AIA Document C195–2008 is a standard form single purpose entity (SPE) agreement through which the owner, architect, construction manager, and perhaps other key project participants, each become members of a limited liability company. The sole purpose of the company is to design and construct a project utilizing the principles of integrated project delivery (IPD) established in Integrated Project Delivery: A Guide. AIA Document C195–2008 provides the framework for a collaborative environment in which the company operates in furtherance of cost and performance goals that the members jointly establish. To obtain project funding, the company enters into a separate agreement with the owner. To design and construct the project, the company enters into separate agreements with the architect, construction manager, other non-owner members, and with non-member consultants and contractors. The compensation model in the non-owner member agreements is goal-oriented and provides incentives for collaboration in design and construction of the project, and for the quick and effective resolution of problems as they arise. This highly collaborative process has the potential to result in a high-quality project for the owner, and substantial monetary and intangible rewards for the other members. For all document details and a record of changes, see the summary »
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.
The Company. The limited liability company to be formed by C195–2008 should be identified by its legal name, and the address of its principal place of business.
The Act. Formation of limited liability companies is governed by statutes that vary from state to state. The state statutory scheme, or Act, that governs the formation of the limited liability company created using C195–2008 must be specifically identified.
Project. The proposed Project should be described by name and location or address.
Article 2 – Defined Terms
§ 2.19 The dispute resolution provisions in Article 18 involve a third party Neutral, to facilitate a mutual resolution of the dispute and, in the absence of agreement among the Members, to act as the arbitrator in deciding the dispute. Section 2.19 provides a fill point for the parties to identify the Neutral.
Article 3 – Formation and Term
§ 3.1.4 A limited liability company is required to register an agent with the jurisdiction in which is it formed. In this location, provide the name and contact information for that agent.
Article 4 – Capital Contributions
§ 4.1.1 In this table, list each Member’s Capital Contribution to, and Percentage Interest in, the Company.
Article 8 – Management of the Company
§ 8.2.4 C195–2008 requires that the Members manage and direct the business affairs of the Company through their representatives on the Governance Board. The Governance Board is comprised of one representative from each Non-Owner Member. The Owner appoints the number of representatives necessary to give it a single representative majority. All actions of the Governance Board require unanimous consent of all Member representatives, unless otherwise specified. Section 8.2.4 provides a fill point for identifying those authorizations, approvals and other actions that may be accomplished through a majority vote of the Governance Board.
Exhibit A – Legal Description of Project
Exhibit A contains a fill point for the Members 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 B – Owner’s Criteria
Exhibit B contains a number of fill points where the Owner can insert descriptions and details pertaining to its 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 C – Member Agreements
The individual agreements between the Company and the Architect, Construction Manager or other Members must be attached at Exhibit C. The cover page contains a fill point for listing the Member Agreements that are attached to the exhibit.
Exhibit D – Work plan
Exhibit D, the Work plan, includes a table where the Members list their representatives to the Project Management Team, which is responsible for managing the planning, design and construction activities required to complete the Project. The Work plan further describes the expected outcome of each of the Project phases and describes the use of Building Information Modeling and other collaborative technologies on the Project.
Exhibit E – Target Cost Amendment
Exhibit E is used to amend C195–2008 agreement to add the Target Cost.
Exhibit E – Target Cost 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 5.3 of C195–2008. Section 5.4 of C195–2008 identifies items that should not be included in the Target Cost.
Exhibit E – Target Cost Amendment, Exhibit BB, Project Definition. Exhibit BB includes a number of fill points for the Members 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 E – Target Cost Amendment, Exhibit CC, Project Goals. Exhibit CC contains fill points for the Members to identify specific Project Goals upon which Goal Achievement Compensation will be based and standards for measuring achievement of the Project Goals. The Members 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 Members. Project Goals tied to milestones allow the Non-Owner Members, who are providing services at cost, to realize some profit prior to the completion of the Project. Additionally, the Members 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 Members will reduce the Target Cost by a corresponding amount.
Exhibit E – Target Cost 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 Member must be assigned primary responsibility for performing each task identified. All Members are obligated to assist in each task. If a task is assigned to a Non-Member, then a Member must be assigned the responsibility to ensure the completion of the task.
Exhibit E – Target Cost 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 E – Target Cost 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; G201™-2013, Project Digital Data Protocol Form; and G202™-2013, Project Building Information Modeling Protocol Form can be used for this purpose.
Executing the agreement.
The persons executing AIA Document C195–2008 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.
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.
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