Summary: C199™ – 2010, Standard Form of Agreement Between Single Purpose Entity and Contractor for Integrated Project Delivery





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Dispute Resolution—Mediation and Arbitration



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. For use and execution of a document, see its instructions  » 



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.

AIA Document C199–2010 is a standard form of agreement between the Company and the Contractor and is intended for use on a project where an owner, architect, construction manager, and perhaps other project participants (the “Members”), have formed a single purpose entity (the “Company”) to deliver a project utilizing Integrated Project Delivery and have executed AIA Document C195–2008, Standard Form Single Purpose Entity Agreement for Integrated Project Delivery (the “SPE Agreement”).

Under C199–2010, the Contractor’s work is divided into two components: Preconstruction and Construction, portions of which may proceed concurrently. However, the Company may elect that the Contractor only perform Construction. In this case, the Preconstruction services will be omitted from the Contractor’s scope of work.

AIA Document C199–2010 is a standard form of agreement between Company and Contractor and may be used on projects where the basis of payment is a Stipulated Sum or the Cost of the Work plus a Fee with a Guaranteed Maximum Price. The Stipulated Sum or Guaranteed Maximum Price is set forth in an amendment to the Agreement, Exhibit B, Contract Sum Amendment. When the Contractor’s work excludes Preconstruction services, the Contract Sum Amendment will be executed concurrently with the Agreement. When Preconstruction services are provided as part of the Contractor’s Work, the Contractor provides the Company with a Contract Sum proposal which the Company may accept, reject, or choose to negotiate. Upon the Owner’s acceptance of the Contract Sum and execution of the Contract Sum Amendment, the Contractor becomes contractually bound to provide the actual labor and materials for the portion of the Project comprising the Contractor’s scope of work (This Portion of the Project).


C199–2010 incorporates by reference a pre-existing C195–2008, Standard Form Single Purpose Entity Agreement for Integrated Project Delivery. 

Before transmitting Instruments of Service or other information in digital form, parties should establish protocols for that transmission and may use 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 for that purpose.


Dispute Resolution—Mediation 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 may be 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, contact the American Arbitration Association at (800) 778-7879 or visit the website at

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