SUPERSTRUCTURES’ Terms and Conditions for Contractor Services
AGREEMENT: Any written agreement (e.g. SUPERSTRUCTURES’ Purchase Order, or SUPERSTRUCTURES’ Form of Proposal for Contractor Services) adopting these terms and conditions is hereinafter referred to as the “Agreement.”
THE WORK: The term "Work" means the materials, equipment, and services required by the Agreement, which includes the Related Documents. The Contractor shall fully execute the Work described in the Agreement. Unless otherwise provided in the Agreement, the Contractor shall provide and pay for labor, materials, equipment, tools, construction equipment and machinery, water, heat, utilities, transportation, and other facilities and services necessary for proper execution and completion of the Work whether temporary or permanent and whether or not incorporated or to be incorporated in the Work. In the event of conflict between or among parts of the Agreement, the more expensive way of doing the Work, the better quality or greater quantity of material shall govern. Refer all such conflicts to the Architect for a decision before proceeding.
SUPERVISION AND CONSTRUCTION PROCEDURES: The Contractor shall be solely responsible for and have control over all construction means, methods, techniques, sequences and procedures, and for coordinating all portions of the Work under the Agreement. The Contractor shall supervise and direct the Work, using the Contractor's best skill and attention, and shall enforce strict discipline and good order among the persons carrying out the Work.
LABOR: The Contractor shall be responsible to satisfy any and all labor requirements, wages, and supplements (e.g., fringe benefits) in agreement with labor unions having jurisdiction in the locality where the Work is performed. On projects for government agencies, the Contractor must pay the prevailing wage rate and supplements (e.g., fringe benefits) to all workers as set for the locality where the work is performed.
MATERIALS: The Contractor shall deliver, handle, store and install materials in accordance with manufacturers' instructions.
WARRANTY: The Contractor warrants that materials and equipment furnished under the Agreement will be of good quality and new, and will be free from defects, and that the Work will conform to the requirements of the Agreement. Work not conforming to these requirements, including substitutions not properly approved and authorized, may be considered defective. If, within five years after the date of Completion of the Work, any of the Work is found to be not in accordance with the requirements of the Agreement, the Contractor shall promptly correct it.
TAXES: The Contractor shall pay all applicable sales, consumer, use and other taxes which are legally enacted at the date of the Agreement.
PERMITS, FEES AND NOTICES: Unless otherwise provided in the Agreement, the Contractor shall secure and pay for any and all building permits and other permits, governmental fees, licenses and inspections necessary for proper execution and completion of the Work. The Contractor shall comply with and give notices required by laws, ordinances, rules, regulations and lawful orders of public authorities applicable to performance of the Work. The Contractor shall promptly notify the Architect if the Drawings and Specifications are observed by the Contractor to be at variance therewith. If the Contractor performs Work knowing it to be contrary to laws, statutes, ordinances, building codes, and rules and regulations without such notice to the Architect, the Contractor shall assume appropriate responsibility for such Work and shall bear the costs attributable to correction.
USE OF SITE AND ACCESS TO WORK: The Contractor shall confine operations at the site to areas permitted by law, ordinances, permits, and acceptable to Owner and Owner Representative, and shall not unreasonably encumber the site with materials or equipment. The Contractor shall provide the Owner, Owner Representative, and Architect access to the Work in preparation and progress wherever located.
CUTTING, PATCHING AND REPAIRING: The Contractor shall be responsible for cutting, fitting or patching required to complete the Work or to make its parts fit together properly. Existing facilities, streets, curbs, walks, trees, and other structures damaged or removed by the Contractor shall be repaired or replaced by the Contractor to the satisfaction of the Architect, and authorities having jurisdiction. In the event local jurisdictional authorities require such repair be accomplished with their own labor and materials, the Contractor shall bear the expense of such work.
CLEANING UP: The Contractor shall keep the premises and surrounding area free from accumulation of waste materials or rubbish caused by operations under the Agreement. At completion of the Work, the Contractor shall remove from and about the Project waste materials, rubbish, the Contractor's tools, construction equipment, machinery and surplus material.
INDEMNIFICATION: The Owner, Owner Representative, and Architect, including their members, officers, agents, employees, and representatives shall not be responsible for the Work or the safety of persons and/or property in the vicinity of the Work. To the fullest extent permitted by law, the Contractor shall hold harmless, defend, and indemnify the Owner, Owner Representative, and Architect, including their members, officers, agents, employees, and representatives from any and all liabilities, claims, demands, and/or suits arising out of the negligence, in whole or in part, or alleged negligence, in whole or in part, of the Contractor, its officers, agents, employees, or Subcontractors retained by the Contractor on this project. The Contractor shall cause all Subcontractors to indemnify the Owner, Owner Representative, and Architect, including their members, officers, agents, employees, and representatives to this same extent. From the initiation of any claims, demands or suits, arising out of or relating to the Work, the Contractor shall have the obligation to defend the Owner, Owner Representative, and Architect, including their members, officers, agents, employees, and representatives, and pay all costs including reasonable attorneys' fees and expenses associated with the defense of such claims, demands or suits, and the Owner, Owner Representative, and Architect shall each have the right to select counsel of their choosing.
ARCHITECT'S ADMINISTRATION OF THE AGREEMENT: The Architect will have authority to inspect the Work, and reject Work that does not conform to the Agreement. The Architect's decisions on matters relating to aesthetic effect will be final.
CLAIMS AND DISPUTES: Claims, disputes and other matters in question arising out of or relating to the Agreement that are not resolved, shall be decided by arbitration which, unless the parties mutually agree otherwise, shall be in accordance with the Construction Industry Arbitration Rules of the American Arbitration Association currently in effect. The award rendered by the arbitrator or arbitrators shall be final.
SUBCONTRACTORS: Any Subcontractor hired or contracted by the Contractor to carry out any portion of the Work on this project, shall be required by the Contractor to be bound in writing to the terms and conditions of the Agreement, prior to performing any Work.
CORRECTION OF WORK: The Contractor shall promptly correct Work rejected by the Architect; or failing to conform to the requirements of the Agreement, whether or not fabricated, installed or completed. Costs of correcting such rejected Work, including additional testing and inspections and compensation for the Architect's services and expenses made necessary thereby, shall be at the Contractor's expense. If the Contractor fails to correct nonconforming Work within a reasonable time, the Owner Representative may seek remedy as accommodated by the Agreement.
CHANGES IN THE WORK: The Owner Representative, without invalidating the Agreement, may order changes in the Work within the general scope of the Agreement consisting of additions, deletions, or other revisions; the Agreement Amount being adjusted accordingly. Prior to commencing any such changes in the Work, the Contractor must receive a written Amendment to Agreement, issued by the Owner Representative, indicating and authorizing the specific changes. Commencement of changes in the Work by the Contractor shall be a representation that the Contractor accepts and agrees to the terms, conditions, and requirements of the Amendment, otherwise, the Contractor shall bring any concerns to the Owner Representative's attention upon receipt of the Amendment.
TIME: Time is of the essence. Contractor shall diligently ensure that time limits stated in the Agreement are met.
PROTECTION OF PERSONS AND PROPERTY: The Contractor shall give notices and comply with applicable laws, ordinances, rules, regulations and lawful orders of public authorities bearing on safety of persons and property and their protection from damage, injury or loss. The Contractor shall comply with all terms and provisions of the Federal Occupational Safety and Health Act of 1970, and all amendments, and any rules and regulations pursuant to the Act. The Contractor shall comply with all terms and provisions of the Construction Safety Code of the State Department of Labor and those of the AGCA Manual. The Contractor shall be responsible for initiating, maintaining and supervising all safety precautions and programs in connection with the performance of the Work. The Contractor shall take reasonable precautions for safety of, and shall provide reasonable protection to prevent damage, injury or loss to: 1) employees on the Work and other persons who may be affected thereby; 2) the Work and materials and equipment to be incorporated therein; and 3) pedestrians, vehicles and other property at the site, adjacent to site, or otherwise in the vicinity of the Work.
HAZARDOUS MATERIALS: If reasonable precautions will be inadequate to prevent foreseeable bodily injury or death to persons resulting from a material or substance, including but not limited to asbestos or polychlorinated biphenyl (PCB), encountered on the site by the Contractor, the Contractor shall, upon recognizing the condition, immediately stop Work in the affected area and report the condition to the Owner Representative in writing. When the material or substance has been rendered harmless, Work in the affected area shall resume upon written agreement of the Owner Representative and Contractor.
INSURANCE: Prior to commencing Work on the project, the Contractor shall obtain and thereafter maintain insurance coverage for the protection of the Owner, Owner Representative, and Architect. The Contractor’s insurance carrier shall operate on an admitted basis in the State in which the project is located. The Owner, Owner Representative, and Architect, and other parties required by the Agreement, shall be named as additional insureds on the Contractor's insurance policies. Each policy shall contain a provision that the policy will not be canceled or allowed to expire until at least 30 days' prior written notice has been given to the Owner Representative. The Contractor's coverage shall include each of the following types and limits: Workers' Compensation with statutory limits; Employer's Liability with statutory limits; General Liability with limits of $1,000,000 for each occurrence and $2,000,000 general aggregate, $50,000 for Fire Damage, $5,000 for Medical Expenses, $1,000,000 for Personal and Adv. Injury, and $1,000,000 for Products and Completed Operations; Automobile Liability with a single combined limit of $1,000,000; and Excess Umbrella coverage with a limit of $4,000,000. The Contractor shall furnish Certificates of Insurance to the Owner Representative specifically evidencing the coverage required herein. The Contractor shall furnish to the Owner Representative copies of any endorsements that are subsequently issued, amending coverage or limits.
TERMINATION BY THE CONTRACTOR: If, through no fault of the Contractor, the Owner Representative fails to make payment in accordance with the Payment terms in the Agreement, the Contractor may, upon seven additional days written notice to the Owner Representative, terminate the Agreement and recover from the Owner Representative payment for Work executed.
TERMINATION BY THE OWNER REPRESENTATIVE: The Owner Representative may terminate the Agreement, if the Owner terminates the agreement with the Owner Representative for any reason. In such case, the amount to be paid on account to the Contractor shall not exceed the corresponding amount paid by the Owner. The Owner Representative may also terminate the Agreement, if the Contractor: 1) persistently or repeatedly refuses or fails to supply enough properly skilled workers or proper materials; 2) fails to make payment to Subcontractors for materials or labor in accordance with the respective agreements between the Contractor and the Subcontractors; 3) persistently disregards laws, ordinances, or rules, regulations or orders of a public authority having jurisdiction; or 4) otherwise is guilty of substantial breach of a provision of the Agreement. When any of the above reasons exists, the Owner Representative may, without prejudice to any other remedy the Owner Representative may have and after giving the Contractor seven days' written notice, terminate the Agreement and take possession of the site and of all materials, equipment, tools, and construction equipment and machinery thereon owned by the Contractor and may finish the Work by whatever reasonable method the Owner Representative may deem expedient. In such case, Contractor shall reimburse Owner Representative, on demand, for the costs and expenses of completing the Work, and shall not be entitled to receive further payment until completion of the Work.
AUTHORIZATION: The Owner Representative's authorization of the Work is represented solely by the Agreement, which supersedes prior negotiations, representations or agreements, either written or oral. Authorization and payment of the Agreement is subject to all of the terms and conditions herein.
SUPERSTRUCTURES’ Terms and Conditions for Contractor Services (rev. 04/14/22)