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Drafting Effective Construction Contracts
Now Available
In-House

A practical two-day course for contractors, owners, executives, project managers, and others involved in contract formation on the language your contracts should include and how to make sure they do.

Coverage includes:

  • Drafting contract language
  • Negotiating contract points
  • Language to include
  • Language to avoid
  • Equitable risk allocation
  • Rights of the parties
  • Building on strengths
  • Project delivery methods
  • New, innovative contracts
  • Sample contract clauses

This course focuses on the importance of well-drafted construction contracts as a key to successful project delivery, business operations, and problem avoidance. It is not a writing course. It is designed to assist construction professionals in preparing and negotiating contract clauses, terms, conditions, and agreements to ensure that their best interests are asserted and protected. Strategy and planning are key ingredients in the course. Sample contract clauses will be thoroughly analyzed — their meanings and implications examined and explained.

The teaching methodology for the course is unique and practical. Through discussion and problem-solving exercises, participants will be involved in the analysis of sample clauses. Participants will have the opportunity to relate specific issues to their existing contracts. The faculty will also cover negotiation techniques and how, through principled negotiations, to demonstrate that your contract language will benefit all parties.

The course includes an extensive analysis and discussion of new, innovative contracts for project delivery systems such as design-build, build-operate-transfer, construction management, and others.

We look forward to your participation.

COURSE CURRICULUM

  1. Introduction
    1. Owner's Basic Right to Building
    2. Contractor's Basic Right to Payment
    3. Case Study
  2. Owner's Detailed Rights
    1. Conformance to Drawings and Specs
      1. Code Issues
      2. Typical Clauses
    2. Timely Performance
      1. Types of Delay
      2. Typical Clauses
    3. Inspect Work
      1. Authority
      2. Typical Clauses
    4. Change Work
      1. Balancing of Equities
      2. Typical Clauses
    5. Stop Work
      1. Typical Clauses
      2. Reasons
    6. Indemnification
      1. What Is Insurable?
      2. Typical Clauses
    7. Terminate the Contract
      1. Termination for Convenience Clauses
      2. Default Clauses
    8. Insurance
    9. Notice
      1. What Is Fair?
      2. Why?
    10. Non-interference
    11. Warranties
      1. When Should They Start?
      2. What Should They Cover?
  3. Contractor's Detailed Rights
    1. Timely and Complete Payment
      1. Fair Payment Provisions
      2. Remedies for Non-payment
    2. Accurate and Complete Drawings and Specifications
      1. Who Should Decide
      2. Typical Clauses
    3. Timely Approvals and Supply of Other Services
    4. Cooperation
    5. Non-interference from Other Subcontractors
    6. Conforming Site
      1. Disclaimers
      2. Risk Sharing
  4. Special Consideration With Respect to Cost Reimbursement, Plus a Fee(GMP)
    1. What Is Reimbursable and What is Fee?
    2. How Do Changes Affect the Fee?
    3. Are Savings Shared?
    4. Who Owns Savings?
    5. How Do Changes Affect GMP?
    6. What Is Included in GMP?
  5. Special Considerations With Regard to Construction Management
    1. Definitions - Pure and Modified Construction Management
    2. Where Does Privity of Contract Lie?
    3. Who Has Multiple Prime Liability?
    4. Who Defends Claims?
    5. What Disputes Process is Used?
    6. Third-Party Beneficiary Considerations
    7. Agency Considerations
    8. What Kind of Services are Provided?
  6. Special Considerations With Respect to Design-Build
    1. Strengths and Weaknesses of Standard Form Documents
    2. Owner's Right to Approve Design at Various Stages
    3. Owner's Right to Approve Schedules for Construction
    4. Cost Control and Audit Rights
    5. Owner's Right to Standard of Care
    6. Owner's Right to Warranty Provisions
    7. Owner's Right to Compliance with Applicable Laws and Codes
    8. Owner's Right to Site Safety
    9. Owner's Right to Management and Control of Subcontractors
    10. Bond, Insurance, and Indemnity Provisions
    11. Design-Builder's Rights to Clear Understanding of Owner's Program
    12. Design-Builder's Rights to Protection From Differing Conditions and Hazardous Materials
    13. Design-Builder's Rights to Financial Disclosure
    14. Institutional and Industry Barriers to be Overcome in Drafting Design-Build Contracts
  7. Disputes Provisions
    1. Choice of Law Provisions
    2. Types of Dispute Resolution Provisions, Including ADR (Advantages and Disadvantages)

THE COURSE FACULTY

The facilitators for each session will be from the prestigious law firm of Seyfarth, Shaw, Fairweather & Geraldson.

Richard McKim Preston Partner in the Washington, DC office • Heads the firm's Construction Law Practice and focuses his practice on U.S. and international construction disputes, as well as Government contracts • Served as Editor of the Public Contract Law Journal • Represented private and public clients in disputes before U.S. courts and in domestic and international arbitration proceedings • Member of the Panel of Arbitrators of the American Arbitration Association and regularly serves as arbitrator in major construction disputes • J.D., cum laude, Washington & Lee University School of Law; M.A., cum laude, Fairleigh Dickinson; B.A., Washington & Lee University.

Richard A. Holderness Partner in the San Francisco law offices of Seyfarth, Shaw, Fairweather & Geraldson, concentrating on private and public construction contract matters • Frequent lecturer to professional organizations; serves as an arbitrator for the American Arbitration Association on its Large Complex Case Panel • Has published numerous articles and has authored and co-authored several books on construction topics • Member of the Forum on the Construction Industry, Litigation Section, and Public Contract Law Section of the American Bar Association • Bachelor of Arts degree from UCLA; Juris Doctor degree from the University of San Francisco.

Steven J. Kmieciak Partner in the Los Angeles office • Regularly engages in counseling on commercial and Government contract matters and assists clients in the avoidance and resolution of construction disputes • Has been involved in many types of projects including industrial facilities, container seaports and wharves, and civil works • Has significant responsibility for establishing and maintaining the firm's presence in Southeast Asia • Has developed experience in the areas of contract drafting and interpretation, contract administration, alternative dispute resolution, and litigation • J.D., University of Maryland School of Law; B.A., University of Notre Dame.