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| Acknowledgments | |
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| About the Author | |
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| Preface | |
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| Disclaimer | |
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| Introduction | |
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| The Goals of This Book | |
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| What Are the Benefits of This Book? | |
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| Contractor & Owner Conventions | |
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| Private Contracts or Government Contracts? | |
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| Key Contracting Concepts | |
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| Two Types of Commercial Terms & Conditions | |
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| The Most Important Commercial Terms & Conditions | |
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| The Contracting Process | |
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| Excuses for Not Negotiating Better Commercial Terms & Conditions | |
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| The Concept of Risk Transfer | |
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| This is a Book Developed Just for Contractors | |
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| Three Final Suggestions | |
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| Contracts: Basic Training | |
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| What Is a Contract? | |
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| The Steps to a Contract | |
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| Coming to the Party? | |
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| "Here's My Proposal" | |
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| "Consideration," or Something of Value | |
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| The "Happy Test" | |
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| "Can That Person Sign This Contract?" | |
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| Call in the Enforcer To Close the Breach | |
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| A Contract Example | |
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| Strange Words & Long Paragraphs | |
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| Contracting Myths | |
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| Contract Negotiations | |
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| Types & Forms of Contracts | |
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| Fixed Price & Fixed Schedule Contracts | |
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| Reimbursable Type Contracts | |
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| Combined Fixed Price & Reimbursable Contracts | |
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| Cost Plus Fee Contracts | |
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| Guaranteed Maximum Price Contracts | |
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| Target Price Contracts | |
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| Contracts with Performance Incentives | |
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| Form of Contracts | |
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| Some Final Contract Housekeeping-Definitions | |
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| Conclusion | |
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| Scope of Work | |
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| The Scope of Work Matrix | |
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| Scoping Drawings | |
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| Conclusion | |
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| Terms of Payment & Cash Flow | |
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| Cash Flow | |
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| Interest Rates | |
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| Periodic Progress & Milestone Payments | |
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| Conclusion | |
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| The Schedule | |
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| Float | |
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| Time Is of the Essence | |
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| Extra Time, but No Money | |
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| Conclusion | |
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| Assurances of Performance | |
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| Guaranties & Bonds | |
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| What Does "Failure to Perform" Mean? | |
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| What Is a Bond? | |
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| Forms of Assurances of Performance | |
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| Surety Companies | |
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| Some Language Considerations on Guaranties & Bonds | |
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| Types of Performance Assurances | |
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| Conclusion | |
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| Insurance | |
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| What Is Insurance? | |
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| Claims Made vs. Occurrence | |
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| Types of Insurance | |
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| Important Issues Associated with Insurance | |
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| Additional Insured Status | |
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| Additional Insurance Basics | |
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| A Typical Insurance Clause in a Construction Contract | |
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| Safety | |
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| Indemnity | |
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| Insurance & Indemnity | |
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| Indemnity Definitions | |
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| Transferring the Owner's Risks to Contractors | |
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| Fairness Is Not a Consideration | |
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| Is an Indemnity Required in a Construction Contract? | |
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| Anti-Indemnity Legislation | |
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| Examples of Indemnification Clauses | |
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| Indemnification, Additional Insured Status, & Contractual Liability Insurance | |
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| Owners Love Claims! | |
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| Negotiating Indemnity Clauses | |
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| Knock-for-Knock Indemnities | |
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| Conclusion | |
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| Changes | |
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| Some Ground Rules | |
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| Protecting the Project Manager | |
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| Owners' Directives | |
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| Constructive Changes | |
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| Payment for Changes | |
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| Sample Change Clauses | |
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| Major Contract Changes | |
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| Negotiating Change Clauses | |
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| Conclusion | |
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| Disputes & Their Resolution | |
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| What's a Project Manager To Do? A Short Story To Start With | |
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| Disputes-The Construction Contract's Bad Actor | |
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| An Ounce of Prevention | |
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| Dispute Resolution Options | |
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| The Folks Who Negotiate, Mediate, Arbitrate, & Litigate | |
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| Dispute Resolution Clauses | |
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| Conclusion | |
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| Damages | |
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| Breach of Contract/Failure To Perform | |
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| Contractors' Financial Exposure | |
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| Actual Damages-A Silent Risk? | |
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| Liquidated Damages | |
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| Consequential Damages | |
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| Conclusion | |
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| Warranties | |
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| A Workable Definition of Warranty | |
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| Warranty Issues | |
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| The Uniform Commercial Code | |
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| When Is No Warranty Appropriate? | |
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| Extended Duration Warranties | |
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| Limiting Provisions in Warranties | |
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| Pass-Through Warranties | |
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| Latent Defects & Warranties | |
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| A Sample Warranty | |
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| Conclusion | |
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| Termination & Suspension | |
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| Termination for Cause | |
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| Termination for Convenience | |
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| Suspension | |
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| Cancellation | |
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| Conclusion | |
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| Force Majeure | |
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| Negotiating Clauses | |
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| Sample Contract Language | |
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| Conclusion | |
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| Other Contract Clauses | |
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| Site Conditions | |
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| Use of Completed Portions of the Work | |
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| Patent Indemnity | |
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| Secrecy & Confidentiality Clauses & Agreements | |
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| Owner's Right To Inspect | |
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| Independent Contractors | |
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| Assignment | |
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| Acceptance & the Punch List | |
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| Advance & Partial Waiver of Liens | |
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| Final Waiver of Liens | |
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| Audit Rights | |
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| Severability or Validity Clauses | |
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| Venue & Applicable Law | |
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| Some Interesting Clauses to Close | |
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| International Contracting | |
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| International Contracts | |
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| The U.S. Foreign Corrupt Practices Act | |
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| Letters of Credit | |
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| Split Contracts: Onshore & Offshore Contracts | |
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| Political, Religious, & Economic Risks | |
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| Overseas Private Investment Corporation (OPIC) | |
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| Legal Systems in Foreign Countries | |
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| Local Employees, Partners, & Agents | |
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| Offshore Companies | |
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| Currency Risks | |
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| Applicable Law | |
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| Joint Ventures | |
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| Joint Operations | |
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| Import & Export Considerations | |
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| Understanding Incoterms | |
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| The Export-Import Bank of the United States | |
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| Where to Get Some Help-Ask the U.S. Government | |
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| Lastly, Use the Right Paper Size! | |
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| Conclusion | |
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| Some Final Thoughts on Negotiating Contracts | |
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| Why Negotiate? | |
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| The Concept of Standard Terms & Conditions | |
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| Get Rid of the Indemnity Clause! | |
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| Don't Provide Additional Insured Status | |
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| Risk Transfer Clauses, Insurance, & Safety | |
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| How to Say No Without Aggravating the Owner | |
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| The Worst Contracting Word: "Reasonable" | |
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| The Best Contracting Word: "Notwithstanding" | |
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| Win-Win & Lose-Lose in Contract Negotiations-Fairy Tales? | |
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| Is There a Price for Bad Commercial Terms & Conditions? | |
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| Terms of Payment | |
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| Some Tips on Successful Negotiating | |
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| Three First (and Final) Suggestions | |
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| Resources | |
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| Glossary | |
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| Index | |