Contract and Conditions of the Contract
With the industry-wide adoption of standard form documents in electronic format, the Supplementary Conditions have merged into the General Conditions. In this electronic document software, the changes that were normally included in separate “Supplementary Conditions” are made directly in the industry standard document or General Conditions. The software requires a tracking of the changes in either a comparison document or an additions and deletions report. The tracking of changes permits the parties to easily analyze and negotiate the changes that have been made to the standardized documents for the specific project requirements.
The agreement forms and conditions of the contract are considered legal in nature and should be prepared by the owner’s legal counsel on behalf of the owner, in connection with the owner’s insurance advisor. Several of the AIA Owner-Architect Agreements require the architect “assist the Owner in the development in preparation of (1) bidding and procurement information that describes the time, place, and conditions of bidding, including bidding of proposal forms; (2) the form of agreement between the Owner and Contractor; and (3) the Conditions of the Contract for Construction (General Supplementary and Other Conditions).” In addition, these agreements provide that the architect prepares the drawings and specifications.
The architect is not required to prepare legal and contractual information but only to assist in its preparation. The architect is not licensed to practice law and is not professionally qualified to give the owner legal or insurance counsel. The architect’s professional liability insurance may not cover errors or omissions made in the preparation of these contract conditions. It is common, however, for architects to assemble the bidding and contract documents in the Project Manual and to provide them for review and approval by the owner.
Division 01 – General Requirements
The sections in Division 01, which are collectively referred to as the General Requirements, specify administrative requirements, procedural requirements, temporary facilities and controls, performance requirements, and life cycle activities. These administrative and procedural requirements are those relating to the process of contract administration, the assignment of contractual responsibilities, and the methods of communicating, controlling, and assuring quality.
As mentioned above, the Architect typically prepares the Drawings and Specifications. These Division 01 – General Requirements are not legal but are administrative and procedural in nature and are therefore part of the specifications prepared by the architect. Division 01 sections may expand on certain of the legal provisions and the conditions of the contract and will apply broadly to the execution of the work of all of the other sections of the specifications.
As a caveat or as a practice pointer, many times an attorney may be overly detailed and include Division 01 requirements in the Conditions of the Contract. Likewise, some architects, believing they are acting appropriately, may include contract terms or conditions in Division 01. This often leads to conflicts between the various contract documents. The General Conditions and Division 01 General Requirements are often prepared by separate individuals without appropriate coordination or cross-referencing. It is therefore recommended that the owner should have its legal counsel review the final “Front End Documents” to verify coordination and reduce conflicts between the Division 00 - Conditions of the Contract (General Conditions) and Division 01 - General Requirements.
SectionFormat: Part 1 – General
SectionFormat divides each section of the specification into three parts: Part 1 – General, Part 2 – Products, and Part 3 – Installation. Part 1 – General is often considered to be a mini-Division 01 containing the administrative and procedural requirements specific to the unit of work contained in that specification section. Division 01 specifies procedural requirements common to many specification sections and to the project as a whole. These Division 01 requirements are related to the administrative activities of the entire project, while Part 1 requirements relate to the administrative requirements for the work of that specification section. Accordingly, the numbers and titles of Division 01 in MasterFormat have been arranged to parallel the sequence of information in Part 1 of SectionFormat.
By way of example, if you need to determine whether submittals are required and, if so, the submittal requirements for structural steel, you would first go to the specification such as Section 05 12 00 Structural Steel Framing, Part 1 for submittal and shop drawings requirements. This would specify if submittals are required and the specific submittal requirements for that work. It also may include the level of detail required for each structural joint or structural member or may include requirements for structural calculations. Going back to Division 01 - Section 01 33 00 - Submittal Procedures will provide the administrative and procedural requirements for processing of submittals during the construction stage. This may include such things as the number of copies required, to whom and how they are transmitted, and the general review and approval process. The General Conditions of the Contract, such as AIA Document A201-2007 at Section 3.12 Shop Drawings, Product Data and Samples, provides the legal and contractual requirements and responsibilities relating to those submittals.
As many people may think, the “Front End Documents” are not just the bidding and contract requirements, but include the following:
- Division 00 - Procurement Requirements
- Advertisement or Invitation to Bidders
- Instructions to Bidders
- Available Information
- Bid Forms
- Division 00 - Contracting Requirements
- Contract Forms
- Project Forms
- Conditions of Contract for Construction
~ General Conditions
~ Supplementary Conditions
~ Other Conditions
- Division 01 - General Requirements
- Payment Procedures
- Administrative Requirements
- Quality Requirements
- Temporary Facilities
- Product Requirements
- Closeout Requirements
- Performance Requirements
- Life Cycle Activity
Although Divisions 02 through 48 of the specifications are not considered part of the Front End Documents, the “Front End” requirements extend into and are directly related to Part 1 of each section of the specifications. Because of the interrelationship between these documents and the potential for conflicts, the owner should, prior to bidding or negotiation, have the entire Front End Documents reviewed for coordination and conflict check purposes.
This structure of the contract documents and interrelationship of the Front End Documents is the language of the construction industry. All parties involved in the preparation or use of these contract documents should be well-versed in this organizational format in order to communicate clearly and concisely.