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AlA Document C10f' -1993 Instructions
i}oij)t Venture Agreement for Professional Services
GEtU;RAL INFORMATION

AlA Document CI01-1993, Joint Venture Agreement for Professional Services, is intended to.be used by two or more
parties to provide mutual rights and obligations. Parties may be all architects, all engineers, or a combination of
architects and It is intended that the Joint Venture, once established, will enter into an agreement or agreements
with the Owaer to professional services.
'""
The selection between two methods of Joint Venture operations. The Division of Compensation
.... is linked to specific phases or kinds of services which are then proportionately
the outset of the Project. Each party's profitability is then dependent on individual
and is not directly tied to that of the other parties. Alternately, the Division of Profit,
. compensation being allocated to the Joint Venture, which is in turn billed by each party
cost plus a reasonable amount for overhead. Thus, the ultimate profit or loss of the Joint
yentme is parties upon completion of the Project based on their respective interests.
,,' ,".", .,
..... .....
"fbis to any other AlA document by parallel construction or by reference. It may be used
. alone O'J:; of AlA's Owner-Architect or Architect-Consultant agreements.
. .........;!//
:D!spQte and Arbitration
gI;(lvisions for mediation and arbitration of claims and disputes. Mediation is a non-binding
the terms of this agreement. Arbitration is also mandatory under the terms of this
tSinding in most states and under the Federal Arbitration Act. In a minority of states, arbitration
disputes are not enforceable but the parties may agree to arbitrate after the dispute arises.
..... ose states;'ul1detcertain circumstances (for example, in a transaction involving interstate commerce),
enforceable under the Federal Arbitration Act.
" __ ',, __ .:' ,_'_'_ .' __, ,_ N'" "
ATAdoes processes. To submit disputes to mediation or arbitration or to obtam
/;,C(}1'lie,ilQ!tbe.appljC{lble medil),liijaorarbitration rules, write to the American Arbitration Association or call
Association may also be contacted at www.adr.org.

AI. of a consensus-building process aimed at balancing the interests of all parties on
Pl.'.gject. reflect actual industry practices, not theory. They are state-of-the-art legal
. documents, regu . to keep up with changes in law and the industry-yet they are written, as far as possible, in
..... contract documents are flexible: they are intended to be modified to fit individual
projects, but in are easily distinguished from the original, printed language.
Use ..
a and non-AlA documents is to be used, particular care must be taken to achieve
and intent among documents.
.<-:/
Letter Forms of Agreement
..of agreement are generally discouraged by the AlA, as is the performance of a part or the whole of
based on oral agreements or understandings. The standard AlA agreement forms have been
more than 100 years of experience and have been tested repeatedly in the courts.
Stiirtdard. EOhns
Most AlA documents published since 1906 have contained in their titles the words "Standard Form." The term "standard"
is not meant to imply that a uniform set of contractual requirements is mandatory for AlA members or others in the
construction industry. Rather, the AlA standard documents are intended to be used as fair and balanced baselines from
AlA Document C101 TM - 1993 (formerly C801 - 1993). Copyright 1972, 1979 and 1993 by The American Institute of Architects. All rights reserved.
WARNING: This AIA Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this
AIA Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible
under the law. Purchasers are permitted to reproduce len (10) copies of this document when completed. To report copyright violations of AlA Contract
Documents, email The American Institute of Architects' legal counsel, copyrighl@aia.org.
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which the parties can negotiate their bargains. As such, the documents have won general acceptance within the
construction industry and have been uniformly interpreted by the courts. Within an industry spanning 50 states--each free
to adopt different, and perhaps contradictory, laws affecting that industry-AlA documents form the basis for a generally
consistent body of construction law.
Use of Current Documents
Prior to using any AlA Contract Document, users should consult www.aia.org or a local AlA component to
most recent edition.
Reproductions
This document is a copyrighted work and may not be reproduced or excerpted from without express written
permission of the AlA. There is no implied permission to reproduce this document, nor in The
American Institute of Architects confer any further rights to reproduce this document.
The AlA hereby grants the purchaser a limited license to reproduce a maximum of ten
butonly for use in connection with a partiCUlar project. The AlA will not permit reproduc
license for reproduction granted above, except upon written request and receipt of wri
Rights to reproduce the document may vary for users of AlA software. Licensed AlA
End User License Agreement (EULA).
To report copyright violations of AlA Contract Documents, e-mail The American Insti
copyright@aia.org.
CHANGES FROM THE PREVIOUS EDITION
Format Changes: The table for REIMBURSEMENTS has been moved from the J
this INSTRUCTION SHEET. All provisions for principal place of business, jurisdic
Maker have been consolidated and moved to Article 20.
4.3: This Section has been added to create a method of settling controversies or dis
event an action or decision is not unanimously agreed upon by the Policy Board, an
designated by the parties as part of the Project Agreement (Article 20), is granted auth
which shall be subject to mediation or arbitration.
5.4: The Policy Board may decide to open one or more joint bank accou
7.2: All expenses related to the Agreement must be submitted to the Policy B
Article 9
This article has been completely rewritten. The parties to the Joint Venture .
counsel when completing this portion of the document.
Article 9 now adds a requirement that each member of the Joint Venture carry gen
Valuable Papers coverage) and business auto insurance. Workers compensation a:
now mandatory. The new document recognizes that the design team may choose tl
coverage for the project together under one policy.
The article specifically notes that these insurance coverages, except professional liability, sh
of the commencement date of the Agreement or the date any services are performed.
The requirements for certificates of insurance have been amended.
Each party to the Joint Venture must now indemnify the other Joint Venturers for fraudulent or dis
employees not covered by the required fidelity coverage.
Article 10
10.2: All Joint Venture property and money must be disposed of or distributed prior to termination of the Agreement.
Each party is obligated to contribute toward satisfaction of debts and liabilities created by the Joint Venture after
termination of the A8!:eement.
AlA Document C101 -1993 (formerly C801
1M
- 1993). Copyright 1972, 1979 and 1993 by The American Institute of Architects. All rights reserved.
\J\fllRNING: This AIA Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution o! this
Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible
of when completed. To report copyright violations of AlA Contract
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10.4: Tlris Section has been added to clarify the settlement of compensation and expenses due to a defaulting party or to
the nondefaulting party should their costs exceed the cost to complete the services. These obligations for payment survive
termination of the Agreement.
llO.5:Tlris Section requires that any party to the Joint Venture must receive written permission from the other party
puertO entering into a contract for services if the Joint Venture does not enter into a Project Agreement with the Owner.
L\rtide 12: Article 12 has been rewritten to require that the parties endeavor to settle disputes by mediation prior to
jlfpitration.
Article 1&, .
The principal place <>tbusiness and fiscal year have been moved to Article 20.
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: 18.2: f&r:reiinbursement has been moved to this Instruction Sheet under Using C 101-1993 .
. 18.Z.4:Facsin:U1e Se(vicets. courier services and overnight deliveries have been added as reimbursable expenses .
.. lS;i,5!This a multiplier to the cost of reimbursable expenses.
, article has been added for any conditions and descriptions of other services not indicated in the
fQr:desigp:atiquof any principal place of business, jurisdiction and fiscal year; and for identification of the
lntetiim

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ParticqlarI}i' With professional or contractor licensing laws, building codes, taxes, monetary and interest charges,
arbilrfatieJ}, and font size, AlA Contract Documents may require modification to comply with
19calJaws..Users.areencouraged to consult an attorney before completing or modifying a document.
Document, necessary modifications may be accomplished by writing or typing the
.. in the blank spaces provided on the document, or by attaclring Supplementary Conditions, special
or referenced aillendments .
. . Modificatl:onstlirel::dyto AlA Contract Documents may also be aclrieved by striking out language.
Howevcr,.caremustbe takenin pia.kil1g these kinds of deletions. Under NO circumstances should standard language be
users should not apply bloeking tape, correction t1uid or Xs that would
practices may raise suspicion of fraudulent concealment, or suggest that the completed and
. has Both parties should initial handwritten changes.
>;Using:Al:1\ software; to insert information and revise the standard AlA text may be made as the software
:P7
rmits
.
,. ,. ..' ,
By reviewing properly lllai;lemodifications to a standard AlA Contract Document, parties familiar with that document can
qyickly understand the essence of the proposed relationslrip. Commercial exchanges are greatly simplified and expedited,
is encouraged, and otherwise latent clauses are exposed for scrutiny .
.AlA may not be retyped or electronically scanned. Retyping can introduce typograplric errors and
'. cloud legatinteiptation given to a standard clause. Furthermore, retyping and electronic scanning are not permitted
under the user's limited license for use of the document, constitute the creation of a derivative work and violate the AlA's
' Gover .
represents the first date of which the Agreement is entered into. It may be the date that an oral
. agreement was reached between all parties or the date of actual execution. No professional services under tills Agreement
should be performed prior to the date indicated.
AlA Document C10pM -1993 (formerly C801
Th1
-1993). Copyright 1972,1979 and 1993 by The American Institute of Architects. All rights reserved.
WARNING: This AIA Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this
AIA Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible
under the law. Purchasers are permitted to reproduce ten (10) copies of this document when completed. To report copyright violations of AlA Contract
n"IO"mAnt" Am"ji ThA A' 't .,I I I . .
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Identification of Parties: Parties to this Agreement should be identified in the capacity in which the Agreement is to be
executed, including the names of the firms and identification of persons signing, the address of the principal office and a
designation of the legal status of each party (sole proprietorship, partnership, joint venture, unincorporated
limited partnership or corporation [general, close or professional], etc.). Although only two parties have beep
on the printed form, additional parties should be identified as third party, fourth party, etc., as appropriate,
provided. Although it is not important which party is identified as first party, the parties should be consistent'Iyidentined
throughout the document. Where appropriate, a copy of the resolution authorizing the individual signing the
act on behalf of the firm or entity should be attached.
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Name of Joint Venture: The name of the Joint Venture should be agreed upon by all identi,fied here,
will consistently be used to identify the entity both in this Agreement and in the Project Owner:
"/'':
Project: The proposed Project should be described in sufficient detail to identify (1) the
facility, (2) the address and location of the Project, if known, (3) the name and address of
description of the scope of the Project.
Article 15 Contributions
Enter initial dollar amount of capital contributions, if any, to be made by various parti.Sbace
additional parties.
Article 16 Schedule of Services
This page is provided to identify which party is to provide which phase or portion 0
Project Agreement. When the Division of Compensation option is used, it is most i
be carefully prepared and complete as to all important details.
This may be completed by describing the services of each party right on the page. If
purpose, specific reference to that document should be typed on this page and the d
exhibit. The typed reference should include the number of pages added and each sue
initialed by all parties.
Occasionally, under the Division ofProfit and Loss option, a specific division of services,}s
cases, type Not Applicable on this page.
Article 17 Schedule of Property
This page is provided to identify property contributed to the Joint Venture, s
property is contributed, type "Not Applicable" on this page.
Article 18 Joint Venture Operations
Enter the method of operations to be used by the Joint Venture and fill out .. ..
Venture operations are included in the printed form. THE METHOD NOT
AGREEMENT.
Division of Compensation Method
18.1 Interest of the Parties
18.1.1 Enter the division of compensation due each party in the space provided. Space has b
additional parties. Entries can be in percentages or dollar amounts, where known. In either ca
all parties must equal 100% of the total compensation. Make sure all parties identified on th
here.
Division of Profit and Loss Method
18.1 Interest of the Parties
18.1.1 Enter the division of profit and loss due each party in the space provided. Space has been
additional parties. Entries are normally in percentages and the sum of all entries must equal 100%.
identified on the cover page are included here.
DOcument C101 -1993 (formerly C801 :-1993). Copyright 1972,1979 and 1993 by The American Institute of Architects. All rights reserved.
WARNING: This Document is protected by U.S. Copyright law and International Treaties. Unauthorized reproduction or distribution of this
Document, or any portion of it, may result in severe civil and crimina! penalties, and will be prosecuted to the maximum axtent possible
under the law. Purchasers are permitted to reproduce ten (10) copies of this document when completed. To report CODyrioht violations of AlA Contract
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18.2 The following table is an example to be used in setting the method of compensation:
Title Location to Joint Venture
Home Office or Joint Venture
Office
$___ Direct Personnel Expense plus _% on straight time; Direct
Personnel Expense only on premium time.
Home Office or Joint Venture
Office
$___ Direct Personnel Expense plus _% on straight time; Direct
Personnel Expense only on premium time.
Home Office or Joint Venture Direct Personnel Expense plus _% on straight time; Direct Personnel
Expense only on premium time.
Office or Joint Venture $___ Direct Personnel Expense plus _% on straight time; Direct
Personnel Expense only on premium time.
$___Direct Personnel Expense plus _% on straight time; Direct
Personnel Expense only on premium time .
. 1$:2:1 applicable to the Joint Venture for the five personnel categories. This dollar is to
be filled in \i(hthe Direct Personnel Expense (without fringe benefits) for each ofthe categories. This normally would be
the average rate for various personnel in each group. If it is desired to bill the actual direct salary of every individual in
thecategory,the word actual can be entered in the first blank for each category.
The percentmatk\lPtOfl Expense is to be used on all billings to the Joint Venture. This markup usually
benefits) plus overhead and should be the same for all five categories. Profit should not
Be includediritliis pe(centage. If the hourly rates and percent markup for all parties require additional space, delete the
and instl7.l: the' appropriate reference ("see Article 20" or "see attached Exhibit"). Any additional sheets
8.n.4 initialed by the parties. This information should then be provided for each party in a
remaIning portion of this Section stricken.
principals for each of the parties who will be part of the Joint Venture.
eXl)enSeS of each party which are billable to the Joint Venture. The list should be reviewed and
identifying specific types of reimbursable expense not listed.
to the actual costs of all reimbursable expense.
Article i9 .. Coverages
9.1This specifieseertain required insurance coverages to be obtained by each Party. Each party should consult
tile'ir1nsur;;mc.e counsel any coverage mentioned is not required, or whether any additional coverage
.1oint Ven't;ult.e itaelf may require insurance separate from that carried by the parties to the Agreement.
OnCe all l1as been determined, state the type of insurance and the minimum limits for each party of the
Joint Venture. for each of the insurance coverages should be indicated. State all applicable
ilej:luctibles and provisions for self-insurance that are acceptable to the other party or parties. State the
period Substantial Completion that parties to the Agreement are required to carry professional liability
coverage: .
Article 20 ,Other Conditions or Services
Enter here any other applicable provisions or changes to basic Terms arid Conditions such as:
3.2JfPt:imary and Alternate Representatives are to receive compensation, enter amounts here.
prior to execution of this Joint Venture Agreement are to be bome in a manner other than that described
in Section'.?} ,'this should be stated here.
20.1 Identify the principal place of business of the Joint Venture. If separate office space is to be provided for Joint
Venture operations, that office address should be entered. If not, the office of one of the parties should be entered, as it
will become the address for the Owner under the
AlA Document ClOP'" -1993 (formerly caoPM -1993). Copyright 1972,1979 and 1993 by The American Institute of Architects. All rights reserved.
WARNING: This AIA Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this
AIA Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible
under the law. Purchasers are permilled 10 reproduce ten (10) copies of this document when completed, To report copyright violations of AlA Contract
Documents, e-mail The American Institute of Architects' Ie al counsel, co rl ht@aia.or .
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20.2 Identify the jurisdiction agreed upon as applicable to this Agreement (state, commonwealth, etc.). If the Project and
all parties exist in the same jurisdiction, that jurisdiction should be entered. If all of the parties and the Project are not in
the same jurisdiction, one jurisdiction must be chosen after consultation with legal counsel and entered in the space
provided.
20.3 Enter the fiscal year for the loint Venture. This may be the calendar year or other period determined
appropriate legal and accounting purposes.
20.4 Enter the name of the person who has been mutually agreed upon by each party.
EXECUTING THE AGREEMENT
The typed name of the person signing, the person's title in the firm and the written signlI
party to the Agreement. Space has been provided for additional.parties.
uocumem C101 -1993 {formerlyCS01 -1993}. Copyright 1972,1979 and 1993 by The American Institute of Architects. All rights reserved.
WARN!NG: This AlAI!; Document is protected by U.S. Copyright law and International Treaties. Unauthorized reproduction or distribution of this
Document, or any portion of it, may result In severe civil and criminal penalties, and will be prosecuted to the maximum extent possible
under the law. Purchasers are permitted to reproduce ten (10) copies of this document when completed. To reoon coovrioht violations af AlA (:nntr""t
- .. _- .
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AIX-

enture,Agreement""
. SeNices
This document has iITlfilQrtant legq.1
ConsuHation with .
an encoCiFaged with
respeSttoit;eompletion or
modificatipn.
is tlI:it-'ntention of the Parties to form this J . t Venture in an agreemept6r;ligteements With the
. Owner for con. with the following ........
. name, address ana location of Project; n;qJJJe and of Owner; a1'ld detaile1 dl:ifff,f'ipti6fl
i
o!scope.)
The Parties
AlA Docurnertt 1993 .(;8D1 - 1993)"Cop9l'ighti:fil"n, 1979 and ofArchitects. All rlghtstyserved.
Init.
WAfI"NlNG: This AIAOocumeAt is protected by U.S. Copyright .naJ Treaties. or(jfstributicn,ol this
AIA@Document! or any portion 01 it, may in severe . . altles, and the maltimum-eitent possible
under the law. P:tlichasEl!'s are permitted ten (10) of this when completed. To report copyright violations of AlA Contract
't)ocjJl!lents, email The American fnstitute of Architects' legal counsel,
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TABLE OF ARTICLES
1 RIGHTS OF THE PARTIES
RESPONSIBILITIES OF THE PARTIES
J.EPRESENTATIVES AND POLICY BOARD
MANAGEMENT OF THE JOINT VENTURE
ACCOUNTING
. PROPI:RTY
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DOCUMENTS
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,TERMINATION
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19


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,Jolflr;,VEttTUQEOPERATIONS
""-"- --," .-'- -_c

OR SERVICES
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.,TfC1.E 1 RIGHTS OF THE PARTIES
1.1111e and Conditions of this Agreement shall govern the relationship of the Parties and the rendering of
requITed under thisAgreement and under with the Owner relating to the Project. The
agreement or agreements with the Owner shall be the' "Project Agreement."
ARTICLE 2 RESPONSIBILITIES OFJHE PARTIES < <"'" '.'.
The Parties shall share, in the manner
..
fie services required of it as set forth in Article
for professional services in
. ;aeitirt this Agreement, the general ()bligations and
professional services to be performe 'oject Agreement in the manner provided in this
hall perforjJl
2.3' t, Agreement shall enter into.a separate agreement withthe ,
cislimecUQu witfilHis Iject without the approval of the other Party.
","
2.4 The relationship between the Parties shall constitute a joint ,:enture for the performance of the services required of
the Joint Venture under the. Project Agreement. The services required of each Party to the Joint Venture shall be limited
to the performance of services required in this Agreement. .
AlA Document C1Df
lll
-1993 (formerly caDi ThI_ Copyright 1972. 1979 and 1993 by The American Institute of Architects. All rights reserved.
Inlt.
WARNING: This AIA Document is protected by U.S. Copyright law.and !nternational Treaties. Unauthorized Qr distribution of this
Document. or any it, may result clvlland criminal penalties, and wilii)e prosecuted l'I'ItiI:dmum extent possibiec
1H"U1,c,"" the:. PI normittori tn ronrnl"illf"Q" ton ti n\ 1'\;: thie nnt"ttmont whon i"nmnlotM
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2.5 The Parties thafthe responsibilities and obligatiol):s, otherwise, assumed under this Agreement
shall be borne ' op(}rtion to their aspfbvided as may be
(tlf f reason any J'arty shall limit its and obligations to., than
in this Agreement, its respective share of uilder this sballbe adjusted b
"Board7to <l(;(;<l@t f\'fsUt:h reduced participatiffif ".' ,
public statt.i1llents ag4r)leases, including the isspanooofphotographs
of this to the prior approval of the Policy
Venture, or other releases of the Parties
shall be
"U<lJ,J,""'''''''U an Alternate to. the Policy Board'.B-ch Pany'S Alternate "v
is absent. The Primary
except as otherwise in this Agreement.
the duties of such
hall promptly, by writtennotice.served
Each ofthePanies to this Agreement may Primary or Alternate
t by a upon the
sacti9B of'busiriess of
of either Party,
responsibility and authqlity rPlanceof thelli:pject ent, including,
of the Patties, preparation '" """ '" s, settlement of!;
other matters affecting the perfol11RlJlce 0 ices under this Agreement.
4;2 The Policy Manager and an Assistant
f.c:ur.-directfon . nt Work in accordance procedures "'''I.aVJ'N''vU
for coordination of anp (3) be responsible for
Ownel""sHuthorized ....... .
be by unanimous vote, or as otherwiseset:forthin 20,
al, conclusive andtlirialng u;poU the Parties. In the event that the Policy Board shan
, ion, the Parties agree that the:. matter' troversy shall be referred t() the pe
shall make an 1be subject to mediation and arbitration,
RTICl.E ..5 ACCOUNTING
1 The P:ftties shall jointly
the purposes of this Agreement,
prf()nm as may be determined by the Policy
acc:OQlltai!)t shall be final, and uJ}!onthe
."
oard be of the Joint V.e:nte Treasurer shall
of bdS of account lyhccepted accounting
the Policy Board may determine. ...
eep'Separate
sas the Policy Hoard may de
accepted acoo.unting
individual participation in the Joint
"!::AJA Document Copyright Ii;) 1972, 1979 and Too AiNeHcan Institute of Architects. All reserved.
This by U.S; Copyright Law and Internationallreiities, Unauthorized repr!tqu or distribution of this
or any portion of it, may result in .civil and. <;riminal penalties, and will be pr I. extent possible
'''''
under the'law, Purchasers are .permitted. to copies of this document of AlA Contract
Thp. AmArir:An i' r
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5.4 One or more joint bank accounts (hereinafter called the "Joint Account") shall be opened in such financial
institutions as may be determined by the Policy Board.
5.5 shall designate an individual orindividuals authorized on its behalf to endorse checks deposited in and
to signe.hecks drawn against the Joint Account. Checks drawn against said Joint Account shall require the signature(s)
of the person or persons designated by the Policy Board.
be promptly deposited in the S;6All payments received by the Joint Venture in connection with this Agreement;s
.
ned beyond the duration of this
olicy Board, and the cost thereof shall be
ribed in Section IS. 1.
Jomt Account and invoices received by the Joint Venture shallbe paid by ch ainst the Joint Account.
5:7 Records of the Joi11tVenture which are required pursuant to
Agteement shall be retained at such place or places as dete
shared by the Parties in proportion to their respective interests
5.8 Upon terminati6'flof the Joint Venture, all facilities and Joint Venture property shall be disposed of at fair market
value or at a price by the Policy Board and the proceeds shall be shared by the Parties in proportion to their
respectiye Section 18.1.
6PRQPERTY_
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6.1 Joint Venture;propef!:r srall consist of the capital contributions described in Article 15 and other property obtained
with the funds ofthe Jomt:Venture. ..
6:2Joint identified and recorded.:rtlleJ6int Venture accounts.
/, ' :;t:'
6.3 Properl:y Venture
Venture
Agrement, orai
..
snalH'emain the property of the contributing Party. As<;heduIe'of
Party is included in Article 17. Upon terminati(jiloftl1i .
by the Policy Board, this property shall be
Party .
. ARtiCLE 7' PRELIMIHARVEXpENSES
7..1 AHexpenses.reW:iitO this Agreement incurred by a Party, up to and inel of this Agreement, shall be
bome by the expenses unless otherwise provided in
:-:.",C: 'ZY::
7.2 All Agreement incurred by a Party, from the date of this Agreement up to and including the
date as of which the Project Agreement is entered into, shall be submitted for approval of the Polky Board, and if
be Parties according to their respective interests as described in Section 18.1, or as otherwise
determined by thePoIi,cy Board.
ART1CLE 8 OWNERSHIP AND USE OF DOCUMENTS
8.1 If.deterniine<i by the Policy Board or required by the ProjectAgreement, intellectual property, designs, drawings,
specifications and other instrnments of service prepared pursuant to this Agreement shall be copyrighted in the name of
thelQint Venture. Each Party shall have the rights and privileges of copyright ownership insofar as is consistent with
thisAgreement, and each Party shall be entitled to prepare documents for other projects based on such Project
dOCllments. No Party shall assign or transfer its copyright interest, permit reproduction of Project documents, or
condone infringement of the copyright by others except upon written consent of the other Party.
8.2 Documents prepared specifically for this
copyrighted solely by that Party, unless by the Policy Board. Each Party
and:the Joint Venture a license to use andreproduce such documents in furtherance of this Where the Party
oWJ:J.ing such copyright is in Agreement, the other Party may use and documents, and
prepf1Te otherdocl,lments derived from them for the Project, under the Project AgreerneQt::Qj"!lrjlyother agreement
between the ancitheOwner, regardless of whether such agreement was a separate or joint basis.
8.3 If bythe Policy Board, intellectual property, including specifications and other
instruments ofservice prepared specifically for this Project by consultants to 'the Joint Venture shall be copyrighted
jointly in the name of the Joint Venture asa "work made for hire" under the conditions established in Section 8.2. All
agreements with consultants to the Joint Venture shall include such a provision.
AlA Document C101T!.1-1993 (formerly C801
Th1
-1993). Copyrlght 1972,1979 and 1993 by The American InstiMe of Architects. All rights reserved.
Init.
WARNING: This A!A'" Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this
AIAOocumenl, or any portion of it, may result in severe.lvii and criminal penalties, and will be prosecuted to the maximum eKtent possible
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survive the termination of this Agreement.
ARTICLE 9 INSURANCE
<;9.1 Each Party toQ;tis shall purchase from and maintain it;lJf.company or companies lawfully authorized to
do business in the jurisdiction in which the Project is located s.IJCh insmance as willpt"9tft theP:lj:rty from claims set'f
r
fOMbelow which may arise out ?for from the Party's services under this and for which the Party
ally s{1eh operations be by the Party or by a consultant to that Party or directly or
. mployedby such Party, or by anyonefgrwhose acts such Party may be ...
J Claims under. disability benefit and other
applieablet()tlie serVIces to be performed;
Claims for damages because of bodi}y injury, occupational or deaUtofthe Party's
.3
peJt"So'oaljl1jll1l1fliability coverage which are sustained (l) by a
son to employment of such person by the Party,
or (2) by person;
for damages bec:au!>c 6rmjury or destructioltpf tangible property, including loss of use
resulting therefrom;
. damages because ofbodily injury,
a motor vehicle;
or property damage arising OUt pf
ges to the construction documents and other valuable to fulfill obligations
reement; and
..._dlU,S"" arising out of the Party's negligeptl'lcts, or omissions in the performance of
9.1 shall be.Writtefifor not l';ssthan the limits of li@ility.specified in Alticle19
coverage with the exceptioq;.'PfSectiolf9.1.8, '\Vheiherwntien on
bemaititained without interruption from date of commencellientofthis
this Agreement (whichever is earlier) until all.
or until such time as this Agreement lias:5eenterminated. Each Party
red inSection 9.1.8, if available, for three yearsfollowingthe Substantial
ates of Insuranceacceptable to the other Party sh<rU filed witli that Party prior to commencement of
'ticates and the by through 9.1.8 shall contatnaprovision
. afforded underthepoITdes will not be non-renewed until at least 30 days' prior
n given to the other Party. If any Earty to this Agreement reduces the limit of liability carried on
y'CSection 9.1.8, that PartwHl give#SO days' ",'ottenu0fiee to the other Party to this Agreement.
9.4 The Parties to this Agreement may elect to providl,1 the Section 9.1 under policies
this Agreement. The pt"erriitim and policies shall be paid as described

-"v,<EL,/.""
9.'5 Each PartY to{l;ti5iAgreCtnent and, where applicable, the Joint Ventureskall procure fidelity coverage protecting
aga,_loss due to fraudulent or dishonest acts. Each Party shall indemnify the Joint Ven!qre Party for
losses caused by fraudulent er dishone$tacts ofits employees to by fidelity
inSllrance available to the JolhEVemure.
ARTICLE 10COMMENCEMENlAND TERMlNI\110N
10.1 This Joint Venture wl.lT(t'ommence'/is ofthe date of this Agreement.
shall.re.niairrsin full forreand until ter:m.in<tted by written t of the Parties hereto or
reelmeIlthas pelformed and all Joint property and. been fully disposed of
this The of each Party to. contribute in accordance with this
ch;,'tH'or. of liabilities of the Joint obligations pursuant to Section 9.2
AlA Documertl C101
1M
(formerly C801 - 1993)' CopyrlgM'1972, 1979 and 1993 bYll'1e AmefiCan Institute of Architects. Allrlgbts reserved.
Init.
WARNING: This AIAOoctftTlent is protected by U.S. Copyright Law and 1.l'!terpational Treaties. Unauthorized reproduction or distribution of Ihis
AtAOocumenl, or any portion of ii, may resull in severe civil and and will be extent possible
under the law. Purchasers "I1;ep !rl1'1itted It:! reproduce ten (10) copies ottnis document when repprt copyright violations of AlA Contract
Documents, e-mail The American Institute of Architects' legal counsel, copyright@ala.org. .-=.
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10.3 This Agreement may be tenninated by eHher Party upon not less than days' written notice should the other
Party substantially fail to perform in accordance with the terms of this Agreement through no fault of the Party initiating
the termination.
10.4lf,i!i the event of termination, the unpaid balance of compensation due the defaulting P .ceeds the cost of
the work of the defaulting Party and expenses made necessary thereby, such excesss. epaid to the
defaulfingParty. If stich costs exceed the unpaid balance, the defaulting Party shall pay
'to the nondefaulting
Parif."tms obligation for payment shall survive termination of this Agreement.
'':' ",' " . ';',','...,
10.5 If the Joint notenterinto a Project Agreement with Party may enter into a
C()l,\Itract to perform contemplated for this Project consent ofthe other Party.
" ,,;:::":';\' ,- , . , ' : ,""
ARltCLE 11
11.1 In of .ssolution,liquidationor any otl1er'incapacity of any Party, the other Party shall complete
the estate, trustee or other entity representing the departing Party shall share in any
the work performed by the departing Party bears to the total share of work required
.from. Amiment.
.; , ,--j, \;_. .. 0:}: ,.- ""Ai""
11.2 orJlOnperformanceby any Party not resulting in termination, the other Party shall complete
the due the defaulting or Party shall be adjusted as provided in
Section ..
",'X_:.!
give such estate,
..
entity representing the departing, defaulting or
itself, any right to Darticlull1:ein the administration of the affairs of the Joint Venture.
arbitration, the Parties shall endeavor to in accordance with
.' Rules of the American Arbitration currently in effect. Demand for
\ngwith the other party to this Agreement anrlwlth the American Arbitration
shallbe made within a reasonable time after the claim, dispute or other matter in
. question event shall the demand for mediation be made after the date when institution of legal,
equitable,.o:r arbit;fation proceedings as provided in Section 12.3 based on such claim, dispute or other matter in question
would statuleof repose or limitations.
arbitration shall befiled in writingwith the other Party to this Agreement and with the American
. .. A demand for arbitration shall be made within a reasonable time after the claim, dispute or
othtp:matter in qu.estion bas arisen. In no event shall the demand for arbitration be made after the date when institution
.' o.flegal or eqpitable proceedings based on such daim, dispute or other matter in question would be barred by the
applicable statute of repose or limitations.
12:4 An arbitration pursuant to this Article 12 may be joi1'le(.i with an arbitration involving common issues of lawor
.fact between a Party to this Agreement and with whom that Party has a contractual obligatio1'l to
arbitrate disputes. No other arbitration arising ofl'ctlltlng to this Agreement shall include, by consolidation;
joinder or in any other manner, an not a Party to this Agreement, except bywritten.t6nsent
containing a specific reference to by the Parties to this Agreement and an'y:,,<:!therperson or entity
soughtJo Consent t0aJ:"l:Jifta'\libuinvolving an person or entity. shall to
matter in question not described in the a person or
nOt. or The foregoing agreement'tQarbitrate to arbitrate with an
eJ::l:tity,duly consented to by the Parties to this enforceable in


tter\lin'[;question between the Parties to this Agreement arising
to and decided by mediation and arbitrationi
lilAibitration Rules of the American Arbitratio .
law in any court having jurisdiction thereof.
. ". , >.3,t
12.5 The award rendered by the arbitrator or arbitrators shall be final, and judgment may be entered upon it in
accordance with applicable law in any court baving jurisdiction thereof.
AlA Document C10r
lWl
-1993 (formerly C801 -1993). Copyright 1972, 1979 and 1993 by The Amerlcanlnstitute of Architects. All rights reserved.
Init.
WARNING: This AIA Document is protilctedby U.S. Copyright Law and Internat.iooal Treaties. Unauthori<:ed reproduction or distribution of this
AIADocument. or any portion of it, may result in severe civil and crimina! penalties, and will be prosecuted to the maximum extent possible
:nder law. are completed. To report copyright violations of AlA Contract
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... r ............... .
113.1 The sh;il retain, for of this mutually agreeable to alli:arties
for use in oi 1counsel" T nWf legal counsel shall be borne
. . in proportiooto their participation as described in SectifJl:lS.1I otherwise determined by thePoli9Y
;;:;.\j<
been duly served
Party.
ly, b.themselves, their partners, successors, aSsi8'.:!lld legal
!'ball covenants of this Agreement, subject toany 1i:riJ1fations stated in
\.gneeBttHit shall be as follows.:
AlA Document C101
1lA
-1993 (formerly C801TM -1 qpyright@1972, 1979 snd1993 by The
Inil
WARNING: This AlA'" Document ismotected by U. t Law and International Treaties.U tionardistribtltion of this
AlA Document, or any portion of it,"ffi!iW resUlt in$lWere and criminal penalties, and will be prOsecuted to the maximum extent pllssible
under tlllllJf!w. Purchasers are permTltedto reproduce ten (10) copies of this document When completed. To report copyright of AlA Conlract
Documenfs, e-mail Tl;te.American Joolitute of Arcl1ilects' legal co!ltJsel, cop;li9ht@ai.a.org. . .
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15.2 Should the Policy Board determine that additional funds are required or. desirable to perform the Project
Agreement, to pay any losses arising therefrom or to eliminate deficits resulting from prior overpayments to the Parties,
the Parties shall, within ten days after determination by the Policy Board, contribute such additional funds in the
respective proportions set forth in Section 18,1. Should any Party be unable, fail or neglect to contribute and deposit
addi@nalfunds in the Joint Account, then the other Party shall have the right to advance the deficiency, and, in such
event, the Party advancing such deficiency shall receive interest on such funds attherate establisheqby the Policy
the time of their advancement to$e time of their repayment. Such excessfunds sl.;mJJ"t>e'repaid in full,
inclu.ding said interest, from the first monies thereafter received from the Owner or tonnection with the
which are distributable to the Parties. Such funds shall be repaid"bliif&'eotherpayments are made to
the Parties. Interest paid for funds thus advanced shall be charged against the Partv,wnme failure necessitated the funds
being advanced.
(Insert rate ofinterest a1]red upon.)
er the Federal Truth in Lending Act, similar state and local consumer. credit laws and
placerJj business, the location of the Project and elsewhere may affect the validity of
thisprollision.Specijic /eg,liljriiLt'ice should be obtained with respect tQ del.etions ormodijications, and also regarding
requtreritentsS1Jfras or waivers.)
M >", . - ",;,.. ,d ,'.'.:', ' ,
that funds are of Joint Venture needs, such excess funds
advanced have been entirely repaid, and balance of s
.exce.ss in proportions set forth in Section 18.1 .. Upon
indebtedness of the Joint Venture shall be disU'ih'utedto the
Partiesin
,,':,_. ':;;:,,,,,-,-
as set forth in Section 18.1.
' " ,,"",:. -, -- ,- ->..,ii::\
.. -;:;" , ;_;
of anticipated profit reduce the obligation of future expenses
of the JointVent:il.feifthes:future expenses should exceed the gross compensationtotbe"oil1t Venture.
AlA Document C1011'M - 1993 (formerly ca01 TIl - 1993). Copy(lg.ht @ 1972, 1979 and 1993 by The American Institute of Architects. All reserved.
Init.
IN This Document is proteoted \),S. Cooyright Law and International Treaties. Unauthorized or of this
severe aodcr!minal perial1las, and will be prosecut1!!d to maximum possible
reoroduce len (10) cooies of thisdocumentwhencomoleted. To reonrt'"nnvrinht vinl"tiom:; nf AlA r.nnt,,,,,t
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ARTICLE 16 SCHEOolE OF SERVICES
The Parties agree toprevloe the folfl5wing <:np'l"'1T1r . ..'
(Itrhis Schedule is for the J
AIr rights reservE!di
Inl,l.
istr.illlrtiOl).!lf this .
akimum extent possible
o report copyright violations of AlA
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ARTICLE 17 SCHEDULE OF PROPERTY
The Parties agree to makeavailable ..the following property for the use oftheJointVenture, respectively:
(If this Schedule is not used for this purpose, type in the appropriate reference document or,when appropriate, the
phrase "Not Applicable" should be typed in the middle ofthe sheet.)
AlA Document C1 01:'" -1993 (formerly C801 ""'.';'1993). Copyright@ 1972, 1979 and 1..993 byThe American Institute of Architects. All rights reserved.
Init.
WARNiNG: This AlA" Document is protected by U.S. Copyrlght law !lnd Il'llemationallraaties. Unauthorized reproduction or distribution of this 10
AlAe Document, or any portien of it, may result 111 severe cMI and criminal penalties; .and will bel prosacl.lted to the maximum extelll: possible
underihe law. Purchasersarepermified to reproduce teo (10) copies oithia documentWhen completed. To report copyright violations of AlA Contract
Documents. The Ameriean nf AI'f"'hifortQ I 1OJ"T'!S1 ...I_ ... ....... .... --
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ARTICLE 1&, JOINTNE
Joint Ventpre OperaHb
(Indicate f.)f..-ision
imzpplicable section.)
alibe based
Profit/Loss, fill out the fl""",rFlff'rintp
":) The respective interests of the Parties in the of the Joint Ve
from or in connection ofthisigree and rneJf1'!l!IStl
rions to working funds, and<(b) liabilities and
ent, as follows:
AlA Document C1 01 1M - 1993 (formerly C40FM - 1993). Coa1,ght..lW2, 1979 and 1993 by Ar.ds. Ali1ights
Init.
WARNING: Till! AlA Document U.S. International T . tllOflzoo reproduction or distributi,on of this
AIADocument; or anyportlon;!i/.fff, ma,:.Jesolt In severe ciVIl and criminal penalties, be prosecuted to the max t
under the law. Purchasers are permitted to reproduce ten (10)' . t when 'completed. T()report copyright vi aLAIA
Documents, e-mail The American Institute of Architects' legal c -ght@aia.org_ ,/'C
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J18.2
18.2.1 shall fDr time of persDnnel used Dn
fDllDwing are designated as Principals:
18.1.2 If a Party should significantly fail to. prDvide timely Dr adequate perfDrrpance Dn an assigned activity. the PDlicy
BDard, at its initiatiDn, may place funds in disputeto' be disbursed to' that Party in escrDW until the perfDrmance failure is
remedied. If, as a result Df such failure, cDst Dr liability results to' a nDndefaulting Party, funds placed in escrow Dr due
the defaulting Party may be used tDreimbutse saidnDndefaulting Party to' the extentDf such CDst Dr liability. Defaulting
be entitled to. receive distributiDn Dfexcess funds Df the JDintVenture as prDvided in Article 15. Said
t\1nds be distributed sDlely to. the nDndefaulting Party in acco.rdance with their remaining interests as
SectiDn 18.1.1. ShDuldthere be insufficient funds to' cDIllpleteservices required PrDject
Agreement, the defaulting Party agrees to' share in such losses in accDrdance with their as described
in.Seaien 18.1.1,and to' make payment to' the nDndefauiting Party to' the extent Df sucninterests.
Venture as set fo.rth belDw:

18:2.3 agreed upDn, the JDint Venture shall have no. emplDyees. Necessary persDnnel shall be
prDvidedfrmnthe staffs Df the Parties. New personnel emplDyed specifically fDr wDrk Dn the Project will be assigned to.
thepayrDll Df Dne Df the Parties by mutual agreement at time Df emplDyment.
The follDwing expenses, incurred in furtherance Df this Agreement, shall be reimbursable by the JDint Venture
at CDst to. the Party incurring them: long distance telegrams and cables; travel (lDcal, excess cDmmutatiDn and
distance) and subsistence; facsimile services; o.vernight deliveries; messenger services (byputside
Drganizatio.ns); specificatiDn typing (by mailing charges (special); reprQd'!1c!ions,
pkotDgraphs, renderings and mDdels; recruitment expenses (ads, agency fees); Dvertimemea:!..allbwance;
and other reimbursable items listed .
(I4entiiY. sp(!<7.ijic types of not listed above.)
AlA Document C101TM -1993 (formerly C801 TM -1993). Copyright 1972, 1979 and 1993 by The American Institute of Architects. All rights reserved.
Init.
WARNING: This AlA Document is protected by U.S. Copyright Law and international Treaties. Unauthorized reproduction or distribution of this 12
AlA'" Document, Of any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum exlent possible
of when completed. To report copyright lIiolations of AlA Contract
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..... "
ARTlELEf9
18.2.5 For q.'> in Section fS.2A, and any itwns included as',
Reimbursable Expenses, a multiplty,of" ()times the by the Parties
to this Agreement in the interest of the Project
..,'"''' ..... and complete books of accounJ,desqibedin Section 5.3 the Joint Venture shall be available
for inspection at mutuaUycbnvenient times.'
INSURANGECOVERAGES
ere,pnsultation with each insuranc;e insert the eacftPa,[ty
oint Venture foT-each type ofinsurance requftred iwSection 9. J, and any !(!th;et;coverages lttNich may be ","
to prQtftct the Pa:r:tie.itfJtFilfAgreement. payment'apPQlltiqttl1!e1'1:llisted in aria
listeiJ:ff/n Section 9.2 should also b(flins/ctled here.) ." -
OTHEflCONDIJIONS OR SERVIC.5S
""'>&/
This Agreement entered into as of the daYi<Uld'Yearfilst . written above,
which one is to be to each Partfto.tliis Agr!ement.
at least
SECOND PARJY.;[Slgnature)
CAUTION: You should sign an Contract Document, onwh!ch this text appears An original assures that,:f'
changes wilt nat.be obscured.::''''''' - -
AlA TM.:;: 1993 (formert,;:C8011l!'f,:"'1993). Copyright 1 1993 by The Architects. All1Jghts reserlled.-
Init.
-WARNING: This AIA "'ocument is protected by U.S. Copyright laWi:and Internation<Jl. Tfeaties. Unauthorized reproduction or distribution of this 13
AlAI!> Document, or any portion of it, In severe will be prosecuteg "to thEl;,ximum extent possible
under the law .t?urcha!!Ws are permittootQ iej)ionuce ten (10) cQpies If this when cQmpleted. To flW0rtCi'oPyrigfffiiiQlations of AIA.C.ontract
DQcuments. e-mail The American Institute If Architects' legal cQunsel, -.
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