"Complete and operational": when the contract asks for more than the plans show

The drawings show a symbol for a card reader at each door. The scope of work says the subcontractor will provide "a complete and operational access control system, including all items necessary for a fully functional installation." Nobody has designed the system. Somebody now has to, and the contract says it's you.

This happens most to electrical, low-voltage, fire alarm and controls subs, whose work is often shown as symbols and performance requirements rather than detailed design. Here's how the risk moves, and how to push some of it back.

The general rule: the owner stands behind its design

Under the Spearin doctrine, from a 1918 U.S. Supreme Court case, an owner who gives a contractor detailed plans and specifications impliedly warrants that they're adequate. If you build what the design specifications told you to build, you're generally not responsible for the consequences of defects in that design.

Two limits matter:

• Design specs vs. performance specs. The warranty applies to design specifications, which tell you exactly what to install and how. It doesn't apply to performance specifications, which state a result ("a fully functional system") and leave the method to you. "Complete and operational" language pushes your scope toward performance, and the risk with it.
• Obvious problems. If a defect is plain to see, you're expected to raise it. A contractor who builds through an obvious error may lose the protection.

What California adds on public work

On local public works, California limits how far this can be shifted. Public Contract Code section 1104 says a local public entity, charter city or charter county can't require a bidder to take responsibility for the completeness and accuracy of the architectural or engineering plans and specifications, except on clearly designated design-build projects. The agency can still require you to review the plans and report errors you find, as a contractor rather than as a designer. Note what this does and doesn't do: it protects bidders on the prime contract, but it doesn't by itself void design-responsibility language a GC puts in your subcontract.

On private work, it comes down to the contract, which is why the language matters.

The phrases that shift design onto you

• "Complete and operational," "fully functional," "including all items necessary." These turn a symbol into a system you have to design, size and coordinate.
• "Subcontractor has reviewed the plans and found them complete and free from error." An acknowledgment like this can undercut a later claim that the design was defective.
• Delegated design in an exhibit. Watch for design responsibility for supports, seismic bracing, raceway layouts or controls added to Exhibit A late in bidding, at the same price.
• Order of precedence. If the scope sheet controls over the drawings, broad scope language can override what the plans actually show.

Protect yourself in the bid

• Ask before you price. Send RFIs on anything shown only as a symbol or performance requirement, and keep the answers.
• Write your assumptions into the proposal. For example: "Pricing is based on devices and quantities shown on drawings E-101 to E-110. System design, engineering and permitting by others unless listed." Make sure the proposal is attached to, or referenced in, the subcontract.
• Price design if you take it. If you're accepting delegated design, include engineering cost, the time for submittals and approvals, and a contingency.
• Check your insurance. Commercial general liability policies often exclude or limit professional (design) services. If you or your engineer are taking on design, confirm what covers it.

What to ask for in the subcontract

• Scope defined by the drawings and your proposal, not "everything necessary"
• Strike "free from error" acknowledgments, or limit them to errors you actually found
• Delegated design listed specifically, with a separate price and schedule
• A change order for work not reasonably inferable from the contract documents

A dot on a drawing is a device, not a design. Make sure your contract reads that way too.