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Contract Provisions Subcontractors Need to Know About

OnDemand Webinar (100 minutes)

Better understand contract clauses, possible problems, and viable solutions of the construction process.Subcontractors are often faced with various contract clauses at different stages of a project. Questions prior to, during, and after a project may arise regarding responsibility, payment, duties, and the scope of work to be done. This topic helps subcontractors responsible to better understand contract clauses, anticipate possible problems, and predict viable solutions at all times of the construction process. This material also explains various methods for dealing with problems if and when they arise.


Lisa Lombardo, Gibbons P.C. Meghal Shah, Gibbons P.C.


Scope of Work

• Adequacy and Completeness of Design Documents

• Coordination Responsibility During Construction, and Responsibility for Correcting Incomplete/Deficient Designs Created by the Owner's Design Professionals

• Problem: Incomplete Design/Performance Specifications

• Problem: Design Creep

• Will the Owner Expressly Warrant That the Design/Construction Documents Are Complete, Fully Coordinated, Without Defects, and Ready for Construction?

Time Is of the Essence Clauses

• What Is a Time Is of the Essence Clause?

• When Is a Breach Material?

• When Will There Be a Breach If There Is Not an Express Clause?

• Text of the Provision

• Practical Considerations

Best Efforts Provisions

• Good Faith Standard

• Standard Higher Than Good Faith

• Reasonableness Standard

• Due Diligence Standard

• Where Best Efforts Is Undefined

The Changes Clause

• What Is a Change?

• Change Orders

• Claims for Additional Money and Time

• Disputed Work

• Suggested Edits to Form Change Clauses

Duties to Defend and Indemnify

• Importance of an Indemnification Provision

• Considerations During Contract Negotiations

• Courts' Analysis of Duty to Defend-Hybrid Analysis of Policy and Pleadings

• Scope of Insurance

• How to Avoid This Potential Pitfall


• What Is a Warranty?

• Repair Warranty vs. Warranty of Fitness

• Why Is a Warranty Important?

• Practical Considerations

Lien Rights and Waivers

• What Are They?

• When to Execute/When Not to Execute?

Termination for Convenience

• Breach of Implied Covenant of Good Faith and Fair Dealing

• Securing the Parties Performance

• Practice Tips


• Consequential Damages

• Liquidated Damages

• Cap on Damages

Pay If Paid/Paid When Paid

• What Are They?

• Are They Enforceable?

• Prompt Payment Laws


• Payment and Performance Bonds

• Who Do They Benefit?

Dispute Resolution

• Arbitration vs. Litigation

• Contract Forms

• How They Work