AIA Document C101–2018 is intended for use by two or more parties to provide for their mutual rights and obligations in forming a joint venture. It is intended that the joint venture, once established, will enter into an agreement with the owner to provide professional services. The parties may be all architects, all engineers, a combination of architects and engineers, or another combination of professionals. This agreement sets forth the provisions establishing the governance rules for the joint venture and the parties’ relative ownership interest in the joint venture. For all document details and a record of changes, see the summary »
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 professional 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.). Although it is not important which party is identified as first party, the parties should be consistently identified throughout the document. Where appropriate, a copy of the resolution authorizing the individual signing the Agreement to act on behalf of the firm or entity should be attached.
Joint Venture. The name of the Joint Venture should be agreed upon by all parties and identified here, since it will consistently be used to identify the entity both in this Agreement and in the Project Agreement with the Owner.
Project. The proposed Project 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, (3) the name and address of the Owner and (4) a detailed description of the scope of the Project.
Article 3 – Policy Board and Management of the Joint Venture
§ 3.2 Policy Board Membership
§ 3.2.1 Identify each Party’s Primary Representative on the Policy Board. Each Primary Representative should be vested with full authority to bind the Party they represent.
§ 3.2.2 Identify each Party’s Alternative Representative on the Policy Board. A Party’s Alternative Representative will only represent the Party on the Policy Board if the Primary Representative is unable to fill that role. Each Alternative Representative should be vested with full authority to bind the Party they represent.
Article 4 – Financial Matters and Accounting
§ 4.8 List the individuals from the Parties that have the authority to draw against the Joint Account on behalf of the Joint Venture.
§ 4.9 To the extent the Parties have agreed in advance that certain costs and expenses incurred prior to execution of the Agreement are to be reimbursed by the Joint Venture, list those costs and expenses.
Article 5 – Property and Capital Contributions
§ 5.1 Property
§ 5.1.2 If the Joint Venture will make use of any property that is owned or rented by a Party, identify the Party and the relevant property the Joint Venture shall make use of.
§ 5.1 Capital Contributions
§ 5.1.2 Enter initial dollar amount of capital contributions, if any, to be made by each party.
Article 11 – Dispute Resolution Among the Parties
§ 11.2 Dispute Resolution Committee
§ 11.2.2 Disputes that are not resolved by the Policy Board will be referred to the Dispute Resolution Committee. The Dispute Resolution Committee will consist of Party Representatives in senior management with broad organizational responsibilities. Enter the name of each Party’s designated representative on the Dispute Resolution Committee.
§ 11.2.3 Select from three choices of binding dispute resolution: (1) arbitration, (2) litigation or (3) another method that the parties must identify. Other types of dispute resolution include a dispute resolution board or a mini-trial. For additional information about other methods of dispute resolution, refer to The Construction Industry’s Guide to Dispute Avoidance and Resolution or visit adr.org for more information.
Article 15 – Schedule of Services
§ 15.1 Identify the exhibit that indicates which party is to provide which phase or portion of the services required under the Project Agreement.
§ 15.2 It is an assumption of this Agreement that the Parties will retain consultants directly. In section 15.2, identify each consultant that each Party will retain in the table provided. Include the consultant’s specialty when completing the table.
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.
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.