Work when the Work or designated portion thereof is
sufficiently complete in accordance with the Contract Documents so the Owner can occupy or utilize the Work for its
intended use.

§ 12.5.2 When the Work or designated portion thereof is substantially complete, the Architect will make an inspection to
determine whether the Work is substantially complete. When the Architect determines that the Work is substantially
complete the Architect shall prepare a Certificate of Substantial Completion that shall establish the date of Substantial
Completion, shall establish the responsibilities of the Owner and Contractor, and shall fix the time within which the
Contractor shall finish all items on the list accompanying the Certificate. Warranties required by the Contract
Documents shall commence on the date of Substantial Completion of the Work or designated portion thereof unless
otherwise provided in the Certificate of Substantial Completion.


Init.
/

AIA Document A105™ – 2007 (formerly A105™ – 1993 and A205™ – 1993). Copyright © 1993 and 2007 by The American Institute of Architects. All
rights reserved. WARNING: This AIA
®
Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or
distribution of this AIA
®
Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum
extent possible under the law. Purchasers are permitted to reproduce ten (10) copies of this document when completed. To report copyright violations of
AIA Contract Documents, e-mail The American Institute of Architects’ legal counsel, copyright@aia.org.

9

§ 12.6 FINAL COMPLETION AND FINAL PAYMENT
§ 12.6.1 Upon receipt of a final Application for Payment, the Architect will inspect the Work. When the Architect finds
the Work acceptable and the Contract fully performed, the Architect will promptly issue a final Certificate for Payment.

§ 12.6.2 Final payment shall not become due until the Contractor submits to the Architect releases and waivers of liens,
and data establishing payment or satisfaction of obligations, such as receipts, claims, security interests or encumbrances
arising out of the Contract.

§ 12.6.3 Acceptance of final payment by the Contractor, a subcontractor or material supplier shall constitute a waiver of
claims by that payee except those previously made in writing and identified by that payee as unsettled at the time of
final Application for Payment.

ARTICLE 13 PROTECTION OF PERSONS AND PROPERTY
The Contractor shall be responsible for initiating, maintaining and supervising all safety precautions and programs,
including all those required by law in connection with performance of the Contract. The Contractor shall take
reasonable precautions to prevent damage, injury or loss to employees on the Work, the Work and materials and
equipment to be incorporated therein, and other property at the site or adjacent thereto. The Contractor shall promptly
remedy damage and loss to property caused in whole or in part by the Contractor, or by anyone for whose acts the
Contractor may be liable.

ARTICLE 14 CORRECTION OF WORK
§ 14.1 The Contractor shall promptly correct Work rejected by the Architect as failing to conform to the requirements of
the Contract Documents. The Contractor shall bear the cost of correcting such rejected Work, including the costs of
uncovering, replacement and additional testing.

§ 14.2 In addition to the Contractor’s other obligations including warranties under the Contract, the Contractor shall, for
a period of one year after Substantial Completion, correct work not conforming to the requirements of the Contract
Documents.

§ 14.3 If the Contractor fails to correct nonconforming Work within a reasonable time, the Owner may correct it in
accordance with Section 7.3.

ARTICLE 15 MISCELLANEOUS PROVISIONS
§ 15.1 ASSIGNMENT OF CONTRACT
Neither party to the Contract shall assign the Contract as a whole without written consent of the other.

§ 15.2 TESTS AND INSPECTIONS
§ 15.2.1 At the appropriate times, the Contractor shall arrange and bear cost of tests, inspections and approvals of
portions of the Work required by the Contract Documents or by laws, statutes, ordinances, codes, rules and regulations,
or lawful orders of public authorities.

§ 15.2.2 If the Architect requires additional testing, the Contractor shall perform those tests.

§ 15.2.3 The Owner shall bear cost of tests, inspections or approvals that do not become requirements until after the
Contract is executed.

§ 15.3 GOVERNING LAW
The Contract shall be governed by the law of the place where the Project is located.

ARTICLE 16 TERMINATION OF THE CONTRACT
§ 16.1 TERMINATION BY THE CONTRACTOR
If the Architect fails to certify payment as provided in Section 12.3 for a period of 30 days through no fault of the
Contractor, or if the Owner fails to make payment as provided in Section 12.4.1 for a period of 30 days, the Contractor
may, upon seven additional days’ written notice to the Owner and Architect, terminate the Contract and recover from
the Owner payment for Work executed including reasonable overhead and profit, and costs incurred by reason of such
termination.


Init.
/

AIA Document A105™ – 2007 (formerly A105™ – 1993 and A205™ – 1993). Copyright © 1993 and 2007 by The American Institute of Architects. All
rights reserved. WARNING: This AIA
®
Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or
distribution of this AIA
®
Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum
extent possible under the law. Purchasers are permitted to reproduce ten (10) copies of this document when completed. To report copyright violations of
AIA Contract Documents, e-mail The American Institute of Architects’ legal counsel, copyright@aia.org.

10

§ 16.2 TERMINATION BY THE OWNER FOR CAUSE
§ 16.2.1 The Owner may terminate the Contract if the Contractor
.1 repeatedly refuses or fails to supply enough properly skilled workers or proper materials;
.2 fails to make payment to subcontractors for materials or labor in accordance with the respective
agreements between the Contractor and the subcontractors;
.3 persistently disregards laws, ordinances, or rules, regulations or orders of a public authority having
jurisdiction; or
.4 is otherwise guilty of substantial breach of a provision of the Contract Documents.

§ 16.2.2 When any of the above reasons exist, the Owner, after consultation with the Architect, may without prejudice to
any other rights or remedies of the Owner and after giving the Contractor and the Contractor’s surety, if any, seven
days’ written notice, terminate employment of the Contractor and may
.1 take possession of the site and of all materials thereon owned by the Contractor, and
.2 finish the Work by whatever reasonable method the Owner may deem expedient.

§ 16.2.3 When the Owner terminates the Contract for one of the reasons stated in Section 16.2.1, the Contractor shall not
be entitled to receive further payment until the Work is finished.

§ 16.2.4 If the unpaid balance of the Contract Sum exceeds costs of finishing the Work, such excess shall be paid to the
Contractor. If such costs exceed the unpaid balance, the Contractor shall pay the difference to the Owner. This
obligation for payment shall survive termination of the Contract.

§ 16.3 TERMINATION BY THE OWNER FOR CONVENIENCE
The Owner may, at any time, terminate the Contract for the Owner’s convenience and without cause. The Contractor
shall be entitled to receive payment for Work executed, and costs incurred by reason of such termination, along with
reasonable overhead and profit on the Work not executed.

ARTICLE 17 OTHER TERMS AND CONDITIONS
(Insert any other terms or conditions below.)







Init.
/

AIA Document A105™ – 2007 (formerly A105™ – 1993 and A205™ – 1993). Copyright © 1993 and 2007 by The American Institute of Architects. All
rights reserved. WARNING: This AIA
®
Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or
distribution of this AIA
®
Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum
extent possible under the law. Purchasers are permitted to reproduce ten (10) copies of this document when completed. To report copyright violations of
AIA Contract Documents, e-mail The American Institute of Architects’ legal counsel, copyright@aia.org.

11

This Agreement entered into as of the day and year first written above.
(If required by law, insert cancellation period, disclosures or other warning statements above the signatures.)

OWNER CONTRACTOR
_____________________________________________ _____________________________________________
(Signature) (Signature)

_____________________________________________ _____________________________________________
(Printed name, title and address) (Printed name, title and address)

_____________________________________________ _____________________________________________


_____________________________________________ _____________________________________________


_____________________________________________ LICENSE NO. _______________________________
(Signature)

_____________________________________________ JURISDICTION______________________________
(Printed name, title and address)

_____________________________________________


_____________________________________________



































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.
Document A107
TM
– 2007 Instructions
Standard Form of Agreement Between Owner and Contractor for a Project
of Limited Scope

AIA Document A107™ – 2007. Copyright © 1936, 1951, 1958, 1961, 1963, 1966, 1970, 1974, 1978, 1987, 1997 and 2007 by The American Institute of
Architects. All rights reserved. WARNING: This AIA
®
Document is protected by U.S. Copyright Law and International Treaties. Unauthorized
reproduction or distribution of this AIA
®
Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to
the maximum extent possible under the law. Purchasers are permitted to reproduce ten (10) copies of this document when completed. To report copyright
violations of AIA Contract Documents, e-mail The American Institute of Architects’ legal counsel, copyright@aia.org.

GENERAL INFORMATION
Purpose. AIA Document A107–2007, establishes the agreement between an Owner and Contractor for construction
projects of a limited scope. A107–2007 is a stand-alone agreement because it contains its own internal general
conditions and does not require the addition of a separate general conditions document. This agreement was formerly
written for use only where the basis of payment is a stipulated sum. In 2007, the AIA revised the agreement to
accommodate two additional payment methods: cost of the work plus a fee, with or without a guaranteed maximum
price. The Owner and Contractor are asked to select the payment method in the agreement using a check box. If either
of the two cost-plus payment methods is selected, then the parties will complete, and incorporate into the agreement,
Exhibit A, which provides the detail for the Cost of the Work.

For more complex projects, parties should consider using one of the following other owner-contractor agreements:
AIA Documents A101™–2007, A102™–2007 or A103™–2007. These agreements are written for a stipulated sum,
cost of the work with a guaranteed maximum price, and cost of the work without a guaranteed maximum price,
respectively. Each of them incorporates by reference A201™–2007, General Conditions of the Contract for
Construction.

For single family residential projects, or smaller and less complex commercial projects, parties may wish to consider
A105™–2007, Agreement Between Owner and Contractor for a Residential or Small Commercial Project.

Related Documents. B104™–2007 Standard Form of Agreement Between Owner and Architect for a Project of
Limited Scope coordinates with A107–2007 and incorporates it by reference. If another owner-architect agreement is
paired with A107–2007, the architect’s duties set forth in A107–2007 may require revision.

A107–2007 is used as one part of the Contract Documents that record the Contract for Construction between the
Owner and Contractor. The other Contract Documents are: 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 MASTERSPEC and AIA
Document A503™–2007, Guide for Supplementary Conditions.

If AIA Document A107–2007 is to be used on a project with AIA Document A401™–2007, Agreement Between
Contractor and Subcontractor, appropriate modifications should be made with the assistance of legal and insurance
counsel. Such modifications will be needed because A401–2007incorporates by reference AIA Document A201–
2007, General Conditions of the Contract for Construction, while A107–2007 contains its own general conditions.

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 and 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, call the American Arbitration Association at (800) 778–7879,
or visit their Web site at www.adr.org.

Why Use AIA Contract Documents. AIA contract documents are the product of a consensus-building process aimed
at balancing the interests of all parties on the construction project. The documents reflect actual industry practices, not
theory. They are state-of-the-art legal documents, regularly revised to keep up with changes in law and the industry—
yet they are written, as far as possible, in everyday language. Finally, AIA contract documents are flexible: they are
1
AIA Document A107™ – 2007. Copyright © 1936, 1951, 1958, 1961, 1963, 1966, 1970, 1974, 1978, 1987 and 1997 and 2007 by The American Institute of
Architects. All rights reserved. WARNING: This AIA
®
Document is protected by U.S. Copyright Law and International Treaties. Unauthorized
reproduction or distribution of this AIA
®
Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to
the maximum extent possible under the law. Purchasers are permitted to reproduce ten (10) copies of this document when completed. To report copyright
violations of AIA Contract Documents, e-mail The American Institute of Architects’ legal counsel, copyright@aia.org.

intended to be modified to fit individual projects, but in such a way that modifications are easily distinguished from
the original, printed language.

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 among documents.

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 the Work 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.

Standard Forms. Most AIA documents published since 1906 have contained in their titles the words “Standard
Form.” The term “standard” is not meant to imply that a uniform set of contractual requirements is mandatory for AIA
members or others in the construction industry. Rather, the AIA standard documents are intended to be used as fair
and balanced baselines from which the parties can negotiate their bargains. As such, the documents have won general
acceptance within the construction industry and have been uniformly interpreted by the courts. Within an industry
spanning 50 states—each free to adopt different, and perhaps contradictory, laws affecting that industry—AIA
documents form the basis for a generally consistent body of construction law.

Use of Current Documents. Prior to using any AIA Contract Document, users should consult www.aia.org 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
A107–2007, 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, e-mail The American Institute of Architects’ legal
counsel, copyright@aia.org.

CHANGES FROM THE PREVIOUS EDITION
A107–2007 revises the 1997 edition of A107 to parallel 2007 revisions made in the following AIA Documents:
A101–2007, Standard Form of Agreement Between Owner and Contractor where the Basis of Payment is a Stipulated
Sum, A102–2007, Standard Form of Agreement Between Owner and Contractor where the Basis of Payment is the
Cost of the Work Plus a Fee with a Guaranteed Maximum Price, A103–2007, Standard Form of Agreement Between
Owner and Contractor where the Basis of Payment is the Cost of the Work Plus a Fee without a Guaranteed
Maximum Price, and AIA Document A201–2007, General Conditions of the Contract for Construction. It incorporates
alterations proposed by architects, contractors, owners and professional consultants. Some of the significant
differences in content between this edition and the 1997 edition of A107 are listed below.

Title: The title of this document is revised for brevity and to focus on its use for projects that do not rise to the level of
complexity that would require a more detailed agreement paired with A201–2007, General Conditions of the Contract
for Construction.

Format: A table of articles is added and sections are re-ordered to correspond to the sequence of sections in other
AIA owner-contractor agreements, and in A201–2007. Exhibit A supplements the base agreement by providing
2
AIA Document A107™ – 2007. Copyright © 1936, 1951, 1958, 1961, 1963, 1966, 1970, 1974, 1978, 1987 and 1997 and 2007 by The American Institute of
Architects. All rights reserved. WARNING: This AIA
®
Document is protected by U.S. Copyright Law and International Treaties. Unauthorized
reproduction or distribution of this AIA
®
Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to
the maximum extent possible under the law. Purchasers are permitted to reproduce ten (10) copies of this document when completed. To report copyright
violations of AIA Contract Documents, e-mail The American Institute of Architects’ legal counsel, copyright@aia.org.

additional information related to the Cost of the Work. Exhibit A is required only if the parties choose one of the cost-
plus payment methods.

Article 3: A checkbox is added where the parties may select the Contract Sum and the associated method of payment.
The Stipulated Sum now makes provision for allowance prices; the new Cost of the Work with a Guaranteed
Maximum Price may include “unit prices,” “allowances,” and “alternates.”

Article 4: Section 4.1.4 now includes a fill point where the parties may indicate whether retainage will be withheld,
and if so, under what terms.

Article 5: As in A107™–1997, an initial decision is a condition precedent to mediation, and mediation is a condition
precedent to any binding form of dispute resolution. However, arbitration is not mandatory under A107–2007 so the
parties must select the binding method of dispute resolution from three choices: arbitration, litigation or another
method that the parties must identify. New Section 5.1 provides a checkbox for selecting, or stating, the method of
binding dispute resolution to be followed for any dispute not settled through mediation.

Article 9: Section 9.7 adds an Allowances section which explains which costs may be included in them. Section 9.8,
adds a new requirement for the Contractor to submit a construction schedule.

Article 13: Section 13.2 adds provisions for the Contractor to obtain interim payments in the event the Owner and
Architect issue a Construction Change Directive.

Article 14: New provisions are added to address payment procedures that are unique to stipulated sum and guaranteed
maximum price contracts.

Article 15: New Section 15.4.2 requires the Contractor to prepare a “punch” list prior to Substantial Completion. New
text in Section 15.4.3 requires the Architect to conduct an inspection for the purposes of determining Substantial
Completion.

Article 17: The insurance provisions now require the Contractor to obtain general liability insurance for completed
operations and to include the Owner and Architect as addition insured during the Contractor’s operations, and the
Owner as an additional insured during completed operations. These changes reflect industry practices. New Section
17.4 permits the Owner to require performance and payment bonds, and to stipulate their requirements in bidding
documents.

Article 20: This article now permits the Owner to terminate the Contract for its convenience, and sets forth the
Owner’s financial duties to the Contractor in that event.

Article 21: This is a new article that consolidates claims and disputes procedures. Section 21.5 allows for
consolidation of arbitrations and joinder of parties in arbitrations, if the parties have selected arbitration as the method
of binding dispute resolution.

USING A107–2007
Notices
Prospective bidders should be informed of any additional provisions which may be included in A107–2007, such as
liquidated damages or payment for stored materials, by an appropriate notice in the Bidding Documents and the
Supplementary Conditions.

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.
3
AIA Document A107™ – 2007. Copyright © 1936, 1951, 1958, 1961, 1963, 1966, 1970, 1974, 1978, 1987 and 1997 and 2007 by The American Institute of
Architects. All rights reserved. WARNING: This AIA
®
Document is protected by U.S. Copyright Law and International Treaties. Unauthorized
reproduction or distribution of this AIA
®
Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to
the maximum extent possible under the law. Purchasers are permitted to reproduce ten (10) copies of this document when completed. To report copyright
violations of AIA Contract Documents, e-mail The American Institute of Architects’ legal counsel, copyright@aia.org.


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 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. It will be the date from which the Contract Time is measured unless a different date is
inserted under Section 2.1.

Parties: Parties to the Agreement should be identified using the full address and 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. Other information may be added, such as telephone numbers and electronic
addresses.

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; and (3) a brief description of the Project, including the proposed building usage,
size, and capacity or scope of the Project.

Architect: The Architect’s full legal or corporate title should be used.

Article 2 Date of Commencement and Substantial Completion
The following items should be included as appropriate:

§ 2.1 The date of commencement of the Work should be inserted if it is different from the date of the Agreement. It
should not be earlier than the date of execution (signing) of the Agreement. After the first sentence, enter either the
specific date of commencement of the Work, or if a notice to proceed is to be used, enter the sentence, “The date of
commencement shall be stipulated by the notice to proceed.” When time of performance is to be strictly enforced, the
statement of starting time should be carefully weighed.

§ 2.3 The time within which Substantial Completion of the Work is to be achieved may be expressed as a number of
days (preferably calendar days) or as a specified date. If a specified date is used and the date of commencement is to
be given in a notice to proceed, these dates must be carefully coordinated to allow sufficient time for completion of
the Work.

Any requirements for earlier Substantial Completion of portions of the Work should be entered here if not specified
elsewhere in the Contract Documents.

Optionally, insert any provisions for liquidated damages relating to failure to complete on time, or for bonus payments
for early completion. Liquidated damages are not a penalty to be inflicted on the Contractor, but must bear an actual
and reasonably estimable relationship to the Owner’s loss if construction is not completed on time. There is little or no
legal precedent to support the proposition of linking a bonus with a penalty. If liquidated damages are to be assessed
because delayed construction will result in actual loss to the Owner, the amount of damages due for each day lost
4
AIA Document A107™ – 2007. Copyright © 1936, 1951, 1958, 1961, 1963, 1966, 1970, 1974, 1978, 1987 and 1997 and 2007 by The American Institute of
Architects. All rights reserved. WARNING: This AIA
®
Document is protected by U.S. Copyright Law and International Treaties. Unauthorized
reproduction or distribution of this AIA
®
Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to
the maximum extent possible under the law. Purchasers are permitted to reproduce ten (10) copies of this document when completed. To report copyright
violations of AIA Contract Documents, e-mail The American Institute of Architects’ legal counsel, copyright@aia.org.

should be entered in the Supplementary Conditions or the Agreement. Factors such as confidentiality or the need to
inform subcontractors about the amount of liquidated damages will help determine the placement of such language.
If a provision for liquidated damages is included, it should be carefully drafted by the Owner’s attorney. Such a
provision may be based on the following sample language:

“The Contractor and the Contractor’s surety, if any, shall be liable for and shall pay the Owner the sums hereinafter
stipulated as liquidated damages for each calendar day of delay until the Work is substantially complete: ________
Dollars ($ ______).”

For further information on liquidated damages, penalties and bonus provisions, see AIA Document A503™–2007,
Guide for Supplementary Conditions, at www.aia.org.

Article 3 Contract Sum
§ 3.1 Check the box next to the method used for determining the Contractor Sum (lump sum, percentage of Cost of the
Work with a Guaranteed Maximum Price, or percentage of Cost of the Work without a Guaranteed Maximum Price).
Based upon the selection, complete either Section 3.2, or 3.3, or 3.4.

§ 3.2 Enter the Contract Sum payable to the Contractor if using a Stipulated Sum.

§ 3.2.1 If using a Stipulated Sum, identify any alternates described in the Contract Documents and accepted by the
Owner. If decisions on alternates are to be made subsequent to execution of A107–2007, attach a schedule showing
the amount of each alternate and the date it expires.

§ 3.2.2 Identify unit prices, and state quantity limitations, if any, to which the unit price will be applicable.

§ 3.2.3 Identify and state the amounts of any allowances.

§ 3.3.2 Enter the method used for determining the Contractor’s Fee (lump sum, percentage of Cost of the Work or
other method) and explain how the Contractor’s Fee will be adjusted for changes in the Work.

§ 3.4.2 Enter the method used for determining the Contractor’s Fee (lump sum, percentage of Cost of the Work or
other method) and explain how the Contractor’s Fee will be adjusted for changes in the Work.

§ 3.4.3.1 Insert a Guaranteed Maximum Price for the Cost of the Work and the Contractor’s Fee. Insert specific
provisions if the Contractor is to participate in any savings when the final Contract Sum is below the Guaranteed
Maximum Price.

§ 3.4.3.2 Identify any alternates described in the Contract Documents and accepted by the Owner. If decisions on
alternates are to be made subsequent to execution of A107–2007, attach a schedule showing the amount of each
alternate and the date it expires.

§ 3.4.3.3 Identify unit prices and state quantity limitations, if any, to which the unit price will be applicable.

§ 3.4.3.4 Identify and state the amounts of any allowances.

Article 4 Payments
§ 4.1.2 Insert the time period covered by each Application for Payment if it differs from the one given.

§ 4.1.3 Insert the time schedule for presenting Applications for Payment, and indicate due dates for making progress
payments.

The last day upon which Work may be included in an Application should normally be no less than 14 days prior to the
payment date, in consideration of the seven days required for the Architect’s evaluation of an Application and
issuance of a Certificate for Payment and the time subsequently accorded the Owner to make payment. The Contractor
may prefer a few additional days to prepare the Application.

Due dates for payment should be acceptable to both the Owner and Contractor. They should allow sufficient time for
the Contractor to prepare an Application for Payment, for the Architect to certify payment, and for the Owner to make
payment.
5
AIA Document A107™ – 2007. Copyright © 1936, 1951, 1958, 1961, 1963, 1966, 1970, 1974, 1978, 1987 and 1997 and 2007 by The American Institute of
Architects. All rights reserved. WARNING: This AIA
®
Document is protected by U.S. Copyright Law and International Treaties. Unauthorized
reproduction or distribution of this AIA
®
Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to
the maximum extent possible under the law. Purchasers are permitted to reproduce ten (10) copies of this document when completed. To report copyright
violations of AIA Contract Documents, e-mail The American Institute of Architects’ legal counsel, copyright@aia.org.


§ 4.1.4 Indicate the percent of retainage, if any, to be withheld when computing the amount of each progress payment.

The Owner frequently pays the Contractor the bulk of the earned sum when payments fall due, retaining a percentage
to ensure faithful performance. These percentages may vary with circumstances and localities. The AIA endorses the
practice of reducing retainage as rapidly as possible, consistent with the continued protection of all affected parties.
See AIA Document A503–2007, Guide for Supplementary Conditions, for a complete discussion.

§ 4.1.5 Enter any agreed-upon interest rate for overdue payments.

§ 4.2.2 Insert the date by which Owner shall make final payment, if it differs from the one stated.

Article 5 Dispute Resolution
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 6 Enumeration of Contract Documents
A detailed enumeration of all Contract Documents must be made in this article.

Exhibit A Determination of the Cost of the Work
Exhibit A provides the definition for the Cost of the Work and a detailed listing of the costs to be reimbursed and
those costs not to be reimbursed. If the Contract Sum is a Stipulated Sum, in accordance with Section 3.2 of the
Agreement, Exhibit A is not applicable.

EXECUTING THE AGREEMENT
The persons executing the Agreement 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.

6
Document A107
TM
– 2007
Standard Form of Agreement Between Owner and Contractor for a Project
of Limited Scope

Init.
/

AIA Document A107™ – 2007. Copyright © 1936, 1951, 1958, 1961, 1963, 1966, 1970, 1974, 1978, 1987, 1997 and 2007 by The American Institute of
Architects. WARNING: This AIA
®
Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or
distribution of this AIA
®
Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum
extent possible under the law. Purchasers are permitted to reproduce ten (10) copies of this document when completed. To report copyright violations of
AIA Contract Documents, e-mail The American Institute of Architects’ legal counsel, copyright@aia.org.

1

AGREEMENT made as of the day of
in the year
(In words, indicate day, month and year)

BETWEEN the Owner:
(Name, address and other information)









and the Contractor:
(Name, address and other information)









for the following Project:
(Name, location and detailed description)









The Architect:
(Name, address and other information)









The Owner and Contractor agree as follows.
This document has important legal
consequences. Consultation with
an attorney is encouraged with
respect to its completion or
modification.

Init.
/

AIA Document A107™ – 2007. Copyright © 1936, 1951, 1958, 1961, 1963, 1966, 1970, 1974, 1978, 1987, 1997 and 2007 by The American Institute of
Architects. WARNING: This AIA
®
Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or
distribution of this AIA
®
Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum
extent possible under the law. Purchasers are permitted to reproduce ten (10) copies of this document when completed. To report copyright violations of
AIA Contract Documents, e-mail The American Institute of Architects’ legal counsel, copyright@aia.org.

2

TABLE OF ARTICLES

1 THE WORK OF THIS CONTRACT

2 DATE OF COMMENCEMENT AND SUBSTANTIAL COMPLETION

3 CONTRACT SUM

4 PAYMENT

5 DISPUTE RESOLUTION

6 ENUMERATION OF CONTRACT DOCUMENTS

7 GENERAL PROVISIONS

8 OWNER

9 CONTRACTOR

10 ARCHITECT

11 SUBCONTRACTORS

12 CONSTRUCTION BY OWNER OR BY SEPARATE CONTRACTORS

13 CHANGES IN THE WORK

14 TIME

15 PAYMENTS AND COMPLETION

16 PROTECTION OF PERSONS AND PROPERTY

17 INSURANCE & BONDS

18 CORRECTION OF WORK

19 MISCELLANEOUS PROVISIONS

20 TERMINATION OF THE CONTRACT

21 CLAIMS AND DISPUTES

ARTICLE 1 THE WORK OF THIS CONTRACT
The Contractor shall execute the Work described in the Contract Documents, except as specifically indicated in the
Contract Documents to be the responsibility of others.

ARTICLE 2 DATE OF COMMENCEMENT AND SUBSTANTIAL COMPLETION
§ 2.1 The date of commencement of the Work shall be the date of this Agreement unless a different date is stated below
or provision is made for the date to be fixed in a notice to proceed issued by the Owner.
(Insert the date of commencement, if it differs from the date of this Agreement or, if applicable, state that the date will
be fixed in a notice to proceed.)



§ 2.2 The Contract Time shall be measured from the date of commencement.


Init.
/

AIA Document A107™ – 2007. Copyright © 1936, 1951, 1958, 1961, 1963, 1966, 1970, 1974, 1978, 1987, 1997 and 2007 by The American Institute of
Architects. WARNING: This AIA
®
Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or
distribution of this AIA
®
Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum
extent possible under the law. Purchasers are permitted to reproduce ten (10) copies of this document when completed. To report copyright violations of
AIA Contract Documents, e-mail The American Institute of Architects’ legal counsel, copyright@aia.org.

3

§ 2.3 The Contractor shall achieve Substantial Completion of the entire Work not later than
( ) days from the date of commencement, or as follows:
(Insert number of calendar days. Alternatively, a calendar date may be used when coordinated with the date of
commencement. If appropriate, insert requirements for earlier Substantial Completion of certain portions of the Work.)






, subject to adjustments of this Contract Time as provided in the Contract Documents.
(Insert provisions, if any, for liquidated damages relating to failure to achieve Substantial Completion on time or for
bonus payments for early completion of the Work.)






ARTICLE 3 CONTRACT SUM
§ 3.1 The Owner shall pay the Contractor the Contract Sum in current funds for the Contractor’s performance of the
Contract. The Contract Sum shall be one of the following:
(Check the appropriate box.)

Stipulated Sum, in accordance with Section 3.2 below

Cost of the Work plus the Contractor’s Fee, in accordance with Section 3.3 below

Cost of the Work plus the Contractor’s Fee with a Guaranteed Maximum Price, in accordance with
Section 3.4 below

(Based on the selection above, complete Section 3.2, 3.3 or 3.4 below.)

§ 3.2 The Stipulated Sum shall be Dollars
($ ), subject to additions and deletions as provided in the Contract Documents.

§ 3.2.1 The Stipulated Sum is based upon the following alternates, if any, which are described in the Contract
Documents and are hereby accepted by the Owner:
(State the numbers or other identification of accepted alternates. If the bidding or proposal documents permit the
Owner to accept other alternates subsequent to the execution of this Agreement, attach a schedule of such other
alternates showing the amount for each and the date when that amount expires.)






§ 3.2.2 Unit prices, if any:
(Identify and state the unit price, and state the quantity limitations, if any, to which the unit price will be applicable.)

Item Units and Limitations Price per Unit







Init.
/

AIA Document A107™ – 2007. Copyright © 1936, 1951, 1958, 1961, 1963, 1966, 1970, 1974, 1978, 1987, 1997 and 2007 by The American Institute of
Architects. WARNING: This AIA
®
Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or
distribution of this AIA
®
Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum
extent possible under the law. Purchasers are permitted to reproduce ten (10) copies of this document when completed. To report copyright violations of
AIA Contract Documents, e-mail The American Institute of Architects’ legal counsel, copyright@aia.org.

4

§ 3.2.3 Allowances included in the stipulated sum, if any:
(Identify allowance and state exclusions, if any, from the allowance price.)

Item Allowance





§ 3.3 COST OF THE WORK PLUS CONTRACTOR’S FEE
§ 3.3.1 The Cost of the Work is as defined in Exhibit A, Determination of the Cost of the Work.

§ 3.3.2 The Contractor’s Fee:
(State a lump sum, percentage of Cost of the Work or other provision for determining the Contractor’s Fee and the method
of adjustment to the Fee for changes in the Work.)






§ 3.4 COST OF THE WORK PLUS CONTRACTOR’S FEE WITH A GUARANTEED MAXIMUM PRICE
§ 3.4.1 The Cost of the Work is as defined in Exhibit A, Determination of the Cost of the Work.

§ 3.4.2 The Contractor’s Fee:
(State a lump sum, percentage of Cost of the Work or other provision for determining the Contractor’s Fee and the method
of adjustment to the Fee for changes in the Work.)






§ 3.4.3 GUARANTEED MAXIMUM PRICE
§ 3.4.3.1 The sum of the Cost of the Work and the Contractor’s Fee is guaranteed by the Contractor not to exceed
Dollars ($ ), subject to additions and
deductions by changes in the Work as provided in the Contract Documents. Such maximum sum is referred to in the
Contract Documents as the Guaranteed Maximum Price. Costs which would cause the Guaranteed Maximum Price to be
exceeded shall be paid by the Contractor without reimbursement by the Owner.
(Insert specific provisions if the Contractor is to participate in any savings.)








§ 3.4.3.2 The Guaranteed Maximum Price is based on the following alternates, if any, which are described in the Contract
Documents and are hereby accepted by the Owner:









Init.
/

AIA Document A107™ – 2007. Copyright © 1936, 1951, 1958, 1961, 1963, 1966, 1970, 1974, 1978, 1987, 1997 and 2007 by The American Institute of
Architects. WARNING: This AIA
®
Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or
distribution of this AIA
®
Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum
extent possible under the law. Purchasers are permitted to reproduce ten (10) copies of this document when completed. To report copyright violations of
AIA Contract Documents, e-mail The American Institute of Architects’ legal counsel, copyright@aia.org.

5

§ 3.4.3.3 Unit Prices, if any:
(Identify and state the unit price, and state the quantity limitations, if any, to which the unit price will be applicable.)

Item Units and Limitations Price per Unit






§ 3.4.3.4 Allowances included in the Guaranteed Maximum Price, if any:
(Identify and state the amounts of any allowances, and state whether they include labor, materials, or both.)

Item Allowance






§ 3.4.3.5 Assumptions, if any, on which the Guaranteed Maximum Price is based:






ARTICLE 4 PAYMENTS
§ 4.1 PROGRESS PAYMENTS
§ 4.1.1 Based upon Applications for Payment submitted to the Architect by the Contractor and Certificates for Payment
issued by the Architect, the Owner shall make progress payments on account of the Contract Sum to the Contractor as
provided below and elsewhere in the Contract Documents.

§ 4.1.2 The period covered by each Application for Payment shall be one calendar month ending on the last day of the
month, or as follows:



§ 4.1.3 Provided that an Application for Payment is received by the Architect not later than the
day of a month, the Owner shall make payment of the certified amount to the Contractor not later than the
day of the month. If an Application for Payment is received by the
Architect after the date fixed above, payment shall be made by the Owner not later than days
after the Architect receives the Application for Payment.
(Federal, state or local laws may require payment within a certain period of time.)

§ 4.1.4 Retainage, if any, shall be withheld as follows:






§ 4.1.5 Payments due and unpaid under the Contract shall bear interest from the date payment is due at the rate stated
below, or in the absence thereof, at the legal rate prevailing from time to time at the place where the Project is located.
(Insert rate of interest agreed upon, if any.)




Init.
/

AIA Document A107™ – 2007. Copyright © 1936, 1951, 1958, 1961, 1963, 1966, 1970, 1974, 1978, 1987, 1997 and 2007 by The American Institute of
Architects. WARNING: This AIA
®
Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or
distribution of this AIA
®
Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum
extent possible under the law. Purchasers are permitted to reproduce ten (10) copies of this document when completed. To report copyright violations of
AIA Contract Documents, e-mail The American Institute of Architects’ legal counsel, copyright@aia.org.

6

§ 4.2 FINAL PAYMENT
§ 4.2.1 Final payment, constituting the entire unpaid balance of the Contract Sum, shall be made by the Owner to the
Contractor when
.1 the Contractor has fully performed the Contract except for the Contractor’s responsibility to correct
Work as provided in Section 18.2, and to satisfy other requirements, if any, which extend beyond final
payment;
.2 the contractor has submitted a final accounting for the Cost of the Work, where payment is on the basis
of the Cost of the Work with or without a guaranteed maximum price; and
.3 a final Certificate for Payment has been issued by the Architect.

§ 4.2.2 The Owner’s final payment to the Contractor shall be made no later than 30 days after the issuance of the
Architect’s final Certificate for Payment, or as follows:





ARTICLE 5 DISPUTE RESOLUTION
§ 5.1 BINDING DISPUTE RESOLUTION
For any claim subject to, but not resolved by, mediation pursuant to Section 21.3, the method of binding dispute
resolution shall be as follows:
(Check the appropriate box. If the Owner and Contractor do not select a method of binding dispute resolution below, or
do not subsequently agree in writing to a binding dispute resolution method other than litigation, claims will be
resolved in a court of competent jurisdiction.)

Arbitration pursuant to Section 21.4 of this Agreement

Litigation in a court of competent jurisdiction

Other (Specify)



ARTICLE 6 ENUMERATION OF CONTRACT DOCUMENTS
§ 6.1 The Contract Documents are defined in Article 7 and, except for Modifications issued after execution of this
Agreement, are enumerated in the sections below.

§ 6.1.1 The Agreement is this executed AIA Document A107–2007, Standard Form of Agreement Between Owner and
Contractor for a Project of Limited Scope.

§ 6.1.2 The Supplementary and other Conditions of the Contract:

Document Title Date Pages





§ 6.1.3 The Specifications:
(Either list the Specifications here or refer to an exhibit attached to this Agreement.)

Section Title Date Pages






Init.
/

AIA Document A107™ – 2007. Copyright © 1936, 1951, 1958, 1961, 1963, 1966, 1970, 1974, 1978, 1987, 1997 and 2007 by The American Institute of
Architects. WARNING: This AIA
®
Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or
distribution of this AIA
®
Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum
extent possible under the law. Purchasers are permitted to reproduce ten (10) copies of this document when completed. To report copyright violations of
AIA Contract Documents, e-mail The American Institute of Architects’ legal counsel, copyright@aia.org.

7

§ 6.1.4 The Drawings:
(Either list the Drawings here or refer to an exhibit attached to this Agreement.)

Number Title Date






§ 6.1.5 The Addenda, if any:

Number Date Pages






Portions of Addenda relating to bidding requirements are not part of the Contract Documents unless the bidding
requirements are enumerated in this Article 6.

§ 6.1.6 Additional documents, if any, forming part of the Contract Documents:
.1 Exhibit A, Determination of the Cost of the Work, if applicable.
.2 AIA Document E201™–2007, Digital Data Protocol Exhibit, if completed, or the following:



.3 Other documents:
(List here any additional documents that are intended to form part of the Contract Documents.)






ARTICLE 7 GENERAL PROVISIONS
§ 7.1 THE CONTRACT DOCUMENTS
The Contract Documents are enumerated in Article 6 and consist of this Agreement (including, if applicable,
Supplementary and other Conditions of the Contract), Drawings, Specifications, Addenda issued prior to the execution
of this Agreement, other documents listed in this Agreement and Modifications issued after execution of this
Agreement. A Modification is (1) a written amendment to the Contract signed by both parties, (2) a Change Order, (3) a
Construction Change Directive or (4) a written order for a minor change in the Work issued by the Architect. The intent
of the Contract Documents is to include all items necessary for the proper execution and completion of the Work by the
Contractor. The Contract Documents are complementary, and what is required by one shall be as binding as if required
by all; performance by the Contractor shall be required to the extent consistent with the Contract Documents and
reasonably inferable from them as being necessary to produce the indicated results.

§ 7.2 THE CONTRACT
The Contract Documents form the Contract for Construction. The Contract represents the entire and integrated
agreement between the parties hereto and supersedes prior negotiations, representations or agreements, either written or
oral. The Contract may be amended or modified only by a Modification. The Contract Documents shall not be
construed to create a contractual relationship of any kind between any persons or entities other than the Owner and the
Contractor.


Init.
/

AIA Document A107™ – 2007. Copyright © 1936, 1951, 1958, 1961, 1963, 1966, 1970, 1974, 1978, 1987, 1997 and 2007 by The American Institute of
Architects. WARNING: This AIA
®
Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or
distribution of this AIA
®
Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum
extent possible under the law. Purchasers are permitted to reproduce ten (10) copies of this document when completed. To report copyright violations of
AIA Contract Documents, e-mail The American Institute of Architects’ legal counsel, copyright@aia.org.

8

§ 7.3 THE WORK
The term “Work” means the construction and services required by the Contract Documents, whether completed or
partially completed, and includes all other labor, materials, equipment and services provided or to be provided by the
Contractor to fulfill the Contractor’s obligations. The Work may constitute the whole or a part of the Project.

§ 7.4 INSTRUMENTS OF SERVICE
Instruments of Service are representations, in any medium of expression now known or later developed, of the tangible
and intangible creative work performed by the Architect and the Architect’s consultants under their respective
professional services agreements. Instruments of Service may include, without limitation, studies, surveys, models,
sketches, drawings, specifications, and other similar materials.

§ 7.5 OWNERSHIP AND USE OF DRAWINGS, SPECIFICATIONS AND OTHER INSTRUMENTS OF SERVICE
§ 7.5.1 The Architect and the Architect’s consultants shall be deemed the authors and owners of their respective
Instruments of Service, including the Drawings and Specifications, and will retain all common law, statutory and other
reserved rights, including copyrights. The Contractor, Subcontractors, Sub-subcontractors, and material or equipment
suppliers shall not own or claim a copyright in the Instruments of Service. Submittal or distribution to meet official
regulatory requirements or for other purposes in connection with this Project is not to be construed as publication in
derogation of the Architect’s or Architect’s consultants’ reserved rights.

§ 7.5.2 The Contractor, Subcontractors, Sub-subcontractors and material or equipment suppliers are authorized to use
and reproduce the Instruments of Service provided to them solely and exclusively for execution of the Work. All copies
made under this authorization shall bear the copyright notice, if any, shown on the Instruments of Service. The
Contractor, Subcontractors, Sub-subcontractors, and material or equipment suppliers may not use the Instruments of
Service on other projects or for additions to this Project outside the scope of the Work without the specific written
consent of the Owner, Architect and the Architect’s consultants.

§ 7.6 TRANSMISSION OF DATA IN DIGITAL FORM
If the parties intend to transmit Instruments of Service or any other information or documentation in digital form, they
shall endeavor to establish necessary protocols governing such transmission, unless otherwise provided in the
Agreement or in the Contract Documents.

ARTICLE 8 OWNER
§ 8.1 INFORMATION AND SERVICES REQUIRED OF THE OWNER
§ 8.1.1 The Owner shall furnish all necessary surveys and a legal description of the site.

§ 8.1.2 The Contractor shall be entitled to rely on the accuracy of information furnished by the Owner but shall exercise
proper precautions relating to the safe performance of the Work.

§ 8.1.3 Except for permits and fees that are the responsibility of the Contractor under the Contract Documents, including
those required under Section 9.6.1, the Owner shall secure and pay for other necessary approvals, easements,
assessments and charges required for the construction, use or occupancy of permanent structures or for permanent
changes in existing facilities.

§ 8.2 OWNER’S RIGHT TO STOP THE WORK
If the Contractor fails to correct Work which is not in accordance with the requirements of the Contract Documents, or
repeatedly fails to carry out the Work in accordance with the Contract Documents, the Owner may issue a written order
to the Contractor to stop the Work, or any portion thereof, until the cause for such order is eliminated; however, the
right of the Owner to stop the Work shall not give rise to a duty on the part of the Owner to exercise this right for the
benefit of the Contractor or any other person or entity.

§ 8.3 OWNER’S RIGHT TO CARRY OUT THE WORK
If the Contractor defaults or neglects to carry out the Work in accordance with the Contract Documents, and fails within
a ten-day period after receipt of written notice from the Owner to commence and continue correction of such default or
neglect with diligence and promptness, the Owner, without prejudice to any other remedy the Owner may have, may
correct such deficiencies and may deduct the reasonable cost thereof, including Owner’s expenses and compensation for
the Architect’s services made necessary thereby, from the payment then or thereafter due the Contractor.


Init.
/

AIA Document A107™ – 2007. Copyright © 1936, 1951, 1958, 1961, 1963, 1966, 1970, 1974, 1978, 1987, 1997 and 2007 by The American Institute of
Architects. WARNING: This AIA
®
Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or
distribution of this AIA
®
Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum
extent possible under the law. Purchasers are permitted to reproduce ten (10) copies of this document when completed. To report copyright violations of
AIA Contract Documents, e-mail The American Institute of Architects’ legal counsel, copyright@aia.org.

9

ARTICLE 9 CONTRACTOR
§ 9.1 REVIEW OF CONTRACT DOCUMENTS AND FIELD CONDITIONS BY CONTRACTOR
§ 9.1.1 Execution of the Contract by the Contractor is a representation that the Contractor has visited the site, become
generally familiar with local conditions under which the Work is to be performed and correlated personal observations
with requirements of the Contract Documents.

§ 9.1.2 Because the Contract Documents are complementary, the Contractor shall, before starting each portion of the
Work, carefully study and compare the various Contract Documents relative to that portion of the Work, as well as the
information furnished by the Owner pursuant to Section 8.1.1, shall take field measurements of any existing conditions
related to that portion of the Work and shall observe any conditions at the site affecting it. These obligations are for the
purpose of facilitating coordination and construction by the Contractor and are not for the purpose of discovering errors,
omissions, or inconsistencies in the Contract Documents; however, the Contractor shall promptly report to the Architect
any errors, inconsistencies, or omissions discovered by or made known to the Contractor as a request for information in
such form as the Architect may require. It is recognized that the Contractor’s review is made in the Contractor’s
capacity as a contractor and not as a licensed design professional unless otherwise specifically provided in the Contract
Documents.

§ 9.1.3 The Contractor is not required to ascertain that the Contract Documents are in accordance with applicable laws,
statutes, ordinances, codes, rules and regulations, or lawful orders of public authorities, but the Contractor shall
promptly report to the Architect any nonconformity discovered by or made known to the Contractor as a request for
information in such form as the Architect may require.

§ 9.2 SUPERVISION AND CONSTRUCTION PROCEDURES
§ 9.2.1 The Contractor shall supervise and direct the Work, using the Contractor’s best skill and attention. The
Contractor shall be solely responsible for and have control over construction means, methods, techniques, sequences
and procedures, and for coordinating all portions of the Work under the Contract, unless the Contract Documents give
other specific instructions concerning these matters.

§ 9.2.2 The Contractor shall be responsible to the Owner for acts and omissions of the Contractor’s employees,
Subcontractors and their agents and employees, and other persons or entities performing portions of the Work for or on
behalf of the Contractor or any of its Subcontractors.

§ 9.3 LABOR AND MATERIALS
§ 9.3.1 Unless otherwise provided in the Contract Documents, the Contractor shall provide and pay for labor, materials,
equipment, tools, construction equipment and machinery, water, heat, utilities, transportation, and other facilities and
services necessary for proper execution and completion of the Work whether temporary or permanent and whether or
not incorporated or to be incorporated in the Work.

§ 9.3.2 The Contractor shall enforce strict discipline and good order among the Contractor’s employees and other
persons carrying out the Work. The Contractor shall not permit employment of unfit persons or persons not skilled in
tasks assigned to them.

§ 9.3.3 The Contractor may make a substitution only with the consent of the Owner, after evaluation by the Architect
and in accordance with a Modification.

§ 9.4 WARRANTY
The Contractor warrants to the Owner and Architect that materials and equipment furnished under the Contract will be
of good quality and new unless the Contract Documents require or permit otherwise. The Contractor further warrants
that the Work will conform to the requirements of the Contract Documents and will be free from defects, except for
those inherent in the quality of the Work the Contract Documents require or permit. Work, materials, or equipment not
conforming to these requirements may be considered defective. The Contractor’s warranty excludes remedy for damage
or defect caused by abuse, alterations to the Work not executed by the Contractor, improper or insufficient maintenance,
improper operation or normal wear and tear under normal usage.

§ 9.5 TAXES
The Contractor shall pay sales, consumer, use and other similar taxes that are legally enacted when bids are received or
negotiations concluded, whether or not yet effective or merely scheduled to go into effect.


Init.
/

AIA Document A107™ – 2007. Copyright © 1936, 1951, 1958, 1961, 1963, 1966, 1970, 1974, 1978, 1987, 1997 and 2007 by The American Institute of
Architects. WARNING: This AIA
®
Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or
distribution of this AIA
®
Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum
extent possible under the law. Purchasers are permitted to reproduce ten (10) copies of this document when completed. To report copyright violations of
AIA Contract Documents, e-mail The American Institute of Architects’ legal counsel, copyright@aia.org.

10

§ 9.6 PERMITS, FEES, NOTICES, AND COMPLIANCE WITH LAWS
§ 9.6.1 Unless otherwise provided in the Contract Documents, the Contractor shall secure and pay for the building
permit as well as other permits, fees, licenses and inspections by government agencies necessary for proper execution
and completion of the Work that are customarily secured after execution of the Contract and legally required at the time
bids are received or negotiations concluded.

§ 9.6.2 The Contractor shall comply with and give notices required by applicable laws, statutes, ordinances, codes, rules,
and regulations, and lawful orders of public authorities applicable to performance of the Work. If the Contractor
performs Work knowing it to be contrary to applicable laws, statutes, ordinances, codes, rules and regulations, or lawful
orders of public authorities, the Contractor shall assume appropriate responsibility for such Work and shall bear the
costs attributable to correction.

§ 9.7 ALLOWANCES
The Contractor shall include in the Contract Sum all allowances stated in the Contract Documents. The Owner shall
select materials and equipment under allowances with reasonable promptness. Allowance amounts shall include the
costs to the Contractor of materials and equipment delivered at the site and all required taxes, less applicable trade
discounts. Allowance amounts shall not include the Contractor’s costs for unloading and handling at the site, labor,
installation, overhead, and profit.

§ 9.8 CONTRACTOR’S CONSTRUCTION SCHEDULES
§ 9.8.1 The Contractor, promptly after being awarded the Contract, shall prepare and submit for the Owner’s and
Architect’s information a Contractor’s construction schedule for the Work. The schedule shall not exceed time limits
current under the Contract Documents, shall be revised at appropriate intervals as required by the conditions of the
Work and Project, shall be related to the entire Project to the extent required by the Contract Documents, and shall
provide for expeditious and practicable execution of the Work.

§ 9.8.2 The Contractor shall perform the Work in general accordance with the most recent schedule submitted to the
Owner and Architect.

§ 9.9 SUBMITTALS
§ 9.9.1 The Contractor shall review for compliance with the Contract Documents and submit to the Architect Shop
Drawings, Product Data, Samples and similar submittals required by the Contract Documents in coordination with the
Contractor’s construction schedule and in such sequence as to allow the Architect reasonable time for review. By
submitting Shop Drawings, Product Data, Samples and similar submittals, the Contractor represents to the Owner and
Architect that the Contractor has (1) reviewed and approved them; (2) determined and verified materials, field
measurements and field construction criteria related thereto, or will do so; and (3) checked and coordinated the
information contained within such submittals with the requirements of the Work and of the Contract Documents. The
Work shall be in accordance with approved submittals.

§ 9.9.2 Shop Drawings, Product Data, Samples and similar submittals are not Contract Documents.

§ 9.10 USE OF SITE
The Contractor shall confine operations at the site to areas permitted by applicable laws, statutes, ordinances, codes,
rules and regulations, lawful orders of public authorities, and the Contract Documents and shall not unreasonably
encumber the site with materials or equipment.

§ 9.11 CUTTING AND PATCHING
The Contractor shall be responsible for cutting, fitting or patching required to complete the Work or to make its parts fit
together properly.

§ 9.12 CLEANING UP
The Contractor shall keep the premises and surrounding area free from accumulation of waste materials or rubbish
caused by operations under the Contract. At completion of the Work, the Contractor shall remove waste materials,
rubbish, the Contractor’s tools, construction equipment, machinery and surplus material from and about the Project.

§ 9.13 ROYALTIES, PATENTS AND COPYRIGHTS
The Contractor shall pay all royalties and license fees. The Contractor shall defend suits or claims for infringement of
copyrights and patent rights and shall hold the Owner and Architect harmless from loss on account thereof, but shall not

Init.
/

AIA Document A107™ – 2007. Copyright © 1936, 1951, 1958, 1961, 1963, 1966, 1970, 1974, 1978, 1987, 1997 and 2007 by The American Institute of
Architects. WARNING: This AIA
®
Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or
distribution of this AIA
®
Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum
extent possible under the law. Purchasers are permitted to reproduce ten (10) copies of this document when completed. To report copyright violations of
AIA Contract Documents, e-mail The American Institute of Architects’ legal counsel, copyright@aia.org.

11

be responsible for such defense or loss when a particular design, process or product of a particular manufacturer or
manufacturers is required by the Contract Documents or where the copyright violations are contained in Drawings,
Specifications or other documents prepared by the Owner or Architect. However, if the Contractor has reason to believe
that the required design, process or product is an infringement of a copyright or a patent, the Contractor shall be
responsible for such loss unless such information is promptly furnished to the Architect.

§ 9.14 ACCESS TO WORK
The Contractor shall provide the Owner and Architect access to the Work in preparation and progress wherever located.

§ 9.15 INDEMNIFICATION
§ 9.15.1 To the fullest extent permitted by law, the Contractor shall indemnify and hold harmless the Owner, Architect,
Architect’s consultants and agents and employees of any of them from and against claims, damages, losses and
expenses, including but not limited to attorneys’ fees, arising out of or resulting from performance of the Work,
provided that such claim, damage, loss or expense is attributable to bodily injury, sickness, disease or death, or to injury
to or destruction of tangible property (other than the Work itself), but only to the extent caused by the negligent acts or
omissions of the Contractor, a Subcontractor, anyone directly or indirectly employed by them or anyone for whose acts
they may be liable, regardless of whether or not such claim, damage, loss or expense is caused in part by a party
indemnified hereunder. Such obligation shall not be construed to negate, abridge, or reduce other rights or obligations of
indemnity which would otherwise exist as to a party or person described in this Section 9.15.1.

§ 9.15.2 In claims against any person or entity indemnified under this Section 9.15 by an employee of the Contractor, a
Subcontractor, anyone directly or indirectly employed by them or anyone for whose acts they may be liable, the
indemnification obligation under Section 9.15.1 shall not be limited by a limitation on amount or type of damages,
compensation or benefits payable by or for the Contractor or Subcontractor under workers’ compensation acts,
disability benefit acts or other employee benefit acts.

ARTICLE 10 ARCHITECT
§ 10.1 The Architect will provide administration of the Contract and will be an Owner’s representative during
construction, until the date the Architect issues the final Certificate for Payment. The Architect will have authority to act
on behalf of the Owner only to the extent provided in the Contract Documents, unless otherwise modified in writing in
accordance with other provisions of the Contract.

§ 10.2 The Architect will visit the site at intervals appropriate to the stage of the construction to become generally
familiar with the progress and quality of the portion of the Work completed, and to determine in general, if the Work
observed is being performed in a manner indicating that the Work, when fully completed, will be in accordance with the
Contract Documents. However, the Architect will not be required to make exhaustive or continuous on-site inspections
to check the quality or quantity of the Work. The Architect will not have control over, charge of, or responsibility for,
the construction means, methods, techniques, sequences or procedures, or for safety precautions and programs in
connection with the Work, since these are solely the Contractor’s rights and responsibilities under the Contract
Documents.

§ 10.3 On the basis of the site visits, the Architect will keep the Owner reasonably informed about the progress and
quality of the portion of the Work completed, and report to the Owner (1) known deviations from the Contract
Documents and from the most recent construction schedule submitted by the Contractor, and (2) defects and
deficiencies observed in the Work. The Architect will not be responsible for the Contractor’s failure to perform the
Work in accordance with the requirements of the Contract Documents. The Architect will not have control over or
charge of and will not be responsible for acts or omissions of the Contractor, Subcontractors, or their agents or
employees, or any other persons or entities performing portions of the Work.

§ 10.4 Based on the Architect’s evaluations of the Work and of the Contractor’s Applications for Payment, the Architect
will review and certify the amounts due the Contractor and will issue Certificates for Payment in such amounts.

§ 10.5 The Architect has authority to reject Work that does not conform to the Contract Documents and to require
inspection or testing of the Work.

§ 10.6 The Architect will review and approve or take other appropriate action upon the Contractor’s submittals such as
Shop Drawings, Product Data and Samples, but only for the limited purpose of checking for conformance with
information given and the design concept expressed in the Contract Documents.

Init.
/

AIA Document A107™ – 2007. Copyright © 1936, 1951, 1958, 1961, 1963, 1966, 1970, 1974, 1978, 1987, 1997 and 2007 by The American Institute of
Architects. WARNING: This AIA
®
Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or
distribution of this AIA
®
Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum
extent possible under the law. Purchasers are permitted to reproduce ten (10) copies of this document when completed. To report copyright violations of
AIA Contract Documents, e-mail The American Institute of Architects’ legal counsel, copyright@aia.org.

12


§ 10.7 The Architect will interpret and decide matters concerning performance under, and requirements of, the Contract
Documents on written request of either the Owner or Contractor. The Architect will make initial decisions on all claims,
disputes and other matters in question between the Owner and Contractor but will not be liable for results of any
interpretations or decisions rendered in good faith.

§ 10.8 The Architect’s decisions on matters relating to aesthetic effect will be final if consistent with the intent expressed
in the Contract Documents.

§ 10.9 Duties, responsibilities and limitations of authority of the Architect as set forth in the Contract Documents shall
not be restricted, modified or extended without written consent of the Owner, Contractor and Architect. Consent shall
not be unreasonably withheld.

ARTICLE 11 SUBCONTRACTORS
§ 11.1 A Subcontractor is a person or entity who has a direct contract with the Contractor to perform a portion of the
Work at the site.

§ 11.2 Unless otherwise stated in the Contract Documents or the bidding requirements, the Contractor, as soon as
practicable after award of the Contract, shall furnish in writing to the Owner through the Architect the names of the
Subcontractors or suppliers for each of the principal portions of the Work. The Contractor shall not contract with any
Subcontractor or supplier to whom the Owner or Architect has made reasonable written objection within ten days after
receipt of the Contractor’s list of Subcontractors and suppliers. If the proposed but rejected Subcontractor was
reasonably capable of performing the Work, the Contract Sum and Contract Time shall be increased or decreased by the
difference, if any, occasioned by such change, and an appropriate Change Order shall be issued before commencement
of the substitute Subcontractor’s Work. The Contractor shall not be required to contract with anyone to whom the
Contractor has made reasonable objection.

§ 11.3 Contracts between the Contractor and Subcontractors shall (1) require each Subcontractor, to the extent of the
Work to be performed by the Subcontractor, to be bound to the Contractor by the terms of the Contract Documents, and
to assume toward the Contractor all the obligations and responsibilities, including the responsibility for safety of the
Subcontractor’s Work, which the Contractor, by the Contract Documents, assumes toward the Owner and Architect, and
(2) allow the Subcontractor the benefit of all rights, remedies and redress against the Contractor that the Contractor, by
these Contract Documents, has against the Owner.

ARTICLE 12 CONSTRUCTION BY OWNER OR BY SEPARATE CONTRACTORS
§ 12.1 The Owner reserves the right to perform construction or operations related to the Project with the Owner’s own
forces, and to award separate contracts in connection with other portions of the Project or other construction or
operations on the site under conditions of the contract identical or substantially similar to these, including those portions
related to insurance and waiver of subrogation. If the Contractor claims that delay or additional cost is involved because
of such action by the Owner, the Contractor shall make such claim as provided in Article 21.

§ 12.2 The Contractor shall afford the Owner and separate contractors reasonable opportunity for introduction and
storage of their materials and equipment and performance of their activities, and shall connect and coordinate the
Contractor’s activities with theirs as required by the Contract Documents.

§ 12.3 The Owner shall be reimbursed by the Contractor for costs incurred by the Owner which are payable to a separate
contractor because of delays, improperly timed activities or defective construction of the Contractor. The Owner shall
be responsible to the Contractor for costs incurred by the Contractor because of delays, improperly timed activities,
damage to the Work or defective construction of a separate contractor.

ARTICLE 13 CHANGES IN THE WORK
§ 13.1 By appropriate Modification, changes in the Work may be accomplished after execution of the Contract. The
Owner, without invalidating the Contract, may order changes in the Work within the general scope of the Contract
consisting of additions, deletions or other revisions, with the Contract Sum and Contract Time being adjusted
accordingly. Such changes in the Work shall be authorized by written Change Order signed by the Owner, Contractor
and Architect, or by written Construction Change Directive signed by the Owner and Architect.


Init.
/

AIA Document A107™ – 2007. Copyright © 1936, 1951, 1958, 1961, 1963, 1966, 1970, 1974, 1978, 1987, 1997 and 2007 by The American Institute of
Architects. WARNING: This AIA
®
Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or
distribution of this AIA
®
Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum
extent possible under the law. Purchasers are permitted to reproduce ten (10) copies of this document when completed. To report copyright violations of
AIA Contract Documents, e-mail The American Institute of Architects’ legal counsel, copyright@aia.org.

13

§ 13.2 Adjustments in the Contract Sum and Contract Time resulting from a change in the Work shall be determined by
mutual agreement of the parties or, in the case of a Construction Change Directive signed only by the Owner and
Architect, by the Contractor’s cost of labor, material, equipment, and reasonable overhead and profit, unless the parties
agree on another method for determining the cost or credit. Pending final determination of the total cost of a
Construction Change Directive, the Contractor may request payment for Work completed pursuant to the Construction
Change Directive. The Architect will make an interim determination of the amount of payment due for purposes of
certifying the Contractor’s monthly Application for Payment. When the Owner and Contractor agree on adjustments to
the Contract Sum and Contract Time arising from a Construction Change Directive, the Architect will prepare a Change
Order.

§ 13.3 The Architect will have authority to order minor changes in the Work not involving adjustment in the Contract
Sum or extension of the Contract Time and not inconsistent with the intent of the Contract Documents. Such changes
shall be effected by written order and shall be binding on the Owner and Contractor. The Contractor shall carry out such
written orders promptly.

§ 13.4 If concealed or unknown physical conditions are encountered at the site that differ materially from those indicated
in the Contract Documents or from those conditions ordinarily found to exist, the Contract Sum and Contract Time shall
be equitably adjusted as mutually agreed between the Owner and Contractor; provided that the Contractor provides
notice to the Owner and Architect promptly and before conditions are disturbed.

ARTICLE 14 TIME
§ 14.1 Time limits stated in the Contract Documents are of the essence of the Contract. By executing the Agreement the
Contractor confirms that the Contract Time is a reasonable period for performing the Work.

§ 14.2 Unless otherwise provided, Contract Time is the period of time, including authorized adjustments, allotted in the
Contract Documents for Substantial Completion of the Work.

§ 14.3 The term “day” as used in the Contract Documents shall mean calendar day unless otherwise specifically defined.

§ 14.4 The date of Substantial Completion is the date certified by the Architect in accordance with Section 15.4.3.

§ 14.5 If the Contractor is delayed at any time in the commencement or progress of the Work by changes ordered in the
Work, by labor disputes, fire, unusual delay in deliveries, abnormal adverse weather conditions not reasonably
anticipatable, unavoidable casualties or any causes beyond the Contractor’s control, or by other causes which the
Architect determines may justify delay, then the Contract Time shall be extended by Change Order for such reasonable
time as the Architect may determine, subject to the provisions of Article 21.

ARTICLE 15 PAYMENTS AND COMPLETION
§ 15.1 APPLICATIONS FOR PAYMENT
§ 15.1.1 Where the Contract is based on a Stipulated Sum or the Cost of the Work with a Guaranteed Maximum Price,
the Contractor shall submit to the Architect, before the first Application for Payment, a schedule of values, allocating
the entire Contract Sum to the various portions of the Work, prepared in such form and supported by such data to
substantiate its accuracy as the Architect may require. This schedule, unless objected to by the Architect, shall be used
in reviewing the Contractor’s Applications for Payment.

§ 15.1.2 With each Application for Payment where the Contract Sum is based upon the Cost of the Work, or the Cost of the
Work with a Guaranteed Maximum Price, the Contractor shall submit payrolls, petty cash accounts, receipted invoices or
invoices with check vouchers attached, and any other evidence required by the Owner to demonstrate that cash
disbursements already made by the Contractor on account of the Cost of the Work equal or exceed (1) progress payments
already received by the Contractor, less (2) that portion of those payments attributable to the Contractor’s Fee; plus (3)
payrolls for the period covered by the present Application for Payment.

§ 15.1.3 Payments shall be made on account of materials and equipment delivered and suitably stored at the site for
subsequent incorporation in the Work. If approved in advance by the Owner, payment may similarly be made for
materials and equipment stored, and protected from damage, off the site at a location agreed upon in writing.

Init.
/

AIA Document A107™ – 2007. Copyright © 1936, 1951, 1958, 1961, 1963, 1966, 1970, 1974, 1978, 1987, 1997 and 2007 by The American Institute of
Architects. WARNING: This AIA
®
Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or
distribution of this AIA
®
Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum
extent possible under the law. Purchasers are permitted to reproduce ten (10) copies of this document when completed. To report copyright violations of
AIA Contract Documents, e-mail The American Institute of Architects’ legal counsel, copyright@aia.org.

14


§ 15.1.4 The Contractor warrants that title to all Work covered by an Application for Payment will pass to the Owner no
later than the time of payment. The Contractor further warrants that upon submittal of an Application for Payment all
Work for which Certificates for Payment have been previously issued and payments received from the Owner shall, to
the best of the Contractor’s knowledge, information and belief, be free and clear of liens, claims, security interests or
other encumbrances adverse to the Owner’s interests.

§ 15.2 CERTIFICATES FOR PAYMENT
§ 15.2.1 The Architect will, within seven days after receipt of the Contractor’s Application for Payment, either issue to
the Owner a Certificate for Payment, with a copy to the Contractor, for such amount as the Architect determines is
properly due, or notify the Contractor and Owner in writing of the Architect’s reasons for withholding certification in
whole or in part as provided in Section 15.2.3.

§ 15.2.2 The issuance of a Certificate for Payment will constitute a representation by the Architect to the Owner, based
on the Architect’s evaluations of the Work and the data comprising the Application for Payment, that, to the best of the
Architect’s knowledge, information and belief, the Work has progressed to the point indicated and that the quality of the
Work is in accordance with the Contract Documents. The foregoing representations are subject to an evaluation of the
Work for conformance with the Contract Documents upon Substantial Completion, to results of subsequent tests and
inspections, to correction of minor deviations from the Contract Documents prior to completion and to specific
qualifications expressed by the Architect. The issuance of a Certificate for Payment will further constitute a
representation that the Contractor is entitled to payment in the amount certified. However, the issuance of a Certificate
for Payment will not be a representation that the Architect has (1) made exhaustive or continuous on-site inspections to
check the quality or quantity of the Work, (2) reviewed construction means, methods, techniques, sequences or
procedures, (3) reviewed copies of requisitions received from Subcontractors and material suppliers and other data
requested by the Owner to substantiate the Contractor’s right to payment, or (4) made examination to ascertain how or
for what purpose the Contractor has used money previously paid on account of the Contract Sum.

§ 15.2.3 The Architect may withhold a Certificate for Payment in whole or in part, to the extent reasonably necessary to
protect the Owner, if in the Architect’s opinion the representations to the Owner required by Section 15.2.2 cannot be
made. If the Architect is unable to certify payment in the amount of the Application, the Architect will notify the
Contractor and Owner as provided in Section 15.2.1. If the Contractor and the Architect cannot agree on a revised
amount, the Architect will promptly issue a Certificate for Payment for the amount for which the Architect is able to
make such representations to the Owner. The Architect may also withhold a Certificate for Payment or, because of
subsequently discovered evidence, may nullify the whole or a part of a Certificate for Payment previously issued, to
such extent as may be necessary in the Architect’s opinion to protect the Owner from loss for which the Contractor is
responsible, including loss resulting from acts and omissions described in Section 9.2.2, because of
.1 defective Work not remedied;
.2 third party claims filed or reasonable evidence indicating probable filing of such claims unless security
acceptable to the Owner is provided by the Contractor;
.3 failure of the Contractor to make payments properly to Subcontractors or for labor, materials or
equipment;
.4 reasonable evidence that the Work cannot be completed for the unpaid balance of the Contract Sum;
.5 damage to the Owner or a separate contractor;
.6 reasonable evidence that the Work will not be completed within the Contract Time and that the unpaid
balance would not be adequate to cover actual or liquidated damages for the anticipated delay; or
.7 repeated failure to carry out the Work in accordance with the Contract Documents.

§ 15.2.4 When the above reasons for withholding certification are removed, certification will be made for amounts
previously withheld.

§ 15.3 PROGRESS PAYMENTS
§ 15.3.1 The Contractor shall pay each Subcontractor, no later than seven days after receipt of payment, the amount to
which the Subcontractor is entitled, reflecting percentages actually retained from payments to the Contractor on account
of the Subcontractor’s portion of the Work. The Contractor shall, by appropriate agreement with each Subcontractor,
require each Subcontractor to make payments to sub-subcontractors in similar manner.

§ 15.3.2 Neither the Owner nor Architect shall have an obligation to pay or see to the payment of money to a
Subcontractor except as may otherwise be required by law.

Init.
/

AIA Document A107™ – 2007. Copyright © 1936, 1951, 1958, 1961, 1963, 1966, 1970, 1974, 1978, 1987, 1997 and 2007 by The American Institute of
Architects. WARNING: This AIA
®
Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or
distribution of this AIA
®
Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum
extent possible under the law. Purchasers are permitted to reproduce ten (10) copies of this document when completed. To report copyright violations of
AIA Contract Documents, e-mail The American Institute of Architects’ legal counsel, copyright@aia.org.

15


§ 15.3.3 A Certificate for Payment, a progress payment, or partial or entire use or occupancy of the Project by the Owner
shall not constitute acceptance of Work not in accordance with the Contract Documents.

§ 15.4 SUBSTANTIAL COMPLETION
§ 15.4.1 Substantial Completion is the stage in the progress of the Work when the Work or designated portion thereof is
sufficiently complete in accordance with the Contract Documents so that the Owner can occupy or utilize the Work for
its intended use.

§ 15.4.2 When the Contractor considers that the Work, or a portion thereof which the Owner agrees to accept separately,
is substantially complete, the Contractor shall prepare and submit to the Architect a comprehensive list of items to be
completed or corrected prior to final payment. Failure to include an item on such list does not alter the responsibility of
the Contractor to complete all Work in accordance with the Contract Documents.

§ 15.4.3 Upon receipt of the Contractor’s list, the Architect will make an inspection to determine whether the Work or
designated portion thereof is substantially complete. When the Architect determines that the Work or designated portion
thereof is substantially complete, the Architect will issue a Certificate of Substantial Completion which shall establish
the date of Substantial Completion, establish responsibilities of the Owner and Contractor for security, maintenance,
heat, utilities, damage to the Work and insurance, and fix the time within which the Contractor shall finish all items on
the list accompanying the Certificate. Warranties required by the Contract Documents shall commence on the date of
Substantial Completion of the Work or designated portion thereof unless otherwise provided in the Certificate of
Substantial Completion.

§ 15.4.4 The Certificate of Substantial Completion shall be submitted to the Owner and Contractor for their written
acceptance of responsibilities assigned to them in such Certificate. Upon such acceptance and consent of surety, if any,
the Owner shall make payment of retainage applying to such Work or designated portion thereof. Such payment shall be
adjusted for Work that is incomplete or not in accordance with the requirements of the Contract Documents.

§ 15.5 FINAL COMPLETION AND FINAL PAYMENT
§ 15.5.1 Upon receipt of the Contractor’s written notice that the Work is ready for final inspection and acceptance and
upon receipt of a final Application for Payment, the Architect will promptly make such inspection and, when the
Architect finds the Work acceptable under the Contract Documents and the Contract fully performed, the Architect will
promptly issue a final Certificate for Payment stating that to the best of the Architect’s knowledge, information and
belief, and on the basis of the Architect’s on-site visits and inspections, the Work has been completed in accordance
with terms and conditions of the Contract Documents and that the entire balance found to be due the Contractor and
noted in the final Certificate is due and payable. The Architect’s final Certificate for Payment will constitute a further
representation that conditions stated in Section 15.5.2 as precedent to the Contractor’s being entitled to final payment
have been fulfilled.

§ 15.5.2 Final payment shall not become due until the Contractor has delivered to the Owner a complete release of all
liens arising out of this Contract or receipts in full covering all labor, materials and equipment for which a lien could be
filed, or a bond satisfactory to the Owner to indemnify the Owner against such lien. If such lien remains unsatisfied
after payments are made, the Contractor shall refund to the Owner all money that the Owner may be compelled to pay
in discharging such lien, including costs and reasonable attorneys’ fees.

15.5.3 The making of final payment shall constitute a waiver of claims by the Owner except those arising from
.1 liens, claims, security interests or encumbrances arising out of the Contract and unsettled;
.2 failure of the Work to comply with the requirements of the Contract Documents; or
.3 terms of special warranties required by the Contract Documents.

§ 15.5.4 Acceptance of final payment by the Contractor, a Subcontractor or material supplier shall constitute a waiver of
claims by that payee except those previously made in writing and identified by that payee as unsettled at the time of
final Application for Payment.


Init.
/

AIA Document A107™ – 2007. Copyright © 1936, 1951, 1958, 1961, 1963, 1966, 1970, 1974, 1978, 1987, 1997 and 2007 by The American Institute of
Architects. WARNING: This AIA
®
Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or
distribution of this AIA
®
Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum
extent possible under the law. Purchasers are permitted to reproduce ten (10) copies of this document when completed. To report copyright violations of
AIA Contract Documents, e-mail The American Institute of Architects’ legal counsel, copyright@aia.org.

16

ARTICLE 16 PROTECTION OF PERSONS AND PROPERTY
§ 16.1 SAFETY PRECAUTIONS AND PROGRAMS
The Contractor shall be responsible for initiating, maintaining and supervising all safety precautions and programs in
connection with the performance of the Contract. The Contractor shall take reasonable precautions for safety of, and
shall provide reasonable protection to prevent damage, injury or loss to
.1 employees on the Work and other persons who may be affected thereby;
.2 the Work and materials and equipment to be incorporated therein, whether in storage on or off the site,
under care, custody or control of the Contractor or the Contractor’s Subcontractors or Sub-
subcontractors; and
.3 other property at the site or adjacent thereto, such as trees, shrubs, lawns, walks, pavements, roadways,
structures and utilities not designated for removal, relocation or replacement in the course of
construction.

The Contractor shall comply with and give notices required by applicable laws, statutes, ordinances, codes, rules and
regulations, and lawful orders of public authorities bearing on safety of persons and property and their protection from
damage, injury or loss. The Contractor shall promptly remedy damage and loss to property caused in whole or in part by
the Contractor, a Subcontractor, a sub-subcontractor, or anyone directly or indirectly employed by any of them, or by
anyone for whose acts they may be liable and for which the Contractor is responsible under Sections 16.1.2 and 16.1.3,
except for damage or loss attributable to acts or omissions of the Owner or Architect or by anyone for whose acts either
of them may be liable, and not attributable to the fault or negligence of the Contractor. The foregoing obligations of the
Contractor are in addition to the Contractor’s obligations under Section 9.15.

§ 16.2 HAZARDOUS MATERIALS
§ 16.2.1 The Contractor is responsible for compliance with the requirements of the Contract Documents regarding
hazardous materials. If the Contractor encounters a hazardous material or substance not addressed in the Contract
Documents, and if reasonable precautions will be inadequate to prevent foreseeable bodily injury or death to persons
resulting from a material or substance, including but not limited to asbestos or polychlorinated biphenyl (PCB),
encountered on the site by the Contractor, the Contractor shall, upon recognizing the condition, immediately stop Work
in the affected area and report the condition to the Owner and Architect in writing. When the material or substance has
been rendered harmless, Work in the affected area shall resume upon written agreement of the Owner and Contractor.
By Change Order, the Contract Time shall be extended appropriately and the Contract Sum shall be increased in the
amount of the Contractor’s reasonable additional costs of shutdown, delay and start-up.

§ 16.2.2 To the fullest extent permitted by law, the Owner shall indemnify and hold harmless the Contractor,
Subcontractors, Architect, Architect’s consultants and agents and employees of any of them from and against claims,
damages, losses and expenses, including but not limited to attorneys’ fees, arising out of or resulting from performance
of the Work in the affected area, if in fact, the material or substance presents the risk of bodily injury or death as
described in Section 16.2.1 and has not been rendered harmless, provided that such claim, damage, loss or expense is
attributable to bodily injury, sickness, disease or death, or to injury to or destruction of tangible property (other than the
Work itself), except to the extent that such damage, loss or expense is due to the fault or negligence of the party seeking
indemnity.

§ 16.2.3 If, without negligence on the part of the Contractor, the Contractor is held liable by a government agency for the
cost of remediation of a hazardous material or substance solely by reason of performing Work as required by the
Contract Documents, the Owner shall indemnify the Contractor for all cost and expense thereby incurred.

ARTICLE 17 INSURANCE AND BONDS
§ 17.1 The Contractor shall purchase from, and maintain in a company or companies lawfully authorized to do business
in the jurisdiction in which the Project is located, insurance for protection from claims under workers’ compensation
acts and other employee benefit acts which are applicable, claims for damages because of bodily injury, including death,
and claims for damages, other than to the Work itself, to property which may arise out of or result from the Contractor’s
operations and completed operations under the Contract, whether such operations be by the Contractor or by a
Subcontractor or anyone directly or indirectly employed by any of them. This insurance shall be written for not less than
limits of liability specified in the Contract Documents or required by law, whichever coverage is greater, and shall
include contractual liability insurance applicable to the Contractor’s obligations under Section 9.15. Certificates of
Insurance acceptable to the Owner shall be filed with the Owner prior to commencement of the Work. Each policy shall
contain a provision that the policy will not be canceled or allowed to expire until at least 30 days’ prior written notice
has been given to the Owner. The Contractor shall cause the commercial liability coverage required by the Contract

Init.
/

AIA Document A107™ – 2007. Copyright © 1936, 1951, 1958, 1961, 1963, 1966, 1970, 1974, 1978, 1987, 1997 and 2007 by The American Institute of
Architects. WARNING: This AIA
®
Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or
distribution of this AIA
®
Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum
extent possible under the law. Purchasers are permitted to reproduce ten (10) copies of this document when completed. To report copyright violations of
AIA Contract Documents, e-mail The American Institute of Architects’ legal counsel, copyright@aia.org.

17

Documents to include: (1) the Owner, the Architect and the Architect’s Consultants as additional insureds for claims
caused in whole or in part by the Contractor’s negligent acts or omissions during the Contractor’s operations; and (2)
the Owner as an additional insured for claims caused in whole or in part by the Contractor’s negligent acts or omissions
during the Contractor’s completed operations.

§ 17.2 OWNER’S LIABILITY INSURANCE
The Owner shall be responsible for purchasing and maintaining the Owner’s usual liability insurance.

§ 17.3 PROPERTY INSURANCE
§ 17.3.1 Unless otherwise provided, the Owner shall purchase and maintain, in a company or companies lawfully
authorized to do business in the jurisdiction in which the Project is located, property insurance on an “all-risk” or
equivalent policy form, including builder’s risk, in the amount of the initial Contract Sum, plus the value of subsequent
modifications and cost of materials supplied and installed by others, comprising total value for the entire Project at the
site on a replacement cost basis without optional deductibles. Such property insurance shall be maintained, unless
otherwise provided in the Contract Documents or otherwise agreed in writing by all persons and entities who are
beneficiaries of such insurance, until final payment has been made as provided in Section 15.5 or until no person or
entity other than the Owner has an insurable interest in the property required by this Section 17.3.1 to be covered,
whichever is later. This insurance shall include interests of the Owner, the Contractor, Subcontractors and sub-
subcontractors in the Project.

§ 17.3.2 The Owner shall file a copy of each policy with the Contractor before an exposure to loss may occur. Each
policy shall contain a provision that the policy will not be canceled or allowed to expire, and that its limits will not be
reduced, until at least 30 days’ prior written notice has been given to the Contractor.

§ 17.3.3 The Owner and Contractor waive all rights against (1) each other and any of their subcontractors, sub-
subcontractors, agents and employees, each of the other, and (2) the Architect, Architect’s consultants, separate
contractors described in Article 12, if any, and any of their subcontractors, sub-subcontractors, agents and employees
for damages caused by fire or other causes of loss to the extent covered by property insurance obtained pursuant to
Section 17.3 or other property insurance applicable to the Work, except such rights as they have to proceeds of such
insurance held by the Owner as fiduciary. The Owner or Contractor, as appropriate, shall require of the Architect,
Architect’s consultants, separate contractors described in Article 12, if any, and the subcontractors, sub-subcontractors,
agents and employees of any of them, by appropriate agreements, written where legally required for validity, similar
waivers each in favor of other parties enumerated herein. The policies shall provide such waivers of subrogation by
endorsement or otherwise. A waiver of subrogation shall be effective as to a person or entity even though that person or
entity would otherwise have a duty of indemnification, contractual or otherwise, did not pay the insurance premium
directly or indirectly, and whether or not the person or entity had an insurable interest in the property damaged.

§ 17.3.4 A loss insured under the Owner’s property insurance shall be adjusted by the Owner as fiduciary and made
payable to the Owner as fiduciary for the insureds, as their interests may appear, subject to requirements of any
applicable mortgagee clause. The Contractor shall pay Subcontractors their just shares of insurance proceeds received
by the Contractor, and by appropriate agreements, written where legally required for validity, shall require
Subcontractors to make payments to their sub-subcontractors in similar manner.

§ 17.4 PERFORMANCE BOND AND PAYMENT BOND
§ 17.4.1 The Owner shall have the right to require the Contractor to furnish bonds covering faithful performance of the
Contract and payment of obligations arising thereunder as stipulated in bidding requirements or specifically required in
the Contract Documents on the date of execution of the Contract.

§ 17.4.2 Upon the request of any person or entity appearing to be a potential beneficiary of bonds covering payment of
obligations arising under the Contract, the Contractor shall promptly furnish a copy of the bonds or shall authorize a
copy to be furnished.

ARTICLE 18 CORRECTION OF WORK
§ 18.1 The Contractor shall promptly correct Work rejected by the Architect or failing to conform to the requirements of
the Contract Documents, whether discovered before or after Substantial Completion and whether or not fabricated,
installed or completed. Costs of correcting such rejected Work, including additional testing and inspections, the cost of
uncovering and replacement, and compensation for the Architect’s services and expenses made necessary thereby, shall

Init.
/

AIA Document A107™ – 2007. Copyright © 1936, 1951, 1958, 1961, 1963, 1966, 1970, 1974, 1978, 1987, 1997 and 2007 by The American Institute of
Architects. WARNING: This AIA
®
Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or
distribution of this AIA
®
Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum
extent possible under the law. Purchasers are permitted to reproduce ten (10) copies of this document when completed. To report copyright violations of
AIA Contract Documents, e-mail The American Institute of Architects’ legal counsel, copyright@aia.org.

18

be at the Contractor’s expense, unless compensable under Section A.2.7.3 in Exhibit A, Determination of the Cost of the
Work.

§ 18.2 In addition to the Contractor’s obligations under Section 9.4, if, within one year after the date of Substantial
Completion of the Work or designated portion thereof or after the date for commencement of warranties established
under Section 15.4.3, or by terms of an applicable special warranty required by the Contract Documents, any of the
Work is found to be not in accordance with the requirements of the Contract Documents, the Contractor shall correct it
promptly after receipt of written notice from the Owner to do so unless the Owner has previously given the Contractor a
written acceptance of such condition. The Owner shall give such notice promptly after discovery of the condition.
During the one-year period for correction of Work, if the Owner fails to notify the Contractor and give the Contractor an
opportunity to make the correction, the Owner waives the rights to require correction by the Contractor and to make a
claim for breach of warranty.

§ 18.3 If the Contractor fails to correct nonconforming Work within a reasonable time, the Owner may correct it in
accordance with Section 8.3.

§ 18.4 The one-year period for correction of Work shall be extended with respect to portions of Work first performed
after Substantial Completion by the period of time between Substantial Completion and the actual completion of that
portion of the Work.

§ 18.5 The one-year period for correction of Work shall not be extended by corrective Work performed by the
Contractor pursuant to this Article 18.

ARTICLE 19 MISCELLANEOUS PROVISIONS
§ 19.1 ASSIGNMENT OF CONTRACT
Neither party to the Contract shall assign the Contract without written consent of the other, except that the Owner may,
without consent of the Contractor, assign the Contract to a lender providing construction financing for the Project if the
lender assumes the Owner’s rights and obligations under the Contract Documents. The Contractor shall execute all
consents reasonably required to facilitate such assignment.

§ 19.2 GOVERNING LAW
The Contract shall be governed by the law of the place where the Project is located, except, that if the parties have
selected arbitration as the method of binding dispute resolution, the Federal Arbitration Act shall govern Section 21.4.

§ 19.3 TESTS AND INSPECTIONS
Tests, inspections and approvals of portions of the Work required by the Contract Documents or by applicable laws,
statutes, ordinances, codes, rules and regulations or lawful orders of public authorities shall be made at an appropriate
time. Unless otherwise provided, the Contractor shall make arrangements for such tests, inspections and approvals with
an independent testing laboratory or entity acceptable to the Owner, or with the appropriate public authority, and shall
bear all related costs of tests, inspections and approvals. The Contractor shall give the Architect timely notice of when
and where tests and inspections are to be made so that the Architect may be present for such procedures. The Owner
shall bear costs of (1) tests, inspections or approvals that do not become requirements until after bids are received or
negotiations concluded, and (2) of tests, inspections or approvals where building codes or applicable laws or regulations
prohibit the Owner from delegating the costs to the Contractor.

§ 19.4 COMMENCEMENT OF STATUTORY LIMITATION PERIOD
The Owner and Contractor shall commence all claims and causes of action, whether in contract, tort, breach of warranty
or otherwise, against the other arising out of or related to the Contract in accordance with the requirements of the final
dispute resolution method selected in the Agreement within the period specified by applicable law, but in any case not
more than 10 years after the date of Substantial Completion of the Work. The Owner and Contractor waive all claims
and causes of action not commenced in accordance with this Section 19.4.

ARTICLE 20 TERMINATION OF THE CONTRACT
§ 20.1 TERMINATION BY THE CONTRACTOR
If the Architect fails to certify payment as provided in Section 15.2.1 for a period of 30 days through no fault of the
Contractor, or if the Owner fails to make payment as provided in Section 4.1.3 for a period of 30 days, the Contractor
may, upon seven additional days’ written notice to the Owner and the Architect, terminate the Contract and recover

Init.
/

AIA Document A107™ – 2007. Copyright © 1936, 1951, 1958, 1961, 1963, 1966, 1970, 1974, 1978, 1987, 1997 and 2007 by The American Institute of
Architects. WARNING: This AIA
®
Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or
distribution of this AIA
®
Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum
extent possible under the law. Purchasers are permitted to reproduce ten (10) copies of this document when completed. To report copyright violations of
AIA Contract Documents, e-mail The American Institute of Architects’ legal counsel, copyright@aia.org.

19

from the Owner payment for Work executed, including reasonable overhead and profit, costs incurred by reason of such
termination, and damages.

§ 20.2 TERMINATION BY THE OWNER FOR CAUSE
§ 20.2.1 The Owner may terminate the Contract if the Contractor
.1 repeatedly refuses or fails to supply enough properly skilled workers or proper materials;
.2 fails to make payment to Subcontractors for materials or labor in accordance with the respective
agreements between the Contractor and the Subcontractors;
.3 repeatedly disregards applicable laws, statutes, ordinances, codes, rules and regulations or lawful orders
of a public authority; or
.4 otherwise is guilty of substantial breach of a provision of the Contract Documents.

§ 20.2.2 When any of the above reasons exists, the Owner, upon certification by the Architect that sufficient cause exists
to justify such action, may, without prejudice to any other remedy the Owner may have and after giving the Contractor
seven days’ written notice, terminate the Contract and take possession of the site and of all materials, equipment, tools,
and construction equipment and machinery thereon owned by the Contractor and may finish the Work by whatever
reasonable method the Owner may deem expedient. Upon request of the Contractor, the Owner shall furnish to the
Contractor a detailed accounting of the costs incurred by the Owner in finishing the Work.

§ 20.2.3 When the Owner terminates the Contract for one of the reasons stated in Section 20.2.1, the Contractor shall not
be entitled to receive further payment until the Work is finished.

§ 20.2.4 If the unpaid balance of the Contract Sum exceeds costs of finishing the Work, including compensation for the
Architect’s services and expenses made necessary thereby, and other damages incurred by the Owner and not expressly
waived, such excess shall be paid to the Contractor. If such costs and damages exceed the unpaid balance, the
Contractor shall pay the difference to the Owner. The amount to be paid to the Contractor or Owner, as the case may be,
shall be certified by the Architect, upon application, and this obligation for payment shall survive termination of the
Contract.

§ 20.3 TERMINATION BY THE OWNER FOR CONVENIENCE
The Owner may, at any time, terminate the Contract for the Owner’s convenience and without cause. The Contractor
shall be entitled to receive payment for Work executed, and costs incurred by reason of such termination, along with
reasonable overhead and profit on the Work not executed.

ARTICLE 21 CLAIMS AND DISPUTES
§ 21.1 Claims, disputes and other matters in question arising out of or relating to this Contract, including those alleging
an error or omission by the Architect but excluding those arising under Section 16.2, shall be referred initially to the
Architect for decision. Such matters, except those waived as provided for in Section 21.8 and Sections 15.5.3 and
15.5.4, shall, after initial decision by the Architect or 30 days after submission of the matter to the Architect, be subject
to mediation as a condition precedent to binding dispute resolution.

§ 21.2 If a claim, dispute or other matter in question relates to or is the subject of a mechanic’s lien, the party asserting
such matter may proceed in accordance with applicable law to comply with the lien notice or filing deadlines.

§ 21.3 The parties shall endeavor to resolve their disputes by mediation which, unless the parties mutually agree
otherwise, shall be administered by the American Arbitration Association in accordance with their Construction
Industry Mediation Procedures in effect on the date of the Agreement. A request for mediation shall be made in writing,
delivered to the other party to this Agreement, and filed with the person or entity administering the mediation. The
request may be made concurrently with the binding dispute resolution but, in such event, mediation shall proceed in
advance of binding dispute resolution proceedings, which shall be stayed pending mediation for a period of 60 days
from the date of filing, unless stayed for a longer period by agreement of the parties or court order. If an arbitration is
stayed pursuant to this Section, the parties may nonetheless proceed to the selection of the arbitrator(s) and agree upon a
schedule for later proceedings.

§ 21.4 If the parties have selected arbitration as the method for binding dispute resolution in the Agreement, any claim,
subject to, but not resolved by, mediation shall be subject to arbitration which, unless the parties mutually agree
otherwise, shall be administered by the American Arbitration Association, in accordance with the Construction Industry
Arbitration Rules in effect on the date of this Agreement. Demand for arbitration shall be made in writing, delivered to

Init.
/

AIA Document A107™ – 2007. Copyright © 1936, 1951, 1958, 1961, 1963, 1966, 1970, 1974, 1978, 1987, 1997 and 2007 by The American Institute of
Architects. WARNING: This AIA
®
Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or
distribution of this AIA
®
Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum
extent possible under the law. Purchasers are permitted to reproduce ten (10) copies of this document when completed. To report copyright violations of
AIA Contract Documents, e-mail The American Institute of Architects’ legal counsel, copyright@aia.org.

20

the other party to the Contract, and filed with the person or entity administering the arbitration. The award rendered by
the arbitrator or arbitrators shall be final, and judgment may be entered upon it in accordance with applicable law in any
court having jurisdiction thereof.

§ 21.5 Either party, at its sole discretion, may consolidate an arbitration conducted under this Agreement with any other
arbitration to which it is a party provided that (1) the arbitration agreement governing the other arbitration permits
consolidation; (2) the arbitrations to be consolidated substantially involve common questions of law or fact; and (3) the
arbitrations employ materially similar procedural rules and methods for selecting arbitrator(s).

§ 21.6 Any party to an arbitration may include by joinder persons or entities substantially involved in a common
question of law or fact whose presence is required if complete relief is to be accorded in arbitration provided that the
party sought to be joined consents in writing to such joinder. Consent to arbitration involving an additional person or
entity shall not constitute consent to arbitration of a Claim not described in the written Consent.

§ 21.7 The foregoing agreement to arbitrate and other agreements to arbitrate with an additional person or entity duly
consented to by parties to the Agreement shall be specifically enforceable under applicable law in any court having
jurisdiction thereof.

§ 21.8 CLAIMS FOR CONSEQUENTIAL DAMAGES
The Contractor and Owner waive claims against each other for consequential damages arising out of or relating to this
Contract. This mutual waiver includes
.1 damages incurred by the Owner for rental expenses, for losses of use, income, profit, financing, business
and reputation, and for loss of management or employee productivity or of the services of such persons;
and
.2 damages incurred by the Contractor for principal office expenses including the compensation of
personnel stationed there, for losses of financing, business and reputation, and for loss of profit except
anticipated profit arising directly from the Work.

This mutual waiver is applicable, without limitation, to all consequential damages due to either party’s termination in
accordance with Article 20. Nothing contained in this Section 21.8 shall be deemed to preclude an award of liquidated
damages, when applicable, in accordance with the requirements of the Contract Documents.
















This Agreement entered into as of the day and year first written above.


OWNER (Signature) CONTRACTOR (Signature)

(Printed name and title) (Printed name and title)
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.
Document A107
TM
– 2007 Exhibit A
Determination of the Cost of the Work
Init.
/
AIA Document A107™ – 2007. Copyright © 1936, 1951, 1958, 1961, 1963, 1966, 1970, 1974, 1978, 1987, 1997 and 2007 by The American Institute of
Architects. WARNING: This AIA
®
Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or
distribution of this AIA
®
Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum
extent possible under the law. Purchasers are permitted to reproduce ten (10) copies of this document when completed. To report copyright violations of
AIA Contract Documents, e-mail The American Institute of Architects’ legal counsel, copyright@aia.org.

1


for the following PROJECT:
(Name, location and brief description)




THE OWNER:
(Name, address and other information)




THE CONTRACTOR:
(Name, address and other information)




THE ARCHITECT:
(Name, address and other information)




ARTICLE A.1 CONTROL ESTIMATE
§ A.1.1 Where the Contract Sum is the Cost of the Work, plus the Contractor’s Fee without a Guaranteed Maximum
Price pursuant to Section 3.3 of the Agreement, the Contractor shall prepare and submit to the Owner, in writing, a
Control Estimate within 14 days of executing this Agreement. The Control Estimate shall include the estimated Cost of
the Work plus the Contractor's Fee. The Control Estimate shall be used to monitor actual costs and the timely
performance of the Work. The Contractor shall update the Control Estimate with each Application for Payment as
needed to reflect Changes in the Work.

§ A.1.2 The Control Estimate shall include
.1 the documents enumerated in Article 6 of the Agreement, including all Addenda thereto and the
Conditions of the Contract;
.2 a list of the clarifications and assumptions made by the Contractor in the preparation of the Control
Estimate, including assumptions under A.1.4, to supplement the information provided by the Owner and
contained in the Drawings and Specifications;
.3 a statement of the estimated Cost of the Work organized by trade categories or systems and the
Contractor's Fee;
.4 a project schedule indicating proposed Subcontractors, activity sequences and durations, milestone dates
for receipt and approval of pertinent information, schedule of shop drawings and samples, procurement
and delivery of materials or equipment requiring long-lead time, and the Owner's occupancy
requirements showing portions of the Project having occupancy priority; and
.5 contingencies for further development of design and construction as required by Section A.1.4.

§ A.1.3 The Contractor shall meet with the Owner and Architect to review the Control Estimate. In the event that the
Owner or Architect discovers any inconsistencies or inaccuracies in the information presented, they shall promptly
notify the Contractor, who shall make appropriate adjustments to the Control Estimate. When the Control Estimate is
acceptable to the Owner, the Owner shall acknowledge it in writing. The Owner's acceptance of the Control Estimate
does not imply that the Control Estimate constitutes a Guaranteed Maximum Price.
This document has important legal
consequences. Consultation with
an attorney is encouraged with
respect to its completion or
modification.
Init.
/
AIA Document A107™ – 2007. Copyright © 1936, 1951, 1958, 1961, 1963, 1966, 1970, 1974, 1978, 1987, 1997 and 2007 by The American Institute of
Architects. WARNING: This AIA
®
Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or
distribution of this AIA
®
Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum
extent possible under the law. Purchasers are permitted to reproduce ten (10) copies of this document when completed. To report copyright violations of
AIA Contract Documents, e-mail The American Institute of Architects’ legal counsel, copyright@aia.org.

2


§ A.1.4 To the extent that the Drawings and Specifications are anticipated to require further development by the
Architect, the Contractor shall provide in the Control Estimate for such further development consistent with the
Contract Documents and reasonably inferable therefrom. Such further development does not include changes in scope,
systems, kinds and quality of materials, finishes or equipment, all of which, if required, shall be incorporated in a
revised Control Estimate by mutual agreement of the parties.

§ A.1.5 The Contractor shall develop and implement a detailed system of cost control that will provide the Owner and
Architect with timely information as to the anticipated total Cost of the Work. The cost control system shall compare
the Control Estimate with the actual cost for activities in progress and estimates for uncompleted tasks and proposed
changes. This information shall be reported to the Owner, in writing, no later than the Contractor's first Application for
Payment and shall be revised and submitted with each Application for Payment.

ARTICLE A.2 COSTS TO BE REIMBURSED
§ A.2.1 COST OF THE WORK
§ A.2.1.1 The term Cost of the Work shall mean costs necessarily incurred by the Contractor in the proper performance
of the Work. Such costs shall be at rates not higher than the standard paid at the place of the Project except with prior
consent of the Owner. The Cost of the Work shall include only the items set forth in this Article A.2.

§ A.2.1.2 Where any cost is subject to the Owner's prior approval, the Contractor shall obtain this approval prior to
incurring the cost. The parties shall endeavor to identify any such costs prior to executing the Agreement.

§ A.2.2 LABOR COSTS
§ A.2.2.1 Wages of construction workers directly employed by the Contractor to perform the construction of the Work at
the site or, with the Owner's prior approval, at off-site workshops.

§ A.2.2.2 Wages or salaries of the Contractor's supervisory and administrative personnel when stationed at the site with
the Owner's prior approval.
(If it is intended that the wages or salaries of certain personnel stationed at the Contractor's principal or other offices
shall be included in the Cost of the Work, identify below the personnel to be included, whether for all or only part of
their time, and the rates at which their time will be charged to the Work.)






§ A.2.2.3 Wages and salaries of the Contractor's supervisory or administrative personnel engaged at factories, workshops
or on the road, in expediting the production or transportation of materials or equipment required for the Work, but only
for that portion of their time required for the Work.

§ A.2.2.4 Costs paid or incurred by the Contractor for taxes, insurance, contributions, assessments and benefits required
by law or collective bargaining agreements and, for personnel not covered by such agreements, customary benefits such
as sick leave, medical and health benefits, holidays, vacations and pensions, provided such costs are based on wages
and salaries included in the Cost of the Work under Section A.2.2.

§ A.2.2.5 Bonuses, profit sharing, incentive compensation and any other discretionary payments paid to anyone hired by
the Contractor or paid to any Subcontractor or vendor, with the Owner's prior approval.

§ A.2.3 SUBCONTRACT COSTS
Payments made by the Contractor to Subcontractors in accordance with the requirements of their subcontracts.

§ A.2.4 COSTS OF MATERIALS AND EQUIPMENT INCORPORATED IN THE COMPLETED CONSTRUCTION
§ A.2.4.1 Costs, including transportation and storage, of materials and equipment incorporated or to be incorporated in
the completed construction.

§ A.2.4.2 Costs of materials described in the preceding Section A.2.4.1 in excess of those actually installed to allow for
reasonable waste and spoilage. Unused excess materials, if any, shall become the Owner's property at the completion of
Init.
/
AIA Document A107™ – 2007. Copyright © 1936, 1951, 1958, 1961, 1963, 1966, 1970, 1974, 1978, 1987, 1997 and 2007 by The American Institute of
Architects. WARNING: This AIA
®
Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or
distribution of this AIA
®
Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum
extent possible under the law. Purchasers are permitted to reproduce ten (10) copies of this document when completed. To report copyright violations of
AIA Contract Documents, e-mail The American Institute of Architects’ legal counsel, copyright@aia.org.

3

the Work or, at the Owner's option, shall be sold by the Contractor. Any amounts realized from such sales shall be
credited to the Owner as a deduction from the Cost of the Work.

§ A.2.5 COSTS OF OTHER MATERIALS AND EQUIPMENT, TEMPORARY FACILITIES AND RELATED ITEMS
§ A.2.5.1 Costs of transportation, storage, installation, maintenance, dismantling and removal of materials, supplies,
temporary facilities, machinery, equipment and hand tools not customarily owned by construction workers that are
provided by the Contractor at the site and fully consumed in the performance of the Work. Costs of materials, supplies,
temporary facilities, machinery, equipment and tools that are not fully consumed shall be based on the cost or value of
the item at the time it is first used on the Project site less the value of the item when it is no longer used at the Project
site. Costs for items not fully consumed by the Contractor shall mean fair market value.

§ A.2.5.2 Rental charges for temporary facilities, machinery, equipment and hand tools not customarily owned by
construction workers that are provided by the Contractor at the site and costs of transportation, installation, minor
repairs, dismantling and removal. The total rental cost of any Contractor-owned item may not exceed the purchase price
of any comparable item. Rates of Contractor-owned equipment and quantities of equipment shall be subject to the
Owner's prior approval.

§ A.2.5.3 Costs of removal of debris from the site of the Work and its proper and legal disposal.

§ A.2.5.4 Costs of document reproductions, facsimile transmissions and long-distance telephone calls, postage and parcel
delivery charges, telephone service at the site and reasonable petty cash expenses of the site office.

§ A.2.5.5 Costs of materials and equipment suitably stored off the site at a mutually acceptable location, with the
Owner's prior approval.

§ A.2.6 MISCELLANEOUS COSTS
§ A.2.6.1 Premiums for that portion of insurance and bonds required by the Contract Documents that can be directly
attributed to this Contract. Self-insurance for either full or partial amounts of the coverages required by the Contract
Documents, with the Owner's prior approval.

§ A.2.6.2 Sales, use or similar taxes imposed by a governmental authority that are related to the Work and for which the
Contractor is liable.

§ A.2.6.3 Fees and assessments for the building permit and for other permits, licenses and inspections for which the
Contractor is required by the Contract Documents to pay.

§ A.2.6.4 Fees of laboratories for tests required by the Contract Documents, except those related to defective or
nonconforming Work for which reimbursement is excluded by Article 18 of the Agreement or by other provisions of
the Contract Documents, and which do not fall within the scope of Section A.2.7.3.

§ A.2.6.5 Royalties and license fees paid for the use of a particular design, process or product required by the Contract
Documents; the cost of defending suits or claims for infringement of patent rights arising from such requirement of the
Contract Documents; and payments made in accordance with legal judgments against the Contractor resulting from
such suits or claims and payments of settlements made with the Owner's consent. However, such costs of legal
defenses, judgments and settlements shall not be included in the calculation of the Contractor's Fee or subject to the
Guaranteed Maximum Price. If such royalties, fees and costs are excluded by the last sentence of Section 9.13 of the
Agreement or other provisions of the Contract Documents, then they shall not be included in the Cost of the Work.

§ A.2.6.6 Costs for electronic equipment and software, directly related to the Work with the Owner's prior approval.

§ A.2.6.7 Deposits lost for causes other than the Contractor's negligence or failure to fulfill a specific responsibility in
the Contract Documents.

§ A.2.6.8 Legal, mediation and arbitration costs, including attorneys' fees, other than those arising from disputes between
the Owner and Contractor, reasonably incurred by the Contractor after the execution of this Agreement in the
performance of the Work and with the Owner's prior approval, which shall not be unreasonably withheld.

§ A.2.6.9 Subject to the Owner's prior approval, expenses incurred in accordance with the Contractor's standard written
personnel policy for relocation and temporary living allowances of the Contractor's personnel required for the Work.
Init.
/
AIA Document A107™ – 2007. Copyright © 1936, 1951, 1958, 1961, 1963, 1966, 1970, 1974, 1978, 1987, 1997 and 2007 by The American Institute of
Architects. WARNING: This AIA
®
Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or
distribution of this AIA
®
Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum
extent possible under the law. Purchasers are permitted to reproduce ten (10) copies of this document when completed. To report copyright violations of
AIA Contract Documents, e-mail The American Institute of Architects’ legal counsel, copyright@aia.org.

4


§ A.2.6.10 That portion of the reasonable expenses of the Contractor's supervisory or administrative personnel incurred
while traveling in discharge of duties connected with the Work.

§ A.2.7 OTHER COSTS AND EMERGENCIES
§ A.2.7.1 Other costs incurred in the performance of the Work if, and to the extent, approved in advance in writing by
the Owner.

§ A.2.7.2 Costs incurred in taking action to prevent threatened damage, injury or loss in case of an emergency affecting
the safety of persons and property.

§ A.2.7.3 Costs of repairing or correcting damaged or nonconforming Work executed by the Contractor, Subcontractors
or suppliers, provided that such damaged or nonconforming Work was not caused by negligence or failure to fulfill a
specific responsibility of the Contractor and only to the extent that the cost of repair or correction is not recovered by
the Contractor from insurance, sureties, Subcontractors, suppliers, or others.

§ A.2.8 RELATED PARTY TRANSACTIONS
§ A.2.8.1 For purposes of Section A.2.8, the term “related party” shall mean a parent, subsidiary, affiliate or other entity
having common ownership or management with the Contractor; any entity in which any stockholder in, or management
employee of, the Contractor owns any interest in excess of ten percent in the aggregate; or any person or entity which
has the right to control the business or affairs of the Contractor. The term “related party” includes any member of the
immediate family of any person identified above.

§ A.2.8.2 If any of the costs to be reimbursed arise from a transaction between the Contractor and a related party, the
Contractor shall notify the Owner of the specific nature of the contemplated transaction, including the identity of the
related party and the anticipated cost to be incurred, before any such transaction is consummated or cost incurred. If the
Owner, after such notification, authorizes the proposed transaction, then the cost incurred shall be included as a cost to
be reimbursed, and the Contractor shall procure the Work, equipment, goods or service from the related party, as a
Subcontractor, according to the terms of Article A.5. If the Owner fails to authorize the transaction, the Contractor shall
procure the Work, equipment, goods or service from some person or entity other than a related party according to the
terms of Article A.5.

ARTICLE A.3 COSTS NOT TO BE REIMBURSED
§ A.3.1 The Cost of the Work shall not include the items listed below:
.1 Salaries and other compensation of the Contractor's personnel stationed at the Contractor's principal
office or offices other than the site office, except as specifically provided in Section A2.2.2;
.2 Expenses of the Contractor's principal office and offices other than the site office;
.3 Overhead and general expenses, except as may be expressly included in Article A.2;
.4 The Contractor's capital expenses, including interest on the Contractor's capital employed for the Work;
.5 Except as provided in Section A.2.7.3 of this Agreement, costs due to the negligence or failure of the
Contractor, Subcontractors and suppliers or anyone directly or indirectly employed by any of them or for
whose acts any of them may be liable to fulfill a specific responsibility of the Contract;
.6 Any cost not specifically and expressly described in Article A.2; and
.7 Costs, other than costs included in Change Orders approved by the Owner, that would cause the
Guaranteed Maximum Price to be exceeded.

ARTICLE A.4 DISCOUNTS, REBATES AND REFUNDS
§ A.4.1 Cash discounts obtained on payments made by the Contractor shall accrue to the Owner if (1) before making the
payment, the Contractor included them in an Application for Payment and received payment from the Owner, or (2) the
Owner has deposited funds with the Contractor with which to make payments; otherwise, cash discounts shall accrue to
the Contractor. Trade discounts, rebates, refunds and amounts received from sales of surplus materials and equipment
shall accrue to the Owner, and the Contractor shall make provisions so that they can be obtained.

§ A.4.2 Amounts that accrue to the Owner in accordance with Section A.4.1 shall be credited to the Owner as a
deduction from the Cost of the Work.

ARTICLE A.5 SUBCONTRACTS AND OTHER AGREEMENTS
§ A.5.1 Those portions of the Work that the Contractor does not customarily perform with the Contractor's own
personnel shall be performed under subcontracts or by other appropriate agreements with the Contractor. The Owner
Init.
/
AIA Document A107™ – 2007. Copyright © 1936, 1951, 1958, 1961, 1963, 1966, 1970, 1974, 1978, 1987, 1997 and 2007 by The American Institute of
Architects. WARNING: This AIA
®
Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or
distribution of this AIA
®
Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum
extent possible under the law. Purchasers are permitted to reproduce ten (10) copies of this document when completed. To report copyright violations of
AIA Contract Documents, e-mail The American Institute of Architects’ legal counsel, copyright@aia.org.

5

may designate specific persons from whom, or entities from which, the Contractor shall obtain bids. The Contractor
shall obtain bids from Subcontractors and from suppliers of materials or equipment fabricated especially for the Work
and shall deliver such bids to the Architect. The Owner shall then determine, with the advice of the Contractor and the
Architect, which bids will be accepted. The Contractor shall not be required to contract with anyone to whom the
Contractor has reasonable objection.

§ A.5.2 When a the Contractor has provided a Guaranteed Maximum Price, and a specific bidder (1) is recommended to
the Owner by the Contractor; (2) is qualified to perform that portion of the Work; and (3) has submitted a bid that
conforms to the requirements of the Contract Documents without reservations or exceptions, but the Owner requires
that another bid be accepted, then the Contractor may require that a Change Order be issued to adjust the Guaranteed
Maximum Price by the difference between the bid of the person or entity recommended to the Owner by the Contractor
and the amount of the subcontract or other agreement actually signed with the person or entity designated by the Owner.

§ A.5.3 Subcontracts or other agreements shall conform to the applicable payment provisions of this Agreement, and
shall not be awarded on the basis of cost plus a fee without the prior consent of the Owner. If the subcontract is awarded
on a cost-plus a fee basis, the Contractor shall provide in the subcontract for the Owner to receive the same audit rights
with regard to the Subcontractor as the Owner receives with regard to the Contractor in Article A.6, below.

ARTICLE A.6 ACCOUNTING RECORDS
§ A.6.1 The Contractor shall keep full and detailed records and accounts related to the cost of the Work and exercise
such controls as may be necessary for proper financial management under this Contract and to substantiate all costs
incurred. The accounting and control systems shall be satisfactory to the Owner. The Owner and the Owner's auditors
shall, during regular business hours and upon reasonable notice, be afforded access to, and shall be permitted to audit
and copy, the Contractor's records and accounts, including complete documentation supporting accounting entries,
books, correspondence, instructions, drawings, receipts, subcontracts, Subcontractor's proposals, purchase orders,
vouchers, memoranda and other data relating to this Contract. The Contractor shall preserve these records, for a period
of three years after final payment, or for such longer period as may be required by law.

§ A.6.2 When the Contractor believes that all the Work required by the Agreement has been fully performed, the
Contractor shall deliver to the Owner’s auditors a final accounting of the Cost of the Work.

§ A.6.3 The Owner’s auditors will review and report in writing on the Contractor’s final accounting within 30 days after
delivery of the final accounting to the Architect by the Contractor. Based upon such Cost of the Work as the Owner’s
auditors report to be substantiated by the Contractor’s final accounting, and provided the other conditions of Section 4.2.1
of the Agreement have been met, the Architect will, within seven days after receipt of the written report of the Owner’s
auditors, either issue to the Owner a final Certificate for Payment with a copy to the Contractor, or notify the Contractor
and Owner in writing of the Architect's reasons for withholding a certificate as provided in Section 15.2.3 of the
Agreement. The Architect is not responsible for verifying the accuracy of the Contractor's final accounting.

§ A.6.4 If the Owner’s auditors report the Cost of the Work as substantiated by the Contractor’s final accounting to be less
than claimed by the Contractor, the Contractor shall be entitled to request mediation of the dispute without a further
decision of the Architect. A request for mediation shall be made by the Contractor within 30 days after the Contractor's
receipt of a copy of the Architect's final Certificate for Payment. If the Contractor fails to request mediation within this 30-
day period, the substantiated amount reported by the Owner’s auditors shall become binding on the Contractor. Pending a
final resolution of the disputed amount, the Owner shall pay the Contractor the amount, if any, determined by the Owner’s
auditors to be due the Contractor.

§ A.6.5 If, subsequent to final payment and at the Owner’s request, the Contractor incurs costs in connection with the
correction of defective or non-conforming work as described in Article A.2, Costs to be Reimbursed, and not excluded by
Article A.3, Costs Not to be Reimbursed, the Owner shall reimburse the Contractor such costs and the Contractor’s Fee
applicable thereto on the same basis as if such costs had been incurred prior to final payment, but not in excess of the
Guaranteed Maximum Price, if any. If the Contractor has participated in savings, the amount of such savings shall be
recalculated and appropriate credit given to the Owner in determining the net amount to be paid by the Owner to the
Contractor.
Document A121
TM
CMc – 2003 and
AGC Document 565 Instructions
Standard Form of Agreement Between Owner and Construction Manager
where the Construction Manager is Also the Constructor
AIA Document A121™CMc – 2003 and AGC Document 565. Copyright © 1991 and 2003 by The American Institute of Architects. All rights reserved.
WARNING: This AIA
®
Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this
AIA
®
Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible
under the law. Purchasers are permitted to reproduce ten (10) copies of this document when completed. To report copyright violations of AIA Contract
Documents, e-mail The American Institute of Architects’ legal counsel, copyright@aia.org.




GENERAL INFORMATION

Background . This document has been developed through the joint efforts of the American Institute of Architects and the
Associated General Contractors of America. AIA designates this document as AIA® Document A121™CMc, and AGC
designates it as AGC Document 565. During the drafting process, consideration was given to comments received from other
parties representing a diversity of view points and interests who may be affected by use of this document on their projects. A
sincere attempt has been made to achieve a reasonable balance of all interests within the construction community.

Purpose . This document is intended to be used on construction projects where a Construction Manager, in addition to
acting as an advisor to the Owner during the design period, assumes financial responsibility for the construction of the
Project. The Construction Manager provides the Owner with a Guaranteed Maximum Price proposal which the Owner
may accept, reject or choose to negotiate. Upon the Owner’s acceptance of the Guaranteed Maximum Price by execution
of Amendment No. 1, the Construction Manager becomes contractually bound to provide the actual labor and materials
for the Project. The Construction Manager’s services under this document are divided into two phases: the
Preconstruction Phase and the Construction Phase, portions of which may proceed concurrently. The parties are advised
to consult with counsel as to the applicability of any statutes or regulations that may apply to the use of this Agreement in
the jurisdiction where the Project is located.

Related Documents . This document is coordinated for use with the following AIA® Documents: A201™-1997, General
Conditions of the Contract for Construction, and B151™-1997, Abbreviated Standard Form of Agreement Between
Owner and Architect. Note especially, as stated in Section 1.2 of this document, that A201™-1997 is adopted only to a
limited extent for the Preconstruction Phase services, whereas during the Construction Phase services, A201™-1997 is
generally incorporated into this document, unless specific exceptions are made in this document or by amendment.

Note also that modifications to B151 will be required to coordinate with this document; model provisions for such
modifications may be found in AIA® Document B511™-2001, Guide for Amendments to AIA Owner-Architect
Agreements.

To avoid confusion and ambiguity, DO NOT USE this document with any other AIA or AGC construction management
documents wherein the Construction Manager serves as advisor to and representative of the Owner, but does not perform
or assume financial responsibility for construction work. For that delivery method, where the construction manager serves
as an advisor, not a constructor, AIA and AGC each publish other agreements between Owner and Construction Manager,
unrelated to this document, known as AIA® Document B801™CMa-1992 and AGC Document 510, respectively.

The differences between this document and B801™CMa-1992 or ACG 510 are illustrated in the two diagrams below:



Use of Current AIA Contract Documents . Prior to using any AIA Contract Document, users should consult
www.aia.org/documents or a local AIA component to verify the most recent edition.

Why Use AIA Contract Documents AIA . Contract Documents are the products of a consensus-building process aimed
at balancing the interests of all parties involved in design and construction projects. The documents reflect actual industry
practice, not theory. They are state-of-the-art legal documents regularly revised to keep up with changes in law and the
1
AIA Document A121™CMc – 2003 and AGC Document 565. Copyright © 1991 and 2003 by The American Institute of Architects. All rights reserved.
WARNING: This AIA
®
Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this
AIA
®
Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible
under the law. Purchasers are permitted to reproduce ten (10) copies of this document when completed. To report copyright violations of AIA Contract
Documents, e-mail The American Institute of Architects’ legal counsel, copyright@aia.org.

industry-yet they are written, as far as possible, in everyday language. The standard AIA documents have been developed
through more than 100 years and have been tested repeatedly in the courts.

Standard Forms. Most AIA Contract Documents published since 1906 have contained in their titles the words “standard
form.” “Standard” is not meant to imply that a uniform set of contractual requirements is mandatory for AIA members or
others in the construction industry. Rather, the AIA standard form documents are intended for use as fair and balanced
baselines from which parties can begin to negotiate. AIA Contract Documents are flexible and may be modified to suit
individual projects, but in such a way that modifications may be easily distinguished from original AIA language.

Letter Forms of Agreement. Generally, the AIA discourages Letter Forms of Agreement and oral agreements or
understandings as the basis for the performance of a part or the whole of the Work.

Use of Non-AIA Contract Documents. If a combination of AIA Contract Documents and non-AIA documents is to be
used, particular care must be taken to achieve consistency of language and intent among documents.

Reproductions. This document is a copyrighted work and may not be reproduced or excerpted 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 A121™CMc,
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, e-mail the American Institute of Architects’ legal counsel,
copyright@aia.org.

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.

Dispute Resolution-Mediation and Arbitration. Through its adoption by reference of AIA® Document A201™-1997,
General Conditions of the Contract for Construction, this document provides for mediation and arbitration of claims and
disputes. Mediation is mandatory under the terms of this Agreement, followed by mandatory arbitration for any dispute
not resolved in mediation. 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, arbitration provisions may be enforceable under the
Federal Arbitration Act.

Arbitration provisions have been included in most AIA Contract Documents since 1888 in order to encourage alternative
dispute resolution procedures and to provide users with legally enforceable arbitration provisions when the parties choose
to adopt arbitration into their contract. Individuals may, however, choose to delete the arbitration provisions based upon
their business decisions with the advice of counsel.

2
AIA Document A121™CMc – 2003 and AGC Document 565. Copyright © 1991 and 2003 by The American Institute of Architects. All rights reserved.
WARNING: This AIA
®
Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this
AIA
®
Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible
under the law. Purchasers are permitted to reproduce ten (10) copies of this document when completed. To report copyright violations of AIA Contract
Documents, e-mail The American Institute of Architects’ legal counsel, copyright@aia.org.

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, call the American Arbitration Association (AAA) at (800) 778-
7879, or visit the AAA Web site, www.adr.org.

Limitations on Professional Services. With reference to Section 2.4, the Contract Documents or a separate agreement
may require the Construction Manager to furnish or obtain certain design services that may be necessary or customary in
connection with the Construction Manager’s Work. An example of such services is the design of sheeting and shoring.
Prior to undertaking any such commitments, the Construction Manager should be certain that these services are performed
by a licensed professional with adequate insurance to cover liability arising from design.

DO NOT use this document as a design-build contract or as a document committing the Construction Manager to provide
substantial portions of the design work.

CHANGES FROM THE PREVIOUS EDITION

Changes in Content. A121™CMc-2003 revises the 1991 edition of A121/CMc to reflect changes made in AIA Document
A201™-1997. The document incorporates alterations proposed by architects, contractors, owners and professional
consultants. The following are some of the significant changes made to the contents from the 1991 edition of A121/CMc:

Throughout: References in A121™CMc-2003 to the General Conditions refer specifically to A201™-1997.

COMPLETING THE A121™CMC-2003 DOCUMENT

Cover Page:
Agreement Date. This 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 Owner, the date authorizing action to be
taken or the date of actual execution (signing) of the Agreement.

Identification of Parties Parties. to this Agreement should be identified using the full address and 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, 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 Description. 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 Project premises, if known; and (3) the size, capacity or scope of the Project, if known.

Article 4 Compensation and Payments for Preconstruction Phase Services
§ 4.1.1 Sample language is provided below for describing three methods of computing compensation. Stipulated Sum:

“Compensation shall be the stipulated sum of ________ Dollars ($______), plus the following reimbursable cost items:”

Multiple of Direct Personnel Expense:
“Compensation based on a multiple of times Direct Personnel Expense (as defined in § 4.1.3) of Construction Manager’s
personnel, plus the following reimbursable cost items:”

Actual Cost:
“Compensation shall be based on actual costs incurred in the performance of the Preconstruction Phase services.” (A
maximum cost may be established.)

§ 4.1.2 Insert the number of days beyond which the Construction Manager’s compensation shall be adjusted.

§ 4.2.2 Insert the number of days within which payment is due after the receipt of the Construction Manager’s invoice by
the Owner. If the rate of interest on late payments is to be different from the legal rate, insert the agreed-upon rate of
interest. In setting such rates, pay particular attention to the warning in the document about obtaining legal advice.

Article 5 Compensation for Construction Phase Services
§ 5.1.1 Insert the Construction Manager’s Fee. Sample language is provided below for describing two methods of
determining the fee.

Lump Sum: The Construction Manager’s Fee shall be the lump sum of ________ Dollars ($______).”

Percentage of Cost of the Work: “The Construction Manager’s Fee shall be based on ________ percent (___%) of the
actual Cost of the Work as defined in Article 6.” (This method may be used prior to establishing a Guaranteed Maximum
Price, at which time the percentage fee should be converted to a lump sum.)

§ 5.2.1 The following is model language that may be used for a savings clause:
“If the actual Cost of the Work plus the Construction Manager’s Fee is less than the adjusted Guaranteed Maximum Price,
the Owner shall pay ________ percent (___%) of such savings to the Construction Manager. Such payment shall be made
at the time of final payment of the Contract Sum.”

“In the event that after final payment the Construction Manager incurs costs which are described in § 6.1 and not
excluded by § 6.2 and which do not exceed the adjusted Guaranteed Maximum Price, the Owner and Construction
Manager shall bear such costs in accordance with their respective percentages of the savings.”
3
AIA Document A121™CMc – 2003 and AGC Document 565. Copyright © 1991 and 2003 by The American Institute of Architects. All rights reserved.
WARNING: This AIA
®
Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this
AIA
®
Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible
under the law. Purchasers are permitted to reproduce ten (10) copies of this document when completed. To report copyright violations of AIA Contract
Documents, e-mail The American Institute of Architects’ legal counsel, copyright@aia.org.


Article 6 Cost of the Work for Construction Phase
§ 6.1.2.2 Insert the classifications and names of personnel who are to be charged to the Work but are not located at the
site office.

§ 6.1.6.1 Insert the basis for allocating the charge for self-insurance, if any.

Article 7 Payments for Construction Phase Services
§ 7.1.2 Insert the time period covered by each Application for Payment if different from that stated.

§ 7.1.3 Insert the day of the month on which progress payments are due, indicating whether such day is to be in the same
or the following month after receipt by the Architect of the relevant Application for Payment. (The amount of time should
be not less than ten days as provided in Article 9 of A201™-1997 to allow sufficient time to process the payment
applications.)

§ 7.1.7.3 Indicate the percent of retainage, if any, to be withheld from the Construction Manager’s Fee when computing
the amount of each progress payment.

§ 7.1.8 Indicate the percent of retainage, if any, to be withheld when determining the maximum payment to
Subcontractors to be included in each of the Construction Manager’s Applications for Payment. The retainage may vary
with circumstances and localities. The AIA and AGC endorse the practice of reducing retainage as rapidly as possible,
consistent with the continued protection of all affected parties. See AIA Document A511, Guide for Supplementary
Conditions, for further discussion.

§ 7.2.1 Insert a time period for final payment if it differs from the 30-day period given in the document.

Article 8 Insurance and Bonds
These provisions should be filled in with the assistance of insurance counsel, who should verify that the proposed
insurance policies carry the appropriate limits and comply with Article 11 of A201™-1997.

§ 8.3.1 Indicate whether the Construction Manager shall or shall not be required to furnish payment and performance bonds.

EXECUTING THE AGREEMENT

The Owner and Contractor should execute this Agreement in not less than triplicate. Persons executing the Agreement should
indicate the capacity in which they are acting 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.

AMENDMENT NO. 1 AGREEMENT BETWEEN OWNER AND CONSTRUCTION MANAGER

This Amendment will typically be completed by the Construction Manager in accordance with § 2.2 prior to the conclusion
of the Preconstruction Phase. The basic information required for insertion into the blanks of the first two sections of the
Amendment is self-explanatory. The following explanations are offered regarding the Exhibits and Contract time.

Exhibit A. Insert detailed information to identify Drawings, Specifications and other documents, especially by their
dates, since these documents evolve through a series of revisions and renditions. If necessary to avoid confusion, the
parties may wish to initial the most important documents and attach copies to the Amendment.

Exhibit B. A separate list of allowances should be attached to and referenced by this Amendment. Unless otherwise
changed in the Amendment and the Supplementary Conditions, the basis of the allowances will be as stipulated under §
3.8 of A201™-1997.

Exhibit C. It is typical for the Construction Manager to list assumptions and clarifications which qualify the Guaranteed
Maximum Price. These should be listed in sufficient detail so as to indicate clearly to the Owner the underlying basis for
the Guaranteed Maximum Price proposal.

Exhibit D. The time schedule may be simple or complex, but will typically show the Work segmented by tasks or trades
with each assigned a period of time for their performance. The schedule should indicate when related design information
is needed in order for the construction dates to be met.

Exhibit E. If the Owner has requested separate prices on divisible portions of the Project, the Construction Manager may
present those prices as Alternates for the Owner to choose from. The Alternates are listed by price and description of the
Work. The Alternates may be either additions to or subtractions from the Guaranteed Maximum Price. List with each
Alternate an acceptance date beyond which the Alternate Price will require adjustment.

Exhibit F. If a portion of the Work is to be paid for on a unit price basis, the Construction Manager should list those
prices along with a description of the Work to which they apply. An expiration date beyond which the unit prices may be
adjusted can also be included.

Article II: Contract Time. Insert a date for Substantial Completion of the Work. See § 9.8 of A201™-1997 for a
definition of Substantial Completion.

Execution of the Amendment. This Amendment should be executed by the same parties who signed the original
Agreement, or their designated successors. Any formalities to indicate the authority of the signatories which were done
for the original Agreement should also be carried out for this Amendment.
4
Document A121
TM
CMc – 2003 and
AGC Document 565
Standard Form of Agreement Between Owner and Construction Manager
where the Construction Manager is Also the Constructor
AIA Document A121™CMc – 2003 and AGC Document 565. Copyright © 1991 and 2003 by The American Institute of Architects. All rights reserved.
WARNING: This AIA
®
Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this
AIA
®
Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible
under the law. Purchasers are permitted to reproduce ten (10) copies of this document when completed. To report copyright violations of AIA Contract
Documents, e-mail The American Institute of Architects’ legal counsel, copyright@aia.org.

1

This document has important
legal consequences.
Consultation with an attorney
is encouraged with respect to
its completion or modification.
The 1997 Edition of AIA®
Document A201™, General
Conditions of the Contract for
Construction, is referred to
herein. This Agreement requires
modification if other general
conditions are utilized.

AGREEMENT made as of the day of
in the year of
(In words, indicate day, month and year)

BETWEEN the Owner:
(Name and address)






and the Construction Manager:
(Name and address)






The Project is:
(Name, address and brief description)







The Architect is:
(Name and address)















The Owner and Construction Manager agree as set forth below:
AIA Document A121™CMc – 2003 and AGC Document 565. Copyright © 1991 and 2003 by The American Institute of Architects. All rights reserved.
WARNING: This AIA
®
Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this
AIA
®
Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible
under the law. Purchasers are permitted to reproduce ten (10) copies of this document when completed. To report copyright violations of AIA Contract
Documents, e-mail The American Institute of Architects’ legal counsel, copyright@aia.org.

2

TABLE OF CONTENTS
ARTICLE 1 GENERAL PROVISIONS
§ 1.1 Relationship of the Parties
§ 1.2 General Conditions

ARTICLE 2 CONSTRUCTION MANAGER’S RESPONSIBILITIES
§ 2.1 Preconstruction Phase
§ 2.2 Guaranteed Maximum Price Proposal and Contract Time
§ 2.3 Construction Phase
§ 2.4 Professional Services
§ 2.5 Hazardous Materials

ARTICLE 3 OWNER’S RESPONSIBILITIES
§ 3.1 Information and Services
§ 3.2 Owner’s Designated Representative
§ 3.3 Architect
§ 3.4 Legal Requirements

ARTICLE 4 COMPENSATION AND PAYMENTS FOR PRECONSTRUCTION PHASE SERVICES
§ 4.1 Compensation
§ 4.2 Payments

ARTICLE 5 COMPENSATION FOR CONSTRUCTION PHASE SERVICES
§ 5.1 Compensation
§ 5.2 Guaranteed Maximum Price
§ 5.3 Changes in the Work

ARTICLE 6 COST OF THE WORK FOR CONSTRUCTION PHASE
§ 6.1 Costs to Be Reimbursed
§ 6.2 Costs Not to Be Reimbursed
§ 6.3 Discounts, Rebates and Refunds
§ 6.4 Accounting Records

ARTICLE 7 CONSTRUCTION PHASE
§ 7.1 Progress Payments
§ 7.2 Final Payment

ARTICLE 8 INSURANCE AND BONDS
§ 8.1 Insurance Required of the Construction Manager
§ 8.2 Insurance Required of the Owner
§ 8.3 Performance Bond and Payment Bond

ARTICLE 9 MISCELLANEOUS PROVISIONS
§ 9.1 Dispute Resolution
§ 9.2 Other Provisions

ARTICLE 10 TERMINATION OR SUSPENSION
§ 10.1 Termination Prior to Establishing Guaranteed Maximum Price
§ 10.2 Termination Subsequent to Establishing Guaranteed Maximum Price
§ 10.3 Suspension

ARTICLE 11 OTHER CONDITIONS AND SERVICES

AIA Document A121™CMc – 2003 and AGC Document 565. Copyright © 1991 and 2003 by The American Institute of Architects. All rights reserved.
WARNING: This AIA
®
Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this
AIA
®
Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible
under the law. Purchasers are permitted to reproduce ten (10) copies of this document when completed. To report copyright violations of AIA Contract
Documents, e-mail The American Institute of Architects’ legal counsel, copyright@aia.org.

3

ARTICLE 1 GENERAL PROVISIONS
§ 1.1 RELATIONSHIP OF PARTIES
The Construction Manager accepts the relationship of trust and confidence established with the Owner by this Agreement,
and covenants with the Owner to furnish the Construction Manager’s reasonable skill and judgment and to cooperate with
the Architect in furthering the interests of the Owner. The Construction Manager shall furnish construction administration
and management services and use the Construction Manager’s best efforts to perform the Project in an expeditious and
economical manner consistent with the interests of the Owner. The Owner shall endeavor to promote harmony and
cooperation among the Owner, Architect, Construction Manager and other persons or entities employed by the Owner for
the Project.

§ 1.2 GENERAL CONDITIONS
For the Construction Phase, the General Conditions of the contract shall be the AIA® Document A201™–1997, General
Conditions of the Contract for Construction, which is incorporated herein by reference. For the Preconstruction Phase, or
in the event that the Preconstruction and Construction Phases proceed concurrently, A201™–1997 shall apply to the
Preconstruction Phase only as specifically provided in this Agreement. The term “Contractor” as used in A201™–1997
shall mean the Construction Manager.

ARTICLE 2 CONSTRUCTION MANAGER’S RESPONSIBILITIES
The Construction Manager shall perform the services described in this Article. The services to be provided under Sections
2.1 and 2.2 constitute the Preconstruction Phase services. If the Owner and Construction Manager agree, after
consultation with the Architect, the Construction Phase may commence before the Preconstruction Phase is completed, in
which case both phases will proceed concurrently.

§ 2.1 PRECONSTRUCTION PHASE
§ 2.1.1 PRELIMINARY EVALUATION
The Construction Manager shall provide a preliminary evaluation of the Owner’s program and Project budget
requirements, each in terms of the other.

§ 2.1.2 CONSULTATION
The Construction Manager with the Architect shall jointly schedule and attend regular meetings with the Owner. The
Construction Manager shall consult with the Owner and Architect regarding site use and improvements and the selection
of materials, building systems and equipment. The Construction Manager shall provide recommendations on construction
feasibility; actions designed to minimize adverse effects of labor or material shortages; time requirements for
procurement, installation and construction completion; and factors related to construction cost, including estimates of
alternative designs or materials, preliminary budgets and possible economies.

§ 2.1.3 PRELIMINARY PROJECT SCHEDULE
When Project requirements described in Section 3.1.1 have been sufficiently identified, the Construction Manager shall
prepare, and periodically update, a preliminary Project schedule for the Architect’s review and the Owner’s approval. The
Construction Manager shall obtain the Architect’s approval of the portion of the preliminary Project schedule relating to
the performance of the Architect’s services. The Construction Manager shall coordinate and integrate the preliminary
Project schedule with the services and activities of the Owner, Architect and Construction Manager. As design proceeds,
the preliminary Project schedule shall be updated to indicate proposed activity sequences and durations, milestone dates
for receipt and approval of pertinent information, submittal of a Guaranteed Maximum Price proposal, preparation and
processing of shop drawings and samples, delivery of materials or equipment requiring long-lead-time procurement,
Owner’s occupancy requirements showing portions of the Project having occupancy priority, and proposed date of
Substantial Completion. If preliminary Project schedule updates indicate that previously approved schedules may not be
met, the Construction Manager shall make appropriate recommendations to the Owner and Architect.

§ 2.1.4 PHASED CONSTRUCTION
The Construction Manager shall make recommendations to the Owner and Architect regarding the phased issuance of
Drawings and Specifications to facilitate phased construction of the Work, if such phased construction is appropriate for
the Project, taking into consideration such factors as economies, time of performance, availability of labor and materials,
and provisions for temporary facilities.

§ 2.1.5 PRELIMINARY COST ESTIMATES
§ 2.1.5.1 When the Owner has sufficiently identified the Project requirements and the Architect has prepared other basic
design criteria, the Construction Manager shall prepare, for the review of the Architect and approval of the Owner, a
preliminary cost estimate utilizing area, volume or similar conceptual estimating techniques.
AIA Document A121™CMc – 2003 and AGC Document 565. Copyright © 1991 and 2003 by The American Institute of Architects. All rights reserved.
WARNING: This AIA
®
Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this
AIA
®
Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible
under the law. Purchasers are permitted to reproduce ten (10) copies of this document when completed. To report copyright violations of AIA Contract
Documents, e-mail The American Institute of Architects’ legal counsel, copyright@aia.org.

4

§ 2.1.5.2 When Schematic Design Documents have been prepared by the Architect and approved by the Owner, the
Construction Manager shall prepare, for the review of the Architect and approval of the Owner, a more detailed estimate
with supporting data. During the preparation of the Design Development Documents, the Construction Manager shall
update and refine this estimate at appropriate intervals agreed to by the Owner, Architect and Construction Manager.

§ 2.1.5.3 When Design Development Documents have been prepared by the Architect and approved by the Owner, the
Construction Manager shall prepare a detailed estimate with supporting data for review by the Architect and approval by
the Owner. During the preparation of the Construction Documents, the Construction Manager shall update and refine this
estimate at appropriate intervals agreed to by the Owner, Architect and Construction Manager.

§ 2.1.5.4 If any estimate submitted to the Owner exceeds previously approved estimates or the Owner’s budget, the
Construction Manager shall make appropriate recommendations to the Owner and Architect.

§ 2.1.6 SUBCONTRACTORS AND SUPPLIERS
The Construction Manager shall seek to develop subcontractor interest in the Project and shall furnish to the Owner and
Architect for their information a list of possible subcontractors, including suppliers who are to furnish materials or
equipment fabricated to a special design, from whom proposals will be requested for each principal portion of the Work.
The Architect will promptly reply in writing to the Construction Manager if the Architect or Owner know of any
objection to such subcontractor or supplier. The receipt of such list shall not require the Owner or Architect to investigate
the qualifications of proposed subcontractors or suppliers, nor shall it waive the right of the Owner or Architect later to
object to or reject any proposed subcontractor or supplier.

§ 2.1.7 LONG-LEAD-TIME ITEMS
The Construction Manager shall recommend to the Owner and Architect a schedule for procurement of long-lead-time
items which will constitute part of the Work as required to meet the Project schedule. If such long-lead-time items are
procured by the Owner, they shall be procured on terms and conditions acceptable to the Construction Manager. Upon the
Owner’s acceptance of the Construction Manager’s Guaranteed Maximum Price proposal, all contracts for such items
shall be assigned by the Owner to the Construction Manager, who shall accept responsibility for such items as if procured
by the Construction Manager. The Construction Manager shall expedite the delivery of long-lead-time items.

§ 2.1.8 EXTENT OF RESPONSIBILITY
The Construction Manager does not warrant or guarantee estimates and schedules except as may be included as part of the
Guaranteed Maximum Price. The recommendations and advice of the Construction Manager concerning design
alternatives shall be subject to the review and approval of the Owner and the Owner’s professional consultants. It is not
the Construction Manager’s responsibility to ascertain that the Drawings and Specifications are in accordance with
applicable laws, statutes, ordinances, building codes, rules and regulations. However, if the Construction Manager
recognizes that portions of the Drawings and Specifications are at variance therewith, the Construction Manager shall
promptly notify the Architect and Owner in writing.

§ 2.1.9 EQUAL EMPLOYMENT OPPORTUNITY AND AFFIRMATIVE ACTION
The Construction Manager shall comply with applicable laws, regulations and special requirements of the Contract
Documents regarding equal employment opportunity and affirmative action programs.

§ 2.2 GUARANTEED MAXIMUM PRICE PROPOSAL AND CONTRACT TIME
§ 2.2.1 When the Drawings and Specifications are sufficiently complete, the Construction Manager shall propose a Guaranteed
Maximum Price, which shall be the sum of the estimated Cost of the Work and the Construction Manager’s Fee.

§ 2.2.2 As the Drawings and Specifications may not be finished at the time the Guaranteed Maximum Price proposal is
prepared, the Construction Manager shall provide in the Guaranteed Maximum Price for further development of the
Drawings and Specifications by the Architect that is consistent with the Contract Documents and reasonably inferable
therefrom. Such further development does not include such things as changes in scope, systems, kinds and quality of
materials, finishes or equipment, all of which, if required, shall be incorporated by Change Order.

§ 2.2.3 The estimated Cost of the Work shall include the Construction Manager’s contingency, a sum established by the
Construction Manager for the Construction Manager’s exclusive use to cover costs arising under Section 2.2.2 and other
costs which are properly reimbursable as Cost of the Work but not the basis for a Change Order.

§ 2.2.4 BASIS OF GUARANTEED MAXIMUM PRICE
The Construction Manager shall include with the Guaranteed Maximum Price proposal a written statement of its basis,
which shall include:
AIA Document A121™CMc – 2003 and AGC Document 565. Copyright © 1991 and 2003 by The American Institute of Architects. All rights reserved.
WARNING: This AIA
®
Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this
AIA
®
Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible
under the law. Purchasers are permitted to reproduce ten (10) copies of this document when completed. To report copyright violations of AIA Contract
Documents, e-mail The American Institute of Architects’ legal counsel, copyright@aia.org.

5

.1 A list of the Drawings and Specifications, including all addenda thereto and the Conditions of the Contract,
which were used in preparation of the Guaranteed Maximum Price proposal.
.2 A list of allowances and a statement of their basis.
.3 A list of the clarifications and assumptions made by the Construction Manager in the preparation of the
Guaranteed Maximum Price proposal to supplement the information contained in the Drawings and
Specifications.
.4 The proposed Guaranteed Maximum Price, including a statement of the estimated cost organized by trade
categories, allowances, contingency, and other items and the Fee that comprise the Guaranteed Maximum
Price.
.5 The Date of Substantial Completion upon which the proposed Guaranteed Maximum Price is based, and a
schedule of the Construction Documents issuance dates upon which the date of Substantial Completion is
based.

§ 2.2.5 The Construction Manager shall meet with the Owner and Architect to review the Guaranteed Maximum Price
proposal and the written statement of its basis. In the event that the Owner or Architect discover any inconsistencies or
inaccuracies in the information presented, they shall promptly notify the Construction Manager, who shall make
appropriate adjustments to the Guaranteed Maximum Price proposal, its basis, or both.

§ 2.2.6 Unless the Owner accepts the Guaranteed Maximum Price proposal in writing on or before the date specified in the
proposal for such acceptance and so notifies the Construction Manager, the Guaranteed Maximum Price proposal shall
not be effective without written acceptance by the Construction Manager.

§ 2.2.7 Prior to the Owner’s acceptance of the Construction Manager’s Guaranteed Maximum Price proposal and issuance
of a Notice to Proceed, the Construction Manager shall not incur any cost to be reimbursed as part of the Cost of the
Work, except as the Owner may specifically authorize in writing.

§ 2.2.8 Upon acceptance by the Owner of the Guaranteed Maximum Price proposal, the Guaranteed Maximum Price and
its basis shall be set forth in Amendment No. 1. The Guaranteed Maximum Price shall be subject to additions and
deductions by a change in the Work as provided in the Contract Documents, and the Date of Substantial Completion shall
be subject to adjustment as provided in the Contract Documents.

§ 2.2.9 The Owner shall authorize and cause the Architect to revise the Drawings and Specifications to the extent
necessary to reflect the agreed-upon assumptions and clarifications contained in Amendment No. 1. Such revised
Drawings and Specifications shall be furnished to the Construction Manager in accordance with schedules agreed to by
the Owner, Architect and Construction Manager. The Construction Manager shall promptly notify the Architect and
Owner if such revised Drawings and Specifications are inconsistent with the agreed-upon assumptions and clarifications.

§ 2.2.10 The Guaranteed Maximum Price shall include in the Cost of the Work only those taxes which are enacted at the
time the Guaranteed Maximum Price is established.

§ 2.3 CONSTRUCTION PHASE
§ 2.3.1 GENERAL
§ 2.3.1.1 The Construction Phase shall commence on the earlier of:
(1) the Owner’s acceptance of the Construction Manager’s Guaranteed Maximum Price proposal and issuance
of a Notice to Proceed, or
(2) the Owner’s first authorization to the Construction Manager to:
(a) award a subcontract, or
(b) undertake construction Work with the Construction Manager’s own forces, or
(c) issue a purchase order for materials or equipment required for the Work.

§ 2.3.2 ADMINISTRATION
§ 2.3.2.1 Those portions of the Work that the Construction Manager does not customarily perform with the Construction
Manager’s own personnel shall be performed under subcontracts or by other appropriate agreements with the
Construction Manager. The Construction Manager shall obtain bids from Subcontractors and from suppliers of materials
or equipment fabricated to a special design for the Work from the list previously reviewed and, after analyzing such bids,
shall deliver such bids to the Owner and Architect. The Owner will then determine, with the advice of the Construction
Manager and subject to the reasonable objection of the Architect, which bids will be accepted. The Owner may designate
specific persons or entities from whom the Construction Manager shall obtain bids; however, if the Guaranteed Maximum
Price has been established, the Owner may not prohibit the Construction Manager from obtaining bids from other
AIA Document A121™CMc – 2003 and AGC Document 565. Copyright © 1991 and 2003 by The American Institute of Architects. All rights reserved.
WARNING: This AIA
®
Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this
AIA
®
Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible
under the law. Purchasers are permitted to reproduce ten (10) copies of this document when completed. To report copyright violations of AIA Contract
Documents, e-mail The American Institute of Architects’ legal counsel, copyright@aia.org.

6

qualified bidders. The Construction Manager shall not be required to contract with anyone to whom the Construction
Manager has reasonable objection.

§ 2.3.2.2 If the Guaranteed Maximum Price has been established and a specific bidder among those whose bids are
delivered by the Construction Manager to the Owner and Architect (1) is recommended to the Owner by the Construction
Manager; (2) is qualified to perform that portion of the Work; and (3) has submitted a bid which conforms to the
requirements of the Contract Documents without reservations or exceptions, but the Owner requires that another bid be
accepted, then the Construction Manager may require that a change in the Work be issued to adjust the Contract Time and
the Guaranteed Maximum Price by the difference between the bid of the person or entity recommended to the Owner by
the Construction Manager and the amount of the subcontract or other agreement actually signed with the person or entity
designated by the Owner.

§ 2.3.2.3 Subcontracts and agreements with suppliers furnishing materials or equipment fabricated to a special design shall
conform to the payment provisions of Sections 7.1.8 and 7.1.9 and shall not be awarded on the basis of cost plus a fee
without the prior consent of the Owner.

§ 2.3.2.4 The Construction Manager shall schedule and conduct meetings at which the Owner, Architect, Construction
Manager and appropriate Subcontractors can discuss the status of the Work. The Construction Manager shall prepare and
promptly distribute meeting minutes.

§ 2.3.2.5 Promptly after the Owner’s acceptance of the Guaranteed Maximum Price proposal, the Construction Manager
shall prepare a schedule in accordance with Section 3.10 of A201™–1997, including the Owner’s occupancy
requirements.

§ 2.3.2.6 The Construction Manager shall provide monthly written reports to the Owner and Architect on the progress of
the entire Work. The Construction Manager shall maintain a daily log containing a record of weather, Subcontractors
working on the site, number of workers, Work accomplished, problems encountered and other similar relevant data as the
Owner may reasonably require. The log shall be available to the Owner and Architect.

§ 2.3.2.7 The Construction Manager shall develop a system of cost control for the Work, including regular monitoring of
actual costs for activities in progress and estimates for uncompleted tasks and proposed changes. The Construction
Manager shall identify variances between actual and estimated costs and report the variances to the Owner and Architect
at regular intervals.

§ 2.4 PROFESSIONAL SERVICES
Section 3.12.10 of A201™–1997 shall apply to both the Preconstruction and Construction Phases.

§ 2.5 HAZARDOUS MATERIALS
Section 10.3 of A201™–1997 shall apply to both the Preconstruction and Construction Phases.

ARTICLE 3 OWNER’S RESPONSIBILITIES
§ 3.1 INFORMATION AND SERVICES
§ 3.1.1 The Owner shall provide full information in a timely manner regarding the requirements of the Project, including a
program which sets forth the Owner’s objectives, constraints and criteria, including space requirements and relationships,
flexibility and expandability requirements, special equipment and systems, and site requirements.

§ 3.1.2 The Owner shall, at the written request of the Construction Manager prior to commencement of the Construction
Phase and thereafter, furnish to the Construction Manager reasonable evidence that financial arrangements have been
made to fulfill the Owner’s obligations under the Contract. Furnishing of such evidence shall be a condition precedent to
commencement or continuation of the Work. After such evidence has been furnished, the Owner shall not materially vary
such financial arrangements without prior notice to the Construction Manager.

§ 3.1.3 The Owner shall establish and update an overall budget for the Project, based on consultation with the
Construction Manager and Architect, which shall include contingencies for changes in the Work and other costs which
are the responsibility of the Owner.

§ 3.1.4 STRUCTURAL AND ENVIRONMENTAL TESTS, SURVEYS AND REPORTS
In the Preconstruction Phase, the Owner shall furnish the following with reasonable promptness and at the Owner’s
expense. Except to the extent that the Construction Manager knows of any inaccuracy, the Construction Manager shall be
AIA Document A121™CMc – 2003 and AGC Document 565. Copyright © 1991 and 2003 by The American Institute of Architects. All rights reserved.
WARNING: This AIA
®
Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this
AIA
®
Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible
under the law. Purchasers are permitted to reproduce ten (10) copies of this document when completed. To report copyright violations of AIA Contract
Documents, e-mail The American Institute of Architects’ legal counsel, copyright@aia.org.

7

entitled to rely upon the accuracy of any such information, reports, surveys, drawings and tests described in Sections
3.1.4.1 through 3.1.4.4 but shall exercise customary precautions relating to the performance of the Work.

§ 3.1.4.1 Reports, surveys, drawings and tests concerning the conditions of the site which are required by law.

§ 3.1.4.2 Surveys describing physical characteristics, legal limitations and utility locations for the site of the Project, and a
written legal description of the site. The surveys and legal information shall include, as applicable, grades and lines of
streets, alleys, pavements and adjoining property and structures; adjacent drainage; rights-of-way, restrictions, easements,
encroachments, zoning, deed restrictions, boundaries and contours of the site; locations, dimensions and necessary data
pertaining to existing buildings, other improvements and trees; and information concerning available utility services and
lines, both public and private, above and below grade, including inverts and depths. All information on the survey shall be
referenced to a project benchmark.

§ 3.1.4.3 The services of a geotechnical engineer when such services are requested by the Construction Manager. Such
services may include but are not limited to test borings, test pits, determinations of soil bearing values, percolation tests,
evaluations of hazardous materials, ground corrosion and resistivity tests, including necessary operations for anticipating
subsoil conditions, with reports and appropriate professional recommendations.

§ 3.1.4.4 Structural, mechanical, chemical, air and water pollution tests, tests for hazardous materials, and other laboratory
and environmental tests, inspections and reports which are required by law.

§ 3.1.4.5 The services of other consultants when such services are reasonably required by the scope of the Project and are
requested by the Construction Manager.

§ 3.2 OWNER’S DESIGNATED REPRESENTATIVE
The Owner shall designate in writing a representative who shall have express authority to bind the Owner with respect to
all matters requiring the Owner’s approval or authorization. This representative shall have the authority to make decisions
on behalf of the Owner concerning estimates and schedules, construction budgets, and changes in the Work, and shall
render such decisions promptly and furnish information expeditiously, so as to avoid unreasonable delay in the services or
Work of the Construction Manager. Except as otherwise provided in Section 4.2.1 of A201™–1997, the Architect does
not have such authority.

§ 3.3 ARCHITECT
The Owner shall retain an Architect to provide Basic Services, including normal structural, mechanical and electrical
engineering services, other than cost estimating services, described in the edition of AIA® Document B151™–1997,
Abbreviated Standard Form of Agreement Between Owner and Architect current as of the date of this Agreement. The
Owner shall authorize and cause the Architect to provide those Additional Services described in B151™–1997, requested
by the Construction Manager which must necessarily be provided by the Architect for the Preconstruction and
Construction Phases of the Work. Such services shall be provided in accordance with time schedules agreed to by the
Owner, Architect and Construction Manager. Upon request of the Construction Manager, the Owner shall furnish to the
Construction Manager a copy of the Owner’s Agreement with the Architect, from which compensation provisions may be
deleted.

§ 3.4 LEGAL REQUIREMENTS
The Owner shall determine and advise the Architect and Construction Manager of any special legal requirements relating
specifically to the Project which differ from those generally applicable to construction in the jurisdiction of the Project.
The Owner shall furnish such legal services as are necessary to provide the information and services required under
Section 3.1.











AIA Document A121™CMc – 2003 and AGC Document 565. Copyright © 1991 and 2003 by The American Institute of Architects. All rights reserved.
WARNING: This AIA
®
Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this
AIA
®
Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible
under the law. Purchasers are permitted to reproduce ten (10) copies of this document when completed. To report copyright violations of AIA Contract
Documents, e-mail The American Institute of Architects’ legal counsel, copyright@aia.org.

8

ARTICLE 4 COMPENSATION AND PAYMENTS FOR PRECONSTRUCTION PHASE SERVICES
The Owner shall compensate and make payments to the Construction Manager for Preconstruction Phase services as follows:

§ 4.1 COMPENSATION
§ 4.1.1 For the services described in Sections 2.1 and 2.2, the Construction Manager’s compensation shall be calculated as
follows:
(State basis of compensation, whether a stipulated sum, multiple of Direct Personnel Expense, actual cost, etc. Include a
statement of reimbursable cost items as applicable.)






§ 4.1.2 Compensation for Preconstruction Phase Services shall be equitably adjusted if such services extend beyond
( ) days from the date of this Agreement or if the originally
contemplated scope of services is significantly modified.

§ 4.1.3 If compensation is based on a multiple of Direct Personnel Expense, Direct Personnel Expense is defined as the
direct salaries of the Construction Manager’s personnel engaged in 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.

§ 4.2 PAYMENTS
§ 4.2.1 Payments shall be made monthly following presentation of the Construction Manager’s invoice and, where
applicable, shall be in proportion to services performed.

§ 4.2.2 Payments are due and payable ( ) days from the date the
Construction Manager’s invoice is received by the Owner. Amounts unpaid after the date on which payment is due shall
bear interest at the rate entered below, or in the absence thereof, at the legal rate prevailing from time to time at the place
where the Project is located.
(Insert rate of interest agreed upon.)





(Usury laws and requirements under the Federal Truth in Lending Act, similar state and local consumer credit laws and
other regulations at the Owner’s and Contractor’s principal places of business, the location of the Project and elsewhere
may affect the validity of this provision. Legal advice should be obtained with respect to deletions or modifications, and
also regarding requirements such as written disclosures or waivers.)

ARTICLE 5 COMPENSATION FOR CONSTRUCTION PHASE SERVICES
The Owner shall compensate the Construction Manager for Construction Phase services as follows:

§ 5.1 COMPENSATION
§ 5.1.1 For the Construction Manager’s performance of the Work as described in Section 2.3, the Owner shall pay the
Construction Manager in current funds the Contract Sum consisting of the Cost of the Work as defined in Article 7 and
the Construction Manager’s Fee determined as follows:
(State a lump sum, percentage of actual Cost of the Work or other provision for determining the Construction Manager’s
Fee, and explain how the Construction Manager’s Fee is to be adjusted for changes in the Work.)









AIA Document A121™CMc – 2003 and AGC Document 565. Copyright © 1991 and 2003 by The American Institute of Architects. All rights reserved.
WARNING: This AIA
®
Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this
AIA
®
Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible
under the law. Purchasers are permitted to reproduce ten (10) copies of this document when completed. To report copyright violations of AIA Contract
Documents, e-mail The American Institute of Architects’ legal counsel, copyright@aia.org.

9

§ 5.2 GUARANTEED MAXIMUM PRICE
§ 5.2.1 The sum of the Cost of the Work and the Construction Manager’s Fee are guaranteed by the Construction Manager
not to exceed the amount provided in Amendment No. 1, subject to additions and deductions by changes in the Work as
provided in the Contract Documents. Such maximum sum as adjusted by approved changes in the Work is referred to in
the Contract Documents as the Guaranteed Maximum Price. Costs which would cause the Guaranteed Maximum Price to
be exceeded shall be paid by the Construction Manager without reimbursement by the Owner.
(Insert specific provisions if the Construction Manager is to participate in any savings.)








§ 5.3 CHANGES IN THE WORK
§ 5.3.1 Adjustments to the Guaranteed Maximum Price on account of changes in the Work subsequent to the execution of
Amendment No. 1 may be determined by any of the methods listed in Section 7.3.3 of A201™–1997.

§ 5.3.2 In calculating adjustments to subcontracts (except those awarded with the Owner’s prior consent on the basis of
cost plus a fee), the terms “cost” and “fee” as used in Section 7.3.3.3 of A201™–1997 and the terms “costs” and “a
reasonable allowance for overhead and profit” as used in Section 7.3.6 of A201™–1997 shall have the meanings assigned
to them in that document and shall not be modified by this Article 5. Adjustments to subcontracts awarded with the
Owner’s prior consent on the basis of cost plus a fee shall be calculated in accordance with the terms of those
subcontracts.

§ 5.3.3 In calculating adjustments to the Contract, the terms “cost” and “costs” as used in the above-referenced provisions
of A201™–1997 shall mean the Cost of the Work as defined in Article 6 of this Agreement, and the term “and a
reasonable allowance for overhead and profit” shall mean the Construction Manager’s Fee as defined in Section 5.1.1 of
this Agreement.

§ 5.3.4 If no specific provision is made in Section 5.1.1 for adjustment of the Construction Manager’s Fee in the case of
changes in the Work, or if the extent of such changes is such, in the aggregate, that application of the adjustment
provisions of Section 5.1.1 will cause substantial inequity to the Owner or Construction Manager, the Construction
Manager’s Fee shall be equitably adjusted on the basis of the Fee established for the original Work.

ARTICLE 6 COST OF THE WORK FOR CONSTRUCTION PHASE
§ 6.1 COSTS TO BE REIMBURSED
§ 6.1.1 The term “Cost of the Work” shall mean costs necessarily incurred by the Construction Manager in the proper
performance of the Work. Such costs shall be at rates not higher than those customarily paid at the place of the Project
except with prior consent of the Owner. The Cost of the Work shall include only the items set forth in this Article 6.

§ 6.1.2 LABOR COSTS
.1 Wages of construction workers directly employed by the Construction Manager to perform the
construction of the Work at the site or, with the Owner’s agreement, at off-site workshops.
.2 Wages or salaries of the Construction Manager’s supervisory and administrative personnel when stationed
at the site with the Owner’s agreement.
(If it is intended that the wages or salaries of certain personnel stationed at the Construction Manager’s
principal office or offices other than the site office shall be included in the Cost of the Work, such
personnel shall be identified below.)




.3 Wages and salaries of the Construction Manager’s supervisory or administrative personnel engaged, at
factories, workshops or on the road, in expediting the production or transportation of materials or
equipment required for the Work, but only for that portion of their time required for the Work.
.4 Costs paid or incurred by the Construction Manager for taxes, insurance, contributions, assessments and
benefits required by law or collective bargaining agreements, and, for personnel not covered by such
agreements, customary benefits such as sick leave, medical and health benefits, holidays, vacations and
AIA Document A121™CMc – 2003 and AGC Document 565. Copyright © 1991 and 2003 by The American Institute of Architects. All rights reserved.
WARNING: This AIA
®
Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this
AIA
®
Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible
under the law. Purchasers are permitted to reproduce ten (10) copies of this document when completed. To report copyright violations of AIA Contract
Documents, e-mail The American Institute of Architects’ legal counsel, copyright@aia.org.

10

pensions, provided that such costs are based on wages and salaries included in the Cost of the Work under
Sections 6.1.2.1 through 6.1.2.3.

§ 6.1.3 SUBCONTRACT COSTS
Payments made by the Construction Manager to Subcontractors in accordance with the requirements of the subcontracts.

§ 6.1.4 COSTS OF MATERIALS AND EQUIPMENT INCORPORATED IN THE COMPLETED CONSTRUCTION
.1 Costs, including transportation, of materials and equipment incorporated or to be incorporated in the
completed construction.
.2 Costs of materials described in the preceding Section 6.1.4.1 in excess of those actually installed but
required to provide reasonable allowance for waste and for spoilage. Unused excess materials, if any, shall
be handed over to the Owner at the completion of the Work or, at the Owner’s option, shall be sold by the
Construction Manager; amounts realized, if any, from such sales shall be credited to the Owner as a
deduction from the Cost of the Work.

§ 6.1.5 COSTS OF OTHER MATERIALS AND EQUIPMENT, TEMPORARY FACILITIES AND RELATED ITEMS
.1 Costs, including transportation, installation, maintenance, dismantling and removal of materials, supplies,
temporary facilities, machinery, equipment, and hand tools not customarily owned by the construction
workers, which are provided by the Construction Manager at the site and fully consumed in the
performance of the Work; and cost less salvage value on such items if not fully consumed, whether sold to
others or retained by the Construction Manager. Cost for items previously used by the Construction
Manager shall mean fair market value.
.2 Rental charges for temporary facilities, machinery, equipment and hand tools not customarily owned by
the construction workers, which are provided by the Construction Manager at the site, whether rented from
the Construction Manager or others, and costs of transportation, installation, minor repairs and
replacements, dismantling and removal thereof. Rates and quantities of equipment rented shall be subject
to the Owner’s prior approval.
.3 Costs of removal of debris from the site.
.4 Reproduction costs, costs of telegrams, facsimile transmissions and long-distance telephone calls, postage
and express delivery charges, telephone at the site and reasonable petty cash expenses of the site office.
.5 That portion of the reasonable travel and subsistence expenses of the Construction Manager’s personnel
incurred while traveling in discharge of duties connected with the Work.

§ 6.1.6 MISCELLANEOUS COSTS
.1 That portion directly attributable to this Contract of premiums for insurance and bonds.
(If charges for self-insurance are to be included, specify the basis of reimbursement.)




.2 Sales, use or similar taxes imposed by a governmental authority which are related to the Work and for
which the Construction Manager is liable.
.3 Fees and assessments for the building permit and for other permits, licenses and inspections for which the
Construction Manager is required by the Contract Documents to pay.
.4 Fees of testing laboratories for tests required by the Contract Documents, except those related to
nonconforming Work other than that for which payment is permitted by Section 6.1.8.2.
.5 Royalties and license fees paid for the use of a particular design, process or product required by the
Contract Documents; the cost of defending suits or claims for infringement of patent or other intellectual
property rights arising from such requirement by the Contract Documents; payments made in accordance
with legal judgments against the Construction Manager resulting from such suits or claims and payments
of settlements made with the Owner’s consent; provided, however, that such costs of legal defenses,
judgment and settlements shall not be included in the calculation of the Construction Manager’s Fee or the
Guaranteed Maximum Price and provided that such royalties, fees and costs are not excluded by the last
sentence of Section 3.17.1 of A201™–1997 or other provisions of the Contract Documents.
.6 Data processing costs related to the Work.
.7 Deposits lost for causes other than the Construction Manager’s negligence or failure to fulfill a specific
responsibility to the Owner set forth in this Agreement.
.8 Legal, mediation and arbitration costs, other than those arising from disputes between the Owner and
Construction Manager, reasonably incurred by the Construction Manager in the performance of the Work
and with the Owner’s written permission, which permission shall not be unreasonably withheld.
AIA Document A121™CMc – 2003 and AGC Document 565. Copyright © 1991 and 2003 by The American Institute of Architects. All rights reserved.
WARNING: This AIA
®
Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this
AIA
®
Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible
under the law. Purchasers are permitted to reproduce ten (10) copies of this document when completed. To report copyright violations of AIA Contract
Documents, e-mail The American Institute of Architects’ legal counsel, copyright@aia.org.

11

.9 Expenses incurred in accordance with Construction Manager’s standard personnel policy for relocation and
temporary living allowances of personnel required for the Work, in case it is necessary to relocate such
personnel from distant locations.

§ 6.1.7 OTHER COSTS
.1 Other costs incurred in the performance of the Work if and to the extent approved in advance in writing by
the Owner.

§ 6.1.8 EMERGENCIES AND REPAIRS TO DAMAGED OR NONCONFORMING WORK
The Cost of the Work shall also include costs described in Section 6.1.1which are incurred by the Construction Manager:
.1 In taking action to prevent threatened damage, injury or loss in case of an emergency affecting the safety of
persons and property, as provided in Section 10.6 of A201™–1997.
.2 In repairing or correcting damaged or nonconforming Work executed by the Construction Manager or the
Construction Manager’s Subcontractors or suppliers, provided that such damaged or nonconforming Work
was not caused by the negligence or failure to fulfill a specific responsibility to the Owner set forth in this
agreement of the Construction Manager or the Construction Manager’s foremen, engineers or
superintendents, or other supervisory, administrative or managerial personnel of the Construction Manager,
or the failure of the Construction Manager’s personnel to supervise adequately the Work of the
Subcontractors or suppliers, and only to the extent that the cost of repair or correction is not recoverable by
the Construction Manager from insurance, Subcontractors or suppliers.

§ 6.1.9 The costs described in Sections 6.1.1 through 6.1.8 shall be included in the Cost of the Work notwithstanding any
provision of AIA or A201™–1997 other Conditions of the Contract which may require the Construction Manager to pay
such costs, unless such costs are excluded by the provisions of Section 6.2.

§ 6.2 COSTS NOT TO BE REIMBURSED
§ 6.2.1 The Cost of the Work shall not include:
.1 Salaries and other compensation of the Construction Manager’s personnel stationed at the Construction
Manager’s principal office or offices other than the site office, except as specifically provided in Sections
6.1.2.2 and 6.1.2.3.
.2 Expenses of the Construction Manager’s principal office and offices other than the site office, except as
specifically provided in Section 6.1.
.3 Overhead and general expenses, except as may be expressly included in Section 6.1.
.4 The Construction Manager’s capital expenses, including interest on the Construction Manager’s capital
employed for the Work.
.5 Rental costs of machinery and equipment, except as specifically provided in Section 6.1.5.2.
.6 Except as provided in Section 6.1.8.2, costs due to the negligence of the Construction Manager or to the
failure of the Construction Manger to fulfill a specific responsibility to the Owner set forth in this
Agreement.
.7 Costs incurred in the performance of Preconstruction Phase Services.
.8 Except as provided in Section 6.1.7.1, any cost not specifically and expressly described in Section 6.1.
.9 Costs which would cause the Guaranteed Maximum Price to be exceeded.

§ 6.3 DISCOUNTS, REBATES AND REFUNDS
§ 6.3.1 Cash discounts obtained on payments made by the Construction Manager shall accrue to the Owner if (1) before
making the payment, the Construction Manager included them in an Application for Payment and received payment
therefor from the Owner, or (2) the Owner has deposited funds with the Construction Manager with which to make
payments; otherwise, cash discounts shall accrue to the Construction Manager. Trade discounts, rebates, refunds and
amounts received from sales of surplus materials and equipment shall accrue to the Owner, and the Construction Manager
shall make provisions so that they can be secured.

§ 6.3.2 Amounts which accrue to the Owner in accordance with the provisions of Section 6.3.1 shall be credited to the
Owner as a deduction from the Cost of the Work.

§ 6.4 ACCOUNTING RECORDS
§ 6.4.1 The Construction Manager shall keep full and detailed accounts and exercise such controls as may be necessary for
proper financial management under this Contract; the accounting and control systems shall be satisfactory to the Owner.
The Owner and the Owner’s accountants shall be afforded access to the Construction Manager’s records, books,
correspondence, instructions, drawings, receipts, subcontracts, purchase orders, vouchers, memoranda and other data
AIA Document A121™CMc – 2003 and AGC Document 565. Copyright © 1991 and 2003 by The American Institute of Architects. All rights reserved.
WARNING: This AIA
®
Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this
AIA
®
Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible
under the law. Purchasers are permitted to reproduce ten (10) copies of this document when completed. To report copyright violations of AIA Contract
Documents, e-mail The American Institute of Architects’ legal counsel, copyright@aia.org.

12

relating to this Project, and the Construction Manager shall preserve these for a period of three years after final payment,
or for such longer period as may be required by law.

ARTICLE 7 CONSTRUCTION PHASE
§ 7.1 PROGRESS PAYMENTS
§ 7.1.1 Based upon Applications for Payment submitted to the Architect by the Construction Manager and Certificates for
Payment issued by the Architect, the Owner shall make progress payments on account of the Contract Sum to the
Construction Manager as provided below and elsewhere in the Contract Documents.

§ 7.1.2 The period covered by each Application for Payment shall be one calendar month ending on the last day of the
month, or as follows:





§ 7.1.3 Provided an Application for Payment is received by the Architect not later than the day of a
month, the Owner shall make payment to the Construction Manager not later than the day of the
month. If an Application for Payment is received by the Architect after the application date fixed
above, payment shall be made by the Owner not later than ( ) days
after the Architect receives the Application for Payment.

§ 7.1.4 With each Application for Payment, the Construction Manager shall submit payrolls, petty cash accounts, receipted
invoices or invoices with check vouchers attached and any other evidence required by the Owner or Architect to
demonstrate that cash disbursements already made by the Construction Manager on account of the Cost of the Work equal
or exceed (1) progress payments already received by the Construction Manager; less (2) that portion of those payments
attributable to the Construction Manager’s Fee; plus (3) payrolls for the period covered by the present Application for
Payment.

§ 7.1.5 Each Application for Payment shall be based upon the most recent schedule of values submitted by the
Construction Manager in accordance with the Contract Documents. The schedule of values shall allocate the entire
Guaranteed Maximum Price among the various portions of the Work, except that the Construction Manager’s Fee shall be
shown as a single separate item. The schedule of values shall be prepared in such form and supported by such data to
substantiate its accuracy as the Architect may require. This schedule, unless objected to by the Architect, shall be used as
a basis for reviewing the Construction Manager’s Applications for Payment.

§ 7.1.6 Applications for Payment shall show the percentage completion of each portion of the Work as of the end of the
period covered by the Application for Payment. The percentage completion shall be the lesser of (1) the percentage of that
portion of the Work which has actually been completed or (2) the percentage obtained by dividing (a) the expense which
has actually been incurred by the Construction Manager on account of that portion of the Work for which the
Construction Manager has made or intends to make actual payment prior to the next Application for Payment by (b) the
share of the Guaranteed Maximum Price allocated to that portion of the Work in the schedule of values.

§ 7.1.7 Subject to other provisions of the Contract Documents, the amount of each progress payment shall be computed as
follows:
.1 Take that portion of the Guaranteed Maximum Price properly allocable to completed Work as determined
by multiplying the percentage completion of each portion of the Work by the share of the Guaranteed
Maximum Price allocated to that portion of the Work in the schedule of values. Pending final
determination of cost to the Owner of changes in the Work, amounts not in dispute may be included as
provided in Section 7.3.8 of A201™–1997, even though the Guaranteed Maximum Price has not yet been
adjusted by Change Order.
.2 Add that portion of the Guaranteed Maximum Price properly allocable to materials and equipment
delivered and suitably stored at the site for subsequent incorporation in the Work or, if approved in
advance by the Owner, suitably stored off the site at a location agreed upon in writing.
.3 Add the Construction Manager’s Fee, less retainage of percent ( % ). The
Construction Manager’s Fee shall be computed upon the Cost of the Work described in the two preceding
Sections at the rate stated in Section 5.1.1 or, if the Construction Manager’s Fee is stated as a fixed sum in
that Section, shall be an amount which bears the same ratio to that fixed-sum Fee as the Cost of the Work
in the two preceding Sections bears to a reasonable estimate of the probable Cost of the Work upon its
completion.
AIA Document A121™CMc – 2003 and AGC Document 565. Copyright © 1991 and 2003 by The American Institute of Architects. All rights reserved.
WARNING: This AIA
®
Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this
AIA
®
Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible
under the law. Purchasers are permitted to reproduce ten (10) copies of this document when completed. To report copyright violations of AIA Contract
Documents, e-mail The American Institute of Architects’ legal counsel, copyright@aia.org.

13

.4 Subtract the aggregate of previous payments made by the Owner.
.5 Subtract the shortfall, if any, indicated by the Construction Manager in the documentation required by
Section 7.1.4 to substantiate prior Applications for Payment, or resulting from errors subsequently
discovered by the Owner’s accountants in such documentation.
.6 Subtract amounts, if any, for which the Architect has withheld or nullified a Certificate for Payment as
provided in Section 9.5 of A201™–1997.

§ 7.1.8 Except with the Owner’s prior approval, payments to Subcontractors shall be subject to retention of not less than
percent ( %). The Owner and the Construction Manager shall
agree upon a mutually acceptable procedure for review and approval of payments and retention for subcontracts.

§ 7.1.9 Except with the Owner’s prior approval, the Construction Manager shall not make advance payments to suppliers
for materials or equipment which have not been delivered and stored at the site.

§ 7.1.10 In taking action on the Construction Manager’s Applications for Payment, the Architect shall be entitled to rely
on the accuracy and completeness of the information furnished by the Construction Manager and shall not be deemed to
represent that the Architect has made a detailed examination, audit or arithmetic verification of the documentation
submitted in accordance with Section 7.1.4 or other supporting data, that the Architect has made exhaustive or continuous
on-site inspections or that the Architect has made examinations to ascertain how or for what purposes the Construction
Manager has used amounts previously paid on account of the Contract. Such examinations, audits and verifications, if
required by the Owner, will be performed by the Owner’s accountants acting in the sole interest of the Owner.

§ 7.2 FINAL PAYMENT
§ 7.2.1 Final payment shall be made by the Owner to the Construction Manager when (1) the Contract has been fully
performed by the Construction Manager except for the Construction Manager’s responsibility to correct nonconforming
Work, as provided in Section 12.2.2 of A201™–1997, and to satisfy other requirements, if any, which necessarily survive
final payment; (2) a final Application for Payment and a final accounting for the Cost of the Work have been submitted
by the Construction Manager and reviewed by the Owner’s accountants; and (3) a final Certificate for payment has then
been issued by the Architect; such final payment shall be made by the Owner not more than 30 days after the issuance of
the Architect’s final Certificate for Payment, or as follows:







§ 7.2.2 The amount of the final payment shall be calculated as follows:
.1 Take the sum of the Cost of the Work substantiated by the Construction Manager’s final accounting and
the Construction Manager’s Fee, but not more than the Guaranteed Maximum Price.
.2 Subtract amounts, if any, for which the Architect withholds, in whole or in part, a final Certificate for
Payment as provided in Section 9.5.1 of A201™–1997 or other provisions of the Contract Documents.
.3 Subtract the aggregate of previous payments made by the Owner.

If the aggregate of previous payments made by the Owner exceeds the amount due the Construction Manager, the
Construction Manager shall reimburse the difference to the Owner.

§ 7.2.3 The Owner’s accountants will review and report in writing on the Construction Manager’s final accounting within
30 days after delivery of the final accounting to the Architect by the Construction Manager. Based upon such Cost of the
Work as the Owner’s accountants report to be substantiated by the Construction Manager’s final accounting, and provided
the other conditions of Section 7.2.1 have been met, the Architect will, within seven days after receipt of the written
report of the Owner’s accountants, either issue to the Owner a final Certificate for Payment with a copy to the
Construction Manager or notify the Construction Manager and Owner in writing of the Architect’s reasons for
withholding a certificate as provided in Section 9.5.1 of A201™–1997 . The time periods stated in this Section 7.2
supersede those stated in Section 9.4.1 of A201™–1997.

§ 7.2.4 If the Owner’s accountants report the Cost of the Work as substantiated by the Construction Manager’s final
accounting to be less than claimed by the Construction Manager, the Construction Manager shall be entitled to proceed in
accordance with Article 9 without a further decision of the Architect. Unless agreed to otherwise, a demand for mediation
or arbitration of the disputed amount shall be made by the Construction Manager within 60 days after the Construction
AIA Document A121™CMc – 2003 and AGC Document 565. Copyright © 1991 and 2003 by The American Institute of Architects. All rights reserved.
WARNING: This AIA
®
Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this
AIA
®
Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible
under the law. Purchasers are permitted to reproduce ten (10) copies of this document when completed. To report copyright violations of AIA Contract
Documents, e-mail The American Institute of Architects’ legal counsel, copyright@aia.org.

14

Manager’s receipt of a copy of the Architect’s final Certificate for Payment. Failure to make such demand within this 60-
day period shall result in the substantiated amount reported by the Owner’s accountants becoming binding on the
Construction Manager. Pending a final resolution of the disputed amount, the Owner shall pay the Construction Manager
the amount certified in the Architect’s final Certificate for Payment.

§ 7.2.5 If, subsequent to final payment and at the Owner’s request, the Construction Manager incurs costs described in
Section 6.1 and not excluded by Section 6.2 (1) to correct nonconforming Work or (2) arising from the resolution of
disputes, the Owner shall reimburse the Construction Manager such costs and the Construction Manager’s Fee, if any,
related thereto on the same basis as if such costs had been incurred prior to final payment, but not in excess of the
Guaranteed Maximum Price. If the Construction Manager has participated in savings, the amount of such savings shall be
recalculated and appropriate credit given to the Owner in determining the net amount to be paid by the Owner to the
Construction Manager.

ARTICLE 8 INSURANCE AND BONDS
§ 8.1 INSURANCE REQUIRED OF THE CONSTRUCTION MANAGER
During both phases of the Project, the Construction Manager shall purchase and maintain insurance as set forth in Section
11.1 of A201™–1997. Such insurance shall be written for not less than the following limits, or greater if required by law:

§ 8.1.1 Workers’ Compensation and Employers’ Liability meeting statutory limits mandated by state and federal laws. If
(1) limits in excess of those required by statute are to be provided, or (2) the employer is not statutorily bound to obtain
such insurance coverage or (3) additional coverages are required, additional coverages and limits for such insurance shall
be as follows:






§ 8.1.2 Commercial General Liability including coverage for Premises-Operations, Independent Contractors’ Protective,
Products-Completed Operations, Contractual Liability, Personal Injury and Broad Form Property Damage (including
coverage for Explosion, Collapse and Underground hazards):
$______________________________ Each Occurrence
$______________________________ General Aggregate
$______________________________ Personal and Advertising Injury
$______________________________ Products-Completed Operations Aggregate

.1 The policy shall be endorsed to have the General Aggregate apply to this Project only.
.2 Products and Completed Operations insurance shall be maintained for a minimum period of at least
( ) year(s) after either 90 days following Substantial
Completion or final payment, whichever is earlier.
.3 The Contractual Liability insurance shall include coverage sufficient to meet the obligations in Section
3.18 of A201
TM
–1997.

§ 8.1.3 Automobile Liability (owned, non-owned and hired vehicles) for bodily injury and property damage:
$______________________________ Each Accident

§ 8.1.4 Other coverage:
(If Umbrella Excess Liability coverage is required over the primary insurance or retention, insert the coverage limits.
Commercial General Liability and Automobile Liability limits may be attained by individual policies or by a combination
of primary policies and Umbrella and/or Excess Liability policies. If Project Management Protective Liability Insurance
is to be provided, state the limits here.)




§ 8.2 INSURANCE REQUIRED OF THE OWNER
During both phases of the Project, the Owner shall purchase and maintain liability and property insurance, including
waivers of subrogation, as set forth in Sections 11.2 and 11.4 of A201™–1997. Such insurance shall be written for not
less than the following limits, or greater if required by law:
AIA Document A121™CMc – 2003 and AGC Document 565. Copyright © 1991 and 2003 by The American Institute of Architects. All rights reserved.
WARNING: This AIA
®
Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this
AIA
®
Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible
under the law. Purchasers are permitted to reproduce ten (10) copies of this document when completed. To report copyright violations of AIA Contract
Documents, e-mail The American Institute of Architects’ legal counsel, copyright@aia.org.

15


§ 8.2.1 Property Insurance:
$______________________________ Deductible Per Occurrence
$______________________________ Aggregate Deductible

§ 8.2.2 Boiler and Machinery insurance with a limit of: $___________________________________________________.
(If not a blanket policy, list the objects to be insured.)





§ 8.3 PERFORMANCE BOND AND PAYMENT BOND
§ 8.3.1 The Construction Manager shall (Insert “shall” or “shall not”) furnish bonds covering faithful performance of the
Contract and payment of obligations arising thereunder. Bonds may be obtained through the Construction Manager’s
usual source, and the cost thereof shall be included in the Cost of the Work. The amount of each bond shall be equal to
percent ( % ) of the Contract Sum.

§ 8.3.2 The Construction Manager shall deliver the required bonds to the Owner at least three days before the
commencement of any Work at the Project site.

ARTICLE 9 MISCELLANEOUS PROVISIONS
§ 9.1 DISPUTE RESOLUTION
§ 9.1.1 During both the Preconstruction and Construction Phases, Claims, disputes or other matters in question between
the parties to this Agreement shall be resolved as provided in Sections 4.3 through 4.6 of A201™–1997 except that,
during the Preconstruction Phase, no decision by the Architect shall be a condition precedent to mediation or arbitration.

§ 9.2 OTHER PROVISIONS
§ 9.2.1 Unless otherwise noted, the terms used in this Agreement shall have the same meaning as those in A201™–1997,
General Conditions of the Contract for Construction.

§ 9.2.2 EXTENT OF CONTRACT
This Contract, which includes this Agreement and the other documents incorporated herein by reference, represents the
entire and integrated agreement between the Owner and the Construction Manager and supersedes all prior negotiations,
representations or agreements, either written or oral. This Agreement may be amended only by written instrument signed
by both the Owner and Construction Manager. If anything in any document incorporated into this Agreement is
inconsistent with this Agreement, this Agreement shall govern.

§ 9.2.3 OWNERSHIP AND USE OF DOCUMENTS
Article 1.6 of A201™–1997 shall apply to both the Preconstruction and Construction Phases.

§ 9.2.4 GOVERNING LAW
The Contract shall be governed by the law of the place where the Project is located.

§ 9.2.5 ASSIGNMENT
The Owner and Construction Manager respectively bind themselves, their partners, successors, assigns and legal
representatives to the other party hereto and to partners, successors, assigns and legal representatives of such other party
in respect to covenants, agreements and obligations contained in the Contract Documents. Except as provided in Section
13.2.2 of A201™–1997, neither party to the Contract shall assign the Contract as a whole without written consent of the
other. If either party attempts to make such an assignment without such consent, that party shall nevertheless remain
legally responsible for all obligations under the Contract.

ARTICLE 10 TERMINATION OR SUSPENSION
§ 10.1 TERMINATION PRIOR TO ESTABLISHING GUARANTEED MAXIMUM PRICE
§ 10.1.1 Prior to execution by both parties of Amendment No. 1 establishing the Guaranteed Maximum Price, the Owner
may terminate this Contract at any time without cause, and the Construction Manager may terminate this Contract for any
of the reasons described in Section 14.1.1 of A201™–1997.

§ 10.1.2 If the Owner or Construction Manager terminates this Contract pursuant to this Section 10.1 prior to
commencement of the Construction Phase, the Construction Manager shall be equitably compensated for Preconstruction
AIA Document A121™CMc – 2003 and AGC Document 565. Copyright © 1991 and 2003 by The American Institute of Architects. All rights reserved.
WARNING: This AIA
®
Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this
AIA
®
Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible
under the law. Purchasers are permitted to reproduce ten (10) copies of this document when completed. To report copyright violations of AIA Contract
Documents, e-mail The American Institute of Architects’ legal counsel, copyright@aia.org.

16

Phase Services performed prior to receipt of notice of termination; provided, however, that the compensation for such
services shall not exceed the compensation set forth in Section 4.1.1.

§ 10.1.3 If the Owner or Construction Manager terminates this Contract pursuant to this Section 10.1 after commencement
of the Construction Phase, the Construction Manager shall, in addition to the compensation provided in Section 10.1.2,
be paid an amount calculated as follows:
.1 Take the Cost of the Work incurred by the Construction Manager.
.2 Add the Construction Manager’s Fee computed upon the Cost of the Work to the date of termination at the
rate stated in Section 5.1 or, if the Construction Manager’s Fee is stated as a fixed sum in that Section, an
amount which bears the same ratio to that fixed-sum Fee as the Cost of the Work at the time of termination
bears to a reasonable estimate of the probable Cost of the Work upon its completion.
.3 Subtract the aggregate of previous payments made by the Owner on account of the Construction Phase.

The Owner shall also pay the Construction Manager fair compensation, either by purchase or rental at the election of the
Owner, for any equipment owned by the Construction Manager which the Owner elects to retain and which is not
otherwise included in the Cost of the Work under Section 10.1.3.1. To the extent that the Owner elects to take legal
assignment of subcontracts and purchase orders (including rental agreements), the Construction Manager shall, as a
condition of receiving the payments referred to in this Article 10, execute and deliver all such papers and take all such
steps, including the legal assignment of such subcontracts and other contractual rights of the Construction Manager, as the
Owner may require for the purpose of fully vesting in the Owner the rights and benefits of the Construction Manager
under such subcontracts or purchase orders.

Subcontracts, purchase orders and rental agreements entered into by the Construction Manager with the Owner’s written
approval prior to the execution of Amendment No. 1 shall contain provisions permitting assignment to the Owner as
described above. If the Owner accepts such assignment, the Owner shall reimburse or indemnify the Construction
Manager with respect to all costs arising under the subcontract, purchase order or rental agreement except those which
would not have been reimbursable as Cost of the Work if the contract had not been terminated. If the Owner elects not to
accept the assignment of any subcontract, purchase order or rental agreement which would have constituted a Cost of the
Work had this agreement not been terminated, the Construction Manager shall terminate such subcontract, purchase order
or rental agreement and the Owner shall pay the Construction Manager the costs necessarily incurred by the Construction
Manager by reason of such termination.

§ 10.2 TERMINATION SUBSEQUENT TO ESTABLISHING GUARANTEED MAXIMUM PRICE
Subsequent to execution by both parties of Amendment No. 1, the Contract may be terminated as provided in Article 14
of A201™–1997.

§ 10.2.1 In the event of such termination by the Owner, the amount payable to the Construction Manager pursuant to
Section 14.1.3 of A201™–1997 shall not exceed the amount the Construction Manager would have been entitled to
receive pursuant to Sections 10.1.2 and 10.1.3 of this Agreement.

§ 10.2.2 In the event of such termination by the Construction Manager, the amount to be paid to the Construction Manager
under Section 14.1.3 of A201™–1997 shall not exceed the amount the Construction Manager would have been entitled to
receive under Sections 10.1.2 and 10.1.3 above, except that the Construction Manager’s Fee shall be calculated as if the
Work had been fully completed by the Construction Manager, including a reasonable estimate of the Cost of the Work for
Work not actually completed.

§ 10.3 SUSPENSION
The Work may be suspended by the Owner as provided in Article 14 of A201™–1997; in such case, the Guaranteed
Maximum Price, if established, shall be increased as provided in Section 14.3.2 of A201™–1997 except that the term “cost
of performance of the Contract” in that Section shall be understood to mean the Cost of the Work and the term “profit” shall
be understood to mean the Construction Manager’s Fee as described in Sections 5.1.1 and 5.3.4 of this Agreement.








AIA Document A121™CMc – 2003 and AGC Document 565. Copyright © 1991 and 2003 by The American Institute of Architects. All rights reserved.
WARNING: This AIA
®
Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this
AIA
®
Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible
under the law. Purchasers are permitted to reproduce ten (10) copies of this document when completed. To report copyright violations of AIA Contract
Documents, e-mail The American Institute of Architects’ legal counsel, copyright@aia.org.

17

ARTICLE 11 OTHER CONDITIONS AND SERVICES













































This Agreement entered into as of the day and year first written above.

OWNER CONSTRUCTION MANAGER

(Signature) (Signature)

(Printed name and title) (Printed name and title)

Date Date

ATTEST ATTEST
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.
Document A121
TM
CMc – 2003
Amendment No. 1
TO AGREEMENT BETWEEN OWNER AND CONSTRUCTION MANAGER

AIA Document A121™CMc – 2003 and AGC Document 565. Copyright © 1991 and 2003 by The American Institute of Architects. All rights reserved.
WARNING: This AIA
®
Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this
AIA
®
Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible
under the law. Purchasers are permitted to reproduce ten (10) copies of this document when completed. To report copyright violations of AIA Contract
Documents, e-mail The American Institute of Architects’ legal counsel, copyright@aia.org.


Pursuant to Section 2.2 of the Agreement, dated between
(Owner) and (the Construction Manager),
for (the Project), the Owner and Construction Manager
establish a Guaranteed Maximum Price and Contract Time for the Work as set forth below.

ARTICLE I GUARANTEED MAXIMUM PRICE
The Construction Manager's Guaranteed Maximum Price for the Work, including the estimated Cost of the Work as
defined in Article 6 and the Construction Manager's Fee as defined in Article 5, is
Dollars ($ ).
This Price is for the performance of the Work in accordance with the Contract Documents listed and attached to this
Amendment and marked Exhibits A through F, as follows:

Exhibit A Drawings, Specifications, addenda and General,
Supplementary and other Conditions of the Contract
on which the Guaranteed Maximum Price is based, pages through , dated .

Exhibit B Allowance items, pages through , dated .

Exhibit C Assumptions and Clarifications made in preparing the
Guaranteed Maximum Price, pages through , dated .

Exhibit D Completion Schedule, pages through , dated .

Exhibit E Alternate Prices, pages through , dated .

Exhibit F Unit Prices, pages through , dated .





ARTICLE 2 CONTRACT TIME
The date of Substantial Completion established by this Amendment is:





OWNER CONSTRUCTION MANAGER

(Signature) (Signature)

(Printed name and title) (Printed name and title)

Date Date

ATTEST ATTEST
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.
Document A131
TM
CMc – 2003 and
AGC Document 566 Instructions
Standard Form of Agreement Between Owner and Construction Manager
where the Construction Manager is also the Constructor; and where the Basis of Payment is the
Cost of the Work plus a Fee and there is no Guarantee of Cost.
AIA Document A131™CMc – 2003 and AGC Document 566. Copyright © 1994 and 2003 by The American Institute of Architects. All rights reserved.
WARNING: This AIA
®
Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this
AIA
®
Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under
the law. Purchasers are permitted to reproduce ten (10) copies of this document when completed. To report copyright violations of AIA Contract Documents,
e-mail The American Institute of Architects’ legal counsel, copyright@aia.org.


GENERAL INFORMATION

Background. This document has been developed through the joint efforts of the American Institute of Architects and the
Associated General Contractors of America. AIA designates this document as AIA® Document A131™CMc, and AGC
designates it as AGC Document 566. During the drafting process, consideration was given to comments received from other
parties representing a diversity of viewpoints and interests who may be affected by use of this document on their projects. A
sincere attempt has been made to achieve a reasonable balance of all interests within the construction community.

Purpose. This document is intended to be used on construction projects where a Construction Manager, in addition to
acting as an advisor to the Owner during the design period, assumes responsibility for the construction of the project, but
does not provide a cost guarantee. Do not use this document if a Guaranteed Maximum Price will be provided.

Note, however, that once a Control Estimate has been established, the Construction Manager is obligated to provide the
Owner with timely information as to the anticipated Cost of the Work at agreed-upon intervals. Note also that, as provided
in Section 2.2.4.5, the estimated date of Substantial Completion may be established as the Contract Time.

The Construction Manager’s services under this document are divided into two phases: the Preconstruction Phase and the
Construction Phase, portions of which may proceed concurrently.

The parties are advised to consult with counsel as to the applicability of any statutes or regulations that may apply to the
use of this Agreement in the jurisdiction where the project is located.

Related Documents. This document is coordinated for use with the following AIA® Documents: A201™-1997, General
Conditions of the Contract for Construction, and B151™-1997, Abbreviated Standard Form of Agreement Between Owner
and Architect. Note especially, as stated in Section 1.2 of this document, that A201™-1997 is adopted only to a limited
extent for the Preconstruction Phase services; whereas during the Construction Phase services, A201™-1997 is generally
incorporated into this document, unless specific exceptions are made in this document or by amendment.

Note also that modifications to B151 will be required to coordinate with this document; model provisions for such modifications
may be found in of AIA® Document B511™-2001, Guide for Amendments to AIA Owner-Architect Agreements.

To avoid confusion and ambiguity, DO NOT use this document with any other AIA or AGC construction management
documents wherein the Construction Manager serves as advisor to and representative of the Owner, but does not perform
or assume financial responsibility for construction work. For that delivery method, where the construction manager serves
as an advisor, not a constructor, AIA and AGC each publish other agreements between Owner and Construction Manager,
unrelated to this document, known as AIA® Document B801™CMa-1992 and AGC Document 510, respectively.

The differences between this document and B801™CMa-1992 or ACG 510 are illustrated in the two diagrams below:

1
AIA Document A131™CMc – 2003 and AGC Document 566. Copyright © 1994 and 2003 by The American Institute of Architects. All rights reserved.
WARNING: This AIA
®
Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this
AIA
®
Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under
the law. Purchasers are permitted to reproduce ten (10) copies of this document when completed. To report copyright violations of AIA Contract Documents,
e-mail The American Institute of Architects’ legal counsel, copyright@aia.org.



Use of Current AIA Contract Documents. Prior to using any AIA Contract Document, users should consult
www.aia.org/documents or a local AIA component to verify the most recent edition.

Why Use AIA Contract Documents. AIA Contract Documents are the products of a consensus-building process aimed at
balancing the interests of all parties involved in design and construction projects. The documents reflect actual industry
practice, not theory. They are state-of-the-art legal documents regularly revised to keep up with changes in law and the
industry-yet they are written, as far as possible, in everyday language. The standard AIA documents have been developed
through more than 100 years and have been tested repeatedly in the courts.

Standard Forms. Most AIA Contract Documents published since 1906 have contained in their titles the words “standard
form.” “Standard” is not meant to imply that a uniform set of contractual requirements is mandatory for AIA members or
others in the construction industry. Rather, the AIA standard form documents are intended for use as fair and balanced
baselines from which parties can begin to negotiate. AIA Contract Documents are flexible and may be modified to suit
individual projects, but in such a way that modifications may be easily distinguished from original AIA language.

Letter Forms of Agreement. Generally, the AIA discourages Letter Forms of Agreement and oral agreements or
understandings as the basis for the performance of a part or the whole of the Work.

Use of Non-AIA Contract Documents. If a combination of AIA Contract Documents and non-AIA documents is to be
used, particular care must be taken to achieve consistency of language and intent among documents.

Reproductions. This document is a copyrighted work and may not be reproduced or excerpted 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 A131™CMc-
2003, 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, e-mail the American Institute of Architects’ legal counsel,
copyright@aia.org.

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.
2
AIA Document A131™CMc – 2003 and AGC Document 566. Copyright © 1994 and 2003 by The American Institute of Architects. All rights reserved.
WARNING: This AIA
®
Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this
AIA
®
Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under
the law. Purchasers are permitted to reproduce ten (10) copies of this document when completed. To report copyright violations of AIA Contract Documents,
e-mail The American Institute of Architects’ legal counsel, copyright@aia.org.



Limitations on Professional Services. With reference to Section 2.4, the Contract Documents or a separate agreement
may require the Construction Manager to furnish or obtain certain design services that may be necessary or customary in
connection with the Construction Manager’s Work. An example of such services is the design of sheeting and shoring.
Prior to undertaking any such commitments, the Construction Manager should be certain that these services are performed
by a licensed professional with adequate insurance to cover liability arising from design.

DO NOT use this document as a design-build contract, or as a document committing the Construction Manager to provide
substantial portions of the design work.

Dispute Resolution-Mediation and Arbitration. Through its adoption by reference of AIA® Document A201™-1997,
General Conditions of the Contract for Construction, this document provides for mediation and arbitration of claims and
disputes. Mediation is mandatory under the terms of this Agreement, followed by mandatory arbitration for any dispute not
resolved in mediation. 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, arbitration provisions may be enforceable under the Federal
Arbitration Act.

Arbitration provisions have been included in most AIA Contract Documents since 1888 in order to encourage alternative
dispute resolution procedures and to provide users with legally enforceable arbitration provisions when the parties choose
to adopt arbitration into their contract. Individuals may, however, choose to delete the arbitration provisions based upon
their business decisions with the advice of counsel. 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, call the American
Arbitration Association (AAA) at (800) 778-7879, or visit the AAA Web site, www.adr.org.

CHANGES FROM THE PREVIOUS EDITION

Changes in Content
A131™CMc-2003 revises the 1994 edition of A131/CMc to reflect changes made in AIA® Document A201™-1997. The
document incorporates alterations proposed by architects, contractors, owners and professional consultants. The following
are some of the significant changes made to the contents from the 1991 edition of A131/CMc:

Throughout: References in A131™CMc-2003 to the General Conditions refer specifically to A201™-1997.

COMPLETING THE A131™CMc-2003 DOCUMENT

Cover Page
Agreement Date. This 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 Owner, the date authorizing action to be
taken or the date of actual execution (signing) of the Agreement.

Identification of Parties. Parties to this Agreement should be identified using the full address and 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, 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 Description. 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 Project premises, if known; and (3) the size, capacity or scope of the Project, if known.

Article 4 Compensation and Payments for Preconstruction Phase Services

§ 4.1.1 Sample language is provided below for describing three methods of computing compensation.

Stipulated Sum:
“Compensation shall be the stipulated sum of ________ Dollars ($______), plus the following reimbursable cost items:”

Multiple of Direct Personnel Expense:
“Compensation based on a multiple of times Direct Personnel Expense (as defined in § 4.1.3) of Construction Manager’s
personnel, plus the following reimbursable cost items:”

Actual Cost:
“Compensation shall be based on actual costs incurred in the performance of the Preconstruction Phase services.” (A
maximum cost may be established.)

§ 4.1.2 Insert the number of days beyond which the Construction Manager’s compensation shall be adjusted.
3
AIA Document A131™CMc – 2003 and AGC Document 566. Copyright © 1994 and 2003 by The American Institute of Architects. All rights reserved.
WARNING: This AIA
®
Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this
AIA
®
Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under
the law. Purchasers are permitted to reproduce ten (10) copies of this document when completed. To report copyright violations of AIA Contract Documents,
e-mail The American Institute of Architects’ legal counsel, copyright@aia.org.



§ 4.2.2 Insert the number of days within which payment is due after the receipt of the Construction Manager’s invoice by
the Owner. If the rate of interest on late payments is to be different from the legal rate, insert the agreed upon rate of
interest. In setting such rates, pay particular attention to the warning in the document about obtaining legal advice.

Article 5 Compensation for Construction Phase Services
§ 5.1.1 Insert the Construction Manager’s Fee. Sample language is provided below for describing two methods of
determining the Fee.

Lump Sum: “The Construction Manager’s Fee shall be the lump sum of ________ Dollars ($______).”

Percentage of Cost of the Work: “The Construction Manager’s Fee shall be based on ________ percent (___ %) of the
actual Cost of the Work as defined in Article 6.”

Article 6 Cost of the Work for Construction Phase
§ 6.1.2.2 Insert the classifications and names of personnel who are to be charged to the Work but are not located at the site
office.

§ 6.1.6.1 Insert the basis for allocating the charge for self-insurance, if any.

Article 7 Payments for Construction Phase Services
§ 7.1.2 Insert the time period covered by each Application for Payment if different from that stated.

§ 7.1.3 Insert the day of the month on which progress payments are due, indicating whether such day is to be in the same
or the following month after receipt by the Architect of the relevant Application for Payment. (The amount of time should
be not less than ten days as provided in Article 9 of A201™-1997 to allow sufficient time to process the payment
applications.)

§ 7.1.6.2 Indicate the percent of retainage, if any, to be withheld from the Construction Manager’s Fee when computing
the amount of each progress payment.

§ 7.1.8.1 Indicate the percent of retainage, if any, to be withheld when determining the maximum payment to
Subcontractors to be included in each of the Construction Manager’s Applications for Payment.

The retainage may vary with circumstances and localities. The AIA and AGC endorse the practice of reducing retainage as
rapidly as possible, consistent with the continued protection of all affected parties. See AIA Document A511™-1999,
Guide for Supplementary Conditions, for further discussion.

§ 7.2.1 Insert a time period for final payment if it differs from the 30-day period given in the document.

Article 8 Insurance and Bonds
These provisions should be filled in with the assistance of insurance counsel, who should verify that the proposed
insurance policies carry the appropriate limits and comply with Article 11 of A201™-1997.

§ 8.3.1 Indicate whether the Construction Manager shall or shall not be required to furnish payment and performance
bonds.

EXECUTING THE AGREEMENT

The Owner and Contractor should execute this Agreement in not less than triplicate. Persons executing the Agreement
should indicate the capacity in which they are acting 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.

4
Document A131
TM
CMc – 2003 and
AGC Document 566
Standard Form of Agreement Between Owner and Construction Manager
where the Construction Manager is also the Constructor; and where the Basis of Payment is
the Cost of the Work plus a Fee and there is no Guarantee of Cost.
AIA Document A131™CMc – 2003 and AGC Document 566. Copyright © 1994 and 2003 by The American Institute of Architects. All rights reserved.
WARNING: This AIA
®
Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this
AIA
®
Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under
the law. Purchasers are permitted to reproduce ten (10) copies of this document when completed. To report copyright violations of AIA Contract Documents,
e-mail The American Institute of Architects’ legal counsel, copyright@aia.org.

1

This document has important
legal consequences.
Consultation with an attorney
is encouraged with respect to
its completion or modification.
The 1997 Edition of AIA
Document A201, General
Conditions of the Contract for
Construction, is referred to
herein. This Agreement requires
modification if other general
conditions are utilized.

AGREEMENT
made as of the day of
in the year of
(In words, indicate day, month and year)

BETWEEN the Owner:
(Name and address)






and the Construction Manager:
(Name and address)






The Project is:
(Name, address and brief description)






The Architect is:
(Name and address)














The Owner and Construction Manager agree as set forth below.
AIA Document A131™CMc – 2003 and AGC Document 566. Copyright © 1994 and 2003 by The American Institute of Architects. All rights reserved.
WARNING: This AIA
®
Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this
AIA
®
Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under
the law. Purchasers are permitted to reproduce ten (10) copies of this document when completed. To report copyright violations of AIA Contract Documents,
e-mail The American Institute of Architects’ legal counsel, copyright@aia.org.

2

TABLE OF CONTENTS

ARTICLE 1 GENERAL PROVISIONS
§ 1.1 Relationship of Parties
§ 1.2 General Conditions
§ 1.3 Contract Sum, Contract Time and Changes in the Work

ARTICLE 2 CONSTRUCTION MANAGER'S RESPONSIBILITIES
§ 2.1 Preconstruction Phase
§ 2.2 Control Estimate and Contract Time
§ 2.3 Construction Phase
§ 2.4 Professional Services
§ 2.5 Hazardous Materials

ARTICLE 3 OWNER'S RESPONSIBILITIES
§ 3.1 Information and Services
§ 3.2 Owner's Designated Representative
§ 3.3 Architect
§ 3.4 Legal Requirements

ARTICLE 4 COMPENSATION AND PAYMENTS FOR PRECONSTRUCTION PHASE SERVICES
§ 4.1 Compensation
§ 4.2 Payments

ARTICLE 5 COMPENSATION FOR CONSTRUCTION PHASE SERVICES
§ 5.1 Compensation
§ 5.2 Changes in the Work

ARTICLE 6 COST OF THE WORK FOR CONSTRUCTION PHASE
§ 6.1 Costs to Be Reimbursed
§ 6.2 Costs Not to Be Reimbursed
§ 6.3 Discounts, Rebates and Refunds
§ 6.4 Accounting Records

ARTICLE 7 CONSTRUCTION PHASE PAYMENTS
§ 7.1 Progress Payments
§ 7.2 Final Payment

ARTICLE 8 INSURANCE AND BONDS
§ 8.1 Insurance Required of the Construction Manager
§ 8.2 Insurance Required of the Owner
§ 8.3 Performance Bond and Payment Bond

ARTICLE 9 MISCELLANEOUS PROVISIONS
§ 9.1 Dispute Resolution
§ 9.2 Other Provisions

ARTICLE 10 TERMINATION OR SUSPENSION
§ 10.1 Termination Prior to the Owner's Approval of the Control Estimate
§ 10.2 Termination Subsequent to the Owner's Approval of the Control Estimate
§ 10.3 Notice of Termination
§ 10.4 Suspension

ARTICLE 11 OTHER CONDITIONS AND SERVICES

AIA Document A131™CMc – 2003 and AGC Document 566. Copyright © 1994 and 2003 by The American Institute of Architects. All rights reserved.
WARNING: This AIA
®
Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this
AIA
®
Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under
the law. Purchasers are permitted to reproduce ten (10) copies of this document when completed. To report copyright violations of AIA Contract Documents,
e-mail The American Institute of Architects’ legal counsel, copyright@aia.org.

3

ARTICLE 1 GENERAL PROVISIONS
§ 1.1 RELATIONSHIP OF PARTIES
The Construction Manager accepts the relationship of trust and confidence established with the Owner by this
Agreement, and covenants with the Owner to furnish the Construction Manager's reasonable skill and judgment and to
cooperate with the Architect in furthering the interests of the Owner. The Construction Manager shall furnish
construction administration and management services and use the Construction Manager's best efforts to perform the
Project in an expeditious and economical manner consistent with the interests of the Owner. The Owner shall endeavor
to promote harmony and cooperation among the Owner, Architect, Construction Manager and other persons or entities
employed by the Owner for the Project.

§ 1.2 GENERAL CONDITIONS
For the Construction Phase, the General Conditions of the Contract shall be the AIA® Document A201™–1997,
General Conditions of the Contract for Construction, which is incorporated herein by reference and which shall apply
except as specifically noted in this Agreement. For the Preconstruction Phase, including Preconstruction Phase activities
that proceed concurrently with the Construction Phase, A201™–1997 shall not apply except as specifically provided in
this Agreement. If anything in A201™–1997 is inconsistent with or is modified by this Agreement, this Agreement
shall govern. Modifications of A201™–1997 by this Agreement shall not apply to Subcontractors except as provided in
Section 2.5 of this Agreement. The term "Contractor" as used in A201™–1997 shall mean the Construction Manager.

§ 1.3 CONTRACT SUM, CONTRACT TIME AND CHANGES IN THE WORK
The Contract Sum is the total Cost of the Work as described in Article 6, plus the Construction Manager's Fee as set
forth in Article 5. The Contract Time is the duration from the date of commencement of the Construction Phase until the
date of Substantial Completion. Changes in the Work shall be governed by Section 5.2 of this Agreement and not by
Article 7 of A201™–1997. If, however, the Contract Time has been established in accordance with Section 2.2.4.5 of
this Agreement, adjustments to the Contract Time shall be made in accordance with Article 7 of A201™–1997.

ARTICLE 2 CONSTRUCTION MANAGER'S RESPONSIBILITIES
The Construction Manager shall perform the services described in this Article. The services to be provided under
Sections 2.1 and 2.2 constitute the Preconstruction Phase services. If the Owner and Construction Manager agree, after
consultation with the Architect, the Construction Phase may commence before the Preconstruction Phase is completed,
in which case both phases will proceed concurrently.

§ 2.1 PRECONSTRUCTION PHASE
§ 2.1.1 PRELIMINARY EVALUATION
The Construction Manager shall provide a preliminary evaluation of the Owner's program, Project budget and schedule
requirements each in terms of the other.

§ 2.1.2 CONSULTATION
The Construction Manager with the Architect shall jointly schedule and attend regular meetings with the Owner and
Architect. The Construction Manager shall consult with the Owner and Architect regarding site use and improvements
and the selection of materials, building systems and equipment. The Construction Manager shall provide
recommendations on construction feasibility; actions designed to minimize adverse effects of labor or material
shortages; time requirements for procurement, installation and construction completion; and factors related to
construction cost including estimates of alternative designs or materials, preliminary budgets and possible economies.

§ 2.1.3 PRELIMINARY PROJECT SCHEDULE
When Project requirements described in Section 3.1.1 have been sufficiently identified, the Construction Manager shall
prepare, and periodically update, a preliminary Project schedule for the Architect's review and the Owner's approval.
The Construction Manager shall obtain the Architect's approval of the portion of the preliminary Project schedule
relating to the performance of the Architect's services. The Construction Manager shall coordinate and integrate the
preliminary Project schedule with the services and activities of the Owner, Architect and Construction Manager. As
design proceeds, the preliminary Project schedule shall be updated to indicate proposed activity sequences and
durations, milestone dates for receipt and approval of pertinent information, submittal of the Control Estimate,
preparation and processing of shop drawings and samples, delivery of materials or equipment requiring long–lead–time
procurement, Owner's occupancy requirements showing portions of the Project having occupancy priority and estimated
date of Substantial Completion. If preliminary Project schedule updates indicate that previously approved schedules
may not be met, the Construction Manager shall make appropriate recommendations to the Owner and Architect.
AIA Document A131™CMc – 2003 and AGC Document 566. Copyright © 1994 and 2003 by The American Institute of Architects. All rights reserved.
WARNING: This AIA
®
Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this
AIA
®
Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under
the law. Purchasers are permitted to reproduce ten (10) copies of this document when completed. To report copyright violations of AIA Contract Documents,
e-mail The American Institute of Architects’ legal counsel, copyright@aia.org.

4

§ 2.1.4 PHASED CONSTRUCTION
The Construction Manager shall make recommendations to the Owner and Architect regarding the phased issuance of
Drawings and Specifications to facilitate phased construction of the Work, if such phased construction is appropriate for
the Project, taking into consideration such factors as economies, time of performance, availability of labor and
materials, and provisions for temporary facilities.

§ 2.1.5 PRELIMINARY COST ESTIMATES
§ 2.1.5.1 When the Owner has sufficiently identified the Project requirements and the Architect has prepared other basic
design criteria, the Construction Manager shall prepare, for the review of the Architect and approval of the Owner, a
preliminary cost estimate utilizing area, volume or similar conceptual estimating techniques.

§ 2.1.5.2 When Schematic Design Documents have been prepared by the Architect and approved by the Owner, the
Construction Manager shall prepare, for the review of the Architect and approval of the Owner, a more detailed estimate
with supporting data. During the preparation of the Design Development Documents, the Construction Manager shall
update and refine this estimate at appropriate intervals agreed to by the Owner, Architect and Construction Manager.

§ 2.1.5.3 When Design Development Documents have been prepared by the Architect and approved by the Owner, the
Construction Manager shall prepare a detailed estimate with supporting data for review by the Architect and approval
by the Owner. During the preparation of the Construction Documents, the Construction Manager shall update and refine
this estimate at appropriate intervals agreed to by the Owner, Architect and Construction Manager.

§ 2.1.5.4 If any estimate submitted to the Owner exceeds previously approved estimates or the Owner's budget, the
Construction Manager shall make appropriate recommendations to the Owner and Architect.

§ 2.1.6 SUBCONTRACTORS AND SUPPLIERS
The Construction Manager shall seek to develop subcontractor interest in the Project and shall furnish to the Owner and
Architect for their information a list of possible subcontractors, including suppliers who are to furnish materials or
equipment fabricated to a special design, from whom proposals will be requested for each principal portion of the Work.
The Architect will promptly reply in writing to the Construction Manager if the Architect or Owner know of any
objection to such subcontractor or supplier. The receipt of such list shall not require the Owner or Architect to
investigate the qualifications of proposed subcontractors or suppliers, nor shall it waive the right of the Owner or
Architect later to object to or reject any proposed subcontractor or supplier.

§ 2.1.7 LONG–LEAD–TIME ITEMS
The Construction Manager shall recommend to the Owner and Architect a schedule for procurement of long–lead–time
items that will constitute part of the Work as required to meet the Project schedule. If such long–lead–time items are
procured by the Owner, they shall be procured on terms and conditions acceptable to the Construction Manager. Upon
the Owner's approval of the Control Estimate, all contracts for such items shall be assigned by the Owner to the
Construction Manager, who shall accept responsibility for such items as if procured by the Construction Manager. The
Construction Manager shall expedite the delivery of long–lead–time items.

§ 2.1.8 EXTENT OF RESPONSIBILITY
The Construction Manager agrees to exercise reasonable skill and judgment in the preparation of schedules and
estimates, but does not warrant or guarantee any schedules or estimates or line items within such estimates, even though
approved by the Owner, including the Control Estimate and the estimated date of Substantial Completion, except as
otherwise provided under Section 2.2.4.5. The recommendations and advice of the Construction Manager concerning
design alternatives shall be subject to the review and approval of the Owner and the Owner's professional consultants. It
is not the Construction Manager's responsibility to ascertain that the Drawings and Specifications are in accordance with
applicable laws, statutes, ordinances, building codes, rules and regulations. However, if the Construction Manager
recognizes that portions of the Drawings and Specifications are at variance, the Construction Manager shall promptly
notify the Architect and Owner in writing.

§ 2.1.9 EQUAL EMPLOYMENT OPPORTUNITY AND AFFIRMATIVE ACTION
The Construction Manager shall comply with applicable laws, regulations and special requirements of the Contract
Documents regarding equal employment opportunity and affirmative action programs.

§ 2.2 CONTROL ESTIMATE AND CONTRACT TIME
§ 2.2.1 In accordance with the preliminary Project schedule established in Section 2.1.3, the Construction Manager shall
prepare and submit to the Owner in writing a Control Estimate using current information to update the most recently
AIA Document A131™CMc – 2003 and AGC Document 566. Copyright © 1994 and 2003 by The American Institute of Architects. All rights reserved.
WARNING: This AIA
®
Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this
AIA
®
Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under
the law. Purchasers are permitted to reproduce ten (10) copies of this document when completed. To report copyright violations of AIA Contract Documents,
e-mail The American Institute of Architects’ legal counsel, copyright@aia.org.

5

prepared Preliminary Estimate. The Control Estimate shall be the sum of the then–estimated Cost of the Work and the
Construction Manager's Fee, and is the estimate against which actual costs will be measured.

§ 2.2.2 The Construction Manager shall develop and implement a detailed system of cost control that will provide the
Owner with timely information as to the anticipated total Cost of the Work. The cost control system shall compare the
Control Estimate with the actual cost for activities in progress and estimates for uncompleted tasks and proposed
changes. This information shall be reported to the Owner in writing at mutually agreeable intervals.

§ 2.2.3 As the Drawings and Specifications may not be finished at the time the Control Estimate is prepared, the
Construction Manager shall provide in the Control Estimate for further development of the Drawings and Specifications
by the Architect that is consistent with the Contract Documents and reasonably inferable therefrom. Such further
development does not include such things as changes in scope, systems, kinds and quality of materials, finishes or
equipment.

§ 2.2.4 The Control Estimate shall include:
.1 A list of the Drawings and Specifications, including all addenda thereto and the Conditions of the
Contract.
.2 A list of the clarifications and assumptions made by the Construction Manager in the preparation of the
Control Estimate to supplement the information contained in the Drawings and Specifications.
.3 A statement of the estimated Cost of the Work organized by trade categories or systems, and the
Construction Manager's fee.
.4 A statement of the actual or estimated date of commencement of the Construction Phase and the
estimated date of Substantial Completion, with a schedule of the construction documents issuance dates
upon which the estimated date of Substantial Completion is based.
.5 A statement as to whether or not the duration from the stated date of commencement of the Construction
Phase to the estimated date of Substantial Completion shall become the Contract Time and be subject to
the provisions of Article 8 of A201™–1997.

§ 2.2.5 The Construction Manager shall meet with the Owner and Architect to review the Control Estimate. In the event
that the Owner or Architect discover any inconsistencies or inaccuracies in the information presented, they shall
promptly notify the Construction Manager, who shall make appropriate adjustments to the Control Estimate. When the
Control Estimate is acceptable to the Owner, the Owner shall approve it in writing.

§ 2.2.6 Upon the Owner's approval of the Control Estimate, the Contract Documents shall consist of (1) this Agreement,
(2) A201™–1997 and other documents referred to in this Agreement, (3) the documents enumerated in Section 2.2.4
with the adjustments described in Section 2.2.5 and (4) Modifications issued subsequent to the Owner's approval of the
Control Estimate. If anything in the other Contract Documents is inconsistent with this Agreement, this Agreement shall
govern.

§ 2.2.7 The Owner shall authorize and cause the Architect to revise the Drawings and Specifications to the extent
necessary to reflect the agreed–upon assumptions and clarifications on which the Control Estimate is based. Such
revised Drawings and Specifications shall be furnished to the Construction Manager in accordance with schedules
agreed to by the Owner, Architect and Construction Manager. The Construction Manager shall promptly notify the
Architect and Owner if such revised Drawings and Specifications are inconsistent with the agreed–upon assumptions
and clarifications.

§ 2.3 CONSTRUCTION PHASE
§ 2.3.1 GENERAL
§ 2.3.1.1 The Construction Phase shall commence on the earlier of:
.1 the Owner's approval of the Control Estimate and issuance of a Notice to Proceed; or
.2 the Owner's first authorization to the Construction Manager to award a subcontract, or to undertake a
portion of the Work with the Construction Manager's own forces, or to issue a purchase order for
materials or equipment required for the Work.

§ 2.3.1.2 For purposes of Section 8.1.2 of A201™–1997, the date of commencement of the Work shall mean the date of
commencement of the Construction Phase.

AIA Document A131™CMc – 2003 and AGC Document 566. Copyright © 1994 and 2003 by The American Institute of Architects. All rights reserved.
WARNING: This AIA
®
Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this
AIA
®
Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under
the law. Purchasers are permitted to reproduce ten (10) copies of this document when completed. To report copyright violations of AIA Contract Documents,
e-mail The American Institute of Architects’ legal counsel, copyright@aia.org.

6

§ 2.3.1.3 Prior to the Owner's approval of the Construction Manager's Control Estimate and issuance of a Notice to
Proceed, the Construction Manager shall not incur any cost to be reimbursed as part of the Cost of the Work, except as
the Owner may specifically authorize in writing.

§ 2.3.2 ADMINISTRATION
§ 2.3.2.1 Those portions of the Work that the Construction Manager does not customarily perform with the Construction
Manager's own personnel shall be performed under subcontracts or by other appropriate agreements with the
Construction Manager. The Construction Manager shall obtain bids from Subcontractors and from suppliers of materials
or equipment fabricated to a special design for the Work from the list previously reviewed and, after analyzing such
bids, shall deliver such bids to the Owner and Architect. The Owner will then determine, with the advice of the
Construction Manager and subject to the reasonable objection of the Architect, which bids will be accepted. The Owner
may designate specific persons or entities from whom the Construction Manager shall obtain bids. The Construction
Manager shall not be required to contract with anyone to whom the Construction Manager has reasonable objection.

§ 2.3.2.2 Subcontracts and agreements with suppliers furnishing materials or equipment fabricated to a special design
shall conform to the payment provisions of Sections 7.1.8 and 7.1.9 and shall not be awarded on the basis of cost plus a
fee without the prior consent of the Owner.

§ 2.3.2.3 The Construction Manager shall schedule and conduct meetings at which the Owner, Architect, Construction
Manager and appropriate Subcontractors can discuss the status of the Work. The Construction Manager shall prepare
and promptly distribute meeting minutes.

§ 2.3.2.4 Promptly after the Owner's approval of the Control Estimate, the Construction Manager shall prepare a
schedule in accordance with Section 3.10 of A201™–1997, including the Owner's occupancy requirements.

§ 2.3.2.5 The Construction Manager shall provide monthly written reports to the Owner and Architect on the progress of
the entire Work. The Construction Manager shall maintain a daily log containing a record of weather, Subcontractors
working on the site, number of workers, Work accomplished, problems encountered and other similar relevant data as
the Owner may reasonably require. The log shall be available to the Owner and Architect.

§ 2.4 PROFESSIONAL SERVICES
Section 3.12.10 of A201™–1997 shall apply to both the Preconstruction and Construction Phases.

§ 2.5 HAZARDOUS MATERIALS
Section 10.3 of A201™–1997 shall apply to both the Preconstruction and Construction Phases.

ARTICLE 3 OWNER'S RESPONSIBILITIES
§ 3.1 INFORMATION AND SERVICES
§ 3.1.1 The Owner shall provide full information in a timely manner regarding the requirements of the Project, including
a program which sets forth the Owner's objectives, constraints and criteria, including space requirements and
relationships, flexibility and expandability requirements, special equipment and systems, and site requirements.

§ 3.1.2 The Owner shall, at the written request of the Construction Manager prior to commencement of the Construction
Phase and thereafter, furnish to the Construction Manager reasonable evidence that financial arrangements have been
made to fulfill the Owner’s obligations under the Contract. Furnishing of such evidence shall be a condition precedent
to commencement or continuation of the Work. After such evidence has been furnished, the Owner shall not materially
vary such financial arrangements without prior notice to the Construction Manager.

§ 3.1.3 The Owner shall establish and update an overall budget for the Project, based on consultation with the
Construction Manager and Architect, which shall include contingencies for changes in the Work and other costs that are
the responsibility of the Owner.

§ 3.1.4 STRUCTURAL AND ENVIRONMENTAL TESTS, SURVEYS AND REPORTS
In the Preconstruction Phase, the Owner shall furnish the following with reasonable promptness and at the Owner's
expense:
.1 Reports, surveys, drawings and tests concerning the conditions of the site which are required by law.
.2 Surveys describing physical characteristics, legal limitations and utility locations for the site of the
Project, and a written legal description of the site. The surveys and legal information shall include, as
applicable, grades and lines of streets, alleys, pavements and adjoining property and structures; adjacent
AIA Document A131™CMc – 2003 and AGC Document 566. Copyright © 1994 and 2003 by The American Institute of Architects. All rights reserved.
WARNING: This AIA
®
Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this
AIA
®
Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under
the law. Purchasers are permitted to reproduce ten (10) copies of this document when completed. To report copyright violations of AIA Contract Documents,
e-mail The American Institute of Architects’ legal counsel, copyright@aia.org.

7

drainage; rights–of–way, restrictions, easements, encroachments, zoning, deed restrictions, boundaries
and contours of the site; locations, dimensions and necessary data pertaining to existing buildings, other
improvements and trees; and information concerning available utility services and lines, both public and
private, above and below grade, including inverts and depths. All information on the survey shall be
referenced to a project benchmark.
.3 The services of a geotechnical engineer when such services are requested by the Construction Manager.
Such services may include but are not limited to test borings, test pits, determinations of soil bearing
values, percolation tests, evaluations of hazardous materials, ground corrosion and resistivity tests,
including necessary operations for anticipating subsoil conditions, with reports and appropriate
professional recommendations.
.4 Structural, mechanical, chemical, air and water pollution tests, tests for hazardous materials and other
laboratory and environmental tests, inspections and reports which are required by law.
.5 The services of other consultants when such services are reasonably required by the scope of the Project
and are requested by the Construction Manager. Except to the extent that the Construction Manager
knows of any inaccuracy, the Construction Manager shall be entitled to rely upon the accuracy of any
such information, reports, surveys, drawings and tests described in Sections 3.1.4.1 through 3.1.4.5, but
shall exercise customary precautions relating to the safe performance of the Work.

§ 3.2 OWNER'S DESIGNATED REPRESENTATIVE
The Owner shall designate in writing a representative who shall have express authority to bind the Owner with respect
to all matters requiring the Owner's approval or authorization. This representative shall have the authority to make
decisions on behalf of the Owner concerning estimates and schedules, construction budgets and changes in the Work,
and shall render such decisions promptly and furnish information expeditiously, so as to avoid unreasonable delay in the
services or Work of the Construction Manager. Except as otherwise provided in Section 4.2.1 of A201™–1997, the
Architect does not have such authority.

§ 3.3 ARCHITECT
The Owner shall retain an Architect to provide Basic Services, including normal structural, mechanical and electrical
engineering services, other than cost estimating services, described in the edition of AIA® Document B151™–1997,
Abbreviated Standard Form of Agreement Between Owner and Architect current as of the date of this Agreement. The
Owner shall authorize and cause the Architect to provide those Additional Services described in B151™–1997
requested by the Construction Manager which must necessarily be provided by the Architect for the Preconstruction and
Construction Phases of the Work. Such services shall be provided in accordance with time schedules agreed to by the
Owner, Architect and Construction Manager. Upon request of the Construction Manager, the Owner shall furnish to the
Construction Manager a copy of the Owner's Agreement with the Architect, from which compensation provisions may
be deleted.

§ 3.4 LEGAL REQUIREMENTS
The Owner shall determine and advise the Architect and Construction Manager of any special legal requirements
relating specifically to the Project which differ from those generally applicable to construction in the jurisdiction of the
Project. The Owner shall furnish such legal services as are necessary to provide the information and services required
under Section 3.1.

ARTICLE 4 COMPENSATION AND PAYMENTS FOR PRECONSTRUCTION PHASE SERVICES
The Owner shall compensate and make payments to the Construction Manager for Preconstruction Phase services as
follows:

§ 4.1 COMPENSATION
§ 4.1.1 For the services described in Sections 2.1 and 2.2, the Construction Manager's compensation shall be calculated
as follows:



(State basis of compensation, whether a stipulated sum, multiple of Direct Personnel Expense, actual cost, etc. Include
a statement of reimbursable cost items as applicable.)

§ 4.1.2 Compensation for Preconstruction Phase Services shall be equitably adjusted if such services extend beyond
( ) days from the date of this Agreement or if the originally
contemplated scope of services is significantly modified.
AIA Document A131™CMc – 2003 and AGC Document 566. Copyright © 1994 and 2003 by The American Institute of Architects. All rights reserved.
WARNING: This AIA
®
Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this
AIA
®
Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under
the law. Purchasers are permitted to reproduce ten (10) copies of this document when completed. To report copyright violations of AIA Contract Documents,
e-mail The American Institute of Architects’ legal counsel, copyright@aia.org.

8

§ 4.1.3 If compensation is based on a multiple of Direct Personnel Expense, Direct Personnel Expense is defined as the
direct salaries of the Construction Manager's personnel engaged in 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.

§ 4.2 PAYMENTS
§ 4.2.1 Payments shall be made monthly following presentation of the Construction Manager's invoice and, where
applicable, shall be in proportion to services performed.

§ 4.2.2 Payments are due and payable ( ) days from the date the
Construction Manager's invoice is received by the Owner. Amounts unpaid after the date on which payment is due shall
bear interest at the rate entered below, or in the absence thereof, at the legal rate prevailing from time to time at the
place where the Project is located.
(Insert rate of interest agreed upon.)





(Usury laws and requirements under the Federal Truth in Lending Act, similar state and local consumer credit laws
and other regulations at the Owner's and Contractor's principal places of business, the location of the Project and
elsewhere may affect the validity of this provision. Legal advice should be obtained with respect to deletions or
modifications, and also regarding requirements such as written disclosures or waivers.)

ARTICLE 5 COMPENSATION FOR CONSTRUCTION PHASE SERVICES
The Owner shall compensate the Construction Manager for Construction Phase services as follows:

§ 5.1 COMPENSATION
§ 5.1.1 For the Construction Manager's performance of the Work as described in Section 2.3, the Owner shall pay the
Construction Manager in current funds the Contract Sum consisting of the Cost of the Work as defined in Article 6 and
the Construction Manager's Fee determined as follows:
(State a lump sum, percentage of actual Cost of the Work or other provision for determining the Construction Manager's
Fee, and explain how the Construction Manager's Fee is to be adjusted for changes in the Work or other reasons.)





§ 5.2 CHANGES IN THE WORK
§ 5.2.1 The Owner may, without invalidating the Contract, order changes in the Work within the general scope of the
Contract consisting of additions, deletions or other revisions. The Architect may make minor changes in the Work as
provided in Section 7.4 of A201™–1997.

§ 5.2.2 Increased costs for the items set forth in Article 6 which result from changes in the Work shall become part of the
Cost of the Work, and the Construction Manager's Fee shall be adjusted if provided in Section 5.1.

§ 5.2.3 If the Construction Manager receives any drawings, specifications, interpretations or instructions from the Owner
or Architect which are inconsistent with the Contract Documents, or encounters unanticipated conditions, any of which
will result in a significant change in the cost, scope or estimated date of Substantial Completion in comparison with the
Control Estimate, the Construction Manager shall promptly notify the Owner and Architect in writing and shall not
proceed with the affected Work until further written instructions are received from the Owner and Architect.

§ 5.2.4 If no specific provision is made in Section 5.1.1 for adjustment of the Construction Manager's Fee in the case of
changes in the Work, or if the extent of such changes is such that, in the aggregate, application of the adjustment
provisions of Section 5.1.1 will cause substantial inequity to the Owner or Construction Manager, the Construction
Manager's Fee shall be equitably adjusted on the basis of the Fee established for the original Work.

AIA Document A131™CMc – 2003 and AGC Document 566. Copyright © 1994 and 2003 by The American Institute of Architects. All rights reserved.
WARNING: This AIA
®
Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this
AIA
®
Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under
the law. Purchasers are permitted to reproduce ten (10) copies of this document when completed. To report copyright violations of AIA Contract Documents,
e-mail The American Institute of Architects’ legal counsel, copyright@aia.org.

9

ARTICLE 6 COST OF THE WORK FOR CONSTRUCTION PHASE
§ 6.1 COSTS TO BE REIMBURSED
§ 6.1.1 The term "Cost of the Work" shall mean costs necessarily incurred by the Construction Manager in the proper
performance of the Work. Such costs shall be at rates not higher than those customarily paid at the place of the Project
except with prior consent of the Owner. The Cost of the Work shall include only the items set forth in this Article 6.

§ 6.1.2 LABOR COSTS
.1 Wages of construction workers directly employed by the Construction Manager to perform the
construction of the Work at the site or, with the Owner's agreement, at off–site workshops.
.2 Wages or salaries of the Construction Manager's supervisory and administrative personnel when
stationed at the site with the Owner's agreement.
(If it is intended that the wages or salaries of certain personnel stationed at the Construction Manager's
principal office or offices other than the site office shall be included in the Cost of the Work, such
personnel shall be identified below.)







.3 Wages and salaries of the Construction Manager's supervisory or administrative personnel engaged, at
factories, workshops or on the road, in expediting the production or transportation of materials or
equipment required for the Work, but only for that portion of their time required for the Work.
.4 Costs paid or incurred by the Construction Manager for taxes, insurance, contributions, assessments and
benefits required by law or collective bargaining agreements, and, for personnel not covered by such
agreements, customary benefits such as sick leave, medical and health benefits, holidays, vacations and
pensions, provided that such costs are based on wages and salaries included in the Cost of the Work
under Sections 6.1.2.1 through 6.1.2.3.

§ 6.1.3 SUBCONTRACT COSTS
Payments made by the Construction Manager to Subcontractors in accordance with the requirements of the subcontracts.

§ 6.1.4 COSTS OF MATERIALS AND EQUIPMENT INCORPORATED IN THE COMPLETED CONSTRUCTION
.1 Costs, including transportation, of materials and equipment incorporated or to be incorporated in the
completed construction.
.2 Costs of materials described in the preceding Section 6.1.4.1 in excess of those actually installed but
required to provide reasonable allowance for waste and for spoilage. Unused excess materials, if any,
shall be handed over to the Owner at the completion of the Work or, at the Owner's option, shall be sold
by the Construction Manager; amounts realized, if any, from such sales shall be credited to the Owner as
a deduction from the Cost of the Work.

§ 6.1.5 COSTS OF OTHER MATERIALS AND EQUIPMENT, TEMPORARY FACILITIES AND RELATED ITEMS
.1 Costs, including transportation, installation, maintenance, dismantling and removal of materials, supplies,
temporary facilities, machinery, equipment and hand tools not customarily owned by the construction
workers, which are provided by the Construction Manager at the site and fully consumed in the
performance of the Work; and cost less salvage value on such items if not fully consumed, whether sold
to others or retained by the Construction Manager. Cost for items previously used by the Construction
Manager shall mean fair market value.
.2 Rental charges for temporary facilities, machinery, equipment and hand tools not customarily owned by
the construction workers, which are provided by the Construction Manager at the site, whether rented
from the Construction Manager or others, and costs of transportation, installation, minor repairs and
replacements, and dismantling and removal thereof. Rates and quantities of equipment rented shall be
subject to the Owner's prior approval.
.3 Costs of removal of debris from the site.
.4 Reproduction costs, costs of telegrams, facsimile transmissions and long–distance telephone calls,
postage and express delivery charges, telephone at the site and reasonable petty cash expenses of the site
office.
.5 That portion of the reasonable travel and subsistence expenses of the Construction Manager's personnel
incurred while traveling in discharge of duties connected with the Work.
AIA Document A131™CMc – 2003 and AGC Document 566. Copyright © 1994 and 2003 by The American Institute of Architects. All rights reserved.
WARNING: This AIA
®
Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this
AIA
®
Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under
the law. Purchasers are permitted to reproduce ten (10) copies of this document when completed. To report copyright violations of AIA Contract Documents,
e-mail The American Institute of Architects’ legal counsel, copyright@aia.org.

10


§ 6.1.6 MISCELLANEOUS COSTS
.1 That portion directly attributable to this Contract of premiums for insurance and bonds.
(If charges for self-insurance are to be included, specify the basis of reimbursement.)






.2 Sales, use or similar taxes imposed by a governmental authority which are related to the Work and for
which the Construction Manager is liable.
.3 Fees and assessments for the building permit and for other permits, licenses and inspections for which the
Construction Manager is required by the Contract Documents to pay.
.4 Fees of testing laboratories for tests required by the Contract Documents, except those related to
nonconforming Work other than that for which payment is permitted by Section 6.1.8.2.
.5 Royalties and license fees paid for the use of a particular design, process or product required by the
Contract Documents; the cost of defending suits or claims for infringement of patent or other intellectual
property rights arising from such requirement by the Contract Documents; payments made in accordance
with legal judgments against the Construction Manager resulting from such suits or claims and payments
of settlements made with the Owner's consent; provided, however, that such costs of legal defenses,
judgment and settlements shall not be included in the calculation of the Construction Manager's Fee and
provided that such royalties, fees and costs are not excluded by the last sentence of Section 3.17.1 of
A201™–1997 or other provisions of the Contract Documents.
.6 Data processing costs related to the Work.
.7 Deposits lost for causes other than the Construction Manager's negligence or failure to fulfill a specific
responsibility to the Owner set forth in this Agreement.
.8 With the Owner's prior written permission, legal, mediation and arbitration costs, other than those arising
from disputes between the Owner and Construction Manager, reasonably incurred by the Construction
Manager in the performance of the Work.
.9 Expenses incurred in accordance with Construction Manager's standard personnel policy for relocation
and temporary living allowances of personnel required for the Work, in case it is necessary to relocate
such personnel from distant locations.

§ 6.1.7 OTHER COSTS
.1 Other costs incurred in the performance of the Work if and to the extent approved in advance in writing
by the Owner.

§ 6.1.8 EMERGENCIES AND REPAIRS TO DAMAGED OR NONCONFORMING WORK
The Cost of the Work shall also include costs described in Section 6.1.1 which are incurred by the Construction
Manager:
.1 In taking action to prevent threatened damage, injury or loss in case of an emergency affecting the safety
of persons and property as provided in Section 10.6 of A201™–1997.
.2 In repairing or correcting damaged or nonconforming Work executed by the Construction Manager or the
Construction Manager's Subcontractors or suppliers, provided that such damaged or nonconforming
Work was not caused by the negligence or failure to fulfill a specific responsibility to the Owner set forth
in this agreement of the Construction Manager or the Construction Manager's foremen, engineers or
superintendents, or other supervisory, administrative or managerial personnel of the Construction
Manager, or the failure of the Construction Manager's personnel to supervise adequately the Work of the
Subcontractors or suppliers, and only to the extent that the cost of repair or correction is not recoverable
by the Construction Manager from insurance, Subcontractors or suppliers.

§ 6.1.9 The costs described in Sections 6.1.1 through 6.1.8 shall be included in the Cost of the Work, notwithstanding
any provision of A201™–1997 or other Conditions of the Contract which may require the Construction Manager to pay
such costs, unless such costs are excluded by the provisions of Section 6.2.



AIA Document A131™CMc – 2003 and AGC Document 566. Copyright © 1994 and 2003 by The American Institute of Architects. All rights reserved.
WARNING: This AIA
®
Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this
AIA
®
Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under
the law. Purchasers are permitted to reproduce ten (10) copies of this document when completed. To report copyright violations of AIA Contract Documents,
e-mail The American Institute of Architects’ legal counsel, copyright@aia.org.

11

§ 6.2 COSTS NOT TO BE REIMBURSED
§ 6.2.1 The Cost of the Work shall not include:
.1 Salaries and other compensation of the Construction Manager's personnel stationed at the Construction
Manager's principal office or offices other than the site office, except as specifically provided in Sections
6.1.2.1 through 6.1.2.3.
.2 Expenses of the Construction Manager's principal office and offices other than the site office, except as
specifically provided in Section 6.1.
.3 Overhead and general expenses, except as may be expressly included in Section 6.1.
.4 The Construction Manager's capital expenses, including interest on the Construction Manager's capital
employed for the Work.
.5 Rental costs of machinery and equipment, except as specifically provided in Section 6.1.5.2.
.6 Except as provided in Section 6.1.8.2, costs due to the negligence of the Construction Manager or to the
failure of the Construction Manager to fulfill a specific responsibility to the Owner set forth in this
Agreement.
.7 Costs incurred in the performance of Preconstruction Phase Services.
.8 Except as provided in Section 6.1.7.1, any cost not specifically and expressly described in Section 6.1.

§ 6.3 DISCOUNTS, REBATES AND REFUNDS
§ 6.3.1 Cash discounts obtained on payments made by the Construction Manager shall accrue to the Owner if (1) before
making the payment, the Construction Manager included them in an Application for Payment and received payment
therefor from the Owner or (2) the Owner has deposited funds with the Construction Manager with which to make
payments; otherwise, cash discounts shall accrue to the Construction Manager. Trade discounts, rebates, refunds and
amounts received from sales of surplus materials and equipment shall accrue to the Owner, and the Construction
Manager shall make provisions so that they can be secured.

§ 6.3.2 Amounts which accrue to the Owner in accordance with the provisions of Section 6.3.1 shall be credited to the
Owner as a deduction from the Cost of the Work.

§ 6.4 ACCOUNTING RECORDS
§ 6.4.1 The Construction Manager shall keep full and detailed accounts and exercise such controls as may be necessary
for proper financial management under this Contract; the accounting and control systems shall be satisfactory to the
Owner. The Owner and the Owner's accountants shall be afforded access to the Construction Manager's records, books,
correspondence, instructions, drawings, receipts, subcontracts, purchase orders, vouchers, memoranda and other data
relating to this Project, and the Construction Manager shall preserve these for a period of three years after final
payment, or for such longer period as may be required by law.

ARTICLE 7 CONSTRUCTION PHASE PAYMENTS
§ 7.1 PROGRESS PAYMENTS
§ 7.1.1 Based upon Applications for Payment submitted to the Architect by the Construction Manager and Certificates
for Payment issued by the Architect, the Owner shall make progress payments on account of the Contract Sum to the
Construction Manager as provided below and elsewhere in the Contract Documents.

§ 7.1.2 The period covered by each Application for Payment shall be one calendar month ending on the last day of the
month, or as follows:





§ 7.1.3 Provided an Application for Payment is received by the Architect not later than the day of
a month, the Owner shall make payment to the Construction Manager not later than the day of the
same month. If an Application for Payment is received by the Architect after the application date fixed above, payment
shall be made by the Owner not later than ( ) days after the Architect receives the
Application for Payment.

§ 7.1.4 With each Application for Payment, the Construction Manager shall submit payrolls, petty cash accounts,
receipted invoices or invoices with check vouchers attached and any other evidence required by the Owner or Architect
to demonstrate that cash disbursements already made by the Construction Manager on account of the Cost of the Work
equal or exceed (1) progress payments already received by the Construction Manager; less (2) that portion of those
AIA Document A131™CMc – 2003 and AGC Document 566. Copyright © 1994 and 2003 by The American Institute of Architects. All rights reserved.
WARNING: This AIA
®
Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this
AIA
®
Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under
the law. Purchasers are permitted to reproduce ten (10) copies of this document when completed. To report copyright violations of AIA Contract Documents,
e-mail The American Institute of Architects’ legal counsel, copyright@aia.org.

12

payments attributable to the Construction Manager's Fee; plus (3) payrolls for the period covered by the present
Application for Payment.

§ 7.1.5 Applications for Payment shall show the Cost of the Work actually incurred by the Construction Manager
through the end of the period covered by the Application for Payment and for which the Construction Manager has
made or intends to make actual payment prior to the next Application for Payment.

§ 7.1.6 Subject to other provisions of the Contract Documents, the amount of each progress payment shall be computed
as follows:
.1 Take the Cost of the Work as described in Section 7.1.5.
.2 Add the Construction Manager's Fee, less retainage of percent ( %).
The Construction Manager's Fee shall be computed upon the Cost of the Work described in the preceding
Section 7.1.6.1 at the rate stated in Section 5.1 or, if the Construction Manager's Fee is stated as a fixed
sum in that Section, an amount which bears the same ratio to that fixed–sum Fee as the Cost of the Work
in the preceding Section bears to a reasonable estimate of the probable Cost of the Work upon its
completion.
.3 Subtract the aggregate of previous payments made by the Owner.
.4 Subtract the shortfall, if any, indicated by the Construction Manager in the documentation required by
Section 7.1.4 or to substantiate prior Applications for Payment or resulting from errors subsequently
discovered by the Owner's accountants in such documentation.
.5 Subtract amounts, if any, for which the Architect has withheld or withdrawn a Certificate for Payment as
provided in the Contract Documents.

§ 7.1.7 Additional retainage, if any, shall be as follows:




§ 7.1.8 Except with the Owner's prior approval, payments to Subcontractors included in the Construction Manager's
Applications for Payment shall not exceed an amount for each Subcontractor calculated as follows:
.1 Take that portion of the Subcontract Sum properly allocable to completed Work as determined by
multiplying the percentage completion of each portion of the Subcontractor's Work by the share of the
total Subcontract Sum allocated to that portion in the Subcontractor's schedule of values, less retainage of
percent ( % ). Pending final determination of amounts
to be paid to the Subcontractor for changes in the Work, amounts not in dispute may be included as
provided in Section 7.3.8 of A201™–1997 even though the Subcontract Sum has not yet been adjusted
by Change Order.
.2 Add that portion of the Subcontract Sum properly allocable to materials and equipment delivered and
suitably stored at the site for subsequent incorporation in the Work or, if approved in advance by the
Owner, suitably stored off the site at a location agreed upon in writing, less retainage of
percent ( % ).
.3 Subtract the aggregate of previous payments made by the Construction Manager to the Subcontractor.
.4 Subtract amounts, if any, for which the Architect has withheld or nullified a Certificate for Payment by
the Owner to the Construction Manager for reasons that are the fault of the Subcontractor.
.5 Add, upon Substantial Completion of the entire Work of the Construction Manager, a sum sufficient to
increase the total payments to the Subcontractor to percent
( %) of the Subcontract Sum, less amounts, if any, for incomplete Work and unsettled claims;
and, if final completion of the entire Work is thereafter materially delayed through no fault of the
Subcontractor, add any additional amounts payable on account of Work of the Subcontractor in
accordance with Section 9.10.3 of A201™–1997.
(If it is intended, prior to Substantial Completion of the entire Work of the Construction Manager, to
reduce or limit the retainage from Subcontractors resulting from the percentages inserted in Sections
7.1.8.1 and 7.1.8.2 above, and this is not explained elsewhere in the Contract Documents, insert here
provisions for such reduction or limitation.)





AIA Document A131™CMc – 2003 and AGC Document 566. Copyright © 1994 and 2003 by The American Institute of Architects. All rights reserved.
WARNING: This AIA
®
Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this
AIA
®
Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under
the law. Purchasers are permitted to reproduce ten (10) copies of this document when completed. To report copyright violations of AIA Contract Documents,
e-mail The American Institute of Architects’ legal counsel, copyright@aia.org.

13

The Subcontract Sum is the total amount stipulated in the subcontract to be paid by the Construction Manager to the
Subcontractor for the Subcontractor's performance of the subcontract.

§ 7.1.9 Except with the Owner's prior approval, the Construction Manager shall not make advance payments to suppliers
for materials or equipment which have not been delivered and stored at the site.

§ 7.1.10 In taking action on the Construction Manager's Applications for Payment, the Architect shall be entitled to rely on
the accuracy and completeness of the information furnished by the Construction Manager and shall not be deemed to
represent that the Architect has made a detailed examination, audit or arithmetic verification of the documentation
submitted in accordance with Section 7.1.4 or other supporting data, that the Architect has made exhaustive or continuous
on–site inspections or that the Architect has made examinations to ascertain how or for what purposes the Construction
Manager has used amounts previously paid on account of the Contract. Such examinations, audits and verifications, if
required by the Owner, will be performed by the Owner's accountants acting in the sole interest of the Owner.

§ 7.2 FINAL PAYMENT
§ 7.2.1 Final payment shall be made by the Owner to the Construction Manager when (1) the Contract has been fully
performed by the Construction Manager, except for the Construction Manager's responsibility to correct nonconforming
Work, as provided in Section 12.2.2 of A201™–1997, and to satisfy other requirements, if any, which necessarily
survive final payment; (2) a final Application for Payment and a final accounting for the Cost of the Work have been
submitted by the Construction Manager and reviewed by the Owner's accountants; and (3) a final Certificate for
Payment has then been issued by the Architect. Such final payment shall be made by the Owner not more than 30 days
after the issuance of the Architect's final Certificate for Payment, or as follows:





§ 7.2.2 The amount of the final payment shall be calculated as follows:
.1 Take the sum of the Cost of the Work substantiated by the Construction Manager's final accounting and
the Construction Manager's Fee.
.2 Subtract amounts, if any, for which the Architect withholds, in whole or in part, a final Certificate for
Payment as provided in Section 9.5.1 of A201™–1997 or other provisions of the Contract Documents.
.3 Subtract the aggregate of previous payments made by the Owner.

If the aggregate of previous payments made by the Owner exceeds the amount due the Construction Manager, the
Construction Manager shall reimburse the difference to the Owner.

§ 7.2.3 The Owner's accountants will review and report in writing on the Construction Manager's final accounting within
30 days after delivery of the final accounting to the Architect by the Construction Manager. Based upon such Cost of
the Work as the Owner's accountants report to be substantiated by the Construction Manager's final accounting, and
provided the other conditions of Section 7.2.1 have been met, the Architect will, within seven days after receipt of the
written report of the Owner's accountants, either issue to the Owner a final Certificate for Payment with a copy to the
Construction Manager or notify the Construction Manager and Owner in writing of the Architect's reasons for
withholding a certificate as provided in Section 9.5.1 of A201™–1997. The time periods stated in this Section 7.2
supersede those stated in Section 9.4.1 of A201™–1997.

§ 7.2.4 If the Owner's accountants report the Cost of the Work as substantiated by the Construction Manager's final
accounting to be less than claimed by the Construction Manager, the Construction Manager shall be entitled to proceed
in accordance with Article 9 without a further decision of the Architect. Unless agreed to otherwise, a demand for
mediation or arbitration of the disputed amount shall be made by the Construction Manager within 60 days after the
Construction Manager's receipt of a copy of the Architect's final Certificate for Payment. Failure to make such demand
within this 60–day period shall result in the substantiated amount reported by the Owner's accountants becoming
binding on the Construction Manager. Pending a final resolution of the disputed amount, the Owner shall pay the
Construction Manager the amount certified in the Architect's final Certificate for Payment.

§ 7.2.5 If, subsequent to final payment and at the Owner's request, the Construction Manager incurs costs described in
Section 6.1 and not excluded by Section 6.2 (1) to correct nonconforming Work or (2) arising from the resolution of
disputes, the Owner shall reimburse the Construction Manager such costs and the Construction Manager's Fee, if any,
related thereto on the same basis as if such costs had been incurred prior to final payment.
AIA Document A131™CMc – 2003 and AGC Document 566. Copyright © 1994 and 2003 by The American Institute of Architects. All rights reserved.
WARNING: This AIA
®
Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this
AIA
®
Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under
the law. Purchasers are permitted to reproduce ten (10) copies of this document when completed. To report copyright violations of AIA Contract Documents,
e-mail The American Institute of Architects’ legal counsel, copyright@aia.org.

14

ARTICLE 8 INSURANCE AND BONDS
§ 8.1 INSURANCE REQUIRED OF THE CONSTRUCTION MANAGER
During both phases of the Project, the Construction Manager shall purchase and maintain insurance as set forth in
Section 11.1 of A201™–1997. Such insurance shall be written for not less than the following limits, or greater if
required by law:

§ 8.1.1 Workers' Compensation and Employers' Liability meeting statutory limits mandated by state and federal laws. If
(1) limits in excess of those required by statute are to be provided, or (2) the employer is not statutorily bound to obtain
such insurance coverage or (3) additional coverages are required, additional coverages and limits for such insurance
shall be as follows:







§ 8.1.2 Commercial General Liability, including coverage for Premises–Operations, Independent Contractors' Protective,
Products–Completed Operations, Contractual Liability, Personal Injury, and Broad Form Property Damage (including
coverage for Explosion, Collapse and Underground hazards):
$______________________________ Each Occurrence
$______________________________ General Aggregate
$______________________________ Personal and Advertising Injury
$______________________________ Products–Completed Operations Aggregate

.1 The policy shall be endorsed to have the General Aggregate apply to this Project only.
.2 Products and Completed Operations insurance shall be maintained for a minimum period of at least
( ) year(s) after either 90 days following Substantial
Completion or final payment, whichever is earlier.
.3 The Contractual Liability insurance shall include coverage sufficient to meet the obligations in A201™–
1997 under Section 3.18.

§ 8.1.3 Automobile Liability (owned, non–owned and hired vehicles) for bodily injury and property damage:
$______________________________ Each Accident

§ 8.1.4 Other coverage:








(If Umbrella Excess Liability coverage is required over the primary insurance or retention, insert the coverage limits.
Commercial General Liability and Automobile Liability limits may be attained by individual policies or by a
combination of primary policies and Umbrella and/or Excess Liability policies. If Project Management Protective
Liability Insurance is to be provided, state the limits here.)

§ 8.2 INSURANCE REQUIRED OF THE OWNER
During both phases of the Project, the Owner shall purchase and maintain liability and property insurance, including
waivers of subrogation, as set forth in Sections 11.2 and 11.4 of A201™–1997. Such insurance shall be written for not
less than the following limits, or greater if required by law:

§ 8.2.1 Property Insurance:
$______________________________ Deductible Per Occurrence
$______________________________ Aggregate Deductible
AIA Document A131™CMc – 2003 and AGC Document 566. Copyright © 1994 and 2003 by The American Institute of Architects. All rights reserved.
WARNING: This AIA
®
Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this
AIA
®
Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under
the law. Purchasers are permitted to reproduce ten (10) copies of this document when completed. To report copyright violations of AIA Contract Documents,
e-mail The American Institute of Architects’ legal counsel, copyright@aia.org.

15

§ 8.2.2 Boiler and Machinery insurance with a limit of: .
(If not a blanket policy, list the objects to be insured.)


§ 8.3 PERFORMANCE BOND AND PAYMENT BOND
§ 8.3.1 The Construction Manager shall (insert "shall" or "shall not") furnish bonds covering faithful performance of
the Contract and payment of obligations arising thereunder. Bonds may be obtained through the Construction Manager's
usual source and the cost thereof shall be included in the Cost of the Work. The amount of each bond shall be equal to
percent ( % ) of the Contract Sum.
§ 8.3.2 The Construction Manager shall deliver the required bonds to the Owner at least three days before the
commencement of any Work at the Project site.

ARTICLE 9 MISCELLANEOUS PROVISIONS
§ 9.1 DISPUTE RESOLUTION
§ 9.1.1 During both the Preconstruction and Construction Phases, Claims, disputes or other matters in question between
the parties to this Agreement shall be resolved as provided in Sections 4.3 through 4.6 of A201™–1997 except that,
during the Preconstruction Phase, no decision by the Architect shall be a condition precedent to mediation or arbitration.

§ 9.2 OTHER PROVISIONS
§ 9.2.1 Unless otherwise noted, the terms used in this Agreement shall have the same meaning as those in the 1997
edition of A201™–1997.

§ 9.2.2 EXTENT OF CONTRACT
This Contract, which includes this Agreement and the other documents incorporated herein by reference, represents the
entire and integrated agreement between the Owner and the Construction Manager and supersedes all prior negotiations,
representations or agreements, either written or oral. This Agreement may be amended only by written instrument
signed by both the Owner and Construction Manager. If anything in any document incorporated into this Agreement is
inconsistent with this Agreement, this Agreement shall govern.

§ 9.2.3 OWNERSHIP AND USE OF DOCUMENTS
Article 1.6 of A201™–1997 shall apply to both the Preconstruction and Construction Phases.

§ 9.2.4 GOVERNING LAW
The Contract shall be governed by the law of the place where the Project is located.

§ 9.2.5 ASSIGNMENT
The Owner and Construction Manager respectively bind themselves, their partners, successors, assigns and legal
representatives to the other party hereto and to partners, successors, assigns and legal representatives of such other party
in respect to covenants, agreements and obligations contained in the Contract Documents. Except as provided in Section
13.2.2 of A201™–1997, neither party to the Contract shall assign the Contract as a whole without written consent of the
other. If either party attempts to make such an assignment without such consent, that party shall nevertheless remain
legally responsible for all obligations under the Contract.

ARTICLE 10 TERMINATION OR SUSPENSION
§ 10.1 TERMINATION PRIOR TO THE OWNER'S APPROVAL OF THE CONTROL ESTIMATE
§ 10.1.1 Prior to the Owner's approval of the Control Estimate, the Owner may terminate this Contract at any time
without cause, and the Construction Manager may terminate this Contract for any of the reasons described in Section
14.1.1 of A201™–1997. The provisions of Article 14 of A201™–1997 do not otherwise apply to this Section 10.1.

§ 10.1.2 If the Owner or Construction Manager terminates this Contract pursuant to this Section 10.1 prior to
commencement of the Construction Phase, the Construction Manager shall be equitably compensated for
Preconstruction Phase Services performed prior to receipt of notice of termination; provided, however, that the
compensation for such services shall not exceed the compensation set forth in Section 4.1.1.

§ 10.1.3 If the Owner or Construction Manager terminates this Contract pursuant to this Section 10.1 after
commencement of the Construction Phase and prior to the Owner's approval of the Control Estimate, the Construction
Manager shall, in addition to the compensation provided in Section 10.1.2, be paid an amount calculated as follows:
.1 Take the Cost of the Work incurred by the Construction Manager.
AIA Document A131™CMc – 2003 and AGC Document 566. Copyright © 1994 and 2003 by The American Institute of Architects. All rights reserved.
WARNING: This AIA
®
Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this
AIA
®
Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under
the law. Purchasers are permitted to reproduce ten (10) copies of this document when completed. To report copyright violations of AIA Contract Documents,
e-mail The American Institute of Architects’ legal counsel, copyright@aia.org.

16

.2 Add the Construction Manager's Fee computed upon the Cost of the Work to the date of termination at
the rate stated in Section 5.1 or, if the Construction Manager's Fee is stated as a fixed sum in that Section,
an amount which bears the same ratio to that fixed–sum Fee as the Cost of the Work at the time of
termination bears to a reasonable estimate of the probable Cost of the Work upon its completion.
.3 Subtract the aggregate of previous payments made by the Owner on account of the Construction Phase.

The Owner shall also pay the Construction Manager fair compensation, either by purchase or rental at the election of the
Owner, for any equipment owned by the Construction Manager which the Owner elects to retain and which is not
otherwise included in the Cost of the Work under Section 10.1.3.1. To the extent that the Owner elects to take legal
assignment of subcontracts and purchase orders (including rental agreements), the Construction Manager shall, as a
condition of receiving the payments referred to in this Article 10, execute and deliver all such papers and take all such
steps, including the legal assignment of such subcontracts and other contractual rights of the Construction Manager, as
the Owner may require for the purpose of fully vesting in the Owner the rights and benefits of the Construction
Manager under such subcontracts or purchase orders.

Subcontracts, purchase orders and rental agreements entered into by the Construction Manager with the Owner's written
approval prior to the Owner's approval of the Control Estimate shall contain provisions permitting assignment to the
Owner as described above. If the Owner accepts such assignment, the Owner shall reimburse or indemnify the
Construction Manager with respect to all costs arising under the subcontract, purchase order or rental agreement, except
those which would not have been reimbursable as Cost of the Work if the contract had not been terminated. If the
Owner elects not to accept the assignment of any subcontract, purchase order or rental agreement which would have
constituted a Cost of the Work had this agreement not been terminated, the Construction Manager shall terminate such
subcontract, purchase order or rental agreement and the Owner shall pay the Construction Manager the costs necessarily
incurred by the Construction Manager by reason of such termination.

§ 10.2 TERMINATION SUBSEQUENT TO THE OWNER'S APPROVAL OF THE CONTROL ESTIMATE
§ 10.2.1 Subsequent to the Owner's approval of the Control Estimate, the Contract may be terminated as provided in
Sections 14.1.1, 14.1.2 and 14.2.1 of A201™–1997. The provisions of Article 14 of A201™–1997 do not otherwise
apply to this Section 10.2.

§ 10.2.2 In the event of such termination by the Owner, the amount payable to the Construction Manager shall not
exceed the amount the Construction Manager would have been entitled to receive pursuant to Sections 10.1.2 and 10.1.3
of this Agreement, less any compensation that may be awarded to the Owner pursuant to Section 9.1.

§ 10.2.3 In the event of such termination by the Construction Manager, the amount payable to the Construction Manager
shall be in accordance with Sections 10.1.2 and 10.1.3 of this Agreement, except that the Construction Manager's Fee
shall be calculated as if the Work had been fully completed by the Construction Manager, including a reasonable
estimate of the Cost of the Work for Work not actually completed.

§ 10.2.4 In addition to the Owner's right to terminate this Agreement for cause as provided in Section 14.2.1 of A201™–
1997, the Owner may terminate this Agreement without cause; in such case, the Construction Manager shall be paid as
provided in Section 10.2.3.

§ 10.3 NOTICE OF TERMINATION
§ 10.3.1 The party seeking termination shall give the other party seven days' written notice.

§ 10.4 SUSPENSION
The Work may be suspended by the Owner as provided in Article 14 of A201™–1997; in such case, the associated
increase in costs shall become part of the Cost of Work, and the Construction Manager's Fee shall be adjusted in
accordance with Section 5.1.









AIA Document A131™CMc – 2003 and AGC Document 566. Copyright © 1994 and 2003 by The American Institute of Architects. All rights reserved.
WARNING: This AIA
®
Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this
AIA
®
Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under
the law. Purchasers are permitted to reproduce ten (10) copies of this document when completed. To report copyright violations of AIA Contract Documents,
e-mail The American Institute of Architects’ legal counsel, copyright@aia.org.

17

ARTICLE 11 OTHER CONDITIONS AND SERVICES











































This Agreement entered into as of the day and year first written above.

OWNER CONSTRUCTION MANAGER

(Signature) (Signature)

(Printed name and title) (Printed name and title)

Date Date

ATTEST ATTEST
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.
Document A141
TM
– 2004 Instructions
Standard Form of Agreement Between Owner and Design-Builder
AIA Document A141™ – 2004. Copyright © 2004 by The American Institute of Architects. All rights reserved. WARNING: This AIA
®
Document
is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA
®
Document, or any
portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law.
Purchasers are permitted to reproduce ten (10) copies of this document when completed. To report copyright violations of AIA Contract Documents,
e-mail The American Institute of Architects’ legal counsel, copyright@aia.org.

1

GENERAL INFORMATION

Purpose
AIA Document A141–2004 replaces AIA Document A191–1996, Standard Form of Agreement Between Owner and
Design/Builder, and consists of the Agreement portion and three exhibits, Exhibit A, Terms and Conditions, Exhibit
B, Determination of the Cost of the Work, and Exhibit C, Insurance and Bonds. A141–2004 forms the nucleus of the
Contract for Design-Build between the Owner and Design-Builder. A141 requires the Owner and Contractor to select
the basis of payment from three choices: (1) Stipulated Sum, (2) Cost of the Work plus Design-Builder’s Fee, and (3)
Cost of the Work plus Design-Builder’s Fee with a Guaranteed Maximum Price.

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.

Related Documents
AIA Document A141–2004 is published in conjunction with four other documents in the 2004 Design-Build Family.
This family of documents is intended to govern the relationships among the parties to a design-build project.

B142™–2004, Agreement Between Owner and Consultant, where the Owner contemplates using the Design-Build
method of project delivery
B143™–2004, Agreement Between Design-Builder and Architect
A142™–2004, Agreement Between Design-Builder and Contractor
G704/DB™–2004, Acknowledgement of Substantial Completion of a Design-Build Project

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, write to the American Arbitration Association or call
(800) 778-7879. The American Arbitration Association may also be contacted at http://www.adr.org.

Why Use AIA Contract Documents
AIA contract documents are the product of a consensus-building process aimed at balancing the interests of all parties
on the construction project. The documents reflect actual industry practices, not theory. They are state-of-the-art legal
documents, regularly revised to keep up with changes in law and the industry—yet they are written, as far as possible,
in everyday language. Finally, AIA contract documents are flexible: they are intended to be modified to fit individual
projects, but in such a way that modifications are easily distinguished from the original, printed language.


AIA Document A141™ – 2004. Copyright © 2004 by The American Institute of Architects. All rights reserved. WARNING: This AIA
®
Document
is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA
®
Document, or any
portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law.
Purchasers are permitted to reproduce ten (10) copies of this document when completed. To report copyright violations of AIA Contract Documents,
e-mail The American Institute of Architects’ legal counsel, copyright@aia.org.

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 among documents.

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 the
Work on the basis of 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.

Standard Forms
Most AIA documents published since 1906 have contained in their titles the words "Standard Form." The term
"standard" is not meant to imply that a uniform set of contractual requirements is mandatory for AIA members or
others in the construction industry. Rather, the AIA standard documents are intended to be used as fair and balanced
baselines from which the parties can negotiate their bargains. As such, the documents have won general acceptance
within the construction industry and have been uniformly interpreted by the courts. Within an industry spanning 50
states—each free to adopt different, and perhaps contradictory, laws affecting that industry—AIA documents form the
basis for a generally consistent body of construction law.

Use of Current Documents
Prior to using any AIA Contract Document, users should consult www.aia.org 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.

The AIA hereby grants the purchaser a limited license to reproduce a maximum of ten copies of a completed A141,
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, e-mail The American Institute of Architects' legal
counsel, copyright@aia.org.

CHANGES FROM THE PREVIOUS EDITION

A141–2004 is not an update to the A191-1996 document that it replaces, but is a wholly new document with a new
one-part format, and new content.

Format
A single standard form document replaces the A191-1996 edition’s Part 1 Agreement for preliminary design and
budgeting and the sequentially executed Part 2 Agreement covering final design and construction. The new A141
integrates preliminary and final design with construction in a one-part agreement, and provides greater flexibility in
tailoring the standard form to an individual project.

Agreement terms are supplemented with exhibits for the terms and conditions, determination of the cost of the work,
and insurance and bonding provisions. For example, the parties select the dispute resolution method in the Agreement,
the provisions for which are defined in Exhibit A, Terms and Conditions.

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.



2
AIA Document A141™ – 2004. Copyright © 2004 by The American Institute of Architects. All rights reserved. WARNING: This AIA
®
Document
is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA
®
Document, or any
portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law.
Purchasers are permitted to reproduce ten (10) copies of this document when completed. To report copyright violations of AIA Contract Documents,
e-mail The American Institute of Architects’ legal counsel, copyright@aia.org.

Content
In A141, the Owner and Design-Builder must agree upon and designate the payment method from three choices:
stipulated sum, cost plus a fee, or a guaranteed maximum price. These three payment methods are addressed
separately within the agreement, and progress payment provisions are tailored to each of the three payment methods.

Arbitration is not mandatory under the A141, so the parties must also select the binding method of dispute resolution
from three choices: arbitration, litigation or another method that the parties must identify. A project Neutral is a new
concept defined in Article 1 of Exhibit A. Because the Neutral makes initial decisions on claims, its function parallels,
in part, the role of the Architect in a traditional design-bid-build project.

USING THE A141–2004 FORM

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.

Standard Form of Agreement Between Owner and Design-Builder
Cover Page
Date: The date represents the date the Agreement becomes effective. It may be the date 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. It will be the date from which the Contract Time is measured unless a different date is
inserted under Section 3.1.

Identification of the Parties: Parties to the Agreement should be identified using the full address and legal name
under which this 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, close 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. Other information may be added, such as telephone numbers and
electronic addresses.

Project: Describe the proposed Project in sufficient detail to identify: (1) the official name or title of the facility; (2)
the location of the site; (3) the proposed building usage; and (4) the size, capacity or scope of the Project.

Article 3 Date of Commencement and Substantial Completion
§ 3.1 Insert the date of commencement of the Work if it is different from the date of the Agreement. It should not be
earlier than the date of execution (signing) of the Agreement. Enter either the specific date of commencement of the
3
AIA Document A141™ – 2004. Copyright © 2004 by The American Institute of Architects. All rights reserved. WARNING: This AIA
®
Document
is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA
®
Document, or any
portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law.
Purchasers are permitted to reproduce ten (10) copies of this document when completed. To report copyright violations of AIA Contract Documents,
e-mail The American Institute of Architects’ legal counsel, copyright@aia.org.

Work, or if a notice to proceed is to be used, enter the sentence, "The date of commencement shall be stipulated by the
notice to proceed." When time of performance is to be strictly enforced, the statement of starting time should be
carefully weighed.

§ 3.2 Optionally, insert any provisions for liquidated damages relating to failure to complete on time, or for bonus
payments for early completion. Liquidated damages are not a penalty to be inflicted on the Design-Builder, but must
bear an actual and reasonably estimable relationship to the Owner's loss if construction is not completed on time.
There is little or no legal precedent to support the proposition of linking a bonus with a penalty. If liquidated damages
are to be assessed because delayed construction will result in actual loss to the Owner, the amount of damages due for
each day lost should be entered here or in the Supplementary Conditions. Factors such as confidentiality or the need to
inform subcontractors about the amount of liquidated damages will help determine the placement of such language.

If a provision for liquidated damages is included, it should be carefully drafted by the Owner’s attorney. Such a
provision may be based on the following sample language:

"The Design-Builder and the Design-Builder's surety, if any, shall be liable for and shall pay the Owner the sums
hereinafter stipulated as liquidated damages for each calendar day of delay until the Work is substantially complete:
________ Dollars ($ ______)."

For further information on liquidated damages, penalties and bonus provisions, see AIA Document A511™–1999,
Guide for Supplementary Conditions, free online at www.aia.org.

§ 3.3 The time within which Substantial Completion of the Work is to be achieved may be expressed as a number of
days (preferably calendar days) or as a specified date. If a specified date is used and the date of commencement is to
be given in a notice to proceed, these dates must be carefully coordinated to allow sufficient time for completion of
the Work. Any requirements for earlier Substantial Completion of portions of the Work should be entered here if not
specified elsewhere in the Design-Build Documents.

Article 4 Contract Sum
§ 4.1 Select the type of contract sum by checking the appropriate box. Next, complete the corresponding Section 4.2,
4.3 or 4.4, as appropriate.

§ 4.2.1 Stipulated Sum
Enter the Stipulated Sum payable to the Design-Builder.

§ 4.2.2 Identify any alternates described in the Design-Build Documents and accepted by the Owner. If decisions on
alternates are to be made subsequent to execution of A141–2004, attach a schedule showing the amount of each
alternate and the date it expires.

§ 4.2.3 Enter the description, unit and price per unit for any unit prices. If unit prices are not covered in greater detail
elsewhere in the Design-Build Documents, the following provision for unit prices is suggested:

"The unit prices listed below shall determine the value of extra Work or changes in the Work, as applicable. They
shall be considered complete and shall include all material and equipment, labor, installation costs, overhead and
profit. Unit prices shall be used uniformly for additions or deductions."

§ 4.2.4 Cash allowances, cash contingency allowances or specific allowances for overhead and profit on Change
Orders may be included under this section.

§ 4.4.3.1 Guaranteed Maximum Price
Insert a Guaranteed Maximum Price for the Cost of the Work and the Design-Builder’s Fee. Insert specific provisions
if the Design-Builder is to participate in any savings when the final Contract Sum is below the Guaranteed Maximum
Price.

§ 4.4.3.2 Refer to Section 4.2.2 above.

§ 4.4.3.3 Refer to Section 4.2.3 above.

§ 4.4.3.4 Refer to Section 4.2.4 above.
4
AIA Document A141™ – 2004. Copyright © 2004 by The American Institute of Architects. All rights reserved. WARNING: This AIA
®
Document
is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA
®
Document, or any
portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law.
Purchasers are permitted to reproduce ten (10) copies of this document when completed. To report copyright violations of AIA Contract Documents,
e-mail The American Institute of Architects’ legal counsel, copyright@aia.org.

Article 5 Payments
§ 5.1.2 Insert the time period covered by each Application for Payment if it differs from one calendar month.

§ 5.1.3 Insert the time schedule for presenting Applications for Payment, and indicate due dates for making progress
payments. The last day upon which Work may be included in an Application should normally be no less than 14 days
prior to the payment date, in consideration of the seven days allowed for the Owner's evaluation of an Application and
issuance of the written acknowledgement of receipt pursuant to Section A.9.4, and a reasonable amount of time
subsequently accorded the Owner to make Payment. Due dates for payment should be acceptable to both the Owner
and Design-Builder. They should allow sufficient time for the Design-Builder to prepare an Application for Payment,
and for the Owner to make payment.

§ 5.2.2.1 Indicate the percent retainage, if any, to be withheld when computing the amount of each progress payment.
The Owner frequently pays the Design-Builder the bulk of the earned sum when payments fall due, retaining a
percentage to ensure faithful performance. These percentages may vary with circumstances and localities. The AIA
endorses the practice of reducing retainage as rapidly as possible, consistent with the continued protection of all
affected parties. See AIA Document A511–1999, Guide for Supplementary Conditions, for a complete discussion.

§ 5.2.2.2 Insert any additional retainage to be withheld from that portion of the Contract Sum allocable to materials
and equipment stored at the site. Payment for materials stored off the site should be provided for in a specific
agreement and enumerated in Section 7.7. Provisions regarding transportation to the site and insurance protecting the
Owner's interests should be included.

§ 5.2.4 Describe any arrangements to reduce or limit retainages indicated in Sections 5.2.2.1 and 5.2.2.2, if not
explained elsewhere in the Design-Build Documents. A provision for reducing retainage should provide that the
reduction will be made only if the Owner judges that the Work is progressing satisfactorily. If the Design-Builder has
furnished a bond, demonstration of the surety's consent to reduction in or partial release of retainage must be provided
before such reduction is effected. Use of AIA Document G707A™–1994, Consent of Surety to Final Reduction in or
Partial Release of Retainage, is recommended.

§ 5.3.2.2 Indicate the percent of retainage, if any, to be withheld from the Design-Builder’s Fee when computing the
amount of each progress payment.

§ 5.3.4 Indicate the percent of retainage, if any, to be withheld when determining the maximum payment to
Contractors to be included in each of the Design-Builder’s Applications for Payment. The retainage may vary with
circumstances and localities. The AIA endorses the practice of reducing retainage as rapidly as possible, consistent
with the continued protection of all affected parties. See AIA Document A511–1999, Guide for Supplementary
Conditions, for further discussion.

§ 5.4.2.3 Indicate the percent of retainage, if any, to be withheld from the Design-Builder’s Fee when computing the
amount of each progress payment.

§ 5.4.3 Indicate the percent of retainage, if any, to be withheld from payments by the Design-Builder to Contractors.
The retainage may vary with circumstances and localities. The AIA endorses the practice of reducing retainage as
rapidly as possible, consistent with the continued protection of all affected parties. See AIA Document A511–1999,
Guide for Supplementary Conditions, for further discussion.

Article 6 Dispute Resolution
§ 6.1 In this section, the Owner and Design-Builder may identify a Neutral to render initial decisions on claims arising
between the Owner and Design-Builder. If the parties do not identify a Neutral, then the Owner shall provide the
initial decision.

§ 6.2 In the AIA 2004 Design-Build Family, binding arbitration is not mandatory for disputes that fail to settle in
mediation. Instead, the parties are required to select from three choices of binding dispute resolution: (1) arbitration, (2)
litigation or (3) another method that they 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.



5
AIA Document A141™ – 2004. Copyright © 2004 by The American Institute of Architects. All rights reserved. WARNING: This AIA
®
Document
is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA
®
Document, or any
portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law.
Purchasers are permitted to reproduce ten (10) copies of this document when completed. To report copyright violations of AIA Contract Documents,
e-mail The American Institute of Architects’ legal counsel, copyright@aia.org.

Article 8 Enumeration of the Design-Build Documents
A detailed enumeration of all Design-Build Documents must be made in this article.

Exhibit A, Terms and Conditions
Exhibit A supplies the terms and conditions for the A141–2004, Agreement between the Owner and Design-Builder.
Do not use A201, General Conditions of the Contract for Construction, with the A141–2004 Agreement.

Cover Page
Identification of the Project and Parties: Identify the Project and the parties just as they appear on the cover page of
the Agreement.

Exhibit B, Determination of the Cost of the Work
Exhibit B provides the definition for the Cost of the Work and a detailed listing of the costs to be reimbursed and
those costs not to be reimbursed. If the Contract Sum is a Stipulated Sum, in accordance with Section 4.2 of the
Agreement, Exhibit B is not applicable.

Cover page
Identification of the Project and Parties: Identify the Project and the parties just as they appear on the cover page of
the Agreement.

Exhibit C, Insurance and Bonds
Exhibit C provides a location in the Design-Build Documents to (1) modify the provisions of A.11, Insurance &
Bonds and provide applicable limits and deductible amounts, and (2) supply information regarding surety bonds
(specifying their type and penal sums).

Cover page
Identification of the Project and Parties: Identify the Project and the parties just as they appear on the cover page of
the Agreement.

EXECUTION OF THE AGREEMENT

The persons executing the Agreement 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.


6
0ocument A141

- 2004
3tandard Form of Agreement 8etween 0wner and 0esign-8uilder
AIA Document A141™– 2004. Copyright © 2004 by The American Institute of Architects. All rights reserved. WARNING: This AIA
®
Document is
protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA
®
Document, or any portion of
it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. Purchasers are
permitted to reproduce ten (10) copies of this document when completed. To report copyright violations of AIA Contract Documents, e-mail The American
Institute of Architects’ legal counsel, copyright@aia.org.


1

This document has important
legal consequences.
Consultation with an attorney
is encouraged with respect to
its completion or modification.
Consultation with an attorney is
also encouraged with respect to
professional licensing
requirements in the jurisdiction
where the Project is located.

ACREEHENT made as of the day of
in the year of
(In words, indicate day, month and year)


ßETwEEN the Owner:
(Name, address and other information)










and the Design-Builder:
(Name, address and other information)










For the following Project:
(Name, location and detailed description)



















The Owner and Design-Builder agree as follows.

AIA Document A141™– 2004. Copyright © 2004 by The American Institute of Architects. All rights reserved. WARNING: This AIA
®
Document is
protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA
®
Document, or any portion of
it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. Purchasers are
permitted to reproduce ten (10) copies of this document when completed. To report copyright violations of AIA Contract Documents, e-mail The American
Institute of Architects’ legal counsel, copyright@aia.org.


2

TAßLE 0F ART|6LE8

1 ThE 0E8|CN-ßU|L0 006UHENT8

2 w0RK 0F Th|8 ACREEHENT

3 0ATE 0F 60HHEN6EHENT AN0 8Uß8TANT|AL 60HPLET|0N

4 60NTRA6T 8UH

5 PAYHENT8

ô 0|8PUTE RE80LUT|0N

7 H|86ELLANE0U8 PR0V|8|0N8

8 ENUHERAT|0N 0F ThE 0E8|CN-ßU|L0 006UHENT8

TAßLE 0F EXh|ß|T8

A TERH8 AN0 60N0|T|0N8

ß 0ETERH|NAT|0N 0F ThE 608T 0F ThE w0RK

6 |N8URAN6E AN0 ß0N08


ART|6LE 1 ThE 0E8|CN-ßU|L0 006UHENT8
§ 1.1 The Design-Build Documents form the Design-Build Contract. The Design-Build Documents consist of this
Agreement between Owner and Design-Builder (hereinafter, the “Agreement”) and its attached Exhibits;
Supplementary and other Conditions; Addenda issued prior to execution of the Agreement; the Project Criteria,
including changes to the Project Criteria proposed by the Design-Builder and accepted by the Owner, if any; the
Design-Builder's Proposal and written modifications to the Proposal accepted by the Owner, if any; other documents
listed in this Agreement; and Modifications issued after execution of this Agreement. The Design-Build Documents
shall not be construed to create a contractual relationship of any kind (1) between the Architect and Owner, (2) between
the Owner and a Contractor or Subcontractor, or (3) between any persons or entities other than the Owner and Design-
Builder, including but not limited to any consultant retained by the Owner to prepare or review the Project Criteria. An
enumeration of the Design-Build Documents, other than Modifications, appears in Article 8.

§ 1.2 The Design-Build Contract represents the entire and integrated agreement between the parties hereto and
supersedes prior negotiations, representations or agreements, either written or oral.

§ 1.3 The Design-Build Contract may be amended or modified only by a Modification. A Modification is (1) a written
amendment to the Design-Build Contract signed by both parties, (2) a Change Order, (3) a Construction Change
Directive or (4) a written order for a minor change in the Work issued by the Owner.

ART|6LE 2 ThE w0RK 0F ThE 0E8|CN-ßU|L0 60NTRA6T
§ 2.1 The Design-Builder shall fully execute the Work described in the Design-Build Documents, except to the extent
specifically indicated in the Design-Build Documents to be the responsibility of others.

ART|6LE 3 0ATE 0F 60HHEN6EHENT AN0 8Uß8TANT|AL 60HPLET|0N
§ 3.1 The date of commencement of the Work shall be the date of this Agreement unless a different date is stated below or
provision is made for the date to be fixed in a notice issued by the Owner.
(Insert the date of commencement if it differs from the date of this Agreement or, if applicable, state that the date will be
fixed in a notice to proceed.)



AIA Document A141™– 2004. Copyright © 2004 by The American Institute of Architects. All rights reserved. WARNING: This AIA
®
Document is
protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA
®
Document, or any portion of
it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. Purchasers are
permitted to reproduce ten (10) copies of this document when completed. To report copyright violations of AIA Contract Documents, e-mail The American
Institute of Architects’ legal counsel, copyright@aia.org.


3

If, prior to the commencement of Work, the Owner requires time to file mortgages, documents related to mechanic’s liens
and other security interests, the Owner’s time requirement shall be as follows:
(Insert Owner’s time requirements.)




§ 3.2 The Contract Time shall be measured from the date of commencement, subject to adjustments of this Contract Time
as provided in the Design-Build Documents.
(Insert provisions, if any, for liquidated damages relating to failure to complete on time or for bonus payments for early
completion of the Work.)




§ 3.3 The Design-Builder shall achieve Substantial Completion of the Work not later than days from the
date of commencement, or as follows:
(Insert number of calendar days. Alternatively, a calendar date may be used when coordinated with the date of
commencement. Unless stated elsewhere in the Design-Build Documents, insert any requirements for earlier Substantial
Completion of certain portions of the Work.)



ART|6LE 4 60NTRA6T 8UH
§ 4.1 The Owner shall pay the Design-Builder the Contract Sum in current funds for the Design-Builder’s performance of
the Design-Build Contract. The Contract Sum shall be one of the following:
(Check the appropriate box.)

Stipulated Sum in accordance with Section 4.2 below;

Cost of the Work Plus Design-Builder’s Fee in accordance with Section 4.3 below;

Cost of the Work Plus Design-Builder’s Fee with a Guaranteed Maximum Price in accordance
with Section 4.4 below.

(Based on the selection above, complete either Section 4.2, 4.3 or 4.4 below.)

§ 4.28T|PULATE0 8UH
§ 4.2.1 The Stipulated Sum shall be Dollars ($ ), subject to
additions and deductions as provided in the Design-Build Documents.

§ 4.2.2 The Stipulated Sum is based upon the following alternates, if any, which are described in the Design-Build
Documents and are hereby accepted by the Owner:




§ 4.2.3 Unit prices, if any, are as follows:




§ 4.2.4 Allowances, if any, are as follows:
(Identify and state the amounts of any allowances, and state whether they include labor, materials, or both.)




AIA Document A141™– 2004. Copyright © 2004 by The American Institute of Architects. All rights reserved. WARNING: This AIA
®
Document is
protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA
®
Document, or any portion of
it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. Purchasers are
permitted to reproduce ten (10) copies of this document when completed. To report copyright violations of AIA Contract Documents, e-mail The American
Institute of Architects’ legal counsel, copyright@aia.org.


4

§ 4.2.5 Assumptions or qualifications, if any, on which the Stipulated Sum is based, are as follows:




§ 4.3 608T 0F ThE w0RK PLU8 0E8|CN-ßU|L0ER'8 FEE
§ 4.3.1 The Cost of the Work is as defined in Exhibit B.

§ 4.3.2 The Design-Builder’s Fee is:
(State a lump sum, percentage of Cost of the Work or other provision for determining the Design-Builder’s Fee and the
method of adjustment to the Fee for changes in the Work.)



§ 4.4 608T 0F ThE w0RK PLU8 0E8|CN-ßU|L0ER'8 FEE w|Th A CUARANTEE0 HAX|HUH PR|6E
§ 4.4.1 The Cost of the Work is as defined in Exhibit B, plus the Design-Builder’s Fee.

§ 4.4.2 The Design-Builder’s Fee is:
(State a lump sum, percentage of Cost of the Work or other provision for determining the Design-Builder’s Fee and the
method of adjustment to the Fee for changes in the Work.)


§ 4.4.3 CUARANTEE0 HAX|HUH PR|6E
§ 4.4.3.1 The sum of the Cost of the Work and the Design-Builder’s Fee is guaranteed by the Design-Builder not to exceed
Dollars ($ ), subject to additions and deductions by changes in the Work as provided in the Design-Build
Documents. Such maximum sum is referred to in the Design-Build Documents as the Guaranteed Maximum Price. Costs
which would cause the Guaranteed Maximum Price to be exceeded shall be paid by the Design-Builder without
reimbursement by the Owner.
(Insert specific provisions if the Design-Builder is to participate in any savings.)



§ 4.4.3.2 The Guaranteed Maximum Price is based on the following alternates, if any, which are described in the Design-
Build Documents and are hereby accepted by the Owner:






§ 4.4.3.3 Unit Prices, if any, are as follows:





§ 4.4.3.4 Allowances, if any, are as follows:
(Identify and state the amounts of any allowances, and state whether they include labor, materials, or both.)



§ 4.4.3.5 Assumptions, if any, on which the Guaranteed Maximum Price is based, are as follows:
(Identify the assumptions on which the Guaranteed Maximum Price is based.)





AIA Document A141™– 2004. Copyright © 2004 by The American Institute of Architects. All rights reserved. WARNING: This AIA
®
Document is
protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA
®
Document, or any portion of
it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. Purchasers are
permitted to reproduce ten (10) copies of this document when completed. To report copyright violations of AIA Contract Documents, e-mail The American
Institute of Architects’ legal counsel, copyright@aia.org.


5

§ 4.5 6hANCE8 |N ThE w0RK
§ 4.5.1 Adjustments of the Contract Sum on account of changes in the Work may be determined by any of the methods
listed in Article A.7 of Exhibit A, Terms and Conditions.

§ 4.5.2 Where the Contract Sum is the Cost of the Work, with or without a Guaranteed Maximum Price, and no specific
provision is made in Sections 4.3.2 or 4.4.2 for adjustment of the Design-Builder’s Fee in the case of Changes in the Work,
or if the extent of such changes is such, in the aggregate, that application of the adjustment will cause substantial inequity
to the Owner or Design-Builder, the Design-Builder’s Fee shall be equitably adjusted on the basis of the Fee established
for the original Work, and the Contract Sum shall be adjusted accordingly.

ART|6LE 5 PAYHENT8
§ 5.1 PR0CRE88 PAYHENT8
§ 5.1.1 Based upon Applications for Payment submitted to the Owner by the Design-Builder, the Owner shall make
progress payments on account of the Contract Sum to the Design-Builder as provided below and elsewhere in the Design-
Build Documents.

§ 5.1.2 The period covered by each Application for Payment shall be one calendar month ending on the last day of the
month, or as follows:

§ 5.1.3 Provided that an Application for Payment is received not later than the day of month, the Owner
shall make payment to the Design-Builder not later than the day of the month. If an
Application for Payment is received by the Owner after the application date fixed above, payment shall be made by the
Owner not later than days after the Owner receives the Application for Payment.

§ 5.1.4 With each Application for Payment where the Contract Sum is based upon the Cost of the Work, or the Cost of the
Work with a Guaranteed Maximum Price, the Design-Builder shall submit payrolls, petty cash accounts, receipted invoices
or invoices with check vouchers attached, and any other evidence required by the Owner to demonstrate that cash
disbursements already made by the Design-Builder on account of the Cost of the Work equal or exceed (1) progress
payments already received by the Design-Builder, less (2) that portion of those payments attributable to the Design-
Builder’s Fee; plus (3) payrolls for the period covered by the present Application for Payment.

§ 5.1.5 With each Application for Payment where the Contract Sum is based upon a Stipulated Sum or Cost of the Work
with a Guaranteed Maximum Price, the Design-Builder shall submit the most recent schedule of values in accordance with
the Design-Build Documents. The schedule of values shall allocate the entire Contract Sum among the various portions of
the Work. Compensation for design services shall be shown separately. Where the Contract Sum is based on the Cost of
the Work with a Guaranteed Maximum Price, the Design-Builder’s Fee shall be shown separately. The schedule of values
shall be prepared in such form and supported by such data to substantiate its accuracy as the Owner may require. This
schedule of values, unless objected to by the Owner, shall be used as a basis for reviewing the Design-Builder’s
Applications for Payment.

§ 5.1.ô In taking action on the Design-Builder’s Applications for Payment, the Owner shall be entitled to rely on the
accuracy and completeness of the information furnished by the Design-Builder and shall not be deemed to have made a
detailed examination, audit or arithmetic verification of the documentation submitted in accordance with Sections 5.1.4 or
5.1.5, or other supporting data; to have made exhaustive or continuous on-site inspections; or to have made examinations to
ascertain how or for what purposes the Design-Builder has used amounts previously paid on account of the Agreement.
Such examinations, audits and verifications, if required by the Owner, will be performed by the Owner’s accountants
acting in the sole interest of the Owner.

§ 5.1.7 Except with the Owner's prior approval, the Design-Builder shall not make advance payments to suppliers for
materials or equipment which have not been delivered and stored at the site.

§ 5.2 PR0CRE88 PAYHENT8 - 8T|PULATE0 8UH
§ 5.2.1 Applications for Payment where the Contract Sum is based upon a Stipulated Sum shall indicate the percentage of
completion of each portion of the Work as of the end of the period covered by the Application for Payment.




AIA Document A141™– 2004. Copyright © 2004 by The American Institute of Architects. All rights reserved. WARNING: This AIA
®
Document is
protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA
®
Document, or any portion of
it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. Purchasers are
permitted to reproduce ten (10) copies of this document when completed. To report copyright violations of AIA Contract Documents, e-mail The American
Institute of Architects’ legal counsel, copyright@aia.org.


6

§ 5.2.2Subject to other provisions of the Design-Build Documents, the amount of each progress payment shall be
computed as follows:
.1 Take that portion of the Contract Sum properly allocable to completed Work as determined by
multiplying the percentage completion of each portion of the Work by the share of the Contract Sum
allocated to that portion of the Work in the schedule of values, less retainage of
percent ( %) on the Work, other than services provided by design professionals and other
consultants retained directly by the Design-Builder. Pending final determination of cost to the Owner of
Changes in the Work, amounts not in dispute shall be included as provided in Section A.7.3.8 of Exhibit
A, Terms and Conditions;
.2 Add that portion of the Contract Sum properly allocable to materials and equipment delivered and
suitably stored at the site for subsequent incorporation in the completed construction (or, if approved in
advance by the Owner, suitably stored off the site at a location agreed upon in writing), less retainage of
percent ( %);
.3 Subtract the aggregate of previous payments made by the Owner; and
.4 Subtract amounts, if any, for which the Owner has withheld payment from or nullified an Application for
Payment as provided in Section A.9.5 of Exhibit A, Terms and Conditions.

§ 5.2.3 The progress payment amount determined in accordance with Section 5.2.2 shall be further modified under the
following circumstances:
.1 add, upon Substantial Completion of the Work, a sum sufficient to increase the total payments to the full
amount of the Contract Sum, less such amounts as the Owner shall determine for incomplete Work,
retainage applicable to such work and unsettled claims; and
(Section A.9.8.6 of Exhibit A, Terms and Conditions requires release of applicable retainage upon
Substantial Completion of Work with consent of surety, if any.)
.2 add, if final completion of the Work is thereafter materially delayed through no fault of the Design-
Builder, any additional amounts payable in accordance with Section A.9.10.3 of Exhibit A, Terms and
Conditions.

§ 5.2.4 Reduction or limitation of retainage, if any, under Section 5.2.2 shall be as follows:
(If it is intended, prior to Substantial Completion of the entire Work, to reduce or limit the retainage resulting from the
percentages inserted in Sections 5.2.2.1 and 5.2.2.2 above, and this is not explained elsewhere in the Design-Build
Documents, insert here provisions for such reduction or limitation.)




§ 5.3 PR0CRE88 PAYHENT8 - 608T 0F ThE w0RK PLU8 A FEE
§ 5.3.1 Where the Contract Sum is based upon the Cost of the Work plus a fee without a Guaranteed Maximum Price,
Applications for Payment shall show the Cost of the Work actually incurred by the Design-Builder through the end of
the period covered by the Application for Payment and for which Design-Builder has made or intends to make actual
payment prior to the next Application for Payment.

§ 5.3.2 Subject to other provisions of the Design-Build Documents, the amount of each progress payment shall be
computed as follows:
.1 Take the Cost of the Work as described in Exhibit B;
.2 Add the Design-Builder’s Fee, less retainage of ( % ). The Design-
Builder’s Fee shall be computed upon the Cost of the Work described in the preceding Section 5.3.2.1 at
the rate stated in Section 4.3.2; or if the Design-Builder’s Fee is stated as a fixed sum in that section, an
amount which bears the same ratio to that fixed-sum Fee as the Cost of the Work in the preceding section
bears to a reasonable estimate of the probable Cost of the Work upon its completion;
.3 Subtract the aggregate of previous payments made by the Owner;
.4 Subtract the shortfall, if any, indicated by the Design-Builder in the documentation required by Section
5.1.4 or resulting from errors subsequently discovered by the Owner's accountants in such
documentation; and
.5 Subtract amounts, if any, for which the Owner has withheld or withdrawn a Certificate for Payment as
provided in the Section A.9.5 of Exhibit A, Terms and Conditions.


AIA Document A141™– 2004. Copyright © 2004 by The American Institute of Architects. All rights reserved. WARNING: This AIA
®
Document is
protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA
®
Document, or any portion of
it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. Purchasers are
permitted to reproduce ten (10) copies of this document when completed. To report copyright violations of AIA Contract Documents, e-mail The American
Institute of Architects’ legal counsel, copyright@aia.org.


7

§ 5.3.3 Retainage in addition to the retainage stated at Section 5.3.2.2, if any, shall be as follows:




§ 5.3.4 Except with the Owner's prior approval, payments for the Work, other than for services provided by design
professionals and other consultants retained directly by the Design-Builder, shall be subject to retainage of not less than
( %). The Owner and Design-Builder shall agree on a mutually acceptable procedure
for review and approval of payments and retention for Contractors.

§ 5.4 PR0CRE88 PAYHENT8 - 608T 0F ThE w0RK PLU8 A FEE w|Th A CUARANTE0 HAX|HUH PR|6E
§ 5.4.1 Applications for Payment where the Contract Sum is based upon the Cost of the Work Plus a Fee with a Guaranteed
Maximum Price shall show the percentage of completion of each portion of the Work as of the end of the period covered
by the Application for Payment. The percentage of completion shall be the lesser of (1) the percentage of that portion of the
Work which has actually been completed; or (2) the percentage obtained by dividing (a) the expense that has actually been
incurred by the Design-Builder on account of that portion of the Work for which the Design-Builder has made or intends to
make actual payment prior to the next Application for Payment by (b) the share of the Guaranteed Maximum Price
allocated to that portion of the Work in the schedule of values.

§ 5.4.2 Subject to other provisions of the Design-Build Documents, the amount of each progress payment shall be
computed as follows:
.1 Take that portion of the Guaranteed Maximum Price properly allocable to completed Work as
determined by multiplying the percentage of completion of each portion of the Work by the share of the
Guaranteed Maximum Price allocated to that portion of the Work in the schedule of values. Pending final
determination of cost to the Owner of changes in the Work, amounts not in dispute shall be included as
provided in Section A.7.3.8 of Exhibit A, Terms and Conditions;
.2 Add that portion of the Guaranteed Maximum Price properly allocable to materials and equipment
delivered and suitably stored at the site for subsequent incorporation in the Work, or if approved in
advance by the Owner, suitably stored off the site at a location agreed upon in writing;
.3 Add the Design-Builder’s Fee, less retainage of ( % ). The Design-
Builder’s Fee shall be computed upon the Cost of the Work described in the two preceding sections at
the rate stated in Section 4.4.2 or, if the Design-Builder’s Fee is stated as a fixed sum in that section,
shall be an amount that bears the same ratio to that fixed-sum fee as the Cost of the Work in the two
preceding sections bears to a reasonable estimate of the probable Cost of the Work upon its completion;
.4 Subtract the aggregate of previous payments made by the Owner;
.5 Subtract the shortfall, if any, indicated by the Design-Builder in the documentation required by Section
5.1.4 to substantiate prior Applications for Payment, or resulting from errors subsequently discovered by
the Owner's accountants in such documentation; and
.ô Subtract amounts, if any, for which the Owner has withheld or nullified a Certificate for Payment as
provided in Section A.9.5 of Exhibit A, Terms and Conditions.

§ 5.4.3 Except with the Owner's prior approval, payments for the Work, other than for services provided by design
professionals and other consultants retained directly by the Design-Builder, shall be subject to retainage of not less than
( %). The Owner and Design-Builder shall agree on a mutually acceptable procedure
for review and approval of payments and retention for Contractors.

§ 5.5 F|NAL PAYHENT
§ 5.5.1 Final payment, constituting the entire unpaid balance of the Contract Sum, shall be made by the Owner to the
Design-Builder no later than 30 days after the Design-Builder has fully performed the Design-Build Contract, including the
requirements in Section A.9.10 of Exhibit A, Terms and Conditions, except for the Design-Builder’s responsibility to
correct non-conforming Work discovered after final payment or to satisfy other requirements, if any, which extend beyond
final payment.






AIA Document A141™– 2004. Copyright © 2004 by The American Institute of Architects. All rights reserved. WARNING: This AIA
®
Document is
protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA
®
Document, or any portion of
it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. Purchasers are
permitted to reproduce ten (10) copies of this document when completed. To report copyright violations of AIA Contract Documents, e-mail The American
Institute of Architects’ legal counsel, copyright@aia.org.


8

ART|6LE ô 0|8PUTE RE80LUT|0N
§ ô.1 The parties appoint the following individual to serve as a Neutral pursuant to Section A.4.2 of Exhibit A, Terms and
Conditions:
(Insert the name, address and other information of the individual to serve as a Neutral. If the parties do not select a
Neutral, then the provisions of Section A.4.2.2 of Exhibit A, Terms and Conditions, shall apply.)






§ ô.2 If the parties do not resolve their dispute through mediation pursuant to Section A.4.3 of Exhibit A, Terms and
Conditions, the method of binding dispute resolution shall be the following:
(If the parties do not select a method of binding dispute resolution, then the method of binding dispute resolution shall be
by litigation in a court of competent jurisdiction.)
(Check one.)

Arbitration pursuant to Section A.4.4 of Exhibit A, Terms and Conditions

Litigation in a court of competent jurisdiction

Other (Specify)


§ ô.3 ARß|TRAT|0N
§ ô.3.1 If Arbitration is selected by the parties as the method of binding dispute resolution, then any claim, dispute or other
matter in question arising out of or related to this Agreement shall be subject to arbitration as provided in Section A.4.4 of
Exhibit A, Terms and Conditions.

ART|6LE 7 H|86ELLANE0U8 PR0V|8|0N8
§ 7.1 The Architect, other design professionals and consultants engaged by the Design-Builder shall be persons or entities
duly licensed to practice their professions in the jurisdiction where the Project is located and are listed as follows:
(Insert name, address, license number, relationship to Design-Builder and other information.)




§ 7.2 Consultants, if any, engaged directly by the Owner, their professions and responsibilities are listed below:
(Insert name, address, license number, if applicable, and responsibilities to Owner and other information.)




§ 7.3 Separate contractors, if any, engaged directly by the Owner, their trades and responsibilities are listed below:
(Insert name, address, license number, if applicable, responsibilities to Owner and other information.)




§ 7.4 The Owner’s Designated Representative is:
(Insert name, address and other information.)




§ 7.4.1 The Owner’s Designated Representative identified above shall be authorized to act on the Owner’s behalf with
respect to the Project.

AIA Document A141™– 2004. Copyright © 2004 by The American Institute of Architects. All rights reserved. WARNING: This AIA
®
Document is
protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA
®
Document, or any portion of
it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. Purchasers are
permitted to reproduce ten (10) copies of this document when completed. To report copyright violations of AIA Contract Documents, e-mail The American
Institute of Architects’ legal counsel, copyright@aia.org.


9

§ 7.5 The Design-Builder’s Designated Representative is:
(Insert name, address and other information.)




§ 7.5.1 The Design-Builder’s Designated Representative identified above shall be authorized to act on the Design-
Builder’s behalf with respect to the Project.

§ 7.ô Neither the Owner’s nor the Design-Builder’s Designated Representative shall be changed without ten days written
notice to the other party.

§ 7.7 Other provisions:





§ 7.7.1 Where reference is made in this Agreement to a provision of another Design-Build Document, the reference
refers to that provision as amended or supplemented by other provisions of the Design-Build Documents.

§ 7.7.2 Payments due and unpaid under the Design-Build Contract shall bear interest from the date payment is due at the
rate stated below, or in the absence thereof, at the legal rate prevailing from time to time at the place where the Project
is located.
(Insert rate of interest agreed upon, if any.)


(Usury laws and requirements under the Federal Truth in Lending Act, similar state and local consumer credit laws
and other regulations at the Owner’s and Design-Builder’s principal places of business, the location of the Project and
elsewhere may affect the validity of this provision. Legal advice should be obtained with respect to deletions or
modifications, and also regarding requirements such as written disclosures or waivers.)

ART|6LE 8 ENUHERAT|0N 0F ThE 0E8|CN-ßU|L0 006UHENT8
§ 8.1 The Design-Build Documents, except for Modifications issued after execution of this Agreement, are enumerated
as follows:

§ 8.1.1 The Agreement is this executed edition of the Standard Form of Agreement Between Owner and Design-Builder,
AIA Document A141–2004.

§ 8.1.2 The Supplementary and other Conditions of the Agreement, if any, are as follows:
(Either list applicable documents below or refer to an exhibit attached to this Agreement.)




§ 8.1.3 The Project Criteria, including changes to the Project Criteria proposed by the Design-Builder, if any, and
accepted by the Owner, consist of the following:
(Either list applicable documents and their dates below or refer to an exhibit attached to this Agreement.)




§ 8.1.4 The Design-Builder’s Proposal, dated , consists of the following:
(Either list applicable documents below or refer to an exhibit attached to this Agreement.)




AIA Document A141™– 2004. Copyright © 2004 by The American Institute of Architects. All rights reserved. WARNING: This AIA
®
Document is
protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA
®
Document, or any portion of
it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. Purchasers are
permitted to reproduce ten (10) copies of this document when completed. To report copyright violations of AIA Contract Documents, e-mail The American
Institute of Architects’ legal counsel, copyright@aia.org.


10

§ 8.1.5 Amendments to the Design-Builder’s Proposal, if any, are as follows:
(Either list applicable documents below or refer to an exhibit attached to this Agreement.)




§ 8.1.ô The Addenda, if any, are as follows:
(Either list applicable documents below or refer to an exhibit attached to this Agreement.)




§ 8.1.7 Exhibit A, Terms and Conditions.
(If the parties agree to substitute terms and conditions other than those contained in AIA Document A141–2004, Exhibit A,
Terms and Conditions, then identify such terms and conditions and attach to this Agreement as Exhibit A.)




§ 8.1.8 Exhibit B, Determination of the Cost of the Work, if applicable.
(If the parties agree to substitute a method to determine the Cost of the Work other than that contained in AIA Document
A141–2004, Exhibit B, Determination of the Cost of the Work, then identify such other method to determine the Cost of the
Work and attach to this Agreement as Exhibit B. If the Contract Sum is a Stipulated Sum, then Exhibit B is not applicable.)


§ 8.1.9 Exhibit C, Insurance and Bonds, if applicable.
(Complete AIA Document A141–2004, Exhibit C, Insurance and Bonds or indicate "not applicable.")




§ 8.1.10 Other documents, if any, forming part of the Design-Build Documents are as follows:
(Either list applicable documents below or refer to an exhibit attached to this Agreement.)









This Agreement is entered into as of the day and year first written above and is executed in at least three original
copies, of which one is to be delivered to the Design-Builder and one to the Owner.


0wNER (Signature) 0E8|CN-ßU|L0ER (Signature)

(Printed name and title) (Printed name and title)
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.
0ocument A141
TH
- 2004 Exh|b|t A
7erms and Conditions
AIA Document A141™– 2004. Copyright © 2004 by The American Institute of Architects. All rights reserved. WARNING: This AIA
®
Document is
protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA
®
Document, or any portion of
it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. Purchasers are
permitted to reproduce ten (10) copies of this document when completed. To report copyright violations of AIA Contract Documents, e-mail The American
Institute of Architects’ legal counsel, copyright@aia.org.


1


for the fo||ow|ng PR0JE6T:
(Name and location or address)



ThE 0wNER:
(Name and address)



ThE 0E8|CN-ßU|L0ER:
(Name and address)



TAßLE 0F ART|6LE8

A.1 CENERAL PR0V|8|0N8

A.2 0wNER

A.3 0E8|CN-ßU|L0ER

A.4 0|8PUTE RE80LUT|0N

A.5 AwAR0 0F 60NTRA6T8

A.ô 60N8TRU6T|0N ßY 0wNER 0R ßY 8EPARATE 60NTRA6T0R8

A.7 6hANCE8 |N ThE w0RK

A.8 T|HE

A.9 PAYHENT8 AN0 60HPLET|0N

A.10 PR0TE6T|0N 0F PER80N8 AN0 PR0PERTY

A.11 |N8URAN6E AN0 ß0N08

A.12 UN60VER|NC AN0 60RRE6T|0N 0F w0RK

A.13 H|86ELLANE0U8 PR0V|8|0N8

A.14 TERH|NAT|0N 0R 8U8PEN8|0N 0F ThE 0E8|CN-ßU|L0 60NTRA6T
This document has important
legal consequences.
Consultation with an attorney
is encouraged with respect to
its completion or modification.
Consultation with an attorney is
also encouraged with respect to
professional licensing
requirements in the jurisdiction
where the Project is located.
AIA Document A141™– 2004. Copyright © 2004 by The American Institute of Architects. All rights reserved. WARNING: This AIA
®
Document is
protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA
®
Document, or any portion of
it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. Purchasers are
permitted to reproduce ten (10) copies of this document when completed. To report copyright violations of AIA Contract Documents, e-mail The American
Institute of Architects’ legal counsel, copyright@aia.org.


2

ART|6LE A.1 CENERAL PR0V|8|0N8
§ A.1.1 ßA8|6 0EF|N|T|0N8
§ A.1.1.1 ThE 0E8|CN-ßU|L0 006UHENT8
The Design-Build Documents are identified in Section 1.1 of the Agreement.

§ A.1.1.2 PR0JE6T 6R|TER|A
The Project Criteria are identified in Section 8.1.3 of the Agreement and may describe the character, scope,
relationships, forms, size and appearance of the Project, materials and systems and, in general, their quality levels,
performance standards, requirements or criteria, and major equipment layouts.

§ A.1.1.3 AR6h|TE6T
The Architect is the person lawfully licensed to practice architecture or an entity lawfully practicing architecture
identified as such in the Agreement and having a direct contract with the Design-Builder to perform design services
for all or a portion of the Work, and is referred to throughout the Design-Build Documents as if singular in number.
The term “Architect” means the Architect or the Architect’s authorized representative.

§ A.1.1.4 60NTRA6T0R
A Contractor is a person or entity, other than the Architect, that has a direct contract with the Design-Builder to
perform all or a portion of the construction required in connection with the Work. The term “Contractor” is referred to
throughout the Design-Build Documents as if singular in number and means a Contractor or an authorized
representative of the Contractor. The term “Contractor” does not include a separate contractor, as defined in Section
A.6.1.2, or subcontractors of a separate contractor.

§ A.1.1.5 8Uß60NTRA6T0R
A Subcontractor is a person or entity who has a direct contract with a Contractor to perform a portion of the
construction required in connection with the Work at the site. The term “Subcontractor” is referred to throughout the
Design-Build Documents as if singular in number and means a Subcontractor or an authorized representative of the
Subcontractor.

§ A.1.1.ô ThE w0RK
The term “Work” means the design, construction and services required by the Design-Build Documents, whether
completed or partially completed, and includes all other labor, materials, equipment and services provided or to be
provided by the Design-Builder to fulfill the Design-Builder’s obligations. The Work may constitute the whole or a
part of the Project.

§ A.1.1.7 ThE PR0JE6T
The Project is the total design and construction of which the Work performed under the Design-Build Documents may
be the whole or a part, and which may include design and construction by the Owner or by separate contractors.

§ A.1.1.8 NEUTRAL
The Neutral is the individual appointed by the parties to decide Claims and disputes pursuant to Section A.4.2.1.

§ A.1.2 60HPL|AN6E w|Th APPL|6AßLE LAw8
§ A.1.2.1 If the Design-Builder believes that implementation of any instruction received from the Owner would cause a
violation of any applicable law, statute, ordinance, building code, rule or regulation, the Design-Builder shall notify
the Owner in writing. Neither the Design-Builder nor any Contractor or Architect shall be obligated to perform any act
which they believe will violate any applicable law, ordinance, rule or regulation.

§ A.1.2.2 The Design-Builder shall be entitled to rely on the completeness and accuracy of the information contained in
the Project Criteria, but not that such information complies with applicable laws, regulations and codes, which shall be
the obligation of the Design-Builder to determine. In the event that a specific requirement of the Project Criteria
conflicts with applicable laws, regulations and codes, the Design-Builder shall furnish Work which complies with such
laws, regulations and codes. In such case, the Owner shall issue a Change Order to the Design-Builder unless the
Design-Builder recognized such non-compliance prior to execution of this Agreement and failed to notify the Owner.




AIA Document A141™– 2004. Copyright © 2004 by The American Institute of Architects. All rights reserved. WARNING: This AIA
®
Document is
protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA
®
Document, or any portion of
it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. Purchasers are
permitted to reproduce ten (10) copies of this document when completed. To report copyright violations of AIA Contract Documents, e-mail The American
Institute of Architects’ legal counsel, copyright@aia.org.


3

§ A.1.3 6AP|TAL|ZAT|0N
§ A.1.3.1 Terms capitalized in these Terms and Conditions include those which are (1) specifically defined, (2) the
titles of numbered articles and identified references to sections in the document, or (3) the titles of other documents
published by the American Institute of Architects.

§ A.1.4 |NTERPRETAT|0N
§ A.1.4.1 In the interest of brevity, the Design-Build Documents frequently omit modifying words such as “all” and
“any” and articles such as “the” and “an,” but the fact that a modifier or an article is absent from one statement and
appears in another is not intended to affect the interpretation of either statement.

§ A.1.4.2 Unless otherwise stated in the Design-Build Documents, words which have well-known technical or
construction industry meanings are used in the Design-Build Documents in accordance with such recognized
meanings.

§ A.1.5 EXE6UT|0N 0F ThE 0E8|CN-ßU|L0 006UHENT8
§ A.1.5.1 The Design-Build Documents shall be signed by the Owner and Design-Builder.

§ A.1.5.2 Execution of the Design-Build Contract by the Design-Builder is a representation that the Design-Builder has
visited the site, become generally familiar with local conditions under which the Work is to be performed and
correlated personal observations with requirements of the Design-Build Documents.

§ A.1.ô 0wNER8h|P AN0 U8E 0F 006UHENT8 AN0 ELE6TR0N|6 0ATA
§ A.1.ô.1 Drawings, specifications, and other documents including those in electronic form, prepared by the Architect
and furnished by the Design-Builder are Instruments of Service. The Design-Builder, Design-Builder’s Architect and
other providers of professional services individually shall retain all common law, statutory and other reserved rights,
including copyright in those Instruments of Services furnished by them. Drawings, specifications, and other documents
and materials and electronic data are furnished for use solely with respect to this Project.

§ A.1.ô.2 Upon execution of the Design-Build Contract, the Design-Builder grants to the Owner a non-exclusive
license to reproduce and use the Instruments of Service solely in connection with the Project, including the Project’s
further development by the Owner and others retained by the Owner for such purposes, provided that the Owner shall
comply with all obligations, including prompt payment of sums when due, under the Design-Build Documents.
Subject to the Owner’s compliance with such obligations, such license shall extend to those parties retained by the
Owner for such purposes, including other design professionals. The Design-Builder shall obtain similar non-exclusive
licenses from its design professionals, including the Architect. The Owner shall not otherwise assign or transfer any
license herein to another party without prior written agreement of the Design-Builder. Any unauthorized reproduction
or use of the Instruments of Service by the Owner or others shall be at the Owner’s sole risk and expense without
liability to the Design-Builder and its design professionals. Except as provided in Section A.1.6.4, termination of this
Agreement prior to completion of the Design-Builder’s services to be performed under this Agreement shall terminate
this license.

§ A.1.ô.3 Prior to any electronic exchange by the parties of the Instruments of Service or any other documents or
materials to be provided by one party to the other, the Owner and the Design-Builder shall agree in writing on the
specific conditions governing the format thereof, including any special limitations or licenses not otherwise provided
in the Design-Build Documents.

§ A.1.ô.4 If this Agreement is terminated for any reason other than the default of the Owner, each of the Design-
Builder’s design professionals, including the Architect, shall be contractually required to convey to the Owner a non-
exclusive license to use that design professional’s Instruments of Service for the completion, use and maintenance of
the Project, conditioned upon the Owner’s written notice to that design professional of the Owner’s assumption of the
Design-Builder’s contractual duties and obligations to that design professional and payment to that design professional
of all amounts due to that design professional and its consultants. If the Owner does not assume the remaining duties
and obligations of the Design-Builder to that design professional under this Agreement, then the Owner shall
indemnify and hold harmless that design professional from all claims and any expense, including legal fees, which that
design professional shall thereafter incur by reason of the Owner’s use of such Instruments of Service. The Design-
Builder shall incorporate the requirements of this Section A.1.6.4 in all agreements with its design professionals.


AIA Document A141™– 2004. Copyright © 2004 by The American Institute of Architects. All rights reserved. WARNING: This AIA
®
Document is
protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA
®
Document, or any portion of
it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. Purchasers are
permitted to reproduce ten (10) copies of this document when completed. To report copyright violations of AIA Contract Documents, e-mail The American
Institute of Architects’ legal counsel, copyright@aia.org.


4

§ A.1.ô.5 Submission or distribution of the Design-Builder’s documents to meet official regulatory requirements or for
similar purposes in connection with the Project is not to be construed as publication in derogation of the rights
reserved in Section A.1.6.1.

ART|6LE A.2 0wNER
§ A.2.1 CENERAL
§ A.2.1.1 The Owner is the person or entity identified as such in the Agreement and is referred to throughout the
Design-Build Documents as if singular in number. The term “Owner” means the Owner or the Owner’s authorized
representative. The Owner shall designate in writing a representative who shall have express authority to bind the
Owner with respect to all Project matters requiring the Owner’s approval or authorization. The Owner shall render
decisions in a timely manner and in accordance with the Design-Builder’s schedule submitted to the Owner.

§ A.2.1.2 The Owner shall furnish to the Design-Builder within 15 days after receipt of a written request information
necessary and relevant for the Design-Builder to evaluate, give notice of or enforce mechanic’s lien rights. Such
information shall include a correct statement of the record legal title to the property on which the Project is located,
usually referred to as the site, and the Owner’s interest therein.

§ A.2.2 |NF0RHAT|0N AN0 8ERV|6E8 RE0U|RE0 0F ThE 0wNER
§ A.2.2.1 Information or services required of the Owner by the Design-Build Documents shall be furnished by the
Owner with reasonable promptness. Any other information or services relevant to the Design-Builder’s performance of
the Work under the Owner's control shall be furnished by the Owner after receipt from the Design-Builder of a written
request for such information or services.

§ A.2.2.2 The Owner shall be responsible to provide surveys, if not required by the Design-Build Documents to be
provided by the Design-Builder, describing physical characteristics, legal limitations, and utility locations for the site
of this Project, and a written legal description of the site. The surveys and legal information shall include, as
applicable, grades and lines of streets, alleys, pavements, and adjoining property and structures; adjacent drainage;
rights-of-way, restrictions, easements, encroachments, zoning, deed restriction, boundaries, and contours of the site;
locations, dimensions, and necessary data pertaining to existing buildings, other improvements and trees; and
information concerning available utility services and lines, both public and private, above and below grade, including
inverts and depths. All the information on the survey shall be referenced to a Project benchmark.

§ A.2.2.3 The Owner shall provide, to the extent available to the Owner and if not required by the Design-Build
Documents to be provided by the Design-Builder, the results and reports of prior tests, inspections or investigations
conducted for the Project involving structural or mechanical systems, chemical, air and water pollution, hazardous
materials or environmental and subsurface conditions and information regarding the presence of pollutants at the
Project site.

§ A.2.2.4 The Owner may obtain independent review of the Design-Builder’s design, construction and other documents
by a separate architect, engineer, and contractor or cost estimator under contract to or employed by the Owner. Such
independent review shall be undertaken at the Owner’s expense in a timely manner and shall not delay the orderly
progress of the Work.

§ A.2.2.5 The Owner shall cooperate with the Design-Builder in securing building and other permits, licenses and
inspections. The Owner shall not be required to pay the fees for such permits, licenses and inspections unless the cost
of such fees is excluded from the responsibility of the Design-Builder under the Design-Build Documents.

§ A.2.2.ô The services, information, surveys and reports required to be provided by the Owner under Section A.2.2,
shall be furnished at the Owner's expense, and the Design-Builder shall be entitled to rely upon the accuracy and
completeness thereof, except as otherwise specifically provided in the Design-Build Documents or to the extent the
Owner advises the Design-Builder to the contrary in writing.

§ A.2.2.7 If the Owner observes or otherwise becomes aware of a fault or defect in the Work or non-conformity with
the Design-Build Documents, the Owner shall give prompt written notice thereof to the Design-Builder.

§ A.2.2.8 The Owner shall, at the request of the Design-Builder, prior to execution of the Design-Build Contract and
promptly upon request thereafter, furnish to the Design-Builder reasonable evidence that financial arrangements have
been made to fulfill the Owner’s obligations under the Design-Build Documents.
AIA Document A141™– 2004. Copyright © 2004 by The American Institute of Architects. All rights reserved. WARNING: This AIA
®
Document is
protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA
®
Document, or any portion of
it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. Purchasers are
permitted to reproduce ten (10) copies of this document when completed. To report copyright violations of AIA Contract Documents, e-mail The American
Institute of Architects’ legal counsel, copyright@aia.org.


5

§ A.2.2.9 The Owner shall communicate through the Design-Builder with persons or entities employed or retained by
the Design-Builder, unless otherwise directed by the Design-Builder.

§ A.2.2.10 The Owner shall furnish the services of geotechnical engineers or other consultants, if not required by the
Design-Build Documents to be provided by the Design-Builder, for subsoil, air and water conditions when such
services are deemed reasonably necessary by the Design-Builder to properly carry out the design services provided by
the Design-Builder and the Design-Builder’s Architect. Such services may include, but are not limited to, test borings,
test pits, determinations of soil bearing values, percolation tests, evaluations of hazardous materials, ground corrosion
and resistivity tests, and necessary operations for anticipating subsoil conditions. The services of geotechnical
engineer(s) or other consultants shall include preparation and submission of all appropriate reports and professional
recommendations.

§ A.2.2.11 The Owner shall promptly obtain easements, zoning variances, and legal authorizations regarding site
utilization where essential to the execution of the Owner’s program.

§ A.2.3 0wNER REV|Ew AN0 |N8PE6T|0N
§ A.2.3.1 The Owner shall review and approve or take other appropriate action upon the Design-Builder’s submittals,
including but not limited to design and construction documents, required by the Design-Build Documents, but only for
the limited purpose of checking for conformance with information given and the design concept expressed in the
Design-Build Documents. The Owner’s action shall be taken with such reasonable promptness as to cause no delay in
the Work or in the activities of the Design-Builder or separate contractors. Review of such submittals is not conducted
for the purpose of determining the accuracy and completeness of other details, such as dimensions and quantities, or
for substantiating instructions for installation or performance of equipment or systems, all of which remain the
responsibility of the Design-Builder as required by the Design-Build Documents.

§ A.2.3.2 Upon review of the design documents, construction documents, or other submittals required by the Design-
Build Documents, the Owner shall take one of the following actions:
.1 Determine that the documents or submittals are in conformance with the Design-Build Documents and
approve them.
.2 Determine that the documents or submittals are in conformance with the Design-Build Documents but
request changes in the documents or submittals which shall be implemented by a Change in the Work.
.3 Determine that the documents or submittals are not in conformity with the Design-Build Documents
and reject them.
.4 Determine that the documents or submittals are not in conformity with the Design-Build Documents,
but accept them by implementing a Change in the Work.
.5 Determine that the documents or submittals are not in conformity with the Design-Build Documents,
but accept them and request changes in the documents or submittals which shall be implemented by a
Change in the Work.

§ A.2.3.3 The Design-Builder shall submit to the Owner for the Owner’s approval, pursuant to Section A.2.3.1, any
proposed change or deviation to previously approved documents or submittals. The Owner shall review each proposed
change or deviation to previously approved documents or submittals which the Design-Builder submits to the Owner
for the Owner’s approval with reasonable promptness in accordance with Section A.2.3.1 and shall make one of the
determinations described in Section A.2.3.2.

§ A.2.3.4 Notwithstanding the Owner’s responsibility under Section A.2.3.2, the Owner’s review and approval of the
Design-Builder’s documents or submittals shall not relieve the Design-Builder of responsibility for compliance with
the Design-Build Documents unless a) the Design-Builder has notified the Owner in writing of the deviation prior to
approval by the Owner or, b) the Owner has approved a Change in the Work reflecting any deviations from the
requirements of the Design-Build Documents.

§ A.2.3.5 The Owner may visit the site to keep informed about the progress and quality of the portion of the Work
completed. However, the Owner shall not be required to make exhaustive or continuous on-site inspections to check
the quality or quantity of the Work. Visits by the Owner shall not be construed to create an obligation on the part of
the Owner to make on-site inspections to check the quantity or quality of the Work. The Owner shall neither have
control over or charge of, nor be responsible for, the construction means, methods, techniques, sequences or
procedures, or for the safety precautions and programs in connection with the Work, since these are solely the Design-
Builder’s rights and responsibilities under the Design-Build Documents, except as provided in Section A.3.3.7.
AIA Document A141™– 2004. Copyright © 2004 by The American Institute of Architects. All rights reserved. WARNING: This AIA
®
Document is
protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA
®
Document, or any portion of
it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. Purchasers are
permitted to reproduce ten (10) copies of this document when completed. To report copyright violations of AIA Contract Documents, e-mail The American
Institute of Architects’ legal counsel, copyright@aia.org.


6

§ A.2.3.ô The Owner shall not be responsible for the Design-Builder’s failure to perform the Work in accordance with
the requirements of the Design-Build Documents. The Owner shall not have control over or charge of and will not be
responsible for acts or omissions of the Design-Builder, Architect, Contractors, or their agents or employees, or any
other persons or entities performing portions of the Work for the Design-Builder.

§ A.2.3.7 The Owner may reject Work that does not conform to the Design-Build Documents. Whenever the Owner
considers it necessary or advisable, the Owner shall have authority to require inspection or testing of the Work in
accordance with Section A.13.5.2, whether or not such Work is fabricated, installed or completed. However, neither
this authority of the Owner nor a decision made in good faith either to exercise or not to exercise such authority shall
give rise to a duty or responsibility of the Owner to the Design-Builder, the Architect, Contractors, material and
equipment suppliers, their agents or employees, or other persons or entities performing portions of the Work.

§ A.2.3.8 The Owner may appoint an on-site project representative to observe the Work and to have such other
responsibilities as the Owner and the Design-Builder agree to in writing.

§ A.2.3.9 The Owner shall conduct inspections to determine the date or dates of Substantial Completion and the date of
final completion.

§ A.2.4 0wNER'8 R|ChT T0 8T0P w0RK
§ A.2.4.1 If the Design-Builder fails to correct Work which is not in accordance with the requirements of the Design-
Build Documents as required by Section A.12.2 or persistently fails to carry out Work in accordance with the Design-
Build Documents, the Owner may issue a written order to the Design-Builder to stop the Work, or any portion thereof,
until the cause for such order has been eliminated; however, the right of the Owner to stop the Work shall not give rise
to a duty on the part of the Owner to exercise this right for the benefit of the Design-Builder or any other person or
entity, except to the extent required by Section A.6.1.3.

§ A.2.5 0wNER'8 R|ChT T0 6ARRY 0UT ThE w0RK
§ A.2.5.1 If the Design-Builder defaults or neglects to carry out the Work in accordance with the Design-Build
Documents and fails within a seven-day period after receipt of written notice from the Owner to commence and
continue correction of such default or neglect with diligence and promptness, the Owner may after such seven-day
period give the Design-Builder a second written notice to correct such deficiencies within a three-day period. If the
Design-Builder within such three-day period after receipt of such second notice fails to commence and continue to
correct any deficiencies, the Owner may, without prejudice to other remedies the Owner may have, correct such
deficiencies. In such case, an appropriate Change Order shall be issued deducting from payments then or thereafter due
the Design-Builder the reasonable cost of correcting such deficiencies. If payments due the Design-Builder are not
sufficient to cover such amounts, the Design-Builder shall pay the difference to the Owner.

ART|6LE A.3 0E8|CN-ßU|L0ER
§ A.3.1 CENERAL
§ A.3.1.1 The Design-Builder is the person or entity identified as such in the Agreement and is referred to throughout
the Design-Build Documents as if singular in number. The Design-Builder may be an architect or other design
professional, a construction contractor, a real estate developer or any other person or entity legally permitted to do
business as a design-builder in the location where the Project is located. The term “Design-Builder” means the Design-
Builder or the Design-Builder’s authorized representative. The Design-Builder’s representative is authorized to act on
the Design-Builder’s behalf with respect to the Project.

§ A.3.1.2 The Design-Builder shall perform the Work in accordance with the Design-Build Documents.

§ A.3.2 0E8|CN 8ERV|6E8 AN0 RE8P0N8|ß|L|T|E8
§ A.3.2.1 When applicable law requires that services be performed by licensed professionals, the Design-Builder shall
provide those services through the performance of qualified persons or entities duly licensed to practice their
professions. The Owner understands and agrees that the services performed by the Design-Builder’s Architect and the
Design-Builder’s other design professionals and consultants are undertaken and performed in the sole interest of and
for the exclusive benefit of the Design-Builder.

§ A.3.2.2 The agreements between the Design-Builder and Architect or other design professionals identified in the
Agreement, and in any subsequent Modifications, shall be in writing. These agreements, including services and

AIA Document A141™– 2004. Copyright © 2004 by The American Institute of Architects. All rights reserved. WARNING: This AIA
®
Document is
protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA
®
Document, or any portion of
it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. Purchasers are
permitted to reproduce ten (10) copies of this document when completed. To report copyright violations of AIA Contract Documents, e-mail The American
Institute of Architects’ legal counsel, copyright@aia.org.


7

financial arrangements with respect to this Project, shall be promptly and fully disclosed to the Owner upon the
Owner’s written request.

§ A.3.2.3 The Design-Builder shall be responsible to the Owner for acts and omissions of the Design-Builder’s
employees, Architect, Contractors, Subcontractors and their agents and employees, and other persons or entities,

including the Architect and other design professionals, performing any portion of the Design-Builder’s obligations
under the Design-Build Documents.

§ A.3.2.4 The Design-Builder shall carefully study and compare the Design-Build Documents, materials and other
information provided by the Owner pursuant to Section A.2.2, shall take field measurements of any existing conditions
related to the Work, shall observe any conditions at the site affecting the Work, and report promptly to the Owner any
errors, inconsistencies or omissions discovered.

§ A.3.2.5 The Design-Builder shall provide to the Owner for Owner’s written approval design documents sufficient to
establish the size, quality and character of the Project; its architectural, structural, mechanical and electrical systems;
and the materials and such other elements of the Project to the extent required by the Design-Build Documents.
Deviations, if any, from the Design-Build Documents shall be disclosed in writing.

§ A.3.2.ô Upon the Owner’s written approval of the design documents submitted by the Design-Builder, the Design-
Builder shall provide construction documents for review and written approval by the Owner. The construction
documents shall set forth in detail the requirements for construction of the Project. The construction documents shall
include drawings and specifications that establish the quality levels of materials and systems required. Deviations, if
any, from the Design-Build Documents shall be disclosed in writing. Construction documents may include drawings,
specifications, and other documents and electronic data setting forth in detail the requirements for construction of the
Work, and shall:
.1 be consistent with the approved design documents;
.2 provide information for the use of those in the building trades; and
.3 include documents customarily required for regulatory agency approvals.

§ A.3.2.7 The Design-Builder shall meet with the Owner periodically to review progress of the design and construction
documents.

§ A.3.2.8 Upon the Owner’s written approval of construction documents, the Design-Builder, with the assistance of the
Owner, shall prepare and file documents required to obtain necessary approvals of governmental authorities having
jurisdiction over the Project.

§ A.3.2.9 The Design-Builder shall obtain from each of the Design-Builder's professionals and furnish to the Owner
certifications with respect to the documents and services provided by such professionals (a) that, to the best of their
knowledge, information and belief, the documents or services to which such certifications relate (i) are consistent with
the Project Criteria set forth in the Design-Build Documents, except to the extent specifically identified in such
certificate, (ii) comply with applicable professional practice standards, and (iii) comply with applicable laws,
ordinances, codes, rules and regulations governing the design of the Project; and (b) that the Owner and its consultants
shall be entitled to rely upon the accuracy of the representations and statements contained in such certifications.

§ A.3.2.10 If the Owner requests the Design-Builder, the Architect or the Design-Builder’s other design professionals to
execute certificates other than those required by Section A.3.2.9, the proposed language of such certificates shall be
submitted to the Design-Builder, or the Architect and such design professionals through the Design-Builder, for review
and negotiation at least 14 days prior to the requested dates of execution. Neither the Design-Builder, the Architect nor
such other design professionals shall be required to execute certificates that would require knowledge, services or
responsibilities beyond the scope of their respective agreements with the Owner or Design-Builder.

§ A.3.3 60N8TRU6T|0N
§ A.3.3.1 The Design-Builder shall perform no construction Work prior to the Owner’s review and approval of the
construction documents. The Design-Builder shall perform no portion of the Work for which the Design-Build
Documents require the Owner’s review of submittals, such as Shop Drawings, Product Data and Samples, until the
Owner has approved each submittal.

AIA Document A141™– 2004. Copyright © 2004 by The American Institute of Architects. All rights reserved. WARNING: This AIA
®
Document is
protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA
®
Document, or any portion of
it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. Purchasers are
permitted to reproduce ten (10) copies of this document when completed. To report copyright violations of AIA Contract Documents, e-mail The American
Institute of Architects’ legal counsel, copyright@aia.org.


8

§ A.3.3.2 The construction Work shall be in accordance with approved submittals, except that the Design-Builder shall
not be relieved of responsibility for deviations from requirements of the Design-Build Documents by the Owner’s
approval of design and construction documents or other submittals such as Shop Drawings, Product Data, Samples or
other submittals unless the Design-Builder has specifically informed the Owner in writing of such deviation at the time
of submittal and (1) the Owner has given written approval to the specific deviation as a minor change in the Work, or
(2) a Change Order or Construction Change Directive has been issued authorizing the deviation. The Design-Builder
shall not be relieved of responsibility for errors or omissions in design and construction documents or other submittals
such as Shop Drawings, Product Data, Samples or other submittals by the Owner’s approval thereof.

§ A.3.3.3 The Design-Builder shall direct specific attention, in writing or on resubmitted design and construction
documents or other submittals such as Shop Drawings, Product Data, Samples or similar submittals, to revisions other
than those requested by the Owner on previous submittals. In the absence of such written notice, the Owner’s approval
of a resubmission shall not apply to such revisions.

§ A.3.3.4 When the Design-Build Documents require that a Contractor provide professional design services or
certifications related to systems, materials or equipment, or when the Design-Builder in its discretion provides such
design services or certifications through a Contractor, the Design-Builder shall cause professional design services or
certifications to be provided by a properly licensed design professional, whose signature and seal shall appear on all
drawings, calculations, specifications, certifications, Shop Drawings and other submittals prepared by such
professional. Shop Drawings and other submittals related to the Work designed or certified by such professionals, if
prepared by others, shall bear such design professional’s written approval. The Owner shall be entitled to rely upon the
adequacy, accuracy and completeness of the services, certifications or approvals performed by such design
professionals.

§ A.3.3.5 The Design-Builder shall be solely responsible for and have control over all construction means, methods,
techniques, sequences and procedures and for coordinating all portions of the Work under the Design-Build
Documents.

§ A.3.3.ô The Design-Builder shall keep the Owner informed of the progress and quality of the Work.

§ A.3.3.7 The Design-Builder shall be responsible for the supervision and direction of the Work, using the Design-
Builder’s best skill and attention. If the Design-Build Documents give specific instructions concerning construction
means, methods, techniques, sequences or procedures, the Design-Builder shall evaluate the jobsite safety thereof and,
except as stated below, shall be fully and solely responsible for the jobsite safety of such means, methods, techniques,
sequences or procedures. If the Design-Builder determines that such means, methods, techniques, sequences or
procedures may not be safe, the Design-Builder shall give timely written notice to the Owner and shall not proceed
with that portion of the Work without further written instructions from the Owner. If the Design-Builder is then
instructed to proceed with the required means, methods, techniques, sequences or procedures without acceptance of
changes proposed by the Design-Builder, the Owner shall be solely responsible for any resulting loss or damage.

§ A.3.3.8 The Design-Builder shall be responsible for inspection of portions of Work already performed to determine
that such portions are in proper condition to receive subsequent Work.

§ A.3.4 LAß0R AN0 HATER|AL8
§ A.3.4.1 Unless otherwise provided in the Design-Build Documents, the Design-Builder shall provide or cause to be
provided and shall pay for design services, labor, materials, equipment, tools, construction equipment and machinery,
water, heat, utilities, transportation and other facilities and services necessary for proper execution and completion of
the Work, whether temporary or permanent and whether or not incorporated or to be incorporated in the Work.

§ A.3.4.2 When a material is specified in the Design-Build Documents, the Design-Builder may make substitutions
only with the consent of the Owner and, if appropriate, in accordance with a Change Order.

§ A.3.4.3 The Design-Builder shall enforce strict discipline and good order among the Design-Builder’s employees and
other persons carrying out the Design-Build Contract. The Design-Builder shall not permit employment of unfit
persons or persons not skilled in tasks assigned to them.



AIA Document A141™– 2004. Copyright © 2004 by The American Institute of Architects. All rights reserved. WARNING: This AIA
®
Document is
protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA
®
Document, or any portion of
it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. Purchasers are
permitted to reproduce ten (10) copies of this document when completed. To report copyright violations of AIA Contract Documents, e-mail The American
Institute of Architects’ legal counsel, copyright@aia.org.


9

§ A.3.5 wARRANTY
§ A.3.5.1 The Design-Builder warrants to the Owner that materials and equipment furnished under the Design-Build
Documents will be of good quality and new unless otherwise required or permitted by the Design-Build Documents,
that the Work will be free from defects not inherent in the quality required or permitted by law or otherwise, and that
the Work will conform to the requirements of the Design-Build Documents. Work not conforming to these
requirements, including substitutions not properly approved and authorized, may be considered defective. The Design-
Builder’s warranty excludes remedy for damage or defect caused by abuse, modifications not executed by the Design-
Builder, improper or insufficient maintenance, improper operation, or normal wear and tear and normal usage. If
required by the Owner, the Design-Builder shall furnish satisfactory evidence as to the kind and quality of materials
and equipment.

§ A.3.ô TAXE8
§ A.3.ô.1 The Design-Builder shall pay all sales, consumer, use and similar taxes for the Work provided by the Design-
Builder which had been legally enacted on the date of the Agreement, whether or not yet effective or merely scheduled
to go into effect.

§ A.3.7 PERH|T8, FEE8 AN0 N0T|6E8
§ A.3.7.1 The Design-Builder shall secure and pay for building and other permits and governmental fees, licenses and
inspections necessary for the proper execution and completion of the Work which are customarily secured after
execution of the Design-Build Contract and which were legally required on the date the Owner accepted the Design-
Builder's proposal.

§ A.3.7.2 The Design-Builder shall comply with and give notices required by laws, ordinances, rules, regulations and
lawful orders of public authorities relating to the Project.

§ A.3.7.3 It is the Design-Builder’s responsibility to ascertain that the Work is in accordance with applicable laws,
ordinances, codes, rules and regulations.

§ A.3.7.4 If the Design-Builder performs Work contrary to applicable laws, ordinances, codes, rules and regulations,
the Design-Builder shall assume responsibility for such Work and shall bear the costs attributable to correction.

§ A.3.8 ALL0wAN6E8
§ A.3.8.1 The Design-Builder shall include in the Contract Sum all allowances stated in the Design-Build Documents.
Items covered by allowances shall be supplied for such amounts and by such persons or entities as the Owner may
direct, but the Design-Builder shall not be required to employ persons or entities to which the Design-Builder has
reasonable objection.

§ A.3.8.2 Unless otherwise provided in the Design-Build Documents:
.1 allowances shall cover the cost to the Design-Builder of materials and equipment delivered at the site
and all required taxes, less applicable trade discounts;
.2 Design-Builder’s costs for unloading and handling at the site, labor, installation costs, overhead, profit
and other expenses contemplated for stated allowance amounts shall be included in the Contract Sum
but not in the allowances; and
.3 whenever costs are more than or less than allowances, the Contract Sum shall be adjusted accordingly
by Change Order. The amount of the Change Order shall reflect (1) the difference between actual costs
and the allowances under Section A.3.8.2.1 and (2) changes in Design-Builder’s costs under Section
A.3.8.2.2.

§ A.3.8.3 Materials and equipment under an allowance shall be selected by the Owner in sufficient time to avoid delay
in the Work.

§ A.3.9 0E8|CN-ßU|L0ER'8 86hE0ULE
§ A.3.9.1 The Design-Builder, promptly after execution of the Design-Build Contract, shall prepare and submit for the
Owner’s information the Design-Builder’s schedule for the Work. The schedule shall not exceed time limits and shall
be in such detail as required under the Design-Build Documents, shall be revised at appropriate intervals as required
by the conditions of the Work and Project, shall be related to the entire Project to the extent required by the Design-


AIA Document A141™– 2004. Copyright © 2004 by The American Institute of Architects. All rights reserved. WARNING: This AIA
®
Document is
protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA
®
Document, or any portion of
it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. Purchasers are
permitted to reproduce ten (10) copies of this document when completed. To report copyright violations of AIA Contract Documents, e-mail The American
Institute of Architects’ legal counsel, copyright@aia.org.


10

Build Documents, shall provide for expeditious and practicable execution of the Work and shall include allowances for
periods of time required for the Owner’s review and for approval of submissions by authorities having jurisdiction
over the Project.

§ A.3.9.2 The Design-Builder shall prepare and keep current a schedule of submittals required by the Design-Build
Documents.

§ A.3.9.3 The Design-Builder shall perform the Work in general accordance with the most recent schedules submitted
to the Owner.

§ A.3.10 006UHENT8 AN0 8AHPLE8 AT ThE 8|TE
§ A.3.10.1 The Design-Builder shall maintain at the site for the Owner one record copy of the drawings, specifications,
addenda, Change Orders and other Modifications, in good order and marked currently to record field changes and
selections made during construction, and one record copy of approved Shop Drawings, Product Data, Samples and
similar required submittals. These shall be delivered to the Owner upon completion of the Work.

§ A.3.11 8h0P 0RAw|NC8, PR00U6T 0ATA AN0 8AHPLE8
§ A.3.11.1 Shop Drawings are drawings, diagrams, schedules and other data specially prepared for the Work by the
Design-Builder or a Contractor, Subcontractor, manufacturer, supplier or distributor to illustrate some portion of the
Work.

§ A.3.11.2 Product Data are illustrations, standard schedules, performance charts, instructions, brochures, diagrams and
other information furnished by the Design-Builder to illustrate materials or equipment for some portion of the Work.

§ A.3.11.3 Samples are physical examples that illustrate materials, equipment or workmanship and establish standards
by which the Work will be judged.

§ A.3.11.4 Shop Drawings, Product Data, Samples and similar submittals are not Design-Build Documents. The
purpose of their submittal is to demonstrate for those portions of the Work for which submittals are required by the
Design-Build Documents the way by which the Design-Builder proposes to conform to the Design-Build Documents.

§ A.3.11.5 The Design-Builder shall review for compliance with the Design-Build Documents and approve and submit
to the Owner only those Shop Drawings, Product Data, Samples and similar submittals required by the Design-Build
Documents with reasonable promptness and in such sequence as to cause no delay in the Work or in the activities of
the Owner or of separate contractors.

§ A.3.11.ô By approving and submitting Shop Drawings, Product Data, Samples and similar submittals, the Design-
Builder represents that the Design-Builder has determined and verified materials, field measurements and field
construction criteria related thereto, or will do so, and has checked and coordinated the information contained within
such submittals with the requirements of the Work and of the Design-Build Documents.

§ A.3.12 U8E 0F 8|TE
§ A.3.12.1 The Design-Builder shall confine operations at the site to areas permitted by law, ordinances, permits and
the Design-Build Documents, and shall not unreasonably encumber the site with materials or equipment.

§ A.3.13 6UTT|NC AN0 PAT6h|NC
§ A.3.13.1 The Design-Builder shall be responsible for cutting, fitting or patching required to complete the Work or to
make its parts fit together properly.

§ A.3.13.2 The Design-Builder shall not damage or endanger a portion of the Work or fully or partially completed
construction of the Owner or separate contractors by cutting, patching or otherwise altering such construction or by
excavation. The Design-Builder shall not cut or otherwise alter such construction by the Owner or a separate
contractor except with written consent of the Owner and of such separate contractor; such consent shall not be
unreasonably withheld. The Design-Builder shall not unreasonably withhold from the Owner or a separate contractor
the Design-Builder’s consent to cutting or otherwise altering the Work.



AIA Document A141™– 2004. Copyright © 2004 by The American Institute of Architects. All rights reserved. WARNING: This AIA
®
Document is
protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA
®
Document, or any portion of
it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. Purchasers are
permitted to reproduce ten (10) copies of this document when completed. To report copyright violations of AIA Contract Documents, e-mail The American
Institute of Architects’ legal counsel, copyright@aia.org.


11

§ A.3.14 6LEAN|NC UP
§ A.3.14.1 The Design-Builder shall keep the premises and surrounding area free from accumulation of waste materials
or rubbish caused by operations under the Design-Build Contract. At completion of the Work, the Design-Builder shall
remove from and about the Project waste materials, rubbish, the Design-Builder’s tools, construction equipment,
machinery and surplus materials.

§ A.3.14.2 If the Design-Builder fails to clean up as provided in the Design-Build Documents, the Owner may do so
and the cost thereof shall be charged to the Design-Builder.

§ A.3.15 A66E88 T0 w0RK
§ A.3.15.1 The Design-Builder shall provide the Owner access to the Work in preparation and progress wherever
located.

§ A.3.1ô R0YALT|E8, PATENT8 AN0 60PYR|ChT8
§ A.3.1ô.1 The Design-Builder shall pay all royalties and license fees. The Design-Builder shall defend suits or claims
for infringement of copyrights and patent rights and shall hold the Owner harmless from loss on account thereof, but
shall not be responsible for such defense or loss when a particular design, process or product of a particular
manufacturer or manufacturers is required or where the copyright violations are contained in drawings, specifications
or other documents prepared by or furnished to the Design-Builder by the Owner. However, if the Design-Builder has
reason to believe that the required design, process or product is an infringement of a copyright or a patent, the Design-
Builder shall be responsible for such loss unless such information is promptly furnished to the Owner.

§ A.3.17 |N0EHN|F|6AT|0N
§ A.3.17.1 To the fullest extent permitted by law, the Design-Builder shall indemnify and hold harmless the Owner,
Owner’s consultants, and agents and employees of any of them from and against claims, damages, losses and
expenses, including but not limited to attorneys’ fees, arising out of or resulting from performance of the Work,
provided that such claim, damage, loss or expense is attributable to bodily injury, sickness, disease or death or to
injury to or destruction of tangible property other than the Work itself, but only to the extent caused by the negligent
acts or omissions of the Design-Builder, Architect, a Contractor, a Subcontractor, anyone directly or indirectly
employed by them or anyone for whose acts they may be liable, regardless of whether or not such claim, damage, loss
or expense is caused in part by a party indemnified hereunder. Such obligation shall not be construed to negate,
abridge or reduce other rights or obligations of indemnity that would otherwise exist as to a party or person described
in this Section A.3.17.

§ A.3.17.2 In claims against any person or entity indemnified under this Section A.3.17 by an employee of the Design-
Builder, the Architect, a Contractor, a Subcontractor, anyone directly or indirectly employed by them or anyone for
whose acts they may be liable, the indemnification obligation under Section A.3.17.1 shall not be limited by a
limitation on amount or type of damages, compensation or benefits payable by or for the Design-Builder, the Architect
or a Contractor or a Subcontractor under workers’ compensation acts, disability benefit acts or other employee benefit
acts.

ART|6LE A.4 0|8PUTE RE80LUT|0N
§ A.4.1 6LA|H8 AN0 0|8PUTE8
§ A.4.1.1 Definition. A Claim is a demand or assertion by one of the parties seeking, as a matter of right, adjustment or
interpretation of Design-Build Contract terms, payment of money, extension of time or other relief with respect to the
terms of the Design-Build Contract. The term “Claim” also includes other disputes and matters in question between
the Owner and Design-Builder arising out of or relating to the Design-Build Contract. Claims must be initiated by
written notice. The responsibility to substantiate Claims shall rest with the party making the Claim.

§ A.4.1.2 Time Limits on Claims. Claims by either party must be initiated within 21 days after occurrence of the event
giving rise to such Claim or within 21 days after the claimant first recognizes the condition giving rise to the Claim,
whichever is later. Claims must be initiated by written notice to the other party.

§ A.4.1.3 Continuing Performance. Pending final resolution of a Claim, except as otherwise agreed in writing or as
provided in Section A.9.7.1 and Article A.14, the Design-Builder shall proceed diligently with performance of the
Design-Build Contract and the Owner shall continue to make payments in accordance with the Design-Build
Documents.

AIA Document A141™– 2004. Copyright © 2004 by The American Institute of Architects. All rights reserved. WARNING: This AIA
®
Document is
protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA
®
Document, or any portion of
it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. Purchasers are
permitted to reproduce ten (10) copies of this document when completed. To report copyright violations of AIA Contract Documents, e-mail The American
Institute of Architects’ legal counsel, copyright@aia.org.


12

§ A.4.1.4 Claims for Concealed or Unknown Conditions. If conditions are encountered at the site which are (1)
subsurface or otherwise concealed physical conditions which differ materially from those indicated in the Design-
Build Documents or (2) unknown physical conditions of an unusual nature which differ materially from those
ordinarily found to exist and generally recognized as inherent in construction activities of the character provided for in
the Design-Build Documents, then the observing party shall give notice to the other party promptly before conditions
are disturbed and in no event later than 21 days after first observance of the conditions. The Owner shall promptly
investigate such conditions and, if they differ materially and cause an increase or decrease in the Design-Builder’s cost
of, or time required for, performance of any part of the Work, shall negotiate with the Design-Builder an equitable
adjustment in the Contract Sum or Contract Time, or both. If the Owner determines that the conditions at the site are
not materially different from those indicated in the Design-Build Documents and that no change in the terms of the
Design-Build Contract is justified, the Owner shall so notify the Design-Builder in writing, stating the reasons. Claims
by the Design-Builder in opposition to such determination must be made within 21 days after the Owner has given
notice of the decision. If the conditions encountered are materially different, the Contract Sum and Contract Time
shall be equitably adjusted, but if the Owner and Design-Builder cannot agree on an adjustment in the Contract Sum or
Contract Time, the adjustment shall proceed pursuant to Section A.4.2.

§ A.4.1.5 Claims for Additional Cost. If the Design-Builder wishes to make Claim for an increase in the Contract
Sum, written notice as provided herein shall be given before proceeding to execute the Work. Prior notice is not
required for Claims relating to an emergency endangering life or property arising under Section A.10.6.

§ A.4.1.ô If the Design-Builder believes additional cost is involved for reasons including but not limited to (1) an order
by the Owner to stop the Work where the Design-Builder was not at fault, (2) a written order for the Work issued by
the Owner, (3) failure of payment by the Owner, (4) termination of the Design-Build Contract by the Owner, (5)
Owner’s suspension or (6) other reasonable grounds, Claim shall be filed in accordance with this Section A.4.1.

§ A.4.1.7 Claims for Additional Time
§ A.4.1.7.1 If the Design-Builder wishes to make Claim for an increase in the Contract Time, written notice as provided
herein shall be given. The Design-Builder’s Claim shall include an estimate of the time and its effect on the progress
of the Work. In the case of a continuing delay, only one Claim is necessary.

§ A.4.1.7.2 If adverse weather conditions are the basis for a Claim for additional time, such Claim shall be documented
by data substantiating that weather conditions were abnormal for the period of time, could not have been reasonably
anticipated and had an adverse effect on the scheduled construction.

§ A.4.1.8 Injury or Damage to Person or Property. If either party to the Design-Build Contract suffers injury or
damage to person or property because of an act or omission of the other party or of others for whose acts such party is
legally responsible, written notice of such injury or damage, whether or not insured, shall be given to the other party
within a reasonable time not exceeding 21 days after discovery. The notice shall provide sufficient detail to enable the
other party to investigate the matter.

§ A.4.1.9 If unit prices are stated in the Design-Build Documents or subsequently agreed upon, and if quantities
originally contemplated are materially changed in a proposed Change Order or Construction Change Directive so that
application of such unit prices to quantities of Work proposed will cause substantial inequity to the Owner or Design-
Builder, the applicable unit prices shall be equitably adjusted.

§ A.4.1.10 Claims for Consequential Damages. Design-Builder and Owner waive Claims against each other for
consequential damages arising out of or relating to the Design-Build Contract. This mutual waiver includes:
.1 damages incurred by the Owner for rental expenses, for losses of use, income, profit, financing,
business and reputation, and for loss of management or employee productivity or of the services of such
persons; and
.2 damages incurred by the Design-Builder for principal office expenses including the compensation of
personnel stationed there, for losses of financing, business and reputation, and for loss of profit except
anticipated profit arising directly from the Work.

This mutual waiver is applicable, without limitation, to all consequential damages due to either party’s termination in
accordance with Article A.14. Nothing contained in this Section A.4.1.10 shall be deemed to preclude an award of
liquidated direct damages, when applicable, in accordance with the requirements of the Design-Build Documents.

AIA Document A141™– 2004. Copyright © 2004 by The American Institute of Architects. All rights reserved. WARNING: This AIA
®
Document is
protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA
®
Document, or any portion of
it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. Purchasers are
permitted to reproduce ten (10) copies of this document when completed. To report copyright violations of AIA Contract Documents, e-mail The American
Institute of Architects’ legal counsel, copyright@aia.org.


13

§ A.4.1.11 If the enactment or revision of codes, laws or regulations or official interpretations which govern the Project
cause an increase or decrease of the Design-Builder’s cost of, or time required for, performance of the Work, the
Design-Builder shall be entitled to an equitable adjustment in Contract Sum or Contract Time. If the Owner and
Design-Builder cannot agree upon an adjustment in the Contract Sum or Contract Time, the Design-Builder shall
submit a Claim pursuant to Section A.4.1.

§ A.4.2 RE80LUT|0N 0F 6LA|H8 AN0 0|8PUTE8
§ A.4.2.1 Decision by Neutral. If the parties have identified a Neutral in Section 6.1 of the Agreement or elsewhere in
the Design-Build Documents, then Claims, excluding those arising under Sections A.10.3 through A.10.5, shall be
referred initially to the Neutral for decision. An initial decision by the Neutral shall be required as a condition
precedent to mediation of all Claims between the Owner and Design-Builder arising prior to the date final payment is
due, unless 30 days have passed after the Claim has been referred to the Neutral with no decision having been rendered
by the Neutral. Unless the Neutral and all affected parties agree, the Neutral will not decide disputes between the
Design-Builder and persons or entities other than the Owner.

§ A.4.2.2 Decision by Owner. If the parties have not identified a Neutral in Section 6.1 of the Agreement or elsewhere
in the Design-Build Documents then, except for those claims arising under Sections A.10.3 and A.10.5, the Owner
shall provide an initial decision. An initial decision by the Owner shall be required as a condition precedent to
mediation of all Claims between the Owner and Design-Builder arising prior to the date final payment is due, unless
30 days have passed after the Claim has been referred to the Owner with no decision having been rendered by the
Owner.

§ A.4.2.3 The initial decision pursuant to Sections A.4.2.1 and A.4.2.2 shall be in writing, shall state the reasons
therefore and shall notify the parties of any change in the Contract Sum or Contract Time or both. The initial decision
shall be final and binding on the parties but subject first to mediation under Section A.4.3 and thereafter to such other
dispute resolution methods as provided in Section 6.2 of the Agreement or elsewhere in the Design-Build Documents.

§ A.4.2.4 In the event of a Claim against the Design-Builder, the Owner may, but is not obligated to, notify the surety,
if any, of the nature and amount of the Claim. If the Claim relates to a possibility of a Design-Builder’s default, the
Owner may, but is not obligated to, notify the surety and request the surety’s assistance in resolving the controversy.

§ A.4.2.5 If a Claim relates to or is the subject of a mechanic’s lien, the party asserting such Claim may proceed in
accordance with applicable law to comply with the lien notice or filing deadlines prior to initial resolution of the
Claim.

§ A.4.3 HE0|AT|0N
§ A.4.3.1 Any Claim arising out of or related to the Design-Build Contract, except those waived as provided for in
Sections A.4.1.10, A.9.10.4 and A.9.10.5, shall, after initial decision of the Claim or 30 days after submission of the
Claim for initial decision, be subject to mediation as a condition precedent to arbitration or the institution of legal or
equitable or other binding dispute resolution proceedings by either party.

§ A.4.3.2 The parties shall endeavor to resolve their Claims by mediation which, unless the parties mutually agree
otherwise, shall be in accordance with the Construction Industry Mediation Rules of the American Arbitration
Association currently in effect at the time of the mediation. Request for mediation shall be filed in writing with the
other party to the Design-Build Contract and with the American Arbitration Association. The request may be made
concurrently with the filing of a demand for arbitration or other binding dispute resolution proceedings but, in such
event, mediation shall proceed in advance thereof or of legal or equitable proceedings, which shall be stayed pending
mediation for a period of 60 days from the date of filing, unless stayed for a longer period by agreement of the parties
or court order.

§ A.4.3.3 The parties shall share the mediator’s fee and any filing fees equally. The mediation shall be held in the place
where the Project is located, unless another location is mutually agreed upon. Agreements reached in mediation shall
be enforceable as settlement agreements in any court having jurisdiction thereof.

§ A.4.4 ARß|TRAT|0N
§ A.4.4.1 Claims, except those waived as provided for in Sections A.4.1.10, A.9.10.4 and A.9.10.5, for which initial
decisions have not become final and binding, and which have not been resolved by mediation but which are subject to
arbitration pursuant to Sections 6.2 and 6.3 of the Agreement or elsewhere in the Design-Build Documents, shall be
AIA Document A141™– 2004. Copyright © 2004 by The American Institute of Architects. All rights reserved. WARNING: This AIA
®
Document is
protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA
®
Document, or any portion of
it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. Purchasers are
permitted to reproduce ten (10) copies of this document when completed. To report copyright violations of AIA Contract Documents, e-mail The American
Institute of Architects’ legal counsel, copyright@aia.org.


14

decided by arbitration which, unless the parties mutually agree otherwise, shall be in accordance with the Construction
Industry Arbitration Rules of the American Arbitration Association currently in effect at the time of the arbitration.
The demand for arbitration shall be filed in writing with the other party to the Design-Build Contract and with the
American Arbitration Association.

§ A.4.4.2 A demand for arbitration may be made no earlier than concurrently with the filing of a request for mediation,
but in no event shall it be made after the date when institution of legal or equitable proceedings based on such Claim
would be barred by the applicable statute of limitations as determined pursuant to Section A.13.6.

§ A.4.4.3 An arbitration pursuant to this Section A.4.4 may be joined with an arbitration involving common issues of law
or fact between the Owner or Design-Builder and any person or entity with whom the Owner or Design-Builder has a
contractual obligation to arbitrate disputes which does not prohibit consolidation or joinder. No other arbitration arising
out of or relating to the Design-Build Contract shall include, by consolidation, joinder or in any other manner, an
additional person or entity not a party to the Design-Build Contract or not a party to an agreement with the Owner or
Design-Builder, except by written consent containing a specific reference to the Design-Build Contract signed by the
Owner and Design-Builder and any other person or entities sought to be joined. Consent to arbitration involving an
additional person or entity shall not constitute consent to arbitration of any claim, dispute or other matter in question not
described in the written consent or with a person or entity not named or described therein. The foregoing agreement to
arbitrate and other agreements to arbitrate with an additional person or entity duly consented to by the parties to the
Agreement shall be specifically enforceable in accordance with applicable law in any court having jurisdiction thereof.

§ A.4.4.4 Claims and Timely Assertion of Claims. The party filing a notice of demand for arbitration must assert in
the demand all Claims then known to that party on which arbitration is permitted to be demanded.

§ A.4.4.5 Judgment on Final Award. The award rendered by the arbitrator or arbitrators shall be final, and judgment
may be entered upon it in accordance with applicable law in any court having jurisdiction thereof.

ART|6LE A.5 AwAR0 0F 60NTRA6T8
§ A.5.1 Unless otherwise stated in the Design-Build Documents or the bidding or proposal requirements, the Design-
Builder, as soon as practicable after award of the Design-Build Contract, shall furnish in writing to the Owner the
names of additional persons or entities not originally included in the Design-Builder’s proposal or in substitution of a
person or entity (including those who are to furnish design services or materials or equipment fabricated to a special
design) proposed for each principal portion of the Work. The Owner will promptly reply to the Design-Builder in
writing stating whether or not the Owner has reasonable objection to any such proposed additional person or entity.
Failure of the Owner to reply promptly shall constitute notice of no reasonable objection.

§ A.5.2 The Design-Builder shall not contract with a proposed person or entity to whom which the Owner has made
reasonable and timely objection. The Design-Builder shall not be required to contract with anyone to whom the
Design-Builder has made reasonable objection.

§ A.5.3 If the Owner has reasonable objection to a person or entity proposed by the Design-Builder, the Design-Builder
shall propose another to whom the Owner has no reasonable objection. If the proposed but rejected additional person
or entity was reasonably capable of performing the Work, the Contract Sum and Contract Time shall be increased or
decreased by the difference, if any, occasioned by such change, and an appropriate Change Order shall be issued
before commencement of the substitute person’s or entity’s Work. However, no increase in the Contract Sum or
Contract Time shall be allowed for such change unless the Design-Builder has acted promptly and responsively in
submitting names as required.

§ A.5.4 The Design-Builder shall not change a person or entity previously selected if the Owner makes reasonable
objection to such substitute.

§ A.5.5 60NT|NCENT A88|CNHENT 0F 60NTRA6T8
§ A.5.5.1 Each agreement for a portion of the Work is assigned by the Design-Builder to the Owner provided that:
.1 assignment is effective only after termination of the Design-Build Contract by the Owner for cause
pursuant to Section A.14.2 and only for those agreements which the Owner accepts by notifying the
contractor in writing; and
.2 assignment is subject to the prior rights of the surety, if any, obligated under bond relating to the
Design-Build Contract.
AIA Document A141™– 2004. Copyright © 2004 by The American Institute of Architects. All rights reserved. WARNING: This AIA
®
Document is
protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA
®
Document, or any portion of
it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. Purchasers are
permitted to reproduce ten (10) copies of this document when completed. To report copyright violations of AIA Contract Documents, e-mail The American
Institute of Architects’ legal counsel, copyright@aia.org.


15

§ A.5.5.2 Upon such assignment, if the Work has been suspended for more than 30 days, the Contractor’s compensation
shall be equitably adjusted for increases in cost resulting from the suspension.

ART|6LE A.ô 60N8TRU6T|0N ßY 0wNER 0R ßY 8EPARATE 60NTRA6T0R8
§ A.ô.1 0wNER'8 R|ChT T0 PERF0RH 60N8TRU6T|0N AN0 T0 AwAR0 8EPARATE 60NTRA6T8
§ A.ô.1.1 The Owner reserves the right to perform construction or operations related to the Project with the Owner’s
own forces and to award separate contracts in connection with other portions of the Project or other construction or
operations on the site. The Design-Builder shall cooperate with the Owner and separate contractors whose work might
interfere with the Design-Builder’s Work. If the Design-Builder claims that delay or additional cost is involved
because of such action by the Owner, the Design-Builder shall make such Claim as provided in Section A.4.1.

§ A.ô.1.2 The term “separate contractor” shall mean any contractor retained by the Owner pursuant to Section A.6.1.1.

§ A.ô.1.3 The Owner shall provide for coordination of the activities of the Owner’s own forces and of each separate
contractor with the work of the Design-Builder, who shall cooperate with them. The Design-Builder shall participate
with other separate contractors and the Owner in reviewing their construction schedules when directed to do so. The
Design-Builder shall make any revisions to the construction schedule deemed necessary after a joint review and
mutual agreement. The construction schedules shall then constitute the schedules to be used by the Design-Builder,
separate contractors and the Owner until subsequently revised.

§ A.ô.2 HUTUAL RE8P0N8|ß|L|TY
§ A.ô.2.1 The Design-Builder shall afford the Owner and separate contractors reasonable opportunity for introduction
and storage of their materials and equipment and performance of their activities and shall connect and coordinate the
Design-Builder’s construction and operations with theirs as required by the Design-Build Documents.

§ A.ô.2.2 If part of the Design-Builder’s Work depends for proper execution or results upon design, construction or
operations by the Owner or a separate contractor, the Design-Builder shall, prior to proceeding with that portion of the
Work, promptly report to the Owner apparent discrepancies or defects in such other construction that would render it
unsuitable for such proper execution and results. Failure of the Design-Builder so to report shall constitute an
acknowledgment that the Owner’s or separate contractor’s completed or partially completed construction is fit and
proper to receive the Design-Builder’s Work, except as to defects not then reasonably discoverable.

§ A.ô.2.3 The Owner shall be reimbursed by the Design-Builder for costs incurred by the Owner which are payable to a
separate contractor because of delays, improperly timed activities or defective construction of the Design-Builder. The
Owner shall be responsible to the Design-Builder for costs incurred by the Design-Builder because of delays,
improperly timed activities, damage to the Work or defective construction of a separate contractor.

§ A.ô.2.4 The Design-Builder shall promptly remedy damage wrongfully caused by the Design-Builder to completed or
partially completed construction or to property of the Owner or separate contractors.

§ A.ô.2.5 The Owner and each separate contractor shall have the same responsibilities for cutting and patching as are
described in Section A.3.13.

§ A.ô.3 0wNER'8 R|ChT T0 6LEAN UP
§ A.ô.3.1 If a dispute arises among the Design-Builder, separate contractors and the Owner as to the responsibility
under their respective contracts for maintaining the premises and surrounding area free from waste materials and
rubbish, the Owner may clean up and the Owner shall allocate the cost among those responsible.

ART|6LE A.7 6hANCE8 |N ThE w0RK
§ A.7.1 CENERAL
§ A.7.1.1 Changes in the Work may be accomplished after execution of the Design-Build Contract, and without
invalidating the Design-Build Contract, by Change Order or Construction Change Directive, subject to the limitations
stated in this Article A.7 and elsewhere in the Design-Build Documents.

§ A.7.1.2 A Change Order shall be based upon agreement between the Owner and Design-Builder. A Construction
Change Directive may be issued by the Owner with or without agreement by the Design-Builder.


AIA Document A141™– 2004. Copyright © 2004 by The American Institute of Architects. All rights reserved. WARNING: This AIA
®
Document is
protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA
®
Document, or any portion of
it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. Purchasers are
permitted to reproduce ten (10) copies of this document when completed. To report copyright violations of AIA Contract Documents, e-mail The American
Institute of Architects’ legal counsel, copyright@aia.org.


16

§ A.7.1.3 Changes in the Work shall be performed under applicable provisions of the Design-Build Documents, and the
Design-Builder shall proceed promptly, unless otherwise provided in the Change Order or Construction Change
Directive.

§ A.7.2 6hANCE 0R0ER8
§ A.7.2.1 A Change Order is a written instrument signed by the Owner and Design-Builder stating their agreement
upon all of the following:
.1 a change in the Work;
.2 the amount of the adjustment, if any, in the Contract Sum; and
.3 the extent of the adjustment, if any, in the Contract Time.

§ A.7.2.2 If the Owner requests a proposal for a change in the Work from the Design-Builder and subsequently elects
not to proceed with the change, a Change Order shall be issued to reimburse the Design-Builder for any costs incurred
for estimating services, design services or preparation of proposed revisions to the Design-Build Documents.

§ A.7.2.3 Methods used in determining adjustments to the Contract Sum may include those listed in Section A.7.3.3.

§ A.7.3 60N8TRU6T|0N 6hANCE 0|RE6T|VE8
§ A.7.3.1 A Construction Change Directive is a written order signed by the Owner directing a change in the Work prior
to agreement on adjustment, if any, in the Contract Sum or Contract Time, or both. The Owner may by Construction
Change Directive, without invalidating the Design-Build Contract, order changes in the Work within the general scope
of the Design-Build Documents consisting of additions, deletions or other revisions, the Contract Sum and Contract
Time being adjusted accordingly.

§ A.7.3.2 A Construction Change Directive shall be used in the absence of total agreement on the terms of a Change
Order.

§ A.7.3.3 If the Construction Change Directive provides for an adjustment to the Contract Sum, the adjustment shall be
based on one of the following methods:
.1 mutual acceptance of a lump sum properly itemized and supported by sufficient substantiating data to
permit evaluation;
.2 unit prices stated in the Design-Build Documents or subsequently agreed upon, or equitably adjusted as
provided in Section A.4.1.9;
.3 cost to be determined in a manner agreed upon by the parties and a mutually acceptable fixed or
percentage fee; or
.4 as provided in Section A.7.3.6.

§ A.7.3.4 Upon receipt of a Construction Change Directive, the Design-Builder shall promptly proceed with the change
in the Work involved and advise the Owner of the Design-Builder’s agreement or disagreement with the method, if
any, provided in the Construction Change Directive for determining the proposed adjustment in the Contract Sum or
Contract Time.

§ A.7.3.5 A Construction Change Directive signed by the Design-Builder indicates the agreement of the Design-Builder
therewith, including adjustment in Contract Sum and Contract Time or the method for determining them. Such
agreement shall be effective immediately and shall be recorded as a Change Order.

§ A.7.3.ô If the Design-Builder does not respond promptly or disagrees with the method for adjustment in the Contract
Sum, the method and the adjustment shall be determined by the Owner on the basis of reasonable expenditures and
savings of those performing the Work attributable to the change, including, in case of an increase in the Contract Sum,
a reasonable allowance for overhead and profit. In such case, and also under Section A.7.3.3.3, the Design-Builder
shall keep and present, in such form as the Owner may prescribe, an itemized accounting together with appropriate
supporting data. Unless otherwise provided in the Design-Build Documents, costs for the purposes of this Section
A.7.3.6 shall be limited to the following:
.1 additional costs of professional services;
.2 costs of labor, including social security, old age and unemployment insurance, fringe benefits required
by agreement or custom, and workers’ compensation insurance;
.3 costs of materials, supplies and equipment, including cost of transportation, whether incorporated or
consumed;
AIA Document A141™– 2004. Copyright © 2004 by The American Institute of Architects. All rights reserved. WARNING: This AIA
®
Document is
protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA
®
Document, or any portion of
it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. Purchasers are
permitted to reproduce ten (10) copies of this document when completed. To report copyright violations of AIA Contract Documents, e-mail The American
Institute of Architects’ legal counsel, copyright@aia.org.


17

.4 rental costs of machinery and equipment, exclusive of hand tools, whether rented from the Design-
Builder or others;
.5 costs of premiums for all bonds and insurance, permit fees, and sales, use or similar taxes related to the
Work; and
.ô additional costs of supervision and field office personnel directly attributable to the change.

§ A.7.3.7 The amount of credit to be allowed by the Design-Builder to the Owner for a deletion or change that results in
a net decrease in the Contract Sum shall be actual net cost. When both additions and credits covering related Work or
substitutions are involved in a change, the allowance for overhead and profit shall be figured on the basis of net
increase, if any, with respect to that change.

§ A.7.3.8 Pending final determination of the total cost of a Construction Change Directive to the Owner, amounts not in
dispute for such changes in the Work shall be included in Applications for Payment accompanied by a Change Order
indicating the parties’ agreement with part or all of such costs. For any portion of such cost that remains in dispute, the
Owner shall make an interim determination for purposes of monthly payment for those costs. That determination of
cost shall adjust the Contract Sum on the same basis as a Change Order, subject to the right of the Design-Builder to
disagree and assert a Claim in accordance with Article A.4.

§ A.7.3.9 When the Owner and Design-Builder reach agreement concerning the adjustments in the Contract Sum and
Contract Time, or otherwise reach agreement upon the adjustments, such agreement shall be effective immediately and
shall be recorded by preparation and execution of an appropriate Change Order.

§ A.7.4 H|N0R 6hANCE8 |N ThE w0RK
§ A.7.4.1 The Owner shall have authority to order minor changes in the Work not involving adjustment in the Contract
Sum or extension of the Contract Time and not inconsistent with the intent of the Design-Build Documents. Such
changes shall be effected by written order and shall be binding on the Design-Builder. The Design-Builder shall carry
out such written orders promptly.

ART|6LE A.8 T|HE
§ A.8.1 0EF|N|T|0N8
§ A.8.1.1 Unless otherwise provided, Contract Time is the period of time, including authorized adjustments, allotted in
the Design-Build Documents for Substantial Completion of the Work.

§ A.8.1.2 The date of commencement of the Work shall be the date stated in the Agreement unless provision is made
for the date to be fixed in a notice to proceed issued by the Owner.

§ A.8.1.3 The date of Substantial Completion is the date determined by the Owner in accordance with Section A.9.8.

§ A.8.1.4 The term “day” as used in the Design-Build Documents shall mean calendar day unless otherwise specifically
defined.

§ A.8.2 PR0CRE88 AN0 60HPLET|0N
§ A.8.2.1 Time limits stated in the Design-Build Documents are of the essence of the Design-Build Contract. By
executing the Design-Build Contract, the Design-Builder confirms that the Contract Time is a reasonable period for
performing the Work.

§ A.8.2.2 The Design-Builder shall not knowingly, except by agreement or instruction of the Owner in writing,
prematurely commence construction operations on the site or elsewhere prior to the effective date of insurance
required by Article A.11 to be furnished by the Design-Builder and Owner. The date of commencement of the Work
shall not be changed by the effective date of such insurance. Unless the date of commencement is established by the
Design-Build Documents or a notice to proceed given by the Owner, the Design-Builder shall notify the Owner in
writing not less than five days or other agreed period before commencing the Work to permit the timely filing of
mortgages, mechanic’s liens and other security interests.

§ A.8.2.3 The Design-Builder shall proceed expeditiously with adequate forces and shall achieve Substantial
Completion within the Contract Time.


AIA Document A141™– 2004. Copyright © 2004 by The American Institute of Architects. All rights reserved. WARNING: This AIA
®
Document is
protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA
®
Document, or any portion of
it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. Purchasers are
permitted to reproduce ten (10) copies of this document when completed. To report copyright violations of AIA Contract Documents, e-mail The American
Institute of Architects’ legal counsel, copyright@aia.org.


18

§ A.8.3 0ELAY8 AN0 EXTEN8|0N8 0F T|HE
§ A.8.3.1 If the Design-Builder is delayed at any time in the commencement or progress of the Work by an act or
neglect of the Owner or of a separate contractor employed by the Owner, or by changes ordered in the Work, or by
labor disputes, fire, unusual delay in deliveries, unavoidable casualties or other causes beyond the Design-Builder’s
control, or by delay authorized by the Owner pending resolution of disputes pursuant to the Design-Build Documents,
or by other causes which the Owner determines may justify delay, then the Contract Time shall be extended by
Change Order for such reasonable time as the Owner may determine.

§ A.8.3.2 Claims relating to time shall be made in accordance with applicable provisions of Section A.4.1.7.

§ A.8.3.3 This Section A.8.3 does not preclude recovery of damages for delay by either party under other provisions of
the Design-Build Documents.

ART|6LE A.9 PAYHENT8 AN0 60HPLET|0N
§ A.9.1 60NTRA6T 8UH
§ A.9.1.1 The Contract Sum is stated in the Design-Build Documents and, including authorized adjustments, is the total
amount payable by the Owner to the Design-Builder for performance of the Work under the Design-Build Documents.

§ A.9.2 86hE0ULE 0F VALUE8
§ A.9.2.1 Before the first Application for Payment, where the Contract Sum is based upon a Stipulated Sum or the Cost
of the Work plus Contractor’s Fee with a Guaranteed Maximum Price, the Design-Builder shall submit to the Owner
an initial schedule of values allocated to various portions of the Work prepared in such form and supported by such
data to substantiate its accuracy as the Owner may require. This schedule, unless objected to by the Owner, shall be
used as a basis for reviewing the Design-Builder’s Applications for Payment. The schedule of values may be updated
periodically to reflect changes in the allocation of the Contract Sum.

§ A.9.3 APPL|6AT|0N8 F0R PAYHENT
§ A.9.3.1 At least ten days before the date established for each progress payment, the Design-Builder shall submit to the
Owner an itemized Application for Payment for operations completed in accordance with the current schedule of
values. Such application shall be notarized, if required, and supported by such data substantiating the Design-Builder’s
right to payment as the Owner may require, such as copies of requisitions from Contractors and material suppliers, and
reflecting retainage if provided for in the Design-Build Documents:

§ A.9.3.1.1 As provided in Section A.7.3.8, such applications may include requests for payment on account of Changes
in the Work which have been properly authorized by Construction Change Directives but are not yet included in
Change Orders.

§ A.9.3.1.2 Such applications may not include requests for payment for portions of the Work for which the Design-
Builder does not intend to pay to a Contractor or material supplier or other parties providing services for the Design-
Builder, unless such Work has been performed by others whom the Design-Builder intends to pay.

§ A.9.3.2 Unless otherwise provided in the Design-Build Documents, payments shall be made on account of materials
and equipment delivered and suitably stored at the site for subsequent incorporation in the Work. If approved in
advance by the Owner, payment may similarly be made for materials and equipment suitably stored off the site at a
location agreed upon in writing. Payment for materials and equipment stored on or off the site shall be conditioned
upon compliance by the Design-Builder with procedures satisfactory to the Owner to establish the Owner’s title to
such materials and equipment or otherwise protect the Owner’s interest and shall include the costs of applicable
insurance, storage and transportation to the site for such materials and equipment stored off the site.

§ A.9.3.3 The Design-Builder warrants that title to all Work other than Instruments of Service covered by an
Application for Payment will pass to the Owner no later than the time of payment. The Design-Builder further
warrants that, upon submittal of an Application for Payment, all Work for which Certificates for Payment have been
previously issued and payments received from the Owner shall, to the best of the Design-Builder’s knowledge,
information and belief, be free and clear of liens, Claims, security interests or encumbrances in favor of the Design-
Builder, Contractors, Subcontractors, material suppliers, or other persons or entities making a claim by reason of
having provided labor, materials and equipment relating to the Work.


AIA Document A141™– 2004. Copyright © 2004 by The American Institute of Architects. All rights reserved. WARNING: This AIA
®
Document is
protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA
®
Document, or any portion of
it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. Purchasers are
permitted to reproduce ten (10) copies of this document when completed. To report copyright violations of AIA Contract Documents, e-mail The American
Institute of Architects’ legal counsel, copyright@aia.org.


19

§ A.9.4 A6KN0wLE0CEHENT 0F APPL|6AT|0N F0R PAYHENT
§ A.9.4.1 The Owner shall, within seven days after receipt of the Design-Builder’s Application for Payment, issue to
the Design-Builder a written acknowledgement of receipt of the Design-Builder’s Application for Payment indicating
the amount the Owner has determined to be properly due and, if applicable, the reasons for withholding payment in
whole or in part.

§ A.9.5 0E6|8|0N8 T0 w|Thh0L0 PAYHENT
§ A.9.5.1 The Owner may withhold a payment in whole or in part to the extent reasonably necessary to protect the
Owner due to the Owner’s determination that the Work has not progressed to the point indicated in the Application for
Payment or that the quality of Work is not in accordance with the Design-Build Documents. The Owner may also
withhold a payment or, because of subsequently discovered evidence, may nullify the whole or a part of an
Application for Payment previously issued to such extent as may be necessary to protect the Owner from loss for
which the Design-Builder is responsible, including loss resulting from acts and omissions, because of the following:
.1 defective Work not remedied;
.2 third-party claims filed or reasonable evidence indicating probable filing of such claims unless security
acceptable to the Owner is provided by the Design-Builder;
.3 failure of the Design-Builder to make payments properly to Contractors or for design services labor,
materials or equipment;
.4 reasonable evidence that the Work cannot be completed for the unpaid balance of the Contract Sum;
.5 damage to the Owner or a separate contractor;
.ô reasonable evidence that the Work will not be completed within the Contract Time and that the unpaid
balance would not be adequate to cover actual or liquidated damages for the anticipated delay; or
.7 persistent failure to carry out the Work in accordance with the Design-Build Documents.

§ A.9.5.2 When the above reasons for withholding payment are removed, payment will be made for amounts previously
withheld.

§ A.9.ô PR0CRE88 PAYHENT8
§ A.9.ô.1 After the Owner has issued a written acknowledgement of receipt of the Design-Builder’s Application for
Payment, the Owner shall make payment of the amount, in the manner and within the time provided in the Design-
Build Documents.

§ A.9.ô.2 The Design-Builder shall promptly pay the Architect, each design professional and other consultants retained
directly by the Design-Builder, upon receipt of payment from the Owner, out of the amount paid to the Design-Builder
on account of each such party’s respective portion of the Work, the amount to which each such party is entitled.

§ A.9.ô.3 The Design-Builder shall promptly pay each Contractor, upon receipt of payment from the Owner, out of the
amount paid to the Design-Builder on account of such Contractor’s portion of the Work, the amount to which said
Contractor is entitled, reflecting percentages actually retained from payments to the Design-Builder on account of the
Contractor’s portion of the Work. The Design-Builder shall, by appropriate agreement with each Contractor, require
each Contractor to make payments to Subcontractors in a similar manner.

§ A.9.ô.4 The Owner shall have no obligation to pay or to see to the payment of money to a Contractor except as may
otherwise be required by law.

§ A.9.ô.5 Payment to material suppliers shall be treated in a manner similar to that provided in Sections A.9.6.3 and
A.9.6.4.

§ A.9.ô.ô A progress payment, or partial or entire use or occupancy of the Project by the Owner, shall not constitute
acceptance of Work not in accordance with the Design-Build Documents.

§ A.9.ô.7 Unless the Design-Builder provides the Owner with a payment bond in the full penal sum of the Contract
Sum, payments received by the Design-Builder for Work properly performed by Contractors and suppliers shall be
held by the Design-Builder for those Contractors or suppliers who performed Work or furnished materials, or both,
under contract with the Design-Builder for which payment was made by the Owner. Nothing contained herein shall
require money to be placed in a separate account and not be commingled with money of the Design-Builder, shall


AIA Document A141™– 2004. Copyright © 2004 by The American Institute of Architects. All rights reserved. WARNING: This AIA
®
Document is
protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA
®
Document, or any portion of
it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. Purchasers are
permitted to reproduce ten (10) copies of this document when completed. To report copyright violations of AIA Contract Documents, e-mail The American
Institute of Architects’ legal counsel, copyright@aia.org.


20

create any fiduciary liability or tort liability on the part of the Design-Builder for breach of trust or shall entitle any
person or entity to an award of punitive damages against the Design-Builder for breach of the requirements of this
provision.

§ A.9.7 FA|LURE 0F PAYHENT
§ A.9.7.1 If for reasons other than those enumerated in Section A.9.5.1, the Owner does not issue a payment within the
time period required by Section 5.1.3 of the Agreement, then the Design-Builder may, upon seven additional days’
written notice to the Owner, stop the Work until payment of the amount owing has been received. The Contract Time
shall be extended appropriately and the Contract Sum shall be increased by the amount of the Design-Builder’s
reasonable costs of shutdown, delay and start-up, plus interest as provided for in the Design-Build Documents.

§ A.9.8 8Uß8TANT|AL 60HPLET|0N
§ A.9.8.1 Substantial Completion is the stage in the progress of the Work when the Work or designated portion thereof is
sufficiently complete in accordance with the Design-Build Documents so that the Owner can occupy or use the Work or a
portion thereof for its intended use.

§ A.9.8.2 When the Design-Builder considers that the Work, or a portion thereof which the Owner agrees to accept
separately, is substantially complete, the Design-Builder shall prepare and submit to the Owner a comprehensive list of
items to be completed or corrected prior to final payment. Failure to include an item on such list does not alter the
responsibility of the Design-Builder to complete all Work in accordance with the Design-Build Documents.

§ A.9.8.3 Upon receipt of the Design-Builder’s list, the Owner shall make an inspection to determine whether the Work
or designated portion thereof is substantially complete. If the Owner’s inspection discloses any item, whether or not
included on the Design-Builder’s list, which is not substantially complete, the Design-Builder shall complete or correct
such item. In such case, the Design-Builder shall then submit a request for another inspection by the Owner to
determine whether the Design-Builder’s Work is substantially complete.

§ A.9.8.4 In the event of a dispute regarding whether the Design-Builder’s Work is substantially complete, the dispute
shall be resolved pursuant to Article A.4.

§ A.9.8.5 When the Work or designated portion thereof is substantially complete, the Design-Builder shall prepare for the
Owner's signature an Acknowledgement of Substantial Completion which, when signed by the Owner, shall establish (1)
the date of Substantial Completion of the Work, (2) responsibilities between the Owner and Design-Builder for security,
maintenance, heat, utilities, damage to the Work and insurance, and (3) the time within which the Design-Builder shall
finish all items on the list accompanying the Acknowledgement. When the Owner’s inspection discloses that the Work or
a designated portion thereof is substantially complete, the Owner shall sign the Acknowledgement of Substantial
Completion. Warranties required by the Design-Build Documents shall commence on the date of Substantial Completion
of the Work or designated portion thereof unless otherwise provided in the Acknowledgement of Substantial Completion.

§ A.9.8.ô Upon execution of the Acknowledgement of Substantial Completion and consent of surety, if any, the Owner
shall make payment of retainage applying to such Work or designated portion thereof. Such payment shall be adjusted
for Work that is incomplete or not in accordance with the requirements of the Design-Build Documents.

§ A.9.9 PART|AL 066UPAN6Y 0R U8E
§ A.9.9.1 The Owner may occupy or use any completed or partially completed portion of the Work at any stage when
such portion is designated by separate agreement with the Design-Builder, provided such occupancy or use is
consented to by the insurer, if so required by the insurer, and authorized by public authorities having jurisdiction over
the Work. Such partial occupancy or use may commence whether or not the portion is substantially complete, provided
the Owner and Design-Builder have accepted in writing the responsibilities assigned to each of them for payments,
retainage, if any, security, maintenance, heat, utilities, damage to the Work and insurance, and have agreed in writing
concerning the period for completion or correction of the Work and commencement of warranties required by the
Design-Build Documents. When the Design-Builder considers a portion substantially complete, the Design-Builder
shall prepare and submit a list to the Owner as provided under Section A.9.8.2. Consent of the Design-Builder to
partial occupancy or use shall not be unreasonably withheld. The stage of the progress of the Work shall be determined
by written agreement between the Owner and Design-Builder.

§ A.9.9.2 Immediately prior to such partial occupancy or use, the Owner and Design-Builder shall jointly inspect the
area to be occupied or portion of the Work to be used to determine and record the condition of the Work.
AIA Document A141™– 2004. Copyright © 2004 by The American Institute of Architects. All rights reserved. WARNING: This AIA
®
Document is
protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA
®
Document, or any portion of
it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. Purchasers are
permitted to reproduce ten (10) copies of this document when completed. To report copyright violations of AIA Contract Documents, e-mail The American
Institute of Architects’ legal counsel, copyright@aia.org.


21

§ A.9.9.3 Unless otherwise agreed upon, partial occupancy or use of a portion or portions of the Work shall not
constitute acceptance of Work not complying with the requirements of the Design-Build Documents.

§ A.9.10 F|NAL 60HPLET|0N AN0 F|NAL PAYHENT
§ A.9.10.1 Upon receipt of written notice that the Work is ready for final inspection and acceptance and upon receipt of
a final Application for Payment, the Owner shall promptly make such inspection and, when the Owner finds the Work
acceptable under the Design-Build Documents and fully performed, the Owner shall, subject to Section A.9.10.2,
promptly make final payment to the Design-Builder.

§ A.9.10.2 Neither final payment nor any remaining retained percentage will become due until the Design-Builder
submits to the Owner (1) an affidavit that payrolls, bills for materials and equipment, and other indebtedness
connected with the Work for which the Owner or the Owner’s property might be responsible or encumbered (less
amounts withheld by Owner) have been paid or otherwise satisfied, (2) a certificate evidencing that insurance required
by the Design-Build Documents to remain in force after final payment is currently in effect and will not be cancelled
or allowed to expire until at least 30 days’ prior written notice has been given to the Owner, (3) a written statement
that the Design-Builder knows of no substantial reason that the insurance will not be renewable to cover the period
required by the Design-Build Documents, (4) consent of surety, if any, to final payment, and (5) if required by the
Owner, other data establishing payment or satisfaction of obligations, such as receipts, releases and waivers of liens,
claims, security interests or encumbrances arising out of the Design-Build Contract, to the extent and in such form as
may be designated by the Owner. If a Contractor refuses to furnish a release or waiver required by the Owner, the
Design-Builder may furnish a bond satisfactory to the Owner to indemnify the Owner against such lien. If such lien
remains unsatisfied after payments are made, the Design-Builder shall refund to the Owner all money that the Owner
may be liable to pay in connection with the discharge of such lien, including all costs and reasonable attorneys’ fees.

§ A.9.10.3 If, after the Owner determines that the Design-Builder’s Work or designated portion thereof is substantially
completed, final completion thereof is materially delayed through no fault of the Design-Builder or by issuance of a
Change Order or a Construction Change Directive affecting final completion, the Owner shall, upon application by the
Design-Builder, make payment of the balance due for that portion of the Work fully completed and accepted. If the
remaining balance for Work not fully completed or corrected is less than retainage stipulated in the Design-Build
Documents, and if bonds have been furnished, the written consent of surety to payment of the balance due for that
portion of the Work fully completed and accepted shall be submitted by the Design-Builder. Such payment shall be
made under terms and conditions governing final payment, except that it shall not constitute a waiver of claims.

§ A.9.10.4 The making of final payment shall constitute a waiver of Claims by the Owner except those arising from:
.1 liens, Claims, security interests or encumbrances arising out of the Design-Build Documents and
unsettled;
.2 failure of the Work to comply with the requirements of the Design-Build Documents; or
.3 terms of special warranties required by the Design-Build Documents.

§ A.9.10.5 Acceptance of final payment by the Design-Builder, a Contractor or material supplier shall constitute a
waiver of claims by that payee except those previously made in writing and identified by that payee as unsettled at the
time of final Application for Payment.

ART|6LE A.10 PR0TE6T|0N 0F PER80N8 AN0 PR0PERTY
§ A.10.1 8AFETY PRE6AUT|0N8 AN0 PR0CRAH8
§ A.10.1.1 The Design-Builder shall be responsible for initiating and maintaining all safety precautions and programs in
connection with the performance of the Design-Build Contract.

§ A.10.2 8AFETY 0F PER80N8 AN0 PR0PERTY
§ A.10.2.1 The Design-Builder shall take reasonable precautions for safety of, and shall provide reasonable protection
to prevent damage, injury or loss to:
.1 employees on the Work and other persons who may be affected thereby;
.2 the Work and materials and equipment to be incorporated therein, whether in storage on or off the site
or under the care, custody or control of the Design-Builder or the Design-Builder’s Contractors or
Subcontractors; and
.3 other property at the site or adjacent thereto, such as trees, shrubs, lawns, walks, pavements, roadways,
structures and utilities not designated for removal, relocation or replacement in the course of
construction.
AIA Document A141™– 2004. Copyright © 2004 by The American Institute of Architects. All rights reserved. WARNING: This AIA
®
Document is
protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA
®
Document, or any portion of
it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. Purchasers are
permitted to reproduce ten (10) copies of this document when completed. To report copyright violations of AIA Contract Documents, e-mail The American
Institute of Architects’ legal counsel, copyright@aia.org.


22

§ A.10.2.2 The Design-Builder shall give notices and comply with applicable laws, ordinances, rules, regulations and
lawful orders of public authorities bearing on safety of persons or property or their protection from damage, injury or
loss.

§ A.10.2.3 The Design-Builder shall erect and maintain, as required by existing conditions and performance of the
Design-Build Documents, reasonable safeguards for safety and protection, including posting danger signs and other
warnings against hazards, promulgating safety regulations and notifying owners and users of adjacent sites and
utilities.

§ A.10.2.4 When use or storage of explosives or other hazardous materials or equipment or unusual methods are
necessary for execution of the Work, the Design-Builder shall exercise utmost care and carry on such activities under
supervision of properly qualified personnel.

§ A.10.2.5 The Design-Builder shall promptly remedy damage and loss (other than damage or loss insured under
property insurance required by the Design-Build Documents) to property referred to in Sections A.10.2.1.2 and
A.10.2.1.3 caused in whole or in part by the Design-Builder, the Architect, a Contractor, a Subcontractor, or anyone
directly or indirectly employed by any of them or by anyone for whose acts they may be liable and for which the
Design-Builder is responsible under Sections A.10.2.1.2 and A.10.2.1.3, except damage or loss attributable to acts or
omissions of the Owner or anyone directly or indirectly employed by the Owner, or by anyone for whose acts the
Owner may be liable, and not attributable to the fault or negligence of the Design-Builder. The foregoing obligations
of the Design-Builder are in addition to the Design-Builder’s obligations under Section A.3.17.

§ A.10.2.ô The Design-Builder shall designate in writing to the Owner a responsible individual whose duty shall be the
prevention of accidents.

§ A.10.2.7 The Design-Builder shall not load or permit any part of the construction or site to be loaded so as to
endanger its safety.

§ A.10.3 hAZAR00U8 HATER|AL8
§ A.10.3.1 If reasonable precautions will be inadequate to prevent foreseeable bodily injury or death to persons
resulting from a material or substance, including but not limited to asbestos or polychlorinated biphenyl (PCB),
encountered on the site by the Design-Builder, the Design-Builder shall, upon recognizing the condition, immediately
stop Work in the affected area and report the condition to the Owner.

§ A.10.3.2 The Owner shall obtain the services of a licensed laboratory to verify the presence or absence of the material
or substance reported by the Design-Builder and, in the event such material or substance is found to be present, to
verify that it has been rendered harmless. Unless otherwise required by the Design-Build Documents, the Owner shall
furnish in writing to the Design-Builder the names and qualifications of persons or entities who are to perform tests
verifying the presence or absence of such material or substance or who are to perform the task of removal or safe
containment of such material or substance. The Design-Builder shall promptly reply to the Owner in writing stating
whether or not the Design-Builder has reasonable objection to the persons or entities proposed by the Owner. If the
Design-Builder has an objection to a person or entity proposed by the Owner, the Owner shall propose another to
whom the Design-Builder has no reasonable objection. When the material or substance has been rendered harmless,
work in the affected area shall resume upon written agreement of the Owner and Design-Builder. The Contract Time
shall be extended appropriately, and the Contract Sum shall be increased in the amount of the Design-Builder’s
reasonable additional costs of shutdown, delay and start-up, which adjustments shall be accomplished as provided in
Article A.7.

§ A.10.3.3 To the fullest extent permitted by law, the Owner shall indemnify and hold harmless the Design-Builder,
Contractors, Subcontractors, Architect, Architect’s consultants and the agents and employees of any of them from and
against Claims, damages, losses and expenses, including but not limited to attorneys’ fees, arising out of or resulting
from performance of the Work in the affected area if in fact the material or substance exists on site as of the date of the
Agreement, is not disclosed in the Design-Build Documents and presents the risk of bodily injury or death as described
in Section A.10.3.1 and has not been rendered harmless, provided that such Claim, damage, loss or expense is
attributable to bodily injury, sickness, disease or death or to injury to or destruction of tangible property (other than the
Work itself) to the extent that such damage, loss or expense is not due to the negligence of the Design-Builder,
Contractors, Subcontractors, Architect, Architect’s consultants and the agents and employees of any of them.

AIA Document A141™– 2004. Copyright © 2004 by The American Institute of Architects. All rights reserved. WARNING: This AIA
®
Document is
protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA
®
Document, or any portion of
it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. Purchasers are
permitted to reproduce ten (10) copies of this document when completed. To report copyright violations of AIA Contract Documents, e-mail The American
Institute of Architects’ legal counsel, copyright@aia.org.


23

§ A.10.4 The Owner shall not be responsible under Section A.10.3 for materials and substances brought to the site by
the Design-Builder unless such materials or substances were required by the Design-Build Documents.

§ A.10.5 If, without negligence on the part of the Design-Builder, the Design-Builder is held liable for the cost of
remediation of a hazardous material or substance solely by reason of performing Work as required by the Design-
Build Documents, the Owner shall indemnify the Design-Builder for all cost and expense thereby incurred.

§ A.10.ô EHERCEN6|E8
§ A.10.ô.1 In an emergency affecting safety of persons or property, the Design-Builder shall act, at the Design-
Builder’s discretion, to prevent threatened damage, injury or loss. Additional compensation or extension of time
claimed by the Design-Builder on account of an emergency shall be determined as provided in Section A.4.1.7 and
Article A.7.

ART|6LE A.11 |N8URAN6E AN0 ß0N08
§ A.11.1 Except as may otherwise be set forth in the Agreement or elsewhere in the Design-Build Documents, the Owner
and Design-Builder shall purchase and maintain the following types of insurance with limits of liability and deductible
amounts and subject to such terms and conditions, as set forth in this Article A.11.

§ A.11.2 0E8|CN-ßU|L0ER'8 L|Aß|L|TY |N8URAN6E
§ A.11.2.1 The Design-Builder shall purchase from and maintain in a company or companies lawfully authorized to do
business in the jurisdiction in which the Project is located such insurance as will protect the Design-Builder from claims
set forth below that may arise out of or result from the Design-Builder’s operations under the Design-Build Contract and
for which the Design-Builder may be legally liable, whether such operations be by the Design-Builder, by a Contractor or
by anyone directly or indirectly employed by any of them, or by anyone for whose acts any of them may be liable:
.1 claims under workers’ compensation, disability benefit and other similar employee benefit acts which
are applicable to the Work to be performed;
.2 claims for damages because of bodily injury, occupational sickness or disease, or death of the Design-
Builder’s employees;
.3 claims for damages because of bodily injury, sickness or disease, or death of any person other than the
Design-Builder’s employees;
.4 claims for damages insured by usual personal injury liability coverage;
.5 claims for damages, other than to the Work itself, because of injury to or destruction of tangible
property, including loss of use resulting therefrom;
.ô claims for damages because of bodily injury, death of a person or property damage arising out of
ownership, maintenance or use of a motor vehicle;
.7 claims for bodily injury or property damage arising out of completed operations; and
.8 claims involving contractual liability insurance applicable to the Design-Builder’s obligations under
Section A.3.17.

§ A.11.2.2 The insurance required by Section A.11.2.1 shall be written for not less than limits of liability specified in
the Design-Build Documents or required by law, whichever coverage is greater. Coverages, whether written on an
occurrence or claims-made basis, shall be maintained without interruption from date of commencement of the Work
until date of final payment and termination of any coverage required to be maintained after final payment.

§ A.11.2.3 Certificates of insurance acceptable to the Owner shall be filed with the Owner prior to commencement of
the Work. These certificates and the insurance policies required by this Section A.11.2 shall contain a provision that
coverages afforded under the policies will not be canceled or allowed to expire until at least 30 days’ prior written
notice has been given to the Owner. If any of the foregoing insurance coverages are required to remain in force after
final payment and are reasonably available, an additional certificate evidencing continuation of such coverage shall be
submitted with the final Application for Payment as required by Section A.9.10.2. Information concerning reduction of
coverage on account of revised limits or claims paid under the General Aggregate, or both, shall be furnished by the
Design-Builder with reasonable promptness in accordance with the Design-Builder’s information and belief.

§ A.11.3 0wNER'8 L|Aß|L|TY |N8URAN6E
§ A.11.3.1 The Owner shall be responsible for purchasing and maintaining the Owner’s usual liability insurance.



AIA Document A141™– 2004. Copyright © 2004 by The American Institute of Architects. All rights reserved. WARNING: This AIA
®
Document is
protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA
®
Document, or any portion of
it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. Purchasers are
permitted to reproduce ten (10) copies of this document when completed. To report copyright violations of AIA Contract Documents, e-mail The American
Institute of Architects’ legal counsel, copyright@aia.org.


24

§ A.11.4 PR0PERTY |N8URAN6E
§ A.11.4.1 Unless otherwise provided, the Owner shall purchase and maintain, in a company or companies lawfully
authorized to do business in the jurisdiction in which the Project is located, property insurance written on a builder’s risk,
“all-risk” or equivalent policy form in the amount of the initial Contract Sum, plus the value of subsequent Design-Build
Contract modifications and cost of materials supplied or installed by others, comprising total value for the entire Project at
the site on a replacement cost basis without optional deductibles. Such property insurance shall be maintained, unless
otherwise provided in the Design-Build Documents or otherwise agreed in writing by all persons and entities who are
beneficiaries of such insurance, until final payment has been made as provided in Section A.9.10 or until no person or
entity other than the Owner has an insurable interest in the property required by this Section A.11.4 to be covered,
whichever is later. This insurance shall include interests of the Owner, Design-Builder, Contractors and Subcontractors in
the Project.

§ A.11.4.1.1 Property insurance shall be on an “all-risk” or equivalent policy form and shall include, without limitation,
insurance against the perils of fire (with extended coverage) and physical loss or damage including, without
duplication of coverage, theft, vandalism, malicious mischief, collapse, earthquake, flood, windstorm, falsework,
testing and startup, temporary buildings and debris removal, including demolition occasioned by enforcement of any
applicable legal requirements, and shall cover reasonable compensation for Design-Builder’s services and expenses
required as a result of such insured loss.

§ A.11.4.1.2 If the Owner does not intend to purchase such property insurance required by the Design-Build Contract
and with all of the coverages in the amount described above, the Owner shall so inform the Design-Builder in writing
prior to commencement of the Work. The Design-Builder may then effect insurance that will protect the interests of
the Design-Builder, Contractors and Subcontractors in the Work, and, by appropriate Change Order, the cost thereof
shall be charged to the Owner. If the Design-Builder is damaged by the failure or neglect of the Owner to purchase or
maintain insurance as described above without so notifying the Design-Builder in writing, then the Owner shall bear
all reasonable costs properly attributable thereto.

§ A.11.4.1.3 If the property insurance requires deductibles, the Owner shall pay costs not covered because of such
deductibles.

§ A.11.4.1.4 This property insurance shall cover portions of the Work stored off the site and also portions of the Work
in transit.

§ A.11.4.1.5 Partial occupancy or use in accordance with Section A.9.9 shall not commence until the insurance
company or companies providing property insurance have consented to such partial occupancy or use, by endorsement
or otherwise. The Owner and the Design-Builder shall take reasonable steps to obtain consent of the insurance
company or companies and shall, without mutual written consent, take no action with respect to partial occupancy or
use that would cause cancellation, lapse or reduction of insurance.

§ A.11.4.2 Boiler and Machinery Insurance. The Owner shall purchase and maintain boiler and machinery insurance
required by the Design-Build Documents or by law, which shall specifically cover such insured objects during installation
and until final acceptance by the Owner; this insurance shall include interests of the Owner, Design-Builder, Contractors
and Subcontractors in the Work, and the Owner and Design-Builder shall be named insureds.

§ A.11.4.3 Loss of Use Insurance. The Owner, at the Owner’s option, may purchase and maintain such insurance as will
insure the Owner against loss of use of the Owner’s property due to fire or other hazards, however caused. The Owner
waives all rights of action against the Design-Builder, Architect, the Design-Builder’s other design professionals, if any,
Contractors and Subcontractors for loss of use of the Owner’s property, including consequential losses due to fire or other
hazards, however caused.

§ A.11.4.4 If the Design-Builder requests in writing that insurance for risks other than those described herein or other
special causes of loss be included in the property insurance policy, the Owner shall, if possible, include such insurance,
and the cost thereof shall be charged to the Design-Builder by appropriate Change Order.

§ A.11.4.5 If during the Project construction period the Owner insures properties, real or personal or both, at or adjacent to
the site by property insurance under policies separate from those insuring the Project, or if after final payment property
insurance is to be provided on the completed Project through a policy or policies other than those insuring the Project
during the construction period, the Owner shall waive all rights in accordance with the terms of Section A.11.4.7 for
AIA Document A141™– 2004. Copyright © 2004 by The American Institute of Architects. All rights reserved. WARNING: This AIA
®
Document is
protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA
®
Document, or any portion of
it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. Purchasers are
permitted to reproduce ten (10) copies of this document when completed. To report copyright violations of AIA Contract Documents, e-mail The American
Institute of Architects’ legal counsel, copyright@aia.org.


25

damages caused by fire or other causes of loss covered by this separate property insurance. All separate policies shall
provide this waiver of subrogation by endorsement or otherwise.

§ A.11.4.ô Before an exposure to loss may occur, the Owner shall file with the Design-Builder a copy of each policy that
includes insurance coverages required by this Section A.11.4. Each policy shall contain all generally applicable
conditions, definitions, exclusions and endorsements related to this Project. Each policy shall contain a provision that the
policy will not be canceled or allowed to expire and that its limits will not be reduced until at least 30 days’ prior written
notice has been given to the Design-Builder.

§ A.11.4.7 Waivers of Subrogation. The Owner and Design-Builder waive all rights against each other and any of their
consultants, separate contractors described in Section A.6.1, if any, Contractors, Subcontractors, agents and employees,
each of the other, and any of their contractors, subcontractors, agents and employees, for damages caused by fire or other
causes of loss to the extent covered by property insurance obtained pursuant to this Section A.11.4 or other property
insurance applicable to the Work, except such rights as they have to proceeds of such insurance held by the Owner as
fiduciary. The Owner or Design-Builder, as appropriate, shall require of the separate contractors described in Section
A.6.1, if any, and the Contractors, Subcontractors, agents and employees of any of them, by appropriate agreements,
written where legally required for validity, similar waivers each in favor of other parties enumerated herein. The policies
shall provide such waivers of subrogation by endorsement or otherwise. A waiver of subrogation shall be effective as to a
person or entity even though that person or entity would otherwise have a duty of indemnification, contractual or
otherwise, even though the person or entity did not pay the insurance premium directly or indirectly, and whether or not
the person or entity had an insurable interest in the property damaged.

§ A.11.4.8 A loss insured under Owner’s property insurance shall be adjusted by the Owner as fiduciary and made payable
to the Owner as fiduciary for the insureds, as their interests may appear, subject to requirements of any applicable
mortgagee clause and of Section A.11.4.10. The Design-Builder shall pay Contractors their just shares of insurance
proceeds received by the Design-Builder, and, by appropriate agreements, written where legally required for validity,
shall require Contractors to make payments to their Subcontractors in similar manner.

§ A.11.4.9 If required in writing by a party in interest, the Owner as fiduciary shall, upon occurrence of an insured loss,
give bond for proper performance of the Owner’s duties. The cost of required bonds shall be charged against proceeds
received as fiduciary. The Owner shall deposit in a separate account proceeds so received, which the Owner shall
distribute in accordance with such agreement as the parties in interest may reach. If after such loss no other special
agreement is made and unless the Owner terminates the Design-Build Contract for convenience, replacement of damaged
property shall be performed by the Design-Builder after notification of a Change in the Work in accordance with Article
A.7.

§ A.11.4.10 The Owner as fiduciary shall have power to adjust and settle a loss with insurers unless one of the parties in
interest shall object in writing within five days after occurrence of loss to the Owner’s exercise of this power.; The
Owner as fiduciary shall, in the case of a decision or award, make settlement with insurers in accordance with
directions of a decision or award. If distribution of insurance proceeds by arbitration is required, the arbitrators will
direct such distribution.

A.11.5 PERF0RHAN6E ß0N0 AN0 PAYHENT ß0N0
§ A.11.5.1 The Owner shall have the right to require the Design-Builder to furnish bonds covering faithful performance
of the Design-Build Contract and payment of obligations arising thereunder, including payment to design professionals
engaged by or on behalf of the Design-Builder, as stipulated in bidding requirements or specifically required in the
Agreement or elsewhere in the Design-Build Documents on the date of execution of the Design-Build Contract.

ART|6LE A.12 UN60VER|NC AN0 60RRE6T|0N 0F w0RK
§ A.12.1 UN60VER|NC 0F w0RK
§ A.12.1.1 If a portion of the Work is covered contrary to requirements specifically expressed in the Design-Build
Documents, it must be uncovered for the Owner’s examination and be replaced at the Design-Builder’s expense
without change in the Contract Time.

§ A.12.1.2 If a portion of the Work has been covered which the Owner has not specifically requested to examine prior
to its being covered, the Owner may request to see such Work and it shall be uncovered by the Design-Builder. If such
Work is in accordance with the Design-Build Documents, costs of uncovering and replacement shall, by appropriate
Change Order, be at the Owner’s expense. If such Work is not in accordance with the Design-Build Documents,
AIA Document A141™– 2004. Copyright © 2004 by The American Institute of Architects. All rights reserved. WARNING: This AIA
®
Document is
protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA
®
Document, or any portion of
it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. Purchasers are
permitted to reproduce ten (10) copies of this document when completed. To report copyright violations of AIA Contract Documents, e-mail The American
Institute of Architects’ legal counsel, copyright@aia.org.


26

correction shall be at the Design-Builder’s expense unless the condition was caused by the Owner or a separate
contractor, in which event the Owner shall be responsible for payment of such costs.

§ A.12.2 60RRE6T|0N 0F w0RK
§ A.12.2.1 ßEF0RE 0R AFTER 8Uß8TANT|AL 60HPLET|0N
§ A.12.2.1.1 The Design-Builder shall promptly correct Work rejected by the Owner or failing to conform to the
requirements of the Design-Build Documents, whether discovered before or after Substantial Completion and whether
or not fabricated, installed or completed. Costs of correcting such rejected Work, including additional testing, shall be
at the Design-Builder’s expense.

§ A.12.2.2 AFTER 8Uß8TANT|AL 60HPLET|0N
§ A.12.2.2.1 In addition to the Design-Builder’s obligations under Section A.3.5, if, within one year after the date of
Substantial Completion or after the date for commencement of warranties established under Section A.9.8.5 or by
terms of an applicable special warranty required by the Design-Build Documents, any of the Work is found to be not
in accordance with the requirements of the Design-Build Documents, the Design-Builder shall correct it promptly after
receipt of written notice from the Owner to do so unless the Owner has previously given the Design-Builder a written
acceptance of such condition. The Owner shall give such notice promptly after discovery of the condition. During the
one-year period for correction of Work, if the Owner fails to notify the Design-Builder and give the Design-Builder an
opportunity to make the correction, the Owner waives the rights to require correction by the Design-Builder and to
make a claim for breach of warranty. If the Design-Builder fails to correct non-conforming Work within a reasonable
time during that period after receipt of notice from the Owner, the Owner may correct it in accordance with Section
A.2.5.

§ A.12.2.2.2 The one-year period for correction of Work shall be extended with respect to portions of Work first
performed after Substantial Completion by the period of time between Substantial Completion and the actual
performance of the Work.

§ A.12.2.2.3 The one-year period for correction of Work shall not be extended by corrective Work performed by the
Design-Builder pursuant to this Section A.12.2.

§ A.12.2.3 The Design-Builder shall remove from the site portions of the Work which are not in accordance with the
requirements of the Design-Build Documents and are neither corrected by the Design-Builder nor accepted by the
Owner.

§ A.12.2.4 The Design-Builder shall bear the cost of correcting destroyed or damaged construction, whether completed
or partially completed, of the Owner or separate contractors caused by the Design-Builder’s correction or removal of
Work which is not in accordance with the requirements of the Design-Build Documents.

§ A.12.2.5 Nothing contained in this Section A.12.2 shall be construed to establish a period of limitation with respect to
other obligations the Design-Builder might have under the Design-Build Documents. Establishment of the one-year
period for correction of Work as described in Section A.12.2.2 relates only to the specific obligation of the Design-
Builder to correct the Work, and has no relationship to the time within which the obligation to comply with the
Design-Build Documents may be sought to be enforced, nor to the time within which proceedings may be commenced
to establish the Design-Builder’s liability with respect to the Design-Builder’s obligations other than specifically to
correct the Work.

§ A.12.3 A66EPTAN6E 0F N0N60NF0RH|NC w0RK
§ A.12.3.1 If the Owner prefers to accept Work not in accordance with the requirements of the Design-Build Documents,
the Owner may do so instead of requiring its removal and correction, in which case the Contract Sum will be equitably
adjusted by Change Order. Such adjustment shall be effected whether or not final payment has been made.

ART|6LE A.13 H|86ELLANE0U8 PR0V|8|0N8
§ A.13.1 C0VERN|NC LAw
§ A.13.1.1 The Design-Build Contract shall be governed by the law of the place where the Project is located.

§ A.13.2 8U66E880R8 AN0 A88|CN8
§ A.13.2.1 The Owner and Design-Builder respectively bind themselves, their partners, successors, assigns and legal
representatives to the other party hereto and to partners, successors, assigns and legal representatives of such other
AIA Document A141™– 2004. Copyright © 2004 by The American Institute of Architects. All rights reserved. WARNING: This AIA
®
Document is
protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA
®
Document, or any portion of
it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. Purchasers are
permitted to reproduce ten (10) copies of this document when completed. To report copyright violations of AIA Contract Documents, e-mail The American
Institute of Architects’ legal counsel, copyright@aia.org.


27

party in respect to covenants, agreements and obligations contained in the Design-Build Documents. Except as
provided in Section A.13.2.2, neither party to the Design-Build Contract shall assign the Design-Build Contract as a
whole without written consent of the other. If either party attempts to make such an assignment without such consent,
that party shall nevertheless remain legally responsible for all obligations under the Design-Build Contract.

§ A.13.2.2 The Owner may, without consent of the Design-Builder, assign the Design-Build Contract to an institutional
lender providing construction financing for the Project. In such event, the lender shall assume the Owner’s rights and
obligations under the Design-Build Documents. The Design-Builder shall execute all consents reasonably required to
facilitate such assignment.

§ A.13.3 wR|TTEN N0T|6E
§ A.13.3.1 Written notice shall be deemed to have been duly served if delivered in person to the individual or a member
of the firm or entity or to an officer of the corporation for which it was intended, or if sent by registered or certified
mail to the last business address known to the party giving notice.

§ A.13.4 R|ChT8 AN0 REHE0|E8
§ A.13.4.1 Duties and obligations imposed by the Design-Build Documents and rights and remedies available
thereunder shall be in addition to and not a limitation of duties, obligations, rights and remedies otherwise imposed or
available by law.

§ A.13.4.2 No action or failure to act by the Owner or Design-Builder shall constitute a waiver of a right or duty
afforded them under the Design-Build Documents, nor shall such action or failure to act constitute approval of or
acquiescence in a breach thereunder, except as may be specifically agreed in writing.

§ A.13.5 TE8T8 AN0 |N8PE6T|0N8
§ A.13.5.1 Tests, inspections and approvals of portions of the Work required by the Design-Build Documents or by
laws, ordinances, rules, regulations or orders of public authorities having jurisdiction shall be made at an appropriate
time. Unless otherwise provided, the Design-Builder shall make arrangements for such tests, inspections and approvals
with an independent testing laboratory or entity acceptable to the Owner or with the appropriate public authority, and
shall bear all related costs of tests, inspections and approvals. The Design-Builder shall give timely notice of when and
where tests and inspections are to be made so that the Owner may be present for such procedures.

§ A.13.5.2 If the Owner or public authorities having jurisdiction determine that portions of the Work require additional
testing, inspection or approval not included under Section A.13.5.1, the Owner shall in writing instruct the Design-
Builder to make arrangements for such additional testing, inspection or approval by an entity acceptable to the Owner,
and the Design-Builder shall give timely notice to the Owner of when and where tests and inspections are to be made
so that the Owner may be present for such procedures. Such costs, except as provided in Section A.13.5.3, shall be at
the Owner’s expense.

§ A.13.5.3 If such procedures for testing, inspection or approval under Sections A.13.5.1 and A.13.5.2 reveal failure of
the portions of the Work to comply with requirements established by the Design-Build Documents, all costs made
necessary by such failure, including those of repeated procedures, shall be at the Design-Builder’s expense.

§ A.13.5.4 Required certificates of testing, inspection or approval shall, unless otherwise required by the Design-Build
Documents, be secured by the Design-Builder and promptly delivered to the Owner.

§ A.13.5.5 If the Owner is to observe tests, inspections or approvals required by the Design-Build Documents, the
Owner will do so promptly and, where practicable, at the normal place of testing.

§ A.13.5.ô Tests or inspections conducted pursuant to the Design-Build Documents shall be made promptly to avoid
unreasonable delay in the Work.

§ A.13.ô 60HHEN6EHENT 0F 8TATUT0RY L|H|TAT|0N PER|00
§ A.13.ô.1 As between the Owner and Design-Builder:
.1 Before Substantial Completion. As to acts or failures to act occurring prior to the relevant date of
Substantial Completion, any applicable statute of limitations shall commence to run and any alleged
cause of action shall be deemed to have accrued in any and all events not later than such date of
Substantial Completion;
AIA Document A141™– 2004. Copyright © 2004 by The American Institute of Architects. All rights reserved. WARNING: This AIA
®
Document is
protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA
®
Document, or any portion of
it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. Purchasers are
permitted to reproduce ten (10) copies of this document when completed. To report copyright violations of AIA Contract Documents, e-mail The American
Institute of Architects’ legal counsel, copyright@aia.org.


28

.2 Between Substantial Completion and Final Application for Payment. As to acts or failures to act
occurring subsequent to the relevant date of Substantial Completion and prior to issuance of the final
Application for Payment, any applicable statute of limitations shall commence to run and any alleged
cause of action shall be deemed to have accrued in any and all events not later than the date of issuance
of the final Application for Payment; and
.3 After Final Application for Payment. As to acts or failures to act occurring after the relevant date of
issuance of the final Application for Payment, any applicable statute of limitations shall commence to
run and any alleged cause of action shall be deemed to have accrued in any and all events not later than
the date of any act or failure to act by the Design-Builder pursuant to any Warranty provided under
Section A.3.5, the date of any correction of the Work or failure to correct the Work by the Design-
Builder under Section A.12.2, or the date of actual commission of any other act or failure to perform
any duty or obligation by the Design-Builder or Owner, whichever occurs last.

ART|6LE A.14 TERH|NAT|0N 0R 8U8PEN8|0N 0F ThE 0E8|CN-ßU|L0 60NTRA6T
§ A.14.1 TERH|NAT|0N ßY ThE 0E8|CN-ßU|L0ER
§ A.14.1.1 The Design-Builder may terminate the Design-Build Contract if the Work is stopped for a period of 30
consecutive days through no act or fault of the Design-Builder or a Contractor, Subcontractor or their agents or
employees or any other persons or entities performing portions of the Work under direct or indirect contract with the
Design-Builder, for any of the following reasons:
.1 issuance of an order of a court or other public authority having jurisdiction which requires all Work to
be stopped;
.2 an act of government, such as a declaration of national emergency which requires all Work to be
stopped;
.3 the Owner has failed to make payment to the Design-Builder in accordance with the Design-Build
Documents; or
.4 the Owner has failed to furnish to the Design-Builder promptly, upon the Design-Builder’s request,
reasonable evidence as required by Section A.2.2.8.

§ A.14.1.2 The Design-Builder may terminate the Design-Build Contract if, through no act or fault of the Design-
Builder or a Contractor, Subcontractor or their agents or employees or any other persons or entities performing
portions of the Work under direct or indirect contract with the Design-Builder, repeated suspensions, delays or
interruptions of the entire Work by the Owner, as described in Section A.14.3, constitute in the aggregate more than
100 percent of the total number of days scheduled for completion, or 120 days in any 365-day period, whichever is
less.

§ A.14.1.3 If one of the reasons described in Sections A.14.1.1 or A.14.1.2 exists, the Design-Builder may, upon seven
days’ written notice to the Owner, terminate the Design-Build Contract and recover from the Owner payment for
Work executed and for proven loss with respect to materials, equipment, tools, and construction equipment and
machinery, including reasonable overhead, profit and damages.

§ A.14.1.4 If the Work is stopped for a period of 60 consecutive days through no act or fault of the Design-Builder or a
Contractor or their agents or employees or any other persons performing portions of the Work under a direct or
indirect contract with the Design-Builder because the Owner has persistently failed to fulfill the Owner’s obligations
under the Design-Build Documents with respect to matters important to the progress of the Work, the Design-Builder
may, upon seven additional days’ written notice to the Owner, terminate the Design-Build Contract and recover from
the Owner as provided in Section A.14.1.3.

§ A.14.2 TERH|NAT|0N ßY ThE 0wNER F0R 6AU8E
§ A.14.2.1 The Owner may terminate the Design-Build Contract if the Design-Builder:
.1 persistently or repeatedly refuses or fails to supply enough properly skilled workers or proper materials;
.2 fails to make payment to Contractors for services, materials or labor in accordance with the respective
agreements between the Design-Builder and the Architect and Contractors;
.3 persistently disregards laws, ordinances or rules, regulations or orders of a public authority having
jurisdiction; or
.4 otherwise is guilty of substantial breach of a provision of the Design-Build Documents.



AIA Document A141™– 2004. Copyright © 2004 by The American Institute of Architects. All rights reserved. WARNING: This AIA
®
Document is
protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA
®
Document, or any portion of
it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. Purchasers are
permitted to reproduce ten (10) copies of this document when completed. To report copyright violations of AIA Contract Documents, e-mail The American
Institute of Architects’ legal counsel, copyright@aia.org.


29

§ A.14.2.2 When any of the above reasons exist, the Owner may without prejudice to any other rights or remedies of the
Owner and after giving the Design-Builder and the Design-Builder’s surety, if any, seven days’ written notice,
terminate employment of the Design-Builder and may, subject to any prior rights of the surety:
.1 take possession of the site and of all materials, equipment, tools, and construction equipment and
machinery thereon owned by the Design-Builder;
.2 accept assignment of contracts pursuant to Section A.5.5.1; and
.3 finish the Work by whatever reasonable method the Owner may deem expedient. Upon request of the
Design-Builder, the Owner shall furnish to the Design-Builder a detailed accounting of the costs
incurred by the Owner in finishing the Work.

§ A.14.2.3 When the Owner terminates the Design-Build Contract for one of the reasons stated in Section A.14.2.1, the
Design-Builder shall not be entitled to receive further payment until the Work is finished.

§ A.14.2.4 If the unpaid balance of the Contract Sum exceeds costs of finishing the Work and other damages incurred
by the Owner and not expressly waived, such excess shall be paid to the Design-Builder. If such costs and damages
exceed the unpaid balance, the Design-Builder shall pay the difference to the Owner.

§ A.14.3 8U8PEN8|0N ßY ThE 0wNER F0R 60NVEN|EN6E
§ A.14.3.1 The Owner may, without cause, order the Design-Builder in writing to suspend, delay or interrupt the Work
in whole or in part for such period of time as the Owner may determine.

§ A.14.3.2 The Contract Sum and Contract Time shall be adjusted for increases in the cost and time caused by
suspension, delay or interruption as described in Section A.14.3.1. Adjustment of the Contract Sum shall include
profit. No adjustment shall be made to the extent:
.1 that performance is, was or would have been so suspended, delayed or interrupted by another cause for
which the Design-Builder is responsible; or
.2 that an equitable adjustment is made or denied under another provision of the Design-Build Contract.

§ A.14.4 TERH|NAT|0N ßY ThE 0wNER F0R 60NVEN|EN6E
§ A.14.4.1 The Owner may, at any time, terminate the Design-Build Contract for the Owner’s convenience and without
cause.

§ A.14.4.2 Upon receipt of written notice from the Owner of such termination for the Owner’s convenience, the
Design-Builder shall:
.1 cease operations as directed by the Owner in the notice;
.2 take actions necessary, or that the Owner may direct, for the protection and preservation of the Work;
and
.3 except for Work directed to be performed prior to the effective date of termination stated in the notice,
terminate all existing contracts and purchase orders and enter into no further contracts and purchase
orders.

§ A.14.4.3 In the event of termination for the Owner’s convenience prior to commencement of construction, the
Design-Builder shall be entitled to receive payment for design services performed, costs incurred by reason of such
termination and reasonable overhead and profit on design services not completed. In case of termination for the
Owner’s convenience after commencement of construction, the Design-Builder shall be entitled to receive payment for
Work executed and costs incurred by reason of such termination, along with reasonable overhead and profit on the
Work not executed.
0ocument A141
TH
- 2004 Exh|b|t ß
0etermination of the Cost of the work
AIA Document A141™– 2004. Copyright © 2004 by The American Institute of Architects. All rights reserved. WARNING: This AIA
®
Document is
protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA
®
Document, or any portion of
it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. Purchasers are
permitted to reproduce ten (10) copies of this document when completed. To report copyright violations of AIA Contract Documents, e-mail The American
Institute of Architects’ legal counsel, copyright@aia.org.


1


for the fo||ow|ng PR0JE6T:
(Name and location or address)



ThE 0wNER:
(Name and address)



ThE 0E8|CN-ßU|L0ER:
(Name and address)






ART|6LE ß.1 60NTR0L E8T|HATE
§ ß.1.1 Where the Contract Sum is the Cost of the Work, plus the Design-Builder’s Fee without a Guaranteed Maximum
Price pursuant to Section 4.3 of the Agreement, the Design-Builder shall prepare and submit to the Owner prior to the
Design-Builder’s first Application for Payment, in writing, a Control Estimate. The Control Estimate shall include the
estimated Cost of the Work plus the Design-Builder's Fee. The Control Estimate shall be used to monitor actual costs.

§ ß.1.2 The Control Estimate shall include:
.1 the documents enumerated in Article 8 of the Agreement, including all Addenda thereto and the Terms
and Conditions of the Contract;
.2 a statement of the estimated Cost of the Work showing separately the compensation for design services,
construction costs organized by trade categories or systems and the Design-Builder's Fee; and
.3 contingencies for further development of design and construction.

§ ß.1.3 The Design-Builder shall meet with the Owner to review the Control Estimate. In the event that the Owner
discovers any inconsistencies or inaccuracies in the information presented, it shall promptly notify the Design-Builder,
who shall make appropriate adjustments to the Control Estimate. When the Control Estimate is acceptable to the
Owner, the Owner shall acknowledge its acceptance in writing. The Owner's acceptance of the Control Estimate does
not imply that the Control Estimate constitutes a Guaranteed Maximum Price.

§ ß.1.4 The Design-Builder shall develop and implement a detailed system of cost control that will provide the Owner
with timely information as to the anticipated total Cost of the Work. The cost control system shall compare the Control
Estimate with the actual cost for activities in progress and estimates for uncompleted tasks and proposed changes. This
information shall be reported to the Owner, in writing, no later than the Design-Builder's first Application for Payment
and shall be revised monthly or at other intervals as mutually agreed.

ART|6LE ß.2 608T8 T0 ßE RE|HßUR8E0
§ ß.2.1 608T 0F ThE w0RK
The term Cost of the Work shall mean costs necessarily incurred by the Design-Builder in the proper performance of the
Work. Such costs shall be at rates not higher than the standard paid at the place of the Project except with prior consent of
the Owner. The Cost of the Work shall include only the items set forth in this Article B.2.



This document has important
legal consequences.
Consultation with an attorney
is encouraged with respect to
its completion or modification.
Consultation with an attorney is
also encouraged with respect to
professional licensing
requirements in the jurisdiction
where the Project is located.
AIA Document A141™– 2004. Copyright © 2004 by The American Institute of Architects. All rights reserved. WARNING: This AIA
®
Document is
protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA
®
Document, or any portion of
it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. Purchasers are
permitted to reproduce ten (10) copies of this document when completed. To report copyright violations of AIA Contract Documents, e-mail The American
Institute of Architects’ legal counsel, copyright@aia.org.


2

§ ß.2.2 LAß0R 608T8
§ ß.2.2.1 Wages of construction workers directly employed by the Design-Builder to perform the construction of the
Work at the site or, with the Owner’s approval, at off-site locations.

§ ß.2.2.2 Wages or salaries of the Design-Builder’s supervisory and administrative personnel when stationed at the site
with the Owner’s approval.

§ ß.2.2.3 Wages and salaries of the Design-Builder’s supervisory or administrative personnel engaged at factories,
workshops or on the road, in expediting the production or transportation of materials or equipment required for the
Work, but only for that portion of their time required for the Work.

§ ß.2.2.4 Costs paid or incurred by the Design-Builder for taxes, insurance, contributions, assessments and benefits
required by law or collective bargaining agreements and, for personnel not covered by such agreements, customary
benefits such as sick leave, medical and health benefits, holidays, vacations and pensions, provided such costs are
based on wages and salaries included in the Cost of the Work under Sections B.2.2.1 through B.2.2.3.

§ ß.2.3 60NTRA6T 608T8
§ ß.2.3.1 Payments made by the Design-Builder to Contractors in accordance with the requirements of their contracts.

§ ß.2.4608T8 0F HATER|AL8 AN0 E0U|PHENT |N60RP0RATE0 |N ThE 60HPLETE0 60N8TRU6T|0N
§ ß.2.4.1 Costs, including transportation and storage, of materials and equipment incorporated or to be incorporated in
the completed construction.

§ ß.2.4.2 Costs of materials described in the preceding Section B.2.4.1 in excess of those actually installed to allow for
reasonable waste and spoilage. Unused excess materials, if any, shall become the Owner’s property at the completion
of the Work or, at the Owner’s option, shall be sold by the Design-Builder. Any amounts realized from such sales shall
be credited to the Owner as a deduction from the Cost of the Work.

§ ß.2.5 608T8 0F 0ThER HATER|AL8 AN0 E0U|PHENT, TEHP0RARY FA6|L|T|E8 AN0 RELATE0 |TEH8
§ ß.2.5.1 Costs, including transportation and storage, installation, maintenance, dismantling and removal of materials,
supplies, temporary facilities, machinery, equipment, and hand tools not customarily owned by construction workers,
that are provided by the Design-Builder at the site and fully consumed in the performance of the Work; and cost (less
salvage value) of such items if not fully consumed, whether sold to others or retained by the Design-Builder. The basis
for the cost of items previously used by the Design-Builder shall mean the fair market value.

§ ß.2.5.2 Rental charges for temporary facilities, machinery, equipment, and hand tools not customarily owned by
construction workers that are provided by the Design-Builder at the site, whether rented from the Design-Builder or
others, and costs of transportation, installation, minor repairs and replacements, dismantling and removal thereof.
Rates and quantities of equipment rented shall be subject to the Owner’s prior approval.

§ ß.2.5.3 Costs of removal of debris from the site.

§ ß.2.5.4 Cost of document reproductions, facsimile transmissions and long-distance telephone calls, postage and
parcel delivery charges, telephone service at the site and reasonable petty cash expenses of the site office.

§ ß.2.5.5 That portion of the reasonable expenses of the Design-Builder’s personnel incurred while traveling in
discharge of duties connected with the Work.

§ ß.2.5.ô Costs of materials and equipment suitably stored off the site at a mutually acceptable location, if approved in
advance by the Owner.

§ ß.2.ô 0E8|CN AN0 0ThER 60N8ULT|NC 8ERV|6E8
§ ß.2.ô.1 Compensation, including fees and reimbursable expenses, paid by the Design-Builder for design and other
consulting services required by the Design-Build Documents .

§ ß.2.7 H|86ELLANE0U8 608T8
§ ß.2.7.1 That portion of insurance and bond premiums that can be directly attributed to this Design-Build Contract.

AIA Document A141™– 2004. Copyright © 2004 by The American Institute of Architects. All rights reserved. WARNING: This AIA
®
Document is
protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA
®
Document, or any portion of
it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. Purchasers are
permitted to reproduce ten (10) copies of this document when completed. To report copyright violations of AIA Contract Documents, e-mail The American
Institute of Architects’ legal counsel, copyright@aia.org.


3

§ ß.2.7.2 Sales, use or similar taxes imposed by a governmental authority that are related to the Work.

§ ß.2.7.3 Fees and assessments for the building permit and for other permits, licenses and inspections for which the
Design-Builder is required by the Design-Build Documents to pay.

§ ß.2.7.4 Fees of laboratories for tests required by the Design-Build Documents, except those related to defective or
non-conforming Work for which reimbursement is excluded by Section A.13.5.3 of Exhibit A, Terms and Conditions,
or other provisions of the Design-Build Documents, and which do not fall within the scope of Section A.13.5.3.

§ ß.2.7.5 Royalties and license fees paid for the use of a particular design, process or product required by the Design-
Build Documents; the cost of defending suits or claims for infringement of patent rights arising from such requirement
of the Design-Build Documents; and payments made in accordance with legal judgments against the Design-Builder
resulting from such suits or claims and payments of settlements made with the Owner’s consent. However, such costs
of legal defenses, judgments and settlements shall not be included in the calculation of the Design-Builder’s Fee or
subject to the Guaranteed Maximum Price. If such royalties, fees and costs are excluded by the last sentence of Section
A.3.16.1 of Exhibit A, Terms and Conditions, or other provisions of the Design-Build Documents, then they shall not
be included in the Cost of the Work.

§ ß.2.7.ô Data processing costs related to the Work.

§ ß.2.7.7 Deposits lost for causes other than the Design-Builder’s negligence or failure to fulfill a specific
responsibility to the Owner as set forth in the Design-Build Documents.

§ ß.2.7.8 Legal, mediation and arbitration costs, including attorneys’ fees, other than those arising from disputes
between the Owner and Design-Builder, reasonably incurred by the Design-Builder in the performance of the Work
and with the Owner’s prior written approval, which approval shall not be unreasonably withheld.

§ ß.2.7.9 Expenses incurred in accordance with the Design-Builder’s standard personnel policy for relocation and
temporary living allowances of personnel required for the Work, if approved by the Owner.

§ ß.2.8 0ThER 608T8 AN0 EHERCEN6|E8
§ ß.2.8.1 Other costs incurred in the performance of the Work if and to the extent approved in advance in writing by
the Owner.

§ ß.2.8.2 Costs due to emergencies incurred in taking action to prevent threatened damage, injury or loss in case of an
emergency affecting the safety of persons and property, as provided in Section A.10.6 of Exhibit A, Terms and
Conditions.

§ ß.2.8.3 Cost of repairing or correcting damaged or non-conforming Work executed by the Design-Builder,
Contractors, Subcontractors or suppliers, provided that such damaged or non-conforming Work was not caused by
negligence or failure to fulfill a specific responsibility of the Design-Builder and only to the extent that the cost of
repair or correction is not recoverable by the Design-Builder from insurance, sureties, Contractors, Subcontractors or
suppliers.

ART|6LE ß.3 608T8 N0T T0 ßE RE|HßUR8E0
§ ß.3.1 The Cost of the Work shall not include:

§ ß.3.1.1 Salaries and other compensation of the Design-Builder’s personnel stationed at the Design-Builder’s principal
office or offices other than the site office, except as specifically provided in Sections B.2.2.2 and B.2.2.3.

§ ß.3.1.2 Expenses of the Design-Builder’s principal office and offices other than the site office.

§ ß.3.1.3 Overhead and general expenses, except as may be expressly included in Article B.2 of this Exhibit.

§ ß.3.1.4 The Design-Builder’s capital expenses, including interest on the Design-Builder’s capital employed for the
Work.

§ ß.3.1.5 Rental costs of machinery and equipment, except as specifically provided in Section B.2.5.2.
AIA Document A141™– 2004. Copyright © 2004 by The American Institute of Architects. All rights reserved. WARNING: This AIA
®
Document is
protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA
®
Document, or any portion of
it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. Purchasers are
permitted to reproduce ten (10) copies of this document when completed. To report copyright violations of AIA Contract Documents, e-mail The American
Institute of Architects’ legal counsel, copyright@aia.org.


4

§ ß.3.1.ô Except as provided in Section B.2.8.3 of this Agreement, costs due to the negligence or failure of the Design-
Builder to fulfill a specific responsibility of the Design-Builder, Contractors, Subcontractors and suppliers or anyone
directly or indirectly employed by any of them or for whose acts any of them may be liable.

§ ß.3.1.7 Any cost not specifically and expressly described in Article B.2, Costs to be Reimbursed.

§ ß.3.1.8 Costs, other than costs included in Change Orders approved by the Owner, that would cause the Guaranteed
Maximum Price, if any, to be exceeded.

ART|6LE ß.4 0|860UNT8, REßATE8 AN0 REFUN08
§ ß.4.1 Cash discounts obtained on payments made by the Design-Builder shall accrue to the Owner if (1) before
making the payment, the Design-Builder included them in an Application for Payment and received payment from the
Owner, or (2) the Owner has deposited funds with the Design-Builder with which to make payments; otherwise, cash
discounts shall accrue to the Design-Builder. Trade discounts, rebates, refunds and amounts received from sales of
surplus materials and equipment shall accrue to the Owner, and the Design-Builder shall make provisions so that they
can be secured.

§ ß.4.2 Amounts that accrue to the Owner in accordance with the provisions of Section B.4.1 shall be credited to the
Owner as a deduction from the Cost of Work.

ART|6LE ß.5 60NTRA6T8 AN0 0ThER ACREEHENT8 0ThER ThAN F0R 0E8|CN PR0FE88|0NAL8 h|RE0 ßY ThE
0E8|CN-ßU|L0ER
§ ß.5.1 Those portions of the Work that the Design-Builder does not customarily perform with the Design-Builder’s
own personnel shall be performed by others under contracts or by other appropriate agreements with the Design-
Builder. The Owner may designate specific persons or entities from whom the Design-Builder shall obtain bids. The
Design-Builder shall obtain bids from Contractors and from suppliers of materials or equipment fabricated especially
for the Work and shall deliver such bids to the Owner. The Owner shall then determine which bids will be accepted.
The Design-Builder shall not be required to contract with anyone to whom the Design-Builder has reasonable
objection.

§ ß.5.2 Contracts or other agreements shall conform to the applicable payment provisions of this Design-Build
Contract, and shall not be awarded on the basis of cost plus a fee without the Owner’s prior consent.

ART|6LE ß.ô A660UNT|NC RE60R08
§ ß.ô.1 The Design-Builder or any affiliated person or entity which performs a portion of the Work shall keep full and
detailed accounts and exercise such controls as may be necessary for proper financial management under this
Agreement, and the accounting and control systems shall be satisfactory to the Owner. The Owner and the Owner’s
accountants shall be afforded access to, and shall be permitted to audit and copy, the Design-Builder’s records, books,
correspondence, instructions, receipts, contracts, purchase orders, vouchers, memoranda and other data relating to this
Agreement, and the Design-Builder shall preserve these for a period of three years after final payment, or for such
longer period as may be required by law.

§ ß.ô.2 When the Design-Builder believes that all the Work required by the Agreement has been fully performed, the
Design-Builder shall deliver to the Owner’s accountant a final accounting of the Cost of the Work.

§ ß.ô.3 The Owner’s accountants will review and report in writing on the Design-Builder’s final accounting within 21
days after delivery of the final accounting. Based upon such Cost of the Work as the Owner’s accountants report to be
substantiated by the Design-Builder’s final accounting, and provided the other conditions of Section A.9.10 of the
Agreement have been met, the Owner will, within seven days after receipt of the written report of the Owner’s
accountants, notify the Design-Builder in writing of the Owner’s intention to make final payment or to withhold final
payment.

§ ß.ô.4 If the Owner’s accountants report the Cost of the Work as substantiated by the Design-Builder’s final accounting
to be less than claimed by the Design-Builder, the Design-Builder shall be entitled to initiate resolution of the dispute
pursuant to Article 6 of the Agreement and Article A.4 of Exhibit A, Terms and Conditions, for the disputed amount. If
the Design-Builder fails to so initiate resolution of the dispute within the period of time required by Section A.4.1.2 of
Exhibit A, Terms and Conditions, the substantiated amount reported by the Owner’s accountants shall become binding
on the Design-Builder. Pending a final resolution pursuant to Article 6 of the Agreement and Article A.4 of Exhibit A,
AIA Document A141™– 2004. Copyright © 2004 by The American Institute of Architects. All rights reserved. WARNING: This AIA
®
Document is
protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA
®
Document, or any portion of
it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. Purchasers are
permitted to reproduce ten (10) copies of this document when completed. To report copyright violations of AIA Contract Documents, e-mail The American
Institute of Architects’ legal counsel, copyright@aia.org.


5

Terms and Conditions, the Owner shall pay the Design-Builder the amount, if any, determined by the Owner’s accountant
to be due the Design-Builder.

§ ß.ô.5 If, subsequent to final payment and at the Owner’s request, the Design-Builder incurs costs in connection with the
correction of defective or non-conforming work as described in Article B.2, Costs to be Reimbursed, and not excluded by
Article B.3, Costs Not to be Reimbursed, the Owner shall reimburse the Design-Builder such costs and the Design-
Builder’s Fee applicable thereto on the same basis as if such costs had been incurred prior to final payment, but not in
excess of the Guaranteed Maximum Price, if any. If the Design-Builder has participated in savings as provided in Section
4.4.3.1 of the Agreement, the amount of such savings shall be recalculated and appropriate credit given to the Owner in
determining the net amount to be paid by the Owner to the Design-Builder.
0ocument A141
TH
- 2004 Exh|b|t 6
lnsurance and 8onds
AIA Document A141™– 2004. Copyright © 2004 by The American Institute of Architects. All rights reserved. WARNING: This AIA
®
Document is
protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA
®
Document, or any portion of
it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. Purchasers are
permitted to reproduce ten (10) copies of this document when completed. To report copyright violations of AIA Contract Documents, e-mail The American
Institute of Architects’ legal counsel, copyright@aia.org.





for the fo||ow|ng PR0JE6T:
(Name and location or address)



ThE 0wNER:
(Name and address)



ThE 0E8|CN-ßU|L0ER:
(Name and address)






ART|6LE 6.1
The Owner and Design-Builder shall provide policies of liability insurance as required by the Design-Build Documents,
or as follows:
(Specify changes, if any, to the requirements of the Design-Build Documents, and for each type of insurance identify
applicable limits and deductible amounts.)





ART|6LE 6.2
The Design-Builder shall provide surety bonds as follows:
(Specify type and penal sum of bonds.)





§ 6.2.1 Upon the request of any person or entity appearing to be a potential beneficiary of bonds covering payment
of obligations arising under the Agreement, the Design-Builder shall promptly furnish a copy of the bonds or shall
permit a copy to be made.

This document has important
legal consequences.
Consultation with an attorney
is encouraged with respect to
its completion or modification.
Consultation with an attorney is
also encouraged with respect to
professional licensing
requirements in the jurisdiction
where the Project is located.
0ocument A142
TH
- 2004 |nstruct|ons
3tandard Form of Agreement 8etween 0esign-8uilder and Contractor
AIA Document A142™ – 2004. Copyright © 2004 by The American Institute of Architects. All rights reserved. WARNING: This AIA
®
Document
is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA
®
Document, or any
portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law.
Purchasers are permitted to reproduce ten (10) copies of this document when completed. To report copyright violations of AIA Contract Documents,
e-mail The American Institute of Architects’ legal counsel, copyright@aia.org.

1

CENERAL |NF0RHAT|0N

Purpose
AIA Document A142–2004 replaces AIA Document A491–1996, Standard Form of Agreement Between
Design/Builder and Contractor, and consists of the Agreement portion and five exhibits: Exhibit A, Terms and
Conditions; Exhibit B, Preconstruction Services; Exhibit C, Contractor’s Scope of Work; Exhibit D, Determination of
the Cost of the Work; and Exhibit E, Insurance and Bonds. A142–2004 forms the nucleus of the Contract for
Construction between the Design-Builder and the Contractor. A142 requires the Owner and Contractor to select the
basis of payment from three choices: (1) Stipulated Sum, (2) Cost of the Work plus Contractor’s Fee, and (3) Cost of
the Work plus Contractor’s Fee with a Guaranteed Maximum Price.

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.

Related Documents
AIA Document A142–2004 is published in conjunction with four other documents in the 2004 Design-Build Family
of Documents. This family of documents is intended to govern the relationships among the parties to a design-build
project.

A141™–2004, Agreement Between Owner and Design-Builder
B142™–2004, Agreement Between Owner and Consultant, where the Owner contemplates using the Design-Build
method of project delivery
B143™–2004, Agreement Between Design-Builder and Architect
G704/DB™–2004, Acknowledgement of Substantial Completion of the Design-Build Contract

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, write to the American Arbitration Association or call
(800) 778-7879. The American Arbitration Association may also be contacted at http://www.adr.org.

Why Use AIA Contract Documents
AIA contract documents are the product of a consensus-building process aimed at balancing the interests of all parties
on the construction project. The documents reflect actual industry practices, not theory. They are state-of-the-art legal
documents, regularly revised to keep up with changes in law and the industry, yet they are written, as far as possible,
in everyday language. Finally, AIA contract documents are flexible: they are intended to be modified to fit individual
projects, but in such a way that modifications are easily distinguished from the original, printed language.
AIA Document A142™ – 2004. Copyright © 2004 by The American Institute of Architects. All rights reserved. WARNING: This AIA
®
Document
is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA
®
Document, or any
portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law.
Purchasers are permitted to reproduce ten (10) copies of this document when completed. To report copyright violations of AIA Contract Documents,
e-mail The American Institute of Architects’ legal counsel, copyright@aia.org.

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 among documents.

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 the
Work on the basis of 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.

Standard Forms
Most AIA documents published since 1906 have contained in their titles the words "Standard Form." The term
"standard" is not meant to imply that a uniform set of contractual requirements is mandatory for AIA members or
others in the construction industry. Rather, the AIA standard documents are intended to be used as fair and balanced
baselines from which the parties can negotiate their bargains. As such, the documents have won general acceptance
within the construction industry and have been uniformly interpreted by the courts. Within an industry spanning 50
states—each free to adopt different, and perhaps contradictory, laws affecting that industry—AIA documents form the
basis for a generally consistent body of construction law.

Use of Current Documents
Prior to using any AIA Contract Document, users should consult www.aia.org 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.

The AIA hereby grants the purchaser a limited license to reproduce a maximum of ten copies of a completed A142,
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, e-mail The American Institute of Architects' legal counsel,
copyright@aia.org.

6hANCE8 FR0H ThE PREV|0U8 E0|T|0N

A142–2004 is not an update to the A491-1996 document that it replaces, but is a wholly new document with a new
one-part format, and new content.

Format
A single standard form document replaces the A491-1996 edition’s Part 1 Agreement for preliminary design and
budgeting and the sequentially executed Part 2 Agreement covering final design and construction. The new A142
integrates preliminary and final design with construction in a one-part agreement, and provides greater flexibility in
tailoring the standard form to an individual project.

Agreement terms are supplemented with exhibits for the terms and conditions, preconstruction services, contractor’s
scope of work, determination of the cost of the work, and insurance and bonding provisions. For example, the parties
select the dispute resolution method in the Agreement, the provisions for which are defined in Exhibit A, Terms and
Conditions. Because A142 contains its own terms and conditions in Exhibit A, it does not utilize A201, General
Conditions of the Contract for Construction, as did A491-1996.

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

2
AIA Document A142™ – 2004. Copyright © 2004 by The American Institute of Architects. All rights reserved. WARNING: This AIA
®
Document
is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA
®
Document, or any
portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law.
Purchasers are permitted to reproduce ten (10) copies of this document when completed. To report copyright violations of AIA Contract Documents,
e-mail The American Institute of Architects’ legal counsel, copyright@aia.org.

Content
In A142, the Contractor and Design-Builder must agree upon and designate the payment method from three choices:
stipulated sum, cost plus a fee, or a guaranteed maximum price. These three payment methods are addressed
separately within the agreement, and progress payment provisions are tailored to each of the three payment methods.

Arbitration is not mandatory under the A142, so the parties must also select the binding method of disputes resolution
from three choices: arbitration, litigation or another method that the parties must identify. A project Neutral is a new
concept defined in Article 1 of Exhibit A. Because the Neutral makes initial decisions on claims, its function parallels,
in part, the role of the Architect in a traditional design-bid-build project

U8|NC ThE A142-2004 F0RH

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.

Standard Form of Agreement Between Design-Builder and Contractor
Cover Page
Date: The date represents the date the Agreement becomes effective. It may be the date an original oral agreement
was reached, the date the Agreement was originally submitted to the Design-Builder, the date authorizing action was
taken or the date of actual execution. It will be the date from which the Contract Time is measured unless a different
date is inserted under Section 3.1.

Identification of the Parties: Parties to the Agreement should be identified using the full address and legal name
under which this 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, close 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. Other information may be added, such as telephone numbers and
electronic addresses.

Date of the Design-Build Contract: Enter the date of the agreement between the Owner and the Design-Builder.

Project: Describe the Project in sufficient detail to identify: (1) the official name or title of the facility; (2) the
location of the site; (3) the proposed building usage; and (4) the size, capacity or scope of the Project.

3
AIA Document A142™ – 2004. Copyright © 2004 by The American Institute of Architects. All rights reserved. WARNING: This AIA
®
Document
is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA
®
Document, or any
portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law.
Purchasers are permitted to reproduce ten (10) copies of this document when completed. To report copyright violations of AIA Contract Documents,
e-mail The American Institute of Architects’ legal counsel, copyright@aia.org.

Owner: Provide the name and address of the Project Owner, as they appear on the agreement between the Owner and
the Design-Builder.

Article 3 Date of Commencement and Substantial Completion
§ 3.1 Enter the date of commencement of the Work if it is different from the date of the Agreement. It should not be
earlier than the date of execution (signing) of the Agreement. Enter either the specific date of commencement of the
Work, or if a notice to proceed is to be used, enter the sentence, "The date of commencement shall be stipulated by the
notice to proceed." When time of performance is to be strictly enforced, the statement of starting time should be
carefully weighed.

§ 3.2 Optionally, insert any provisions for liquidated damages relating to failure to complete on time, or for bonus
payments for early completion. Liquidated damages are not a penalty to be inflicted on the Contractor, but must bear
an actual and reasonably estimable relationship to the Design-Builder's loss if construction is not completed on time.
There is little or no legal precedent to support the proposition of linking a bonus with a penalty. If liquidated damages
are to be assessed because delayed construction will result in actual loss to the Design-Builder, the amount of damages
due for each day lost should be entered here or in the Supplementary Conditions. Factors such as confidentiality or the
need to inform subcontractors about the amount of liquidated damages will help determine the placement of such
language.

If provision for liquidated damages is included, it should be carefully drafted by the Design-Builder’s attorney. Such a
provision may be based on the following sample language:

"The Contractor and the Contractor's surety, if any, shall be liable for and shall pay the Design-Builder the sums
hereinafter stipulated as liquidated damages for each calendar day of delay until the Work is substantially complete:
________ Dollars ($ ______)."

For further information on liquidated damages, penalties and bonus provisions, see AIA Document A511™–1999,
Guide for Supplementary Conditions, free online at www.aia.org.

§ 3.3 The time within which Substantial Completion of the Work is to be achieved may be expressed as a number of
days (preferably calendar days) or as a specified date. If a specified date is used and the date of commencement is to
be given in a notice to proceed, these dates must be carefully coordinated to allow sufficient time for completion of
the Work. Any requirements for earlier Substantial Completion of portions of the Work should be entered here, if not
specified elsewhere in the Contract Documents.

Article 4 Contract Sum
§ 4.1 Select the type of Contract Sum by checking the appropriate box. Next, complete the corresponding Section 4.2,
4.3 or 4.4, as appropriate.

§ 4.2.1 Stipulated Sum
Enter the Stipulated Sum payable to the Contractor.

§ 4.2.2 Identify any alternates described in the Contract Documents and accepted by the Design-Builder. If decisions
on alternates are to be made subsequent to execution of A142–2004, attach a schedule showing the amount of each
alternate and the date it expires.

§ 4.2.3 Enter the description, unit and price per unit for any unit prices. If unit prices are not covered in greater detail
elsewhere in the Contract Documents, the following provision for unit prices is suggested:

"The unit prices listed below shall determine the value of extra Work or changes in the Work, as applicable. They
shall be considered complete and shall include all material and equipment, labor, installation costs, overhead and
profit. Unit prices shall be used uniformly for additions or deductions."

§ 4.2.4 Cash allowances, cash contingency allowances or specific allowances for overhead and profit on Change
Orders may be included under this section.

§ 4.4.3.1 Guaranteed Maximum Price
Insert a Guaranteed Maximum Price for the Cost of the Work and the Contractor’s Fee. Insert specific provisions if
the Contractor is to participate in any savings when the final Contract Sum is below the Guaranteed Maximum Price.
4
AIA Document A142™ – 2004. Copyright © 2004 by The American Institute of Architects. All rights reserved. WARNING: This AIA
®
Document
is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA
®
Document, or any
portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law.
Purchasers are permitted to reproduce ten (10) copies of this document when completed. To report copyright violations of AIA Contract Documents,
e-mail The American Institute of Architects’ legal counsel, copyright@aia.org.

§ 4.4.3.2 Refer to Section 4.2.2 above.

§ 4.4.3.3 Refer to Section 4.2.3 above.

§ 4.4.3.4 Refer to Section 4.2.4 above.

Article 5 Payments
§ 5.1.2 Insert the time period covered by each Application for Payment if it differs from one calendar month.

§ 5.1.3 Insert the time schedule for presenting Applications for Payment, and indicate due dates for making progress
payments. The last day upon which Work may be included in an Application should normally be no less than 14 days
prior to the payment date, in consideration of the seven days allowed for the Design-Builder's evaluation of an
Application and issuance of the written acknowledgement of receipt pursuant to Section A.9.4, and a reasonable
amount of time subsequently accorded the Owner to make Payment to the Design-Builder under A491–2004,
Agreement Between the Owner and Design-Builder. Due dates for payment should be acceptable to both the Design-
Builder and Contractor. They should allow sufficient time for the Contractor to prepare an Application for Payment,
and for the Design-Builder to make payment.

§ 5.2.2.1 Indicate the percent of retainage, if any, to be withheld when computing the amount of each progress
payment. The Design-Builder frequently pays the Contractor the bulk of the earned sum when payments fall due,
retaining a percentage to ensure faithful performance. These percentages may vary with circumstances and localities.
The AIA endorses the practice of reducing retainage as rapidly as possible, consistent with the continued protection of
all affected parties. See AIA Document A511–1999, Guide for Supplementary Conditions, for a complete discussion.

§ 5.2.2.2 Insert any additional retainage to be withheld from that portion of the Contract Sum allocable to materials
and equipment stored at the site. Payment for materials stored off the site should be provided for in a specific
agreement and enumerated in Section 7.7. Provisions regarding transportation to the site and insurance protecting the
Design-Builder’s interests should be included.

§ 5.2.4 Describe any arrangements to reduce or limit retainages indicated in Sections 5.2.2.1 and 5.2.2.2, if not
explained elsewhere in the Contract Documents. A provision for reducing retainage should provide that the reduction
will be made only if the Design-Builder judges that the Work is progressing satisfactorily. If the Contractor has
furnished a bond, demonstration of the surety's consent to reduction in or partial release of retainage must be provided
before such reduction is effected. Use of AIA Document G707A™–1994, Consent of Surety to Final Reduction in or
Partial Release of Retainage, is recommended.

§ 5.3.2.2 Indicate the percent of retainage, if any, to be withheld from the Contractor’s Fee when computing the
amount of each progress payment.

§ 5.3.4 Indicate the percent of retainage, if any, to be withheld when determining the maximum payment to
Subcontractors to be included in each of the Contractor’s Applications for Payment. The retainage may vary with
circumstances and localities. The AIA endorses the practice of reducing retainage as rapidly as possible, consistent
with the continued protection of all affected parties. See AIA Document A511–1999, Guide for Supplementary
Conditions, for a complete discussion.

§ 5.4.2.2 Indicate the percent of retainage, if any, to be withheld from the Contractor’s Fee when computing the
amount of each progress payment.

§ 5.4.3 Indicate the percent of retainage, if any, to be withheld from payments by the Contractor to Subcontractors.
The retainage may vary with circumstances and localities. The AIA endorses the practice of reducing retainage as
rapidly as possible, consistent with the continued protection of all affected parties. See AIA Document A511–1999,
Guide for Supplementary Conditions, for a complete discussion.

Article 6 Dispute Resolution
§ 6.1 In this section, the Design-Builder and Contractor may identify a Neutral to render initial decisions on claims
arising between the Design-Builder and Contractor. If the parties do not identify a Neutral, then the Design-Builder
may appoint the Architect to serve as the initial decision maker. If the Design-Builder does not appoint the Architect
to serve that function, then the Design-Builder shall provide the initial decision.

5
AIA Document A142™ – 2004. Copyright © 2004 by The American Institute of Architects. All rights reserved. WARNING: This AIA
®
Document
is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA
®
Document, or any
portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law.
Purchasers are permitted to reproduce ten (10) copies of this document when completed. To report copyright violations of AIA Contract Documents,
e-mail The American Institute of Architects’ legal counsel, copyright@aia.org.

§ 6.2 In the AIA 2004 Design-Build family of documents, binding arbitration is not mandatory for disputes that fail to
settle in mediation. Instead, the parties are required to select from three choices of binding dispute resolution: (1)
arbitration, (2) litigation or (3) another method that they must identify. Other types of dispute resolution include a
dispute review 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 8 Enumeration of the Contract Documents
A detailed enumeration of all Contract Documents must be made in this article.

Exhibit A, Terms and Conditions
Exhibit A supplies the terms and conditions for the A142–2004, Agreement between the Design-Builder and
Contractor. Do not use A201, General Conditions of the Contract for Construction, with the A142–2004 Agreement.

Cover Page
Identification of the Project and Parties: Identify the Project and the parties just as they appear on the cover page of
the Agreement.

Exhibit B, Preconstruction Services
Exhibit B provides the location for the Contractor’s preconstruction services, if any, and the method of compensation
for those services. If the Contractor will not provide preconstruction services, then Exhibit B is inapplicable.

Cover page
Identification of the Project and Parties: Identify the Project and the parties just as they appear on the cover page of
the Agreement.

Exhibit C, Scope of the Work
Exhibit C provides the location for the Contractor’s scope of Work. Exhibit C is not applicable if the Contractor’s
Scope of Work includes performance of all Work required by the Contract Documents.

Cover page
Identification of the Project and Parties: Identify the Project and the parties just as they appear on the cover page of
the Agreement.

Exhibit D, Determination of the Cost of the Work
Exhibit D provides the definition for the Cost of the Work and a detailed listing of the costs to be reimbursed and
those costs not to be reimbursed. If the Contract Sum is a Stipulated Sum, in accordance with Section 4.2 of the
Agreement, Exhibit D is not applicable.

Cover page
Identification of the Project and Parties: Identify the Project and the parties just as they appear on the cover page of
the Agreement.

Exhibit E, Insurance and Bonds
Exhibit E provides the location for specifying the types of insurance, applicable limits and other terms and conditions
of the insurance required of the Contractor, and for specifying the type and penal sum of any surety bonds. Exhibit E
also provides terms and conditions for the specified insurance and bonds, including for waivers of subrogation.

Cover page
Identification of the Project and Parties: Identify the Project and the parties just as they appear on the cover page of
the Agreement.

EXE6UT|0N 0F ThE ACREEHENT

The persons executing the Agreement 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.

6
0ocument A142

- 2004
3tandard Form of Agreement 8etween 0esign-8uilder and Contractor
AIA Document A142™ – 2004. Copyright © 2004 by The American Institute of Architects. All rights reserved. WARNING: This AIA
®
Document is
protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA
®
Document, or any portion of
it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. Purchasers are
permitted to reproduce ten (10) copies of this document when completed. To report copyright violations of AIA Contract Documents, e-mail The American
Institute of Architects’ legal counsel, copyright@aia.org.

1

This document has important
legal consequences.
Consultation with an attorney
is encouraged with respect to
its completion or modification.
Consultation with an attorney is
also encouraged with respect to
professional licensing
requirements in the jurisdiction
where the Project is located.

ACREEHENT made as of the day of
in the year of
(In words, indicate day, month and year)


ßETwEEN the Design-Builder:
(Name, address and other information)










and the Contractor:
(Name, address and other information)










The Design-Builder has made a Design-Build Contract with the Owner dated:

for the following Project:
(Name, location and detailed description)







Owner:
(Name and address)








The Design-Builder and Contractor agree as follows.
AIA Document A142™ – 2004. Copyright © 2004 by The American Institute of Architects. All rights reserved. WARNING: This AIA
®
Document is
protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA
®
Document, or any portion of
it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. Purchasers are
permitted to reproduce ten (10) copies of this document when completed. To report copyright violations of AIA Contract Documents, e-mail The American
Institute of Architects’ legal counsel, copyright@aia.org.

2

TAßLE 0F ART|6LE8

1 ThE 60NTRA6T 006UHENT8

2 w0RK 0F Th|8 ACREEHENT

3 0ATE 0F 60HHEN6EHENT AN0 8Uß8TANT|AL 60HPLET|0N

4 60NTRA6T 8UH

5 PAYHENT8

ô 0|8PUTE RE80LUT|0N

7 H|86ELLANE0U8 PR0V|8|0N8

8 ENUHERAT|0N 0F 60NTRA6T 006UHENT8

TAßLE 0F EXh|ß|T8

A TERH8 AN0 60N0|T|0N8

ß PRE60N8TRU6T|0N 8ERV|6E8

6 60NTRA6T0R'8 860PE 0F w0RK

0 0ETERH|NAT|0N 0F ThE 608T 0F ThE w0RK

E |N8URAN6E AN0 ß0N08


ART|6LE 1 ThE 60NTRA6T 006UHENT8
§ 1.1The Contract Documents form the Contract for Construction. The Contract Documents consist of this Agreement
between Design-Builder and Contractor (hereinafter, the “Agreement”) and its attached Exhibits; Supplementary and
other Conditions; Drawings, Specifications, Addenda issued prior to execution of the Agreement; other documents
listed in the Agreement and Modifications issued after execution of the Agreement. Unless specifically enumerated in
the Agreement, the Contract Documents do not include other documents, such as bidding requirements (advertisement
or invitation to bid, Instructions to Bidders, sample forms, the Contractor's bid or portions of Addenda relating to
bidding requirements). The Contract Documents shall not be construed to create a contractual relationship of any kind
(1) between the Architect and Contractor, (2) between the Owner and a Contractor or Subcontractor, (3) between the
Owner and Architect or (4) between any persons or entities other than the Design-Builder and Contractor. An
enumeration of the Contract Documents, other than Modifications, appears in Article 8.

§ 1.2 The Contract for Construction represents the entire and integrated agreement between the parties hereto and
supersedes prior negotiations, representations or agreements, either written or oral.

§ 1.3 The Contract may be amended or modified only by a Modification. A Modification is (1) a written amendment to
the Contract signed by both parties, (2) a Change Order, (3) a Construction Change Directive or (4) a written order for a
minor change in the Work issued by the Design-Builder.

ART|6LE 2 ThE w0RK 0F Th|8 ACREEHENT
§ 2.1The Contractor shall fully execute the Work described in the Contract Documents, except to the extent specifically
indicated in the Contract Documents to be the responsibility of others, or as set forth in Exhibit C.





AIA Document A142™ – 2004. Copyright © 2004 by The American Institute of Architects. All rights reserved. WARNING: This AIA
®
Document is
protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA
®
Document, or any portion of
it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. Purchasers are
permitted to reproduce ten (10) copies of this document when completed. To report copyright violations of AIA Contract Documents, e-mail The American
Institute of Architects’ legal counsel, copyright@aia.org.

3

ART|6LE 3 0ATE 0F 60HHEN6EHENT AN0 8Uß8TANT|AL 60HPLET|0N
§ 3.1The date of commencement of the Work shall be the date of this Agreement unless a different date is stated below or
provision is made for the date to be fixed in a notice issued by the Design-Builder.
(Insert the date of commencement if it differs from the date of this Agreement or, if applicable, state that the date will be
fixed in a notice to proceed.)

§ 3.2 The Contract Time shall be measured from the date of commencement, subject to adjustments of this Contract Time
as provided in the Contract Documents.
(Insert provisions, if any, for liquidated damages relating to failure to complete on time or for bonus payments for early
completion of the Work.)

§ 3.3 The Contractor shall achieve Substantial Completion of the Work not later than days
from the date of commencement, or as follows:
(Insert number of calendar days. Alternatively, a calendar date may be used when coordinated with the date of
commencement. Unless stated elsewhere in the Contract Documents, insert any requirements for earlier Substantial
Completion of certain portions of the Work.)



ART|6LE 4 60NTRA6T 8UH
§ 4.1 The Design-Builder shall pay the Contractor the Contract Sum in current funds for the Contractor's performance of
this Agreement. The Contract Sum shall be one of the following:
(Check the appropriate box.)

Stipulated Sum in accordance with Section 4.2 below.

Cost of the Work Plus Contractor's Fee in accordance with Section 4.3 below.

Cost of the Work Plus Contractor's Fee with a Guaranteed Maximum Price in
accordance with Section 4.4 below.

(Based on the selection above, complete either Section 4.2, 4.3, or 4.4 below.)

§ 4.28T|PULATE0 8UH
§ 4.2.1 The Stipulated Sum shall be Dollars ($ ), subject to additions and
deductions as provided in the Contract Documents.

§ 4.2.2The Stipulated Sum is based upon the following alternates, if any, which are described in the Contract Documents
and are hereby accepted by the Design-Builder:

§ 4.2.3Unit prices, if any, are as follows:

§ 4.2.4Allowances, if any, are as follows:
(Identify and state the amounts of any allowances, and state whether they include labor, materials, or both.)

AIA Document A142™ – 2004. Copyright © 2004 by The American Institute of Architects. All rights reserved. WARNING: This AIA
®
Document is
protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA
®
Document, or any portion of
it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. Purchasers are
permitted to reproduce ten (10) copies of this document when completed. To report copyright violations of AIA Contract Documents, e-mail The American
Institute of Architects’ legal counsel, copyright@aia.org.

4

§ 4.2.5Assumptions or qualifications, if any, on which the Stipulated Sum is based, are as follows:

§ 4.3 608T 0F ThE w0RK PLU8 60NTRA6T0R'8 FEE
§ 4.3.1The Cost of the Work is as defined in Exhibit D.

§ 4.3.2The Contractor's Fee is:
(State a lump sum, percentage of Cost of the Work or other provision for determining the Contractor's Fee and the method
of adjustment to the Fee for changes in the Work.)

§ 4.4 608T 0F ThE w0RK PLU8 60NTRA6T0R'8 FEE w|Th A CUARANTEE0 HAX|HUH PR|6E
§ 4.4.1The Cost of the Work is as defined in Exhibit D.

§ 4.4.2The Contractor's Fee is:
(State a lump sum, percentage of Cost of the Work or other provision for determining the Contractor's Fee and
the method of adjustment to the Fee for changes in the Work.)



§ 4.4.3 CUARANTEE0 HAX|HUH PR|6E
§ 4.4.3.1The sum of the Cost of the Work and the Contractor's Fee is guaranteed by the Contractor not to exceed
Dollars ($ ), subject to additions and deductions by changes in the
Work as provided in the Contract Documents. Such maximum sum is referred to in the Contract Documents as the
Guaranteed Maximum Price. Costs which would cause the Guaranteed Maximum Price to be exceeded shall be paid by the
Contractor without reimbursement by the Design-Builder.
(Insert specific provisions if the Contractor is to participate in any savings.)

§ 4.4.3.2TheGuaranteed Maximum Price is based on the following alternates, if any, which are described in the Contract
Documents and are hereby accepted by the Design-Builder:

§ 4.4.3.3Unit Prices, if any, are as follows:

§ 4.4.3.4 Allowances, if any, are as follows:
(Identify and state the amounts of any allowances, and state whether they include labor, materials, or both.)

AIA Document A142™ – 2004. Copyright © 2004 by The American Institute of Architects. All rights reserved. WARNING: This AIA
®
Document is
protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA
®
Document, or any portion of
it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. Purchasers are
permitted to reproduce ten (10) copies of this document when completed. To report copyright violations of AIA Contract Documents, e-mail The American
Institute of Architects’ legal counsel, copyright@aia.org.

5

§ 4.4.3.5Assumptions, if any, on which the Guaranteed Maximum Price is based, are as follows:




§ 4.5 6hANCE8 |N ThE w0RK
§ 4.5.1 Adjustments of the Contract Sum on account of changes in the Work may be determined by any of the methods
listed in Article A.7 of Exhibit A, Terms and Conditions.

§ 4.5.2Where the Contract Sum is the Cost of the Work, with or without a Guaranteed Maximum Price, and no specific
provision is made in Sections 4.3.2 or 4.4.2 for adjustment of the Contractor’s Fee in the case of Changes in the Work, or if
the extent of such changes is such, in the aggregate, that application of the adjustment will cause substantial inequity to the
Owner or Design-Builder, the Contractor's Fee shall be equitably adjusted on the basis of the Fee established for the
original Work, and the Contract Sum shall be adjusted accordingly.

ART|6LE 5 PAYHENT8
§ 5.1 PR0CRE88 PAYHENT8
§ 5.1.1 Based upon Applications for Payment submitted to the Design-Builder by the Contractor, the Design-Builder shall
make progress payments on account of the Contract Sum to the Contractor as provided below and elsewhere in the
Contract Documents.

§ 5.1.2The period covered by each Application for Payment shall be one calendar month ending on the last day of the
month, or as follows:

§ 5.1.3Provided that an Application for Payment is received not later than the day of month, the Design-
Builder shall make payment to the Contractor not later than the day of the month. If an
Application for Payment is received by the Design-Builder after the application date fixed above, payment shall be made
by the Design-Builder not later than days after the Design-Builder receives the Application for Payment.

§ 5.1.4With each Application for Payment where the Contract Sum is based upon the Cost of the Work, or the Cost of the
Work with a Guaranteed Maximum Price, the Contractor shall submit payrolls, petty cash accounts, receipted invoices or
invoices with check vouchers attached, and any other evidence required by the Design-Builder to demonstrate that cash
disbursements already made by the Contractor on account of the Cost of the Work equal or exceed (1) progress payments
already received by the Contractor, less (2) that portion of those payments attributable to the Contractor's Fee; plus (3)
payrolls for the period covered by the present Application for Payment.

§ 5.1.5With each Application for Payment where the Contract Sum is based upon a Stipulated Sum or Cost of the Work
with a Guaranteed Maximum Price, the Contractor shall submit the most recent schedule of values in accordance with the
Contract Documents. The schedule of values shall allocate the entire Contract Sum among the various portions of the
Work. Compensation for design services, if any, shall be shown separately. Where the Contract Sum is based on the Cost
of the Work with a Guaranteed Maximum Price, the Contractor’s Fee shall be shown separately. The schedule of values
shall be prepared in such form and supported by such data to substantiate its accuracy as the Design-Builder may require.
This schedule of values, unless objected to by the Design-Builder, shall be used as a basis for reviewing the Contractor's
Applications for Payment.

§ 5.1.ôIn taking action on the Contractor's Applications for Payment, the Design-Builder shall be entitled to rely on the
accuracy and completeness of the information furnished by the Contractor and shall not be deemed to have made a detailed
examination, audit or arithmetic verification of the documentation submitted in accordance with Sections 5.1.4 or 5.1.5, or
other supporting data; to have made exhaustive or continuous on-site inspections; or to have made examinations to
ascertain how or for what purposes the Contractor has used amounts previously paid on account of this Agreement. Such
examinations, audits and verifications, if required by the Design-Builder, will be performed by the Design-Builder's
accountants acting in the sole interest of the Design-Builder.

AIA Document A142™ – 2004. Copyright © 2004 by The American Institute of Architects. All rights reserved. WARNING: This AIA
®
Document is
protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA
®
Document, or any portion of
it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. Purchasers are
permitted to reproduce ten (10) copies of this document when completed. To report copyright violations of AIA Contract Documents, e-mail The American
Institute of Architects’ legal counsel, copyright@aia.org.

6

§ 5.1.7 Except with the Design-Builder's prior approval, the Contractor shall not make advance payments to suppliers
for materials or equipment which have not been delivered and stored at the site.

§ 5.2 PR0CRE88 PAYHENT8 - 8T|PULATE0 8UH
§ 5.2.1Applications for Payment where the Contract Sum is based upon a Stipulated Sum shall indicate the percentage of
completion of each portion of the Work as of the end of the period covered by the Application for Payment.

§ 5.2.2Subject to other provisions of the Contract Documents, the amount of each progress payment shall be computed as
follows:
.1 take that portion of the Contract Sum properly allocable to completed Work as determined by multiplying
the percentage completion of each portion of the Work by the share of the Contract Sum allocated to that
portion of the Work in the schedule of values, less retainage of
percent ( %) on the Work. Pending final determination of cost to the
Design-Builder of Changes in the Work, amounts not in dispute shall be included as provided in Section
A.7.3.8 of Exhibit A, Terms and Conditions;
.2 add that portion of the Contract Sum properly allocable to materials and equipment delivered and suitably
stored at the site for subsequent incorporation in the completed construction (or, if approved in advance by
the Design-Builder, suitably stored off the site at a location agreed upon in writing), less retainage of
percent ( %);
.3 subtract the aggregate of previous payments made by the Design-Builder; and
.4 subtract amounts, if any, for which the Design-Builder has withheld payment from or nullified an
Application for Payment as provided in Section A.9.5 of Exhibit A, Terms and Conditions.

§ 5.2.3 The progress payment amount determined in accordance with Section 5.2.2 shall be further modified under the
following circumstances:
.1 add, upon Substantial Completion of the Work, a sum sufficient to increase the total payments to the full
amount of the Contract Sum, less such amounts as the Owner shall determine for incomplete Work,
retainage applicable to such work and unsettled claims; and
(Section A.9.8.4 of Exhibit A, Terms and Conditions discusses release of applicable retainage upon
Substantial Completion of Work.)
.2 add, if final completion of the Work is thereafter materially delayed through no fault of the Design-
Builder, any additional amounts payable in accordance with Section A. 9.10.3 of Exhibit A, Terms and
Conditions.

§ 5.2.4 Reduction or limitation of retainage, if any, shall be as follows:
(If it is intended, prior to Substantial Completion of the entire Work, to reduce or limit the retainage resulting from the
percentages inserted in Sections 5.2.2.1 and 5.2.2.2 above, and this is not explained elsewhere in the Contract
Documents, insert here provisions for such reduction or limitation.)

§ 5.3 PR0CRE88 PAYHENT8 - 608T 0F ThE w0RK PLU8 A FEE
§ 5.3.1 Where the Contract Sum is based upon the Cost of the Work plus a fee without a Guaranteed Maximum Price,
Applications for Payment shall show the Cost of the Work actually incurred by the Contractor through the end of the
period covered by the Application for Payment and for which Contractor has made or intends to make actual payment
prior to the next Application for Payment.

§ 5.3.2 Subject to other provisions of the Contract Documents, the amount of each progress payment shall be computed
as follows:
.1 take the Cost of the Work as described in Exhibit D;
.2 add the Contractor’s Fee, less retainage of percent ( % ). The Contractor’s
Fee shall be computed upon the Cost of the Work described in the preceding Section 5.3.2.1 at the rate
stated in Section 4.3.2; or if the Contractor’s Fee is stated as a fixed sum in that section, an amount which
bears the same ratio to that fixed-sum Fee as the Cost of the Work in the preceding section bears to a
reasonable estimate of the probable Cost of the Work upon its completion;
.3 subtract the aggregate of previous payments made by the Design-Builder;

AIA Document A142™ – 2004. Copyright © 2004 by The American Institute of Architects. All rights reserved. WARNING: This AIA
®
Document is
protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA
®
Document, or any portion of
it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. Purchasers are
permitted to reproduce ten (10) copies of this document when completed. To report copyright violations of AIA Contract Documents, e-mail The American
Institute of Architects’ legal counsel, copyright@aia.org.

7

.4 subtract the shortfall, if any, indicated by the Contractor in the documentation required by Section 5.1.4 or
resulting from errors subsequently discovered by the Design-Builder's accountants in such documentation;
and
.5 subtract amounts, if any, for which the Design-Builder has withheld or withdrawn payment as provided in
the Section A.9.5 of Exhibit A, Terms and Conditions.

§ 5.3.3 Retainage in addition to the retainage stated at Section 5.3.2.2 , if any, shall be as follows:

§ 5.3.4 Except with the Design-Builder's prior approval, payments to Subcontractors shall be subject to retainage of not less
than percent ( %). The Design-Builder and Contractor shall agree on a mutually acceptable
procedure for review and approval of payments and retention for Subcontractors.

§ 5.4 PR0CRE88 PAYHENT8 - 608T 0F ThE w0RK PLU8 A FEE w|Th A CUARANTE0 HAX|HUH PR|6E
§ 5.4.1 Applications for Payment where the Contract Sum is based upon the Cost of the Work Plus a Fee with a Guaranteed
Maximum Price shall show the percentage of completion of each portion of the Work as of the end of the period covered
by the Application for Payment. The percentage of completion shall be the lesser of (1) the percentage of that portion of
the Work which has actually been completed; or (2) the percentage obtained by dividing (a) the expense that has actually
been incurred by the Design-Builder on account of that portion of the Work for which the Design-Builder has made or
intends to make actual payment prior to the next Application for Payment by (b) the share of the Guaranteed Maximum
Price allocated to that portion of the Work in the schedule of values.

§ 5.4.2 Subject to other provisions of the Contract Documents, the amount of each progress payment shall be computed
as follows:
.1 take that portion of the Guaranteed Maximum Price properly allocable to completed Work as determined
by multiplying the percentage of completion of each portion of the Work by the share of the Guaranteed
Maximum Price allocated to that portion of the Work in the schedule of values. Pending final
determination of cost to the Design-Builder of changes in the Work, amounts not in dispute shall be
included as provided in Section A.7.3.8 of Exhibit A, Terms and Conditions.
.2 add that portion of the Guaranteed Maximum Price properly allocable to materials and equipment
delivered and suitably stored at the site for subsequent incorporation in the Work, or if approved in
advance by the Design-Builder, suitably stored off the site at a location agreed upon in writing;
.3 add the Contractor’s Fee, less retainage of ( % ).The Contractor’s Fee shall be
computed upon the Cost of the Work described in the two preceding sections at the rate stated in Section
4.4.2 or, if the Contractor's Fee is stated as a fixed sum in that section, shall be an amount that bears the
same ratio to that fixed-sum fee as the Cost of the Work in the two preceding sections bears to a
reasonable estimate of the probable Cost of the Work upon its completion;
.4 subtract the aggregate of previous payments made by the Design-Builder;
.5 subtract the shortfall, if any, indicated by the Contractor in the documentation required by Section 5.1.4 to
substantiate prior Applications for Payment, or resulting from errors subsequently discovered by the
Design-Builder's accountants in such documentation; and
.ô subtract amounts, if any, for which the Design-Builder has withheld or nullified a payment as provided in
Section A.9.5 of Exhibit A, Terms and Conditions.

§ 5.4.3 Except with the Design-Builder's prior approval, payments to Subcontractors, shall be subject to retainage of not
less than ( %). The Design-Builder and Contractor shall agree on a mutually acceptable
procedure for review and approval of payments and retention for Subcontractors.

§ 5.5 F|NAL PAYHENT
§ 5.5.1Final payment, constituting the entire unpaid balance of the Contract Sum, shall be made by the Design-Builder
to the Contractor not later than 30 days after the Contractor has fully performed this Agreement and the requirements of
Section A.9.10 of Exhibit A, Terms and Conditions have been satisfied, except for the Contractor's responsibility to
correct non-conforming Work discovered after final payment or to satisfy other requirements, if any, which extend
beyond final payment.





AIA Document A142™ – 2004. Copyright © 2004 by The American Institute of Architects. All rights reserved. WARNING: This AIA
®
Document is
protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA
®
Document, or any portion of
it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. Purchasers are
permitted to reproduce ten (10) copies of this document when completed. To report copyright violations of AIA Contract Documents, e-mail The American
Institute of Architects’ legal counsel, copyright@aia.org.

8

ART|6LE ô 0|8PUTE RE80LUT|0N
§ ô.1 The parties appoint the following individual to serve as a Neutral pursuant to Section A.4.2.1 of Exhibit A, Terms and
Conditions:
(Insert the name, address and other information of the individual to serve as a Neutral. If the parties do not select a
Neutral, then the provisions of Section A.4.2.2 or A.4.2.3 of Exhibit A, Terms and Conditions, shall apply.)

§ ô.2 If the parties do not resolve their dispute through mediation pursuant to Section A.4.3 of Exhibit A, Terms and
Conditions, the method of binding dispute resolution shall be the following:
(If the parties do not select a method of binding dispute resolution, then the method of binding dispute resolution shall be
by litigation in a court of competent jurisdiction.)
(Check one.)

Arbitration pursuant to Section A.4.4 of Exhibit A, Terms and Conditions

Litigation in a court of competent jurisdiction

Other (Specify)

§ ô.3 ARß|TRAT|0N
§ ô.3.1If arbitration is selected by the parties as the method of binding dispute resolution, then any claim, dispute or other
matter in question arising out of or related to this Agreement shall be subject to arbitration as provided in Section A.4.4 of
Exhibit A, Terms and Conditions.

ART|6LE 7 H|86ELLANE0U8 PR0V|8|0N8
§ 7.1 Design professionals and consultants, if any, engaged by the Contractor shall be persons or entities duly licensed to
practice their professions as required in the jurisdiction where the Project is located and are listed as follows:
(Insert name, address, license number, relationship to Contractor and other information.)

§ 7.2 The Architect, other design professionals and consultants, if any, engaged directly by the Design-Builder, their
professions and responsibilities are listed below:
(Insert name, address, license number, if applicable, and responsibilities to Design-Builder and other information.)

§ 7.3 The Design-Builder's Designated Representative is:
(Insert name, address and other information.)

§ 7.3.1The Design-Builder's Designated Representative identified above shall be authorized to act on the Design-
Builder's behalf with respect to the Project.

§ 7.4 The Contractor's Designated Representative is:
(Insert name, address and other information.)

§ 7.4.1The Contractor's Designated Representative identified above shall be authorized to act on the Contractor's behalf
with respect to the Project.

AIA Document A142™ – 2004. Copyright © 2004 by The American Institute of Architects. All rights reserved. WARNING: This AIA
®
Document is
protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA
®
Document, or any portion of
it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. Purchasers are
permitted to reproduce ten (10) copies of this document when completed. To report copyright violations of AIA Contract Documents, e-mail The American
Institute of Architects’ legal counsel, copyright@aia.org.

9

§ 7.5 Neither the Design-Builder's nor the Contractor's Designated Representative shall be changed without ten days
written notice to the other party.

§ 7.ô Other provisions:

§ 7.ô.1 Where reference is made in this Agreement to a provision of another Contract Document, the reference refers to
that provision as amended or supplemented by other provisions of the Contract Documents.

§ 7.ô.2Payments due and unpaid under this Agreement shall bear interest from the date payment is due at the rate stated
below, or in the absence thereof, at the legal rate prevailing from time to time at the place where the Project is located.
(Insert rate of interest agreed upon, if any.)


(Usury laws and requirements under the Federal Truth in Lending Act, similar state and local consumer credit laws
and other regulations at the Design-Builder's and Contractor's principal places of business, the location of the Project
and elsewhere may affect the validity of this provision. Legal advice should be obtained with respect to deletions or
modifications, and also regarding requirements such as written disclosures or waivers.)

ART|6LE 8 ENUHERAT|0N 0F ThE 60NTRA6T 006UHENT8
§ 8.1 The Contract Documents, except for Modifications issued after execution of this Agreement, are enumerated as
follows:

§ 8.1.1The Agreement is this executed edition of AIA Document A142-2004, Standard Form of Agreement Between
Design-Builder and Contractor.

§ 8.1.2 The Supplementary and other Conditions of the Contract, if any, are as follows:
(Either list applicable documents or refer to an exhibit attached to this Agreement.)




§ 8.1.3 The Specifications are as follows:
(Either list the Specification by number, title and date, or refer to an exhibit attached to this Agreement.)


§ 8.1.4 The Drawings are as follows:
(Either list the Drawings by number, title and date or refer to an exhibit attached to this Agreement.)




§ 8.1.5 The Addenda, if any, are as follows:
(Either list applicable documents in the space below or refer to an exhibit attached to this Agreement.)




§ 8.1.ôExhibit A, Terms and Conditions.
(If the parties agree to substitute terms and conditions other than those contained in AIA Document A142, Exhibit A,
Terms and Conditions, then identify such terms and conditions and attach to this Agreement as Exhibit A.)

AIA Document A142™ – 2004. Copyright © 2004 by The American Institute of Architects. All rights reserved. WARNING: This AIA
®
Document is
protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA
®
Document, or any portion of
it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. Purchasers are
permitted to reproduce ten (10) copies of this document when completed. To report copyright violations of AIA Contract Documents, e-mail The American
Institute of Architects’ legal counsel, copyright@aia.org.

10

§ 8.1.7Exhibit B, Preconstruction Services, if applicable.
(Describe in Exhibit B the Preconstruction Services, if any, and the method of compensation for such services. If the
Contractor will perform no preconstruction services, write "not applicable" in the space below.)

§ 8.1.8 Exhibit C, Contractor’s Scope of Work.
(If the Contractor’s Scope of Work includes performance of all Work required by the Contract Documents, write “not
applicable” below. If the Contractor’s Scope of Work does not include performance of all Work required by the Contract
Documents, specify the scope of the Contractor’s work in Exhibit C.)




§ 8.1.9 Exhibit D, Determination of the Cost of the Work, if applicable.
(If the parties agree to substitute a method to determine the Cost of the Work other than that contained in AIA Document
A142, Exhibit D, Determination of the Cost of the Work, then identify such other method to determine the Cost of the Work
and attach to this Agreement as Exhibit D. If the Contract Sum is a Stipulated Sum, then Exhibit D is "not applicable.")




§ 8.1.10 Exhibit E, Insurance and Bonds, if applicable.
(Complete AIA Document A142, Exhibit E, Insurance and Bonds or write "not applicable" in the space below.)




§ 8.1.11 Other documents, if any, forming part of the Contract Documents are as follows:
(Either list applicable documents or refer to an exhibit attached to this Agreement in the space below.)

This Agreement is entered into as of the day and year first written above and is executed in at least two original copies, of
which one is to be delivered to the Contractor, and one to the Design-Builder.


0E8|CN-ßU|L0ER (Signature) 60NTRA6T0R (Signature)

(Printed name and title) (Printed name and title)
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.
0ocument A142
TH
- 2004 Exh|b|t A
7erms and Conditions
AIA Document A142™ – 2004. Copyright © 2004 by The American Institute of Architects. All rights reserved. WARNING: This AIA
®
Document
is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA
®
Document, or any
portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law.
Purchasers are permitted to reproduce ten (10) copies of this document when completed. To report copyright violations of AIA Contr