Which contract clauses protect a dentist in a build-out?
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Ask about ten: scope and drawings, price type, substantial completion, schedule and delay remedies, change orders, payment and retainage, lien waivers, warranty and the one-year correction period, consequential-damages waivers, and closeout deliverables. Many contracts are built on AIA A201-2017, whose §15.1.7 waives most consequential damages (AIA Contract Documents). Review each in 2026 before signing.
This page is general information, not legal advice. Have a construction attorney review your contract.
Key facts
| Clause | What the source says | Source |
|---|---|---|
| Substantial completion | The stage when the owner "can occupy or utilize the Work for its intended use" (A201 §9.8.1) | AIA A201-2017 sample |
| Delay extensions | A201 §8.3.1 extends time for owner acts, changes, unusual delivery delays and causes beyond the contractor's control | Ruberto, Israel & Weiner |
| Consequential damages | §15.1.7 mutual waiver includes the owner's lost income, profit and financing; it doesn't preclude liquidated damages | AIA Contract Documents |
| Change orders | Written instrument signed by owner, contractor and architect (§7.2.1) | AIA A201-2017 sample |
| Final payment | Not due until payroll and bills are paid and insurance is certified (§9.10.2) | AIA A201-2017 sample |
| Correction period | One year after substantial completion; it's not a limit on the general warranty | Miller Nash |
| Dental attorney's list | Scope and change orders, milestones with delay penalties, milestone payments, lien waivers, warranty, dispute and termination terms | Dental & Medical Counsel |
Why does a dentist need to read the contractor's contract?
Because the standard forms are balanced for typical commercial work, and a dental office isn't typical. Your opening date drives loan payments, rent commencement, staff hiring and insurance credentialing. Dental & Medical Counsel says standard contractor agreements "are written to protect the contractor, not the owner," and lists the terms your attorney should review: scope and change order procedures, milestones with penalties for delay, a payment schedule tied to milestones, lien waivers, warranty, and dispute and termination clauses (Dental & Medical Counsel).
Two common families of forms are AIA's A201 general conditions and ConsensusDocs 200, a single document that integrates the agreement and general conditions between owner and constructor (ConsensusDocs). Section numbers below refer to A201-2017.
The ten clauses to ask about
1. Scope and contract documents
The contract should list every drawing, specification and addendum by date. Dental scope lives in the details: chair utility boxes, vacuum and air lines, x-ray shielding, sterilization plumbing, low-voltage conduit. If the equipment dealer's utility templates and the IT drop schedule aren't in the contract documents, they aren't in the price. See dental chair utility requirements.
2. Price type and allowances
Know whether the price is fixed or cost-plus, and list every allowance in dollars. A201 §3.8.1 requires allowances stated in the contract documents to be included in the contract sum (AIA A201-2017 sample).
3. Substantial completion that means "open for patients"
A201 §9.8.1 defines substantial completion as the point when the owner can occupy or use the work for its intended use (AIA A201-2017 sample). Tie it to a certificate of occupancy, passed medical gas verification where applicable and working utilities at every chair. See the inspection checklist.
4. Schedule, delays and liquidated damages
A201 §8.2.1 makes contract time "of the essence" (AIA A201-2017 sample), and §8.3.1 grants extensions for listed causes (RIW). Liquidated damages are the owner's main remedy for contractor-caused delay, and they survive the consequential-damages waiver (AIA Contract Documents). Details in build-out delay liability.
5. Change orders
Every change in writing, with price and time stated, before work proceeds. A201 §7.2.1 defines a change order as a written instrument signed by owner, contractor and architect (AIA A201-2017 sample).
6. Payment and retainage
Pay against completed milestones, not calendar dates (Dental & Medical Counsel). A201 §9.3.1 applications for payment reflect retainage if the contract provides for it (AIA A201-2017 sample); set the percentage and release terms.
7. Lien waivers
Require conditional and final lien waivers from the GC and major subs with each payment. A201 §9.10.2 makes final payment conditional on an affidavit that payrolls and bills have been paid (AIA A201-2017 sample).
8. Warranty and the one-year correction period
A201 §3.5.1 warrants that the work will conform and be free from defects (AIA A201-2017 sample). Section 12.2.2.1 adds a one-year correction period, which Miller Nash explains is not a one-year warranty limit (Miller Nash). Watch the trap: if you find a defect during that year and don't give notice and a chance to correct, you can waive correction and warranty claims for it (NH Construction Law).
9. Consequential damages
Under A201 §15.1.7, the owner waives items such as lost income, profit and financing (AIA Contract Documents). For a dentist, lost production from a late opening is exactly that. If you accept the waiver, make sure liquidated damages fill the gap.
10. Closeout deliverables
List them: as-builts, warranties, O&M manuals, final inspections, medical gas certification, keys and codes, and every login for systems the contractor installed, such as access control or the HVAC thermostat portal, registered to the practice. See who owns dental office passwords.
Which free tools help with this?
The permit & inspection tracker (free tool, coming soon) is planned to track permits, inspections and the certificate of occupancy in one place. The build-out cost & timeline calculator (free tool, coming soon) is planned to estimate build-out cost and timeline from square footage and operatory count. The credential ownership checklist (free tool, coming soon) is planned to list every login, license and account the practice should own, with a "password hostage" letter template. FloorStack Studio (live, free plan) places every device on your floor plan and gives you a device schedule with rooms, ports and cable lengths (FloorStack FAQ).
How FloorStack helps
FloorStack is a dental build-out platform that keeps the contract's moving parts visible to the doctor. The free Permit & inspection tracker (coming soon) will follow permits, inspections, CO and the punch list against your substantial-completion date; the free Build-out cost & timeline calculator (coming soon) helps you set the budget and schedule the contract should match; and the free Credential ownership checklist (coming soon) covers the logins and documentation every vendor should hand over. Studio (live, free to start) puts the technology scope on the floor plan so it can be attached to the contract documents (FloorStack). Visit the Dental Office Construction hub.
Free tools for this step
- Permit & inspection tracker: permits, inspections, CO, punch list (free tool, coming soon).
- Build-out cost & timeline calculator: budget and schedule to check the contract against (free tool, coming soon).
- Credential ownership checklist: closeout logins and documentation (free tool, coming soon).
- Studio: technology scope for the contract documents (live).
Frequently asked questions
Should I accept the AIA form as-is?
Have a construction attorney review it. A201 can be changed by supplementary conditions and signed modifications, and owners often revise it (AIA Contract Documents; RIW).
Are liquidated damages blocked by the consequential-damages waiver?
Not under A201-2017; §15.1.7 says it doesn't preclude liquidated damages (AIA Contract Documents).
Is the warranty only one year?
No. The one-year period is for correction; the general warranty isn't limited to it (Miller Nash).
What is a "no damages for delay" clause?
A clause making a time extension the contractor's only remedy for certain delays. Owners often add one to the AIA forms; the unmodified A201 doesn't mandate paying delay costs either (RIW).
When should I release final payment?
After the punch list is complete, lien waivers and closeout documents are in hand, and final inspections pass (Dental & Medical Counsel).
Does the landlord's work fall under this contract?
Not usually. Landlord work is governed by the lease and work letter; see the lease negotiation checklist.
Sources
- FloorStack: Frequently asked questions
- AIA Contract Documents: A201-2017 General Conditions, sample preview (PDF)
- AIA Contract Documents: Waiver of Consequential Damages in Construction
- AIA Contract Documents: 7 Construction Contract Mistakes to Avoid
- ConsensusDocs 200: Owner and Constructor Agreement (Lump Sum)
- Ruberto, Israel & Weiner: Who Bears the Costs of Delays?
- Miller Nash: Warranty vs. Correction Period
- NH Construction Law: The "One Year" Warranty, Myth and Reality
- Dental & Medical Counsel: A Dental Lawyer's Guide to Your Dental Office Build-Out
- FloorStack home page
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