instance, for 50 per cent of unit price when structural material is delivered, and for other specified percentages during the progress of work. On the other hand, a clause like the following is sometimes used:

P. In making such estimates, the Engineer shall not take into consideration any materials on hand which have not been placed in the improvement.

For some Contracts this is, probably, a reasonable provision. In others the assembling of materials constitutes a very important part of the Contract, and a special clause should be added covering payments on deliveries of material. For most Contracts it would be proper to make an allowance for material on hand and on the work.

37. ACCEPTANCE. The work shall be inspected for acceptance by the Company promptly upon receipt of notice in writing that the work is ready for such inspection.

38. FINAL ESTIMATES. Upon the completion and acceptance of the work the Chief Engineer shall execute a certificate over his signature that the whole work provided for in this agreement has been completed and accepted by him under the terms and conditions thereof, whereupon the entire balance found to be due to the Contractor, including said retained percentage, shall be paid to the Contractor at the office of the Treasurer of the Company within . . . . . . days after the date of said final certificate. Before the time of payment of said final estimate the Contractor shall submit evidence satisfactory to the Chief Engineer that all payrolls, material bills and outstanding indebtedness in connection with this work have been paid.

Section 37 is not to be found in most Contracts. One form has an equivalent as follows:

A. A final inspection shall be made of the work when the Contractor notifies the Commission in writing that it has been completed. If the work is found to be complete in accordance with these specifications it shall finally be accepted by the City.

Most Contracts fail to provide for acceptance when notified by the Contractor of his readiness for inspection. The provision seems desirable as a recognition of the right of the Contractor in this particular.

Another reading for Section 38 is shown below:

B. The Chief Engineer shall, as soon as practicable after the completion of this contract, make a final estimate of the amount of work done thereunder and the value of such work, and the City shall within days after such estimate is

so made and is approved by the Board, pay the entire sum so found to be due hereunder, after deducting therefrom all previous payments and all amounts to be kept and all amounts to be retained under the provisions of this contract. All prior partial estimates shall be subject to correction in the final estimate and payment.

C. Whenever, in the opinion of the Chief Engineer, the Contractor shall have completely performed this contract on his part, the Chief Engineer shall so certify, in writing to the Board, and his certificate shall state, from actual measurements, the whole amount of work done by the Contractor, and also the value of such work under and according to the terms of the contract.

All prior certificates upon which partial payments may have been made, being merely estimates, shall be subject to correction in the final certificate, which final certificate may be made without notice thereof to the Contractor, or of the measurements upon which it is based.

D. Whenever (etc., then) the Engineer shall proceed with all reasonable diligence to inspect and measure the work and shall make out the final estimate for the same and shall certify etc., .. provided that nothing herein contained shall be construed to affect the right of the Board, hereby reserved, to reject the whole or any portion of the aforesaid work should the certificate be found, or known to be inconsistent with the terms of this agreement or improperly given.

Another reading of the final clause is this:

E. Before the final payment is made, the Contractor shall show to the City satisfactory evidence that all just liens, claims and demands of his employees, or of parties from whom materials used in the construction of the work may have been purchased or procured, are fully satisfied, and that the materials furnished and the work done are fully released from all such liens, claims and demands.

The City probably is protected in this regard by the Bond, but the provision above is reasonable and appropriate.

Section 17 also provides as to liens, but does not require evidence from the Contractor as Section 38 does.

Another Contract form provides for the payment of the final estimate as follows:

F. Excepting such sum or sums as may lawfully be retained by said City.

This seems desirable in view of Section 17, which relates to liens and claims, and it could properly be introduced, after the words "final certificate," in line 7 of Section 38.

There should be added to Section 38, after "conditions thereof," in the fourth line, the words:

G. and shall make and approve the final estimate of the work.

Line 7 should read:

H. Before the approval of the final estimate,

instead of

Before the time of payment of said final estimate.

This agreement shall inure to the benefit of and be binding upon the legal representatives and successors of the parties respectively.

In Witness Whereof, the parties hereto have executed this agreement in the day and year first above written.

WITNESS:

This conclusion of the Contract is somewhat different in form from that used in other Contracts, but it seems complete and effective.

In the case of one public Board, nothing is said about successors of the Board, but this provision is made:

A. This agreement shall be binding upon the heirs and legal representatives of the said Contractor.

As the Contractor may be a corporation without heirs, the Uniform Contract Form reading, "legal representatives and successors," seems more appropriate.

The reference to successors is often placed at the beginning of the contract in this clause:

B. Witnesseth, That the parties to these presents, each in consideration of the covenants and agreements on the part of the other, herein contained, do hereby covenant and agree, the party of the first part for itself, and the party of the second part for ... ... and heirs, executors and administrators, successors and assigns, as follows:

The following concluding clause sufficiently explains itself:

C. In Witness Whereof, this contract has been executed for The City of New York by the Public Service Commission for the First District under and by virtue of a resolution duly adopted by the Commission and the seal of the Commission has been hereto affixed and attested by its Secretary and these presents have been signed by its Chairman; and the Contractor * has (hereunto set ........ hand . . . and seal .). (caused... corporate seal to be hereto affixed and these presents to be executed by proper officers) the day and year first above written.

*If the Contractor be an individual, use the words inclosed in the first bracket; if a corporation, use the words inclosed in the second bracket.

Sometimes the concluding clause refers to duplicate or other additional Contracts. The following forms are examples:

D. In Witness Whereof, the Sewerage Commission of ...

has hereunto set its hand and seal and the Contractor has also set his or their hands and seals; and the Commission and the Contractor have executed this agreement in duplicate, one part to remain with the Commission and the other to be delivered to the Contractor, the the year one thousand nine hundred and

..

day of

in

E. In Witness Whereof, the said parties of the first part have hereunto, and to three other original agreements of like tenor and date, set their Corporate Seal, and have caused the same to be signed by a majority of the said Commissioners, and the party of the second part have hereunto, and the three other original agreements of like tenor and date, set their hands and seals, the day and year first above written.

The third copy is commonly deposited with the Auditor; a fourth is unusual. All being originals, either one is competent evidence. A rather unusual clause is this:

F. In Witness Whereof, the said parties have hereunto set their hands and seals, the Commonwealth executing these presents by its said Board (naming them) who incur no personal liability by reason of the execution hereof or anything herein contained, on this ... day of...... A.D. 191..

Specifying exemption from liability is probably unnecessary.

The following includes certificates of City Officers, to be signed before the Director signs the Contract on behalf of the City. These formalities may be required by law, or may be only a requirement by the Director.

G. In Witness Whereof, the parties to this agreement have hereunto set their hands and seals.

Dated the day and year first herein written.

CHAPTER XVII

ADDITIONAL CONTRACT FORMS

In addition to the clauses found in the Uniform Contract Form, treated at length in the preceding chapter, there are others, some important and others interesting and suggestive, which Engineers may desire to use. For convenience of reference these additional clauses will be arranged in classes with section numbers and letters beginning with Section 50.

50. The Contractor shall keep himself fully informed of all existing or future State and federal laws, and of all municipal ordinances, prohibitions, rules and regulations in any manner affecting the conduct of the work, and of all orders or decrees of any body or tribunal having any jurisdiction or authority over the materials, times, places and actions of those employed in the work embraced in this contract. If any discrepancy or inconsistency is discovered in the plans, drawings or specifications or contract for this work in relation to any such act, ordinance, prohibition, rule, regulation, order or decree, he shall forthwith report the same to the Engineer in writing. The Contractor shall at all times observe and comply with, and shall cause all his agents and employees to comply with all said existing and future acts, ordinances, prohibitions, rules, regulations, orders, and decrees; and shall protect and indemnify the City, the Commission, the Engineer, and their employees against any and all claims arising from or based on any violation of such acts, ordinances, prohibitions, rules, regulations, orders or decrees, and against all violations of law by the Contractor or his agents or employees. He shall also procure and pay for all licenses or permits required in the prosecution of any part of the work embraced in this contract.

It is doubtful whether this clause is in any way essential, although it is not uncommon. The Contractor, irrespective of this, is required to know the law and to observe it. The provision in Section 15 that the Contractor shall indemnify the railroad or the City seems sufficient. Nevertheless this clause does call special attention to this particular matter.

Another reading is:

A. In all the operations connected with the work herein specified, all city or town ordinances, and all laws controlling or limiting in any way the actions of those engaged on the works, or affecting the materials applied to them, must be respected and strictly complied with; and no work, except in case of necessity, of which the Engineer shall be the judge, shall be carried out on Sunday.