[Cochran]

I have a commercial landscape project coming up and have concerns regarding the contract that was presented by the General Contractor. The contract itself is vague in nature--probably their standard contract for all subcontractors they use. Landscaping is only mentioned once in the entire contract, on the first page describing the work to be performed, and it simply reads, "To provide and install plant and landscape material per revised Proposal dated January 3, 2008". The remainder of the contractor basically specifies payment terms, liability issues, payment terms, etc. In a whole, I don't have a problem with the contract, but I do not like that my end of the bargain does not seem to be protected by the contract presented to me by the General Contractor--guess that does mean I have a problem with the contract???

I am looking for suggestions for revisions and/or addendums to this contract that was presented so that I will feel more comfortable submitting this contract. Should I just do an addendum to the contract with the information I want included or should I have the contract itself revised?

This is a smaller scale commercial job and irrigation and landcape installation will only take 8-9 days to complete in entirety. In accordance with their contract terms we could have to wait as long as 7-8 weeks for payment. I would like to have payment terms adjusted since we're not going to be on the job as long as many subcontractors that have been hired.

Because I do primarily residential design/build I am the one presenting the contract so the contract is worded in a way I feel more comfortable with as far as protecting myself and my assets and investments. I don't typically do commercial work, and don't solicit commercial work, but this company approached us about submitting a proposal for this construction job. The company is a large commercial building company with branches here and in Houston. Their reputation is high and I'm not uncomfortable about performing work for them, I am uncomfortable with the contract presented and I don't have enough experience with commercial contracting yet. Also, I am going to take the contract by my lawyer later today so she can look it over, also.

[cslynger]

I am looking for suggestions for revisions and/or addendums to this contract that was presented so that I will feel more comfortable submitting this contract. Should I just do an addendum to the contract with the information I want included or should I have the contract itself revised?

I'm relatively new to the landscape industry, however I do have a lot of experience as a subcontractor in the paving and excavation industry.

Our work was mainly based out of California, the most litigious (sp?) state in the union, so take my advice however you choose. COVER YOUR BUTT. We would always attach a rider to our quotes, and the General's were instructed that the rider would act as an attachment to the subcontract if we recieved the bid. The only problem with that is that most contracts that the big General's give out specify that they (their contract) take precidence over any other documents attached to them. I would highly recommend that you have your lawyer go through the contract and make any necessary changes. Chances are that the general has good feelings about your work and will be amicable to most changes that your lawyer may advise.

Be proactive from the start and it will make the job (and your stress level) much more managable. Nobody likes waiting 60-90 days for money.

[Cochran]

After looking over the contract with my lawyer and discussing issues with the GC, we were able to revise the contract to be a bit more amicable for us and still satisfy the GC. We had payment terms reduced to 15 days of invoice date and were able to have issues deleted/revised that did not pertain to our area of work. It did take a head-bumping battle with the Project Manager, but we were able to work everything out nicely.

[agla]

I have written landscape construction contracts for developers and homeowners to put out to bid on my plans. I sent reputable landscape contractors specifications, terms, and conditions, etc,... Each and every one of them sent back their own contracts with their own terms and conditions. Some were reasonably close to mine and others were not. The hope was to get them as close to where we wanted to be in terms and conditions, but reality is that the good ones did not get there by being dictated to by others.

There is never a good reason to sign a contract that you are not reasonably comfortable whether you are the GC or the Sub.

I think it is reasonable and prudent to look at what the GC is looking for and write a contract that approaches that to the point where you are comfortable. Then send that as your proposal rather than signing his contract. You'll either get the job on your terms or they won't have a chance of you working on it.

My guess is that not to many folks are just going to sign a weak contract. Most likely, everyone else will send their own proposal. If someone willingly accepts bad terms in order to get the job, it does not make it smart for you to do the same.

[Cochran]

I think it is reasonable and prudent to look at what the GC is looking for and write a contract that approaches that to the point where you are comfortable. Then send that as your proposal rather than signing his contract. You'll either get the job on your terms or they won't have a chance of you working on it.

The presenting of my proposal as contract was actually mentioned by my lawyer and another landscaper in the area that does quite a bit of commercial work.

My guess is that not to many folks are just going to sign a weak contract. Most likely, everyone else will send their own proposal. If someone willingly accepts bad terms in order to get the job, it does not make it smart for you to do the same.

Apparently this GC I'm working for has had quite a few that waltz in, sign the contract, and do the work without ever taking the time to read the contract (from my understanding, it's mainly interior subs). The Project Manager and I had a very heated discussion about the contract terms and he expressed a desire to find another landscaper that would sign their contract as-is. When I told him go for it--in a few more words, he decided that he could work with the changes I wanted made to the contract and all of a sudden the GC was easy and amicable as far as working with us and our terms!

[agla]

They might not want to take the time to write up contracts or alter them. It may be easiest for all if you just wrote up your proposal and had them sign it.

[Cochran]

Agla, I had the discussion of the proposal-as-contract with my attorney aslo, but do you have a suggestion on how the proposal should be written to make it the binding contract for the job? I know certain areas should be more detailed in the proposal if it is going to be the binding contract for the job. Should I address insurance requirements, liability issues, and the other technical issues that are in a standard contract?

This same GC asked me yesterday to bid two more commercial projects they are starting and to look at his personal residence as well. I don't mind bidding on them now, and then see how this job turns out to decide if I actually want to perform more work for the company. The GC is a good company and reputable. I think this particular job was a cluster from the get go with communication between the Project Manager, Project Superintendent, and the Subcontractors. Unfortunately, that hasn't affected our part of the work in any way, but other subs are being asked to work extended hours and weekends to complete their tasks. At our Contractor's meeting yesterday, many were asking for extra money to cover the overtime expenses--but if they read their contract, it clearly states the GC is not responsible for extra costs associated with extra work time (time to get the same amount of work done as if in the contract--they'll pay extra for extra requested work) if it is directed by the GC. That won't be us as we're actually ahead of schedule right now!

[agla]

Beware of the baiting that GCs like to do. That is hanging out the possibilty of more work for you. It is often a ploy to get you to value the job for something other than how much money you'll get from it - like more work.

It is funny that their own personal house is usually among those baits. I'm not sure if it was on this site or another one that someone had a similar offer from a GC. That opens the possibility for an informal kick back to the GC (especially if he is an employee of a larger firm) by having you do things for him at discount rates and there is no paper trail to get him in trouble.

Who's cynical?

[Cochran]

It is funny that their own personal house is usually among those baits. I'm not sure if it was on this site or another one that someone had a similar offer from a GC. That opens the possibility for an informal kick back to the GC (especially if he is an employee of a larger firm) by having you do things for him at discount rates and there is no paper trail to get him in trouble.

I actually didn't even think of it the way you are. I just thought 'another job to bid on'. I have a bid process and I use that process for each job I do. The home is for the owner of the GC company and his wife informed me today they will be getting "quite a few bids". I'm wondering about wasting my time already.....we have too many landscapers that undercut prices and install incorrectly, and I've got quite a full schedule through spring so far. I think I will wait until the landscape design for their residence is finished by the LA and decide from there.