As design professionals ponder the use of the 1997 version of the B141, they might be comforted by the emergence of a new alternative: the B151-1997. Labeled the "Abbreviated Standard Form of Agreement Between Owner and Architect, " the B151-1997 may become better known as the "Appreciated Alternative Form of Agree-ment Between Owner and Architect. " In essence, the AIA has made a number of relatively minor (and generally positive) modifications to the 1987 version of the B141 (including the changes necessary for the document to be coordinated with the 1997 A-201 General Conditions) and has re-published the document as the B151-1997. In reality, the document is "abbreviated " only in comparison to the number and impact of changes found in the extensively revised document now denominated as the B141-1997.
To assist the members of a/e ProNet and their clients in evaluating the B151-1997 as an alternative to the B141-1997, three different "looks " at those two documents are provided here. The first chart below outlines the relatively few changes or additions to the "old " B141-1987, which are now found in the "new " B151-1997. In the second chart, the changes incorporated into the "new " B141, but which have not been included in the B151-1997, are reviewed. Finally, the third chart provides an overall review of the significant additions or changes to the B141-1997, with references to the corresponding sections of the B151 and C141 (labeled the "Standard Form of Agreement Between Architect and Consultant ") where the same or similar changes are located.
These charts should provide the informa-tion needed to perform a thorough comparison of the alternatives presented by the various agreements, and should help architects and engineers to choose the document best suited to their needs.
In the gray "Instructions " sheet which accompanies the B151-1997, the AIA states:
A side-by-side comparison of the B151-1997 and the B141-1987 clearly confirms that statement. The chart below lists only the substantive changes made to the B141-1987 in formulating the B151-1997. The cita-tions reflect the Article and Paragraph numbers, as found in the B151-1997. If a Paragraph is not listed, the corresponding provisions of the B141-1987 were trans-ferred directly to the B151-1997 without any substantive changes.
| Article 1 Architects Responsibilities |
| 1.2 |
Architect must submit schedule for performance of services (without requirement of Owner request). |
| 1.3 |
Architect shall designate a representative authorized to act on Architect's behalf. |
| Article 2 Scope of Architect's Basic Services |
| 2.6.2 |
Modifications to General Conditions will be enforceable only to extent consistent with this Agreement or approved in writing by Architect. |
| 2.6.6 |
Architect will report known deviations from Contract Documents and from most recent construction schedule submitted by Contractor. |
| 2.6.8 |
Owner shall "endeavor " to communicate with Contractor through Architect. |
| 2.6.12 |
If Contract Documents require Contractor to provide design services or certifica-tions by design professional, Architect will specify appropriate performance and design criteria; shop drawings and other submittals related to Work designed or certified by design professionals retained by Contractor will bear such other pro-fessional's written approval when submitted to Architect; Architect is entitled to rely upon adequacy, accuracy and completeness of services, certifications or approvals performed by such other design professionals. |
| 2.6.14 |
Architect will issue final Certificate for Payment, "based upon a final inspec-tion, " indicating Work complies with requirements of Contract Documents. |
| Article 4 Owner's Responsibilities |
| 4.1 |
Owner must provide full information "in timely manner " regarding requirements for "and limitations on " the Project, including a "written " program; must also provide certain information concerning lien rights to Architect within 15 days after receipt of written request. |
| Article 5 Construction Cost |
| 5.1.2 |
"Construction Cost " includes the costs of management or supervision of construction orr installation provided by separate construction manager or contractor, plus reasonable allowance for overhead and profit. |
| Article 6 Use of Architect's Instruments of Service |
| 6.1 |
Introduces phrase "Instruments Of Service. " Documents "in electronic form " are included as Instruments of Service. |
| 6.2 |
Execution of Agreement results in Architect granting Owner license to reproduce Instruments for construction, use, and maintenance of Project; license is subject to Owner's compliance with all contractual obligations; Architect must obtain similar licenses from consultants; licenses are terminated by termination of Agreement prior to completion of Project; upon termination of license, Owner is prohibited from making further reproductions and must return all originals and reproductions to Architect; if Architect is adjudged in default, original license is deemed terminated and replaced by second license permitting Owner to authorize other design professionals to reproduce and, where permitted by law, change Instruments for completion, use, and maintenance of Project. |
| 6.3 |
Owner will not assign or otherwise transfer license without prior written agree-ment of Architect; Owner can authorize contractors/suppliers to reproduce applicable portions of Instruments necessary for performance of their Work; Owner cannot use Instruments for future additions or alterations to this or other Projects without prior written agreement; any unauthorized use of Instruments is at Owner's risk and without liability to Architect. |
| 6.4 |
Prior to exchange of documents in electronic format or other electronic data, Architect and Owner will, by separate written agreement, set forth governing conditions. |
| Article 7 Dispute Resolution |
| 7.1.1 |
Mediation is condition precedent to arbitration or litigation. |
| 7.1.2 |
Mediation will be in accordance with Construction Industry Mediation Rules of American Arbitration Association, unless otherwise agreed. |
| 7.1.3 |
Parties will split mediation expenses. |
| 7.2.1 |
Arbitration clause incorporates initial requirement of mediation. |
| 7.3 |
Owner and Architect waive claims for consequential damages; Architect must obtain similar waivers from consultants. |
| Article 8 Termination of Suspension |
| 8.5 |
Owner may terminate Agreement with Architect, upon seven days written notice, for convenience and without cause. |
| 8.6 |
In event of termination which is not Architect's fault, Architect will be compen-sated for services performed prior to termination, plus Reimbursable Expenses and Termination Expenses. |
| 8.7 |
"Termination Expenses " are in addition to compensation for services, and include expenses directly attributable to termination for which Architect is not otherwise compensated, plus amount for Architect's anticipated profit on value of services not performed. |
| Article 9 Miscellaneous Provisions |
| 9.3 |
Statutes of limitations will commence to run no later than date on which Architect's services are substantially completed. |
| 9.5 |
Owner may assign Agreement to institutional lender financing Project, provided lender assumes Owner's rights and obligations under Agreement; Architect must execute all consents reasonably required to facilitate such assignment. |
| 9.9 |
Architect will have reasonable access to completed Project to make photographic or artistic representations for use in Architect's promotional or profes-sional materials. |
| 9.10 |
Architect is not required to execute certificates that require responsibilities beyond scope of Agreement. |
| Article 10 Payments to the Architect |
| 10.2.1 |
"Reimbursable Expenses " include expenses for electronic communications and professional liability insurance dedicated exclusively to Project. |
| 10.5 |
No deduction from Architect's compensation on account of cost of changes in the Work, except those for which Architect "has been adjudged to be liable. " |
The "changes " found in the B151-1997, as described above, are likewise found in the B141-1997 (i.e., under differently numbered Articles and Paragraphs). Those changes do not appear to be the sources of greatest con-cern to design professionals. There are, how-ever, significant additional changes found in the B141-1997 which do appear to have a greater potential impact on the Architect's practice. Depending on one's point of view, those potential impacts can be perceived in a positive or in a negative light. The more significant changes found in the "Standard " B141-1997, which are not included in the B151-1997, are outlined in the following chart.
An overall comparison of the 1997 versions of the B141 and B151 documents can be made from a review of the chart below. In the first two columns, all significant changes or additions found in the "new " B141 are listed and briefly described. In the third column, reference is made to the paragraph, if any, in the B151 where the corresponding change is found. Similarly, if the substantive change is carried into the C141, the fourth column shows where the new language relating to that change can be found in that contract. If there is no cross reference shown on the chart for the B151 or the C141, then the indicated change is unique to the B141.
| B141 |
|
B151 |
C141 |
| Article 1.1 Initial Information |
| 1.1.1 |
Agreement based on information and assumptions in Article 1.1. |
|
|
| 1.1.2 |
Establishes fundamental information about Project. |
|
|
| 1.1.3 |
Identification of designated representatives. |
|
|
| 1.1.6 |
Information in Article 1.1 may be relied upon in determining Architect's compensation; changes in information may result in adjustments in schedule, compensation, and Change in Services. |
|
|
| Article 1.2 Responsibilities of the Parties |
| 1.2.2.1 |
Owner must provide full information regarding requirements for, and limitations on the Project; must also provide certain information concerning lien rights within 15 days after receipt of written request. |
4.1 |
6.1 |
| 1.2.2.2 |
Owner will not significantly increase or decrease budget or contingency amounts without agreement of Architect to corresponding change in Project scope and quality. |
|
|
| 1.2.2.7 |
Owner must provide written notice to Architect of errors, omissions, or inconsistencies in Instruments of Service. |
|
|
| 1.2.3.1 |
Scope of Architect's services will be set forth in Article 1.4. |
|
|
| 1.2.3.2 |
Architect must submit schedule for performance of services (without Owner request). |
1.2 |
|
| 1.2.3.3 |
Architect's Designated Representative is authorized to act on Architect's behalf. |
1.3 |
3.1.2 |
| 1.2.3.4 |
Architect must maintain confidentiality of designated information. Architect must require similar agreements from consultants. |
|
3.1.8 |
| 1.2.3.5 |
Architect will not, without Owner's knowledge or consent, do anything that would reasonably appear to compromise the Architect's professional judgment. |
|
3.1.9 |
| 1.2.3.6 |
Architect must review laws, codes, and regulations applicable to services and design Project in accordance with require-ments imposed by governmental authorities. |
|
|
| 1.2.3.7 |
Architect may rely on the accuracy and completeness of services and information furnished by Owner and will provide written notice to owner if and when Architect becomes aware of errors, omissions, or inconsistencies in such services or information. |
|
6.7 |
| Article 1.3 Terms and Conditions |
| 1.3.1 |
Introduces "Cost of the Work, " to replace "Construction Cost. " |
|
7.1.1 |
| 1.3.1.2 |
"Cost Of The Work " includes management or supervision of construction or installation provided by separate construction manager or contractor. |
5.1.2 |
7.1.2 |
| 1.3.2 |
Introduces "Instruments Of Service, " to replace "Drawings and Specifications and Other Documents. " |
6.1 |
8.1 |
| 1.3.2.1 |
Documents "in electronic form " are included. |
6.1 |
8.1 |
| 1.3.2.2 |
Architect grants Owner license to reproduce Instruments of Service for construction, use, and maintenance of Project; subject to Owner's compliance with all contractual obligations; Architect must obtain similar licenses from consultants; licenses terminated by termination of Agreement; upon termi-nation, Owner prohibited from making reproductions and must return originals and reproductions; if Architect adjudged in default, original license is deemed terminated and replaced by second license permitting Owner to authorize other design professionals to reproduce and change Instruments of Service for completion, use, and maintenance of Project. |
6.2 |
8.2 |
| 1.3.2.3 |
Owner will not assign or otherwise transfer license without written agreement of Architect; Owner cannot use Instruments of Service for future additions or alterations to this or other Projects without prior written agreement; any unauthorized use is at Owner's risk and without liability to Architect. |
6.3 |
8.3 |
| 1.3.2.4 |
Prior to exchange of documents in electronic format or other electronic data, a separate written agreement will set forth conditions. |
6.4 |
8.4 |
| 1.3.3 |
Introduces "Change in Services, " to replace "Additional Services. " |
|
5.1 |
| 1.3.3.1 |
Change in Services can result from mutual agreement in writing, circumstances beyond Architect's control, or if services are affected as described in Paragraph 1.3.3.2; in absence of mutual agreement in writing, Architect must notify Owner prior to providing such services; except for change due to the fault of Architect, Change in Services will entitle Architect to adjustment in compensation and reimbursable expenses. |
|
5.1.1 |
| 1.3.3.2 |
If listed circumstances affect Architect's services, Architect is entitled to appropriate adjustment in schedule and compensation; the only circumstance not in 1987 B-141 is "change in the information contained in Article 1.1. " |
|
5.1.2 |
| 1.3.4.1 |
Mediation is condition precedent to arbitration or litigation. |
7.1.1 |
9.1.1 |
| 1.3.4.2 |
Mediation will be in accordance with Mediation Rules of American Arbitration Association. |
7.1.2 |
9.1.2 |
| 1.3.4.3 |
Parties will split mediation expenses. |
7.1.3 |
9.1.3 |
| 1.3.5.1 |
Arbitration clause incorporates initial requirement of mediation. |
7.2.1 |
9.2.1 |
| 1.3.6 |
Owner and Architect waive claims for consequential damages; Architect must obtain similar waivers from consultants. |
7.3 |
9.3 |
| 1.3.7.3 |
Statutes of limitations will commence to run no later than date Architect's services are substantially completed. |
9.3 |
11.3 |
| 1.3.7.7 |
Architect will have access to completed Project for promotional materials. |
9.9 |
|
| 1.3.7.8 |
Architect not required to execute certificates that require responsibilities beyond scope of Agreement. |
9.10 |
|
| 1.3.7.9 |
Owner may assign Agreement to institutional lender financing Project, provided lender assumes rights and obligations. |
9.5 |
|
| 1.3.8.5 |
Owner may terminate for convenience and without cause. |
8.5 |
10.6 |
| 1.3.8.6 |
If termination not the fault of Architect, Architect will be compensated for services performed prior to termination, plus Reimbursable Expenses and Termination Expenses. |
8.6 |
10.7 |
| 1.3.8.7 |
"Termination Expenses " are in addition to compensation for services, and include expenses directly attributable, plus Architect's anticipated profit on value of services not performed. |
8.7 |
10.8 |
| 1.3.9.1 |
No deduction from Architect's compensation for cost of changes in the Work, unless Architect "has been adjudged to be liable. " |
10.5 |
|
| 1.3.9.2 |
"Reimbursable Expenses " include cost of professional liability insurance dedicated exclusively to Project. |
10.2.1 |
12.6.1 |
| Article 1.4 Scope of Services and Other Specific Terms and Conditions |
| 1.4.1 |
Enumerates documents comprising Agreement Owner and Architect. |
|
|
| Article 1.5 Compensation |
| 1.5.1 |
Space to specify how compensation will be computed. |
|
|
| 1.5.2 |
Space to establish calculation of adjustments to compensation. |
|
|
| 1.5.3 |
Space for computation of compensation for Architect's consultants, in event of Change in Services. |
|
|
| 1.5.5 |
Space to identify any "Reimbursable Expense " not listed specifically in Paragraph 1.3.9.2. |
|
|
| 1.5.6 |
Specified rates and multiples for services shall be adjusted in accordance with Architect's or consultant's normal salary review practices. |
|
|
| 1.5.9 |
Space for fill-in-blank agreement of months for completion of Architect's services, after which an extension of services will be compensated (assuming the delay was not the fault of Architect). |
|
|
| Article 2.1 Project Administration Services |
| 2.1.1 |
Architect will consult with Owner, research design criteria, attend Project meetings, communicate with Project team, and issue progress reports. |
|
|
| 2.1.2 |
Architect will prepare and update a "Project Schedule. " |
|
|
| 2.1.3 |
Architect will consider various, specified items in developing design. |
|
|
| 2.1.4 |
Architect will, upon Owner's request, make presentation on design of Project. |
|
|
| 2.1.5 |
Architect must submit design documents to Owner, at intervals appropriate to design process, for evaluation and approval. |
|
|
| 2.1.7.1 |
Architect will prepare preliminary estimate of Cost of the Work based on area, volume, etc.; Architect will update and refine preliminary estimate and advise Owner of adjustments; if estimates exceed budget, Architect will make recommendations to Owner to adjust Project's size, quality, or budget and Owner will cooperate. |
|
3.2.1 |
| 2.1.7.3 |
In preparing estimates for Cost of the Work, Architect may: include various contingencies; determine matters relating to the elements of construction; make adjustments in scope of Project; and include alternate bids needed to adjust estimated Cost of the Work to meet budget. |
|
3.2.3 |
| 2.1.7.4 |
Budget for Cost of the Work will be adjusted if bidding or negotiation is not commenced within 90 days after Architect submits Construction Documents. |
|
3.2.4 |
| 2.1.7.5 |
If budget for Cost of Work is exceeded by lowest bid or negotiated proposal, Owner will have four options: increase budget; authorize rebidding or renegotiate Construction Contract; terminate Agreement; or revise scope and quality to reduce Cost of Work. |
|
3.2.5 |
| 2.1.7.6 |
If Owner chooses to revise Project scope and quality to reduce Cost of Work, Architect will modify documents, without additional compensation, to bring bids or proposals within budget; modification will be limit of Architect's responsibility. |
|
3.2.5 |
| Article 2.2 Supporting Services |
| 2.2 |
Essentially repeats many requirements previously designated as "Owner's Responsibilities " in Article 4 of 1987 B141. |
|
|
| Article 2.3 Evaluation and Planning Services |
| 2.3.1 |
Architect must provide preliminary evaluation of information furnished by Owner, ascertain it is consistent with Project requirements, and notify Owner of other information or con-sultant services needed for the Project. |
|
|
| 2.3.2 |
Architect must provide preliminary evaluation of site based upon information provided by Owner. |
|
|
| 2.3.3 |
Architect must review Owner's proposed method of contract-ing for construction services and notify Owner of anticipated impacts on program, financial and time requirements, and scope of Project. |
|
|
| Article 2.4 Design Services |
| 2.4.2.1 |
Schematic Design Documents will include: establishment of conceptual design illustrating scale and relationship of Project components; conceptual site plan; preliminary building plans, sections, and elevations; and preliminary selections of major building systems and construction materials. |
|
|
| 2.4.3.1 |
Design Development Documents will: illustrate and describe refinement of design, establish scope, etc., by means of plans, sections, elevations, typical construction details and equip-~ment layouts; and include specifications that identify major materials and systems and establish their quality levels. |
|
|
| 2.4.4.1 |
Architect will provide Construction Documents based on updated budget for Cost of the Work; documents will set forth requirements for construction. |
|
|
| 2.4.4.2 |
Architect must assist Owner in development and preparation of bidding and procurement information, and compile Project Manual that includes Conditions of the Contract for Construction and Specifications, and may include bidding requirements and sample forms. |
|
|
| Article 2.5 Construction Procurement Services |
| 2.5.2 |
Architect will assist Owner in establishing list of prospective bidders and contractors. |
|
|
| 2.5.3 |
Architect will assist Owner in bid validation or proposal evaluation, and in determination of successful bid or proposal; if requested by Owner, Architect will notify prospective bidders or contractors of bid or proposal results. |
|
|
| 2.5.4.2 |
If requested, Architect will arrange for procuring reproduction of Bidding Documents for distribution to bidders. |
|
|
| 2.5.4.3 |
If requested, Architect will: distribute Bidding Documents to prospective bidders, maintain log of distribution, retrieval, and amounts of deposits received from and returned to bidders. |
|
|
| 2.5.4.4 |
Architect will consider requests for substitutions, if permitted by documents, and prepare and distribute addenda identifying approved substitutions. |
|
|
| 2.5.4.5 |
Architect must participate in, or organize and conduct, pre-bid conference for bidders. |
|
|
| 2.5.4.6 |
Architect must prepare responses to questions from bidders and provide clarifications and interpretations of Bidding Documents. |
|
|
| 2.5.4.7 |
Architect must participate in, or organize and conduct, the opening of bids and document and distribute bidding results. |
|
|
| 2.5.5.2 |
Architect must arrange for reproduction of proposal documents for distribution to prospective Contractors. |
|
|
| 2.5.5.3 |
If requested, Architect will organize and participate in selec-tion interviews with prospective Contractors. |
|
|
| 2.5.5.4 |
Architect will consider requests for substitutions, if permitted by Proposal Documents, and prepare and distribute addenda to all prospective contractors identifying approved substitutions. |
|
|
| 2.5.5.5 |
If requested, Architect will assist Owner during negotiations with prospective contractors and prepare summary report of negotiation results. |
|
|
| Article 2.6 Contract Administration Services |
| 2.6.1.1 |
Architect will provide administration under A201; modifications to General Conditions enforceable only to extent consistent with this Agreement or approved in writing by Architect. |
2.6.2 |
|
| 2.6.1.2 |
Responsibility to provide Contract Administration Services terminates upon issuance of final Certificate for Payment; Architect entitled to Change in Services if/when Contract Administration Services extend 60 days after date of Substantial Completion. |
|
|
| 2.6.1.5 |
Architect will review properly prepared, timely RFI's from Contractor about Contract Documents; request will be in form approved by Architect and will include detailed written statement. |
|
|
| 2.6.1.6 |
If appropriate, Architect can prepare supplemental Drawings and Specifications in response to RFI's. |
|
|
| 2.6.2 |
Introduces term "Evaluation " in place of "Observation. " |
|
|
| 2.6.2.1 |
Architect will visit site at intervals appropriate to stage of Contractor's operations, or as agreed in Article 2.8. |
|
|
| 2.6.2.2 |
Architect will report known deviations from Contract Documents and from most recent schedule submitted by Contractor. |
2.6.6 |
4.5.4 |
| 2.6.2.4 |
Owner shall endeavor to communicate with Contractor through Architect. |
2.6.8 |
|
| 2.6.3.3 |
Architect must maintain record of Contractor's Applications for Payment. |
|
|
| 2.6.4.2 |
Architect must maintain record of submittals and copies of submittals supplied by Contractor. |
|
|
| 2.6.4.3 |
If Contract Documents require Contractor to provide design services or certifications by design professionals, Architect will specify performance and design criteria; shop drawings designed by design professionals retained by Contractor will bear such other professional's written approval when submitted; Architect entitled to rely on services, certifications, or approvals performed by such other design professionals. |
2.6.12 |
4.5.12 |
| 2.6.5.1 |
Architect will prepare necessary Drawings and Specifications to describe any changes in Work. |
|
|
| 2.6.5.2 |
Architect will review properly prepared, timely requests by Owner or Contractor for changes in Work, request will be accompanied by supporting data and information to permit Architect to make determination without extensive investigation or preparation of additional drawings or specifications; if Architect determines change is not materially different from requirements of Contract Documents, Architect may issue order for minor change in Work or recommend change be denied. |
|
|
| 2.6.5.3 |
If Architect determines requested change may cause adjust-ment in Contract Time or Contract Sum, Architect should notify Owner, who may authorize further investigation; Architect will estimate additional cost/time resulting from change, with Owner's approval, and Architect will incorporate estimates into a Change Order or other documents for Owner's execution and negotiation with Contractor. |
|
|
| 2.6.5.4 |
Architect must maintain records concerning changes in Work. |
|
|
| 2.6.6.1 |
Architect will issue final Certificate for Payment, based upon final inspection, indicating Work complies with Contract Documents. |
2.6.14 |
|
| 2.6.6.2 |
Architect's inspection should be conducted with Owner's designated representative to check conformance to Contract Documents and verify accuracy of Contractor's list of work to be completed or corrected. |
|
|
| 2.6.6.3 |
When Work is substantially complete, Architect will inform Owner of Contract Sum remaining to be paid to Contractor, including amounts for final completion or correction of Work. |
|
|
| 2.6.6.4 |
Architect will receive from Contractor and forward to Owner: consent of sureties to reduction/release of retainage or final payment; and affidavits, receipts, releases, and waivers of liens or bonds. |
|
|
| Article 2.7 Facility Operations Services |
| 2.7.1 |
Architect will meet with Owner after Substantial Completion to review need for facility operation services. |
|
|
| 2.7.2 |
Upon request, and within one year of Substantial Completion, Architect will meet with Owner to review facility operations and performance and make appropriate recommendations. |
|
|
| Article 2.8 Schedule of Services |
| 2.8.1 |
Parties agree on number of times Architect must: review each submittal; visit site during construction; inspect Work for substantial completion and/or final completion; services beyond agreed numbers will be Change in Services. |
|
|
| 2.8.2 |
Eight categories are specified which will be provided as Change in Services; categories not listed in 1987 B141 include: review of submittals out of sequence from submittal schedule and responses to RFI's where information is available to Contractor. |
|
|
| 2.8.3 |
Fill-in-blank chart for parties to specify additional services to be provided by Architect (for cross-reference, see Paragraph 2.2.1). |
|
|
| Article 2.9 Modifications |
| 2.9.1 |
Space for Parties to identify and itemize modifications to Standard Form of Architect Services. |
|
|
| B141 |
|
B151 |
C141 |
Each of the "new " Owner/Architect agreements presents its own set of opportunities and challenges. Until the design professional becomes sufficiently familiar and comfortable with the more dramatic changes presented by the B141-1997, the B151-1997 might make an attractive alternative.
