General Contract Terms and Conditions
SECTION 1 – REPORTING AND BILLING
Daily production reports will be maintained by the Contractor and shall be verified by signature of an authorized employee of the Customer. Copies of these daily reports will become the basis of billing the work performed. Invoices will be rendered minimally on a bi-weekly basis for all Work performed, or at such other interval mutually agreed by the Contractor and the Customer. Invoices will become due and payable within thirty (30) days of invoice date.
SECTION 2 – CHANGES TO SCOPE OF WORK
In the event it is determined that a change in the scope of work is required and that change increases the operating costs incurred by Contractor, Contractor reserves the right to increase the prices agreed to in the price schedule. No change to the scope of work or the pricing will occur until the terms and compensation for such change is mutually agreed between the parties in writing.
SECTION 3 – TAXES
Contractor shall pay all taxes and contributions levied on the payroll of its employees engaged in the performance of the Work, and all excise, property and other taxes levied upon or applicable to materials, supplies, equipment or services furnished by Contractor. Any and all sales, use or other taxes applicable to the materials, supplies or services furnished by the Contractor will be invoiced and Customer shall be responsible for payment.
SECTION 4 – INDEPENDENT CONTRACTOR
Contractor shall have complete and exclusive control of, and responsibility for, all of the equipment and employees utilized or employed by it in the performance of the Work. Contractor shall perform all Work as an independent contractor, and this Agreement shall in no way be construed as creating any master/servant relationship, employer/employee relationship, or any relationship between Contractor and Customer other than one of principal and independent contractor.
SECTION 5 – INDEMNIFICATION
Contractor shall indemnify and holds harmless Customer, its affiliates, their officers, agents and employees (“Indemnitees”), against and from any and all liability, loss, damage, claims, demands, costs and expenses relative to any injury or death of any person or damage to property in the performance of this Agreement, but only to the proportionate extent that they result from the negligent acts or omissions of Contractor. The obligation of Contractor to indemnify Customer is expressly contingent upon the Customer giving Contractor written notice within seven (7) days of its receipt of any claim, complaint, potential cause of action, or proceeding for which it requests indemnification under this Section 5. Failure by Customer to timely notify Contractor shall relieve Contractor of its obligation to indemnify Customer to the extent any such delay materially prejudices the substantive rights and defenses available to the Contractor, or otherwise increases the damages, settlement costs, or costs of defense. If any claim or liability shall arise from the joint or concurring negligence of both parties, it shall be borne by them in proportion to their negligence.
SECTION 6 – INSURANCE
Contractor shall provide and maintain insurance of the type and in the amounts noted herein:
a) Commercial General Liability:
Limits of Liability
Each Occurrence $2,000,000.00
General Aggregate $2,000,000.00
Products/Completed Operations $2,000,000.00
Personal Injury $2,000,000.00
b) Worker’s Compensation
Coverage A Statutory by Law
Coverage B Employer’s Liability
Each Accident $1,000,000.00
Disease Policy Limit $1,000,000.00
Disease – Each Employee $1,000,000.00
c) Automobile Liability $2,000,000.00 (combined single limit)
Extends to owned, non-owned and hired automobiles used in the performance of the work.
d) Excess and Umbrella Coverage
Each Occurrence $10,000,000.00
General Aggregate $10,000,000.00
Upon written request by Customer, Contractor will provide certificates of insurance evidencing such insurance as outlined above prior to beginning work under the contract agreement. Such certificates shall provide for thirty (30) day’s advance written notice to Customer of cancellation, material change, reduction of coverage or non-renewal.
SECTION 7 – EQUAL OPPORTUNITY AND AFFIRMATIVE ACTION
Contractor represents that it maintains corporate policies that provide for equal opportunity in employment without regard to race, color, religion, gender, age, or national origin.
SECTION 8 – SAFETY
Contractor shall take all reasonable safety precautions pertaining to its work under this Agreement. Contractor represents, warrants and agrees that it shall, to the best of its ability, comply with all applicable federal, state and local laws, rules, ordinances and regulations, and all applicable licenses, permits, administrative orders and court orders relating to the performance of its services under this Agreement.
SECTION 9 – FORCE MAJEURE
With the exception of Customer’s obligation to pay for the Work performed by Contractor pursuant to this Agreement, neither party shall be in default under this Agreement to the extent that the performance of its obligations is delayed, hindered or prevented by a cause beyond the reasonable control of such party and without such party’s fault or negligence, including, but not limited to, acts of God, declared or undeclared wars, blockades, hostilities, legal or illegal acts of government, epidemics, quarantines, riots, rebellions and labor strikes (“Force Majeure”). In the event that the affected party is delayed in or prevented from performing its obligations under this Agreement by a Force Majeure event, only within the scope of such delay or prevention, the affected party will not be responsible for any damage by reason of such a failure or delay of performance. The affected party shall take appropriate means to minimize or remove the effects of a Force Majeure event and attempt to resume performance of the obligations delayed or prevented by the Force Majeure event. After the Force Majeure event has ended, both parties agree to resume performance of this Agreement with their best efforts.
SECTION 10 – GOVERNING LAW
The terms of this Agreement shall be governed by and construed according to the laws of the State of Illinois without regard to its choice of law provisions.
SECTION 11 – ARBITRATION
Any controversies shall be settled by binding arbitration administered by the American Arbitration Association under its commercial arbitration rules, and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. The exclusive venue for the administration of said arbitration shall be in Chicago, Illinois. The parties agree to one arbitrator to resolve any arbitration proceeding.
SECTION 12 – SEVERABILITY AND WAIVER
The partial or complete invalidity of any one or more provisions of this Agreement shall not affect the validity or continuing force and effect of any other provision. The failure of either party to insist, in any one or more instances, upon the performance of any of the terms, covenants or conditions of this Agreement, or to exercise any right granted by this Agreement, shall not be construed as a waiver or relinquishment of such term, covenant, condition or right as respects further performance.
SECTION 13 – CAPTIONS
The captions at the beginning of each section are for convenience only and are to be given no weight in construing the provisions of this Agreement.
SECTION 14 – NOTICES
All notices shall be in writing addressed to the parties at the addresses set out in this Agreement unless subsequently changed in conformance with this notice provision and shall be considered as delivered on the third (3rd) business day after the date of mailing if sent by certified mail or when received if delivered by overnight delivery, electronic mail (with read receipt), or personal delivery.
SECTION 15 -- CONFIDENTIALITY
Except as otherwise provided in Section 16 below, Customer agrees to keep confidential and not disclose any of Customer’s Confidential Information. For purposes of this Agreement, “Confidential Information” means information any information, knowledge or data of an intellectual, technical, scientific, commercial or industrial nature, or of a financial, cost, pricing, or marketing nature relating to the business operations of the Customer; personal information regardingany
employee of the Customer or other individual, which would be protected under any federal, state, or local privacy laws; or any information supplied by the Customer that is clearly marked "Confidential". Contractor agrees not to share such Confidential Information with any person except Contractor’s consultants, subcontractorsand
agents who have a need to know such information consistent with the performance of Contractor’s obligations pursuant to this Agreement
SECTION 16 – EXECUTION
This Agreement may be executed in any number of counterparts, any one of which shall be an original, but all of which together shall be one and the same instrument. Facsimile and electronic signatures (including emailed PDFs) shall constitute original signatures.
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