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ARCHITECT’S CONTRACTS
Charles GreenbergPractice Advisor, OAA
Charles Simco, Shibley Righton LLP
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IN THIS SESSION
• What are Architect’s Contracts
• Standard Contracts
• Non-Standard Contracts
• OAA 600, 800 & 900
- Preparing
- Important Clauses
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ARCHITECT’S CONTRACTS
• Clent / Architect OAA
• Architect / Consultant OAA
• Construction Contract CCDC
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Standard Architect’s Contracts
• OAA 600 Client/Architect
• [OAA 601 separate services]
• OAA 800 Short form
• OAA 900 Architect/Consultant
• Licensed Technologists OAA
OAA 602, 603, 801, 901
• Architecture Canada /RAIC - 6,7,8 & 9
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Non-Standard Contract Forms
• Client’s Custom Contract
- Government or Private Sector
• Client’s Supplementary Conditions to change the Standard OAA contract
• Architect’s custom contract
• Architect’s proposal letter
• Subconsultant’s binding letter
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Use Standard Contracts !
• they have legal input
• prepared by your profession
• have stood the test of time
• they are regularly updated
– to reflect changes in practice
– in law and
– in custom
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CONTRACT PARTS
A. AGREEMENT
B. DEFINITIONS
C. GENERAL CONDITIONS (GCs)
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AGREEMENT
A.5 owner
A.6 Client’s budget
A.7 anticipated dates
A.8 anticipated construction contract
A.9 “can rely on” A.6, 7 & 8
client & architect
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AGREEMENT
A.10 shall coordinate services of
Consultants
.1 engaged by the Architect
.2 engaged by the Client
Note: GC 8.5 ...Nothing in this clause shall
derogate from the Architect’s duty of Consultant
Coordination.
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AGREEMENT
A.12 % of fee per phase
A.13 admin. % on reimbursements
A.14 mileage
A.15 retainer
A.16 payment of invoice
A.17 interest
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DEFINITIONS
• Contingency (1), (2) & (3)
• Consultant Coordination
• General Review
• Instruments of Service, Electronic
Documents (copyright - CAD)
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GENERAL CONDITIONS
GC 1 Architects Responsibilities
• professional skill and care
• expediously
• consultant coordination
• key personnel
• conflict of interest
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GC 2 & 3 SCOPE OF SERVICES
GC 2 Basic Services
GC 3 Additional Services
3.1 Common
3.2 Unforeseen
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SCOPE OF SERVICES
read the words carefully:
“Assist”, “Based on”, “Report”, “Review”,
“Advise”...
2.1.18 Assist – permits
2.1.19 Bids – review and report -(Do not Recommend)
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• 3.1 Additional Services
• tenant related designs
• rendering, models, photography
• multiple bid packages
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• 3.2 Unforeseen
• inconsistent instructions
• significant scope changes
• change in anticipated dates
says - compensation at hourly rates in
A11 or as agreed
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GENERAL CONDITIONS
GC 4 Client’s Responsibilities
GC 5 Budgets, Estimates &
Construction Cost
GC 6 Construction Phase Services
GC 7 Copyright
GC 8 Liability of Architect
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GENERAL CONDITIONS
GC 9/10 Suspension & Termination
GC 11 Payments to Architect
GC 12 Misc.
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GENERAL CONDITIONS
GC 13 Other Terms of Contract
e.g. “...as described in _______ attached
to this contract.”
• get legal advice for changes (call PAS)
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Architect’s Own Custom Contract
• Seldom contains the balanced, protective
clauses (for both parties.)
• Argued that big contracts offend and intimidate the client (the same clients who lost their being intimidated by launching litigation action!)
• Not always compatible with other documents (e.g. CCDC construction contracts between Owner and Contractor.)
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“Client’s Standard” or
Supplementary Conditions
• Often prepared by Client’s legal counsel seeking to shift balance of risk to Architect.
• If forced into a non-standard OAA or RAIC Contract for Architectural Services - consult your own legal counsel and your insurer before signing.
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Beware of Double Jeopardy clauses:
• Architect will hold Client harmless from all defects.
• Architect will ensure that the building is built in complete conformance with all applicable codes, regulations, bylaws,
etc. of all authorities having jurisdiction.
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• Architect will apply for and obtain building permit and other applicable releases from Authorities Having Jurisdiction.
• Architect will obtain LEED certification.
• And any other things a client might want
you to ensure.
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• Ensure means warranty or guarantee
• Insurance or indemnity policies do not
cover you guaranteeing things.
• So – you can be sued, if you cannot
deliver, but you are not covered
because you agreed to a guarantee
(hence the double jeopardy.)
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Use a WRITTEN Contract
• Discuss expectations & obligations
• Reach an accord
• Record the agreement – the contract
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Use STANDARD Contracts
• Prepared for you
• Balanced and fair to both parties
• Can be tailored
• Compatible with CCDC
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Do not rely on ORAL agreement
• no protection for either party
• biggest source of escalation: simple
disagreement > dispute > legal >
claim >complaint
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Avoid hybrid forms of contracts
• Transfers risk in non-traditional ways.
• Letter agreement.
• Client’s standard contract or Client’s
Supplementary Conditions
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OAA 600 and Commentary
• A business & marketing tool
• Reviewing GC 2.1 & 3.1 shows the
breadth and value of services
• Discussion is your investment
• Minimizes “scope creep”
• Maximizes convergence of
expectations
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Other References:
• RAIC - Fee Guide
• RAIC CHOP 2.1.9 Risk Management
and Professional Liability
• OAA website, Practice Tips, Contracts
Experience:
• Learn during employment –
• Call OAA Hotline