Best Practices
The Interiors Family of AIA Contract Documents®

by Suzanne H. Harness, Esq., AIA, and Kenneth W. Cobleigh, Esq.

Summary: As a busy architect providing architectural interior design services, you may not be aware that the AIA completely revised the Interiors Family of AIA Contract Documents in 2003. The 2003 documents streamline the family from seven documents to five and clearly distinguish between architectural services for interior construction and those for the design and procurement of furniture, furnishings, and equipment (FF&E). The new family provides an agreement between the architect and owner when the architect performs design and contract administration services for interior construction as well as for FF&E design and procurement, and a different agreement when the architect is performing only services for FF&E. The family also provides an agreement, including general conditions, between the owner and FF&E vendor, and an invitation and instructions for quotations.

Issues regarding the interpretation and enforcement of design and construction contracts are normally resolved through application of the common law, as it has developed through case precedents in a particular jurisdiction. Other types of commercial transactions, including the “sale of goods,” are governed by the Uniform Commercial Code (UCC). The UCC is a standardized statutory scheme that provides a legal framework for many commercial transactions. Among other things, the UCC provides rules for resolving conflicts among the multiple purchase contracts the parties may have exchanged, and supplies specific contractual terms and conditions when the parties’ written agreement is otherwise silent. Virtually every state has adopted the UCC, although a few states have added state-specific modifications. The procurement of FF&E constitutes the “sale of goods” and is, therefore, governed by the UCC. For that reason, the AIA drafted the 2003 interiors documents to coordinate with the concepts and requirements of the UCC.

In some instances, the generalized terms the UCC supplies do not adequately address the realities of an interiors project. The 2003 Interiors Family remedies those situations by providing specific terms, on point. For example, under the UCC, in the absence of a contractual provision to the contrary, goods may be deemed “accepted” if the “buyer” does not “reject” them within a “reasonable time after their delivery or tender.” Establishing a “reasonable time” for rejection may be difficult on projects involving multiple deliveries of large quantities of FF&E, that is then stored for some time before installation. To remedy that difficulty, the 2003 Interiors Family provides a specific process for delivery, inspection, installation and then, acceptance or rejection. This process provides for the owner to conduct a preliminary inspection of the FF&E upon delivery for the purpose of verifying delivery, including quantities. The owner’s preliminary inspection does not, however, constitute acceptance of, taking charge over, or taking control of the FF&E. When the FF&E installation is complete, the owner, with the assistance of the architect, conducts an “acceptance inspection.” The architect may assist the owner and recommend that the owner accept or reject the FF&E; however, the ultimate responsibility for inspection, acceptance or rejection rests with the owner, as the buyer of goods under the UCC.

B171™ID-2003, Standard Form of Agreement Between Owner and Architect for Architectural Interior Design Services, is the agreement intended for use when the architect will provide design services for interior architecture as well as services for the design and procurement of FF&E. The agreement can be used, for example, when the architect will assist the owner (lessee, in the case of rented space) with build-out and furnishing of a building shell. B171™ID-2003 divides the architect’s services into eight phases: Programming, Pre-lease Analysis and Feasibility Services, Schematic Design, Design Development, Contract Documents, Bidding and Quotation, Construction Contract Administration, and FF&E Contract Administration. Because this agreement involves services related to construction activities and also to FF&E acceptance and installation, the architect’s contract administration services are included in both A201™-1997, General Conditions of the Contract for Construction, and A275™ID-2003, General Conditions of the Contract for Furniture, Furnishings and Equipment. B171 ID-2003 incorporates both of those documents by reference.

The remaining four documents in the 2003 family are specifically targeted to the design and purchase of FF&E. These four documents include an agreement for the design and procurement of FF&E, instructions to vendors quoting on FF&E, and an agreement between the owner and vendor for the purchase and installation of FF&E. The above-mentioned A275™ID-2003, provides the general conditions for the owner-vendor agreement.

When the architect is providing services for FF&E design and procurement, but not for interior construction, B175™ID-2003, Standard Form of Agreement Between Owner and Architect for Furniture, Furnishings and Equipment Design Services, may be used. In B175™ID-2003, the architect’s contract administration services are included only in the general conditions document A275-2003. B175-2003 divides the architect’s services into six phases: Programming, Schematic Design, Design Development, Contract Documents, Quotation, and FF&E Contract Administration.

A775™ID-2003, Invitation and Instructions For Quotations for Furniture, Furnishings and Equipment, is a two-part document for use in soliciting quotations for FF&E. The first part of the document, Invitation for Quotes, provides basic information about the project, the owner, the architect, the documents used to obtain the quotation, called the Quotation Documents, as well as the date, time, place, and method for receiving quotations. The second part of the document, Instructions for Quotations, provides definitions of contract terms, detail about the procedures for preparing and considering quotations, and the owner’s rights with respect to vendor selection. The instructions advise prospective vendors that, unless the Quotation Documents provide otherwise, the agreement for the work will be AIA Document A175™ID-2003, Standard Form of Agreement Between Owner and Vendor for Furniture, Furnishings and Equipment.

A175™ID-2003 serves as the contract between the owner and the FF&E vendor where the basis of payment is a stipulated sum. Like B171-2003 and B175-2003, this document adopts by reference and is intended for use with the general conditions document, A275-2003. A275-2003 sets forth the duties of the owner, architect and FF&E vendor in the FF&E procurement in much the same way that A201™-1997 sets forth the duties of the owner, architect, and general contractor in a typical construction project. However, as noted above, A275-2003 was drafted to recognize the commercial standards set forth in the UCC, and it utilizes certain standard UCC terms and definitions.

To account for the fact that the architect may be retained to design a building’s core and shell and much later retained to provide design services for the building’s interior, the AIA added in 2005 two scope of services documents for the design of interiors projects: B252™-2005, Standard Form of Architect’s Services: Architectural Interior Design, and B253™-2005, Standard Form of Architect’s Services: Furniture, Furnishings and Equipment Design. The scope of services in B252™-2005 is substantially similar to the services described in B171-2003, and the scope of services in B253™-2005 is substantially similar to the services described in the B175-2003. Since B252-2005 and B253-2005 are scope of services documents only, they cannot be used as stand-alone owner-architect agreements. The scope of services documents can be incorporated into the owner-architect agreement either as the architect’s sole scope of services or in conjunction with other scope of services documents, or they can be attached to the G606™-2000, Amendment to the Professional Services Agreement, to create a modification to any existing owner-architect agreement.

The documents in the AIA’s 2003 Interiors Family, and the 2005 scope documents, B252-2005 and B253-2005, are well suited for projects where the architect will provide architectural interior design and/or participate in the selection, procurement, and delivery of FF&E. These documents outline a phased process for designing interior spaces and describe a number of services the architect will provide. The level of detail set forth in these documents helps to ensure that the owner and architect will address the major issues associated with these types of projects in a fair and balanced way. At the same time, as with all AIA Contract Documents, the AIA’s interiors documents can be modified easily, as may be necessary to meet the particular needs of a project.