THE NEW GENERAL TERMS

1
THE NEW GENERAL TERMS

• Jim Cownie
• Mn/DOT Contract Management

2
THANKS!

• ACEC/MnDOT Liaison Committee
• ACEC Transportation Committee
• Glenn Purdue, Purdue Law Firm
• Jodi Norman, Braun Intertec Corp.
• Dawn Thompson Alyssa Murray, Mn/DOT
• Many ACEC Members

3
General Improvements

• Editorial and organizational improvements
• Limit use of subjective (and probably
  uninsurable) terms such as satisfactory and
  acceptable
• More even-handed in many places protects
  taxpayers but acknowledges nature of professional
  services

4
In Your Folders

• Guide by Article Numbers
• Article-by-article summary of the new general
  terms

5
Highlights

• Article 11 Referenced Standards
• When a standard (e.g. aMn/DOT manual) is
  referenced, clarifies that it is the version in
  effect on the date the contract is signed.

6
Highlights

• Article 15 Schedule Adjustments
• Force Majeure delay - will negotiate equitable
  adjustment
• Other delay discretionary adjustment by Mn/DOT

7
Highlights

• Article 16 Amendments
• Sets forth obligations regarding providing notice
  when an amendment appears necessary
• Mn/DOT may disallow a claim for extra costs due
  to extra work unless approved by Mn/DOT and
  evidenced by a written amendment

8
Highlights

• Article 18 Conditions of Payment
• Payment tied to conformance with contract
  requirements, rather than satisfactory
  performance
• Specifies when final retainage is due and payable
  note retainage will still be dealt with in
  special terms

9
Highlights

• Article 23 Standard of Care
• Provides a defined standard of care, provides for
  consultant liability when standard of care and
  contract requirements arent met.
• Eliminates ambiguous standards like
  satisfactory

10
Highlights

• Article 24 Errors and Omissions
• Defines defective work, and outlines the
  consequences that flow from defective work
• Replaces time is of essence clause with
  language acknowledging professional constraints,
  excuses force majeure delays
• Details obligations regarding plan
  interpretation, correction, even after contract
  has ended (e.g. during the construction project)

11
Highlights

• Article 34 Publicity
• Without running afoul of the publicity clause, a
  consultant can provide notice of contract award,
  and can use fact of contract award in proposals /
  SOQs submitted to government agencies

12
Highlights

• Articles 35 36 Hazardous Materials and Safety
  these are new articles dealing with safety issues
  when on-site work is necessary
• Specifies each partys rights and obligations
  regarding known or suspected hazards
• Mn/DOT must provide legal access to job sites
• Places clear limits on consultants responsibility

13
Highlights

• Article 37 Termination / Suspension
• Provides clear authority for suspension of work

14
Implementation?

• ASAP
• RFPs pending we plan to use the new general
  terms
• Insurance limits will need to be reviewed in each
  of the next two years as tort claims limits
  increase

15
Questions