时间线。

仔细阅读有关“合同时间”与“实质竣工”的条款。当项目赶不上关键时间节点时，这些高要求的合同条款就会变得具有攻击性。试想一下，如果一个盛行足球的大学城的新酒吧开业从8月底被延迟到11月中旬会出现什么样的情况呢？

时机/定时。

如果必须选择一个“通配符”，那必须是时机。延迟会带来很多问题，而且通常代价高昂。根据签约阶段有多少项目要进行，对应变的充分性要特别检查。

Now for the construction contract. The purpose of any contract is simple – to assign rights, duties and responsibilities and to provide specificity so as to reduce the risk of a misunderstanding. In the construction world, an ounce of prevention forgoes a ton of grief and attorneys’ fees.

Competing forms, in various degrees of neutrality, are ubiquitous. The American Institute of Architects publishes a frequently used series of contract documents, which it self-describes as “The Industry Standard.” These architect-friendly documents leave little unsaid. One example is the AIA’s A102-2007 form, known less succinctly as the “Standard Form of Agreement Between Owner and Contractor where the basis of the payment is the Cost of the Work Plus a Fee with a Guaranteed Maximum Price.” This 23-page contract incorporates by reference the 57-page ancillary A201-2007 General Conditions of the Contract for Construction, which contains a treasure-trove of detailed contract provisions.

Nuances and More

Aside from the obvious problem of contract nuance, some of the more critical issues stem from seemingly obvious provisions.

The Parties. Is the contracting party the same party with whom you have been negotiating?   For good reasons, a developer might form a single purpose entity (SPE) for a transaction.  A construction company might have specialized subsidiaries. Each entity could have a different performance record, net worth, bonding capacity, and ownership. Know your contracting party. XYZ Contractors, Inc. and XYZ Construction, LLC. aren’t the same company.

Details. Do you have finalized plans and specs and a detailed budget? A contract that postpones finalization of key elements is more like a contract to contract and an open invitation for acrimony in the form of a biting change order. If the details are not finalized, you may be getting the cart before the horse.

Pricing and Scope. Typical pricing options include stipulated sum, cost plus, and the aforementioned GMP contract. Each involves a shifting of price risk, which naturally is factored into cost. This focal election necessitates a full understanding of the scope of the project. What is not included? Is this a turnkey project?

Timelines. Read carefully the provisions on “contract time” to “substantial competition.” High-fives at contract execution can turn into clinched fists after the project misses a critical date. What if the opening of a new hotel in a football powerhouse college town slips from late August to mid-November?

Retainage & Payments. Retainage is the portion of a payment held until work is substantially complete. Contractors hold retainage on subs. Developers hold retainage on contractors. Lenders hold retainage on developers. A comprehensive contract describes in detail the progress payment procedure. Retainage and payment provisions in a construction contract and loan agreement often differ – but shouldn’t.

Payment & Performance Bonds. In the AIA series, a brief section at the end of the form references bonds. The placement and brevity of this section belies its importance. A developer, who foots the bill, tends to be less interested in a payment and performance bond than a lender. A payment bond, which grants payment rights to first and second tier subcontractors and materialmen, will go a long way in protecting the property from liens.

Law & Venue. Consider that innocuous law and venue provision with care. Do you really want to litigate in another state?

Two Big Issues

Timing. If we had to pick one “wildcard,” it is timing. Delays can be problematic and expensive. Depending on how many of the proverbial project ducks are in a row at the contracting stage, the adequacy of the contingency component may need special scrutiny.

Change Orders. Change orders are a fact of life. Still, executing a contract prematurely with the plan to change something is fraught with issues. Changes could ripple through cost estimates, timeline and permits. Also, substantive changes will likely require the consent of the bonding company and lender.

文章来源：AIA（美国建筑师学会）