On June 13, 2019, Design and construction attorney Jeremy Baker co-presented with Berkley Design Professional’s Senior Vice President and Chief Risk Management Officer Andrew Mendelson, FAIA, a review of AIA Document A201™-2017, General Conditions of the Contract for Construction, and discussed the essential information that design professionals need to understand in order to administer the construction project in compliance with the requirements for health, safety, and welfare of the project constituents, project owner and the general public.

1. Click to edit Master title
style
Understanding AIA Document A201™-2017
GENERAL CONDITIONS OF THE CONTRACT FOR CONSTRUCTION

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4. © 2019 Berkley Design Professional 4
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Information provided by Berkley Design Professional and Schiff Hardin is for
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Practice management recommendations should be carefully reviewed and
adapted for the particular project requirements, firm standards and
protocols established by the design professional.
Legal Notices

5. Presented by
5
Andrew D. Mendelson, FAIA
SVP, Chief Risk Management Officer
Berkley Design Professional
• Licensed architect with 36+ years in
practice
• PM, Market Leader, Contract Officer, CFO,
Director of Practice Management
• Member of the AIA Documents Committee
2003-2017 and LFRT Legal Committee
2000-2010, ACEC Risk Management
Committee
• Risk Management Education from the
practitioner’s perspective

6. Presented by
Jeremy S. Baker
Partner, Construction Law Group
Schiff Hardin LLP
• Represents design professionals, owners,
developers, and contractors in all aspects
of design and construction
• Jeremy’s practice involves project
structuring across many project delivery
methods, plus contract review and
negotiation
• Has prosecuted and defended lawsuits in
well over 30 state and federal court venues
– but he prefers to resolve disputes using
cost-efficient alternative dispute resolution 6

7. Webinar Agenda
7
A201™ Document Family
Architect’s Duties and Responsibilities
Contractor’s Duties and Responsibilities

8. • Most widely used contract form
• Likely very important until 2027
• 309 mentions of “Architect”
• CA is a major source of fees
• Some groups seek to diminish
the Architect’s role in CA
8
A201™-2017: Why Architects Should Care

9. • Standard form
documents since 1888
(129 years)
• Evolved to reflect practices
in the construction industry
• Substantial volume of
interpretive case law
(AIA Legal Citator)
• Major agreements revised on
10-year cycle
• Now, nearly 200 agreements
and forms
History

10. • The Industry Standard
• Fair and balanced
• Balancing competing
interests
• Put risk where it is best
managed
Objectives

11. Incorporate
Legal
Decisions
Seek
Industry
Comments
Investigate
Impact
Draft and
Revise
Documents
Solicit and
Review
Feedback
Finalize
and
Publish
Drafting Process
01 02 03 05 0604
11

12. A201™ Document Family
Section 1

13. A201 “Family” of Documents
Consultant(s) Subcontractor(s)
A310
A312
A401C401
Owner ContractorArchitect
A101
A102
A103
A104*
B101
B103
B104*
Surety
A201 General Conditions
13

14. Construction Management Delivery:
Construction Manager as Constructor (CMc)
Construction Manager at Risk (CMAR)
A201 General Conditions
A133
A134
Architect
Consultant(s)
C401 A401
CMc
Subcontractor(s)
Owner
B133
14

15. A201 Design-Build Family
Consultant(s) Subcontractor(s)
C141
A441C441
Design-Builder ContractorArchitect
A141
A142
B143
Owner
15
Consultant(s)

16. Selecting the Correct Agreement
16
Project
Type
Project
Team
Client
Type
Delivery
Method
Scope/
Complexity

17. Project Risk Tolerance and Complexity
Balance project complexity and need for contract protection
A105
A104
A101
A102
A103
ComplexityandRisk
Owner-Contractor
Agreements
B105
B104
Owner-Architect
Agreements
17
B101
B103

18. A201 Family Owner-Architect Agreements
B101: Standard Form + A201
B102: Without a Predefined Scope Services (n/a)
B103: Complex Project + A201
B104: Abbreviated Form (A201-like content embedded)
B105: Short Form (n/a)
B106: Pro Bono Services + A201
B107: Developer-Builder for Prototype(s) for Single Family Residential (n/a)
B108: Federally Funded or Federally Insured Project + A201
B109: Multi-Family Residential or Mixed Use Residential Project + A201
B121: Master Agreement (n/a)
B132: Construction Manager as Advisor Edition (n/a)
B133: Construction Manager as Constructor Edition + A201
B143: Design-Builder and Architect (n/a)
B152: Interior Design Services + A201 18

19. B101 Section 3.6.1.2
Construction Phase
Services:
“The Architect shall not have
control over, charge of, or
responsibility for the
construction means, methods,
techniques, sequences or
procedures, for safety
precautions and programs in
connection with the Work…”
A201 Section 4.2.2
Administration of the
Contract:
“…The Architect will not have
control over, charge of, or
responsibility for the
construction means, methods,
techniques, sequences or
procedures, or for the safety
precautions and programs in
connection with the Work…”
Cross Provision Language – Examples
19

20. Contract Documents
Supplemental
Conditions
for Construction
Construction
Change Directive
Specifications
Addenda
A201
General
Conditions
Change Orders
Drawings
OWNER
CONTRACTOR
AGREEMENT
20

21. B101 Section 3.6
Construction Phase
Services:
B101 § 3.6.1.1: “The
Architect shall provide
administration of the
Contract...as set forth
below and in AIA
Document A201–2017…”
A201 Section 4.2.1
Administration of the
Contract:
“The Architect will
provide administration of
the Contract as
described in the Contract
Documents…”
Cross Provision Language – Examples
21

22. 22
What if the Owner and Contractor Modify A201?
If the Owner and
Contractor modify the
A201…
“those modifications
shall not affect the
Architect’s services
unless the Owner and
the Architect amend
this Agreement [B101].”
B101™-2017 § 3.6.1.1.

23. Architect’s Duties and Responsibilities
Section 2

24. Architect’s Basic Services in B101™-2017
Basic Services:
• Clear definition of Architect’s traditional services
• What any architect could be expected to do on any
design project
• Includes normal structural, mechanical, electrical
engineering
24

25. Architect’s Basic Services
Traditional 5 phases of services:
1. Schematic Design Phase
2. Design Development Phase
3. Construction Documents Phase
4. Bidding and Negotiation Phase
5. Construction Phase
↖ our focus today = CA
Schematic Design
Phase
Design
Development
Phase
Construction
Documents Phase
Bidding and
Negotiating Phase
Construction
Phase
25

26. Assumes Architect will Provide CA Services
B101 Section 3.6
Construction Phase Service:
B101 § 3.6.1.1: “The Architect shall provide
administration of the Contract...as set forth below
and in AIA Document A201™-2017…”
26

27. • Article 1 General Provisions
• Article 2 Owner
• Article 3 Contractor
• Article 4 Architect
• Article 5 Subcontractors
• Article 6 Construction by
Owner or by Separate
Contractors
• Article 7 Changes in the
Work
• Article 8 Time
• Article 9 Payments and
Completion
• Article 10 Protection of
Persons and Property
• Article 11 Insurance and
Bonds
• Article 12 Uncovering and
Correction of Work
• Article 13 Miscellaneous
Provisions
• Article 14 Termination or
Suspension of the Contract
• Article 15 Claims and
Disputes
A201™-2017 Review
27

28. Architect Responsibilities in A201
• Architect is not the Owner’s general agent
• Architect may act on behalf of the Owner only to
the extent provided in Contract Documents
• Architect’s duties and authority may not be
changed without written consent of the Owner,
Contractor, and Architect
• AIA ethical code requires that architects act
impartially
28

29. A201™-2017 § 4.2.2:
• Performed at intervals
appropriate for stage of
construction unless otherwise
agreed with Owner
B101™-2017 § 3.6.2.1, 4.2.3:
• Identical language re: site visit
intervals, but the number of site
visits included in basic services
may be capped.
Site Visits
29

30. A201™-2017 § 4.2.2:
• Become generally familiar
with and keep Owner
informed about progress
and quality of Work
• Determine, in general, if
Work is being performed in
a manner indicating that the
Work, when completed, will
be in accordance with the
Contract Documents
• No charge over safety,
unless you assume it
Site Visits (Continued)
30

31. A201™-2017 § 4.2.3:
In addition to keeping the
Owner “reasonably informed”
about the progress and
quality of the Work, the
Architect must report to the
Owner:
• Known deviations from
the Contract Documents
and from the most
recent construction
schedule
• Defects and deficiencies
observed in the Work.
Site Visits (Continued)
31

32. Reviews and Inspections
• Reject non-conforming Work and order tests
(A201 § 4.2.6)
• Conduct inspections to determine substantial
completion and final completion dates
(A201 § 4.2.9)
32

33. Interpretations
• § 4.2.11: on written request, the Architect shall
interpret and decide matters concerning
performance under and requirements of Contract
Documents
• § 4.2.12: when making interpretations or decisions,
Architect must endeavor to secure faithful
performance by both Owner and Contractor; will
not show partiality to either
Not liable for results of interpretations or decisions
rendered in good faith (unless you breach your contract or
standard of care)
33

34. Requests for Information (RFIs)
A201 § 4.2.14
• Architect shall review and respond to RFIs about the
Contract Documents. Responses will be provided in writing
and within the time limits agreed upon or otherwise with
reasonable promptness
B101 § 4.2.2.2
• If the Architect responds to an RFI not prepared in
accordance with the requirements of the Contract
Documents or to an RFI where such information is available
from careful review of the Contract Documents, the
Architect is entitled to additional compensation.
34

35. Changes in the Work
• Prepare
• Change Orders
(A201 § 4.2.8 & 7.2)
• Construction Change Directives
(A201 § 4.2.8 & 7.3)
• Order
• minor changes in the Work
(A201 § 4.2.8 & § 7.4)
35

36. Payments
A201 § 4.2.5:
• Review and certify amounts due Contractor and
issue certificates for payment
A201 § 9.4.2:
• Architect’s certificate of payment (G702-1992) is a
representation to the Owner 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
36

37. Payments (Continued)
• The Architect’s issuance of a Certificate for Payment
triggers the Owner’s obligation to pay the
Contractor (A201 § 9.6.1)
• The Owner is required to notify the Architect when
payment is made to the Contractor (A201 § 9.6.1)
37

38. Payments (Continued)
A201 § 9.7
• If the Architect fails to issue a Certificate for
Payment within 7 days of receiving the Contractor’s
Application, the Contractor may provide written
notice to the Architect. If the Contractor does not
receive payment of amounts owed within 7 days of
written notice, Contractor may stop the Work until
it is paid.
• If this happens, the Contract Time shall be adjusted
and the Contract Sum shall be adjusted for costs
the Contractor reasonably incurred during Work
Stoppage.
38

39. Payments (Continued)
A201 § 9.5.1 – Withhold or Nullify Certifications
• Architect may withhold certification to the extent
reasonably necessary to protect the Owner
• Architect may nullify in whole or in part a
Certificate for Payment previously issued to protect
the Owner from loss for which the Contractor is
responsible
• When reasons for withholding/nullifying are
removed a new certification will be issued for the
withheld amounts
39

40. Payments (Continued)
7 Reasons to nullify or withhold certifications:
1. Un-remedied Defective Work;
2. Third party claims filed or reasonable evidence of probable claims
unless security acceptable to the Owner is provided by the Contractor;
3. Contractor’s failure 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. Any 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.
40

41. Concealed or Unknown Conditions
A201 § 3.7.4
• If the Contractor encounters subsurface or
concealed conditions that differ materially from
those indicated in the Contract Documents, the
Contractor must notify the Owner and Architect.
• Architect must conduct a “prompt investigation”
upon receipt of Contractor’s notice and report in
writing on the results.
41

42. Concealed or Unknown Conditions (Continued)
The Architect’s Investigation
• If the Architect determines conditions
• DO differ materially and cause an increase or decrease in
the Contractor’s cost of, or time required for, the Work,
will recommend an equitable adjustment in the Contract
Sum and/or Contract Time.
• DO NOT differ materially and that no change in the
terms of the Contract is justified, the Architect shall
promptly notify the Owner and Contractor in writing,
stating the reasons.
42

43. Initial Decision Maker (IDM)
A201 § 15.2.1
• Unless Owner and Contract otherwise agree, Architect serves
as IDM
• Initial decision by IDM is a condition precedent to mediation of
disputes between Owner and Contractor
B101 § 3.6.2.5
• Unless Owner and Contractor designate another, Architect is
the IDM
• The Architect’s role as IDM is included as a Basic Service
• Assisting IDM (if other than Architect) is an Additional Service
43

44. Initial Decision Maker (IDM) (Continued)
• The IDM is required to review Claims and render a
decision or take other action within 10 days
(A201 § 15.2)
• IDM is required to approve or reject Claims by
written decision
44

45. Submittal Reviews
A201 § 4.2.7
• Architect reviews submittals in accordance with
approved submittal schedule for limited purpose of
checking for conformance with information given
and design concept expressed in the Contract
Documents
• If no submittal schedule:
• Architect reviews with reasonable promptness allowing
sufficient time for adequate review in Architect’s
professional judgment
45

46. Submittal Reviews (Continued)
A201 § 4.2.7
• Review of submittals is not to determine accuracy
and completeness or substantiating installation
instructions for performance of equipment or
systems.
• Review shall not constitute approval of safety
precautions or any constructions means, methods,
techniques, sequences, or procedures.
• The Architect’s approval of a specific item shall not
indicate approval of an assembly of which the item
is a component.
46

47. Submittal Reviews (Continued)
• Contractor shall review required submittals for
compliance with Contract Documents and submit
to Architect. (A201 § 3.12.5)
• Submittal by Contractor represents that it has
• Reviewed and approved them,
• Determined and verified materials, field measurements,
and field construction data (or will do so), and
• Checked and coordinated information contained in
submittal with the requirements of the Work and
Contract Documents. (A201 § 3.12.6)
47

48. Architect not responsible for:
• Contractor’s failure to perform the Work in accordance
with the Contract Documents
(B101 § 3.6.1.2)
• Construction means, methods, techniques, sequences
or procedures, or for the safety precautions and
programs in connection with the work
(B101 § 3.6.1.2)
• The Architect shall not be responsible for an Owner’s
directive or substitution, or for the Owner’s
acceptance of non-conforming Work…
(B101 § 3.1.4)
48

49. Responsibility for Safety
A201 § 3.3.1
• If the Contract Documents give specific instructions
concerning construction means, methods,
techniques, sequences or procedures
• Contractor shall evaluate the jobsite safety thereof
and shall be solely responsible for the jobsite safety
of such means, methods, techniques, sequences, or
procedures
49

50. Responsibility for Safety (Continued)
A201 § 3.3.1 (cont’d)
• If Contractor determines that such means,
methods, techniques, sequences or procedures
may not be safe, the Contractor shall give timely
notice to the Owner and Architect, and shall
propose alternate options.
• The Architect shall evaluate the proposed
alternative solely for conformance with the design
intent for the completed construction.
50

51. Responsibility for Safety (Continued)
A201 § 3.3.1 (cont’d)
• Unless the Architect objects to the Contractor’s
proposed alternative, the Contractor shall perform
the Work using its alternative means, methods,
techniques, sequences, or procedures.
51

52. Quality of Contract Documents
A201™-2017 § 1.2.1
“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
only to the extent consistent with the Contract
Documents and reasonably inferable from them as
being necessary to produce the indicated results.”
52

53. Who is the only
construction project
participant with the
ability to provide the
Owner the information
that will permit the
Owner to meet their
commitments to the
Contractor?
(Please get this right!)
53

54. YOU GUESSED IT . . .
THE ARCHITECT!
54

55. Contractor’s Duties under A201
Section 3

56. 56
Understanding CA Responsibilities
• Traditional Design and Construction
Administration duties:
B101, B103—same
• Understand the A201 for Contractor
duties and obligations:
coordination, quality, scheduling,
submittal schedule, RFI procedure

57. 57
Contractor Responsibilities
• Defined in General Conditions of the Contract for
Construction (AIA A201™-2007)
• Further defined in Division 1 of the Specifications

58. • Article 1 General Provisions
• Article 2 Owner
• Article 3 Contractor
• Article 4 Architect
• Article 5 Subcontractors
• Article 6 Construction by
Owner or by Separate
Contractors
• Article 7 Changes in the
Work
• Article 8 Time
• Article 9 Payments and
Completion
• Article 10 Protection of
Persons and Property
• Article 11 Insurance and
Bonds
• Article 12 Uncovering and
Correction of Work
• Article 13 Miscellaneous
Provisions
• Article 14 Termination or
Suspension of the Contract
• Article 15 Claims and
Disputes
A201™-2017 Contractor Responsibilities
58

59. 59
Contractor Responsibilities
• Qualified and licensed
• Permits, fees, compliance
• Labor, materials, tools
• Supervise and direct the Work
• Communicate with Owner and A/E

60. 60
Contractor Responsibilities
• Read and understand Contract Documents
(complementary)
• Review field conditions and identify issues
• Recommend solutions prior to submitting RFIs (Div 1)

61. 61
Supervision and Construction Procedures
• Site logistics, storage
• Means, methods, techniques, sequences, and
procedures
• Jobsite safety (also Article 10)
• Supervise personnel
• Assure quality of construction

62. Management and Supervision
• Qualified management and
superintendent
• Project coordination (Div 1)
• Mechanical-Electrical work
coordination (Div 1)
62

63. Schedule
• Prepare project construction
schedule
• Update construction progress
schedule
• Conduct project meetings
• Identify change conditions
63

64. Submittals
• Submittal schedule
• Review and approve submittals
prior to transmittal to DP
• Provide engineering certifications
required by specs
• Coordinate with other elements
• Adhere to submittal schedule
64

65. Insurance and Bonds Article 11
65
• Contractor’s Liability Insurance
• CGL, Auto, Workers’ Compensation, Property Damage,
Bodily and Personal Injury
• Certificates of Insurance
• Name Owner, Architect and Architect’s Consultants as
Additional Insured
• Owner’s Insurance: Property, Boiler/Machinery,
Loss of Use
• Waiver of Subrogation
• Performance and Payment Bonds if/as required in
the Contract Documents

66. The New Insurance Exhibit
66
• Form-based format
• Allows flexibility in a
changing insurance market
• Appropriate coverage for
the project
• Appropriate responsibility
to provide the coverage

67. What’s in the Insurance Exhibit?
67
• Substance and specifics of most, but not all, A201
insurance provisions
• Owner’s Insurance
• Contractor’s Insurance
• Optional Extended Property Insurances
• Other Types of Insurance
• Additional Insureds
• Performance and Payment Bonds

68. The New Sustainable Projects Exhibit
E204-2017
68
• One contract exhibit applicable to
• Owner
• Contractor
• Architect (and Consultants)
• Roles and responsibilities of each
project participant for projects
with a sustainable goal

69. AIA Resources

70. © 2019 Berkley Design Professional
Contacts & Resources
AIA Contract Documents – Resources
https://www.aiacontracts.org/learn/
(Filter: Guides, Comparisons, Diagrams,
Commentary, other)
AIA Contract Documents education on AIAU:
aiau.aia.org/aia-contract-documents
Questions about AIA document content:
Email: docinfo@aia.org
Tel.: (202) 626-7526
Questions about ACD5:
Email: docstechsupport@aia.org
Tel.: (800) 942-7732
70

71. To view comparisons
between the 2007/2017
documents, visit:
https://www.aiacontracts.org/cont
ract-doc-pages/67216-2017-aia-
contract-documents
71

72. Questions?
Andrew D. Mendelson, FAIA
Berkley Design Professional
amendelson@berkleydp.com
(312) 340-3475
www.berkleydp.com
Jeremy S. Baker
Schiff Hardin LLP
jbaker@schiffhardin.com
(312) 258-5506
www.schiffhardin.com
Please connect:
https://twitter.com/builderlawyer
https://www.linkedin.com/in/jeremysbaker

73. Attorney Responsible for Content: Jeremy S. Baker
This publication has been prepared for the general information of clients and friends of the firm. It is not intended to
provide legal advice with respect to any specific matter. Under rules applicable to the professional conduct of
attorneys in various jurisdictions, it may be considered attorney advertising material. Prior results do not guarantee a
similar outcome.

74. This concludes The American Institute of Architects
Continuing Education Systems Course
For AIA CES Learning Unit reporting or to obtain a
certificate of completion, please contact:
Risk-Support@BerkleyDP.com
831-293-6248