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C-Series: Other Agreements

AIA Contract Documents are divided into six alphanumeric series by document use or purpose. See the list of AIA Contract Documents by Family for information about document availability in ACD5™, in paper (see a list of local distributors), and from AIA Documents on Demand®. Users should exercise independent judgment and may require the advice of legal counsel on deciding which documents are appropriate for a particular project.

C101–1993 (formerly C801–1993), Joint Venture Agreement for Professional Services
AIA Document C101™–1993 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. The document provides a choice between two methods of joint venture operation. The “division of compensation” method assumes that services provided and the compensation received will be divided among the parties in the proportions agreed to at the outset of the project. Each party’s profitability is then dependent on individual performance of pre-assigned tasks and is not directly tied to that of the other parties. The “division of profit and loss” method is based on each party performing work and billing the joint venture at cost plus a nominal amount for overhead. The ultimate profit or loss of the joint venture is divided between or among the parties at completion of the project, based on their respective interests. NOTE: C801–1993 expired in 2009.

C106–2007, Digital Data Licensing Agreement
AIA Document C106™–2007 expires on December 31, 2014, and is replaced by C106–2013.

C106–2013, Digital Data Licensing Agreement
AIA Document C106™–2013 serves as a licensing agreement between two parties who otherwise have no existing licensing agreement for the use and transmission of digital data, including instruments of service. AIA Document C106–2013 defines digital data as information, communications, drawings, or designs created or stored for a specific project in digital form. C106 allows one party to (1) grant another party a limited non-exclusive license to use digital data on a specific project, (2) set forth procedures for transmitting the digital data, and (3) place restrictions on the license granted. In addition, C106 allows the party transmitting digital data to collect a licensing fee for the recipient’s use of the digital data.

C132–2009 (formerly B801CMa–1992), Standard Form of Agreement Between Owner and Construction Manager as Adviser
AIA Document C132™–2009 provides the agreement between the owner and the construction manager, a single entity who is separate and independent from the architect and the contractor, and who acts solely as an adviser (CMa) to the owner throughout the course of the project. AIA Document C132–2009 is coordinated for use with AIA Document B132™–2009, Standard Form of Agreement Between Owner and Architect, Construction Manager as Adviser Edition.

Both C132–2009 and B132–2009 are based on the premise that there will be a separate construction contractor or multiple prime contractors whose contract(s) with the owner will be jointly administered by the architect and the construction manager under AIA Document A232™–2009. AIA Document C132–2009 is not coordinated with, and should not be used with, documents where the construction manager acts as the constructor for the project, such as in AIA Document A133™–2009 or A134™–2009. NOTE: B801CMa–1992 expired in 2010.

C132–2009 SP, Standard Form of Agreement Between Owner and Construction Manager as Adviser, for use on a Sustainable Project
AIA Document C132™–2009 SP provides the agreement between the owner and the construction manager, a single entity who is separate and independent from the architect and the contractor, and who acts solely as an adviser (CMa) to the owner throughout the course of a sustainable project. C132–2009 SP is coordinated for use with AIA Document B132™–2009 SP, Standard Form of Agreement Between Owner and Architect, for use on a Sustainable Project, Construction Manager as Adviser Edition.

C132–2009 SP is based on AIA Document C132™–2009, Standard Form of Agreement Between Owner and Construction Manager as Adviser, with modifications that address the risks, responsibilities and opportunities unique to projects involving substantial elements of sustainable design and construction (sustainable projects). The Construction Manager as Adviser plays a critical role in assisting the Owner and Architect in establishing the Sustainable Objective and Sustainable Measures for the project.

Both C132–2009 SP and B132–2009 SP are based on the premise that there will be a separate construction contractor or multiple prime contractors whose contract(s) with the owner will be jointly administered by the architect and the construction manager under AIA Document A232™–2009 SP. C132–2009 SP is not coordinated with, and should not be used with, documents where the construction manager acts as the constructor for the project, such as AIA Documents A133™–2009 SP or A134™–2009 SP.

C141–2014 (formerly B142–2004), Standard Form of Agreement Between Owner and Consultant for a Design-Build Project. AIA Document C141™–2014, provides a standard form for the upfront services an owner may require when considering design-build delivery. The consultant, who may or may not be an architect or other design professional, may perform a wide ranging array of services for the owner, including programming and planning, budgeting and cost estimating, project criteria development services, development of bridging documents, conducting construction, and administration services. AIA Document C141–2014 consists of the agreement portion and one exhibit, Exhibit A, Consultant’s Services. Exhibit A provides a menu of briefly described services that the parties can select and augment to suit the needs of the project. NOTE: AIA Document B142–2004 expires on December 31, 2015.

C171–2013, Standard Form of Agreement Between Owner and Program Manager, for use in a Multiple Project Program.
AIA Document C171™–2013 is a standard form of agreement between owner and program manager for use in a program with more than one project. The program manager assists the owner in an advisory capacity, on matters that impact the program, during design and construction. The program manager’s basic services primarily relate to overseeing the development and implementation of the owner’s program and include creating a program management plan to describe the scope of the program and related requirements; managing program related information across the multiple projects in the program; developing a program-wide budget and schedule; and establishing quality control guidelines. The document has been prepared for use with AIA Documents B171™–2013, Standard Form of Agreement Between Owner and Design Manager for use in a Multiple Project Program, and B172™–2013, Standard Form of Agreement Between Owner and Architect for Architect of Record Services. This integrated set of documents is appropriate for use on projects where the program manager only serves in the capacity of an adviser to the owner.

Although titled “for use in a Multiple Project Program,” AIA Document C171, with appropriate modifications, is also suitable for use in a program that consists of only a single project.

C172–2014, Standard Form of Agreement Between Owner and Program Manager for use on a Single Project
AIA Document C172™–2014 is a standard form agreement between owner and program manager for use on a single project. The program manager assists the owner in an advisory capacity on matters that impact the project during design and construction. The program manager’s basic services include creating a program management plan to describe the scope of the project and related requirements, managing project-related information, developing a budget and schedule, and establishing quality control guidelines. C172-2014 also contains cost estimating and construction administration services that the parties may select as additional services. Unlike in the Construction Manager as Adviser family of documents, where the construction manager has some shared responsibilities with the architect, in C172 the program manager does not have shared responsibilities with other project participants or authority to act directly on behalf of the owner with respect to the responsibilities of the architect or contractor. C172–2014 is primarily intended to be used with the A201™–2007 family of documents.

C191–2009, Standard Form Multi-Party Agreement for Integrated Project Delivery
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.

C195–2008, Standard Form Single Purpose Entity Agreement for Integrated Project Delivery
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.

C196–2008, Standard Form of Agreement Between Single Purpose Entity and Owner for Integrated Project Delivery
AIA Document C196™–2008 is a standard form of agreement between a single purpose entity (“the SPE”) and a project owner, called the owner member. AIA Document C196–2008 is intended for use on a project where the project participants have formed the SPE utilizing AIA Document C195™–2008, Standard Form Single Purpose Entity Agreement for Integrated Project Delivery. AIA Document is coordinated with AIA Document C195–2008 in order to implement the principles of integrated project delivery, including the accomplishment of mutually-agreed goals. C196 provides the terms under which the owner member will fund the SPE in exchange for the design and construction of the project. The SPE provides for the design and construction of the project through separate agreements with other members, including an architect and construction manager, utilizing AIA Document C197™–2008, Standard Form of Agreement Between Single Purpose Entity and Non-Owner Member for Integrated Project Delivery. The SPE may also enter into agreements with non-member design consultants, specialty trade contractors, vendors and suppliers.

C197–2008, Standard Form of Agreement Between Single Purpose Entity and Non-Owner Member for Integrated Project Delivery
AIA Document C197™–2008 is a standard form of agreement between a single purpose entity (“the SPE”) and members of the SPE that do not own the project, called non-owner members. AIA Document C197–2008 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. C197–2008 is coordinated with C195–2008 in order to implement the principles of integrated project delivery, including the accomplishment of mutually-agreed goals. All members of the SPE, other than the project owner, will execute C197–2008.

AIA Document C197–2008 provides the terms under which the non-owner members provide services to the SPE to complete the design and construction of the project. The specific services the non-owner members are required to perform are set forth in the Integrated Scope of Services Matrix, which is part of the C195–2008 Target Cost Amendment and is incorporated into the executed C197–2008. In exchange for the non-owner members’ services, the non-owner members are paid the direct and indirect costs they incur in providing services. Additionally, C197 allows for the non-owner members to receive profit through incentive compensation and goal achievement compensation.

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

C199–2010, Standard Form of Agreement Between Single Purpose Entity and Contractor for Integrated Project Delivery
AIA Document C199™–2010 is a standard form of agreement between a single purpose entity (“the SPE”) and a contractor. AIA Document C199–2010 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. C199–2010 is intended to be a flexible document. C199 can be used for a contractor that only provides construction services, or it can also be used for a contractor that will provide both pre-construction and construction services. C199 is not intended for use in competitive bidding and relies upon an agreed to contract sum, which can be either a stipulated sum (fixed price) or cost of the work plus a fee, with a guaranteed maximum price. In addition to compensation for the contract sum, C199 allows for the contractor to receive additional profit through incentive compensation and goal achievement compensation.

C401–2007 (formerly C141–1997), Standard Form of Agreement Between Architect and Consultant
AIA Document C401™–2007 is a standard form of agreement between the architect and the consultant providing services to the architect. AIA Document C401–2007 is suitable for use with all types of consultants, including consulting architects. This document may be used with a variety of compensation methods. C401–2007 assumes and incorporates by reference a preexisting owner/architect agreement known as the “prime agreement.” AIA Documents B101™–2007, B103™–2007, B104™–2007, B105™–2007 and B152™–2007 are the documents most frequently used to establish the prime agreement. C401–2007 was modified in 2007 to be shorter and more flexible by “flowing down” the provisions of the prime agreement, except as specifically stated in C401. NOTE: C141–1997 expired in 2009.

C401–2007 SP, Standard Form of Agreement Between Architect and Consultant, for use on a Sustainable Project
AIA Document C401™–2007 SP, Standard Form of Agreement Between Architect and Consultant, for use on a Sustainable Project, is a standard form of agreement between the architect and the consultant providing services to the architect on a sustainable project. C401–2007 SP is based on AIA Document C401™–2007, Standard Form of Agreement Between Architect and Consultant, with modifications to coordinate its use with the other Sustainable Projects documents in the Conventional (A201) family of AIA Contract Documents. C401–2007 SP is suitable for use with all types of consultants, including consulting architects. This document may be used with a variety of compensation methods. C401–2007 SP assumes and incorporates by reference a preexisting owner/architect agreement known as the “prime agreement.”

C421–2014, Standard Form of Master Agreement Between Architect and Consultant for Services provided under multiple Service Orders
AIA Document C421™–2014 is a Master Agreement Between the Architect and Consultant. It is intended for use when the Consultant’s scope of services will subsequently be specified through the use of one or more Service Orders. C421 is suitable for use with all types of consultants, including consulting architects. C421-2014 provides only the common terms and conditions that will be applicable to each Service Order and may incorporate by reference a preexisting owner-architect agreement known as the Prime Agreement. Use of C421 plus a Service Order creates a contract, referred to as the Service Agreement, that includes both the terms and the scope of services. C421-2014 is coordinated for use with AIA Document C422™–2014, Service Order for use with Master Agreement Between Architect and Consultant. The Master Agreement plus Service Order contracting method allows multiple scopes of services to be issued quickly without the necessity to renegotiate the terms and conditions of the Service Agreements.

C422–2014, Service Order for use with Master Agreement Between Architect and Consultant
AIA Document C422™–2014 is a Service Order that provides the Consultant’s scope of services, and other terms pertinent to the specific Service Order. It is intended for use when the Architect and Consultant have entered into a Master Agreement setting forth the common terms and conditions applicable to all Service Orders. C422–2014 is not a stand-alone agreement and must be used in conjunction with a Master Agreement. Additionally, C422-2014 incorporates by reference a preexisting owner-architect agreement known as the Prime Agreement. C422-2014 is coordinated for use with AIA Document C421™–2014, Master Agreement Between Architect and Consultant for Services provided under Multiple Service Orders. This document may be used with a variety of compensation methods. Use of C422 plus a Master Agreement creates a contract, referred to as the Service Agreement, that includes both the terms and the scope of services. The Master Agreement plus Service Order contracting method allows multiple scopes of services to be issued quickly without the necessity to renegotiate the terms and conditions of the Service Agreements.

C441–2008, Standard Form of Agreement Between Architect and Consultant for a Design-Build Project. AIA Document C441™–2008 expires on December 31, 2015, and is replaced by AIA Document C441–2014.

C441–2014, Standard Form of Agreement Between Architect and Consultant for a Design-Build Project. AIA Document C441™–2014 establishes the contractual relationship between the architect and a consultant providing services to the architect on a design-build project. AIA Document C441–2014 is suitable for use with all types of consultants, including consulting architects and may be used with a variety of compensation methods. C441 assumes and incorporates by reference a preexisting prime agreement between the design-builder and architect. C441–2014 was written to ensure consistency with AIA Document B143™–2014, Standard Form of Agreement Between Design-Builder and Architect, and with other documents in the AIA 2014 Design-Build family of documents.

C727–1992, Standard Form of Agreement Between Architect and Consultant for Special Services
AIA Document C727™–1992 provides only the terms and conditions of the agreement between the architect and the consultant—the description of services is left entirely to the parties, and must be inserted in the agreement or attached in an exhibit. It is often used for planning, feasibility studies, post-occupancy studies, and other services that require specialized descriptions.

For questions about the content of specific documents, which document to use, or how to complete a document, call (202) 626-7526 or contact docinfo@aia.org. Also visit the AIA Contract Documents Knowledge Base, which answers some 500 questions about purchasing documents, using AIA Contract Documents® software, and selecting and understanding AIA documents and forms.

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