Contracts. What can be said about contracts that does not make most professionals groan?
On November 14th, Professional Women in Construction’s Professional Development Advisory Council (PDAC) is holding a panel and workshop discussion on tactics for negotiating successful contracts. The event will begin with a panel discussion comprised of a diverse range of legal representatives so that all sides of the table are present. We will have:
- Robin Zeidel from Zeidel & Associates (owner’s attorney)
- Sarah Sparer from SOM (design attorney)
- Alexandra Gellman from AECOM Tishman (contractor’s attorney)
- Todd Mayo from Capital Project Management, Inc. (claims consultant)
Read their bios Here.
The panel will cover a high-level overview of important contract clauses as they pertain to the parties they represent and review general tactics for the negotiation of contracts.
We also intentionally brought in Todd Mayo, a claims consultant, in order to get a different perspective on how contracts are utilized and how well they function (or not) in practice. We will go over lessons learned and common issues and mistakes seen in disputes after a contract has been negotiated and executed.
The event will then move into an interactive case study workshop where members will be in groups representing different sides. The case will be analyzed from two different points of view, one from the scope of work standpoint and the other from a price and cost standpoint. Our panelists will be around to aid each group in working through the case study workshop from their point of view.
The purpose of this event is help our members develop a level of comfort with an aspect of their projects to which they might not get regular exposure. A properly constructed contract can be one of the most valuable tools to help manage a project to completion. Unfortunately, contracts frequently get overlooked and are underutilized due to their cumbersome nature. Many contracts go through an intense negotiation period with multiple turns of the document by the parties involved just to be formally executed and then tabled to collect dust, with the hope that the project goes smoothly. Contracts seem to only get pulled out and referenced when a project is going sideways, but at that point, it could be too late to salvage the problem. It is more commonly used as a reactionary mechanism for damage mitigation than as a proactive planning and management tool. This same logic seems to apply for all types of contracts in the AEC industry, whether it’s a development agreement between an investor and a developer/sponsor, a construction management agreement between a contractor and an owner, a subcontract agreement between a general contractor and a trade contractor, a design services agreement between a design professional and an owner, or any other form of agreement you can imagine.
Robust contracts exist to set boundaries, define responsibilities and processes, and protect the various parties’ interests. They should be referenced throughout the lifecycle of a project and used to help keep a project running smoothly. The negotiation of these complex documents can be extensive and, at times, overwhelming.
Have you ever encountered language in a contract and thought to yourself, “I should probably know the definition of [INSERT LEGAL TERM – e.g. indemnity]…,” but can’t recall what it actually means or if it’s even important to know? We’ve all been there at one point in our careers and the goal of our PDAC event is to make something as intimidating and dense as a contract, more manageable.
There are so many aspects and layers that go into the negotiation of contracts that we will only be able to scratch the surface, but the aim is for this session to provide enough insight to our members to set a good baseline of important aspects to pay attention to and look out for.
As a starting point, here is a list of topics that are generally important to define, address, and review in the process of negotiating an effective contract:
- Type of Contract (hourly fee/time & material, unit price, lump sum, etc.)
- Form of Contract (owner/architect/contractor proprietary form, AIA form, etc.)
- Content of Contract – defining:
- Scope of Work/Services
- Description of Project
- Responsibilities of Parties Involved
- Basic Services
- Additional Services or Change Orders/Construction Change Directives
- Dispute Resolution (mediation, arbitration, litigation)
- Insurance Requirements
- Termination (for Convenience or Cause)
- Scope of Work/Services
PDAC anticipates that members will walk away with valuable insights from our panelist discussion and with a foundational knowledge of contracts and of how to manageably approach this dense topic the next time they encounter it.
Join us on November 14th for this much-anticipated PWC member-only event!
#hellopwc #pwcpdac #negotiatingcontracts #professionalwomeninconstruction
Thursday, November 14, 2019
5:30 PM to 8:00 PM EDT
605 3rd Avenue (Corner of 40th St and 3rd Ave), 2nd Floor
New York, NY 10158
Professional Women in Construction