• Anything not listed in the scope of work
• Sales Tax
• Winter work
• Interior work covered in the letter sections (exterior work only)
• Lawn, shrubbery, or pavement repair
• As-built drawings
• Phased construction – All work must be ready: all substrates must be properly cured per the roof manufacturer’s written instructions, all walls must be up, and all roof drains must be functional.
• Changes in roofing schedule: project bid to start in good weather and roofing to complete in good weather weekdays as defined by our Inclement Weather Policy (available upon request). There will be a delay in the start of sheet metal installation due to the need to measure after the roof is completed. All material submittals must be returned and accepted a minimum of 10 days before the work period starts.
• 2nd or 3rd shift, Weekend or Holiday work (overtime work as defined by Union Contracts)
• Permits, Bonds, MBE/WBE participation
• Cost for adjustments to the scope if required by code and/or local building permit issuing authority
• Allowances
• Insurance requirements beyond our standard coverage
• Removal of asbestos or other hazardous materials. An asbestos survey by the owner is required.
• Structural demolition
• New Decking, Deck Repair or Replacement, Scarifying, cleaning, or preparation of new substrates
• Correction of Deck irregularities. (Decks must be properly attached, level, and flat for tapered insulation designs and must be sloped to drain and without deformations for flat insulation designs.
• Repair or replacement of electrical or mechanical elements buried in the existing roof system to be removed or roofed over, or beneath the structural deck, and other repairs to the mentioned systems required as a result of their disturbance.
• Removal, Replacement, and/or New Roof ladders or other miscellaneous metal/fabrications
• Material pricing can be volatile. We cannot guarantee timely delivery, and price spikes will have to be compensated to A.W. Farrell & Son Inc. if increases exceed 3% (annual) due to forces or events beyond our control.
• Waterproofing, below-grade work of any kind
• Temporary roofing or flashing. Temporary facilities requiring work above sections.
• Protection of the roof from damage by other trades. Cleanup or repair after other trades. The cost of any repairs to our work will be an additional change order to our contract unless it is proven that the damage was caused by us.
• Repair, replacement, or containment of existing fireproofing under the deck or applied to structural supports, which may come loose during roof removal and/or installation
• Sill flashing, louvers, and any metal flashing not in contact with roofing materials
• Thru-wall counter-flashing or sheet-metal or roofing material embedded in the work of others
• Custom Sheet metal colors
• Thru-wall fabrics
• Soffit work
• Field or shop painting of any kind
• Mechanical curb work, insulation of curbs by others
• Lightning protection/electrical work. We will flash components to meet the roof manufacturer’s requirements
• Deck openings, structural framing at deck openings
• Fall protection or waterproofing at deck openings by others (openings must be protected)
• New roof drains
• Flashing of any penetrations or any work not clearly shown on the Architectural roof plan(s)
• Sealants (at any joint between our sheet metal or roofing and materials installed by others)

• Acceptance of Contract: Acceptance of this contract is limited to the price and terms and conditions stated in this Proposal and any plans, specifications, and exhibits referenced herein. Terms on Customer’s invoice, bills of lading, or forms that are additional to or inconsistent with the provisions in this Purchase Order are rejected and shall be deemed a material alteration. No changes or deviations will be effective unless this is accepted in writing by an authorized agent of A W Farrell & Son Inc. (hereinafter referred to as A.W. Farrell & Son, Inc. or Contractor).
• Payment: If called for by the payment terms provided by this Proposal, Contractor will submit regular invoices to Customer for partial progress payment on such terms as the parties have agreed. Final payment, constituting the entire unpaid balance of the Contract Sum, shall be made by the Owner or General Contractor to the Contractor when the Contractor has fully performed the Work of this Agreement (full performance shall mean substantial completion of the work and submission of any required warranties; it shall not require completion of all agreed-upon punch list items). Contractor may terminate this Contract upon written notice to Customer of Customer’s non-payment of any sums duly invoiced and not paid within 30 days. Additionally, Contractor may charge interest on any invoiced amounts not paid within 30 days at a rate of: (1) 1.5 % per month, or (2) if the laws of the jurisdiction in which the project is located mandate a lower rate, the highest rate allowable under the law.
• Communication: Customer shall promptly make available to Contractor any and all information that might reasonably affect the Work and that becomes available to the Customer subsequent to the execution of this Proposal.
• Changes to the Work: Any changes, alterations, or deviations from the Work described herein involving additional costs shall only be executed upon execution of a written change order signed by both parties, and such costs shall become an extra charge over and above this Proposal. Contractor shall not be obligated to perform additional work unless the terms of this subsection are complied with. However, if Customer request and authorizes additional work, and Contractor elects to perform additional work without a written change order, Contractor shall be entitled to payment for such additional work: (1) in the amount agreed upon by the parties; or (2) based on the reasonable value of the additional work, including margins for overhead and profit commensurate with those contemplated for the original Work by this Contract.
• Timing/Scheduling: Customer shall cooperate with Contractor in scheduling the Work and shall provide Contractor reasonable access to the Project throughout the work as reasonably required for its completion. An adjustment shall be made for delays caused by the Customer, including profit on the increased cost of performance, should the work be suspended, delayed, or interrupted through no fault of Contractor, including but not limited to, Customer’s failure to provide agreed upon materials or materials that fail to meet specifications if required by the Proposal that results in “downtime.” All adjustments that result due to Customer’s delay shall be made at the rate contemplated by Contractor at the time of the submission of the Proposal. No adjustment shall be made to the extent that: (1) performance is, was or would have been so suspended, delayed or interrupted by another cause for which the Contractor is responsible; or (2) an equitable adjustment is made or denied under another provision of this Contract.
• Liens: All partial or final lien waivers shall be provided, in form satisfactory to Customer, only AFTER receipt by Contractor of payment for the materials and Work for which Customer seeks such waivers.
• Indemnification: To the fullest extent permitted by law, Customer shall indemnify and hold harmless A.W. Farrell & Son, Inc., its consultants and agents, and the directors, officers, employees, partners, shareholders, members, property managers, affiliates, representatives, mortgagees, and insurers, of any of them, and their successors and assigns (each, an “A.W. Farrell & Son, Inc. Entity,” and collectively, the “A.W. Farrell & Son, Inc. Entities”), from and against any and all claims, damages, losses, liabilities, demands, causes of action, administrative or regulatory proceedings, liens, settlements, judgments and expenses, including but not limited to attorneys’ fees, investigative costs and any insurance deductibles, directly or indirectly arising out of or resulting from (a) bodily injury, sickness, disease, personal injury, or death of any employees of Customer, its subcontractors, anyone directly or indirectly employed by them, or anyone for whose acts they may be liable, while at the site where work is conducted, or elsewhere, or breaches of this agreement, however such injuries may be caused, which indemnification obligation shall in no way be limited by a limitation on amount or type of damages, compensation or benefits payable by or for Customer or its subcontractors under any worker’s or workmen’s compensation acts, disability benefit acts or other employee benefit acts, (b) bodily injuries or death o any person or persons who are not employees of Customer, (c) property damage, (d) property destruction (including loss of use thereof), (e) intangible pecuniary loss, sustained or alleged to have been sustained by any business, organization or person, including employees of Customer and any subcontractors, (f) any claim by any laborer, materialman or subcontractor for materials furnished or labor performed in connection with the Services, (g) any infringement of any patent arising out of or in connection with the performance of the Services or the use of materials and equipment furnished for or in connection with the Services, or (h) any breach of this Agreement by Customer or any of its subcontractors, arising out of or in connection with the performance of the Services by Customer or, its agents, servants, employees, subcontractors or independent contractors retained or hired by Customer, regardless of whether it was caused in part by the passive conduct, vicarious negligence or implied omission of any of the Contractor entities.
• Termination for Cause: Contractor may terminate this Contract upon written notice to Customer of Customer’s non-payment of any sums duly invoiced and not paid within 60 days after coming due under this Proposal or any subsequent contract excluded by the parties. Further, Contractor may terminate this Proposal should Customer fail to observe any other term or condition stated herein and fail to correct such breach within five (5) days of being notified in writing of Contractor’s intention to terminate this agreement.
• Dispute Resolution: In the event there is a dispute or claim made against Contractor by Customer relating to Work contemplated herein, Contractor may, at its election, demand that the dispute be referred to mediation and, if unsettled by mediation, to binding arbitration using Construction Industry Arbitration Rules of the American Arbitration Association. Any such proceedings shall be conducted in the county wherein the Project, or any part of it, is located.
• Costs: Customer shall indemnify Contractor for the cost and expenses Contractor may incur in the collection of any unpaid balance of the agreed-upon price of the Work agreed to in this Proposal that is not timely paid by the Customer under the terms specified herein or under any subsequent contract executed by the parties. Such costs and expenses shall include, but are not necessarily limited to Contractor reasonable attorney’s fees incurred in such collection efforts, whether or not litigation must be filed in order to collect the aforesaid unpaid sums.
• Asbestos and Hazardous Material: This Proposal and contract are based upon the condition that the work to be performed by Contractor will not involve asbestos-containing or toxic material and that Contractor will not encounter or disturb such materials during the course of performing the roofing work. Contractor is not responsible for expenses, claims, or damages arising out of the presence, disturbance, or removal of asbestos-containing or toxic material. In the event that Contractor encounters such materials, Contractor shall be entitled to reasonable compensation for all additional expenses incurred as a result of the presence of asbestos-containing or toxic materials at the work site.
• Entire Agreement: This document, together with any specifications, drawings, or other documents made part thereof, shall constitute the entire agreement between the parties. The terms and conditions that govern the provisions of the goods or services described in the Agreement are limited to the terms and conditions specified herein, and formation of any contract is expressly made conditional on the customer’s assent to these terms. The terms and conditions supersede all prior discussions, proposals, representations, and agreements. Contractor will not be bound by any additional, different, or inconsistent terms in acknowledgement, novices, or other documents from Customer.

Purchasing Cooperative of America Contract # PCA OD-387-23 – Job Order Contracting (JOC) & Trades Services. https://www.pcamerica.org/

Choice Partners National Purchasing Cooperative Contract # 22/022MJ-01 – Job Order Contracting (JOC) & Trades Services. https://www.choicepartners.org/

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