1. Acceptance of Contract and Nature of Work. Acceptance of this Contract is expressly limited to the price and the terms and conditions stated in this Proposal, together with any plans, specifications, and exhibits expressly referenced herein. Any additional, different, or inconsistent terms contained in Customer purchase orders, invoices, bills of lading, or other documents are expressly rejected, shall have no force or effect, and are deemed a material alteration. No modification, change, or deviation from these terms shall be effective unless set forth in a written instrument signed by an authorized representative of A.W. Farrell & Son, Inc. (“Contractor”).  Contractor does not provide design, engineering, consulting or architectural services.  If plans, specifications or other design documents have been furnished to Contractor, Customer warrants that they are sufficient and conform to all applicable laws and building codes.
2. Workmanship Warranty. Contractor provides a limited workmanship warranty for one (1) year commencing upon substantial completion of the Work. This warranty covers only defects in workmanship performed directly by Contractor’s employees. This warranty does not cover, to the fullest extent permitted by law: (a) work performed by others or damage caused by others; (b) Acts of God or events beyond Contractor’s control; (c) building, structural, or design deficiencies; (d) normal maintenance obligations of the Owner or Customer; (e) materials supplied, furnished, fabricated, or specified by Customer or others; or (f) damages arising directly or indirectly from Customer‑supplied or third‑party materials. This warranty is void and unenforceable until Contractor has received final payment in full. TO THE FULLEST EXTENT PERMITTED BY LAW, THIS WARRANTY IS THE EXCLUSIVE WARRANTY AND REMEDY. CONTRACTOR DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND SHALL NOT BE LIABLE FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR STRICT LIABILITY DAMAGES.
3. Payment. Contractor shall submit progress invoices as the Work proceeds. Payment terms are net thirty (30) days. Final payment is due upon substantial completion of the Work and submission of required warranties; completion of punch‑list items shall not be a condition precedent to final payment. Unpaid balances shall accrue interest at one and one‑half percent (1.5%) per month, or the maximum rate permitted by law, whichever is lower. Contractor may suspend or terminate the Work if payment is more than thirty (30) days past due. Customer shall not require partial or final lien waivers as a condition precedent to payment.
4. Communication. Customer shall timely and accurately provide Contractor with all information reasonably necessary to perform the Work, including site conditions, coordination requirements, access restrictions, and scheduling information.
5. Changes to the Work. Any change, deviation, or addition to the Work affecting cost or time shall be performed only pursuant to a written change order executed by both parties. If Customer requests additional or changed work and Contractor performs such work without a fully executed change order, Contractor shall nevertheless be entitled, to the fullest extent permitted by law, to payment equal to either (a) the amount agreed upon by the parties, or (b) the reasonable value of the work performed, including applicable overhead and profit.
6. Timing and Scheduling. Customer shall provide Contractor with reasonable site access and shall cooperate in scheduling the Work. Contractor shall be entitled, to the fullest extent permitted by law, to an equitable adjustment in both time and compensation (including overhead and profit) for delays caused by Customer or those for whom Customer is responsible, including delays arising from lack of access, incomplete or defective information, or late or non‑conforming materials. No adjustment shall be made for delays caused solely by Contractor.
7. Liens. Contractor shall provide partial or final lien waivers only after receiving payment for the applicable portion of the Work. Contractor expressly retains all statutory lien, bond, and payment rights until fully paid, to the fullest extent permitted by law.
8. Indemnification.
   1. Customer. Customer shall defend, indemnify, and hold harmless Contractor and its officers, employees, agents, affiliates, and representatives from and against third‑party claims, damages, liabilities, judgments, and expenses, but only to the extent caused by the negligence, breach, or wrongful acts or omissions of Customer or those for whom Customer is legally responsible. Customer shall not be required to indemnify Contractor for claims caused by Contractor’s own negligence or the negligence of unrelated third parties.
   2. Contractor. Contractor shall indemnify Customer only to the extent caused by Contractor’s negligence or the negligence of those for whom Contractor is legally responsible, to the fullest extent permitted by law.
   3. Defense Costs. Any party required to provide a defense shall be entitled to reimbursement of defense costs in proportion to the other party’s share of fault if it is later determined that the defending party was not responsible.
9. Disclaimer of Liability – Scope and Site Conditions. TO THE FULLEST EXTENT PERMITTED BY LAW, Contractor shall not be liable for: (a) leaks or roof conditions outside Contractor’s expressly defined scope of Work; (b) interior protection, which is the sole responsibility of Customer unless expressly included; (c) dust, debris, disturbance, or water drippage inherent to roofing operations; (d) tenant claims arising from Customer’s failure to provide notice or protection; (e) additional costs or damages arising from utilities, wet insulation, deteriorated decking, or other latent or concealed conditions; or (f) damage to Contractor’s work caused by others, which shall be treated as extra work. Customer shall protect all interior spaces beneath roofing areas. Contractor shall not be responsible for interior damage resulting from failure to do so.  Contractor is not responsible for leakage through the existing roof or other portions of the building that have not yet been reroofed by Contractor.  Contractor is not responsible for condensation, moisture migration from the building interior or moisture intrusion from other building components, location or size of roof drains, adequacy of drainage, ponding on the roof, structural conditions or the properties of the roof deck or substrate on which Contractor’s roofing Work is installed.  Customer agrees to remove or protect property directly below the roof in order to minimize potential interior damage. Customer warrants that structures on which Contractor is to work are in sound condition and capable of withstanding roof construction, equipment and operations. Contractor’s commencement of roof installation indicates only that Contractor has visually inspected the surface of the roof deck for visible defects.  Contractor is not responsible for the structural sufficiency, quality of construction (including compliance with FMG criteria), undulations, fastening or moisture content of the roof deck or other trades’ work or design.  Deck repairs or replacement shall be performed as needed to provide an adequate substrate for the roofing materials. Unforeseen conditions that may affect the Work will be reported to Customer and authorization requested prior to permanent repairs being performed.
10. Asbestos and Hazardous Materials. The Contract Sum is based on the assumption that no asbestos or hazardous materials are present. Contractor shall have no responsibility for costs or damages associated with such materials. If hazardous materials are encountered, Contractor may suspend the Work and shall be entitled to an adjustment in cost and time, documented by change order.  The time period in which Contractor shall perform the Work shall be extended for a period equal to the period during which the Work was suspended, and the Contract Price to be paid Contractor shall be increased by the amount of Contractor’s reasonable costs of shut-down, delay and start-up.
11. Termination for Cause. Contractor may terminate this Contract if (a) Customer fails to pay any amount within sixty (60) days of its due date, or (b) Customer materially breaches this Contract and fails to cure such breach within five (5) days after written notice. Upon termination, Contractor shall be entitled to payment for all Work performed, materials furnished, and all costs incurred, including overhead, profit, and demobilization.
12. Dispute Resolution. All disputes shall first be submitted to mediation pursuant to the AAA Construction Mediation Procedures. If mediation is unsuccessful, disputes shall be resolved by binding arbitration pursuant to the AAA Construction Industry Arbitration Rules in the county where the Project is located, unless the parties mutually agree otherwise.
13. Costs of Collection. Customer shall reimburse Contractor, to the fullest extent permitted by law, for all reasonable attorneys’ fees, expert fees, and collection costs incurred in recovering unpaid amounts, whether or not litigation or arbitration is commenced.
14. Price Volatility. If suppliers increase prices for roofing‑related materials after issuance of this Proposal or Contract, the Contract Sum shall be equitably adjusted to reflect such increases upon Contractor’s submission of supporting documentation.
15. Force Majeure. Contractor shall not be liable for delays or failure to perform caused by events beyond its reasonable control, including labor disputes, epidemics, accidents, war, terrorism, natural disasters, utility failures, or supply‑chain disruptions.  If Contractor is delayed in the commencement or prosecution of the Work for reasons beyond Contractor’s control, Contractor shall be granted reasonable additional time and an equitable adjustment in the Contract Price if additional costs are incurred. If performance remains impracticable for thirty (30) consecutive days, Contractor may terminate this Contract without penalty and shall have no further obligation to complete the Work.  Contractor is not responsible for damage to Contractor’s Work by others, including damage to temporary tie-ins, punctures, cuts and tears in the roof membrane or flashings made by others.  Any repairing of the same by Contractor will be charged as an extra on a time and materials basis, and Contractor’s time for performance shall be extended for a time sufficient to make such repairs.
16. Authority and Reliance. Each party represents that it has full authority to enter into this Contract, has relied on its own judgment and advisors, understands and voluntarily accepts the terms herein, and acknowledges that no oral statements or prior representations modify this written agreement.
17. Backcharges.  No backcharges or claims for payment of services rendered or materials and equipment furnished by Customer to Contractor shall be valid unless previously authorized in writing by Contractor and unless written notice is given to Contractor within five (5) days of the event, act or omission which is the basis of the backcharge.
18. Entire Agreement. This Contract constitutes the entire agreement between the parties and supersedes all prior negotiations or representations. Contractor shall not be bound by any additional or inconsistent terms contained in Customer‑issued documents unless expressly accepted in writing by Contractor.
19. Limitation of Liability. TO THE FULLEST EXTENT PERMITTED BY LAW, Contractor’s total cumulative liability arising out of or related to this Contract or the Work, whether in contract, tort, negligence, strict liability, or otherwise, shall not exceed the total amount actually paid to Contractor under this Contract, regardless of the number of claims or theories asserted. In no event shall Contractor be liable for special, incidental, consequential, exemplary, or punitive damages, including loss of use, loss of profits, or loss of business, even if advised of the possibility of such damages.
20. Severability. If any provision of this Contract is determined to be invalid or unenforceable, such provision shall be modified to the minimum extent necessary to be enforceable or severed, and the remaining provisions shall remain in full force and effect.
21. Governing Law. This Contract shall be governed by and construed in accordance with the laws of the state in which the Project is located, without regard to conflict‑of‑laws principles.
22. Notices. Any notice required or permitted under this Contract shall be in writing and deemed given when (a) personally delivered, (b) sent by a nationally recognized overnight courier, or (c) sent by electronic mail (email) to the last known email address of the receiving party, provided no delivery failure notice is received. Notices shall be deemed received on the date delivered or sent, or the next business day if sent by overnight courier.
23. No Waiver. Failure of either party to enforce any provision of this Contract shall not constitute a waiver of that provision or any other provision. Any waiver must be in writing and shall apply only to the specific instance identified.
24. Venue. TO THE FULLEST EXTENT PERMITTED BY LAW, any legal action arising out of or related to this Contract or the Work that is not subject to arbitration shall be brought exclusively in the state or federal courts located in the county where the Project is located, and the parties hereby consent to such venue and jurisdiction.

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TIPS National Purchasing Cooperative Contract # 23010402 – Job Order Contracting (JOC) & Trades Services. https://www.tips-usa.com/membershipconditions.cfm

COSTARS the Commonwealth of Pennsylvania Purchasing Cooperative Contract # 008-E24-1376 – Job Order Contracting (JOC) & Trades Services. Vendor ID # 104485