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GENERAL TERMS OF THE CONTRACT
<br />1. CHANGES IN THE WORK. It is understood that the type of work called
<br />for in this Agreement may require changes as the work progresses.
<br />Contractor will perform changes in the work (including changes requested
<br />by Customer) only after consultation with the Customer, and execution of a
<br />written agreement covering the changes in the scope of the work including
<br />any changes in Contract Price and time for performance.
<br />2. PAYMENT TERMS. Payment of the Contract Price, shall be made
<br />monthly upon receipt of an invoice for portion of the Work performed during
<br />that month. If any invoice remains unpaid to the 20th day following receipt
<br />by Customer, Customer agrees to pay Contractor interest at the rate of ten
<br />percent (10 %) per annum from the due date until paid.
<br />3. TAXES. Contractor's price includes applicable taxes imposed on the
<br />work or materials included in this contract, to the extent required by law to
<br />be collected by Contractor. Such taxes may be separately itemized on
<br />invoices.
<br />4. SECURITY FOR PAYMENT. Customer understands that if Contractor
<br />is not paid it can assert a lien against the property. Contractor will issue
<br />waivers of its lien rights only to the extent it receives payment.
<br />5. DELAYS AND CLAIMS.
<br />A. Liability Only for Acts Within Contractor's Control. Contractor
<br />will be excused and will not be liable for any damages, whether direct,
<br />incidental or consequential, for any delay or failure in performance
<br />(including but not limited to delays due to strikes, fires, accidents, acts of
<br />God and delays in performance by Contractor's suppliers and carriers)
<br />except to the extent caused by, or within the direct control of Contractor.
<br />B. Notice of Claims, When. Any claims by Customer against
<br />Contractor must be presented in writing with particulars to Contractor within
<br />twenty days after they arise; otherwise Contractor shall have no
<br />responsibility or liability for such claims.
<br />6. INSURANCE AND INDEMNIFICATION.
<br />A. Customer shall purchase and maintain property insurance on its
<br />property and liability insurance to cover the acts or omissions of its agents
<br />and employees at the Site.
<br />B. Contractor maintains insurance as shown on the attached Insurance
<br />Addendum. A certificate showing coverage limits and Carriers will be
<br />issued to Customer prior to beginning work at the Site.
<br />C. Contractor agrees to indemnify Customer from any loss, damage or
<br />expense which Customer suffers as a result of claims asserted against
<br />Customer by third parties (including Contractor's employees) which arise
<br />out of Contractor's work at the Site, to the extent caused by the negligent
<br />acts or omissions of Contractor or anyone for whom Contractor is
<br />responsible. Customer agrees to indemnify Contractor for any loss,
<br />damage or expense, which Contractor suffers as a result of claims
<br />asserted against Contractor by third parties (including Customer's
<br />employees) which arise out of Customer's activities at the Site, to the
<br />extent caused by the negligent acts or omissions of Customer or anyone
<br />for whom Customer is responsible.
<br />7. LIMITED WARRANTY AND EXCLUSIVE REMEDIES.
<br />A. Workmanship. For a period of one year from the date of
<br />substantial completion of Contractor's Work covered hereby, Contractor
<br />warrants that it will promptly repair or replace any improper or defective
<br />workmanship performed by Contractor under this contract; provided that
<br />Contractor has been paid for all work performed, and Contractor has
<br />received written notice from Customer of any such defective workmanship
<br />within 20 days after Customer first becomes aware thereof (provided such
<br />is within the aforesaid one -year period). Contractor will not pay for any
<br />inspections or repairs performed by others prior to receipt of notice and a
<br />reasonable opportunity to make repairs, if warranted.
<br />B. Warranty on Materials. Contractor warrants that it will use only
<br />new materials unless specified otherwise in this Contract, and will deliver to
<br />Customer standard warranties as issued by the manufacturer of the
<br />materials, if available. Contractor shall have no obligation under any such
<br />manufacturer's warranty, and shall not be required to seek changes to
<br />terms of such standard warranties.
<br />C. Disclaimer of Other Warranties. THE PROVISIONS IN
<br />PARAGRAPHS A AND B ARE THE EXCLUSIVE WARRANTIES
<br />PROVIDED TO CUSTOMER AND ARE EXPRESSLY IN LIEU OF ANY
<br />OTHER EXPRESS OR IMPLIED WARRANTIES, INCLUDING ANY
<br />IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR ANY
<br />PARTICULAR PURPOSE.
<br />D. Mold Exclusion. Contractor specifically excludes from any and all
<br />warranties connected with this Work any warranty against the growth,
<br />infestation or spread of mold, mildew, or other fungal, bacterial or biological
<br />substance however caused.
<br />8. OBLIGATIONS OF CUSTOMER AT SITE OF WORK
<br />A. Site Conditions. For work performed by Contractor at the site,
<br />Customer shall provide without charge to Contractor (1) sufficient and
<br />proper space for handling and storing the materials and equipment of
<br />Contractor;; (ii) sufficient power and water for the performance of the Work;
<br />(iii) removal of all obstructions to performing the Work as economically as
<br />possible.
<br />B. Unanticipated Conditions. If Contractor encounters
<br />unanticipated conditions or structural features, not reasonably
<br />ascertainable upon such inspection or testing as was allowed by Customer,
<br />Contractor will so advise Customer, and the parties will work out a mutually
<br />acceptable adjustment to the Work, the Contract Price, and the time of
<br />completion prior to continuation of the work.
<br />C. Asbestos, Lead, Mold and PCB. Contractor
<br />specifically excludes the abatement of any hazardous material, including
<br />but not limited to asbestos, lead, mold or polychlorinated biphenyl ( "PCB ").
<br />Customer warrants that the Work will not expose Contractor's workers or
<br />any other persons to contact with or exposure to such substances. If
<br />Contractor encounters material reasonably believed to be asbestos, lead
<br />mold or PCB or other hazardous substance which has not been rendered
<br />harmless, Contractor shall immediately stop Work in the area affected and
<br />report the condition to the Customer. The Work in the affected area shall
<br />not thereafter be resumed except by written agreement of the Customer
<br />and Contractor. The Work in the affected area shall be resumed in the
<br />absence of such hazardous substance, or when it has been rendered
<br />harmless and so agreed in writing by the Customer and Contractor. All
<br />cost of testing for, removal of, or to render asbestos, lead, mold or PCB
<br />harmless, shall be born by Customer.
<br />9. DEFAULT BY CUSTOMER. If Customer fails, or is unable for any
<br />reason, to make any payment when due, or prevents Contractor from
<br />completing its Work in a timely and uninterrupted manner, or fails to
<br />comply with any term, condition or provision of this Contract, Contractor
<br />may resort to any remedy available to it by this Contract, or by law.
<br />10. REMEDIES OF CONTRACTOR. In case of any default by Customer,
<br />including but not limited to failure to make timely payment, Contractor may,
<br />after reasonable notice and opportunity to cure, which need not exceed
<br />seven (7) days; (a) suspend all work at the site (b) demand payment of the
<br />contract price, less a sum equal to Contractor's cost of any labor and
<br />materials not yet furnished or ordered , (c) remove,its equipment and any
<br />unused material from the Premises, (d) terminate the contract and demand
<br />payments referred to in item (b) above and, (e) pursue such other or
<br />additional remedies as may be provided by law.
<br />11. DISPUTE RESOLUTION. The parties shall attempt to resolve
<br />disputes between themselves, using more senior officials of their
<br />respective organizations if necessary, and prior to the institution of any
<br />legal action, they agree to meet with a mutually agreeable or, upon mutual
<br />application, court appointed mediator for a minimum of one five hour
<br />session. In any such dispute resolution, each party shall bear their own
<br />expenses. In the event of any legal action to enforce the terms of this
<br />Contract, the prevailing party shall be entitled to recover reasonable
<br />attorney's fees from the other.
<br />12. HOURS OF WORK. Contractor is obligated to perform the Work only
<br />during its regular working hours and has no responsibility to work beyond
<br />such regular hours. All time beyond regular hours which is required by
<br />Customer shall be paid for by Customer in addition to the contract price, at
<br />applicable premium rates of pay.
<br />13. ENTIRE AGREEMENT. This Contract constitutes the entire
<br />agreement between the parties. No representations, statements,
<br />correspondence or discussions between Contractor and Customer or
<br />Customer's Representative shall be a part of this Contract unless
<br />specifically referred to in this Contract.
<br />14. MODIFICATION. No waiver, alteration or modification of the terms
<br />and conditions of this Contract shall be binding unless said waiver,
<br />alteration or modification be in writing and signed by a duly authorized
<br />representative of each party.
<br />Rev 1/11/10
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