Pete Noone is a principal at Solomon Cordwell Buenz (SCB), an architecture, interior design and planning firm with a thoughtful design vision and a dynamic national imprint. As the managing director of SCB’s San Francisco office, Noone provides leadership to the firm’s West Coast practice, which includes numerous high-rise residential, office, and mixed-use developments, as well as student life and residential facilities on several California college and university campuses.
This fall, the American Institute of Architects (AIA) will release the final addition to its suite of Master Agreements: the A421-2018 Standard Form of Master Agreement Between Contractor and Subcontractor where Work is provided under multiple Work Orders. It is written for contractors who will hire the same subcontractor for many projects involving the same or different owner(s). The new A421 Master Agreement contains the common contract terms and conditions, such as dispute resolution, insurance, and payments, that will apply to each Work Order. After executing an A421, contractors can issue scopes of work for multiple projects to their subcontractors without negotiating the governing terms and conditions of the agreement for each project.
The A421 is not a stand-alone agreement and pairs with the A422-2018 Work Order for use with Master Agreement Between Contractor and Subcontractor. The Work Order specifies the subcontractor’s scope of work. These documents base their overall content and structure on the A401-2017 Standard Form of Agreement Between Contractor and Subcontractor, a widely used AIA document.
One feature of these documents is that the Master Agreement identifies the representatives authorized to act for the contractor and subcontractor relative to the overall Master Agreement, while each Work Order identifies the individuals authorized to represent the parties with respect to issues pertaining to that particular Work Order. Like all AIA Master Agreements, A421 does not obligate the parties to issue or accept any Work Orders. The A421 Master Agreement remains in place for one year after the date it is executed and automatically renews annually on that date, unless terminated by one of the parties. If either party elects not to renew the Master Agreement, its terms remain applicable until all Work Orders issued pursuant to the Master Agreement are completed or terminated.
Another feature of the A421 is that it incorporates the Prime Contract. The result is that the terms and conditions to which the owner and contractor agreed in the Prime Contract “flow down” to the contractor and subcontractor. The A421 also sets out the parties’ mutual rights and responsibilities. When there is a conflict between provisions in the Master Agreement and a Work Order, the terms of the Work Order govern. As with most AIA Documents, terms not defined in the Master Agreement or Work Order are as defined in the A201-2017.
The A421 Master Agreement defines the subcontract documents and the subcontract. The subcontract documents consist of the Master Agreement; the Work Order and other documents listed therein; the Prime Contract between the owner and contractor and its associated Contract Documents; Drawings, Specifications, and Addenda issued in connection with the Work Order; and Modifications to the Prime Contract issued after execution of the Work Order. Those subcontract documents enumerated in each work order form the subcontract.
The A421 provides that the contractor and subcontractor will resolve disputes that involve the contractor and owner in accordance with the dispute resolution provisions in the Prime Contract. However, if the dispute does not involve the contractor and owner—or the subcontractor is legally precluded from being a party to the dispute resolution procedures of the Prime Contract—then the contractor and subcontractor must first proceed to mediation. For disputes not resolved through mediation, the Contractor and Subcontractor agree on binding dispute resolution via arbitration, litigation, or another form that they select in the Master Agreement.
In addition to the Subcontractor’s scope of work, the A422 Work Order identifies the name, location, and detailed description of a Project; the names of the owner and the architect; the dates of commencement and Substantial Completion of the Subcontractor’s Work; the subcontract time; the subcontract sum; payment terms; insurance and bond requirements; and any requirements for temporary facilities.
Other AIA Master Agreements and Work Orders include documents for use between Owners and Contractors, Owners and Architects, and Architects and Consultants. In this release, the 2014 Master Agreements and Task Orders have also been updated pursuant to 2017 revisions.
Other contractor-owner specific documents included in this release are:
- A121–2018: Standard Form of Master Agreement Between Owner and Contractor where Work is provided under multiple Work Orders
- A221–2018: Work Order for use with Master Agreement Between Owner and Contractor
- A421–2018: Standard Form of Master Agreement Between Contractor and Subcontractor where Work is provided under multiple Work Orders
- A422–2018: Work Order for use with Master Agreement Between Contractor and Subcontractor
Get a list of documents included in the 2018 release and download free samples of the documents.