The day a note matters

A multifamily project, foundations phase. The special inspection agency has left discrepancies open on the footing reinforcement. The contractor says it is waiting on the inspector, and the inspector says it is waiting on the contractor. “We don’t know who’s waiting on whom,” the architect sums up. On a previous project, fourteen open discrepancies had ended up in the final report of special inspections, and the building official issues the certificate of occupancy only after that report. This time everything closed in forty-eight hours, because the minutes showed, date by date, that the contractor had sent each document and that the agency had been followed up.

General Notes have two readers. The first is on site: the contractor, who works under them and will quote them back in a dispute. The second wasn’t there: the expert or the arbitrator who, months later, judges from the written record alone, starting with the minutes. A note has to work for both: hold the contractor to what it actually accepted, and show the expert who had to do what.

“As soon as there’s a dispute, we go back to the minutes, we go back to the photos, and we show. We may be wrong, but we can prove things.”

— Louise Aimonetto, co-managing partner, ICMArchitectures (France)

We all inherited a block of General Notes. Copied from the last project, grown by one clause after each dispute, never trimmed. A bit like the fax number still printed in the meeting header.

Good minutes record what happened and coordinate the trades so the project moves. They don’t create a penalty, a Change Order or a time extension. This guide goes through thirteen essential General Notes, ranked by impact: money, time, what the minutes are worth, then what isn’t the architect’s job. For each one: the version that fails, the version that holds, and why. Fill in the brackets with your own contract.

→ Open the General Notes template in There
The thirteen notes of this guide, one per callout, ready to compare with your own block.

Video · The open discrepancy: who’s waiting on whom?

Three questions to test a note

Before you keep a note, ask it three questions. One vague answer is enough to make it fail.

A note that works answers all three questions.

1. Who? The note names the party that acts, and the right one. The Architect records and reviews; the Owner decides; the Contractor is responsible for means, methods and safety; the special inspector reports.

2. On what basis? Every consequence (liquidated damages, backcharge, rejection) points to a section of the Agreement, the General Conditions or the Specifications. Without one, the note informs; it doesn’t sanction.

3. When and how? A deadline has a number, a unit and a starting point. “Within 7 calendar days of distribution” can be counted; “promptly” can’t.

One more warning sign: absolutes (“under no circumstances,” “without exception,” “automatically”). They sound firm, but they weaken the note: they promise more than the contract allows, and a court can set the whole note aside.

An example: the discrepancy nobody closes

A special inspection discrepancy means the inspected work doesn’t match the approved documents, or the inspector is missing what it needs to confirm it does. Until it’s closed, the work waits. If it stays open to the end, it shows up in the final report of special inspections, and the certificate of occupancy waits with it.

What we usually read

The Contractor shall respond to all inspector comments and provide the required documents. Responses are due within eight days, with a copy to the Owner. No work shall proceed without the inspector’s approval.

1. Who? Only the Contractor has an obligation. The inspection agency has no deadline and no recipient, and it “approves,” when it actually reports.

2. On what basis? None: neither the agency’s agreement nor the Specifications.

3. When? “Within eight days,” but eight days after what: the discrepancy, its receipt, the meeting?

The day it stalls, this note doesn’t say who is late.

What holds instead

The General Notes give everyone a due date: “The agency has one business day” to issue its report.

Before: nobody has a due date. After: the minutes name the party it’s waiting on.

Deadlines alone wouldn’t have been enough. What makes them useful is the tracking carried at every meeting: the discrepancy number, its dates, a status that names who we’re waiting on (“Ball in court: Special Inspector” or “Ball in court:” the contractor concerned) and a numbered follow-up.

Write

• Transmittal. The Contractor sends the documents requested by the special inspection agency, copy to [the Architect], with a numbered, dated transmittal.

• Report. The agency issues its report to the Contractor and [the Architect], copy to the Owner, within the time of its agreement with the Owner, that is [one business day] from the inspection.

• Response. The Contractor corrects an open discrepancy, or obtains the engineer of record’s written disposition, within [two weeks] of the discrepancy notice.

• Tracking. Each open discrepancy is carried in the minutes with its number, its dates and the party it’s waiting on; no work is covered while its discrepancy is open.

Why. Each party has a deliverable, a recipient, a deadline and a starting point: the minutes show who is waiting on whom. The agency’s deadline comes from its agreement with the Owner; the minutes restate it and copy the Owner, who can enforce it.

Thirteen notes, ranked by impact

What commits money

1. Changes in the Work · One line in the minutes can read as a Change Order

Avoid, in the action items

Drywall proposal #412: Owner approved in principle, Contractor may proceed.

Write, in the General Notes

No changed or additional work proceeds without a Change Order or a Construction Change Directive signed by the Owner. Listing a request, proposal or PCO in these minutes is not a Change Order, a directive or an acceptance of price. Each proposal is tracked here by number, amount and status until it is executed.

Why. Courts look at substance: minutes that record agreement on work and its price can be read as a change, or as a waiver of the written Change Order requirement. Most blocks only have the first sentence; the second one protects the writer from their own minutes.

The approval is tracked in the action items; the rule lives in the General Notes.

2. Attendance · A fine for absence is a penalty, and a penalty doesn’t hold

Avoid

Any absence will be fined $500. Decisions made in a party’s absence cannot be disputed.

Write

Unexcused absence, or arrival more than 30 minutes late, of an invited party is recorded in these minutes. An absence is excused only if reported to [the Architect] at least [24 hours] before the meeting.

Why. AIA A201 provides no sanction for missing a meeting, and a flat fee that compensates no actual loss reads as a penalty, which U.S. courts don’t enforce. Section 01 31 19 can require attendance by people authorized to decide; the minutes record who was invited and who came.

3. Liquidated damages · The minutes record the facts, the Owner decides

Avoid

Penalties will be deducted automatically from the next payment, without recourse.

Write

Delays and failures recorded in these minutes may support the liquidated damages of [Agreement §x]. The Owner decides whether to assess them, after giving the Contractor an opportunity to respond.

Why. “Penalty” is the wrong word: only liquidated damages set in the Agreement, as a reasonable estimate of the Owner’s loss, are enforceable. “Automatically” and “without recourse” skip the Owner’s decision; the assessment can then fail on procedure, on facts that were well established.

4. Applications for Payment · A cutoff date doesn’t forfeit payment

Avoid

Pay applications received after the 25th will be returned and held to next month.

Write

The Contractor submits its Application for Payment to [the Architect] by the [25th] of each month, with the updated Schedule of Values and the lien waivers required by [Section 01 29 00].

Why. The date organizes the cycle; it doesn’t take away the right to be paid. A201 sets its own timing (the Architect certifies within seven days of receipt), and state prompt payment acts can make a “returned” application costly for the Owner.

5. Cleaning · No cleanup at others’ expense without notice

Avoid

If not cleaned within 48 hours, cleanup will be charged to all trades.

Write

The Contractor keeps the site free of waste and debris daily. If it fails to do so within [48 hours] after written notice, the Owner may clean up and charge the cost as provided in A201 §3.15.2.

Why. Charging cleanup to a party takes notice and a basis in the contract. Splitting it “among all trades” makes the clean trades pay for the others, and the subcontractors aren’t parties to the Owner’s contract anyway: the General Contractor backcharges them.

What commits time

6. Weather · A weather day is recorded, not negotiated

Avoid

Weather days not reported within the week will not be considered.

Write

Any stoppage of critical path work caused by conditions exceeding a threshold of [Section 01 26 20], measured at [NOAA station], is recorded by [the Architect] at the next meeting, based on station data provided by the Contractor:

• rain: more than [0.50 in] between [7 a.m. and 3:30 p.m.];

• wind: sustained wind over [25 mph];

• cold: below [32 °F] at 8 a.m.;

• snow: [2 in] on the ground;

• heat: [95 °F] or higher, or an NWS Extreme Heat Warning.

Time is adjusted by Change Order, net of the [x] anticipated weather days in the Contract.

Why. Each day granted extends the Contract Time, which moves liquidated damages. A201 extends time for weather that was abnormal for the period, couldn’t reasonably be anticipated and actually affected the schedule, and claims follow their own notice rules: a reporting deadline invented in the minutes doesn’t remove that right. A threshold with no hours or station invites argument; with a time window, a station and a recorded stoppage, it can be checked. The bracketed values are the ones found in the most precise public specifications we reviewed: replace them with yours.

From a work stoppage to a Change Order extending time.

7. Schedule · A schedule update doesn’t move the Contract Time

Avoid

Schedule rev. C, agreed at this meeting, is contractual and binding on all trades.

Write

The baseline schedule is the one accepted under A201 §3.10. The Contractor reports any forecast slippage in writing. An updated schedule reviewed at a meeting changes the Contract Time only by Change Order.

Why. A revision “agreed at this meeting” was never issued as a Change Order: it binds no one, and the Contractor can use it to argue the Owner agreed to extend time.

8. Submittals and inspections · Silence is not approval

Avoid

Submittals not returned within 8 days are deemed approved by the Architect and the inspector.

Write

The Contractor submits shop drawings, product data and samples for [the Architect]’s review within the time of [Section 01 33 00]. No work proceeds before the submittal is returned without exception. Review does not relieve the Contractor of its responsibility.

Why. A deemed approval commits the Architect on drawings it never read, and the special inspector reports on conformance; it doesn’t approve anything. To track inspection discrepancies, reuse the note from the example above.

What the minutes are worth

9. Purpose · The minutes record the discussions; they don’t modify the Contract

Avoid

These minutes are contractual in their entirety and constitute a directive.

Write

These minutes record the observations, discussions and decisions of the meeting. They are not Contract Documents and do not modify the Contract, which governs in case of conflict. Each recipient reads them in full, including items for other trades.

Why. The minutes aren’t among the Contract Documents: if they “constitute a directive,” the Architect directs without the Owner. Reading in full keeps a trade from claiming it missed a coordination item.

10. Review and distribution · Silence confirms accuracy, not acceptance

Avoid

Distribution of these minutes constitutes formal notice. Absent objection by certified mail within 48 hours, they are accepted without reservation by all parties.

Write

These minutes are distributed by email to everyone on the distribution list, present or not; distribution is not notice under the Contract. Corrections are sent to [the Architect] within [7] days of distribution. After that, the minutes stand as an accurate record of the discussions and observations. Accepted corrections appear in the next minutes.

Why. Silence can settle the accuracy of a record; it doesn’t make anyone accept a new obligation, a price or a deadline. And a claim or a notice to cure goes by the delivery method the Contract requires, separately, never with the minutes.

“Not to police anyone, but to know who to call and chase before the next meeting.”

— Matthias Greuet, construction director, Chabanne (France)

11. Substantial Completion · An item in the minutes is not a punch list item

Avoid

Deficiencies are listed in these minutes and must be corrected within 30 days.

Write

Closeout submittals (record drawings, O&M manuals, warranties) are delivered to [the Architect] at least [15 days] before the Substantial Completion inspection. Items noted in these minutes are not the punch list: only the list attached to the Certificate of Substantial Completion governs.

Why. An item that only appears in the minutes is missing from the certificate, and the Owner may lose it. The minutes track punch list items; they don’t create them.

“The photo is there. And then there’s nothing left to argue about.”

— Rémi Relave, construction administration, Chabanne (France)

What isn’t the architect’s job

12. Subcontractors · The Owner can object; the Architect records and informs

Avoid

Any subcontractor not approved by the Architect will be removed from site immediately.

Write

The Contractor identifies each proposed subcontractor to the Owner and [the Architect] at least [three weeks] before it starts work, as provided in A201 §5.2. A subcontractor on site before that is recorded here, and the Owner is informed.

Why. A201 gives the Owner and the Architect a window to object, not a power to remove crews from the site. The Architect records, in a dated line, a subcontractor that showed up early, and tells the Owner.

13. Safety · The rules belong to the Contractor, not to the minutes

Avoid

The Architect requires hard hats. Violators will be fined $150.

Write

The Contractor is solely responsible for jobsite safety and its safety program (A201 §3.3.1 and Article 10). No subcontractor starts work before the Contractor’s site-specific safety orientation. [The Architect] does not direct means, methods or safety precautions.

Why. A fine is an enforcement power nobody gave the Architect, and an Architect who “requires” safety measures takes on a responsibility the Contract leaves with the Contractor. The note simply restates whose job it is, and one prerequisite anyone can check at the gate.

Video · Three lines that commit without saying so

What you leave out matters as much as what you write

Every extra line dilutes the ones that count.

• An item for a single trade. “Doors and frames to submit hardware schedule by Friday” is an action item, with a ball in court and a due date.

• A gate code or a cell number. Minutes travel far beyond the site.

• A hard-coded year. “2025 certificates of insurance” is out of date in January. Write “current certificates of insurance.”

• A dead reference. A fax line, a superseded edition of A201, a code the project isn’t under. One wrong reference makes readers doubt the others.

• A dollar amount the contract doesn’t provide. Without a section to point to, the number is a promise nobody can keep.

• A meeting etiquette rule. Phones off, “anyone who leaves the meeting is absent”: useful in the room, meaningless in a dispute. Say it out loud.

The core stays put; the contract doesn’t

From one project to the next, the core changes little; the contract does. On a private AIA project, the references go to A201 and Division 01 of the Specifications. On a state or municipal project, the agency’s own General Conditions and prompt payment rules take over. On a federal project, the FAR clauses do, starting with excusable delays and changes. With a CM at-risk, notes and follow-ups have a single recipient. And only name a trade in the General Notes if the Contract gives it that scope.

Write less, cite the section, date everything

A good note is two or three sentences. It names who acts, points to a section, puts a number on its deadline, and stops there. The whole block then fits on two pages, and every line holds up when an expert or a contractor in a dispute reads it again.

We often hear: “my note has always worked.” It worked as long as nobody challenged it.

The “General Notes · OAC Minutes” template in There.

“The General Notes come first; it reads clearly.”

— Louise Aimonetto, ICMArchitectures (France)

Go further in There. The “General Notes · OAC Minutes” template carries the notes of this guide, one per callout: open it and compare it with your own block. The full library breaks each note into variants (private AIA, public agency, federal, occupied building), and routines pick the right one from the project data, then flag the notes that fail in imported minutes. Request access to try it on your next project.

→ Open the General Notes · OAC Minutes template in There