ROOFING PROVISIONS AND AGREEMENTS
I. IT IS UNDERSTOOD & AGREED:
1. All work to be completed in a workmanship like manner as specified. Any alternations or deviations from above specifications involving extra cost will be executed only upon written charge orders, and will become an extra charge over and above the estimate. Owner must maintain all necessary insurance coverage.
2. Capital Coating, Inc. reserves the right to substitute with equal or better quality systems and/or materials.
3. Any costs associated with re-mediating inconspicuous (i.e. not obvious upon visual inspection) damages are not included in the proposal, specifications and of contract.
4. All work will be performed on regular shift of a normal work week. Weekend and Holiday rates apply to any work performed other than on a regular day shift of a regular work week. Weekend and holiday work and rates are not included in base price thus will be executed only upon written change orders, and will become an extra charge over and above the estimate.
5. Capital Coating will, in accordance to standard practice, minimize contamination and damage and communicate scheduling of this work to parties during this work. Owner shall agree to release Capital Coating, Inc. from any and all liability of any kind or type for any disruption of service, any contamination and/or damage of any type or kind.
6. Capital Coating is not responsible for the detection, abatement, contamination of any type or kind or disposal of any asbestos or lead related with this project, unless so contracted in writing.
7. Capital Coating makes no determination nor assumes any responsibility or liability for the adhesion or fastening systems of the existing roof surface, and/or residual coating and/or roof systems and roof elements, whether adhered, weighted or mechanically attached.
8. The manufacturer may require adhesion testing and/or moisture scanning for restoration and warranty eligibility. The existing surface, and/or coatings may or may not provide adequate adhesion. Our bid has been prepared under the assumption that the manufacturers products will adhere to existing surface, and/or residual coating; and/or the residual coating will not delaminate from the existing roof type. The performance of work contemplated in our proposal is predicated upon conducting required adhesion testing and/or moisture scanning. If the adhesion testing and/or moisture scanning are not satisfactory, additional preparation may be required including complete removal of the existing surface or coatings, which could impact project costs. Additional preparation will be itemized for your approval.
9. Neither material manufacturer nor Capital Coating, Inc. have control over the function of the structure, therefore cannot control any interior conditions or effects of any type or kind generated by or from the structure and/or systems. All warranties and liability exclude all and any interior and exterior conditions, damages or effects of any type or kind generated by or from the structure and/or systems or substrates.
10. Owner will assist in traffic control to avoid any hazards while project is being retrofitted.
11. Owner is solely responsible and agrees to furnish all protection materials and protect any and all types of interior contents and all structures of building from any and all contamination or damage of any kind or type while project is being retrofitted.
12. Owner is solely responsible for all disposal of all gravel and/or of all waste water derived from surface preparation unless stated otherwise.
13. Capital Coating, Inc. does not practice architecture or engineering, nor is it licensed in those professions. As such it cannot offer services limited to those licenses. This proposal containing design/specifications is provided as a guide specification and is based on criteria provided to Capital Coating. Capital Coating has observed the job site, contract specifications and other documents and shall not be construed in any manner to be the designer of record. If questions arise as to the soundness of a structure or suitability of structure design, the Owner should obtain the opinion said professionals before proceeding to ensure applicable provisions of local, state and national building codes prior to design and installation of any specified systems.
14. Owner acknowledges and agrees that the improvements upon the premises may or may not comply with current and applicable building and related codes. Given the foregoing, Owner understands and agrees that, in the event Owner accepts this proposal for services by Capital Coating, Inc., and as part of any contract or other agreement entered between Owner and Capital Coating, Inc. with respect to such work, Owner shall agree to release Capital Coating, Inc. from any and all liability pertaining in any way to the failure of the improvements to comply with such standard practices, and/or applicable building and/or other related codes and shall indemnify and hold harmless Capital Coating, Inc. of and from any and all losses, damages, costs, charges, fees, expenses and other related amounts arising from or out of any claim, suit, action or other similar demand (or threatened demands) relating in any way to the failure of the improvements to comply with standard practices and/or all current and applicable building and/or other similar codes.
15. Owner agrees Capital Capital has advised owner of alternative design build options. Owner agrees and accepts specifications are design and build per owners request.
16. Building owner is responsible and agrees to maintain the roof in accordance to standard roofing practices and the material manufactures recommendations and requirements.
17. All work will to be performed using open air procedures with PPE.
18. Work on project will be performed following the OSHA standard
II. IT IS UNDERSTOOD & AGREED CAPITAL COATING, INC WILL:
1. Follow OSHA required safety procedures.
2. Protect landscape to the best ability
3. Provide continuous and final cleanup during retrofitting with proper disposal of debris.
4. Haul debris from roof and project for proper disposal.
III. EXCLUSIONS IN THIS PROPOSAL:
1. Capital Coating is not responsible for the detection, abatement, or disposal of any asbestos related with this roofing project.
2. Prevailing labor wage does not apply, nor is it included in pricing of this proposal
3. Work performed weekends or holidays.
4. Repairs except to the extent expressly included within the “scope of work” ” product and installation procedure”
5. Removal and/or work performed of existing substrates expect to the extent expressly included within the “scope of work” ” product and installation procedure”
6. All required and necessary local and/or code permits for proposed projects.
IV. IT IS UNDERSTOOD & AGREED OWNER WILL:
1. Provide sufficient area for project equipment and materials staging.
2. Provide sufficient and all necessary water for cleaning and/or power washing
3. Provide sufficient and all necessary electric.
4. Provide proper disposal for all wastewater used to perform cleaning surfaces.
5. Assist in personnel, vehicular and equipment traffic control to eliminate potential hazards.
6. Protect all interior structure and contents of building prior and during project/building is being retrofitted
1. Terms and Conditions.
If the proposal is accepted, the customer/owner and Capital Coating shall be bound to the terms and conditions set forth below, notwithstanding any other terms and conditions contained in any other document of the customer/owner. Such terms and conditions shall consist of the Proposal, these General Terms and Conditions, any special terms and conditions incorporated therein, and all other documents incorporated therein to include, without limitation, all pertinent drawings, plans, specifications and addenda thereto. All such documents, if not attached to the proposal, shall be available for inspection by the customer/owner. The Contract Documents are the Proposal, these General Terms and Conditions, the Specifications, any Special Terms and Conditions and any other instrument identified in the Proposal as a Contract Document. The Contract Documents together comprise the agreement (the “Contract”) between Capital Coating and the person (alternatively referred to as the “Owner” and the “Customer”) identified as the Owner in the Proposal.
The terms and conditions of the Contract Documents and any other confidential or proprietary information disclosed herein by one party to the other shall be and remain the confidential information of the disclosing party, and will not be disclosed by the receiving party or its agents, subcontractors, servants or employees to any other person, firm or entity, without the prior written approval of the disclosing party. The existence of the business relationship between parties, as well as the terms and conditions of the proposal transactions, shall be considered confidential information of both parties and shall not be disclosed by either party (or its agents, Subcontractors, servants or employees) to any other person, firm or entity without prior written approval of the other party.
3. Notice of Scope of Work.
Owner warrants that: (a) Owner has had an opportunity to review and inspect all pertinent contract documents, including but not limited to the drawings, specifications and plans and all addenda thereto, (b) Owner has paid attention to possible ambiguities, defects, errors and omissions (“Defects”), if any, in the work description, specifications, drawings, plans and all addenda thereto, (c) Owner agrees to give notice to Capital Coating of such Defects as soon as they are discovered, and (d) Owner further agrees that Owner shall be responsible for any costs, claims, damages, actions and the like related to or arising out of any such ambiguities, defects, errors and omissions regarding which Owner has not given such notice, whether Owner actually discovered them or reasonably should have discovered them.
4. Scope of Work.
The Work (the “Work”) consists of the labor and materials to be furnished and the work to be done by Capital Coating as described and/or depicted in the Contract Documents.
In exchange for Capital Coating’s good faith performance and completion of the Work in accordance with Contract Documents, the Owner shall timely pay the amount set forth in the Proposal. Payment shall be made in accordance with the Contract Documents. Owner shall not be liable for costs or expenses not set forth in the Proposal unless per-approved in writing by Owner
6. Late Payments.
No partial payment to Capital Coating shall operate as a waiver of the full amount due or any remedies available to Capital Coating under this Contract, law or equity. In the event of a dispute between the parties, Capital Coating may, in addition to its other remedies, retain any paid amount in dispute until such dispute is finally settled and may suspend performing the Work.
7. Project; Cooperation.
If the Work is a portion of a larger undertaking by Owner (the “Project”), Owner shall coordinate with other contractors employed on the Project and take all measures necessary to ensure cooperation by such contractors with Capital Coating and shall plan and conduct the Project so as not to interfere with Capital Coatings operations.
Owner may request changes to the Work. No change to the Work will be implemented in the absence of a written change order received by Capital Coating. Owner shall negotiate in good faith to reach an equitable adjustment regarding any change order. In the event that Owner requests a change order prior to the conclusion of, or in the absence of, such negotiations, and Capital Coating continues with the performance of the Work as changed, and if the parties do not agree upon the adjustment, the time for performance and the amount to be paid by Owner shall be equitably adjusted based upon Capital Coating’s increased or decreased costs to carry forth the change, and shall include a profit in proportion to the original Work, all as determined by any court of competent jurisdiction should the parties fail to agree on such adjustment.
Capital Coating warrants and guarantees the Work as set forth in the Warranty documents.
10. Legal Compliance.
Capital Coating shall be entitled to suspend the Work in the event that continuation might violate any governmental requirements applicable to the Work. In the event work is suspended, Coating shall promptly refund Owner any prepaid fees for work not performed.
Capital Coating may declare Owner to be in default under the Contract in the event that the Owner shall: (a) fail to perform in any respect Owner’s obligations under the Contract; (b) become insolvent; (c) have a petition in bankruptcy or for appointment of a receiver filed by or against it; (d) make an assignment for the benefit of creditors; or (e) fail to pay its debts, whether or not for borrowed money, when due.
The remedies of Capital Coating set forth in the Contract are cumulative, not alternative, and are in addition to any other remedies available at law or equity. In addition to any other remedy, in the event of any default by Customer, Capital Coating shall be entitled to do one or more of the following:
(a) Require a complete cure by Owner at the sole expense of Owner;
(b) Terminate the Contract, partially or entirely, and receive damages;
Owner shall reimburse Capital Coating for all its costs and expenses (including reasonable counsel fees) and damages, including both direct and consequential, incurred by Capital Coating by reason of Owner’s default.
Owner shall indemnify and hold harmless Capital Coating and each of its directors, officers, employees and agents from and of all costs (including reasonable counsel fees), claims, demands, actions and causes of action which relate to or arise by reason of any act or omission of Owner (or any of Owner’s directors, officers, employees, agents, successors or business invitees), whether such act or omission is intentional, reckless, negligent or inadvertent, and regardless of any sole or concurring acts, omissions or negligence of Capital Coating.
Capital Coating shall indemnify and hold harmless Owner and each of its directors, officers, employees and agents from and of all costs (including reasonable counsel fees), claims, demands, actions, and causes of action which relate to or arise by reason f any act or omission of Capital Coating (or any of its directors, officers, employees, subcontractors, agents, successors, or business invitees) whether such act or omission is intentional, reckless, negligent or inadvertent. Notwithstanding anything to the contrary provided elsewhere in the Contract Documents, in no event shall a party have any liability for the acts omission or negligence (whether in whole or in part) of the other party (or any of its directors, officers, employees, subcontractors, agents, successors, or business invitees)
15. Nature of Relationship.
For all purposes, including but not limited to purposes relating to the laws and regulations concerning unemployment compensation, Workers’ Compensation, prevailing wage and other labor matters, and with respect to the keeping of records, making of reports and paying taxes and payroll contributions, it is specifically agreed that (a) Capital Coating is an independent Contractor and (b) neither party is the agent of or authorized to make any representations or incur any liabilities on behalf of the other.
No failure to enforce any provision of the Contract shall be construed to be a waiver of any rights which Capital Coatings may have with respect the same or any other provision.
The Contract constitutes the entire agreement between Capital Coating and Owner relating to the Work. The Contract shall not be modified except by a writing signed on behalf of both parties. The Contract Documents are the exclusive agreement between the parties, are a full integration of their agreement, and exclude any other representations, papers, terms and/or conditions Owner may have furnished in any manner to Capital Coating.
The captions at the beginning of each Section are for convenience only and are to be given no weight in construing the provisions of the Contract.
If any portion of the Contract should be deemed by any court of competent jurisdiction to be void, voidable, or unenforceable, the remaining provisions shall nevertheless continue in full force and effect.
20. Order of Precedence.
(a) In the event of any conflict in the Contract Documents, the order of precedence shall be as follows:
(i) General Conditions
(ii) Any Special Terms and Conditions
(b) Nothing in this Section shall be construed to excuse Owner from its duty to inspect all Contract Documents and to bring all ambiguities to the attention of Capital Coating and effect a resolution thereof. The term “Contract Documents” shall be deemed to exclude any Owner furnished terms or conditions inconsistent with Capital Coating drafted terms and conditions. In the event Owner includes in any communication, by submission, attachment, reference or otherwise, documents with terms inconsistent with the terms and conditions of the General Conditions, Special Terms and Conditions and/or Capital Coating drafted portions of the Proposal, such inconsistent terms and conditions shall be deemed void, the remainder of the Owner submission shall be deemed valid, and all such remaining terms and conditions shall be subordinated in precedence to those in the Contract Documents.
21. Title to Work – Objective manifestations of the Work, including by way of illustration and not by way of limitation, drawings, electronic files, photographs, surveys, plans, descriptions, narratives, information, data and the like shall be the sole and exclusive property of Capital Coating until final payment for the Work