Draft Construction Contract

---
name: draft-construction-contract
task_id: real-estate/draft-construction-contract
description: Guides drafting of an AIA-style modified construction agreement by synthesizing multi-document source materials into a coherent single-document structure and flagging cross-document inconsistencies in a companion memo.
activates_for: [planner, solver, checker]
---

# Skill: Draft AIA-Style Modified Construction Agreement for Mixed-Use Development

## 1. Subject-matter triage
- Confirm the primary deliverable is the construction agreement itself; draft that document first, then prepare the issues memo only after the contract exists and is complete enough to review.
- Treat the source set as potentially containing multiple commercial inputs, technical exhibits, financing terms, and follow-up edits; map each to the contract before drafting prose.
- If only one operative source controls a topic, state that explicitly; if multiple sources address the same topic, compare them before choosing language.

## 2. Failure modes the skill is correcting
- Drafting a generic AIA-style contract that ignores negotiated project terms and therefore does not reflect the deal.
- Using a standard two-document AIA structure when the task requires a modified single-document form.
- Omitting lender- or project-required provisions such as bonds, retainage, insurance, payment mechanics, or change-order controls when the source materials make them mandatory.
- Failing to harmonize scope, pricing, schedule, and risk-allocation provisions across the documents.
- Producing a companion memo that describes issues generally but does not identify concrete cross-document inconsistencies and a path to resolution.
- Letting the draft rely on implied defaults instead of expressly stating the modified provisions that displace standard AIA assumptions.

## 3. Legal frameworks / domain conventions that apply
- Use an AIA-style integrated contract architecture: commercial terms and general conditions are merged into one instrument, with defined terms, article numbering, and exhibit cross-references used consistently.
- Draft the price clause to reflect the agreed pricing structure, including any guaranteed maximum price mechanics, inclusions and exclusions, contingency treatment, and fee treatment as the source materials require.
- Define substantial completion in a way that ties to the project’s practical completion standard used in the sources, because that date controls final payment, punch-list timing, and any delay remedy cutoff.
- Express delay consequences clearly, including any liquidated-damages regime, cap, or offset, and reconcile that regime with any no-consequential-damages language.
- Use monthly payment applications and schedule-of-values support unless the source materials prescribe a different mechanism; address retainage, reduction points, release timing, and lien-period conditions where required.
- Include a change-order framework that states who may direct changes, how pricing is set, whether work must continue during disputes, and when time extensions are available.
- Include bond requirements if the source materials require them, and tie form, amount, and beneficiary to the project’s financing or procurement terms.
- Include insurance requirements with the coverage types, limits, endorsements, and waiver concepts reflected in the source set, and align indemnity language with that allocation of risk.
- State dispute resolution in a stepped sequence when required: claim presentation, initial decision maker, mediation, and then the forum chosen by the parties.
- Support each major drafting choice with the governing contract principle or source authority the materials indicate; do not state a legal proposition as settled unless the controlling authority is identified in the source set or is a standard construction-contract convention.

## 4. Analytical scaffolds
- Build a clause-by-clause matrix of the source materials before drafting: identify scope, price, schedule, payment, bonds, insurance, change control, indemnity, dispute resolution, warranties, closeout, and termination.
- For each topic, identify the controlling source, any inconsistent source, and the drafting choice needed to harmonize them.
- When a term appears in more than one source, resolve it by priority, specificity, or later-in-time amendment logic; if priority is unclear, flag it in the memo rather than burying it in the contract.
- Draft the contract so that defined terms are reused consistently and exhibit references point to the correct schedule or attachment.
- When the sources contain technical specifications or project assumptions, convert them into operative contract obligations rather than leaving them as background description.
- For the companion memo, identify each inconsistency, explain why it matters, and recommend the fix or the source that should control.
- If more than one party, period, milestone, or coverage category is in play, enumerate the set explicitly before analyzing the implications so that no item is collapsed into a generic pass.

## 5. Vertical / structural / temporal relationships
- Keep the price, schedule, and completion provisions internally consistent: scope assumptions should support the pricing model, and the completion date should match the work program and any milestone commitments.
- Link payment timing to performance status, approvals, and retainage release conditions so that the payment clause does not contradict closeout obligations.
- Make sure change-order pricing and time-extension language do not undercut the guaranteed price or scheduled completion date unless the source materials expressly allow that result.
- Align indemnity, insurance, and builder’s-risk concepts so that insured losses, contract claims, and consequential-loss waivers do not overlap incoherently.
- If financing requirements affect contractor obligations, incorporate them expressly rather than leaving them in a side document that conflicts with the contract.
- Treat closeout, substantial completion, punch-list, and final payment as a sequence; do not draft them as independent events if the source materials link them.

## 6. Output structure conventions
- Draft the construction contract in a single-document AIA-style format with conventional article flow, defined terms, and embedded general conditions provisions.
- Use article and section headings that read like a construction contract, not a memo or checklist.
- Include exhibits and schedules only where needed to operationalize the deal terms, and cross-reference them from the operative clauses.
- Prepare the issues memo as a separate advisory document that tracks cross-document conflicts, explains the impact of each conflict, and states the proposed resolution.
- Organize the memo by issue topic or source pairing, not by narrative summary.
- Give each issue a concise description, the conflicting source references, the practical consequence, and the recommended fix.
- End the memo with an explicit Recommended Actions section identifying the next drafting or business steps, the responsible role, and the timing anchor tied to the drafting or deal milestone.
- Label the deliverables exactly as instructed for file naming, and ensure the contract file is complete before the memo is finalized.