Instructions: C191™–2009, Standard Form Multi-Party Agreement for Integrated Project Delivery

Synopsis.

AIA Document C191–2009 is a standard form multi-party agreement through which the owner, architect, contractor, and perhaps other key project participants execute a single agreement for the design, construction, and commissioning of a Project. AIA Document C191–2009 provides the framework for a collaborative environment in which the parties operate in furtherance of cost and performance goals that the parties jointly establish. The non-owner parties are compensated on a cost-of-the-work basis. The compensation model is also goal-oriented and provides incentives for collaboration in design and construction of the project. Primary management of the project is the responsibility of the Project Management Team, comprised of one representative from each of the parties. The Project Executive Team, also comprised of one representative from each of the parties, provides a second level of project oversight and issue resolution. The conflict resolution process is intended to foster quick and effective resolution of problems as they arise. This collaborative process has the potential to result in a high-quality project for the owner, and substantial monetary and intangible rewards for the other parties. For all document details and a record of changes, see the summary  »

 

Using C191–2009.

Cover Page

Date. The date represents the date the Agreement becomes effective. It may be the date that an oral agreement was reached, the date the Agreement was originally submitted to the other party, the date authorizing action was taken or the date of actual execution.

Parties. Parties to this Agreement should be identified using the full address and legal name under which the Agreement is to be executed, including a designation of the legal status of the parties (sole proprietorship, partnership, joint venture, unincorporated association, limited partnership or corporation [general, limited liability, 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.

In the event additional Parties other than the Owner, Contractor and Architect are included, the Agreement, General Conditions, and all exhibits must be carefully reviewed and modified as necessary.

Project. The proposed Project should be described by name, location or address, and a general description of the Project.

Article 2 – Management of the Project

§ 2.1.3 AIA Document C191–2009 requires that the Parties manage and direct the Project through their representatives on the Project Executive Team, comprised of one representative from each Party. All actions of the Project Executive Team require the unanimous consent of all Party representatives. Enter the name of each Party’s designated representative on the Project Executive Team.

§ 2.2.7 AIA Document C191–2009 requires that the Parties carry out the decisions and directives of the Project Executive Team through their representatives on the Project Management Team. The Project Management Team is comprised of one representative from each Party. All actions of the Project Management Team require the unanimous consent of all Party representatives. Enter the name of each Party’s designated representative on the Project Management Team.

Article 3 – Responsibilities of the Parties

§ 3.1.2 Designate the Parties’ specific obligations during the Conceptualization and Criteria Design Phases or indicate a document where the services will be listed.

§ 3.5 Additional Party Responsibilities. Identify the responsibilities of any other Parties to the Agreement than the Owner, Architect or Contractor.

3.6 Key Project Personnel. Identify key Project personnel for each Party, if any.

Article 4 – Compensation

§ 4.2 Labor Costs

§ 4.2.1 If the Owner’s payments for Labor Costs are based on negotiated hourly rates, enter the rates indicating the applicable Party, employee or category and the hourly rate.

§ 4.2.2 If the Owner’s payments for Labor Costs are not based on negotiated hourly rates and the Parties have agreed to reimbursement for certain indirect costs through an overhead rate, enter the applicable overhead rates indicating the Party and overhead rate.

§ 4.2.3 If the Parties have agreed to a cost not-to-exceed amount for delivery of the Target Cost proposal, enter the amount.

§ 4.2.4 Select from three choices for how the Owner will continue compensating the Parties for Labor Costs if the Actual Costs exceed the Target Cost: (1) The Owner continues compensation as set forth in Section 4.2, (2) the Owner shall have no further obligation to compensate the other Parties for Labor Costs incurred in completing the Project, or (3) another method that the Parties must identify.

4.3 Indicate the number of days following submission of an invoice that may elapse before interest begins to accrue on overdue payments. Enter any agreed-upon interest rate for overdue payments.

§ 4.4 Incentive Compensation

§ 4.4.1 Enter each Party’s percentage share of any Incentive Compensation payable to the Parties in the event the Actual Cost is less than the Target Cost upon final completion of the Project.

§ 4.4.1.1 Enter the number of days following final payment that payment of Incentive Compensation will be due to the Parties. Indicate the number of days following submission of an invoice that may elapse before interest begins to accrue on overdue payments. Following this period, interest will begin to accrue on the overdue payment at the rate set in Section 4.3.

§ 4.5.3 Indicate the number of days following final payment that may elapse before interest begins to accrue on overdue payments. Following this period, interest will begin to accrue on the overdue payment at the rate set in Section 4.3.

Article 7 – Insurance and Bonds

§ 7.2 Initial Insurance Requirements. AIA Document C191–2009 contemplates that the Parties will retain an insurance consultant to provide assistance with respect to integrated insurance products such as Owner or Contractor-Controlled Insurance Programs. The insurance program selected by the Parties must be implemented no later than execution of the Target Criteria Amendment. Prior to implementation of this insurance program, the Parties are required to maintain insurance as set forth in Section 7.2. Enter the types and limits of insurance coverage required of each Party.

§ 7.3 Bonds. State each Party’s responsibility, if any, to purchase and provide bonds by indicating the applicable Party, type of bond, and bond amount. 

Article 9 – Dispute Resolution

§ 9.4 Dispute Resolution Committee

§ 9.4.1 Disputes that are not resolved by the Project Executive Team or Project Management Team 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.

§ 9.4.2 In this section the Parties may identify a Project Neutral to serve on the Dispute Resolution Committee. If the Parties do not identify a Project Neutral, or if the Project Neutral selected by the Parties is unable to serve, the Parties shall select a Project Neutral in accordance with the American Arbitration Association’s Construction Industry Mediation Procedures.

§ 9.6 Binding Dispute Resolution. Select from three choices of binding dispute resolution: (1) arbitration before the Project Neutral, (2) arbitration or (3) another method that the Parties must identify. Other types of dispute resolution include litigation, 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 11 – Miscellaneous Provisions

§ 11.10 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.

Exhibit A – General Conditions of the Multi-Party Agreement for Integrated Project Delivery

Exhibit A supplies the terms and conditions for C191–2009, Standard Form Multi-Party Agreement for Integrated Project Delivery. Do not use AIA Document A201, General Conditions of the Contract for Construction, with C191–2009.

Cover Page. Identify the Project and Parties exactly as they appear on the cover page of C191–2009, Standard Form Multi-Party Agreement for Integrated Project Delivery.

Exhibit B – Legal Description of Project

Exhibit B contains a fill point for the Parties to insert a legal description of the Project or, in the alternative, where they can identify an attachment to the exhibit that contains the legal description.

Exhibit C – Owner’s Criteria

Exhibit C contains fill points for the Owner to insert descriptions and details pertaining to the program for the Project, the Project’s physical characteristics, the Owner’s budget, the Owner’s anticipated scheduling information, and any other information pertaining to special characteristics or the Owner’s special needs for the Project.

Exhibit D – Target Criteria Amendment

Exhibit D contains fill points to amend C191–2009 to add the Target Cost and additional Target Criteria for the Project.

Exhibit D – Target Criteria Amendment, Exhibit AA, Target Cost Breakdown

Exhibit AA provides the Target Cost Breakdown, a detailed itemization of the various elements of the Target Cost. The Target Cost Breakdown should, at a minimum, contain the information listed in Section A.5.8.1 of C191–2009, Exhibit A, General Conditions of the Multi-Party Agreement for Integrated Project Delivery. Section A.5.8.2 of

C191–2009, Exhibit A, identifies items that should not be included in the Target Cost.

Exhibit D – Target Criteria Amendment, Exhibit BB, Project Definition

Exhibit BB includes a number of fill points for the Parties to provide critical information about the scope of the Project and to define all elements having a material bearing on the Target Cost and Project Schedule, including the Project Criteria, the Project program, Project site information, Project regulatory information, Project Criteria Design, and Project Participants.

Exhibit D – Target Criteria Amendment, Exhibit CC, Project Goals

Exhibit CC contains fill points for the Parties to identify specific Project Goals upon which Goal Achievement Compensation will be based and standards for measuring achievement of the Project Goals. The Parties may identify Project Goals tied to certain milestones throughout the course of the Project, the achievement of which trigger Goal Achievement Compensation to the Non-Owner Parties. Project Goals tied to milestones allow the Non-Owner Parties, who are providing services at cost, to realize some profit prior to the completion of the Project. Additionally, the Parties may identify certain Project Goals that cannot be measured until the Project is complete, such as achieving a specified level of LEED® certification. To the extent that any Project Goals are not met, the allocated Goal Achievement Compensation will not be awarded and the Parties will reduce the Target Cost by a corresponding amount.

Exhibit D – Target Criteria Amendment, Exhibit DD, Integrated Scope of Services

Exhibit DD is a matrix used to identify the tasks required to plan, design, construct and commission the Project. One Party must be assigned primary responsibility for performing each task identified. All Parties are obligated to assist in each task. If a task is assigned to a Non-Party, then a Party must be assigned the responsibility for completion of the task.

Exhibit D – Target Criteria Amendment, Exhibit EE, Project Schedule

Exhibit EE provides the location for attaching the Project Schedule on which the Target Cost is based. The Project Schedule should include the dates of Substantial Completion, final completion, and any other material milestones.

Exhibit D – Target Criteria Amendment, Exhibit FF, Digital Data Protocol

Exhibit FF provides the location for attaching a document that describes the protocols to be followed for the transmission and use of digital data on the Project. AIA Documents E203™-2013, Building Information Modeling, and Digital Data Protocol Exhibit, can be completed and used for this purpose.

Exhibit D – Target Criteria Amendment, Exhibit GG, Building Information Modeling Protocol

Exhibit GG provides a location for attaching a document that describes the protocols to be followed for the use of Building Information Modeling on the Project. AIA Document E202™–2008, Building Information Modeling Protocol Exhibit, can be completed and used for this purpose.

 

Executing the agreement.

The persons executing AIA Document C191–2009 should indicate the capacity in which they are acting (i.e., president, secretary, partner, etc.) and the authority under which they are executing the Agreement. Where appropriate, a copy of the resolution authorizing the individual to act on behalf of the firm or entity should be attached.

 

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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