Terms & Conditions

 Exhibit A – North Shore Brickwork & Windows, Inc. Standard Contract Terms and Conditions

General – Detailed descriptions of installation methods and materials to be installed on for the scope of work identified above are available on request. All equipment required to perform the Work will be erected and maintained during the course of performance. Owner to provide access to needed utility connections. Work areas will be broom swept to remove accumulations of our debris, which will be removed on a regular basis. All Work shall be performed in a good and workmanlike manner by persons skilled in their trades. Contract Insurance – North Shore Brickwork & Windows, Inc. shall provide Workers Compensation, Comprehensive General Liability, Excess Liability, Automobile Liability and Installation Floater insurance as per the attached schedule. Owner and Owner’s Agent agree to bear the premium cost for any additional insurance coverage required by Owner and Owner’s Agent that is (a) in excess of current policy limits shown below, (b) alters or expands coverages and/or (c) is in addition to the insurance policies currently maintained by North Shore Brickwork & Windows, Inc..

A. North Shore Brickwork & Windows, Inc. shall maintain during the life of this agreement the following insurance and minimum limits of liability:

B. Builder’s Risk – North Shore Brickwork & Windows, Inc. maintains the Installation Floater coverage shown above to protect its work during the course of the project. On Projects for which the contract amount is in excess of $250,000, Owner shall purchase and maintain property insurance written on a builders risk “all risk” format in an amount not less than the Contract price. North Shore Brickwork & Windows, Inc.’s maximum liability for any deductible under any all risk policy obtained by Owner shall not exceed $10,000 for any one occurrence. Alternatively, Owner can request that North Shore Brickwork & Windows, Inc. obtain such insurance, the cost of which shall be added to the contract price. In no event shall North Shore Brickwork & Windows, Inc. have any liability for any business interruption, loss of use or consequential damages for any loss or claim arising out of the work performed under this agreement.

Waiver of Subrogation – The Owner and North Shore Brickwork & Windows, Inc. waive all rights against (1) each other and any of their subcontractors, sub-subcontractors, agents and employees, each of the other, and (2) the Architect, Architect’s consultants, separate contractors, and any of their subcontractors, sub –subcontractors, agents and employees, Including the right of subrogation on any Worker’s Compensation, General Liability, Auto Liability, Property Insurance and Excess Insurance policies except such rights as they have to proceeds of such insurance held by the owner as fiduciary A waiver of subrogation shall be effective as to a person or entity even though that person or entity would otherwise have a legal liability for said loss, a duty of indemnification, contractual or otherwise, didn’t have an insurable interest in the property damaged or did not pay the insurance premium directly or indirectly.

Indemnity – To the fullest extent permitted by law, North Shore Brickwork & Windows, Inc. and Owner agree to indemnify, keep and save harmless the other from and against claims, damages and losses arising out of or resulting from performance of the Work, provided that such claim, damage or loss is 1) attributable to bodily injury, sickness, disease or death or 2) to injury or destruction of tangible property (other than the Work itself), but only to the extent caused by their respective negligent acts, errors or omissions (or by anyone directly or indirectly is employed by them or anyone for whose acts they may be liable) and limited to the available liability insurance covering this contractual risk.

Limitation of Liability – The North Shore Brickwork & Windows, Inc.’s liability to the Owner on any claim or dispute shall be no greater than the limits of its insurance coverage as set out in the attached schedule (excluding claims or disputes on the warranty obligation below, which limits liability to the dollar value of this Agreement).

Warranties – Owner acknowledges that this contract is for a partial repair of an integrated façade system and was performed at the Owner’s direction. North Shore Brickwork & Windows, Inc. warrants that all workmanship and all materials employed in the Work shall be free of defects for a period of one year from the date of substantial completion of the Work. North Shore Brickwork & Windows, Inc.’s warranty does not extend to defects or damage caused by: (1) normal wear and tear during normal usage, (2) use for a purpose for which the Project was not intended, (3) improper or insufficient maintenance, (4) modifications to the Work performed by the Owner or Others and/or (5) abuse. If any defects in the work are found within the warranty period, Owner will notify North Shore Brickwork & Windows, Inc. in writing andNorth Shore Brickwork & Windows, Inc. will investigate and determine if the defect is covered by this warranty. Any defect covered under this warranty will be corrected by North Shore Brickwork & Windows, Inc.within a reasonable time following such determination. Owner agrees that the North Shore Brickwork & Windows, Inc.’s liability for breach of this warranty shall not exceed dollar amount of its contract with Owner. North Shore Brickwork & Windows, Inc. expressly disclaims and Owner waives any other warranty, express or implied at law, and extends this warranty in lieu of any and all warranties which may otherwise exist or are implied in fact or law, including those of Merchantability and Fitness for a Particular Purpose. IN ADDITION TO THE FOREGOING, NORTH SHORE BRICKWORK & WINDOWS, INC. DISCLAIMS AND DISAVOWS ANY AND ALL RESPONSIBILITY OR LIABILITY FOR ANY MOLD CONDITION OR FORMATION, REMEDIATION THEREOF OR CONSEQUENTIAL DAMAGE ASSOCIATED WITH SUCH MOLD CONDITION OR FORMATION OF ANY KIND WHETHER DISCOVERED PRIOR TO OR FOLLOWING THE DATE OF SUBSTANTIAL COMPLETION.

Safety – North Shore Brickwork & Windows, Inc. will have overall responsibility for safety precautions and programs in the performance of its work. North Shore Brickwork & Windows, Inc. will seek to avoid injury, loss or damage to persons or property at the worksite, materials and equipment stored at on-sight or off-site locations for use in the Work; and property located at the worksite and adjacent to work areas, whether or not the property is part of the Work.

Repair is Not Design – North Shore Brickwork & Windows, Inc. does not and is not providing professional design services. This contract is limited to providing repairs of the existing integrated façade system identified by Owner. Owner agrees all repairs shall utilize materials similar to those existing. Should the services of a licensed design professional be desired or required Owner shall secure the same under a separate contract.

Concealed or Unknown Worksite Conditions – Owner must inform North Shore Brickwork & Windows, Inc. of any known latent conditions that would materially change the Scope of Work. Owner also recognizes that apart from known conditions, that concealed or unknown worksite conditions may exist which cannot be detected by the visual inspection prior to establishing the Scope of Work. If (a) subsurface or other physical conditions are found, which are materially different than those indicated in the Scope of Work, or (b) unusual or unknown physical conditions are encountered at the worksite, North Shore Brickwork & Windows, Inc. will stop work and provide Owner with prompt written notice of the condition(s). Any such condition(s) will be the basis for the issuance of Change Order to the Work.

Hazardous Materials – Owner will make known any hazardous conditions at the worksite. To the extent these precautions are inadequate to prevent foreseeable bodily injury or death to persons resulting from such hazardous materials, including asbestos or polychlorinated biphenyl (PCB) which are encountered by North Shore Brickwork & Windows, Inc., it shall upon encountering said condition(s), stop work and report the conditions to the Owner in writing. The Owner shall investigate site for the presence of hazardous materials. The Owner shall also be responsible for the remediation of any area which poses a potentially hazardous condition at its sole cost and expense. In the event hazardous materials are encountered, Owner may either terminate this Contract or request that the North Shore Brickwork & Windows, Inc. suspend Work, which request shall be the subject of a written Change Order. Any suspension of Work shall require Owner to pay North Shore Brickwork & Windows, Inc. any and all demobilization and remobilization costs thereby incurred. To the fullest extent permitted by law, Owner shall indemnify, keep and save North Shore Brickwork & Windows, Inc. harmless from and against any claims made by employees and/or third parties arising out of performance of the Work in the affected area.

Assignments – Neither the Owner nor North Shore Brickwork & Windows, Inc. shall assign this agreement without the written consent of the other except as to the assignment of the proceeds. The terms and conditions of this agreement are binding upon both parties, their partners, successors, assigns and legal representatives. If either party attempts to make such an assignment without securing the written consent of the other, that party shall, nevertheless, remain legally responsible for all obligations under this agreement.

Contractor’s Rights of Collection of Overdue Payments – In the event Contractor is compelled to enforce Contractor’s rights to payment under this Contract, then Owner shall in addition to interest be responsible to reimburse Contractor its expenses of collection of any monies due to the Contractor from the Owner, including but not limited to Contractor’s expenses of filing, recording, perfection and foreclosure of any Mechanics Lien and any and all expenses incidental to any cause of action seeking collection of any sums owed by Owner to Contractor arising out of or relating to this Agreement including Contractor’s reasonable attorney’s fees incurred thereby

Proof of Funding – Proof of funding will be provided by the Owner, at the request ofNorth Shore Brickwork & Windows, Inc. prior to the start of the work. Such proof may be in the form of an irrevocable letter of credit, acceptable to North Shore Brickwork & Windows, Inc. 

Authorization – Owner and/or agent of Owner of the address of the worksite for which the Work identified in this proposal is to be performed hereby acknowledges that the party signing this agreement is authorized to sign and enter into contracts on behalf of the Owner.

No Third Party Beneficiaries – Nothing contained in this Agreement shall create a contractual relationship with or a cause of action in favor of a third party against either Owner or North Shore Brickwork & Windows, Inc.

Accrual of Causes of Action – Causes of action between the parties to this Agreement pertaining to acts or failures to act shall be deemed to have accrued and the applicable statutes of limitations shall commence to run not later than either the date of Substantial Completion for acts or failures to act occurring prior to Substantial Completion or the date of issuance of the final Certificate of Payment for acts or failures to act occurring after Substantial Completion.

Termination – North Shore Brickwork & Windows, Inc. may terminate this Agreement if Work is stopped for a period of 3 consecutive days through no fault of North Shore Brickwork & Windows, Inc. as a result of the issuance of a stop work order by a court or public official having jurisdiction, an act of government, such as a declaration of national emergency ceasing all Work, Owner not making payment(s) on a Certificate for Payment within the time allotted and/or failure of the Owner to provide evidence of financial arrangements to satisfy payment obligations. The Owner may terminate this Agreement if North Shore Brickwork & Windows, Inc. persistently refuses to supply enough skilled workers or proper materials, fails to make payments to Subcontractors in accordance their respective agreements, persistently disregards laws, ordinance, rules, regulations or orders of public authority having jurisdiction and/or is otherwise in substantial breach of this Agreement.

Suspension by Owner – If, following the mobilization of North Shore Brickwork & Windows, Inc.’s equipment, material and labor at the worksite, Owner requests that North Shore Brickwork & Windows, Inc. suspend its performance of the contract, then Owner agrees to compensate North Shore Brickwork & Windows, Inc. for all reasonable equipment, labor and related demobilization and remobilization costs incurred byNorth Shore Brickwork & Windows, Inc. in its accommodation of Owner’s request to suspend work. Any such request shall be confirmed and recorded via a mutually executed Change Order.

Changes to the Work – North Shore Brickwork & Windows, Inc. may request and/or the Owner may order changes in the Work or the timing and sequencing of the Work that impacts the price of the Work and dates of substantial or final completion. All such changes in the Work will be formalized in a written Change Order before such extra, changed or modified work is undertaken. Owner will neither be obligated to accept nor pay for any Work and North Shore Brickwork & Windows, Inc. will not be obligated to perform any Work outside the Scope of Work established in North Shore Brickwork & Windows, Inc.’s Proposal, unless and until both parties execute a written Change Order.

Requested Changes by Contractor – North Shore Brickwork & Windows, Inc. will notify Owner and/or Owner’s representative in writing of a change in Work and prepare a detailed, written estimate of the change to the quantity and/or scope and price of work for review, investigation and acceptance by the Owner and/or Owner’s representative. The Owner and North Shore Brickwork & Windows, Inc. shall negotiate in good faith the adjustments, as applicable to the price of the dates of substantial or final completion. Determination of cost will be by a mutually accepted, lump sum. Since time is of the essence, a period of no more than ten (10) business days shall elapse between the date of notice and either 1) execution of a written Change Order in a mutually agreed amount; or (2) written notice from Owner to North Shore Brickwork & Windows, Inc. to not proceed with said Change Order work.

Interim Directed Changes by Owner – Owner will notify North Shore Brickwork & Windows, Inc. in writing of any directed change to the scope of Work in the original contract. North Shore Brickwork & Windows, Inc. will prepare a detailed, written estimate of the directed changes to the quantity and/or scope and price of the Work for review, investigation and acceptance by the Owner and/or Owner’s representative. The Owner and North Shore Brickwork & Windows, Inc. shall negotiate in good faith to adjust the price of the work and/or the dates of substantial of final completion in consequence of the Owner’s directed change. Determination of cost will be by a mutually accepted, itemized lump sum. Since time is of the essence, a period of no more than ten (10) business days shall elapse between the date of notice and either 1) execution of a written Change Order in a mutual agreed amount; or 2) a written notice from Owner to North Shore Brickwork & Windows, Inc. to not proceed with said Change Order work.

Dispute Resolution – Unless otherwise agreed in writing, North Shore Brickwork & Windows, Inc. shall continue to work and maintain the schedule of the Work during any dispute resolution proceedings. If North Shore Brickwork & Windows, Inc. continues to perform, the Owner shall continue to make payments in accordance with this agreement. If a dispute arises out of or related to this agreement or any alleged breach, the parties agree to abide by the following dispute resolution process:

     1. Owner and North Shore Brickwork & Windows, Inc. shall first attempt to resolve any claims and disputes through direct discussion and meeting of the
        designated representatives of both Owner and North Shore Brickwork & Windows, Inc.

     2. Failure of the parties to reach agreement as identified above shall require the parties to convene an Executive Meeting, to include the project representatives,
         the Architect, if any, senior executives who shall have the authority to settle the dispute and, with notice to each party, legal counsel of the Owner and North
         Shore Brickwork & Windows, Inc., during which the matter shall be discussed and an attempt made in good faith to resolve the dispute. The parties shall meet
         within ten business (10) days of the referral of the dispute to the senior executives.

     3. In the event the dispute is not settled within seven (7) days of the Executive Meeting, then the parties agree to mediate the dispute in accordance with the
         rules governing mediation promulgated by the American Arbitration Association for Construction Industry Disputes. The parties can jointly agree to the
         selection of a mediator. Failing agreement, the American Arbitration Association shall select the mediator from its list of approved Construction Industry
         Dispute mediators.

     4. If the dispute is not settled within seven (7) days from the date of the mediation, then the parties shall litigate the dispute or claim in a court of competent
         jurisdiction, the venue being the State and County where the project is located. The prevailing party in litigation shall recover its reasonably incurred legal fees
         and expenses, reasonable expert or consultant’s fees and any court costs from the non-prevailing party.