Building and renovating commercial and industrial buildings can be a complicated process involving several phases, multiple contractors, expensive materials and a number of delivery and completion dates. In each phase there are shifts in who is responsible for doing what and who bears what legal liabilities.

The result: the contracts between an architect and a developer or organization are very complicated. Very large organizations and the government have customized contracts they ask architects to use, but most businesses will typically rely on standard documents from the American Institute of Architects.

AIA has 40 types of owner-architect agreements, updated every 10 years after extensive input from owners, contractors, attorneys, architects and engineers. The various agreements cover such situations as historic preservation, seeking "green" certification and projects of limited scope, for example. Each agreement spells out the responsibilities of both the owner and the architect, methods of payment and options for resolving disputes. Owners and architects can combine the various agreements into their master contracts.

The latest update to the AIA contract documents came out late last year. Major changes include:

• Requiring architects to consider environmentally responsible design.

• Removing a mandatory arbitration clause.

• Clarifying who will pay for additional insurance that the owner requires.

The standard contracts leave room for negotiation, which can reduce the legal and administrative costs of the project.

-- Phil Hundley, DRS Architects, phil_hundley@drsarchitects.com

Employees are now going to be able to put a little bit more money into their health-care savings accounts (HSA), which should give a boost to this relatively new way for employers and employees to manage the cost of health care.

An HSA enables employees to pay for their shares of health care with pretax dollars and is typically offered in conjunction with a low-premium, high-deductible health-care policy. Employees can save money in the HSA tax free and draw it out anytime they want to pay for the premium, deductibles, co-pays or other medial costs. Unlike a flexible spending account (FSA), employees don't have to spend what they put into an HSA by the end of the year, but can let it accumulate for future medical needs.

For the past few years, the Internal Revenue Service has been gradually raising maximum contributions for HSAs, and 2009 will be no different. The IRS recently announced that for the 2009 tax year, individuals will be able to contribute $3,000 a year into an HSA, up from the current $2,900, while families can contribute $5,800, up from the current $5,650. The catch-up contributions for people 55 or older is also going up, too, from the current $900 to $1,000.

The minimum deductible for a health-care insurance plan to qualify for an HSA also is going up, to $1,150 for an individual and $2,300 for a family.

While the 2009 raises may seem minuscule, over time the cumulative effect of the annual creep in maximum contributions allowed by the IRS is helping both employers and employees to contain health-care costs.

-- Stephanie Bernaciak-Massaro, UnitedHealthcare, svbernaciak@uhc.com

A buy-sell agreement is a contract between business partners that describes the framework for transferring ownership of the business. A buy-sell agreement is important for all businesses, and particularly for businesses owned by baby boomers, most of whom will probably be retiring within the next 10 years.

The buy-sell agreement is a "last will and testament" for business partners that determines the process for transferring ownership if the partners want to split or if one partner dies, retires, becomes disabled, is divorced or just wants out. The agreement should address not only the events that trigger a transfer of ownership, but also the method for valuing the company.

Partners often don't think about how they will fund the purchase of the business under the agreement. Neither partner may have enough money to satisfy the obligation to buy the business. To make sure there is money to enable the business to be purchased by a partner, the partners should consider funding buy-sell obligations with life insurance.

Finally, a business owner shouldn't assume that a one-size-fits-all buy-sell agreement exists. Every business situation is different. For example, the terms of a buy-sell agreement between unrelated business partners may be significantly different than the terms of a buy-sell agreement between family members. Tax issues also may play an important role in structuring a buy-sell agreement.

-- Carl Staiger, Meyer Unkovic & Scott, cfs@muslaw.com