Summary:
A quick overview of "C421™ – 2018, Standard Form of Master Agreement Between Architect and Consultant for Services provided under multiple Service Orders". Learn about Related documents, Changes from previous edition, and dispute Resolution from C421.
Content.
Changes from the previous edition
Dispute Resolution—Mediation and Arbitration
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 use and execution of a document, see its instructions »
Related documents.
C421–2018 incorporates by reference, either in the Master Agreement or in the Service Order, a pre-existing Owner-Architect Agreement known as the Prime Agreement. C421–2018 can be used with most Owner-Architect agreements including AIA Documents B101™–2017, Agreement Between Owner and Architect; B104™–2017, Agreement Between Owner and Architect for a Project of Limited Scope; AIA Document B121™–2018 Master Agreement Between Owner and Architect for Service provided under Multiple Service Orders; and many others. Where the Prime Agreement is listed in C421–2018, that specific Prime Agreement will be applicable to all Service Orders. Where a specific Prime Agreement is listed in the Service Order, the Prime Agreement is applicable only to that Service Order.
AIA Document C421–2018 does not include a Consultant’s scope of services. The scope of services must be added by use of an executed Service Order to form the Service Agreement for a Project. C421–2018 has been coordinated for use with AIA Document C422–2018, Service Order for use with Master Agreement Between Architect and Consultant. When used with a non-AIA Service Order, it is important that the documents are carefully coordinated.
Before transmitting Instruments of Service or other information in digital form, parties should establish protocols for that transmission.
Changes from the previous edition.
AIA Document C421–2018 revises AIA Document C421–2014 to parallel the 2017 revisions made in C401–2017, Standard Form of Agreement Between Architect and Consultant and A201–2017, General Conditions of the Contract for Construction. Many of the changes were made in order to be consistent with changes made in AIA Document B101–2017, while other changes focus on fostering clarity in the Owner-Consultant Agreement. Described below are highlights of major changes in C401–2017, Standard Form of Agreement Between Architect and Consultant.
Article 3 – Service Agreement
§ 3.8 Use of Digital Data. This section requires the development of protocols for the transmission of Instruments of Service or other data in digital form.
§ 3.9 This new section requires the parties to develop protocols for the use of, and reliance on, a building information model or portion thereof. Use of, or reliance on, a building information model without established protocols will be at the using or relying parties’ sole risk.
Article 11 – Claims and Disputes
§ 11.4 Consultant’s Indemnity Obligation. New language has been added to clearly state that the Consultant’s duty to indemnify the Architect does not include the additional duty to defend the Architect, which was the intended meaning of C421–2014.
§ 11.5 Architect’s Indemnity Obligation. New language has been added to clearly state that the Architect’s duty to indemnify the Consultant does not include the additional duty to defend the Consultant, which was the intended meaning of C421–2014.
Article 12 – Termination or Suspension of Service Agreements
§ 12.1 Termination and Licensing Fees
§ 12.1.1.1 A fill-point has been added for the parties to identify the termination fee, if any, that the Architect would pay to the Consultant in the event of a termination not due to the fault of the Consultant (e.g. termination by the Architect for its convenience or if the Consultant terminates because of an extended suspension of the Project).
§ 12.1.1.2 A fill-point has been added for the parties to identify the licensing fee, if any, that the Architect would pay to the Consultant in the event of a termination not due to the fault of the Consultant (e.g. termination by the Architect for its convenience or if the Consultant terminates because of an extended suspension of the Project) if the Architect intends to continue using the Consultant’s Instruments of Service on the Project.
§ 12.1.2.1 A fill-point has been added for the parties to identify the termination fee, if any, that the Architect would pay to the Consultant in the event the Owner terminates the Prime Agreement. The termination fee is contingent on the Architect’s entitlement to, and receipt of, a termination fee from the Owner.
§ 12.1.2.2 A fill-point has been added for the parties to identify the licensing fee, if any, that the Architect would pay to the Consultant in the event the Owner terminates the Prime Agreement and the Owner intends to continue using the Consultant’s Instruments of Service. The licensing fee is contingent on the Architect’s entitlement to, and receipt of, a licensing fee from the Owner.
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 adr.org.