This proposal is subject to change without notice and is automatically withdrawn on the 15th day following its date of issue if not accepted in writing and a copy of this proposal returned to Chase Roofing & Contracting Inc. (“Contractor”). If Customer cancels the Agreement prior to the start of work, Customer is liable for 15% of the total Agreement price as liquidated damages, because Contractor is unable to accurately measure its damages for the cancellation of the Agreement. Customer and Contractor agree that this amount is not a penalty. Contractor reserves the right to withdraw this proposal at any time prior to its acceptance or cancel this Agreement prior to work start to be performed in the event the cost to complete the work varies from the initial standard pricing due to a typographical or mathematical error. As used in this Agreement, (a) the word “or” is not exclusive, (b) the word “including” is always without limitation, (c) “days” means calendar days and (c) singular words include plural and vice versa. Contractor shall carry worker’s compensation, automobile liability, commercial general liability and any other insurance required by law.
Customer agrees to provide Contractor with adequate access to electricity and other utilities as needed, the work site, and the work area adjacent to the structure. Contractor is not liable and Customer is solely liable for the grading, slope or construction of the roof deck, the roofing system or appurtenances, or work installed by any person other than Contractor, unless otherwise specified by Contractor in this Agreement. Customer represents to Contractor that all of the existing surfaces are suitable to receive the materials identified in the scope of work. Customer shall provide Contractor with access to deliver and/or remove materials and debris. Prior to the commencement of work, Customer shall provide Contractor with access to the interior of the structure, upon reasonable notice by Contractor, to inspect the premises for stains, ceiling damage and/or structural damage. Contractor shall not be responsible for any preexisting stains, ceiling damage and/or structural damage. Customer shall provide Contractor with all information necessary to prepare the Notice of Commencement. Customer and/or Owner shall hold harmless and indemnify Contractor from all damages, liabilities, attorney’s fees and other expenses incurred as a result of the Customer and/or Customer’s failure to fulfill its obligations under this paragraph.
By signing this Agreement, Customer gives Contractor the right to obtain a credit check on the signatory. Customer shall make payment to Contractor as identified in Exhibit A. If after the work under and pursuant to this Agreement has been substantially completed and full completion of the work is delayed including, but not limited to, delay in completion of the final inspection, through no fault of Contractor, Customer agrees to make payment to Contractor as outlined in this Agreement. Customer agrees to pay interest of 1 1/2 % per month (ANNUAL PERCENTAGE RATE OF 18%), unless otherwise required by law, on the balance of any unpaid amounts. Payments received shall be applied first to interest on all outstanding invoices and then to the principal amount of the oldest outstanding invoices. The total Agreement amount, including the charges for changes/extras outside the scope of work identified herein, shall be payable to Contractor in accordance with the Agreement.
No portion of the agreed upon payment may be withheld, back charged or used as a setoff of the agreed upon payment amount without the written consent of Contractor. Customer acknowledges and agrees that it has an independent obligation to pay Contractor. If Customer does not make payment, Contractor shall be entitled to recover from Customer all costs of collection incurred by Contractor, including attorney’s fees, costs, and expenses incurred whether or not litigation is initiated. Collection matters may be processed through litigation or arbitration at Contractor’s sole discretion. If there is an increase in the actual cost of the labor, materials, fuel charges, or manufacturer’s warranty in excess of 5% subsequent to making this Proposal/Contract, the price set forth in this Proposal/Contract shall be increased without the need for a written change order or amendment to the contract to reflect the price increase and additional direct cost to the Contractor. Contractor will submit written documentation of the increased charges to the Customer. If any line item increases in excess of 10% subsequent to the making of this Agreement, Contractor may cancel this Agreement for its convenience. The failure of Customer to make proper payment to Contractor when due shall entitle Contractor, at its discretion, to suspend all work, shipments and/or warranties until full payment is made or terminate this contract. The contract sum shall be increased by the amount of contractor’s reasonable costs of shut-down delay and start-up. In the event that any specified material or equipment becomes unavailable either temporarily or permanently after the contract is executed, provided that such availability is a result of factors beyond Contractor’s control, then in the event of temporary unavailability, the contract time shall be extended to reflect the duration of time that the Contractor is delayed by the unavailability, and in the case of permanent unavailability, the Contractor shall be excused from providing said material or equipment and allowed to provide an available substitute. To the extent an available substitute is provided by Contractor under this provision, any increase in the cost between the originally specified material or equipment and its substitute shall be paid by the Customer to the Contractor. Due to material shortages, Customer may experience delays related to the inability to timely obtain materials for this project. In the event of such a delay, Contractor shall notify Customer, and Customer agrees to provide Contractor with an extension of time for any delay attributable to the temporary inability to obtain materials. The proposal is based upon the performance of all work during Contractor’s regular working hours, excluding weekends and National holidays. Extra charges will be made for overtime and all work performed other than during Contractor’s regular working hours if required by Customer.
Should the Contractor discover concealed or unknown conditions in the existing structure that vary from those conditions ordinarily encountered and generally recognized as inherent in the work of the character identified in this Agreement, then the Agreement amount shall be equitably adjusted upon notice thereof from the Contractor to the Customer.
Sealed Attic Liability Exclusion.
Contractor shall not be liable for any roof or structural related issue arising out of or relating to combining a sealed attic system with a self-adhered underlayment, and Customer agrees to indemnify and hold harmless Contractor for any and all damages arising out of said condition.
Restrictions And Requirements.
Contractor shall carry worker’s compensation, automobile liability, commercial general liability and any other insurance required by law. In the event that state, county, or municipal codes or regulations require work not expressly set forth in this Agreement or differ materially from that generally recognized as inherent in work of the character provided for in this Agreement, all extra cost for Contractor’s labor and materials shall be the sole obligation of the Customer. If the substrate roof condition results in ponding pursuant to the Florida Building Code and modifications are required to correct the roof so ponding will not occur, Contractor will notify Customer immediately. It shall be the sole obligation of the Customer to determine the existence of and to notify Contractor in writing prior to executing this Agreement of any restrictions contained in deeds, subdivision or neighborhood regulations which might relate to or restrict the improvements under this Agreement. Contractor shall have no liability or responsibility for any such non-conformity with such restrictions/requirements. Contractor shall be entitled to payment from Customer of all sums due hereunder not withstanding any injunction/prohibition against the work as a result of any violation of such restriction/requirement if Customer failed to notify Contractor in writing prior to executing this Agreement.
Customer Protection Of Property
Due to the nature of the construction to be done at Customer’s request, the Customer takes sole responsibility for any damage done to curbs, walkways, driveways, structures, septic tanks, HVAC, utility lines, landscaping, appurtenances, person(s) or real or personal property at the job location. Contractor is not responsible/liable for any hairline cracks, or any cracks, in the ceiling due to the removal and reinstalling of the roof or any damage caused by dust or debris caused by Contractor’s work. Contractor is not liable for damage to person or property caused by nails, and Customer agrees that it will take the appropriate precautions to avoid said damage. Contractor does not warrant against tile slippage with a mortar or foam type tile roof system on any roofs over 4/12 pitch not mechanically fastened. During the course of the roofing work, Customer agrees that Contractor shall not be liable for water intrusion that occurs from the date of commencement of roof repairs, remodeling, or other roofing services through the date of completion of such work. Customer shall be responsible for removing, installing, and re-positioning satellite dish(es), solar panel(s), lightning rod(s), etc. Customer shall be responsible for damage to lighting fixtures, mirrors, pictures, frames, and other such items not customarily permanently affixed, as these items can fall if not firmly attached to the wall or ceiling. Customer shall secure and protect all personal items in advance of construction and shall protect or remove all wall hangings until the work is complete. Contractor shall not be responsible for lost, stolen, or damaged personal items and wall hangings. Unless otherwise specified, there is no specific completion date. However, Contractor will perform the work hereunder within a reasonable time and in a workmanlike manner. The cost for testing/abatement for asbestos is the sole responsibility of the Customer. As part of the roofing process, odors and emissions from roofing products will be released and noise will be generated. Customer shall be responsible for indoor air quality and shall hold Contractor harmless, indemnify and defend Contractor from claims relating to fumes and odors that are emitted during the normal roofing process. If Customer requests Contractor to install permanent safety brackets to the subject roofing system, Customer hereby authorizes Contractor and its subsidiaries, affiliates, employees, agents, suppliers, and subcontractors to have sole access to use the safety brackets during Contractor’s performance of the work. Accordingly, Customer hereby releases, acquits and forever discharges, and shall indemnify and defend Contractor from any and all claims, demands, damages, rights, and causes of action of every kind, nature and description whatsoever, arising out of or by reason of or in any manner connected with the unauthorized use of the safety brackets by the Customer or any third party.
Choice Of Law, Venue And Attorney’s Fees
This Agreement shall be governed by the laws of the State of Florida. Venue of any proceeding arising out of this Agreement shall be Broward County, Florida, unless the parties agree otherwise. The non-prevailing party in any legal or equitable action arising out of or relating to this Agreement including arbitration, administrative, appellate and/or bankruptcy proceedings shall reimburse the prevailing party on demand for all attorney’s fees, costs, and expenses incurred by the prevailing party in connection with the action.
At Contractor’s sole election, if a dispute shall arise between Contractor and Customer with respect to any matters or questions arising out of or relating to this Agreement or the breach thereof, such dispute, other than collection matters, shall be decided by arbitration administered by and in accordance with the Construction Industry Arbitration Rules of the American Arbitration Association. This Agreement to arbitrate shall be specifically enforceable under the prevailing arbitration law. The award rendered by the arbitrators shall be final, and judgment may be entered upon it in any Court having jurisdiction thereof. However, in the event there is litigation over the enforcement of a collection matter or construction lien, the parties KNOWINGLY, VOLUNTARILY, IRREVOCABLY AND INTENTIONALLY WAIVE THE RIGHT TO A TRIAL BY JURY IN RESPECT TO ANY LITIGATION ARISING OUT OF OR PERTAINING TO THE AGREEMENT,NY COURSE OF CONDUCT, COURSE OF DEALINGS, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF ANY PERSON OR PARTY RELATED TO THIS AGREEMENT; THIS IRREVOCABLE WAIVER OF THE RIGHT TO A JURY TRIAL BEING A MATERIAL INDUCEMENT FOR THE PARTIES TO ENTER INTO THIS AGREEMENT.
In no event, whether based on contract, warranty (express or implied), tort, federal or state statute or otherwise arising from or relating to the work and services performed under the Agreement, shall Contractor be liable for special, consequential, or indirect damages, including loss of use or loss of profits. Contractor and Customer agree to allocate certain of the risks so that, to the fullest extent permitted by law, Contractor’s total aggregate liability to Customer is limited to the dollar amount of the Agreement for any and all injuries, damages, claims, expenses or claim expenses including attorneys’ fees arising out of or relating to this Agreement regardless of whether it is based in warranty, tort, contract, strict liability, negligence, errors, omissions, or from any other cause or causes. It is Customer’s duty to notify Contractor in writing within three (3) days of the occurrence of any claim, defect or deficiency arising out of work, services or materials provided by Contractor under this Agreement (“Occurrence”). Failure of the Customer to provide written notice of the Occurrence shall result in the Customer waiving all claims that may be brought against Contractor arising out of or relating to the Occurrence, including claims arising in law, equity, contract, warranty (express or implied), tort or federal or state statutory claims. Contractor shall not be liable for any damage, whether actual or consequential, or claim arising out of or relating to Acts of God, accidents, civil disturbances, epidemics, pandemics, federal, state or local law, regulation or order; jurisdictional disputes, failure or delay of transportation, shortage of or inability to obtain materials, equipment or labor; fires, vandalism, weather conditions, strikes, war or other causes beyond Contractor’s reasonable control, including delays caused by any act or neglect of Customer, by any separate contractor employed by the Customer, or by changes ordered by the Customer in the work. Customer shall obtain prior to construction fire, tornado, flood, builder’s risk and other necessary insurance for this project.
Unless otherwise provided: THERE ARE NO EXPRESS OR IMPLIED WARRANTIES WHATSOEVER INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. All warranties/guarantees provided by Contractor, if any, shall be deemed null and void if Customer fails to strictly adhere to the payment terms contained in the Agreement. All warranties and guarantees if any, provided under the Agreement are solely for the original Customer and are non-transferable, unless otherwise agreed to by Customer and Contractor in writing. Any express warranty provided, if any, by Contractor is the sole and exclusive remedy for alleged construction defects, in lieu of all other remedies, implied or statutory. Warranties to be issued upon completion and full payment of this Agreement. If there is a breach in the applicable Manufacturer’s warranty according to the stated terms and conditions of the warranty supplied, at that moment, this would simultaneously void Contractor’s warranty and all of Contractor’s responsibility and liability to correct, supplement, rectify, fix, etc. any and all issue(s) as a result of the breach in the Manufacturer’s warranty.
Unforeseen Decking Lines.
Installation of a new roof to the deck area of the building requires nails and/or screws to be inserted into the deck area. By code, electrical, telephone and security wiring and air conditioning wiring and lines should not be installed directly beneath the roof deck. If Customer is aware of these or any other such lines, Customer must notify Contractor immediately as the Contractor will not be responsible for the puncture of improperly installed lines or lines within three inches of the roof deck. Customer accepts full responsibility for any repair or replacement that may be necessary.
The Parties agree that the Contractor should be permitted to execute its work without interruption. If Contractor’s work is delayed at any time by any act or neglect of Customer and/or Customer’s representatives, employees, agents, guests, or invitees, or any other contractor employed by the Customer, or by any changes ordered in the work, then Contractor shall be reimbursed or paid for all additional costs or damages incurred as a result. This shall include damages related to lost use of equipment caused by the delay.
If the Customer believes the Contractor to be in breach of this Agreement, Customer shall give Contractor at least seven (7) days written notice and the opportunity to cure or such additional time as is reasonably necessary to cure the alleged breach, before declaring the Contractor in default of this Agreement.
Contractor disclaims all liability for all claims, disputes, rights, losses, damages, causes of action or controversies (“Claims”) pertaining to Mold, including Claims arising out or relating to the detection, removal, disposal, or remediation of Mold, whether those Claims arise in law, equity, contract, warranty, tort, or federal or state statutory claims, and whether those Claims are based on the acts or omissions of Contractor or individuals or entities under Contractor’s control. The Customer is solely liable and responsible for all damages, whether actual or consequential, caused by Mold and incurred by Customer, Contractor or third parties, and agrees to indemnify and hold harmless Contractor from any and all Claims arising out of or relating to Mold. All materials and work shall be furnished in accordance with normal industry tolerances for color, variation, thickness, size, weight, amount, finish, texture and performance standards. Specified quantities are intended to represent an average over the entire roof area. Contractor is not responsible for the actual verification of technical specifications of product manufacturers, i.e., R value, ASTM or UL compliance, but rather the materials used are represented as such by the manufacturer. Metal roofing and especially lengthy flat span sheet metal panels will often exhibit waviness, commonly referred to as “oil-canning.” Oil-canning pertains to aesthetics and not the performance of the panels and is not controlled by the Contractor. Contractor is not responsible for oil-canning or aesthetics. Oil-canning shall not be grounds to withhold payment or reject panels of the type specified. Title to roofing products passes to the Customer when said products are delivered to the job site. In the event of impending high wind conditions, hurricanes, tornados, or other adverse weather conditions, if Contractor is requested to remove/reposition product from/on the job site, Contractor shall use its reasonable efforts (subject to weather conditions, life/safety concerns and manpower/equipment constraints) to comply with the request. Customer agrees to promptly pay Contractor for these extras services. Contractor is not responsible for defective products if Contractor did not know such products were defective prior to the installation of same. As such, Contractor is not responsible for any costs, damages, claims, etc., associated with any remediation of supposed harm caused by a defective product. A defective product shall not be grounds to withhold payment or reject the work performed by Contractor.
Reimbursement for Expenses of a Witness or in Response to a Subpoena.
In the event Contractor receives a subpoena from Customer’s insurer or other third party in any proceeding which Contractor is not a party, Customer agrees to reimburse Contractor at a rate of $125.00 per hour for administrative personnel and $350.00 per hour for management personnel for all time allocated to and all costs incurred in connection therewith including, without limitation, preparing the response to the subpoena, attending depositions, and/or providing testimony at any proceeding.
Punch List Items.
Contractor shall notify Customer when the Project reaches substantial completion. Customer shall be entitled to conduct a single, final walkthrough with Contractor and issue a punch-list for any repairs or corrections necessary to complete the work in accordance with the Contract Documents (“Punch List Items”). Contractor shall provide a list and expected completion date for any Punch List Items if such work shall require more than 7 days to complete. Any items identified within the punch-list that consist of additional work or work beyond the scope of an agreed upon change order shall be treated as a change order. The Parties agree that any work requested after the creation of the punch-list is either a change order or warranty claim. Upon Contractor’s communication to Customer that work is complete except for identified Punch List Items, Customer shall pay Contractor all but 5% of the contract price pending the completion of the identified Punch List Items. The remaining 5% owed shall be paid within twenty-four (24) hours of receiving notice that all Punch List Items are complete. If Customer believes that the Punch List Items are not all completed, such communication must be made to Contractor within twenty-four (24) hours of receiving notice that all Punch List Items are complete, and the Contractor must be provided with access to inspect the claimed non-completed Punch List Items within three (3) days of Customer’s notice to Contractor of said belief or else such claims will be deemed waived by Customer.
Construction And Interpretation
Each provision of the Agreement shall be construed as if both parties mutually drafted this Agreement. If a provision of this Agreement (or the application of it) is held by a court or arbitrator to be invalid or unenforceable, that provision will be deemed separable from the remaining provisions of the Agreement, will be reformed/enforced to the extent that it is valid and enforceable, and will not affect the validity or interpretation of the other provisions or the application of that provision to a person or circumstance to which it is valid and enforceable. Headings are for convenience only and do not affect interpretation. This Agreement records the entire agreement of the parties and supersedes any previous or contemporaneous agreement, understanding, or representation, oral or written, by the parties. All documents/exhibits referred to in this Agreement are an integral part of the Agreement and are incorporated by reference. This Agreement incorporates the documents entitled “Proposal/Contract,” Exhibit “A” (if any), “Statutory Warnings” and “Limited Workmanship Warranty” to the extent applicable. Customer acknowledges that it has read/agreed to all incorporated documents and exhibits. Customer represents that it has read and fully understood the Contract Documents, or has had an opportunity to consult with counsel, prior to executing this Agreement. In the event of a conflict between this Agreement and any other Contract Document, these terms and conditions shall govern.