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

Content.

Synopsis

Purpose

Related documents

Dispute Resolution

 

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 use and execution of a document, see its instructions  »

 

Purpose.

AIA Document C191–2009 Standard Form Multi-Party Agreement for Integrated Project Delivery consists of the Agreement portion and four exhibits: Exhibit A, General Conditions of the Multi-Party Agreement for Integrated Project Delivery; Exhibit B, Legal Description of the Project; Exhibit C, Owner’s Criteria; and Exhibit D, Target Criteria Amendment. Through the use of C191–2009 the Owner, Architect, Contractor and perhaps other Project participants enter into one agreement where the purpose is to design and construct a Project utilizing Integrated Project Delivery.

Integrated Project Delivery is a project delivery approach that integrates people, systems, business structures and practices into a process that collaboratively harnesses the talents and insights of all participants to reduce waste and optimize efficiency through all phases of design, fabrication and construction. C191–2009 provides the framework for Integrated Project Delivery by providing a collaborative environment in which the Parties will operate in furtherance of the Project Goals.

The approach to compensation and profit inherent in the traditional models of project delivery is eliminated in the C191–2009 model. The Architect, Contractor, and other Parties are reimbursed only for their direct and indirect costs incurred in the design and construction of the Project. Profits can be earned in two ways: achievement of goals during the course of the Project (“Goal Achievement Compensation”), and shared cost savings realized at the end of the Project (“Incentive Compensation”). The Owner pays pre-established Goal Achievement Compensation amounts to all Non-Owner Parties if and only if the goals are met. Failure to achieve a goal, regardless of fault, results in forfeiture by all Non-Owner Parties of the Goal Achievement Compensation pre-established for that Project Goal. Similarly, failure to design and construct the Project for a total cost less than the pre-established “Target Cost,” regardless of fault, results in forfeiture of any Incentive Compensation payment to all Non-Owner Parties.

This goal-oriented compensation structure, in conjunction with other key provisions in C191–2009, provides incentive for the Parties to work collaboratively to design and construct the Project, and to quickly and efficiently resolve 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 Parties.

 

C191–2009 is not directly linked to any other AIA document by parallel construction or by reference. Download a commentary on C191–2009 and C191–2009 Exhibit A   »

 

Dispute ResolutionMediation and Arbitration.

This document contains provisions for mediation and arbitration of claims and disputes. Mediation is a non-binding process but is mandatory under the terms of this agreement. Arbitration is also mandatory under the terms of this agreement. Arbitration is binding in most states and under the Federal Arbitration Act. In a minority of states, arbitration provisions relating to future disputes are not enforceable but the parties may agree to arbitrate after the dispute arises. Even in those states, under certain circumstances (for example, in a transaction involving interstate commerce), arbitration provisions may be enforceable under the Federal Arbitration Act.

The AIA does not administer dispute resolution processes. To submit disputes to mediation or arbitration or to obtain copies of the applicable mediation or arbitration rules, write to the American Arbitration Association or call (800) 778-7879. The American Arbitration Association may also be contacted at adr.org.

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