A-Series: Owner/Contractor Agreements
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AIA Contract Documents are divided into six alphanumeric series by document use or purpose. See the list of AIA Contract Documents by Series for information about document availability in ACD5™, and in paper (see a list of local distributors). Users should exercise independent judgment and may require the advice of legal counsel on deciding which documents are appropriate for a particular project.
AIA Document A101™–2007 is a standard form of agreement between owner and contractor for use where the basis of payment is a stipulated sum (fixed price). A101 adopts by reference, and is designed for use with, AIA Document A201™–2007, General Conditions of the Contract for Construction. A101 is suitable for large or complex projects. For projects of a more limited scope, use of AIA Document A107™–2007, Agreement Between Owner and Contractor for a Project of Limited Scope, should be considered. For even smaller projects, consider AIA Document A105™–2007, Agreement Between Owner and Contractor for a Residential or Small Commercial Project.
AIA Document A101™–2007 SP is a standard form of agreement between owner and contractor for use on sustainable projects where the basis of payment is a stipulated sum (fixed price). A101–2007 SP is based on AIA Document A101™–2007, Standard Form of Agreement Between Owner and Contractor, where the basis of payment is a Stipulated Sum, with modifications that address the risks, responsibilities and opportunities unique to projects involving substantial elements of sustainable design and construction (sustainable projects). A101–2007 SP adopts by reference, and is designed for use with, AIA Document A201™–2007 SP, General Conditions of the Contract for Construction for use on a Sustainable Project.
This standard form of agreement between owner and contractor is appropriate for use on large projects requiring a guaranteed maximum price, when the basis of payment to the contractor is the cost of the work plus a fee. AIA Document A102™–2007 is not intended for use in competitive bidding. AIA Document A102–2007 adopts by reference and is intended for use with AIA Document A201™–2007, General Conditions of the Contract for Construction. NOTE: A111–1997 expired in 2009.
AIA Document A103™–2007 is appropriate for use on large projects when the basis of payment to the contractor is the cost of the work plus a fee, and the cost is not fully known at the commencement of construction. AIA Document A103–2007 is not intended for use in competitive bidding. A103–2007 adopts by reference, and is intended for use with, AIA Document A201™–2007, General Conditions of the Contract for Construction. NOTE: A114–2001 expired in 2009.
AIA Document A105™–2007 is a stand-alone agreement with its own general conditions; it replaces A105–1993 and A205–1993 (expired 2009). AIA Document A105–2007 is for use on a 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 AIA Document A107™–2007, Standard Form of Agreement Between Owner and Contractor for a Project of Limited Scope. AIA Documents A105–2007 and B105™–2007, Standard Form of Agreement Between Owner and Architect for a Residential or Small Commercial Project, comprise the Small Projects family of documents. Although A105 and B105 share some similarities with other agreements, the Small Projects family should NOT be used in tandem with agreements in other document families without careful side-by-side comparison of contents.
A107–2007, Standard Form of Agreement Between Owner and Contractor for a Project of Limited Scope
AIA Document A107™–2007 is a stand-alone agreement with its own internal general conditions and is intended for use on construction projects of limited scope. It is intended for use on medium-to-large sized projects where payment is based on either a stipulated sum or the cost of the work plus a fee, with or without a guaranteed maximum price. Parties using AIA Document A107–2007 will also use A107 Exhibit A, if using a cost-plus payment method. AIA Document 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.
For more complex projects, parties should consider using one of the following other owner/contractor agreements: AIA Document 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 AIA Document 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 AIA Document A105™–2007, Agreement Between Owner and Contractor for a Residential or Small Commercial Project.
AIA Document A121™–2014 is a Master Agreement between the Owner and Contractor. It is intended for use when the Contractor’s scope of Work will subsequently be specified through the use of one or more Work Orders. A121-2014 provides only the common terms and conditions that will be applicable to each Work Order. Use of A121 plus a Work order creates a contract that includes both the terms and the scope of Work. A121-2014 is coordinated for use with AIA Document A221™–2014, Work Order for use with Master Agreement Between Owner and Contractor. The Master Agreement plus Work Order contracting method allows multiple scopes of Work to be issued quickly without the necessity to renegotiate the terms and conditions of the Contract. It may be used on projects with a stipulated sum; cost of the work plus a fee, with or without a guaranteed maximum price; or other payment method determined by the parties. If using a cost-plus payment method, the parties will also use A121 Exhibit A, Determination of the Cost of the Work.
AIA Document A132™–2009 is a standard form of agreement between owner and contractor for use on projects where the basis of payment is either a stipulated sum (fixed price) or cost of the work plus a fee, with or without a guaranteed maximum price. In addition to the contractor and the architect, a construction manager assists the owner in an advisory capacity during design and construction.
The document has been prepared for use with AIA Documents A232™–2009, General Conditions of the Contract for Construction, Construction Manager as Adviser Edition; B132™–2009, Standard Form of Agreement Between Owner and Architect, Construction Manager as Adviser Edition; and C132™–2009, Standard Form of Agreement Between Owner and Construction Manager as Adviser. This integrated set of documents is appropriate for use on projects where the construction manager only serves in the capacity of an adviser to the owner, rather than as constructor (the latter relationship being represented in AIA Documents A133™–2009 and A134™–2009). NOTE: A101CMa–1992 expired in 2010.
AIA Document A132™–2009 SP is a standard form of agreement between owner and contractor for use on sustainable projects, where the basis of payment is either a stipulated sum (fixed price) or cost of the work plus a fee, with or without a guaranteed maximum price. In addition to the contractor and the architect, a construction manager assists the owner in an advisory capacity during design and construction. A132–2009 SP is based on AIA Document A132™–2009, Standard Form of Agreement Between Owner and Contractor, Construction Manager as Adviser Edition, with modifications that address the risks, responsibilities and opportunities unique to projects involving substantial elements of sustainable design and construction (sustainable projects).
The document has been prepared for use with AIA Documents A232™–2009 SP, General Conditions of the Contract for Construction, for use on a Sustainable Project, Construction Manager as Adviser Edition; B132™–2009 SP, Standard Form of Agreement Between Owner and Architect, for use on a Sustainable Project, Construction Manager as Adviser Edition; and C132™–2009 SP, Standard Form of Agreement Between Owner and Construction Manager as Adviser, for use on a Sustainable Project. This integrated set of documents is appropriate for use on sustainable projects where the construction manager only serves in the capacity of an adviser to the owner, rather than as constructor (the latter relationship being represented in AIA Documents A133™–2009 SP and A134™–2009 SP).
AIA Document A133™–2009 is intended for use on projects where a construction manager, in addition to serving as adviser to the owner, assumes financial responsibility for construction of the project. The construction manager provides the owner with a guaranteed maximum price proposal, which the owner may accept, reject, or negotiate. Upon the owner’s acceptance of the proposal by execution of an amendment, the construction manager becomes contractually bound to provide labor and materials for the project and to complete construction at or below the guaranteed maximum price. The document divides the construction manager’s services into two phases: the preconstruction phase and the construction phase, portions of which may proceed concurrently in order to fast track the process. AIA Document A133–2009 is coordinated for use with AIA Documents A201™–2007, General Conditions of the Contract for Construction, and B133™–2014, Standard Form of Agreement Between Owner and Architect, Construction Manager as Constructor Edition. NOTE: A121CMc–2003 expired in 2010.
CAUTION: To avoid confusion and ambiguity, do not use this construction management document with any other AIA construction management document.
AIA Document A133™–2009 SP is based on AIA Document A133™–2009, Standard Form of Agreement Between Owner and Construction Manager as Constructor where the basis of payment is the Cost of the Work Plus a Fee with a Guaranteed Maximum Price, with modifications that address the risks, responsibilities and opportunities unique to projects involving substantial elements of sustainable design and construction (sustainable projects).
A133–2009 SP is intended for use on sustainable projects where a construction manager, in addition to serving as adviser to the owner, assumes financial responsibility for construction of the project. The construction manager provides the owner with a guaranteed maximum price proposal, which the owner may accept, reject, or negotiate. Upon the owner’s acceptance of the proposal by execution of an amendment, the construction manager becomes contractually bound to provide labor and materials for the project and to complete construction at or below the guaranteed maximum price. The document divides the construction manager’s services into two phases: the preconstruction phase and the construction phase, portions of which may proceed concurrently in order to fast track the process. AIA Document A133–2009 SP is coordinated for use with AIA Documents A201™–2007 SP, General Conditions of the Contract for Construction, for use on a Sustainable Project, and B103™–2007 SP, Standard Form of Agreement Between Owner and Architect for a Large or Complex Sustainable Project.
CAUTION: To avoid confusion and ambiguity, do not use this construction management document with any other AIA construction management document.
Similar to AIA Document A133™–2009, AIA Document A134™–2009 is intended for use when the owner seeks a construction manager who will take on responsibility for providing the means and methods of construction. However, in AIA Document A134–2009 the construction manager does not provide a guaranteed maximum price (GMP). A134–2009 employs the cost-plus-a-fee method, wherein the owner can monitor cost through periodic review of a control estimate that is revised as the project proceeds.
The agreement divides the construction manager’s services into two phases: the preconstruction phase and the construction phase, portions of which may proceed concurrently in order to fast track the process. A134–2009 is coordinated for use with AIA Documents A201™–2007, General Conditions of the Contract for Construction, and B133™–2014, Standard Form of Agreement Between Owner and Architect, Construction Manager as Constructor Edition. NOTE: A131CMc–2003 expired in 2010.
CAUTION: To avoid confusion and ambiguity, do not use this construction management document with any other AIA construction management document.
AIA Document A134™–2009 SP is based on AIA Document A134™–2009, Standard Form of Agreement Between Owner and Construction Manager as Constructor where the basis of payment is the Cost of the Work Plus a Fee without a Guaranteed Maximum Price, with modifications that address the risks, responsibilities and opportunities unique to projects involving substantial elements of sustainable design and construction (sustainable projects).
Similar to AIA Document A133™–2009 SP, A134–2009 SP is intended for use when the owner seeks a construction manager who will take on responsibility for providing the means and methods of construction of a sustainable project. However, in AIA Document A134–2009 SP the construction manager does not provide a guaranteed maximum price (GMP). A134–2009 SP employs the cost-plus-a-fee method, wherein the owner can monitor cost through periodic review of a control estimate that is revised as the project proceeds.
A134–2009 SP is based on AIA Document A134™–2009, Standard Form of Agreement Between Owner and Construction Manager as Constructor where the basis of payment is the Cost of the Work Plus a Fee without a Guaranteed Maximum Price, with modifications that address the risks, responsibilities and opportunities unique to projects involving substantial elements of sustainable design and construction (sustainable projects).
The agreement divides the construction manager’s services into two phases: the preconstruction phase and the construction phase, portions of which may proceed concurrently in order to fast track the process. A134–2009 SP is coordinated for use with AIA Documents A201™–2007 SP, General Conditions of the Contract for Construction, for use on a Sustainable Project, and B103™–2007 SP, Standard Form of Agreement Between Owner and Architect for a Large or Complex Sustainable Project.
CAUTION: To avoid confusion and ambiguity, do not use this construction management document with any other AIA construction management document.
A141–2004, Agreement Between Owner and Design-Builder.
AIA Document A141™–2004 expires on December 31, 2015, and is replaced AIA Document A141–2014.
A141–2014, Standard Form of Agreement Between Owner and Design-Builder
AIA Document A141™–2014 replaces AIA Document A141–2004, Standard Form of Agreement Between Owner and Design-Builder, and consists of the Agreement portion and Exhibit A, a Design-Build Amendment that is executed when the Owner and Design-Builder have agreed on the Contract Sum. Additionally, A141–2014 includes two exhibits, Exhibit B, Insurance and Bonds, and Exhibit C, Sustainable Projects. AIA Document A141–2014 forms the nucleus of the Contract for Design-Build between the Owner and Design-Builder.
Design-build is a process in which the owner contracts directly with one entity to provide both the design and construction of the project. The design-builder may be a design-build entity, an architect, construction contractor, real estate developer, or any person or entity legally permitted to do business as a design-builder in the jurisdiction where the project is located. The design-builder’s organization may take a variety of legal forms, such as a sole proprietorship, a partnership, a joint venture, or a corporation. An architect or architectural firm choosing to function as a design-builder may directly contract to perform design-build services or, alternatively, may form a separate corporate entity or joint venture for design-build.
In A141–2014, the Owner provides a set of Owner’s Criteria establishing the Owner’s requirements for the Project. Thereafter, the Design-Builder will review the Owner’s Criteria, develop a Preliminary Design and then provide a proposal to the Owner regarding the Contract Sum. Upon mutual agreement, the Owner and Design-Builder will execute the Design-Build Amendment to establish the Contract Sum and document the information upon which the Contract Sum is based. The Design-Build Amendment also includes the determination for the Cost of the Work, if the Contract Sum is based on a Cost of the Work with or without a Guaranteed Maximum Price.
A142–2004, Agreement Between Design-Builder and Contractor.
AIA Document A142™–2004 expires on December 31, 2015, and is replaced AIA Document A142–2014.
A142–2014, Standard Form of Agreement Between Design-Builder and Contractor
AIA Document A142™–2014 replaces AIA Document A141™–2004, Standard Form of Agreement Between Design-Builder and Contractor, and consists of the Agreement portion and four exhibits: Exhibit A, Terms and Conditions; Exhibit B, Insurance and Bonds; Exhibit C, Preconstruction Services; and Exhibit D, Determination of the Cost of the Work.
A142–2014 obligates the contractor to perform the work in accordance with the contract documents, which include A142 with its attached exhibits, supplementary and other conditions, drawings, specifications, addenda, and modifications. Like AIA Document A141™–2014, AIA Document A142–2014 requires the parties to select the payment type 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.
AIA Document A145™–2015 is intended to be used for a one or two family residential project and consists of the Agreement portion and Exhibit A, a Design-Build Amendment that is executed when the owner and design-builder have agreed on the Contract Sum. A145–2015 is a streamlined document developed to meet the needs of residential owners and design-builders. For commercial or multi-family design-build projects, AIA Document A141™–2014, Agreement Between Owner and Design-Builder, is more appropriate.
Design-build is a project delivery method in which the owner contracts directly with one entity to provide both the design and construction of the project. It is important to recognize that a design-builder assumes responsibility and liability for both the design services and construction work. Prior to entering into this agreement, any person or entity that wishes to act as the design-builder should consult with 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. Additionally, federal, state or local law may impose specific requirements on contracts for residential construction. The requirements for single family and two family projects may be different. The owner should consult local authorities or an attorney to verify requirements applicable to this agreement.
Although A145 shares some similarities with other documents in the AIA’s Design-Build family, A145 is not coordinated for use with those documents, and should NOT be used in tandem with agreements in the Design-Build family without careful side-by-side comparison of contents.
AIA Document A151™–2007 is intended for use as the contract between owner and vendor for furniture, furnishings and equipment (FF&E) where the basis of payment is a stipulated sum (fixed price) agreed to at the time of contracting. AIA Document A151–2007 adopts by reference and is intended for use with AIA Document A251™–2007, General Conditions of the Contract for Furniture, Furnishings and Equipment. It may be used in any arrangement between the owner and the contractor where the cost of FF&E has been determined in advance, either through bidding or negotiation. NOTE: A175ID–2003 expired in 2009.
A195–2008, Standard Form of Agreement Between Owner and Contractor for Integrated Project Delivery
AIA Document A195™–2008 is a standard form of agreement between owner and contractor for a project that utilizes integrated project delivery (IPD). AIA Document A195–2008 primarily provides only the business terms and conditions unique to the agreement between the owner and contractor, such as compensation details and licensing of instruments of service. A195 does not include the specific scope of the contractor’s work; rather, it incorporates by reference AIA Document A295™–2008, General Conditions of the Contract for Integrated Project Delivery, which sets forth the contractor’s duties and obligations for each of the six phases of the project, along with the duties and obligations of the owner and architect. Under A195–2008, the contractor provides a guaranteed maximum price. For that purpose, the agreement includes a guaranteed maximum price amendment at Exhibit A.
A201–2007, General Conditions of the Contract for Construction
The general conditions are an integral part of the contract for construction for a large project and they are incorporated by reference into the owner/contractor agreement. They set forth the rights, responsibilities, and relationships of the owner, contractor, and architect. Though not a party to the contract for construction between owner and contractor, the architect participates in the preparation of the contract documents and performs construction phase duties and responsibilities described in detail in the general conditions. AIA Document A201™–2007 is adopted by reference in owner/architect, owner/contractor, and contractor/subcontractor agreements in the Conventional (A201) family of documents; thus, it is often called the “keystone” document.
A201–2007 SP, General Conditions of the Contract for Construction, for use on a Sustainable Project
AIA Document A201™–2007 SP, General Conditions of the Contract for Construction, for use on a Sustainable Project, sets forth the rights, responsibilities, and relationships of the owner, contractor and architect. The general conditions are an integral part of the contract for construction for a sustainable project, and A201–2007 SP is incorporated by reference into AIA Document A101™–2007 SP, Standard Form of Agreement Between Owner and Contractor, for use on a Sustainable Project where the basis of payment is a Stipulated Sum. A201–2007 SP is based on AIA Document A201™–2007, General Conditions of the Contract for Construction, with modifications that address the risks, responsibilities and opportunities unique to projects involving substantial elements of sustainable design and construction (sustainable projects). Though not a party to the contract for construction between owner and contractor, the architect participates in the preparation of the Contract Documents and performs construction phase duties and responsibilities described in detail in the General Conditions.
A221–2014, Work Order for use with Master Agreement Between Owner and Contractor
AIA Document A221™–2014 is a Work Order that provides the contractor’s scope of Work, Contract Time, Contract Sum, and other terms pertinent to the specific Work Order. It is intended for use when the Owner and Contractor have entered into a Master Agreement setting forth the common terms and conditions applicable to all Work Orders. A221–2014 is not a stand-alone agreement and must be used in conjunction with a Master Agreement. A221-2014 is coordinated for use with AIA Document A121™–2014, Master Agreement between Owner and Contractor. The Master Agreement plus Work Order contracting method allows multiple scopes of Work to be issued quickly without the necessity to renegotiate the terms and conditions of the Contract. It may be used on projects with a stipulated sum; cost of the work plus a fee, with or without a guaranteed maximum price; or other payment method determined by the parties. If using a cost-plus payment method, the parties will also use A121 Exhibit A, Determination of the Cost of the Work.
AIA Document A232™–2009 sets forth the rights, responsibilities, and relationships of the owner, contractor, construction manager and architect. A232–2009 is adopted by reference in owner/architect, owner/contractor, and owner/construction manager agreements in the CMa family of documents. Under A232–2009, the construction manager serves as an independent adviser to the owner, who enters into a contract with a general contractor or multiple contracts with prime trade contractors. NOTE: A201CMa–1992 expired in 2010.
CAUTION: Do not use A232–2009 in combination with agreements where the construction manager takes on the role of constructor, such as in AIA Document A133™–2009 or A134™–2009.
AIA Document A232™–2009 SP sets forth the rights, responsibilities, and relationships of the owner, contractor, construction manager and architect on a sustainable project where the construction manager is an adviser. A232–2009 SP is adopted by reference in owner/architect, owner/contractor, and owner/construction manager agreements in the CMa family Sustainable Projects documents. Under A232–2009 SP, the construction manager serves as an independent adviser to the owner, who enters into a contract with a general contractor or multiple contracts with prime trade contractors. A232–2009 SP is based on AIA Document A232™–2009, General Conditions of the Contract for Construction, with modifications that address the risks, responsibilities and opportunities unique to projects involving substantial elements of sustainable design and construction (sustainable projects).
CAUTION: Do not use A232–2009 SP in combination with Sustainable Project documents where the construction manager takes on the role of constructor, such as in AIA Document A133™–2009 SP or A134™–2009 SP.