OAA Standard Contracts2005 PDF

OAA Standard Contracts 2005
ARCHITECT - CLIENT CONTRACT

Agreement
A record of what has been agreed

upon.
Agreement
You need to have agreed upon

something before you can record
that you have.
vs.
Contract
Agreement
Traditionally we refer to Contract as the
instrument recording agreed terms and

conditions between Owner and
Contractor, and Agreement as the
instrument recording agreed terms and
conditions between Client and Architect,
or between Architect and Consultant.
ORAL
Forms of Contract
OAA Standard Contracts 2005 Oral Contract
Not worth paper its written on
If no witness hard to claim or defend
Memories short and convenient
Hardly ever a clear mutual understanding of each

others expectations
At best they increase the bank accounts of

lawyers since they have to spend more time
in litigation
Forms
Written
Written Contracts
All that oral contracts are not
Signing a formal document emphasizes

seriousness of the matter
Contrary to argument against written contract,

Clients are not intimidated
Good business practice
Often those who did not have one lament that

fact later
OAA Standard Contracts 2005 Forms of Written Contracts
Single page (e.g. OAA 301)
Architectural practices own letter agreement

(unilateral contract )
Sign-back letter contract
Owner standard contract
Industry standard contract

Single Page Contract 301
1. To be used as interim agreement binding the

parties until more detailed agreement can be
arrived at. Allows Architect to proceed with the
project.
2. As a last resort only when the alternative is an

oral agreement - Not encouraged!
Architects Own Contract
Seldom contains the balanced, protective clauses

(for both parties)
Argued by users that other 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 contracts between Owner and Contractor)
Clients Standard Contract
Often prepared by Owners legal counsel seeking

to shift balance of risk to Architect
If forced into a non Canadian Standard Form of

Contract for Architectural Services - consult with
both your own legal counsel and your insurer before
signing.
Clients Standard Contracts
Beware of Double Jeopardy clauses:

- Architect will hold Owner 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.
- Architect will obtain building permit.
These types of statements are often
considered as a warranty or
guarantee and as such are
exclusions in your insurance or
indemnity policy.
Accordingly, you are not covered but

your client is provided with a cause
of action (hence the double
jeopardy).
Standard Documents
Strive to use the standard documents

prepared for your use by your
profession. They have stood the test
of time, have had legal input, and are
continually being updated to reflect
changes in practice in law and in
custom.
Standard Contracts
Document
Nine
Canadian
Standard
Form of
Agreement
Between
Architect
and
Consultant
Documents Six and Seven have been
replaced by Document Six, 2002.
RAIC Document Six has been

replaced in Ontario by OAA
Standard Contract 600
Changes in Practice and technology as well
as the need for a document that can be

flexible, comprehensive and easily
customizable to more closely reflect the
realities of architectural practice today
and tomorrow, prompted the need for a
new standard document.
Document 600 is that document.

Document 600- An Overview
The OAA developed and published Mastering the

Business of Architecture to support Ontario
practices in 1999, and distributed it to all
members. The MBA Kit, as it is often known, is
intended to provide a business resource and tool
to Ontario architects to support them operating in
a more competitive, business environment. Part
of the MBA Kit provides guidance on preparing a
detailed scope of services for a project, then
developing, negotiating and contracting the
appropriate fee.
As we released the MBA Kit, we became aware of
the new AIA B141 standard agreement, which

provides much greater utility in scoping and
describing services in detail, and more flexibility
in reflecting fee arrangements than the then
current Canadian version.
On the recommendation of the OAA, the

participants in the National Practice Program
agreed to redevelop the Canadian standard form
in a brand new format, similar to the AIA
document.
Subsequent to publication of RAIC

Six, 2002, a number of members
expressed concerns in regard to the
document.
OAA Council directed staff to develop
an Ontario based contract which led to
document 600
Document 600 is subdivided into 5
distinct modules:
Cover A GC SCH
Authorizes Agreement Definitions General Schedules
use and Form Conditions A-Architects
protects Services
copyright B-Client
Responsibilities
The Agreement is the only module requiring
the parties to execute.
The Cover, Agreement and Schedules are in

Word format for maximum flexibility
The definitions and General Conditions are
in pdf. Changes, if necessary are made
through agreement article A.18 or marking
and initialing the hardcopy
Cover
Space is provided on the cover to identify
the project and the project number
Form
Agreement
Additional services are reserved for changes in

scope of architectural services, and should be
minimal.
GENERAL CONDITION 7.5
The client acknowledges that either the

architect or the client may engage
consultants on behalf of and for the benefit
and convenience of the client; and agrees
that the architect shall not be liable to the
client, in contract or in tort, for the acts,
omissions or errors of such consultants
whether retained by the architect or the
client. Nothing in this clause shall derogate
from the architects duty of coordination.
SCH
Schedules
Architects Services
Client Responsibilities
SCHEDULE A TO 600
ARCHITECT'S
SERVICES: CLIENT'S
ITEM N/A
FEE RESP.
CLASS
Analyses of client's needs- review clients stated objectives
and advise on viability of the project
Statement of Requirements or Building Program- Set out

the fundamental objectives of the project, including the
interrelation of space allocations, the areas required
for the spaces, specific materials and /or assemblies to
be used, massing, time factors, cost implications,
constraints, and any special design considerations
required for the project.
Schedules
The system is designed for maximum

flexibility. Modules may be further
separated into sub-modules grouping
services by fee arrangement (e.g. fixed fee
or percent of construction cost for a group
of services; and time based for another
group).
Some may prefer to have a column added to the

side of the schedule of services with a fee noted
alongside each item.
In the alternative, groups of services may have a fee

attached; and another alternative would be to not
have any fee attached to the schedule other than
what was noted in the agreement for the project.
Flexibility
Discuss menu with client and jointly

customize the agreement
Prepare customized version and discuss

proposed services and clients obligations with the
client
Flexibility
Some may prefer to place $ value of

services along each item
Some may prefer to place hours for each

service
Some prefer no list of fees for service

tasks
No Cherry Picking
IMPORTANT!
One important aspect of the main menu and

schedule approach is that it provides an excellent
vehicle with which you can use as a checklist to
review with your client in detail the services you
will be providing.
The time taken to review the entire agreement

including agreement form, Definitions, General
Conditions, and the Schedules is perhaps the
best investment you can make to avoid
disagreements and to ensure that the
expectations of both parties converge.
Services that were not easily reflected by previous
versions of the standard agreement between Client

and Architect can now be readily accommodated by
appropriate customized schedules of Architects
Services and Clients Obligations.
Some members will prefer to review the entire main

menu with their clients and together prepare the
schedules. Others may prefer to prepare a
customized schedule of services and review the
schedule with the client - adding or subtracting
services through dialogue.
Customize
Expand on or delete list of

services as required for each
project/client
New for 2005
OAA 600
OAA 609*
GUIDES for 600 and 609*

(*609, Contract For Sub-consultant services, is anticipated
to be issued at the end of 2005).
Summary
1. The contract is a RECORD of

what has been agreed between the
client and the architect. In order that
this record may be made, the parties
will have to have discussed their
expectations of each others
obligations and reached an accord.
Summary
2. Standard contracts prepared

by your association serve as an
excellent starting point for you to
prepare a contract customized for
your client and for your clients
project. The final contract should
be balanced and fair to both
parties.
Summary
3. Do not enter into ORAL contracts.
They offer very little or no protection

to either party and are the source of
disputes which can (and often do)
escalate into serious and costly legal
arguments.
Summary
4. Avoid hybrid forms of contracts,

particularly those drafted to
transfer risk to parties in non-
traditional ways.
Avoid the practice of the letter

agreement. Use as much as
possible the professions standard
contracts.
Summary
5. Standard contracts are compatible

with other standard documents
recognized as such in the industry
(CCDC documents, design-build
documents 14 & 15, CCDC
documents, etc.).
Summary
6. Document 600 is designed to

be compatible with and complementary
to the MBA Kit.
Fees and services are more closely

linked than previous versions.
Summary
7. Document 600 readily

accommodates an expanded range
of services including non-traditional
services.
Summary
8. Document 600 provides

architects with another tool for
business and marketing opportunities.
Summary
9. The format is redesigned for ease
of use and reference:

Document is separated into distinct
modules
cover
agreement
definition
general conditions
schedules
Articles in the agreement and general
conditions modules are identified by an
alpha-numeric code for ease of
reference
Summary
10. Additional services are minimized and

relegated to unforeseen and
unanticipated scope changes.
Services not agreed to in the

agreement are treated as change in
scope and subject to adjustment to
fees and time.
Summary
11.Electronic format makes the document
readily accessible and easier to
complete while maintaining control
over the maintenance of it as a
standard document.
OAA Standard Contracts 2005 Summary
12 As in all contractual relations, one of the

best investments of time is a careful, item by
item discussion between architect and client
as to the scope of services. It not only
greatly reduces later opportunity for the
client to introduce scope creep, but also
serves to identify to the client the value of
the architects services and increases the
convergence of the expectations of the
parties to the agreement.
Document 600 facilitates such
discussions by introduction of the list of
services

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OAA Standard Contracts 2005

ARCHITECT - CLIENT CONTRACT

A record of what has been agreed

You need to have agreed upon

instrument recording agreed terms and

If no witness hard to claim or defend

Memories short and convenient

Hardly ever a clear mutual understanding of each

At best they increase the bank accounts of

All that oral contracts are not

Signing a formal document emphasizes

Contrary to argument against written contract,

Good business practice

Often those who did not have one lament that

Single page (e.g. OAA 301)

Architectural practices own letter agreement

Sign-back letter contract

Owner standard contract

Industry standard contract

1. To be used as interim agreement binding the

2. As a last resort only when the alternative is an

Seldom contains the balanced, protective clauses

Argued by users that other contracts offend and

Not always compatible with other documents (e.g.

Often prepared by Owners legal counsel seeking

If forced into a non Canadian Standard Form of

Beware of Double Jeopardy clauses:

Accordingly, you are not covered but

Strive to use the standard documents

replaced by Document Six, 2002.

RAIC Document Six has been

as the need for a document that can be

Document 600 is that document.

The OAA developed and published Mastering the

the new AIA B141 standard agreement, which

On the recommendation of the OAA, the

Subsequent to publication of RAIC

the parties to execute.

The Cover, Agreement and Schedules are in

Additional services are reserved for changes in

The client acknowledges that either the

Statement of Requirements or Building Program- Set out

The system is designed for maximum

Some may prefer to have a column added to the

In the alternative, groups of services may have a fee

Discuss menu with client and jointly

Prepare customized version and discuss

Some may prefer to place $ value of

Some may prefer to place hours for each

Some prefer no list of fees for service

One important aspect of the main menu and

The time taken to review the entire agreement

versions of the standard agreement between Client

Some members will prefer to review the entire main

Expand on or delete list of

GUIDES for 600 and 609*

1. The contract is a RECORD of

2. Standard contracts prepared

3. Do not enter into ORAL contracts.

They offer very little or no protection

4. Avoid hybrid forms of contracts,

Avoid the practice of the letter

5. Standard contracts are compatible