Canadian Standard Form of Contract for Architectural Services PDF 2018 Edition

Canadian Standard Form of Contract for Architectural Services DOCUMENT SIX 2018 Edition ADAPTED FOR: Affix...

Canadian Standard Form of Contract for Architectural Services DOCUMENT SIX 2018 Edition ADAPTED FOR: Affix RAIC Authorization Seal Here The Document within this cover is protected by copyright and when an authorization seal is affixed the contract is an authorized copy of the Canadian Standard Form of Contract between Architect and Client. The Royal Architectural Institute of Canada  Canadian Standard Form of Contract for Architectural Services Contents Agreement pages AF1 to AF4 Document Six A1 Date 2018 Edition A2 Client A3 Architect A4 Project A5 Place of the Work A6 Owner A7 Construction Budget A8 Construction Schedule A9 Construction Contract A10 Professional Services A11 Consultants A12-A19 Fees and Reimbursable Expenses A20-A24 Professional Liability Insurance A25 Other Terms of Contract Signing page Definitions pages D1 and D2 General Conditions pages GC1 to GC7 GC0 Preamble GC1 Architect’s Responsibilities and Scope of Services GC2 Additional Services GC3 Client’s Responsibilities GC4 Construction Budget, Construction Cost Estimate and Construction Cost This document has been developed by the Royal Architectural GC5 Architect’s Role and Authority During Construction Institute of Canada (RAIC) on behalf of the architectural profession in Canada. GC6 Use of Documents GC7 Standard of Care Enquiries on the application and use of this document should GC8 Indemnification be directed to the Practice Advisors of the appropriate GC9 Limitations of Liability Provincial Association of Architects. GC10 Insurance GC11 Termination and Suspension Suggestions on the development of standard contract GC12 Payments to the Architect documents can be forwarded in writing to: GC13 Percentage-Based Fee GC14 Dispute Resolution The Royal Architectural Institute of Canada GC15 Miscellaneous General Conditions © Copyright 2018 Schedules Schedule A – Services (tabular) Must not be copied in whole or in part without written and permission of the Royal Architectural Institute of Canada Schedule B – Reimbursable expenses (tabular) and Schedule C – Time-Based rates (tabular) Supplemental Schedules Schedule A1 – Predesign Services Schedule A2 – Building Condition Report Services Schedule A3 – Services for a Simple to Average Project Schedule A4 – Custom Residential Design Services Schedule A5 – Interior Fit-up Services Document Six – 2018 Edition Revised 2020‐09 © 2018 This document is protected by copyright. It may be reproduced and used when an RAIC Authorization Seal is affixed to the cover of the document. The use of the Canadian Standard Form of Contract for Architectural Services – Document Six without an authorization seal constitutes an infringement of the copyright. Canadian Standard Form of Contract for Architect’s Services DOCUMENT SIX 2018 Edition Agreement A1 This agreement is made on: _____________________________________________ (Date) A2 between the Client: _____________________________________________ (Name) _____________________________________________ (Address) _____________________________________________ (City) (Province) _____________________________________________ (Postal Code) _____________________________________________ (E-mail) (Fax no.) A3 and the Architect: _____________________________________________ (Name) _____________________________________________ (Address) _____________________________________________ (City) (Province) _____________________________________________ (Postal Code) _____________________________________________ (E-mail) (Fax no.) A4 for the following Project: _____________________________________________ A5 at the following Place of the Work: _____________________________________________ Document Six – 2018 Edition AF 1 of 5 Revised 2020-09 © 2018 This document is protected by copyright. It may be reproduced and used when an RAIC Authorization Seal is affixed to the cover of the document. The use of the Canadian Standard Form of Contract for Architectural Services – Document Six without an authorization seal constitutes an infringement of the copyright. A6 The owner, if other than the Client, is: _____________________________________________ A7 The Construction Budget is: $ ____________________________________________ A8 The Client’s anticipated dates for construction are:.1 Commencement of construction: ____________________________________________________.2 Ready-for-Takeover: ______________________________________________________________ A9 The anticipated Project delivery method and form of Construction Contract are:.1 Project delivery method: ___________________________________________________________.2 Form of Construction Contract: ______________________________________________________ A10 The Architect shall provide the Services described in Schedule A – Services OR Schedule A___ - __________________________ whichever is attached to this contract. The Client shall be responsible for other services as indicated in Schedule A – Services OR Schedule A___ - __________________________ whichever is attached to this contract. A11 The following Consultants have been or will be engaged on the Project:.1 by the Architect: ______________________________________ _____________________________________ ______________________________________ _____________________________________ ______________________________________ _____________________________________.2 by the Client: ______________________________________ _____________________________________ ______________________________________ _____________________________________ ______________________________________ _____________________________________ A12 The fee for the Services, excluding any Value Added Taxes, shall be comprised of one or more of the following as indicated in Schedule A - Services: Document Six – 2018 Edition AF 2 of 5 Revised 2020-09 © 2018 This document is protected by copyright. It may be reproduced and used when an RAIC Authorization Seal is affixed to the cover of the document. The use of the Canadian Standard Form of Contract for Architectural Services – Document Six without an authorization seal constitutes an infringement of the copyright..1 A fixed fee of $____________________________..2 A percentage-based fee calculated as ___________% of the Construction Budget, the Construction Cost Estimate, and the Construction Cost as described in GC 13 – Percentage-Based Fee..3 A fee based on time-based rates for personnel employed by the Architect or the Architect’s Consultants as stated in Schedule C – Time Based Rates..4 Other: A13 Payment of a fixed or percentage fee shall be apportioned to the phases of the Services as follows:.1 Pre-design phase: _____%.2 Schematic design phase: _____%.3 Design development phase: _____%.4 Construction documents phase: _____%.5 Bidding or negotiation phase: _____%.6 Construction phase: _____%.7 Post-construction phase: _____% Total: 100 % A14 Reimbursable Expenses shall be payable on the basis stated in Schedule B – Reimbursable Expenses. A15 The Client shall pay the Architect, upon execution of this contract, a retaining fee in the amount of $____________________, which shall be applied to the Architect’s last invoice. A16 The Architect shall issue invoices for the Architect’s fee and Reimbursable Expenses, plus Value Added Taxes, in accordance with GC 12.1. Invoices shall be issued monthly, unless the Client and the Architect agree otherwise. A17 The Client shall pay the Architect within 30 days after date of issuance of an invoice or within such time as is prescribed by the law of the Place of the Work, whichever is earlier. An invoice unpaid after 30 days shall bear interest, calculated monthly at the rate of ________% per annum. A18 The addresses for official notices in writing between the Architect and the Client shall be as stated in Articles A2 and A3. The delivery of such notices shall be by hand, by courier, by first class mail, by facsimile, or by other means of electronic communication during the transmission of which no indication of failure of receipt is communicated to the sender. A notice shall be deemed to have been received by the addressee on the date of delivery if delivered by hand or by courier or, if sent by mail, it shall be deemed to have been received five calendar days after the date of mailing, not counting days without mail service. If sent by electronic means, a notice shall be deemed to have been received on the date of its transmission, provided that if such day is not a working day, or if received after the end of normal business hours on the date of its transmission at the place of receipt, then it shall be deemed to have been received at the opening of business at the place of receipt on the first working day next following the transmission. Any change in address of the parties for official notices shall be communicated by official notice in accordance with this Article. Document Six – 2018 Edition AF 3 of 5 Revised 2020-09 © 2018 This document is protected by copyright. It may be reproduced and used when an RAIC Authorization Seal is affixed to the cover of the document. The use of the Canadian Standard Form of Contract for Architectural Services – Document Six without an authorization seal constitutes an infringement of the copyright. A19 If, at any time during provision of the Services, the Construction Cost Estimate or the lowest compliant bid or the lowest negotiated proposal exceeds the Construction Budget, and the excess is less than or more than 15% as the case may be, the provisions of GC 4.4, or GC 4.5 and 4.6, shall apply. Alternatively, if the Architect and the Client wish to agree to a percentage other than 15%, that percentage shall be ____%. A20 The professional liability insurance to be carried by the Architect pursuant to GC 10.1 shall be a claims made policy with limits of not less than $ ______________________ per claim, with an aggregate limit of not less than $ _________________________ within any policy year. This policy shall be maintained continuously from the commencement of the Services and, subject to commercial availability, for a minimum of three years after the Ready-for-Takeover date. The Client acknowledges that the actual amount of insurance available at any given time under a claims made policy will be dependent on the aggregate amount of all claims made during a policy year. OR (Strike out either A20 or A21.) A21 The Client shall arrange and pay for project specific professional liability insurance in the amount of $__________________ , with a maximum deductible of $ _________________. This policy shall be maintained continuously from the commencement of the Services and for ______ years after the Ready-for-Takeover date. A22 The Architect’s liability pursuant to GC 9.1.2 shall be limited to: $________________________________. A23 The general liability insurance to be carried by the Architect pursuant to GC 10.2 shall have limits of not less than $ ________________________ per occurrence. A24 This contract shall be governed by the laws of ___________________________________. A25 This contract represents the entire and integrated contract between the Client and the Architect and supersedes all prior negotiations, representations, agreements, or contracts, either written or oral. This contract may be amended only in writing signed by the Client and the Architect. Document Six – 2018 Edition AF 4 of 5 Revised 2020-09 © 2018 This document is protected by copyright. It may be reproduced and used when an RAIC Authorization Seal is affixed to the cover of the document. The use of the Canadian Standard Form of Contract for Architectural Services – Document Six without an authorization seal constitutes an infringement of the copyright.  Signatures Client _______________________________________________________________________________ (Name of Client) _______________________________________________________________________________ (Signature) _______________________________________________________________________________ (Name and title of person signing) _______________________________________________________________________________ (Signature) _______________________________________________________________________________ (Name and title of person signing) Witness _______________________________________________________________________________ (Signature) _______________________________________________________________________________ (Name and title of person signing) Architect _______________________________________________________________________________ (Name of Architect) _______________________________________________________________________________ (Signature) _______________________________________________________________________________ (Name and title of person signing) _______________________________________________________________________________ (Signature) _______________________________________________________________________________ (Name and title of person signing) Witness _______________________________________________________________________________ (Signature) _______________________________________________________________________________ (Name and title of person signing) Document Six – 2018 Edition AF 5 of 5 Revised 2020-09 © 2018 This document is protected by copyright. It may be reproduced and used when an RAIC Authorization Seal is affixed to the cover of the document. The use of the Canadian Standard Form of Contract for Architectural Services – Document Six without an authorization seal constitutes an infringement of the copyright. Definitions The following Definitions apply to this contract. References to the singular shall be considered to include the plural as the context requires. Additional Services Additional Services are the services that are not included as Services to be provided by the Architect in Schedule A – Services at the time this contract is made but which, with the written agreement of the Client and Architect, are subsequently added to the Services identified in Schedule A – Services. Architect The Architect is the person or entity identified in Article A3 of the agreement and who is registered, licensed or otherwise authorized to use the title "Architect" and to practice architecture at the Place of the Work. Client The Client is the person or entity identified in Article A2 of the agreement. Construction Budget The Construction Budget is the maximum amount of money, including contingency allowances, which the Client is prepared to spend on the Construction Cost. This amount is stated in Article A7 of the agreement or may be an adjusted amount determined or approved by the Client under the terms of this contract. Construction Contract The Construction Contract is the contract between the Client and the Constructor and is comprised of the Construction Documents and other documents that identify the contractual rights and obligations of the Client and the Constructor. Construction Cost The Construction Cost is the total cost of the Work to the Client to construct all elements of the Project designed or specified by, or on behalf of, or as a result of coordination by, the Architect, consisting of the Construction Contract price, cost of changes to the Work during construction, construction management fees or other fees for the coordination and procurement of construction services, and all applicable taxes, except Value-Added Taxes, which shall be excluded. Construction Cost excludes the compensation of the Architect and Consultants, land cost, land development charges and other professional fees. Construction Cost Estimate The Construction Cost Estimate is the anticipated total Construction Cost at the anticipated time of construction, including contingency allowances, as determined or agreed to by the Architect from time to time, the accuracy of which corresponds to the available level of detail of design development and the Construction Documents, and the extent of construction completed. Construction Documents The Construction Documents are the drawings, specifications and other documents appropriate to the size and complexity of the Work, used to describe the size, quality, and character of the entire Work, including architectural and where applicable structural, mechanical, electrical, and other systems, materials and elements, setting forth in detail the requirements for the Work. Constructor For the purposes of this contract, the Constructor is the person or entity engaged by the Client under the Construction Contract to perform some or all of the Work. It does not mean “constructor” as this term may be defined in any provincial or territorial legislation. Consultant A Consultant is a person or entity engaged by the Client or the Architect to provide specialized services or services supplementary to those provided by the Architect. Document Six – 2018 Edition GC 1 of 9 Revised 2020-09 © 2018 This document is protected by copyright. It may be reproduced and used when an RAIC Authorization Seal is affixed to the cover of the document. The use of the Canadian Standard Form of Contract for Architectural Service – Document Six without an authorization seal constitutes an infringement of the copyright. General Review General Review, which is synonymous with field review, is review by the Architect and Consultants during visits to the Place of the Work and, where applicable, at locations where building components are fabricated for use at the Place of the Work, at intervals appropriate to the stage of the construction that the Architect and Consultants, in their professional discretion, consider necessary to become familiar with the progress and quality of the Work and to determine that the Work is in general conformity with the Construction Documents and to so report, in writing, to the Client, the Constructor, and authorities having jurisdiction. Instruments of Service Instruments of Service are representations, in any medium of expression, of the tangible and intangible creative work that forms part of the Services or Additional Services. Place of the Work The Place of the Work is the designated site or location of the Work identified in Article A5 of the agreement. Project The Project is the total undertaking contemplated by the Client, of which the Work may be the whole or a part. Ready-for-Takeover Ready-for-Takeover is as defined in the Construction Contract or, if not defined in the Construction Contract, the date of substantial performance or completion of the Work as defined in the lien legislation applicable to the Place of the Work. Reimbursable Expenses Reimbursable Expenses are those expenses, necessarily incurred by the Architect and Consultants engaged by the Architect, in the interests of the Project, as identified in Schedule B – Reimbursable Expenses and which are payable by the Client in addition to the fee for the Architect’s Services. Services The Services means the professional services identified in Schedule A – Services including those performed by the Architect, the Architect’s employees, and the Consultants engaged by the Architect. Toxic or Hazardous Substances or Materials Toxic or Hazardous Substances or Materials are any solid, liquid, gaseous, thermal or electromagnetic irritant or contaminant, and include, without limitation, pollutants, moulds, asbestos, biocontaminants, biohazards, nuclear, and special wastes, whether or not defined in any federal, provincial, territorial or municipal statutes or regulations. Value Added Taxes Value Added Taxes are those taxes levied by the federal or any provincial or territorial government including the Goods and Services Tax, the Quebec Sales Tax, the Harmonized Sales Tax, and any similar tax, the collection and payment of which are imposed by tax legislation. Work The Work means the total construction and related services required by the Construction Documents. Document Six – 2018 Edition GC 2 of 9 Revised 2020-09 © 2018 This document is protected by copyright. It may be reproduced and used when an RAIC Authorization Seal is affixed to the cover of the document. The use of the Canadian Standard Form of Contract for Architectural Service – Document Six without an authorization seal constitutes an infringement of the copyright. General Conditions GC0 Preamble 0.1 The terms of this preamble are incorporated into and form part of this contract. 0.2 This contract is entered into for the mutual benefit of the Client and the Architect for the development of the Project. 0.3 This contract shall be interpreted fairly and reasonably. 0.4 The relationship between the Client and the Architect shall be one of mutual respect, support, openness, and good faith. 0.5 The final design of the Project is unknown at the outset of this contract and thus exploration of solutions and adaptability to changing circumstances are essential aspects of the relationship between the Client and the Architect. This contract anticipates and accommodates necessary adjustments during the Project’s design and construction. 0.6 The Client acknowledges that the Architect has a duty of care arising by law and from the Architect’s professional status and professional code of ethics. 0.7 The Client and the Architect acknowledge that the success of the Project is reliant on a relationship of mutual respect, support, openness, and good faith with the Constructor. GC1 Architect’s Responsibilities and Scope of Services 1.1 The Architect shall:.1 perform those Services identified as the Architect’s responsibilities in Schedule A – Services,.2 perform the Services with professional skill and care, consistent with the orderly progress of the Services and the Work,.3 authorize, in writing, a person to act on the Architect’s behalf (in the absence of such authorization, the signatory on the agreement is deemed to be the Architect’s authorized representative),.4 utilize key personnel where so identified and request the Client’s approval of any change to key personnel, which approval shall not unreasonably be withheld,.5 engage those Consultants identified in Article A11.1 of the agreement under contracts that incorporate applicable terms and conditions of this contract,.6 request the Client’s approval of any change to those Consultants identified in Article A11.1 of the agreement, which approval shall not be unreasonably withheld,.7 advise the Client in the interest of the Project,.8 advise the Client of the need to engage Consultants or other third parties when necessary,.9 perform the Services of the coordinating professional who:.1 manages the communications among all Consultants identified in Article A11 of the agreement and with the Client,.2 provides direction to all Consultants identified in Article A11 of the agreement as necessary to give effect to all design decisions, and.3 reviews the services of all Consultants identified in Article A11 of the agreement to identify matters of concern and monitor Consultants’ compliance with directions,.10 maintain appropriate administrative, financial, and other Project related records, including records of Reimbursable Expenses and any Services for which the fee is based on hourly rates, and make these records available to the Client for review upon request, and.11 perform the Services with impartiality and, except with the Client’s knowledge and consent, neither engage in any activity, nor accept any commission, discount, payment, gift, or other benefit that would compromise the Architect’s professional judgment or that would cause, or would appear to cause, a conflict of interest. GC2 Additional Services 2.1 Upon recognizing a need to perform Additional Services, either the Architect or the Client shall promptly notify the other explaining the facts and circumstances. 2.2 The Architect and the Client acknowledge that the need for Additional Services may arise for reasons that include, but are not limited to: Document Six – 2018 Edition GC 3 of 9 Revised 2020-09 © 2018 This document is protected by copyright. It may be reproduced and used when an RAIC Authorization Seal is affixed to the cover of the document. The use of the Canadian Standard Form of Contract for Architectural Service – Document Six without an authorization seal constitutes an infringement of the copyright..1 changes to the Client’s program of requirements,.2 changes to the Project size, scope, quality, or complexity,.3 changes to the Client’s Construction Budget,.4 changes to the Client’s schedule, including the anticipated dates for construction as stated in Article A8 of the agreement,.5 changes to the project delivery method or the form of Construction Contract as stated in Article A9 of the agreement,.6 Client instructions that are inconsistent with instructions or written approvals previously given by the Client,.7 the Client’s failure to render decisions in a timely manner,.8 the enactment of new or revised statutes, regulations, codes, or by-laws,.9 information provided by the Client, Consultants, or other third parties engaged by the Client that differs materially from actual conditions,.10 interpretations by authorities having jurisdiction that differ from the Architect’s interpretations of statutes, regulations, codes or by-laws, which differences the Architect could not have reasonably anticipated,.11 acceptance of Constructor proposed substitutions that require revisions to the Construction Documents,.12 an unreasonable number or complexity of Constructor claims, requests for information (RFIs) or proposed substitutions,.13 replacement of work damaged or destroyed during construction by fire, flood, or other cause,.14 major defects or deficiencies in the Work or default by either the Client or the Constructor under a Construction Contract, and.15 dispute resolution proceedings arising out of the Construction Contract. 2.3 The Architect shall only perform Additional Services with the prior written agreement of the Client and the Architect. GC3 Client’s Responsibilities 3.1 The Client’s responsibilities shall include those items identified as Client responsibilities in Schedule A – Services. 3.2 The Client shall provide to the Architect the Project objectives, constraints, criteria and the following information, as applicable:.1 Legal description and surveys describing physical characteristics, legal limitations and utility locations for the Place of the Work and adjoining properties showing, as applicable, grades and lines of streets, alleys, pavements and structures, adjacent drainage, rights of way, restrictions, easements, encroachments, zoning, deed restrictions, site boundaries and contours, locations and dimensions of existing buildings, other improvements, trees, and information concerning utility services, both public and private, above and below grade, including inverts and depths..2 Subsurface investigation reports including test borings, test pits, determination of soil bearing values, percolation tests, a list of and evaluations of Toxic or Hazardous Substances or Materials present at the Place of the Work, ground corrosion and resistivity tests, including necessary operations for anticipating subsoil conditions, with appropriate professional recommendations..3 Air and water pollution tests, tests for Toxic or Hazardous Substances or Materials, structural, mechanical, chemical and other laboratory and environmental tests, inspections, field tests and reports with appropriate professional recommendations..4 All available information on existing buildings, including investigation or condition reports, facility management drawings, and original drawings and specifications, via electronic media where possible and with the permission of copyright holders for the use of such information. 3.3 The Architect shall be entitled to rely upon the accuracy and completeness of all information provided by the Client, Consultants, or other third parties engaged by the Client. 3.4 The Client shall:.1 authorize in writing a person to act on the Client's behalf and shall define that person's scope of authority as necessary (in the absence of such authorization, the signatory on the agreement is deemed to be the Client’s authorized representative),.2 engage the Consultants identified in Article A11.2 of the agreement, Document Six – 2018 Edition GC 4 of 9 Revised 2020-09 © 2018 This document is protected by copyright. It may be reproduced and used when an RAIC Authorization Seal is affixed to the cover of the document. The use of the Canadian Standard Form of Contract for Architectural Service – Document Six without an authorization seal constitutes an infringement of the copyright..3 ensure that all Consultants identified in Article A11.2 of the agreement are engaged under contracts compatible with this contract, provide upon the Architect’s request a copy of such contracts and evidence that such Consultants carry professional liability insurance acceptable to the Architect, and obtain the Architect’s written approval of any change to such Consultants, which approval shall not be unreasonably withheld,.4 engage a qualified Constructor under a Construction Contract compatible with this contract,.5 notify the Architect in writing of Client initiated increases or decreases to the Construction Budget,.6 give due consideration to the Architect’s advice and recommendations, and make necessary written decisions promptly,.7 review documents submitted by the Architect and give the Architect timely written decisions and approvals thereon for the orderly progress of the Services,.8 comply with all regulatory requirements applicable to the design and construction of the Project, including signing or arranging for signing of applications for, and paying for, all development approvals and permits required by authorities having jurisdiction,.9 if the Client is not the owner of the real property at the Place of the Work, obtain the owner’s written consent for the Work,.10 promptly notify the Architect in writing if the Client observes or otherwise becomes aware of any fault or defect in the Work or any nonconformity with the Construction Documents, and.11 promptly notify the Architect in writing if the Client is dissatisfied with any of the Services. GC4 Construction Budget, Construction Cost Estimate and Construction Cost 4.1 The Architect’s initial evaluation of the Construction Budget and any preliminary or updated Construction Cost Estimates that may be prepared by the Architect represent the Architect’s judgement as a design professional. However neither the Architect nor the Client has control over the cost of labour, materials or equipment, over the Constructor’s methods of determining bid prices, or over competitive bidding, market or negotiating conditions. Accordingly, the Architect cannot and does not warrant or represent that the lowest compliant bid or the lowest negotiated proposal will not vary from the Construction Cost Estimate and the Construction Budget. 4.2 The Construction Cost Estimate shall include contingency amounts to cover unforeseen or changing factors of cost including:.1 a design and pricing contingency to provide for the evolution of the design and refinement of the Construction Cost Estimate prior to the construction phase,.2 an escalation contingency to cover price escalation from the time a Construction Cost Estimate is prepared to the time when bids or proposals are received, and.3 a construction contingency to cover necessary design and construction changes that cause Construction Cost increases during the construction phase including those arising from GC7.3. 4.3 If the bidding or negotiation phase does not commence within three months after the Architect submits the completed Construction Documents to the Client, the Construction Cost Estimate shall be adjusted to reflect escalation in construction prices between the time of submission of the Construction Documents to the Client and the time when bids or proposals are sought. 4.4 If at any time the Construction Cost Estimate or the lowest compliant bid or the lowest negotiated proposal exceeds the Construction Budget by less than the percentage stated in Article A19 of the agreement, the Architect shall make appropriate recommendations to the Client and the Client shall:.1 provide written approval of an increase in the Construction Budget or,.2 co-operate with the Architect in decreasing the Project scope or quality as an Additional Service. 4.5 If at any time the Construction Cost Estimate or the lowest compliant bid or the lowest negotiated proposal exceeds the Construction Budget by more than the percentage stated in Article A19 of the agreement, the Architect shall make appropriate recommendations to the Client and the Client shall:.1 provide written approval of an increase in the Construction Budget, or.2 abandon the Project and terminate this contract in accordance with GC11 Termination and Suspension, or.3 co-operate with the Architect in decreasing the Project scope or quality. 4.6 If the Client proceeds under GC 4.5.3, and the overage is not due to extraordinary market conditions or other factors not reasonably foreseeable by or under the control of the Architect, then the Client may require the Architect to modify the design, the Construction Documents, or provide other Services, including Services related to re-bidding or re-negotiating of a Constructor’s proposal, as necessary to reduce the Construction Cost Estimate to within the percentage in Document Six – 2018 Edition GC 5 of 9 Revised 2020-09 © 2018 This document is protected by copyright. It may be reproduced and used when an RAIC Authorization Seal is affixed to the cover of the document. The use of the Canadian Standard Form of Contract for Architectural Service – Document Six without an authorization seal constitutes an infringement of the copyright.  excess of the Construction Budget as stated in Article A19 of the agreement, in which case the Architect shall perform these Services for no additional fee. This shall be the limit of the Architect's responsibility under this GC 4.6. GC5 Architect’s Role and Authority During Construction 5.1 The Architect shall provide administration of the Construction Contract. 5.2 The Architect is not the Client’s authorized agent or representative for the purposes of the Construction Contract. 5.3 The duties, responsibilities and limitations of authority of the Architect as set forth in the Construction Contract shall be modified or extended only with the written consent of the Client, the Architect, and the Constructor. 5.4 The Architect shall:.1 perform General Review of the Work,.2 be, in the first instance, the interpreter of the Construction Contract, and shall make written interpretations and findings that are impartial and consistent with the intent of the Construction Documents,.3 manage or be included in all communications between the Client and the Constructor,.4 have the authority to reject work that does not conform to the requirements of the Construction Contract,.5 have the authority to require special inspection or testing of work, whether or not such work has been fabricated, installed or completed, and.6 have the authority to order minor adjustments in the Work that are consistent with the intent of the Construction Contract, when these do not involve an adjustment in the Construction Cost or an extension of the Construction Contract time. 5.5 Issuance of a certificate for payment by the Architect shall constitute a representation by the Architect to the Client, based on the Architect's General Review and on review of the Constructor’s schedule of values and application for payment, that the Work has progressed to the value indicated, that to the best of the Architect's knowledge, information and belief, the Work observed during the course of General Review is in general conformity with the Construction Contract, and that the Constructor is entitled to payment in the amount certified. 5.6 Issuance of a certificate for payment by the Architect shall not be a representation that the Architect has made any examination to ascertain how and for what purpose the Constructor has used the monies paid by the Client, or that the Constructor has discharged its legal obligations. 5.7 The Architect shall not be responsible for:.1 the discovery of, acts or omissions of the Constructor, subcontractors, suppliers or any other persons performing any of the Work, nor for failure of any of them to carry out the Work in accordance with the Construction Documents,.2 nor have control, charge, or supervision of construction means, methods, techniques, schedules, sequences or procedures, nor for safety precautions and programs required in connection with the Work,.3 any and all matters arising from Toxic or Hazardous Substances or Materials,.4 information provided by product manufacturers, nor.5 providing Services that involve substantive modification of the Construction Documents, except as provided under GC 7.3 or except as Additional Services. GC6 Use of Documents 6.1 The Architect and the Consultants engaged by the Architect shall retain all common law, statutory and other reserved rights, including copyrights to the Instruments of Service and including moral rights. 6.2 Submission or distribution of any of the Instruments of Service to meet requirements of authorities having jurisdiction or for other similar purposes shall not be construed as publication in derogation of the rights of the Architect and of the Consultants engaged by the Architect. 6.3 The Architect grants to the Client a non-exclusive license to use the Instruments of Service solely for the purposes of constructing, using, maintaining, altering, and adding to the Project. The Architect may rescind this license if the Client fails to fulfill its obligations under this contract, including failure to make payment for Services when due, or if the Architect terminates this contract pursuant to GC 11.4. 6.4 The Instruments of Service shall be used only by the Client for the intended purposes of the Project at the Place of the Work and shall not be offered for sale or transfer to third parties without the Architect’s written consent. Document Six – 2018 Edition GC 6 of 9 Revised 2020-09 © 2018 This document is protected by copyright. It may be reproduced and used when an RAIC Authorization Seal is affixed to the cover of the document. The use of the Canadian Standard Form of Contract for Architectural Service – Document Six without an authorization seal constitutes an infringement of the copyright. 6.5 Any alterations to or unauthorized use of the Instruments of Service shall be at the Client’s sole risk. Moreover, the Client shall indemnify the Architect and the Consultants engaged by the Architect against claims and costs (including legal costs) associated with such alterations or unauthorized use. In no event shall the Architect or the Consultants engaged by the Architect be responsible for any damages, costs, or other liability of any kind whatsoever arising in consequence of any alterations or unauthorized use. 6.6 If building information modelling (BIM) will be used for the Project, and the standard BIM Contract Appendix published by the Institute for BIM in Canada (IBC) is appended to this contract, copyright for the model and model elements shall be as set out in the BIM Contract Appendix. 6.7 This GC6 shall survive suspension, termination, or completion of this contract. GC7 Standard of Care 7.1 The Architect and the Consultants engaged by the Architect shall perform the Services to the standard of care ordinarily exercised by other members of their professions under similar circumstances, at the same time and in the same or similar locale. 7.2 The Client acknowledges that the standard of care prescribed in GC 7.1 does not require perfection. 7.3 The Architect and the Client shall promptly notify the other in writing upon discovery of any matters that require clarification or amendment of the Instruments of Service prepared by the Architect or a Consultant engaged by the Architect. The Architect shall provide the necessary Services to remedy or clarify such matters arising in the Instruments of Service. Such amendments shall be carried out on a without prejudice basis in a timely fashion so as to minimize disruption to the Project. 7.4 If the Client considers any matter to be a negligent error or omission of the Architect or of a Consultant engaged by the Architect, the Client shall promptly notify the Architect in writing accordingly. The Architect shall thereupon take the necessary steps to advise any Consultant so impacted, and to preserve its coverage under any professional liability insurance policy that may apply. GC8 Indemnification 8.1 Subject to GC 9 Limitations of Liability, the Architect and the Client shall each indemnify and hold harmless the other from and against all claims, demands, losses, costs, damages, actions, suits or proceedings in respect of claims by a third party, provided such claims are attributable to:.1 negligent performance of professional Services by the Architect or by those for whom the Architect is responsible in law, or.2 a breach of this contract by the party from whom indemnification is sought. 8.2 This GC 8 shall survive suspension, termination or completion of this contract. GC9 Limitations of Liability 9.1 Any and all claims, whether in contract or tort, which the Client has or may have against the Architect in any way arising out of, or related to, the Architect's duties and responsibilities, including those arising from GC 8 Indemnification, shall be limited in amount to the lesser of:.1 the amount of insurance coverage provided under Article A20 or A21 of the agreement that is available at the time the claim is made, or.2 the amount stated in Article A22 of the agreement. 9.2 The Architect shall not be liable, in contract or tort, for:.1 any alterations to the Architect’s design or to the Construction Documents made by the Client, the Constructor, or other third parties without the Architect’s written approval,.2 acts, omissions, or errors of the Client, of Consultants or other third parties retained by the Client, or of the Constructor, nor.3 the result of any interpretation or finding of the Architect rendered in good faith in accordance with the Construction Documents. 9.3 The liability of the Architect and the Client with respect to any claims against each other, in contract or in tort, shall be limited to direct damages only and neither party shall have any liability whatsoever for consequential or indirect loss or damage incurred by the other party. GC10 Insurance 10.1 Unless the Client arranges and pays for project specific professional liability insurance as stated in Article A21 of the agreement, the Architect shall carry professional liability insurance under a policy that has limits not less than those stated in Article A20 of the agreement. 10.2 The Architect shall carry general liability insurance under a policy with limits not less than those stated in Article A23 of the agreement, from the date of commencement of the Services until one year after the Ready-for-Takeover date. Document Six – 2018 Edition GC 7 of 9 Revised 2020-09 © 2018 This document is protected by copyright. It may be reproduced and used when an RAIC Authorization Seal is affixed to the cover of the document. The use of the Canadian Standard Form of Contract for Architectural Service – Document Six without an authorization seal constitutes an infringement of the copyright. 10.3 The Architect shall require all Consultants engaged by the Architect to carry insurance. 10.4 Upon request, insurance policies of the Architect and of the Consultants engaged by the Architect shall be available for the Client’s inspection. 10.5 This GC 10 shall survive suspension, termination or completion of this contract. GC11 Termination and Suspension 11.1 If the Architect or the Client is adjudged bankrupt, or makes a general assignment for the benefit of creditors because of its insolvency, or a receiver is appointed because of its insolvency, the other party may, without prejudice to any other right or remedy it may have, terminate this contract by giving that party or receiver or trustee in bankruptcy notice in writing to that effect. 11.2 The Client may suspend performance of the Services or terminate this contract by notice in writing sent to the Architect. Upon receipt of such notice in writing, the Architect shall perform no further Services and shall take measures to mitigate costs incurred by the Architect as a result of the suspension or termination. 11.3 If the Client suspends performance of the Services through no fault of the Architect:.1 the Architect shall be entitled to be paid for all Services performed and Reimbursable Expenses incurred to the date of suspension, plus additional fees for demonstrable costs that the Architect reasonably incurs as a direct result of the suspension,.2 resumption of the Services shall be conditional upon an agreement in writing between the Client and the Architect regarding the time of the resumption of the Services and any additional fees payable by the Client as a result of the suspension, and.3 if there is no agreement to resume the Services within 60 calendar days after the date of the suspension, the Architect may terminate this contract upon providing a notice in writing to the Client. 11.4 If the Client is in default in the performance of any of the Client’s obligations under this contract, including but not limited to failure to make payments to the Architect when due, the Architect may suspend performance of the Services or terminate this contract by notice in writing sent to the Client. The Architect shall not be liable for any delay or damages the Client may suffer as a result of such suspension or termination. The Architect’s right to such suspension or termination shall be in addition to and not in substitution for any other rights the Architect may have under this contract or by law. 11.5 If the Client terminates this contract through no fault of the Architect, or if the Architect terminates this contract pursuant to GC 11.1, 11.3.3, or 11.4, the Architect shall be entitled to be paid for all Services performed and Reimbursable Expenses incurred to the date of termination, plus additional fees for demonstrable costs, including loss of profit, which the Architect reasonably incurs as a direct result of the termination. GC12 Payments to the Architect 12.1 The Architect shall invoice the Client for Services performed and Reimbursable Expenses incurred based on, as applicable:.1 the apportionment of a fixed or percentage-based fee for each phase of the Services as stated in Article A13 of the agreement and in proportion to progress made within each phase of the Services,.2 time-based rates as stated in Schedule C – Time Based Rates, and.3 Reimbursable Expenses as stated in Schedule B – Reimbursable Expenses. 12.2 Any expenditure not defined in Schedule B – Reimbursable Expenses, which the Architect intends to invoice as a Reimbursable Expense, shall be approved by the Client in writing as a Reimbursable Expense prior to the expenditure being incurred. 12.3 The Client shall pay the Architect’s invoices as stated in Article A17 of the agreement. The Client shall not make any deductions or set-offs from amounts invoiced by the Architect on account of any claims or demands of the Client. 12.4 If the Client retains holdback from payments to the Architect pursuant to applicable lien legislation, and the Architect provides Services both before and after the commencement of the Work, then, for purposes of the applicable lien legislation, this contract shall be deemed to be divided into two contracts comprised of:.1 a contract for the provision of Services up to and including the commencement of the Work, and.2 a second contract for the provision of Services after the commencement of the Work, so that the holdback related to the first contract may be released upon its completion. GC13 Percentage-Based Fee 13.1 This GC 13 shall apply only when the Architect’s fee, or a part thereof, is percentage-based as stated in Article A12 of the agreement. Document Six – 2018 Edition GC 8 of 9 Revised 2020-09 © 2018 This document is protected by copyright. It may be reproduced and used when an RAIC Authorization Seal is affixed to the cover of the document. The use of the Canadian Standard Form of Contract for Architectural Service – Document Six without an authorization seal constitutes an infringement of the copyright. 13.2 The basis for calculating the percentage fee shall be as follows:.1 before a Construction Cost Estimate is available, the fee shall be based on the Construction Budget at the time of the invoice,.2 after a Construction Cost Estimate is available, the fee shall be based on the Construction Cost Estimate at the time of the invoice, and.3 after the Construction Contract is entered into, the fee shall be based on the Construction Cost at the time of the invoice. 13.3 The fee shall not be subject to any retroactive adjustments based on increases or decreases to the Construction Budget or the Construction Cost Estimate as the Services progress. 13.4 If the Client furnishes labour or material below market cost, the amounts upon which the fee is calculated shall be adjusted as if all labour and material were paid for at market prices at the time of construction. GC14 Dispute Resolution 14.1 Differences between the Architect and the Client as to the interpretation, application or administration of this contract, or any failure to agree where agreement between the Architect and the Client is called for, collectively called disputes, shall be settled in accordance with this GC 14. 14.2 The Architect and the Client shall make all reasonable efforts to resolve disputes by amicable negotiations and shall provide, on a without prejudice basis, frank, candid and timely disclosure of relevant facts, information and documents, to facilitate these negotiations. 14.3 If the Architect and the Client so agree, the dispute shall be submitted to mediation or arbitration in accordance with CCDC 40 - Rules for Mediation and Arbitration of Construction Industry Disputes, in effect on the date of this contract. 14.4 If the Construction Contract or a subsequent agreement between the Client and Constructor provides that a dispute between the Client and Constructor may be finally resolved by arbitration:.1 the Client shall notify the Architect in writing of the matter in dispute at least 14 calendar days in advance of any arbitration proceeding,.2 the Client shall ensure that the Construction Contract or a subsequent agreement between the Client and Constructor provides that the Architect has the option to request or object to the joinder of the Architect as an additional party to the arbitration, and.3 if the Architect requests the joinder of the Architect as an additional party to the arbitration, the Client shall consent to the joinder, and.4 if the Client fails to comply with GC 14.4.1, 14.4.2, or 14.4.3, the Client shall have no claim against the Architect arising from matters resolved by the arbitration. 14.5 This GC14 shall survive suspension, termination, or completion of this contract. 14.6 Nothing in this contract shall be deemed to affect any right to adjudication which may be prescribed by the law of the Place of the Work. GC15 Miscellaneous General Conditions 15.1 The Architect and the Client shall maintain each other’s confidentiality. Except as necessary in the proper performance of the Services and except for promotional purposes with the Client’s written consent, which shall not be unreasonably withheld, the Architect shall neither use, nor disclose nor otherwise communicate any information about the Project or the Client. 15.2 The Architect shall be entitled to sign the building by inscription or otherwise, on a permanent, suitable and reasonably visible part of the building. 15.3 The Architect and the Consultants engaged by the Architect shall be identified on any temporary Project identification signs erected at the Place of the Work. 15.4 If any provision of this contract is declared by a court of competent jurisdiction to be invalid, illegal, or unenforceable, such provision shall be severed from this contract and the other provisions shall remain in full force and effect. 15.5 The Client and the Architect respectively bind themselves, their partners, successors, assigns and legal representatives to the other party to this contract and to the partners, successors, assigns and legal representatives of such other party with respect to all covenants of this contract. Except as otherwise provided herein, neither the Client nor the Architect shall assign, sublet, or transfer an interest in this contract without the written consent of the other. Consent to such assignment or transference shall not be unreasonably withheld. 15.6 Unless otherwise agreed in writing by the Architect and the Client, the Services and this contract shall be considered complete one year after the Ready-for- Takeover date. Document Six – 2018 Edition GC 9 of 9 Revised 2020-09 © 2018 This document is protected by copyright. It may be reproduced and used when an RAIC Authorization Seal is affixed to the cover of the document. The use of the Canadian Standard Form of Contract for Architectural Service – Document Six without an authorization seal constitutes an infringement of the copyright.