Instructions: C421™ – 2018, Standard Form of Master Agreement Between Architect and Consultant for Services provided under multiple Service Orders

Synopsis.

AIA Document C421–2018 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. C421-2018 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. C421-2018 is coordinated for use with AIA Document C422™–2018, 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. For all document details and a record of changes, see the summary  »

 

Using C421–2018.

Cover Page

Date. The date represents the date the Master Agreement becomes effective. It may be the date that an oral agreement was reached, the date the Master Agreement was originally submitted to the other party, the date authorizing action was taken or the date of actual execution. However, the Master Agreement is not a complete agreement for architectural services, and professional services should not be performed prior to execution of a Service Order.

Parties. Parties to this Master Agreement should be identified using the full legal name under which the Master Agreement is to be executed, including a designation of the legal status of both parties (sole proprietorship, partnership, joint venture, unincorporated association, limited partnership or corporation [general, limited liability, close or professional], etc.). Where appropriate, a copy of the resolution authorizing the individual to act on behalf of the firm or entity should be attached. Other information may be added, such as telephone numbers and electronic addresses. The Consultant’s Discipline should also be described.

Article 1 – Master Agreement Term and Party Representative

§ 1.4 Insert the name, title and other identifying information of the individual authorized to act on the Architect’s behalf with respect to this Master Agreement. This may be the same or a different individual than the representative authorized to act on the Architect’s behalf with respect to, and identified in a Service Order.

§ 1.5 Insert the name, title and other identifying information of the individual authorized to act on the Consultant’s behalf with respect to this Master Agreement. This may be the same or a different individual than the representative authorized to act on the Consultant’s behalf with respect to, and identified in a Service Order.

Article 2 – Service Orders

§ 2.5 Where the parties wish to identify a Prime Agreement that will be applicable to all Service Orders issued under the Master Agreement, the Prime Agreement should be identified here. Where the Prime Agreement may vary from Service Order to Service Order, identify the applicable Prime Agreement in each Service Order.

Article 5 – Consultant’s Responsibilities

§ 5.8.1.3 Some insurers have written excess policies which expressly state that they apply only in the event the underlying policies are exhausted through payments made by the underlying insurers (sometimes referred to as “actual exhaustion”). Policies that do not expressly require actual exhaustion are interpreted to permit exhaustion of the underlying policies through payments or contributions made by any combination of underlying insurers, insureds or third parties (sometimes referred to as “functional exhaustion”.) Policies that only permit actual exhaustion are counterproductive to settlement, whereas policies that permit functional exhaustion encourage settlement. The intent of this section is to facilitate settlement by requiring that any excess policies allow for functional exhaustion.

Article 6 – Scope of Consultant’s Services

§ 6.1 Note that, pursuant to Section 6.1, the Consultant is expected to provide the same services for This Portion of Project that the Architect provides to the Owner for the entire Project, except as the parties agree to limit the Consultant’s services in each Service Order. Particular care should be taken if the Consultant is a consulting architect in order to ensure clear lines of responsibility between the two architects and avoid duplication of effort.

Article 11 – Claims and Disputes

§ 11.3  Select from three choices of binding dispute resolution: (1) arbitration, (2) litigation or (3) another method that the parties must identify. Other types of dispute resolution include a dispute resolution board or a mini-trial. For additional information about other methods of dispute resolution, refer to The Construction Industry’s Guide to Dispute Avoidance and Resolution or visit adr.org for more information.

Article 14 – Compensation

A detailed discussion of compensation methods may be found in the Instructions to AIA Document B101–2017, Standard Form of Agreement Between Owner and Architect.

§ 14.1 See methods of compensation referenced above.

§ 14.2 See methods of compensation referenced above.

§ 14.3 See methods of compensation referenced above, if other than a percentage of the invoiced amount.

§ 14.4 Insert the employee names or category of employees that will be billed at an hourly rate. Insert the hourly rate for each employee or category of employee identified.

Article 15 – Special Terms and Conditions

Insert any modification to the standard text of the document, if the modifications are not otherwise inserted elsewhere in the document. For more information about modifying the document, refer to the Modifications section of these Instructions.

 

Executing the agreement.

The persons executing the Master Agreement should indicate the capacity in which they are acting (i.e., president, secretary, partner, etc.) and the authority under which they are executing the Agreement. Where appropriate, a copy of the resolution authorizing the individual to act on behalf of the firm or entity should be attached.

 

Important.

Modifications. Particularly with respect to professional or contractor licensing laws, building codes, taxes, monetary and interest charges, arbitration, indemnification, format and font size, AIA Contract Documents may require modification to comply with state or local laws. Users are encouraged to consult an attorney before completing or modifying a document.

Reproductions. This document is a copyrighted work and may not be reproduced or excerpted from without the express written permission of the AIA. There is no implied permission to reproduce this document, nor does membership in The American Institute of Architects confer any further rights to reproduce this document. For more information, see the document footer and the AIA Contract Documents® Terms of Service.

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