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<br />General Terms and Conditions
<br />These terms shall supersede any different terms stated in any other documents that have been or may hereafter be issued or executed for the above Project or Work.
<br />Customer's acceptance of this Proposal may occur by signature below, or by any act or expression manifesting Customer's intention to proceed hereunder, including but
<br />not limited to Customer's approval, directive or authorization for us to commence Work. We shall not be bound by any additional or different terms stated by Customer
<br />in any prior or future expression concerning the Project, or by any modifications or additions to terms stated herein, unless separately agreed to by us in writing.
<br />1. Customer shall (a) not cause, create or allow others to cause or create any conflict, delay or hindrance in our performance of Work; (b) provide and expedite
<br />responses to submittals and inquiries, and provide sufficient and timely information, permits and approvals; (c) assure access to and make all provisions for our
<br />entry upon lands, including easements and rights of way; (d) assure and guarantee that products of our Work remain free of damage, deterioration or other adverse
<br />or detrimental conditions due to deficiencies or inadequacies in design, inspections or other work undertaken by or for Customer or others; (e) take such other action
<br />and manage the Project in other respects to enable us to perform Work in an uninterrupted, expedited and single -shift operation; and (f) indemnify us and hold us
<br />harmless as to any losses, costs and damages arising from third parry claims and caused in whole or part by the Customer or others for whose acts Customer is
<br />responsible.
<br />2. We shall not be held responsible for or otherwise become obligated with respect to any of the following:
<br />a) Conforming to any original or updated scheduling that is has not been expressly approved by us beforehand in writing;
<br />b) Delays, hindrances or other adverse and unavoidable conditions and circumstances (including adverse weather) not exclusively caused by us and within our
<br />control, or which render our performance impossible, impracticable or unduly burdensome or costly;
<br />c) Damages to or conflicts with utilities or other physical structures or conditions (or the removal or relocation thereof), the existence or location of which were
<br />omitted or misstated by plans, surveys, reports, markings or other information relied upon by us in the course of planning or executing Work;
<br />d) Providing any services, labor, materials or equipment that is not specifically included in the description of Work contained in this Proposal or duly signed
<br />change order or other written modification of these terms; provided, we may elect to perform additional or extra work or services pursuant to any request or
<br />directive from Customer without mutual written agreement specifying the basis for payment for same, and in such case we will be compensated based on our
<br />standard rates and charges in effect when such work or services are rendered, and we shall also be entitled to an appropriate scheduling extension if and as
<br />needed.
<br />e) Errors, inconsistencies or deviations shown by or inherent in plans, drawings, surveys or other information furnished to us by Customer or others and relied
<br />upon by us in performance of the Work;
<br />f) Utilizing means, methods, techniques or procedures which would result in added costs, delays, inefficiencies or other unplanned adverse impacts upon our
<br />Work;
<br />g) Performing any Work in an area affected by asbestos, polychlorinated biphenyl (PCB) or other hazardous material or toxic condition or substance (as those
<br />terms are defined by law or common trade practices) which has not been rendered harmless;
<br />h) Damage to or deterioration or diminished performance characteristics of our Work or other property resulting from any cause or condition beyond our exclusive
<br />and direct control, including, but not limited to those caused by (i) failures, discrepancies, deficiencies or other inadequacies in construction performed or
<br />undertaken by Customer or others, whether or not the existence of such failure or inadequacy was known or discoverable by us at or prior to the time our Work
<br />was undertaken by us, and (ii) deferral or postponement of any part of the Work due to weather or seasonal conditions, or for Customer's convenience.
<br />i) Any special, incidental, consequential or liquidated damages.
<br />3. If we encounter any condition or circumstance in performing Work that differs materially from that described herein or indicated in applicable plans or specifications
<br />or other Project information that has been provided to us as of this date, or is not of the type generally encountered in performing the type and nature of Work
<br />described herein, then we shall be entitled to an equitable adjustment in price and/or allotted time for performance of the Work. If Work is delayed or accelerated
<br />for any reason beyond our control, compensation shall be equitably adjusted and time for performance shall be extended to account for such delay or acceleration.
<br />4. Subject to conditions and limitations stated elsewhere in this Proposal, our Work will be of good quality in accordance with generally accepted trade standards and
<br />free from material defects not inherent in the quality specified or permitted to be performed or installed. Such warranty excludes any remedy for damage or defect
<br />caused by or resulting from abuse, modifications not executed by Subcontractor, errors or deficiencies inherent in the selection of products, methods or procedures
<br />specified or permitted by the Subcontract Documents, improper or insufficient maintenance, improper operations, or normal wear and tear under normal usage, or
<br />inadequacies caused or aggravated by deficient work or inspections performed by others. This warranty shall be in force for a limited period of one (1) year following
<br />the last day when significant construction activities for the affected Work were last performed by us, or one (1) year after substantial completion of the entire Work,
<br />whichever occurs first. This warranty shall be in lieu of any other express or implied warranty in respect of the Work. No claim arising from any actual or alleged
<br />defects or deficiencies in our Work shall be valid unless (i) we substantially neglect or refuse to address the circumstance(s) giving rise thereto within fourteen (14)
<br />days after receipt of written notice from Customer describing the defect or deficiency and requesting correction of same, and (ii) expiration of seven days (7)
<br />following our receipt of an additional written notice from Customer stating the claim or other action intended to be taken by Customer. Failure of Contractor or any
<br />other party to give such notices to us shall conclusively be deemed a release and waiver of any claim in respect of any actual or alleged defect, deficiency or other
<br />inadequacy in our Work.
<br />5. Except as otherwise specifically provided herein, Customer shall make payments for Work based upon monthly invoices for Work rendered and within thirty (30)
<br />days following receipt of invoice. Failure to provide written notice objecting to any invoiced charges within ten (10) days following receipt of invoice shall be
<br />deemed an acceptance and approval of same. No retainage shall be withheld from any interim or final payment. Past due payments shall bear interest at the rate of
<br />two percent (2%) per month. Customer's obligation to make payment shall not be conditioned upon Customer's receipt of payment from any third party.
<br />6. We may cease performing work and terminate further contractual obligations concerning our Work upon (i) any substantial failure of the Customer to perform in
<br />accordance with the terms hereof, and/or (ii) nonpayment of amounts remaining unpaid for 10 days or longer after such amounts first become due, and/or (iii)
<br />Customer's bankruptcy or actual or threatened insolvency. In such case, we shall be entitled to payment for all Work executed and for all loss and damages pertaining
<br />to Work remaining to be performed, including reasonable allowances for overhead and profit.
<br />7. Any controversy or claim arising out of or related to this Proposal or rendering of Work shall, at our sole discretion, be settled by arbitration conducted in accordance
<br />with the Construction Industry Arbitration Rules of the American Arbitration Association currently in effect. Such arbitration, if implemented, shall not impair any
<br />mechanics' lien or bond claim rights or similar remedies. We shall not be bound by any award, judgment or other form of decision or adjudication in connection
<br />with any claim or dispute in any proceeding in which we are not lawfully joined as a party.
<br />8. In any action, claim or defense asserted by us to enforce any obligation of Customer hereunder, including but not limited to payment obligation(s), we shall be
<br />entitled to recover attorney fees and other expenses of arbitration or litigation.
<br />Milestone — Proposal / Contract - Revised 04-26-2022
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