AIA A201

What is the purpose of A201?

define rights, responsibilities, + relationships between O + CON

• includes agreement, conditions, drawings, specifications, addenda, modifications

• outlines compensation, contract sums, payment procedures, schedule, retainage, insurance references

• used for design bid build projs

What is Article 1 - General Provisions?

PURPOSE: defines contract documents to include the agreement, conditions, drawings, specs, + addenda while explicitly excluding bidding requirements + submittals

• establishes rules for contract modifications, document inconsistencies, + ownership of instrument of service

• CON CANNOT create a contractual relationship between A or A’s consultants

• O cannot create a contractual relationship between subCON or sub-subCON

INCLUDES:

• contract documents: drawings, specs, addenda, modifications

• contracts: formed by contract docs, represents entire + integrated agreement between parties

• work: labor, materials, equipment, + services provided/to be provided to fulfill CON obligations

• project: total construction of which work performed under contract documents may be the whole or a part + may include construction by O + separate contractors

• drawings: graphic + pictorial proportions of contract docs

  • show design, location + dimension of work, (plans, elevations, sections, details, schedules, diagrams)

• specifications: consists of written requirements for materials, equipment, systems, standards, and workmanship for the work and performance of relate services

• instruments of service: representations in any medium of expression now known or later developed in tangible/intangible creative work performed by A → “intellectual property rights”

  • ex: plans, renderings, models, specs (anything graphically/creative representation of proj)

  • provided to CON through O but includes copyright notice

• initial decisions maker: render initial decision on claims, shows no partiality to O or CON + not liable for results of interpretations or decisions

What is the intent of the contract documents?

acts as rulebook for how proj is built

• dictates rights, responsibilities + relationship of O, CON, + A

• defines A as the IDM for claims + establishes CON liability for means + methods

What is Article 2 - Owner?

defines duties + obligations of O

RESPONSIBILITIES

• focus on providing proj information

• securing necessary legal approvals, surveys (anything to deal w pre-existing site conditions), info/services required by contract docs

• evidence of funding/financing for work→ provided to CON upon written rq or prior to commencement of work

• within 15 days, furnish to CON receipt of written request, info necessary, + relevant for CON to evaluate/give notice/enforce lien rights

Why can a CON reasonably stop work?

• if O fails to make payments as contract docs require

• if CON identifies in writing a reasonable concern regarding O ability to pay payment due

• if there is a change in work that changes the contract sum

CON can stop work if O fails to provide evidence within 14 days of CON request

When proof + evidence provided, CON is entitled to contract extension + compensation

Why can a O reasonably stop work?

• if CON fails to correct work (brought up to them by A or O) that is not in accordance w requirements in contract docs

• if CON fails to complete work + miss deadlines, O is not at fault for any delays

• if CON does not complete work within 10 days of notice by O, O is able to bring in own CON to correct said default/neglect + CON must pay difference to O

• if CON does not provide submittal schedule within reasonable time

___

• O stops work until CON completes initial issue

• not recommended to be done by O to prevent claims etc… where fault falls on A

What is Article 3 - Contractor?

defines CON rights + responsibilities for physically executing proj

RESPONSIBILITIES

• shall perform work in accordance to contract docs

• reviews contract docs + field conditions to be familiar w local conditions for proj feasibility → must report to A of any errors, inconsistencies, omissions discovered as RFI

• supervise + direct work with BEST skill → COMPLETE control over construction + jobsite safety of means, methods, techniques, sequences, procedures

  • shall propose alternative if procedures are not safe → will be evaluated/approved by A

• provide + pay for labor, materials, equipment, tools, construction, machinery, water, heat, utilities, transportation etc.. for execution + completion of work

  • any substitutions must be evaluated + approved by A + O → change order/construction change directive

• rules of warranty

• secure + pay for bldg permits, fees, license, inspections for execution + completion of work

• must notice O + A of any concealed/unknown conditions no later than 3 days after first observances

  • if human remains/existence of burial etc… → stop work immediately

• contract sum including all allowances (generalized figure)

• employ superintendent (representative of CON), on site every day

• project schedule after being rewarded contract for A approval

• prepare shop drawings + specs, ensure they are readily available on site

• maintain clean premises + surrounding area

• CON hold harmless O + A + A’s consultants to extent of CON/SUBCON negligence/omissions (INDEMNIFICATION)

• CON must point out negligence/omissions of separate contractors from O

What is a CON not obligated to do?

• not obligated to ensure contract docs are in accordance w applicable laws, statues, ordinances, codes, rules + regulations, lawful orders of public authorities

• not obligated to conducting feasibility of site for discovering errors, omissions, inconsistencies of contract docs

• provide professional services that constitute practice of a or E unless required by contract docs

while not obligated, if CON notices any errors, inconsistencies, omissions etc… they must report it to A or O

What does a contract warranty include + exclude?

Includes: materials + equipment furnished will be of good quality + free of defects unless contract docs permit otherwise

Excludes: remedy of dmgs or defect caused by abuse, alterations to work not executed by CN, improper or insufficient maintenance, improper operation, or normal wear + tear + normal usage

What is included in CON submittal schedule?

provides orderly progression of work to completion, will not exceed time limits set by contract docs

INCLUDES:

• date of commencement of work, rudimentary schedule milestone dates, date of SC

• apportion of work by construction activity

• time required for completion of each portion of work

What is Article 4 - Architect?

defines role, authority, + responsibilities of A

• A administers contract during construction + acts as O representatives UNITL date A issues final certificate for payment

• lets CON know what A can cannot do

• A included in every communication between O + A, clarifies communication hierarchy

RESPONSIBILTIES

• visit site at appropriate intervals to become familiar w progress + quality of portion of work complete

  • will not have control, charge of, responsibility of construction means, methods, techniques, sequences, procedures, safety precautions etc…

• prepare change orders/construction change directives

• can reject work that does not comply with contract documents

• A reviews + approves CON submittals solely for conformance w design concept

What is Article 5 - SUBCONTRACTORS

defines contractual relationships, rules of hiring, legal obligations for parties

Award of Subcontractors:

• requires CON to provide list of proposed SUBCON to O + A early in proj

• mandates all SCON be in writing

• allows O to take over SCON if main construction contract is terminated → protects O by ensuring SCON remain on job after finishing bldg without completely halting construction

flow down of provisions

• anything CON owes to O, SCON bears same CON responsibilities

What Articles are in the A201?

• Article 1 - General Information

• Article 2 - Owner Responsibilities

• Article 3 - Contractor’s Responsibilities

• Article 4 - Architect’s Responsibilities

• Article 5 - Subcontractor Responsibilities

• Article 6 - Construction by O or by Separate CON

• Article 7 - Changes in Work

• Article 8 - Time

• Article 9 - Payments + Completion

• Article 10 - Protection of persons + Property

• Article 11 - Insurance + Bonds

• Article 12 - Uncovering + Correction of work

• Article 13 - Miscellaneous Provisions

• Article 14 - Termination or Suspension of Contract

• Article 15 - Claims + Disputes

What are separate contractors?

Other CON retained by O under separate agreement

• O responsible for coordination, more liability

• bears mutual responsibility to connect + coordinate construction operations/scheduling etc… w other CON + O

Article 7 - Changes in Work

Changes of work done through:

• change order

  • change in cost, everyone in agreement

• construction change directive

  • change in cost, agreement between O + A, not CON

• order for minor change in work

  • not changes in cost or time, work sometimes issued by A alone

What is a change order?

written instrument prepared by A, signed by O, CON, + A

• results of change in work, changes in amnt of adjustment/extent in contract sum or contract time

What is a construction change directive?

written order prepared by A, signed by O + A

• direct CON to continue w change in work before agreeing on change in contract price/schedule

• prevents proj delays

• used when there is urgency to resolve critical/unforeseen issues or when there is a disagreement about cost/time between O + CON

• once adjustment method agreed upon by everyone, becomes a change order

Adjustments methods:

• mutual acceptance of lump sum properly itemized

• unit prices agreed upon

• cost to be determined in manner agreed upon by parties

• A can determine adjustments on basis of reasonable expenditures

  • if they still don’t agree, CON can track prices of everything, make claim etc…

Payment disagreements

• if final cost hasnt been decided, CON may request for work completed under construction change directive

What is a minor change in work?

changes by A, consistent w intent of contract documents + no adjustments to contract sum/time

• if CON believes minor change will affect sum/time, they will notify A + not proceed to implement changes in work

How is time defined by Article 8?

contract time: period of time, w authorized adjustments, allotted in contract documents for SC of work

• date of commencement → established in agreement

• date of SC → certified by A

• CON must be insured before starting work

time is of the essence

Why might a CON ask for extension of time?

• act/neglect/delays of O, A, separate CON → breach of contract

• changes ordered in work

• labor disputes, fires, unusual delays in deliveries, unavoidable casualties, adverse weather conditions documented, other causes beyond CON control

• delays authorized by O pending mediation + binding dispute resolutions

• other causes CON asserts + A determines/justifies delays

• if A examines uncovering of work not specifically request before being covered + CON does work in accordance to contract documents

What is Article 9 - Payments + Completion?

• contract sum: total amnt payable by O to CON for performance of work

  • defined in agreement, includes authorized adjustments

• schedule of values: list of trades/item completed + submitted by CON, basis for reviewing CON applications for payments

  • used for stipulated sum or GMP

  • the what + how much

• applications for payments/contractors invoice : CON submit A itemized application of payment in accordance w schedule of values, at least 10 days before date established for reach progress payments

  • does not include request for work which CON does not intend to pay SCON or supplier

  • sometimes based on percentage of completion

• certificates for payment:

  • within 7 days after receiving CON’s application for payment will issue O certificate oof payment in full amnt or amnt A determines is properly due , or withhold certification w reason

  • js bc payment is certified, does not mean work is completed to satisfaction → CON still obligated to perform good work

• if A withholds certification for payment, O may issue joint checks to CON + SCON to whom CON failed to make payment for work performed etc…

• prompt payment clause: CON shall pay each SCON no later than 7 days after receiving payment from O

• if O has fulfilled payment obligations, CON shall defend + indemnify O from all loss, liability, dmg, expense etc… from any lien or claims

• O can occupy/use any completed/partially completed portion of work → O + CON must accept responsibilities regarding payments, retainage, etc…

• Final completion + final payment: A will make final inspections after CON notice

  • close out list/final completion list: must be submitted by CON for final payment

  • waiver of claims by O

Why might A withhold certification of payment?

withhold in whole or in part to protect the O

• defective work not remedied

• 3rd party filed/reasonable evidence for claims

• failures of CON to make payments to SCON, suppliers for labor, materials, or equipment

• reasonable evidence that work cannot be completed for unpaid balance of contract sum or contract time

• dmg to O or separate contractor

• balance would not be adequate to cover actual or liquidated dmgs for anticipated delay

• repeated failure to carry out work

What is a CON responsibilities for Substantial completion?

SC: work is sufficiently complete in accordance w contract docs, O can utilize/occupy work for intended use

• CON will prepare + submit to A a punch list

• A will take list + inspect to determine whether work is substantially complete → CON will complete/correct any items addressed by A

Reason for process:

• when retainage is released → purposes of O retainage of CON’s payment, typical 10%, hold CON responsible

• beginning of warranty, money + repair obligations

What is Article 10 - Protection of Persons + Property

CON responsible for initiating, maintain, supervising all safety precaution + programs + promptly remedy dmgs + loss

• applies to labors, use of hazardous materials/substances etc..

• O indemnifies + holds harmless CON, SCON, A, A CONS etc.. from claims, dmgs, losses, expenses

• O not responsible for hazardous materials/substances CON brings to site unless it already exists on site

What is Article 11 - Insurance + Bonds ?

• CON purchases + maintains insurance of types + limits of liability , surety bonds

• O purchases + maintains insurance of types + limits of liability

  • if O fails to purchase insurance, O informs CON which OCN may delay start of work or obtain insurance that will protect interests of CON, SCON etc…

  • if O does not provide notice to OCN + CON is dmged to neglect of O, O shall reimburse CON for all reasonable costs + dmgs

CON rights if O’s insurance expires or canceled

• notice within 3 business days

• has right to stop work until coverage issue resolved

• contract time + sum will be adjusted

• O waives all rights against CON, SCON etc.. for loss O would have been covered by insurance

• if CON purchases replacement coverage, cost of insurance charged to O as change order

• waivers of subrogation between O + CON

What is Article 12 - Uncovering + Correction of work?

• if portion of work is covered before A review, CON must uncover work at their expense w/o change in contract time

• if A rq uncovering of work is in accordance to contract docs, con is entitled to equitable adjustment to sum + contract time, if not, CON is responsible

• CON must resolve defective issues w/o evidence during warranty period (usually one year period)

What is Article 13 - Miscellaneous Provisions?

• rights + remedies: if O,A,CON does not bring up issues right away, they can still bring it up later

• test + inspections: additional testing might be required + is part of O’s additional costs

  • if additional testing is result of CON failure of work, costs is at CON’s expense

What is Article 14 - Termination or suspension of contract?

CON terminate work if stopped for period of 30 consecutive days, issuance of order of court/public authority, act of government, A not issue certificate for payment, O failed to furnish CON reasonable evidence

• upon 7 days, CON can terminate contract + recover payment for work executed

O has rights to keep SCONs after terminating contract with CON to finalize work

Why might an O terminate contract for cause?

• CON refuses or fails to supply properly skilled workers/materials

• fails to make payments to SCON suppliers

• repeatedly disregards applicable laws, statues, ordinances, codes, rules, regulations etc… → guilt of substantial breach of provision

Why might an O suspended CON for convince

• done without cause, order CON to suspend, delay, or interrupt work in whole or in part for period of time

• contract sum + time will be adjusted for delays caused by suspension

What happens when O terminates contract for convenience?

• CON cannot terminate contract for conviencence

• cease operations as directed by O in notice

• take actions necessary for protection + preservation of work

O must

• pay CON for work executed + costs incurred by reason of termination

What is Article 15 - Claims + Disputes?

• sets time limits on claims: withing period specified by applicable law no more than 10 years after date of SC

  • claim must be initiated within 21 days after occurrence of event

  • claims must be directed to IDM w sent copy to A

• continuing contract performance: CON + O will proceed with responsibilities in accordance w contract doc pending final resolution of claims

• claims by CON can be for additional costs or time

• waiver of claims for consequential dmgs “indirect dmg”

  • includes dmgs incurred by O for rental expenses, losses of use, income, profit, financing, business + reputation + loss of management/employee productivity

  • dmgs incurred by CON for losses of financing, business + reputation, loss of profit

• overview of process of initial decisions → mediation → arbitration → litigation

• consolidation or joinder: anyone/parties that are part of claim will be involved in claims

What is the role of the IDM?

review claims within 10 days of receiving claim

• rq additional supporting data + response from parties → parties must respond within 10 days

• reject claim in whole/part

• approve claim

• suggest a compromise

• advise parties if IDM is unable to resolve claims

• IDM is not obligated to consult with or seek info from either party without other parties knowledge