In addition to updating their standard family of contracts for architects and designers, AIA attorneys also look for new ways to meet needs and make projects run smoother. In May of last year they released the C102 Teaming Agreement, marking their effort to help different types of firms across the industry collaborate more fairly and more efficiently. Two of the attorneys that helped develop the agreement walked us through what makes it a practical and unique solution for architects, designers, engineers and contractors competing for bigger, more complex projects.
“What teaming allows you to do is combine the expertise of two different entities that have a specialization in different areas when they want to be a more attractive candidate for getting a job,” says Michael Bomba, an attorney with AIA. “While an architect will typically say, ‘I’ll take on your standard MEP design,’ they may need a specific engineering entity who has specific experience to make themselves more attractive to the owner.” Bomba points out that this type of teaming arrangement has been fairly common; finding contract documents that truly fit the situation was rare.
Previously, any firms wanting to use AIA documents to pursue these partnerships would need a joint venture agreement that created a whole new legal entity or looser agreements with the potential for costly disputes and multiple renegotiations. The C102 approaches the relationship differently as it does not require the creation of a new legal entity and it’s tailored precisely to the unique needs that come up with requests for proposals, design competitions and public/private partnerships. “It’s an agreement that will govern how you’re going to pursue getting a project,” says Bomba, “It was something we were seeing in the industry, and we wanted to write a document that responded to that.”
The C102 works by establishing a team manager and a team member who will be collaborating on a potential project. Architects, designers, contractors, subcontractors, engineers or any consultants can fill these roles because each C102 sets forth the manager and member’s specific roles and responsibilities throughout the proposal process. In order to make the C102 more comprehensive, it also addresses expectations if there is a challenge to the bid and what happens when the owner makes their final decision. Terms of compensation are clearly defined if the team doesn’t get the project, and if they do succeed a full, predefined agreement goes into effect.
For Bomba that feature sets the document apart because it avoids one of the major problems with other teaming agreements: the agreement to agree. “In legal terms, an agreement to agree is unenforceable,” Bomba says. In the past, these unenforceable promises to agree on terms when the time comes have left team members vulnerable to being cut from the project without compensation and created difficult negotiations for team managers.
The C102 defines everyone’s role on the proposal as well as potential role on the project before any work gets done. The contract also allows for terms in exceptional cases, such as an owner wanting to change out a specific team member. For Dennis Bolazina, an attorney and architect who worked on the committee for the Teaming Agreement, this comprehensive approach means peace of mind for the proposal. “You go into the team and come out of the team with the same terms and conditions from the get-go. That way both sides can go into the project with what they believe is a fair deal.”
Bolazina appreciates that these features make the C102 unique, as there was not a standard document before. For him, teaming can open the door to huge rewards for a wide range of professionals, and this agreement makes that more possible than ever: “It’s an important document for the entire industry,” Bolazina says, “from architects and engineers to private construction. There are billion-dollar projects out there, but they require a joint effort. This Teaming Agreement gives good control for managers that want to use that joint effort.”
Learn more about the AIA’s Teaming Agreement:
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