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the broadcast is now starting all attendees are in listen-only mode good afternoon ladies and gentlemen welcome to the contracts 101 choosing and completing owner contractor agreements this is a webinar brought to you by contract documents on how to complete an 101 2017 document this presentation is protected by US and international copyright laws you and this program is registered with the for one learning unit when you registered for this course you entered your member ID number if applicable and will use that information to report your credit within two business weeks of the webinar today you'll also be receiving the PowerPoint and recording from today's webinar by close of business tomorrow so again you will receive a follow-up email with the PowerPoint and recording and a short survey and your credit will be reported directly to the within two weeks just a disclaimer slide to indicate that this information is not provided as legal advice so please always consult with your attorney and before I turn it over to our presenters just a note that all attendees are currently muted please use the question box in your go-to webinar window to ask any questions we will then at the end of the presentation time permitting answer any questions that we can I will also indicate that if you have audio troubles at all during the course of this webinar you can go to the audio panel on your right hand side and select phone call and use your telephone to dial in you have audio issues it's typically because of computer audio so with that I'm gonna now turn it over to one of our presenters Peter Longley Peter good afternoon everybody so just a little bit about me I'm with CBT architects we're a Boston based firm about 200 people and I'm also a member of the AAA documents committee I joined the committee in 2015 and I was a part of the task group that worked on the development of the a 101 which were to be going through today Jim yes thanks Pete Jim Bedrich I'm an architect by trade but I've worked all three sides of this industry including ten years with webcore builders a major major general contractor in San Francisco Bay Area I've been a member of the contract documents committee since 2008 and among other things I worked on the 2017 release of the a201 which we'll talk about in a minute here because it is usually coupled with the a 101 II so what we're looking to do today is first of all we want to look at the various owner contractor forms that are available there are quite a few of them for various and sundry different purposes want to develop a basic understanding of the elements of these agreements and then learn how to fill them out there's a lot of information that is required of the people who are executing the contractors to enter into the document before they it was before they actually signed and then we'll look a little bit at the resources that are available to help you do just that next now the documents committee or the AAA documents program has been going since 1888 it really has become the industry standard is used much more than any other published agreements we have an iterative drafting process where most agreements are updated every ten years and during that time we collect information on industry trends and practices and so on so the documents are kept in alignment with current practice participating in this effort we have market researchers industry stakeholders of course resources within the the Institute we four major of documents we put together liaison groups of industry experts that we looking for advice other subject matter matter experts and then of course the contract documents committee itself next so there are as we mentioned several owner contractor agreements available so let's look at them by family first next there's the conventional one the design bid bill the usual part of the very common hard bid process and there are two that deal with the construction manager scenario one the CMC or it's also called CM at risk is where the what is basically the general contractor participates throughout the design process and the construction process and then there's a cm as advisor where again there is a person or entity that has the Briggs construction expertise to the table participates through the design and construction process but doesn't have a stake financial stake in the process there's a design-build contract in which one firm one entity does both the design and the construction this is this is becoming more popular now many public agencies including most of the states now allow some for some forms of design-build and then there is integrated project delivery which is more than an owner contractor agreement signatories to this agreement also include the architect their major consultants and the the contractors major trade contractors next so we call this the a201 family because these depend these agreements depend on the a201 for the general conditions basically a more detailed look at how the project proceeds so there are five of these next Peter so the first three a 101 102 and 103 are the the basic agreements the 101 is what we call a stipulated sum or a hard bid contract the 102 and 103 are forms of cost plus contracts where the the contractor is paid the cost of the work plus a fee often stated as a percentage of the cost the 102 has a cap put on it that the owner will not be required to pay anything more than that guaranteed maximum price the 103 is wide open that card the owner doesn't necessarily have a limit next these all depend them on the a201 for the detailed general conditions so the a 201 is incorporated in these three by reference next then we have two shorter versions there are actually more pages than than the 101 or 102 3 themselves but these include abbreviated versions of the general conditions themselves so they don't need to be paired with the 201 next next so we're going to look at the a 101 specifically like we said there are other versions but this is the most common and we'll this will allow us to hit all the elements or most of the elements that are in any of the other documents the way it's organized is first there are description of the contract documents what's what's included there there's a definition of the work of the contract and that's the actual project which is going to be constructed it sets dates of start and finish of the project and specifies of course the the sum the amount that the owner will pay article 5 then goes into how that will be paid how we determine progress payments and article six gets into resolution when things go sideways and we can't agree right away article 7 deals with termination or suspension of the project which has become quite an important thing these days with the current pandemic quite a few projects have been terminated or suspended during at that time article 8 has miscellaneous provisions and then article 9 is the enumeration of the contract documents contract documents of course include the drawings and specifications and often other other are other items and they need to be if something is to be part of the contract it needs to be listed succinctly with the title and a date exhibit a then covers insurance and bonds and we're going to that in a little bit more detail in a few minutes article 1 and 2 then are pretty much boilerplate and the rest of them all require input from the people who are executing the agreements Peter you know we should just mention that exhibit a is a separate download but when you when you if you're buying the document one at a time you will be entitled to do that download to get your exhibit a and so it exists as a separate Word document for editing so we're going to go through the items that are to be completed in the contract so we start with the the date of commencement and there are three different formulas that are that are indicated in here you can pick a hard date it could be the date that the contract is executed that's the first choice at the top or it could be that you know the attorneys have gone through and got this thing all fixed up but you haven't quite yet figured out when you're going to start so you could say that the second choice is a date that's set forth in a Notice to Proceed issued by the owner which will separately after the contract is executed or lastly there might be some other means perhaps it's more complicated perhaps there's two or three things that have to happen first before the project can be authorized to proceed and and you know all those conditional statements can be typed there in that third choice so the date and the way the way works is if if you're filling this thing out and and and you left this blank then the date of the contract will the date of the contract will be the date of the commencement so hey I think does a pretty good job of putting default positions if the contracts not filled out properly and then lastly of course the contract time will be measured from the date that the project commences substantial completion now that is defined in a 201 which is a reference document and that is the date on which the owner can legally occupy the building for its intended purpose and it might not be the entire building it might be a portion of the building so you might have some wing of the building or separate floors or if the project is multiple buildings perhaps building a is going to be complete before buildings B and C you can put in here in Section three point three point three point two any series of complicated ways of describing how your project this is to be completed there and you can indicate what the substantial completion date is for those portions but now as to the the main calendar date you remember back when you were filling in the date of the contract so if you didn't have a date known you might choose choice number one it's not later than a certain number of days after that the job commences because at the time of execution you might not know when the Notice to Proceed it's going to be or likewise you can just simply put in a fixed date at your second choice say the project has to be completed you know August 31st so that the school can open the following week after Labor Day to begin classes so there might be a reason to have a fixed set date for substantial completion so the contract sum then is the amount the owner will pay and this can be modified in several ways the first one next year there are there are two versions of alternate and then there are allowances and unit prices the first type of alternate is one that is that we have all agreed on before we sign the contract all owners often want bidders to suggest alternative they think they've got an idea that was something that might be cheaper or last long or something like that and they'll suggest it during the bidding process and then before the contract is signed we go ahead and include that in the contracts um and that's you see that right there it says it's already included in the sum the second then is something that we talk about before we sign it but we don't really come to an agreement yet it might be something that like there's a material that might become available for example and but we'll need it by a certain date so the conditions for acceptance over there is that it's available I say September first and then if then if that is accepted that alternate is accepted then we need to include it in the contract some buy a change order next you so an allowance then is a lump sum that's included in the contract when the price of an item can't be determined before we sign the contract so as an example we might know how much dirt is going to be excavated but we don't know the subsurface conditions okay so we'll put in a number here that we think is going to be close estimators all often call this a plug number putting a number in there we'll get the overall sum closer to reality than leaving it out or or putting it in a zero after the fact the contractor will be paid the actual cost not the allowance so it might be more than the allowance or less and that number is then included in a contract sum by a an additive or deducting change order unit prices next meter unit prices are often used when we know the quality of an item but we don't know how many are going to be needed so for example if we have an area a large area of a building where we know the fixture the car the owner has selected a specific light fixture but we don't know how many we're going to put in because we don't know the light levels that are going to be needed yet so that way we'll we'll put in here say a hundred dollars per fixture and once the number is determined will then have a sum to add to the contract again via a change order next now liquid damages is can be kind of a complicated issue what this is really is an amount that's agreed to upfront to offset any damage that might occur might the owner might incur because of a delay in the project completion next so for example where are you piece I think back one yeah for example we have lost route might have lost revenue a retail building will provide the owner with a revenue stream wants it open so if that building is not open by the date that the owner expects they're going to actually be losing money next so the thing is that this that kind of a loss is actually a consequential damage it's a damage that is in consequence of the delay on the project those kind of damages are usually waived the a201 for example has in its boilerplate a waiver for consequential damages meaning the that the owner can't sue the contractor for that or can't make a claim for consequential damages now often the owners will strike this this this clause out but it is really a good idea to have it in and and deal with it in liquidated damages instead so the liquidated damage clause is an upfront agreement that provides the owner of remedy for the fact that for that real loss that they may incur if the press the project is delayed so really you can look at it it's a way of resolving a dispute without a dispute next it's important and that this is not a penalty and it's important to always treat it that way because most jurisdictions in in most jurisdictions a penalty is not in a contract is not enforceable so instead this is an agreement that we are going to be going to the contractor we will pay the owner a certain amount for each day of delay next now the a 503 which is a guide to do the mostly to the HR 1 but also to the 101 deals with this sort of thing in quite a bit of detail and in fact there are there's language that you can copy and paste from the a 503 right into your your a 201 or your your a 201 that deals with certain scenarios of liquidated damages simplest one is that we're simply going to pay the contractor is simply going to pay the owner X number of dollars per day after the data substantial completion that was agreed to there also might be a variable for over the period for example a retail store might be the agreed substantial completion date might be November 15th if it goes beyond the end of November we're bidding into the Christmas season and the revenue stream that the owner will can expect is a lot higher so their potential loss is higher in that case the the vary the amount the rate might go up at the end of the end of November and there can be other scenarios as well but these two are the major ones and again if you have the a 503 which you can download if you can copy and paste these two clauses right out of the 503 into the 202 pardon me that the 201 next so article 5 talks about payments generally speaking and contractors going to want to get paid so there's some details that will be set down here in the contract to establish the the regular pattern for projects with a longer period of time 12 to 24 months worth of construction the contractor is going to be looking for a a uniform way that in which the cash is going to be coming in so that the typical scenario is recognized in this form of course you can modify it is that is that there's a generally speaking one payment per calendar month and if you don't approve that in five one two you can you can insert a different means in five one three you might begin to identify which day of the month the the application for payment has to be received by the architect and how long the architect to review it and before the the contractor is entitled to be paid so these are these are details that you're going to want to sort out when you're executing the contract related to the payments the kind Hector's going to be submitting their application for payment and that is another document it's a document G 702 it's actually a dual purpose document it begins as an application for payment and then once it's signed and by the by the architect it then becomes a certificate for payment so it's a dual purpose document and then there's another document that goes with it as backup pages it's the G 703 and this document constitutes the schedule of values so you see in section five one for each application for payment shall be based upon the most recent schedule of values submitted by the contractor and in here you can list all the different trades what their total dollar value is for each of those trades and then each month you can indicate what percent complete each of those trades are individually and if you're filling out this form online it's a smart form it will do all of the math for you so if you've got 27 different construction trades with 27 different levels of completion it will figure all that stuff out and give you a total down at the bottom so when calculating payments and retain age the fee is the the contract some amount that you're going to be paid on is built up first this is listed in five one six one so the you begin by looking at the portion that of the work that is completed for the entire project and you then might include the portion for materials and equipment that it's been delivered and suitably stored at the site and I will tell you that a 201 says that once the owner pays for it at the title for those materials and that equipment switches from the contractor over to the over to the owner so that's an important insurance provision and then the the third component of building the feet up the contract sum up is the portion of construction change directives that the architect has determined are reasonably justified so then we begin to reduce from that and and try to calculate what the amount is that's due in a particular month so you reduce the contract sum by the by the amount that the amounts haven't that had been previously paid by the owner you reduce it by an amount for work that remains perhaps uncorrect 'add for which the architect is previous previously withheld something on the certificate for payment you might reduce it by an amount that the contractor does not intend to pay its subcontractors or material supplier unless the work has been performed by others that the contractor intends to pay and then you're going to take out a work that is performed or defects that have been discovered since the last payment application so something new might come up some new defect that you had not noticed before something that had been previously approved and paid but now you're seeing that in fact that that that portion of the work has a problem and then lastly you're going to you're going to take out retain it so retainage is explained here and I will tell you that you need to check the laws of your state to see what limitations they may place on the amount maximum amount of retaining that you can put in a lot of people put in ten percent but i but Massachusetts limits that to five percent so this is the amount that the owner is going to withhold to allow for the potential to correct work that is incomplete or improperly installed which may not be discovered until towards the end of the job they're within the retaining section there there are rules that you can establish you can you can give a list of things that are not going to be subject to retain age such as the costs of general conditions and insurance you're going to indicate ways in which you might accept a limitation of retaining that there could be a step treat an inch ten percent for the first fifty fifty percent complete and then zero percent afterwards so that that retaining eventually winds up being five percent at the end just prior to substantial completion you commit so you can put a formula in that five one seven two and then lastly you can you can list any any items that would not include retainage so there additional miscellaneous payment provisions the the the the own the contractor might be able to receive additional amounts for for delays that are not the fault of the contractor the the contractor is not allowed to make advance payments to suppliers of material or quit or equipment that that aren't either delivered or stored at the site and then lastly you can insert the interest that you'd like to charge on any payments that are not paid within the timeframe stated in the contract or you can just simply not fill anything in and the interest rate would be the prevailing rate that prevailing legal rate where the project is located the the the final payment so while there may be a certificate of substantial completion there is no such thing as a certificate of final completion there's simply the final payment application and certificate so these are the conditions that are listed here that must be fulfilled in order for that final payment to be issued and then five to two says generally speaking that the contractor should be receiving that payment within 30 days but there's an opportunity to put some additional statements in here that might affect that and then the last thing that's sort of related to payment is is the issue of termination and in particular a termination fee which which we find in sections 7.1.1 all of the descriptions for how termination might happen by either party or suspension by the owner all of that is spelled out in detail in article 14 of a 201 it's a fairly lengthy section and it gives the the the rights and responsibilities to the the owner in the contractor so you would need to familiarize yourself with the text of that section and now the termination fee if the owner and the contractor agree that they want to not have any disputes in the event of termination they just want to simply say if the contract is terminated pay this amount that amount can get put in here or it could be a formula something that's a little bit complicated or related to at what point the project you're terminated like you know you you just mobilised but not really done any work your termination fee might be something and something quite different from if you're halfway through the project or for that matter very near the end and about all you have left to do is punch lists work so we see in 7.2 also that the that the owner has rights to suspend so then we get into what happens if things go sideways and we can't agree so article six deals with resolving this kind of dispute the usual process is well first we we talk about it if that doesn't work we go into mediation and if that doesn't work we go into some something more forceful some cost some published contracts have a actual clause to meet and confer in them when we were writing the 201 we decided that that was superfluous if people aren't of a mind to try to work things out by talking it through in the first place requiring a meet and confer in the contract isn't going to help things they're going to get together and say well okay we've met and conferred now let's go to mediation most of the a201 then also requires mediation as a precedent to any kind of binding arbitration or litigation this is a little bit more forceful meet and confer scenario where for there actually we're all talking but we have a mediator to help decide what is reasonable if that doesn't solve things then we'll go to either arbitration binding arbitration or to litigation and in 6.2 there you have the option of selecting one of those one of those scenarios there's also an other checkbox some state jurisdictions and so on require have various requirements of our own disputes so that would be what you put in that fill point there under the other scenario next the last piece of this in is the insurance and bonds exhibits this is a really complex issue and most architects really don't have an in-depth knowledge on this it used to be that the insurance and bonding requirements were embedded in the contracts themselves in the 2017 version it was decided to take that out into a separate a separate document that could be attached to the contract itself this does simplify things quite a bit because you can take this document then to your insurance broker who does have the expertise or hopefully has the expertise in this issue and how it's going to impact the project and they can advise the parties directly on what kind of insurance and bonding the project should have there is also within the document itself there's quite a bit of instruction than guidance on how to complete the exhibit next then we have other exhibits to the project we have we have exhibit a and then we may have for example if the project is a sustainable project a provides an exhibit the 2:04 for a sustainable project that is attached to the a101 then and that in turn requires a sustainability plan which then is also attached as an exhibit there might be a digital environment is exhibit a provides the 203 which talks about general the general digital issues that can be determined at the beginning of the project and then the G 2 o 1 and G 2 o 2 forms to deal with things that will evolve during the project so the G 2 or 1 deals with general digital data and the 202 is where we get into how exactly we're going to use Building Information modeling in the project this also has a guide that can be downloaded for free from the document site on how to complete these these documents another exhibit that you might often have is a drawing list as we mentioned before every sheet of your contract drawings becomes a contract so they have to be listed succinctly here article 9 1 5 has a fill point for this but major buildings always have hundreds of sheets of drawings gets pretty cumbersome to list them in that fill point so most firms for a major project will simply list the drawings and the specifications on another form and attach that as an exhibit next so now we're going to through how to complete a sample eh-101 using Microsoft Word so when you log into the software you're able to edit the document online or you have an option that that I always take and that is to download the document download a word version of the document and then you can modify it it will track your changes you can send it back and forth between the parties and each entity or person that works on it marks it up there there are markups will show up in a different color you can you can insert comments into the document so a lot of the protections that used to be in the older version of the software the desktop version those have now all yielded to just being able to modify the document using Microsoft Word and you can you can turn track changes on and off and not need the software any longer so as you're filling the document out the first page tells you the the characters of course you want to get the date for the contract the the name of the owner the name of the contractor a brief description of the project if you feel you might need to put a little bit more flesh on those bones you can you can reference a longer document to describe the project rather than try to type all that into this fill point and then you list the architect who's going to be involved in the project and all the architects responsibilities are explained in a 201 so so we come into the main part of the contract here I've indicated that that on execution we don't know when the Notice to Proceed is going to be so I've put a look my little X in here indicating that the date will be established once the owner issues their Notice to Proceed the because of that because I don't know the the actual starting date I know it's going to take me a year to get this project constructed so I've put my ex in here and I've indicated that the project will be complete within 365 days there there are no separate portions of the project that I want to take individually so I've just simply said that I want the whole job finished on one date so this section here is not applicable you can do that you could just put not applicable in any of these things if in this case because we're not going to have liquidated damages I struck this clause and I don't like to delete entire clauses which I can I like to delete the clause and say intentionally omitted because the AAA software it doesn't generally like it if you delete section numbers or renumber your your documents it when you go to produce the final clean version it's not very clean if you do that so that's my little bit of Microsoft Word geek ism for you the contracts um gets filled in here and both in words and in in amounts and this in this case we had two alternates on the job one that we accepted right away and one that we're not sure whether we're going to accept it on time but in this case we've established a parameter that the owner must authorize this alternate prior to of the third floor steel because after that I'm just simply not going to know where how to put put the holes on the floor you can come up with any kind of a condition for acceptance that you want it can be a date it can be you know the within 60 days the owner must must authorize this and and that might be because of the deal that you have with the subcontractor allowances would get filled in here in this case we haven't gotten around to selecting which particular Herbal that we like and we haven't had a chance because of the coronavirus to go to Italy to pick it out but we we think that a reasonable allowance is $50 per square foot and that would be for material only for unit prices we think that they're based on the borings that we've taken that there might be rock under various parts of the the area of the basement that we're going to have to excavate for but we're not sure because it's all that is hidden below the ground so we put in an allowance here for a certain amount per cubic yard and we'll reassess and adjust the contracts some at a later date once we've dug the home seeing how much Rock there actually was here we've excluded liquidated damages and there are no other provisions so we just simply put not applicable here for the payments I'm very happy with the you know once per calendar month scenario so there's no reason to make reference to some alternate method that might be used to compute the when the payments will be processed we we've said here that as long as the application for payments received by the architect no later than the first day of the month that the the owner agrees to pay the contractor by the 14th day of that same month so and then if the application for payment is received by the architect after the date above then this amount certified will be paid not later than 7 days after so there could be in one particular month for whatever reason we didn't get it by the 1st we got it on the 7th so then the owner would get well it would still be the 14th but you get you get my the gist of what I'm talking about that there there needs to be some sort of flexibility and it's covered pretty well in here retain each it could be a simple amount that's plugged in here this will not work in Massachusetts like I was saying earlier items that we've listed that are not subject to the general to retain HR the general conditions and insurance and you might well have others for that for reducing the retain äj-- so we put we plugged in a formula here and I happen to get this from the the guide for the a 101 which is a part which will explain it a little bit so this is some suggested language it says that until the time is substantial completion the owner may withhold 10% you know as applied to each line item in the schedule until the line item is 50% complete and thereafter at no additional retaining so that would be then a reducing amount from from 10 down to 5% if you did that math you'd be able to figure that out the owner may continue to retain some portion of the retainage to cover remaining work to be completed as they wear bonds have been provided by the contractor the consent of surety shall be obtained so these are some conditions that have to do with with retain äj-- lastly the the owners final payment shall be made no later in the 30 days and that just simply made that into a statement I've not used this fill point here I'm happy to go with the legal rate of interest for any amounts that are overdue we can take out the initial decision maker which so many people do but again take it out leave it don't take out section 6.1 and then immediately it goes to 6.2 and somebody says what happened to section 6.1 I'll leave the title say it's intentionally omitted for the bind dispute resolution you can indicate here what the method is and actually there has been a court ruling I believe it was in the state of New Jersey that said that that when you put the X here you didn't you didn't have to delete arbitration or this other thing the the court allows or accepted in that one ruling that this X actually means something and you might add some other text whatever whatever your attorneys involved in it feels appropriate or termination or suspension I plugged in here or complex formula and this cut does come from the guide so you'll see that that this is available it shows that how the termination payment might be reduced over time there's a space here in article eight to list the representatives who are able who are answerable for both the owner and the contractor when it comes to anything related to the contract or key decisions that have to be made you can you can insert here your notice for notice provisions this isn't the you know an old-fashioned method be a certified mail if you want to accept notice to be an email or anything else that your attorney might find reasonable you can you can plug that in and then finally there's no there's no other provisions but finally here we begin to list some of the things that we have at the end you can cross out any exhibits that you're not going to have you can make reference to exhibits here I've listed the drawings and a separate exhibit that doesn't have to go through the software and it can be modified later as the job changes when you know by means of change order and do the same thing for your specifications in this case there weren't any addenda and then lastly some other exhibits you might insert your project description or any of these other standard forms and then lastly you put down here the people who are authorized by the company to execute contracts so when so when you're working on this thing you notice that that it looks looks very messy you got this draft watermark on the side here and if you print this thing you know there's there's also a draft markup at the at the very top of the contract this is obviously a preliminary thing but when you have finalized the agreement you can send it through the AAA software and that then gives you this nice clean version with that beautiful logo and there's this watermark on every page so you can see that this is an authentic document the document is protected it can't be modified and wherever changes are made there's a little vertical bar next to the highlighting a change was was made but it doesn't tell you what that change is now if you keep scrolling all the way through to the end of the document you come to an additions and deletions report and this begins to show you all the items that were filled in and any text that was stricken so once you become familiar with an document if you're trying to figure out well what did they change because all you've seen is the clean document you can look in this additions and deletions report and and be able to you'll find where the changes were that were made so yeah if I could add in here if I could add in your Pete the this this change report becomes pretty important because for example when we were developing the tool one is our usual process we first went out to several large contractors to get advice on it and many of them told us pretty much word-for-word that if you hand me an unedited AAA 201 we'll sign it in the heartbeat so they become very familiar with the standard document and all they really need to do is is look at the changes to see if there's anything that they that they disagree with okay so we've completed our sample document I will tell you that there is another host of very valuable resources that would give you a lot more information about the eh-101 than we talked about in today's meeting just if you're in the AAA software just click on help and and you can go there and you can search for the guide or in this case the instructions on the a101 after you found it and bring it up you can see there's a little synopsis on the document there's a description of what each of the items are that have to be filled out within the document then there's another very helpful document the the a 503 and this is a free download I strongly recommend that you get a copy of it it has very informative articles in this case we've got one highlighted here about the topic of liquidated damages there are advisory comments things that you're going to want to talk about with your attorney there's model language that you can copy to the clipboard and paste into your documents see not to retype it and that is our presentation cost ease great thank you Peter and Jim for that thorough and extensive webinar so what I'm going to do now is invite attendees to enter any questions within the question window on the right hand side and we're going to answer as many as we can just please note that you will receive the PowerPoint and recording by CEO be tomorrow so you will be able to access these as references in the future this and other education is also available on demand on our learn page so if you go to WWII a contracts org slash learn you'll be able to find additional education and this course will be uploaded by close of business today do you have any questions that we can't get to today please don't hesitate to contact doc info at AI a contracts org that's our content line if you ever have any questions about any of our documents what a provision means how to complete a form doc info is where you'll send those enquiries any questions regarding the online service can be sent to technical support so with that I'm going to go ahead and now open it up to questions and our first question is the document states that the contract is between owner and contractor what is the person paying for the work what what if the person paying for the work is actually a tenant of the building can we assume that we can just change owner to tenant let me take that one great questions the it's probably best to leave the form alone because otherwise you'd have to do a massive word search and and roll through the whole thing I have seen situations where where tenants enter into into contractors and they are not the owner if you have any insecurities about that you can clarify that within the document you could say the owner is a tenant to the building but for the purposes of this document is referred to here and here and after as the owner what comes first between substantial completion and sort of certificate of occupancy Pete you want to take that one juror okay so in order to obtain a certificate of occupancy some jurisdictions are going to want to see either a final affidavit or a g7o four which is a I a certificate of substantial completion usually you know these these sorts of things get get known about get the plan gets discussed between the owner the architect and the contractor in the last couple of weeks leading up to when everybody's talking about that the particular target date for the substantial completion the architect has to it has to have completed all his punch list he has to if he's got consultants he's had to have them go out and complete their punch list and the parties have to determine that there's no encumbrance to the owner legally occupying so if for example the life safety systems in the building are incomplete then the project is not substantially complete so the project must be completed in order for the owner to legally occupy and use the project for its intended purpose so assuming that all of that keyword and the contractor should be well aware of what all that key work is assuming that all of that work can be done by a certain date then the then the all the punch listing work can be done and complete complete by the contract by the contractor and then verified by the architect and the architects consultants and and nothing on that list and is a life safety issue then the architect is in a position to issue that certificate and that certificate and/or any other affidavits that they might have to prepare can be submitted to the building department and then the building inspector will do their walkthrough and issue there they're usually a temporary certificate of occupancy but in some cases it might be the final when using the contract a 101 can the architect read this contract or should the owner not share it that is that that is a great question in the owner architect agreements it says that the now unless it gets modified it says that the contract that the owner is going to share a copy of the contract with the architect now if the architect is going to be reviewing and approving certificates of payment any any issues of confidentiality with respect to payment are gone the architect is also going to have a role in reviewing change orders so again that that's talking about money the architect has to be aware of that so if you read the B 101 it says that the that the architect is the administrator of the contract between the the owner and the contractor so in that situation if you're an architect and the owners not sharing you with you the the contract in particular the general conditions and I think you're well within your right to say to the owner mister owner I am the administrator of the contract I'm not the administrator of the construction what son let's not go down that misnomer that everybody says that we do construction administration we actually administer the contract so mister owner I can't administer the contract hardly without seeing a copy of it can we insert an award against the liquidated damages if the contractor finishes the project early Jim you want to take that yeah that's a yeah that's a great question the that that is becoming more prevalent now as an incentive I not having a copy of the document right in front of me I can't point you to the exact clause maybe Peter if you can bring that up yeah the result if you know where it is yeah but it and in fact that is that is a very good idea sometimes we talked about that guaranteed maximum price contract there is often an incentive put in as a shared savings that the if the price comes in under the GMP the savings will be shared for example between the owner and the contractor seventy thirty so this gives the owner or the contractor an incentive to and an incentive to finish early or to finish under budget so there you see these errors that are highlighted yeah article four six other provisions for bonus or other incentives so I think this is becoming more prevalent than it used to be Oh so unfortunately those are the only questions we can get to today and a great number of questions have come in so I do encourage you to email any questions we couldn't get to to doc info at org please note that you will receive the PowerPoint and the recording by email at CCO be tomorrow and the recording will be uploaded to our Larne page also note that if you are an member and indicated your member ID your credit will be reported to the within one to two business weeks if you have any questions please don't hesitate to contact us thank you very much for your interest and thank you to our excellent presenters today for taking the time to present today's session have a great afternoon