HomeMy WebLinkAbout22-001 - TuffWrap Installations, Inc - Public Works Shops Insulation WrappingCity of Tukwila
6200 Southcenter Boulevard, Tukwila WA 98188
Agreement Number: 22-001(a)
Council Approval N/A
CONTRACT FOR SERVICES
Amendment # 1
Between the City of Tukwila and TuffWrap Installations, Inc
That portion of Contract No. 22-001 between the City of Tukwila and TuffWrap Installations,
Inc is hereby amended as follows:
1. SCOPE AND SCHEDULE OF SERVICES TO BE PERFORMED BY CONTRACTOR.
The Contractor shall perform those services described on Exhibit A attached hereto and
incorporated herein by this reference as if fully set forth. In performing such services, the
Contractor shall at all times comply with all Federal, State, and local statutes, rules and
ordinances applicable to the performance of such services and the handling of any funds
used in connection therewith. The Contractor shall request and obtain prior written
approval from the City if the scope or schedule is to be modified in any way.
2. TIME OF COMPLETION. The installation scope of work of Amendment No 1 shall be
commenced and completed approximately in the month of April 2022.
3. COMPENSATION AND METHOD OF PAYMENT. The City shall pay the Contractor for
services rendered according to the rate and method set forth on Exhibit A attached hereto
and incorporated herein by this reference. The total amount to be paid shall not exceed
$20,162.56 ($18,312.95 plus applicable Washington State sales tax), except by written
agreement of the parties. The total amount for THIS amendment is $975.43 ($885.95 plus
applicable Washington State sales tax).
All other provisions of the contract shall remain in full force and effect.
Dated this 13th day of April 20 22
CITY OF TUKWILA CONTRACTOR
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Allan Ekberg, Mayor 4/13/2022
Printed Name:
ATTEST/AUTHENTICATED APPROVED AS TO FORM
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CA Reviewed May 2020
Page 1 of 1
Date:
Customer:
Attn:
Email/Fax:
PO #:
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PFA Change Order #1
3/29/2022
City of Tukwila
tukwila@tukwilaVVA.gov
2080 Detwiler Road EXHIBIT A
Unit 2
Harleysville, PA 19438
Phone 800.995.4556
Web LIN2w,tyfvoRrip
Job Name:
Tukwila Public Works - Tukwilla, WA
Address:
PFA #:
Job #:
11210 Tukwila International Blvd
Seattle, WA 98168
22358
609WA21
The following changes are hereby made to the above -referenced Subcontract:
Credit for Self -Performing Removal - ($2,614.05)
Additional Charge for re -mobilization and reinstall SmartSeam - $3,500.00.
PFA Amount before this change order: $19,187.13
Amount of this Change Order: $885.95 Sales Tax: $89.48 $975.43
Revised PFA Amount resulting from this Change Order: $20,162.56
In accordance with the Contract referenced above, the undersigned Contractor agrees that the lump sum amount of this Change Order
constitutes compensation In full for all costs, claims, mark-up, and expenses, direct or indirect, attributable to this or any prior Change
Orders, for any delays encountered by Contractor in the performance of the Work through the date of this Change Order, included but not
limited to those related to this or any prior Change Order, and for the performance of this and any prior Change Orders by or before the
Date of Substantial Completion established in the Contract Documents.
Except as modified by this and any previously issued Change Orders, all other terms and conditions of the Contract shall remain in full
.ffanf
Contract Change Order Must Be Signed and Returned
Authorized Signature
(Signature) (Date)
(Print Name)
Contractor/
Vendor Name:
Address:
Telephone:
City of Tukwila
6200 Southcenter Boulevard, Tukwila WA 98188
CITY OF TUKWILA
Short Form Contract
Contract Number: 22-001
Council Approval N/A
_TuffWrap Installations, Inc Project No. _91630601
_Two Midway Business Center
_Harleysville, PA 19438
_800-995-4556
Budget Item:
Project Name: _Public Works Fleet &
Facilities Building
Improvements
Please initial all attachments, then sign and return copies one and two to:
City of Tukwila, Department, 6200 Southcenter Boulevard, Tukwila, Washington
98188. Retain copy three for your records until a fully executed copy is returned to you.
AGREEMENT
This Agreement, made and entered into this _23_ day of December 2021, by and between the City of
Tukwila, hereinafter referred to as "City', and TufRNrap Installations, Inc, hereinafter referred to as
"Contractor."
The City and the Contractor hereby agree as follows:
1. SCOPE AND SCHEDULE OF SERVICES TO BE PERFORMED BY CONTRACTOR. The Contractor
shall perform those services described on Exhibit A attached hereto and incorporated herein by this
reference as if fully set forth. In performing such services, the Contractor shall at all times comply with
all Federal, State, and local statutes, rules and ordinances applicable to the performance of such
services and the handling of any funds used in connection therewith. The Contractor shall request
and obtain prior written approval from the City if the scope or schedule is to be modified in any way.
2. TIME OF COMPLETION. The installation scope of work shall be commenced and completed
approximately in the month of January 2022 and removal completed no later than December 31,
2022.
3. COMPENSATION AND METHOD OF PAYMENT. The City shall pay the Contractor for services
rendered according to the rate and method set forth on Exhibit A attached hereto and incorporated
herein by this reference. The total amount to be paid shall not exceed $19,187.13 ($17,427 plus
applicable Washington state sales tax), except by written agreement of the parties.
4. CONTRACTOR BUDGET. The Contractor shall apply the funds received under this Agreement within
the maximum limits set forth in this Agreement. The Contractor shall request prior approval from the
City whenever the Contractor desires to amend its budget in any way.
5. PAYMENTS. The City shall make payments on account of the contract at completion of the project.
6. ACCEPTANCE AND FINAL PAYMENT. Final payment shall be due 10 days after completion of the
work, provided the contract is fully performed and accepted.
7. CONTRACT DOCUMENTS.
• The contract includes this Agreement, Scope of Work and Payment Exhibit (Exhibit A).
CA revised May 2020
Page 1
The intent of these documents is to include all labor, materials, appliances and services of every
kind necessary for the proper execution of work, and the terms and conditions of payment
therefore.
The documents are to be considered as one, and whatever is called for by any one of the
documents shall be as binding as if called for by all.
The Contractor agrees to verify all measurements set forth in the above documents and to report
all differences in measurements before commencing to perform any work hereunder.
8. MATERIALS, APPLIANCES AND EMPLOYEES.
Except as otherwise noted, the Contractor shall provide and pay for all materials, labor, tools,
water, power and other items necessary to complete the work.
Unless otherwise specified, all material shall be new, and both workmanship and materials shall
be of good quality.
Contractor warrants that all workmen and subcontractors shall be skilled in their trades.
9. SURVEYS, PERMITS AND REGULATIONS. The City shall furnish all surveys unless otherwise
specified. Permits and licenses necessary for the execution of the work shall be secured and paid for
by the Contractor. Easements for permanent structures or permanent changes in existing facilities
shall be secured and paid for by the City unless otherwise specified. The Contractor shall comply with
all laws and regulations bearing on the conduct of the work and shall notify the City in writing if the
drawings and specifications are at variance therewith.
10. PROTECTION OF WORK, PROPERTY AND PERSONS. The Contractor shall adequately protect
the work, adjacent property and the public and shall be responsible for any damage or injury due to
any act or neglect.
11. ACCESS TO WORK. The Contractor shall permit and facilitate observation of the work by the City
and its agents and public authorities at all times.
12. CHANGES IN WORK. The City may order changes in the work, the contract sum being adjusted
accordingly. All such orders and adjustments shall be in writing. Claims by the Contractor for extra
cost must be made in writing before executing the work involved.
13. CORRECTION OF WORK. The Contractor shall re -execute any work that fails to conform to the
requirements of the contract and that appears during the progress of the work, and shall remedy any
defects due to faulty materials or workmanship which appear within a period of one year from date of
completion of the contract and final acceptance of the work by the City unless the manufacturer of the
equipment or materials has a warranty for a longer period of time, which warranties shall be assigned
by Contractor to City. The provisions of this article apply to work done by subcontractors as well as to
work done by direct employees of the Contractor.
14. OWNER'S RIGHT TO TERMINATE CONTRACT. Should the Contractor neglect to execute the work
properly, or fail to perform any provision of the contract, the City, after seven days' written notice to
the contractor, and his surety, if any, may without prejudice to any other remedy the City may have,
make good the deficiencies and may deduct the cost thereof from the payment then or thereafter due
the Contract or, at the City's option, may terminate the contract and take possession of all materials,
tools, appliances and finish work by such means as the City sees fit, and if the unpaid balance of the
contract price exceeds the expense of finishing the work, such excess shall be paid to the Contractor,
but if such expense exceeds such unpaid baiance, the Contractor shall pay the difference to the City.
15. PAYMENTS. Payments shall be made as provided in the Agreements. Payments otherwise due may
be withheld on account of defective work not remedied, liens filed, damage by the Contractor to others
not adjusted, or failure to make payments properly to the subcontractors.
16. INSURANCE. The Contractor shall procure and maintain for the duration of the Agreement, insurance
against claims for injuries to persons or damage to property which may arise from or in connection
with the performance of the work hereunder by the Contractor, their agents, representatives,
employees or subcontractors. Contractor's maintenance of insurance, its scope of coverage and limits
as required herein shall not be construed to limit the liability of the Contractor to the coverage provided
by such insurance, or otherwise limit the City's recourse to any remedy available at law or in equity.
CA revised May 2020
Page 2
A. Minimum Scope of Insurance. Contractor shall obtain insurance of the types and with the limits
described below:
1. Automobile Liability insurance with a minimum combined single limit for bodily injury and
property damage of $1,000,000 per accident. Automobile liability insurance shall cover all
owned, non -owned, hired and leased vehicles. Coverage shall be written on Insurance
Services Office (ISO) form CA 00 01 or a substitute form providing equivalent liability coverage.
If necessary, the policy shall be endorsed to provide contractual liability coverage.
2. Commercial General Liability insurance with limits no less than $2,000,000 each occurrence,
$2,000,000 general aggregate and $2,000,000 products -completed operations aggregate limit.
Commercial General Liability insurance shall be as least at broad as ISO occurrence form CG
00 01 and shall cover liability arising from premises, operations, independent contractors,
products -completed operations, stop gap liability, personal injury and advertising injury, and
liability assumed under an insured contract. The Commercial General Liability insurance shall
be endorsed to provide a per project general aggregate limit using ISO form CG 25 03 05 09
or an equivalent endorsement. There shall be no exclusion for liability arising from explosion,
collapse or underground property damage. The City shall be named as an additional insured
under the Contractor's Commercial General Liability insurance policy with respect to the work
performed for the City using ISO Additional Insured endorsement CG 20 10 10 01 and
Additional Insured -Completed Operations endorsement CG 20 37 10 01 or substitute
endorsements providing at least as broad coverage.
3. Workers' Compensation coverage as required by the Industrial Insurance laws of the State of
Washington.
B. Public Entity Full Availability of Contractor Limits. If the Contractor maintains higher insurance
limits than the minimums shown above, the Public Entity shall be insured for the full available limits
of Commercial General and Excess or Umbrella liability maintained by the Contractor, irrespective
of whether such limits maintained by the Contractor are greater than those required by this
Contract or whether any certificate of insurance furnished to the Pubiic Entity evidences limits of
liability lower than those maintained by the Contractor.
C. Other Insurance Provision. The Contractor's Automobile Liability and Commercial General
Liability insurance policies are to contain, or be endorsed to contain that they shall be primary
insurance with respect to the City. Any insurance, self-insurance, or insurance pool coverage
maintained by the City shall be in excess of the Contractor's insurance and shall not contribute
with it.
D. Acceptability of Insurers. Insurance is to be placed with insurers with a current A.M. Best rating
of not less than A: VII.
E. Verification of Coverage. Contractor shall furnish the City with original certificates and a copy of
the amendatory endorsements, including but not necessarily limited to the additional insured
endorsement, evidencing the insurance requirements of the Contractor before commencement of
the work.
F. Subcontractors. The Contractor shall cause each and every Subcontractor to provide insurance
coverage that complies with all applicable requirements of the Contractor -provided insurance as
set forth herein, except the Contractor shall have sole responsibility for determining the limits of
coverage required to be obtained by Subcontractors. The Contractor shall ensure that the Public
Entity is an additional insured on each and every Subcontractor's Commercial General liability
insurance policy using an endorsement as least as broad as ISO CG 20 10 10 01 for ongoing
operations and CG 20 37 10 01 for completed operations.
G. Notice of Cancellation. The Contractor shall provide the City and all Additional Insureds for this
work with written notice of any policy cancellation, within two business days of their receipt of such
notice.
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Page 3
H. Failure to Maintain Insurance. Failure on the part of the Contractor to maintain insurance as
required shall constitute a material breach of contract, upon which the City may, after giving five
business -days notice to the Contractor to correct the breach, immediately terminate the contract
or, at its discretion, procure or renew such insurance and pay any and all premiums in connection
therewith, with any sums so expended to be repaid to the City on demand, or at the sole discretion
of the City, offset against funds due the Contractor from the City.
17. PERFORMANCE OND. The Contractor shall furnish to the City prior to start of construction a
performance bond at 100% of the amount of the contract and in a form acceptable to the City. In lieu
of bond for contracts less than $25,000, the City may, at the Contractor's option, hold 5% of the
contract amount as retainage for a period of 30 days after final acceptance or until receipt of all
necessary releases from the Department of Revenue and the Department of Labor and Industries
and settlement of any liens, whichever is later.
18. LIENS. The final payment shall not be due until the Contractor has delivered to the City a complete
release of all liens arising out of this contract or receipts in full covering all labor and materials for
which a lien could be filed, or a bond satisfactory to the City indemnifying the City against any lien.
19. SEPARATE CONTRACTS. The City has the right to execute other contracts in connection with the
work and the Contractor shall properly cooperate with any such other contracts.
20. ATTORNEYS FEES AND COSTS. In the event of legal action hereunder, the prevailing party shall
be entitled to recover its reasonable attorney fees and costs.
21. CLEANING UP. The Contractor shall keep the premises free from accumulation of waste material
and rubbish and at the completion of the work, shall remove from the premises all rubbish, implements
and surplus materials and leave the premises clean.
22. INDEMNIFICATION. The Contractor shall defend, indemnify and hold the City, its officers, officials,
employees and volunteers harmless from any and all claims, injuries, damages, losses or suits
including attorney fees, arising out of or in connection with the performance of this Agreement, except
for injuries and damages caused by the sole negligence of the City. Should a court of competent
jurisdiction determine that this Agreement is subject to RCW 4.24.115, then, in the event of liability
for damages arising out of bodily injury to persons or damages to property caused by or resulting
from the concurrent negligence of the Contractor and the City, its officers, officials, employees, and
volunteers, the Contractor's liability hereunder shall be only to the extent of the Contractor's
negligence. It is further specifically and expressly understood that the indemnification provided herein
constitutes the Contractor's waiver of immunity under Industrial Insurance, Title 51 RCW, solely for
the purposes of this indemnification. This waiver has been mutually negotiated by the parties. The
provisions of this section shall survive the expiration or termination of this Agreement.
23. PREVAILING WAGES. The Contractor shall pay all laborers, workmen and mechanics the prevailing
wage and shall file the required ''Statement of Intent to Pay Prevailing Wages" in conformance with
RCW 39.12.040.
24. DISCRIMINATION PROHIBITED. The Consultant, with regard to the work performed by it under this
Agreement, will not discriminate on the grounds of race, religion, creed, color, national origin, age,
veteran status, sex, sexual orientation, gender identity, marital status, political affiliation or the
presence of any disability in the selection and retention of employees or procurement of materials or
supplies.
25. ENTIRE AGREEMENT; MODIFICATION. This Agreement, together with attachments or addenda,
represents the entire and integrated Agreement between the City and the Contractor and supersedes
all prior negotiations, representations, or agreements written or oral. No amendment or modification
of this Agreement shall be of any force or effect unless it is in writing and signed by the parties.
26. SEVERABILITY AND SURVIVAL. If any term, condition or provision of this Agreement is declared
void or unenforceable or limited in its application or effect, such event shall not affect any other
provisions hereof and all other provisions shall remain fully enforceable. The provisions of this
Agreement, which by their sense and context are reasonably intended to survive the completion,
expiration or cancellation of this Agreement, shall survive termination of this Agreement.
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Page 4
27. NOTICES. Notices to the City of Tukwila shall be sent to the following address:
City Clerk, City of Tukwila
6200 Southcenter Blvd.
Tukwila, Washington 98188
Notices to the Contractor shall be sent to the address provided by the Contractor upon the signature
line below.
28. APPLICABLE LAW; VENUE; ATTORNEY'S FEES. This Agreement shall be governed by and
construed in accordance with the laws of the State of Washington. In the event any suit, arbitration,
or other proceeding is instituted to enforce any term of this Agreement, the parties specifically
understand and agree that venue shall be properly laid in King County, Washington. The prevailing
party in any such action shall be entitled to its attorney's fees and costs of suit.
IN WITNESS WHEREOF, the parties hereto executed this Agreement the day and year first above written.
CITY OF TUKWILA
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Signature
Printed Name: Hari Ponnekanti, Public Works Director
By:
Signature
Printed Name: Jeff Bennett
Date: Title: General Manager
Date: December 27th, 2021
CA revised May 2020
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Innovation in lust a- BEMs Cuii[airinibint
Prepared for SHKS Architects
Tukwila Public Works - Tukwilla, WA
11/19/2021
By Don Fleenor
dfleenor@tuffwrap.conk
2133427932
EXHIBIT A
TuffWrap'
2080 Detwiler Road
Two Midway Business Center
Harleysville, PA 19438
Phone 800.995.4556
Web wvvw.tuffwrap.com
11/19/2021
SHKS Architects
1050 N 38th Street
Seattle, WA 98103
Please find attached the Proposal for Acceptance. In addition to the quote and contract, I want to make you
aware of the following benefits TuffWrap Installations, Inc. includes with every project.
• SmartSeam® is the only suspended cover solution that is International Building Code (IBC),
International Fire Code (IFC) and International Residential Code compliant. SmartSeam is approved for
installation below sprinkler systems and meets the requirements of UL 723S, NFPA 13 and FM 4561. Its
innovative design includes a dust cap over the heat reactive seam to offer the best protection against dust and
debris contamination.
•
TuffWrap® C.O.R.E. Frameless Walls also have anti -static, antimicrobial and flame retardant
properties, like SmartSeam, and are used for interior wall installations. They can be combined with TuffPanels®
for a hybrid wall solution or braced and plywood added for an industrial hybrid wall.
• TuffWrape EXT is used for temporarily enclosing the exterior of a structure to create and interior work
environment. It is flexible for sealing unique contours and tear resistant for covering large spans.
▪ You will have a dedicated Project Manager who will be available to you as needed.
• Safety is Our Priority
• We have our own in-house Safety Manager to ensure that we stay current on requirements and
can quickly address potential questions or concerns,
• All installers are OSHA 10 trained and crew leaders are OSHA 30 trained.
• We also have an OSHA Certified Trainer on staff.
• TuffWrap employees will handle all aspects of installation. We do not subcontract our services.
Each person on your site is directly employed and trained by us.
We are committed not only to the quality of the products and services we are proposing, but also to delivering
them in the safest and most efficient way possible.
If you have any other questions, please do not hesitate to contact me directly. I look forward to speaking with
you further regarding this proposal.
Sincerely,
Don Fleenor
Wrap°
EXHIBIT A
2080 Detwiler Road
Two Midway Business Center
Harleysville, PA 19438
Phone 800.995A556
Web www,tuffwrap,com
Date: 11/1912021
Proposal #: DF 21707 -Rev 1
PROPOSAL FOR ACCEPTANCE
Representative: Don Fleenor
Customer:
Job Location: State License Number - CC TLJFFWW1846LN
SHKS Architects
Tukwila Public Works - Tukwilla, WA
1050 N 38th Street
11210 Tukwila international Blvd
Seattle, WA 98103
Seattle, WA 98168
Matt Frantz (206) 224-3327
matti§shksarchitects.com
TuffWrap® Installations, Inc. offers the following:
Scope Of Work
Unit $
Tax
Ext Price
Tukwila Public Works:
$17,427.00
Accepted By:
1760,13
$19,187.13
Install and remove 3,100 sq. ft. of SmartSeam Suspended Cover mechanically attaching to walls with
tapcons and tape and we will get as close the the walls in the mezzanine area but not mechanically
fasten here. We will slope the suspended cover when we Install to help keep the water away from the
building inside.
This is a prevailing wage project.
The work being done is the same as what is being shown in the shaded areas print dated
9/22/20, 2nd floor plan - west A2.2.1
Installation site line will be below lights and sprinkler system at approximately 10' to 27high.
Installation Duration: 1 day working 10 hr shift
Removal Duration: 1 day working 10 hr shift.
Work Shift Schedule: Monday - Friday only.
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1 mobilization for install and 1 mobilization for removal only
If additional mobilizations are needed due to scope change a minimum charge of $4,500.00 per
mobilization wit apply plus any extra costs for labor, materials and/or equipment.
Dumpster(s) will be provided by TuffWrap at time of removal.
Ground support personnel included are not included in this proposal, if required additional charges will
be incurred.
All lifts and equipment to perform the job are included in the scope of work.
Note:
No downtime included for equipment shutdown, scope change or schedule delays.
Change Orders must be approved/signed prior to the commencement of any additional work.
As a result of no mechanical attachment to the walls, light debris may enter through the perimeter.
Accepted By:
NA
• This proposal is based upon site conditions at the time of estimate. Should site conditions change, TuffWrap reserves the right to
amend this proposal.
• Tuffivrap always recommends using mechanical fasteners for wall attachment. f4/un Tape only is requested by others, 7u/'wrap
will leave behind extra tape for self repair to avoid return and repair charges.
• The cost of scaffolding, if needed, is not included in this Proposal unless specifically stated.
* Unless otherwise specified, this proposal does not include Prevailing Wage
Page 1 of 4
EXHIBIT A
Continued on Next Page„.
Page 2 of 4
EXHIBIT A
STANDARD TERMS & CONDITIONS
1. Upon the terms stated on all pages of this document, TuffWrap installations will install a Temporary Protection Systems (TPS) for the customer listed
above at the location listed above that will help limit the infiltration of dust and light debris. TuffWrap will supply the labor, aerial lift equipment and
materials.
2. Any and all taxes not included above, must be added, where applicable, to this proposal,
3. Schedule and estimate is based on on averages. The project could take more or less time. We request 2 weeks notice for installation and removal;
otherwise additional service charges may apply.
4. Customer agrees to provide a reliable power source and a location for the storage of lift equipment in close proximity to the work area for the
duration of the project. Customer also agrees to accept delivery of materials and lift equipment prior to the start of each mobilization.
5. High Structure Dust Removal (HSDR) and High Structure Dust Removal with Vacuum (HSDR-V) are not included unless otherwise noted and one of
those options is selected, HSDR consists of lightly blowing off most of the loose roofing debris while HSDR-V utilizes a vacuum to remove loose debris
during suspended cover takedown. In both cases, the process addresses dust and debris generally laying no greater than 2 ft, above the TPS on easily
accessible horizontal surfaces. Grease / adhered grime or areas of non -roofing debris build-up will not be removed by standard HSDR or HSDR-V. Either
service is not to be considered "White Giove Clean". TuffWrap can provide cleaning to meet any reasonable standard at $125.00 per man / per hour.
6. The Suspended Cover "TPS" will capture up to 10 lbs. per 100 sq ft. of light dust and debris. TuffWrap is not responsible for damages caused by
overloading the TPS. Standard Walls are intended to withstand no more than 10 mile per hour winds, unless otherwise stated. TuffWrap Exterior (TW -
EXT) walls are intended to withstand no more than the occasional wind gusts of 45 miles per hour. Air pressure from doors, exhaust fans, machinery or
ventilation systems may impact the performance of the TPS containment system. All potential air pressure changes need to be operated before the
TuffWrap crew leaves to avoid additional charges. The TPS is not water tight and is not intended to contain or limit the infiltration of liquids.
7. Changing the parameters listed will have an impact on the estimate and require a pricing adjustment,
8. Acceptance or Termination of Proposal - This proposal is accepted by allowing TuffWrap to deliver materials or begin work at the site whether this
document is signed or not and all conflicting terms are rejected. TuffWrap reserves the right to withdraw the offer outlined in this document if this contract
is not accepted within sixty (60) days of the date that appears at the top of page one. Allowing TuffWrap to deliver materials or begin the installation of
the TPS at the job site constitutes an acceptance of the terms of this contract whether this document is signed or not. The Customer's acceptance of this
offer is specifically limited to the terms and conditions stated herein. If Customer desires that TuffWrap be limited or obligated by the terms of an
agreement between Customer and others, this proposal shall be construed as a formal request for a copy of any and all such agreements prior to
TuffWrap's acceptance, in writing only, of any terms that are different or additional from those stated herein. TuffWrap shall not be bound by the terms of
documents not provided to TuffWrap for review prior to Customer's acceptance of this offer. TuffWrap hereby objects to any and all terms that are
different or additional regardless of how such different or additional terms are stated in Customer's acceptance of this offer.
9. Access to Job Site - Customer will provide and/or assist in providing unrestricted access to the job site for installation and removal of the Temporary
Protection System by providing assistance when requested to have the building owner or tenant move items blocking the way for our lift equipment and to
otherwise make the area safe, ready, and available for installation and/or removal of the Temporary Protection System. Customer agrees to pay
reasonable idle man charges at the rate of $95.00 per man, per hour for delays caused or contributed to by Customer,
10, Payment - Customer will pay a 15% deposit at least two (2) weeks before Temporary Protection System installation. TuffWrap will send Progress
Billing invoices during the installation process with payment due within 15 days of invoice date. So that a total of 85% of the project total is billed by the
conclusion of the installation, with the remaining 15% billed following takedown/removal. After removal of the Temporary Protection System, payment of
the final balance will be due within thirty (30) days of final invoice date. Customer agrees that TuffWrap's refusal to perforrn work due to lack of payment
shall not be considered a breach of this Agreement. No discount is available for takedown/removal by Customer or others. Any area deducted by
Customer once the job has commenced will be billed at half the average price per sq. ft. for the deducted area. The Customer agrees to pay reasonable
additional fees for any other additional necessary or requested work. If TuffWrap's right to payment and/or other rights and remedies are limited by lack
of privity of contract or otherwise, Customer agrees to cooperate in all ways necessary to assist TuffWrap in enforcing its rights at TuffWrap's expense.
11. Visible Marks Upon Removal — Other than as specified in the Proposal, repair of minor damage to surfaces and visible marks caused by removal of
fasteners, screws, and tape is not included,
12. Inspection During Containment — Customer or Customer's representative agrees to visually inspect the TPS daily to assure hat all fasteners are
secure, all closures and seals are tight, and if there is an excessive buildup of debris immediately notify TuffWrap.
13. Fire Protection during Containment - The Temporary Protection System may impair the normal operation of sprinkler systems so Customer or
someone appointed by Customer agrees to establish a sprinkler impairment procedure consistent with the recommendations of the National Fire
Protection Association (NFPA). It is the obligation of the building owner to contact applicable local governing officials.
14. Hazardous Materials - Customer agrees that TuffWrap may stop work upon the discovery of asbestos or other hazardous materials until the job site
is made safe and that stopping work under the terms of this section shall not be considered a breach of contract. Customer agrees that TuffWrap shall
not be responsible for the cost of removal or abatement, and/or consequential costs, claims, injuries and/or damages arising from asbestos and/or other
hazardous materials at the job site.
15. Liability for Damages - TuffWrap agrees to be responsible for direct physical loss and damage arising from
its negligent acts or omissions but not for punitive damages, consequential, and/or purely economic losses arising out of or relating to the work of this
Agreement including, but not limited to loss of use, loss of rents, and loss of income or profits. Customer agrees that TuffWrap is not liable for damages
arising from impairment of sprinkler systems, failure to establish a sprinkler impairment procedure, overloading, water damage, and/or delay in notifying
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EXHIBIT A
TuffWrap of a tear or opening in the Temporary Protection System.
16, Insurance - TuffWrap agrees to maintain general liability insurance in combined single limit amount of at least $5,000,000 per incident for Bodily
Injury and Property Damage and will maintain Workers Compensation insurance as required by state law. TuffWrap agrees to name Customer, Property
Owner, Tenant, and others reasonably related to the project as Additional Insured's under TuffWrap's liability policy when such request is made to and
accepted by TuffWrap in writing.
17. Waiver of Subrogation - TuffWrap and Customer waive all rights against each other and any of its subcontractors, agents and employees, of each of
the other, for damages caused by fire or other perils to the extent covered by any policy of property insurance, except such rights as either may have to
proceeds directly as an insured. This waiver of subrogation shall be effective as to a person or entity even though that person or entity would otherwise
have a duty of indemnification, contractual or otherwise, did not pay the insurance premium directly or indirectly, and whether or not the person or entity
had an insurable interest in the property damaged.
18. Indemnification - To the fullest extent permitted by law, TuffWrap will indemnify and hold harmless Customer and Customer's consultants, agents,
and employees (Indemnitees) from and against claims and/or damages caused by TuffWrap's negligent acts except to the extent that such claims and/or
damages arise, in whole or in part, from the conduct of the indemnitees. TuffWrap's obligations hereunder shalt be limited to the extent of the insurance
coverage applicable to the claims and/or damages presented. TuffWrap shall not be required to defend, indemnify, or hold harmless the Customer and/or
others for any acts, omissions, or negligence of the Customer and/or others.
19. Notice and Time for Claims — Customer agrees that TuffWrap's refusal to perform due to lack of payment shall not be considered a breach of this
Agreement. Any notice of claim for damages against TuffWrap shall be made within sixty (60) days of substantial completion of the work of this
Agreement and any causes of action against TuffiNrap arising from this Agreement shall be commenced within one (1) year of substantial completion of
the work of this Agreement, otherwise such claims are waived. Substantial completion of the work of this Agreement shall be deemed to occur upon
removal of the Temporary Protection System or upon final billing for services under this Agreement.
20. Attorney's Fees - Customer agrees to reimburse TuffVVrap's reasonable costs and attorney's fees incurred if TuffWrap engages an attorney to
enforce its rights against Customer under this Agreement.
21. No Waiver - All terms shall be strictly enforced and no conduct of TuffWrap shall be construed as a waiver of any terms of this Agreement
22. Dispute Resolution - The Parties agree to submit any and all claims arising out of this Agreement to binding arbitration at the location closest to
TuffWrap's main office with each party bearing its own costs and sharing equally the cost of an arbitration forum in accordance with the Construction
Industry Arbitration Rules of the American Arbitration Association and that judgment upon an arbitration award under this section can be entered in and
enforced by any court having jurisdiction over the Parties.
23. Arm's Length Transaction - This contract Is the result of an arm's length negotiation between the parties. The parties agree that the original contract
terms and those added by Addendum will not be construed against the drafter.
24. Confidentiality - Customer agrees to keep all information about this Agreement and TuffWrap's methods and processes confidential and will not
disclose any such information to third parties except as necessary to fulfill the obligations of this Agreement or an order of court. Customer agrees that
this confidentiality agreement shall survive the termination or natural end of this Agreement and that this obligation can be enforced by injunction without
the need to prove damages or post bond.
25. Complete Agreement - This document (Agreement) is the entire understanding and agreement between the parties regarding this subject matter.
All negotiations between the parties, including written change orders signed by TuffWrap, are merged into this Agreement. There are no representations,
warranties, covenants, understandings, or agreements, oral or otherwise, in relation to this subject matter other than those incorporated into this
document. if other documents have been included in the Agreement between the Parties by a subsequent, concurrent, or previous written agreernent,
the Parties agree that this document is integrated as a contract document regardless of any language to the contrary in Customers acceptance and/or
other documents between the Parties. If Customer desires that TuffWrap be limited or obligated by the terms of an agreement between Customer and
others, this proposal shall be construed as a formal request for a copy of any and all such agreements prior to TuffWrap's acceptance, in writing only, of
any terms that are different or additional from those stated herein. TuffWrap shall not be bound by the terms of documents not provided to TuffWrap for
review prior to Customer's acceptance of this offer and rejects any and all terms that are different or additional regardless of how this document is
referenced in and/or how such different or additional terms are stated in Customer's acceptance of this offer.
26. Choice of Law - This Agreement is governed by the laws of the Commonwealth of Pennsylvania,
Wendy Jansons
Authorized Representative of TuffWrap'. Date:
Authorized Representative of Customer Date:
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