Instructions: C102™–2015, Standard Form of Teaming Agreement between Team Manager and Team Member for the Purpose of Responding to a Solicitation and Pursuing a Project

Synopsis.

AIA Document C102–2015 is intended to allow multiple or cross-disciplinary parties to form a team to provide services necessary to submit a proposal, in response to a solicitation, for a shared opportunity project. C102–2015 is not limited to use within a single project delivery method and can be used for responses to requests for proposals, design competitions, design-build competitions or public/private partnerships. 

C102 provides that one party will serve as the team manager and that the team manager will enter into separate teaming agreements with each of the team members. For all document details and a record of changes, see the summary  »

 

Using C102–2015.

Cover Page

Date. The date represents the first date as of which the Agreement is entered into. It may be the date that an oral agreement was reached between all parties or the date of actual execution. No services under this Agreement should be performed prior to the date indicated.

Parties. Parties to this Agreement should be identified in the capacity in which the Agreement is to be executed, including the names of the firms and identification of persons signing, the address of the principal office and a designation of the legal status of each party (sole proprietorship, partnership, joint venture, unincorporated association, limited partnership or corporation [general, close or professional], etc.). Where appropriate, a copy of the resolution authorizing the individual to act on behalf of the firm or entity should be attached. Other information may be added, such as telephone numbers and electronic addresses.

Project. The Project that is the subject of the Solicitation should be described in sufficient detail to identify (1) the official name or title of the facility, (2) the address and location of the Project, if known, and (3) a detailed description of the scope of the Project.

Article 2 – Initial Information

§ 2.1 Initial Information is provided in Article 2. The parties should take care to be as explicit and detailed as possible with respect to the relevant Initial Information.

§ 2.3 The parties must identify the scope of services the Team Member will be required to provide under this agreement. Great care should be taken in describing the Team Member’s scope of services so as to clearly delineate responsibilities.

§ 2.5.1 The Solicitation may include certain insurance requirements that the Team must satisfy for the Project. The parties must set forth in Section 2.5.1 the manner in which they will satisfy those requirements and indicate the extent to which each party is obligated to obtain the relevant insurance policies. 

Article 3 – The Team Manager and the Team Member

§ 3.1.7 This section allows the parties to identify whether their relationship will be exclusive or non-exclusive in their pursuit of the Project. In an exclusive relationship, the Team Member is precluded from participating with any other non-team person or entity in the pursuit of the Project. In a non-exclusive relationship, the Team Member is permitted to participate with a non-Team person or entity in pursuit of the Project. Note, however, that in a non-exclusive relationship, the Team Member remains bound to maintain the confidentiality obligations under Article 6 Confidential Information.

Article 4 – Expenses and Compensation

§ 4.1 Costs and Expenses Arising out of the Response to the Solicitation. This Agreement assumes that the Team Manager and Team Member shall be responsible for their respective costs and expenses; however, there may be exceptions. Section 4.1 allows the parties to identify those costs and expenses for which one (or both) of the parties will be reimbursed. In describing the costs and expenses to be reimbursed, the parties should also identify the source or method of payment.

§ 4.2 Third-Party Costs and Expenses Arising out of the Response to the Solicitation. The parties should utilize Section 4.2 to identify the manner in which third party costs and expenses will be shared and allocated between the Team Manager and Team Member. The parties can utilize the space provided or identify an Exhibit attached to the agreement.

§ 4.3 Team Member Compensation

§ 4.3.1 If the Team is awarded the Project, this Section allows the parties to identify how the Team Member will be compensated for its services under this Agreement, if such compensation is not addressed in the agreement attached as Exhibit A.

There are a number of methods for computing compensation for the Team Member’s services. Four of these methods are time-based, reflecting in different ways the time spent by the Team Member:

Multiple of Direct Salary Expense, in which direct salaries of designated personnel are multiplied by a factor representing benefits, overhead, and profit. 

Multiple of Direct Personnel Expense, in which the salaries plus benefits of designated personnel are multiplied by a factor representing overhead and profit. 

Professional Fee Plus Expenses, in which the salaries, benefits, and overhead of designated personnel are the expense and the fee may be a multiplier, percentage or lump sum representing profit.

Hourly Billing Rates, in which salaries, benefits, overhead and profit are included in the rate for designated personnel.

Other methods, while they may be indirectly related to time expended, do not use time as a factor in the calculation:

Stipulated Sum, in which compensation is listed as a dollar amount.

Square Footage, in which the square footage of the structure or structures is multiplied by a pricing factor.

Unit Cost, in which the number of certain units such as rooms, acres, etc., is multiplied by a pricing factor.

The AIA makes no recommendation as to the appropriateness of any of these methods of compensation, and the AIA does not suggest that the foregoing list includes all methods that are possible, practical or in actual use. The use of any of the compensation methods described above, singly or in combination with other methods, is a business decision for the parties. Further, the AIA makes no recommendations and has no guidelines or schedules that specify the amount of compensation that should be paid.

§ 4.3.2 In some instances, the Owner will provide a stipend or honorarium to a Team that is not awarded the Project in order to defray some of the costs incurred. If that is the case, the parties should identify in Section 4.3.2 the manner in which the Team Member will share in the stipend or honorarium.

§ 4.3.3 See the methods of compensation discussed above for Section 4.3.1. 

Article 7 – Commencement and Termination

§ 7.1 The date of commencement of the Agreement should be inserted if it is different from the date of the Agreement. It should not be earlier than the date of execution (signing) of the Agreement. 

§ 7.2.8 It is possible that the Owner will accept the Team Manager’s Proposal but object to the participation of the Team Member on the Project. In such an instance, Section 7.2.8 allows the parties to terminate this agreement and allow the Team Member to negotiate an amount to be paid in the event of such a termination.

Article 9 – Miscellaneous Provisions

§ 9.6 Special Terms and Conditions. Insert any modifications to the standard text of the document, if the modifications are not otherwise inserted elsewhere in the document. For more information about modifying the document, refer to the Modifications section of these Instructions.

 

Executing the agreement.

The typed name of the person signing, the person’s title in the firm and the written signature should be entered for each party to the Agreement. Space has been provided for additional parties.

 

Important.

Modifications. Particularly with respect to professional or contractor licensing laws, building codes, taxes, monetary and interest charges, arbitration, indemnification, format and font size, AIA Contract Documents may require modification to comply with state or local laws. Users are encouraged to consult an attorney before completing or modifying a document.

Reproductions. This document is a copyrighted work and may not be reproduced or excerpted from without the express written permission of the AIA. There is no implied permission to reproduce this document, nor does membership in The American Institute of Architects confer any further rights to reproduce this document. For more information, see the document footer and the AIA Contract Documents® Terms of Service.

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