Description: A two day practical course taught by a
contractor using plain English and designed to significantly strengthen
the ability of all attendees to understand, evaluate and negotiate
better and less risky commercial terms and conditions in construction
and construction-related contracts.
Scope of Work – The most important part of all contracts.
The majority of claims and disputes that occur on a construction
project arise out of poorly written scopes of work. Learn how
to significantly improve scope of work documents.
Schedule – Make sure the schedule required is achievable and
don’t ever give away the float. There is a cost associated with
schedule delays by the client; get paid for those delays.
Terms of Payment – Always try to negotiate a downpayment or
some form of an early payment. Insist on being paid on time. Resist
agreeing to the withholding of retention money. Learn why
doing a cash flow analysis leads to better terms of payment. Learn
how to get rid of a cash retention requirement.
Assurances of Performance – The commonly required on-demand
bond provided by a bank is not an assurance of performance, nor is
it a guaranty. Why is a surety bond better? Learn how to
significantly limit your exposure under an on-demand bond.
Insurance – Insurance is an extremely important asset of a
contractor’s company and something you must have and understand.
Learn how to protect this important corporate asset called
insurance!!!!
Additional Insured Status – Why is granting additional
insured status one of the most dangerous commercial giveaways for a
contractor? Learn ways to avoid providing additional insured status,
or limiting it’s coverage.
Contractual Liability Insurance – Why do clients insist on
contractors providing contractual liability insurance? Learn
why this little known and generally misunderstood insurance
endorsement can provide coverage for the negligent acts of your
client.
Indemnity – A typical indemnity will transfer to the
contractor the client’s financial responsibility for bodily injury
and property damage claims that arise out of the client’s negligent
acts, plus all his legal defense costs associated with the claims.
Learn how to limit your liability and defuse this dangerous
contractual landmine.
Anti-Indemnity Legislation – The name sounds good, but are
the various anti-indemnity statutes that exist in 41 states any good
for the contractor? Learn how to separate the good from the bad.
Learn how to identify and understand the complex and dangerous
linkage between indemnity, additional insured status, contractual
liability, venue and state law, and anti-indemnity legislation.
Changes – Always get paid for changes at full value and
always get the extra time necessary. Learn how to negotiate a change
clause that is fair to you and your client.
Disputes – Why are negotiation and mediation the best ways to
resolve disputes arising out of a construction project? Learn how to
resolve potential disputes early and without going to arbitration or
to court.
Damages – Are liquidated damages an unnecessary penalty?
Consequential damages could bankrupt a contractor. Learn how
to lessen or eliminate your exposure to these types of damages.
Warranty – Stand behind your work, but don’t get into a
maintenance mode. Learn how to write an effective warranty for your
work.
Termination and Suspension – Termination for convenience is
unfair unless you are well paid for allowing it to be a contractual
option. Learn how to get paid for suspension time and have the
right to terminate or renegotiate the contract for a lengthy
suspension.
Independent Contractor – Learn why is it important for a
contractor to have this designation in a construction contract?
Advance and Final Waivers – Never waive any of your company’s
rights in advance, and be careful of what final waivers may require
a contractor to give up. Learn how to deal effectively with waivers
of liens, but still protect your interests.
Assignment – Learn what financial risk the contractor assumes
when the client makes an assignment of the construction contract.
Venue and Applicable Law – Working in one state, but the laws
of another state apply to the contract? Why? Learn about
this dangerous hidden risk called "contractual rendition" and how to
lessen it.
Tips on Negotiating – Learn how to be better prepared and
improve your chances of success.
Other commonly found clauses: time permitting terms
such as Force Majeure, Differing Site conditions, Severability,
Secrecy and Confidentiality Agreements, Patent Indemnity, etc.
will be covered.
International contracting (by request or may be a separate
course).
Benefits of taking this course: Learn how to better
understand and evaluate the risk associated with the commercial terms
and conditions typically found in all construction contracts.
Learn how to protect the assets of your company by lessening or
eliminating commercial risk through successful negotiation of a
contract’s commercial terms and conditions. Insist on and
negotiate a fair and balanced construction contract.
Method: The course is taught using a power point slide
presentation along with numerous examples and handouts of typical
commercial language found in construction contracts. Copies of all
slides and handouts are included in a three ring binder for all
attendees. Constant dialogue between the instructor and each of
the attendees is encouraged. The dialogue process helps attendees
to better understand and evaluate the risk in the commercial terms
presented, and how to lessen the associated risk by negotiating improved
commercial terms. The two-day course includes a challenging
homework assignment on analysis of several important commercial terms.
The course can be taught off-site or at your company offices.
Typical Course Attendees: Contractors, subcontractors,
suppliers of materials to construction projects, procurement managers,
sales personnel and sales managers, risk managers, insurance managers,
project managers, accounting managers, and all corporate managers and
executives interested in better understanding and managing their
company’s commercial risk exposure assumed in a construction contract.
A fair and balanced construction contract benefits all companies
involved in a construction project.
Time: The two day course typically begins each day at
8:00am and concludes at 4:00pm with a one hour lunch break and two
fifteen minute breaks per day.
Class Size: Ten to fifteen attendees is a good class size.
Larger or smaller class sizes can be arranged.
Instructor: Mr. Kit Werremeyer, Owner and President,
Southernstar Consultants LLC. Over 30 years of US and
international construction contract negotiation experience. See
web page on this site: "About the Owner".
