A Definition Problem
The importance of the contract documents on a construction project cannot be emphasized enough. They determine the rights and responsibilities of every party on the construction site. A construction project can involve thousands of documents. How do we know which ones are the “contract documents”?
As with many other aspects of a construction project, multiple entities and individuals are involved with generating the contract documents. Just as coordination in the field is a critical step for successful completion, coordination of the contract documents is a critical step for setting up the proper framework for the relationship between the parties. To avoid conflicts, all entities or individuals preparing a portion of the contract documents must know the scope of their responsibilities and work together to clearly define the requirements and responsibilities of the contractors who will perform work on the project. Conflicting provisions in the contract documents will only serve as an expensive and unproductive sideshow should a dispute arise.
Contract documents can generally be split into two broad categories: technical and legal. Generally, this column has focused on the three primary standard form agreements between owner and contractor, published by the AIA, AGC, and EJCDC, and their corresponding general conditions, which together form the contract for the work. These are “legal” documents. While the contract might arguably be the most important document should there be a legal dispute, the agreement and general conditions are not the complete universe of contract documents (or even the legal documents). There are other documents the parties must consult in order to completely determine everyone’s rights and responsibilities. The contract documents, both legal and technical, are defined in either the agreement or general conditions document and may vary for each project. This month’s column turns the spotlight on the “technical” documents, the ones that describe what should go into the finished project and where it should go.
The overall purpose of the contract documents is to facilitate the construction or renovation of a building. Therefore, it is logical that the technical contract documents will generally be the first to be drafted. The technical contract documents can be broken down further into drawings and specifications. These documents tell the workers in the field what to build.
The Construction Drawings
The process generally starts with schematic drawings. These drawings are not contract documents, but instead form the building blocks for the finished product. The schematic design drawings provide the design team and the owner the opportunity to communicate basic information such as how the building will be used, how spaces will relate to each other, and what systems have been selected for building envelope systems and mechanical systems.
The design team takes the information developed in the schematic design phase and develops the concepts into design development drawings. These drawings provide the design team and owner an opportunity to review the entire project, including architectural, structural, mechanical and electrical systems. During this phase, the design professionals must be coor dinating their work to ensure that the systems will function together. For example, if the mechanical engineer designs a system that requires ductwork, the architect must take into consideration the space required for the ductwork.
Finally, the drawings that become part of the contract documents are produced from the design development documents. These drawings must contain sufficient information and detail to enable the contractor to determine what is required to actually build the project.
While the drawings are being developed, a similar process is occurring with the specifications. During the schematic design phase, the design professionals will produce an outline specification. Just like the schematic drawings, this will not be a contract document.
By the time the construction drawings are completed, the design team should have completed the process of developing the full set of specifications. Just as there are standard form contracts, there are standard form specifications. Some owners who frequently engage in construction have developed their own proprietary specification standards. For an example, see The Ohio State University Building Design Standards at http://www.fpd.ohio-state.edu/assets/ Main/dbcontent2/?section=PDCstandards.
The standard form specification system in widest use is the system developed by The Construction Specifications Institute (CSI). You are likely to see one of two possible versions of CSI’s MasterFormat specifications.
The 1995 version is very familiar to anyone who has been involved in construction for any length of time. The specification sections are divided into sixteen divisions. Each division is further divided into sections and numbered with five-digit identifiers. The first two digits represent the trade, and the last three represent a specific subsection. For example, specification section 15620 is identified as part of the mechanical system because the section number starts with a 15. The 620 portion of the number identifies it as involving water chillers.
Each specification section is generally broken into three parts: General, Product, and Execution. The General section gives basic information such as a summary of the work required, requirements for submittals, and guidelines for quality assurance. The Product section describes in detail what is required of the product. A design is generally based on a particular product or piece of equipment. The Product section will identify this basis for design. Finally, the Execution section details any particular requirements for installation and other items such as equipment demonstration or adjustment.
The other version you are likely to see is the 2004 version. This version expands the well-known 16 Divisions into 50 Divisions. Instead of five-digit identifiers, the 2004 uses six-digit identifiers. The first two digits still represent the trade, but the last two digits break the subsection down into smaller sections to allow for a broader coverage of requirements.
Looking at the example from above for a water chiller, under the 2004 version, section 23 64 26 represents the same Rotary Screw water chiller. The 23 indicates that the specification concerns the HVAC system. The 6_ indicates that the section concerns Central cooling equipment, with the 64 representing in particular Packaged Water Chillers. The last two digits, 26, indicate that the section concerns Rotary- Screw water chillers.
The actual contents of the 2004 version are similar to the 1995 version. Whichever version is chosen, the design professionals start with standard form specifications and edit them to suit the particular project. When the final specifications are issued with the construction drawings, they form part of the contract documents.
After the drawings and specifications are complete, they will be issued to a contractor or contractors to develop a bid for the project. During the course of assembling a bid, it is not unusual for contractors to find areas of the drawings or specifications that are unclear. When they inquire about these, the design team will issue an addendum to the drawings and specifications. Sometimes this takes the form of a sketch. At other times, it may only consist of written clarification. Regardless of what form the addendum takes, it also becomes part of the contract documents.
Drawings, specifications, and addenda form the bulk of the contract documents. However, some projects may include other documents or standards as part of the contract. How can a party determine what else is considered a contract document? Read the contract!
The three primary standard form contracts all treat the drawings, specifications, and addenda as contract documents; they vary in their treatment of other documents. Approved shop drawings are one difference.
The AIA and EJCDC both provide that approved shop drawings are not contract documents. The AGC takes the opposite view and considers approved shop drawings as contract documents.
Two other similarities in the three standard form contracts are worth noting. Unless specifically enumerated in the agreement, documents such as proposals, bidding requirements, advertisements or invitations to bid, sample forms, and the contractor’s bid are not considered contract documents. It is worth noting that adding these documents as contract documents is a frequent modification to the standard form contracts. Modifications made after the contract has been executed—the most common being the change order—are considered contract documents.
In order to determine each party’s rights and responsibilities on a construction project, we must examine all of the contract documents. The parties’ relationship is defined by both the technical and legal content of the contract documents. Care must be taken in the preparation and coordination of all the contract documents. You exercise that care by building the right team with the right people. All professionals, whether design or legal, must know the limits of their responsibility and expertise.