Instructions: C198™ – 2010, Standard Form of Agreement Between Single Purpose Entity and Consultant for Integrated Project Delivery

Synopsis. 

AIA Document C198–2010 is a standard form of agreement between a single purpose entity (“the SPE”) and a consultant. AIA Document C198–2010 is intended for use on a project where the parties have formed the SPE utilizing AIA Document C195™–2008, Standard Form Single Purpose Entity Agreement for Integrated Project Delivery. C198–2010 is coordinated with C195–2008 in order to implement the principles of integrated project delivery. The specific services the consultant is required to perform are set forth within the document as well as the Integrated Scope of Services Matrix, which is part of the C195–2008 Target Cost Amendment. In addition to traditional compensation for services, C198–2010 allows for the consultant to receive additional profit through incentive compensation and goal achievement compensation. For all document details and a record of changes, see the summary  »

 

Using C198–2010.

Cover Page

Date. The date represents the date the Agreement becomes effective. It may be the date an original oral agreement was reached, the date the Agreement was originally submitted to the Company, the date authorizing action was taken or the date of actual execution. Professional services should not be performed prior to the effective date of the Agreement.

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 both parties (sole proprietorship, partnership, joint venture, unincorporated association, limited partnership or corporation [general, limited liability, closed 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. The Consultant’s discipline should be described and identifying information about the Consultant’s Designated Representative should be provided.

The Company. The limited liability company formed by C195–2008 should be identified by its legal name and the address of its principal place of business, exactly as that information is stated in C195–2008.

Project. The proposed Project should be described in sufficient detail to identify (1) the official name or title of the facility; (2) the location of the site; (3) the proposed building usage; and (4) the size, capacity or scope of the Project.

Article 1 – General Provisions

§ 1.2 Insert a detailed description of This Portion of the Project, which is the part or piece of the Project for which the Consultant will provide its services under this Agreement. This Portion of the Project may describe all services in a particular discipline for the entire Project, or it may be limited to services rendered for a particular phase or geographic area of the Project.

Article 2 – Consultant’s Responsibilities

§ 2.11.2.2 Any services that the Consultant is required to perform prior to execution of the Target Cost Amendment that are not described in Section 2.11.2.1 should be listed here.

§ 2.11.3.1 Any services that the Consultant is required to perform following execution of the Target Cost Amendment that are not described in Section 2.11.3 should be listed here.

§ 2.12.2 Insert the agreed-upon number of site visits in the space provided.

Article 5 – Compensation

A detailed discussion of compensation methods may be found in the Instructions to AIA Document B101™–2017, Standard Form of Agreement Between Owner and Architect.

§ 5.1 Compensation for Services

§ 5.1.1 See methods of compensation referenced above.

§ 5.1.2 See methods of compensation referenced above.

§ 5.1.3 See methods of compensation referenced above.

§ 5.1.4 See methods of compensation referenced above, if other than a percentage of the invoiced amount.

§ 5.1.5 Insert hourly billing rates indicating the employee or category and the hourly rate.

§ 5.1.6 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.

§ 5.2 Consultant Incentive Compensation

§ 5.2.1.1 Enter the Consultant’s share of any savings realized as Consultant Incentive Compensation.

§ 5.2.1.2 If Consultant Incentive Compensation is not payable as a share of savings realized, enter another amount or method of determining the amount of Consultant Incentive Compensation.

§ 5.2.2 Indicate the number of days following final reconciliation of the Project accounting that may elapse before interest begins to accrue on overdue Consultant Incentive Compensation payments. Following this period, interest will begin to accrue on the overdue payment at the rate set in Section 5.1.6.

§ 5.3 Consultant Goal Achievement Compensation

§ 5.3.1 Consultant Project Goals, and the amount of Consultant Goal Achievement Compensation attributable to each goal, are set forth and described in Exhibit A to the Agreement.

§ 5.3.3 Indicate the number of days following achievement of a Consultant Project Goal that may elapse before interest begins to accrue on overdue Consultant Goal Achievement Compensation payments. Following this period, interest will begin to accrue on the overdue payment at the rate set in Section 5.1.6.

Article 6 – Claims and Disputes

§ 6.2.4 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 7 – Termination Provisions

§ 7.10 Compensation for Use of Consultant’s Instruments of Service. Insert the amount of any compensation payable to the Consultant for continued use of the Consultant’s Instruments of Service in the event of a termination of the SPE Agreement by the Owner for its convenience or termination of the Agreement by the Company for its convenience.

Article 9 – Special Terms and Conditions

Insert any modification 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 – Consultant Project Goals Amendment

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

 

Executing the agreement.

The persons executing AIA Document C198–2010 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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