N.E.R.C.A. 92nd Annual Convention and Trade Show Seaport World Trade Center Boston, Massachusetts March 28, 2018

Hendrick, Phillips, Salzman & Siegel, P.C. Contract Documents Every Roofing Contractor Should Develop and Use Every Day Presented by Stephen M. Phillips, Esq. Hendrick, Phillips, Salzman & Siegel, P.C. Stephen M. Phillips, Esq. Hendrick, Phillips, Salzman & Siegel, P.C. 230 Peachtree Street, Suite 2500 Atlanta, Georgia 30303 smp@hpsslaw.com (404) 522-1410 © 2018 – Hendrick, Phillips, Salzman & Siegel, P.C.

Five Documents Every Roofing Contractor Should Develop and Utilize Proposal/Contract Warranty Purchase Order Subcontract Invoice

I. Proposal/Contract Form Role of contractor vs. architect, engineer or designer Building Codes Deck – structural integrity Deck – deck construction Acceptance of Deck Concrete Decks Condensation and Drainage Availability of Site Deck openings Existing Conditions Material references Interest and collection costs Right to Stop Work Insurance carried by roofing contractor

Proposal/Contract Form Insurance – builder’s risk Insurance – additional insured Insurance – Claims not grounds for withholding payment Interior protection Interior protection - tenants Loss of Fireproofing Deck repairs Damage to roofing contractor’s work Delays Roof projections Asbestos and toxic materials Fumes and Emissions

Proposal/Contract Form Tolerances Wind loads or uplift pressures Safety – power lines Safety – electrical conduit Safety – cell towers Power disruption Material cost escalation Warranty Mold Oil-canning Backcharges Dispute resolution

Nature of Work Roofing Contractor shall furnish the labor and material necessary to perform the work described herein or in the referenced contract documents. Roofing Contractor does not provide design, engineering, consulting or architectural services. It is the Owner’s responsibility to retain a licensed architect or engineer to determine proper design and code compliance, including a determination as to whether and what type of a vapor or air retarder is needed. © 2018 – Hendrick, Phillips, Salzman & Siegel, P.C.

Building Codes If plans, specifications or other design documents have been furnished to Roofing Contractor, Customer warrants that they are sufficient and conform to all applicable laws and building codes. Roofing Contractor is not responsible for loss, damage or expense due to defects in plans or specifications or building code violations unless such damage results from a deviation by Roofing Contractor from what is specified. © 2018 – Hendrick, Phillips, Salzman & Siegel, P.C.

DECK – Structural Integrity Customer warrants that structures on which Contractor is to work are in sound condition and capable of withstanding roofing construction, equipment and operations. © 2018 – Hendrick, Phillips, Salzman & Siegel, P.C.

DECK – Deck Construction Roofing Contractor is not responsible for the construction, structural sufficiency, undulations, durability, fastening, moisture content, suitability, or physical properties of the roof deck or other trades’ work or design. Roofing Contractor is not responsible to test or assess moisture content of the deck or substrate. © 2018 – Hendrick, Phillips, Salzman & Siegel, P.C.

DECK – Accept Surface Roofing Contractor’s commencement of the roof installation indicates only that Roofing Contractor has visually inspected the surface of the roof deck for visible defects or deficiencies, and has accepted the surface of the roof deck. © 2018 – Hendrick, Phillips, Salzman & Siegel, P.C.

Condensation and Drainage Roofing Contractor is not responsible for condensation, moisture migration from the building interior or other building components, location or size of roof drains, adequacy of drainage or ponding on the roof due to deck or structural conditions. © 2018 – Hendrick, Phillips, Salzman & Siegel, P.C.

CONCRETE DECKS Roofing contractor is not responsible for the effects on the roofing materials of residual moisture in concrete decks. Roofing contractor recommends that roofing not commence until probes in concrete decks show that moisture content is no greater than 75% RH. Roofing contractor is not responsible for adhesion when surfactants or curing agents are used. © 2018 – Hendrick, Phillips, Salzman & Siegel, P.C.

Availability of Site Roofing Contractor shall be provided with direct access to the work site for the passage of trucks and materials and direct access to the roof. Roofing Contractor shall not be required to begin work until underlying areas are ready and acceptable to receive Roofing Contractor’s work and sufficient areas of roof deck are clear and available and free from water, snow or debris to allow for continuous full operation. The expense of any extra trips by Roofing Contractor to and from the job as a result of the job not being ready for the Work after Roofing Contractor has been notified to proceed will be charged as an extra. © 2018 – Hendrick, Phillips, Salzman & Siegel, P.C.

Deck Openings General Contractor will require all trades making openings in the deck or roof to cover, secure and label all openings at the time the opening is made in accordance with applicable OSHA regulations. When General Contractor notifies Subcontractor to proceed with roofing, General Contractor shall see that the roof deck that is free and clear of all debris, all openings have been properly covered, secured and labeled and the deck is ready and suitable to receive roofing materials. © 2018 – Hendrick, Phillips, Salzman & Siegel, P.C.

Existing Conditions Roofing Contractor is not responsible for leakage through the existing roof or other areas of the roof that have not yet been reroofed by Roofing Contractor. © 2018 – Hendrick, Phillips, Salzman & Siegel, P.C.

Material References Roofing Contractor is not responsible for the actual verification of technical specifications of product manufacturers; i.e., R-value or ASTM or UL compliance, but rather the materials used are represented as such by the material manufacturer. © 2018 – Hendrick, Phillips, Salzman & Siegel, P.C.

Interest & Collection Costs All sums not paid when due shall earn interest at the rate of 1-1/2% per month. Roofing Contractor shall be entitled to recover from Customer all costs of collection incurred by Roofing Contractor, including attorney's fees, resulting from Customer's failure to make proper payment when due. Roofing Contractor’s entitlement to payment is not dependent upon criteria promulgated by Factory Mutual Global, including wind uplift testing. © 2018 – Hendrick, Phillips, Salzman & Siegel, P.C.

Right to Stop Work The failure of Customer to make proper payment to Roofing Contractor when due shall, in addition to all other rights, constitute a material breach of contract and shall entitle Roofing Contractor, at its discretion, to suspend all work and shipments, including furnishing warranty, until full payment is made. The time period in which Roofing Contractor shall perform the work shall be extended for a period equal to the period during which the Work was suspended, and the contract sum to be paid Roofing Contractor shall be increased by the amount of Roofing Contractor’s reasonable costs of shut-down, delay and start-up. © 2018 – Hendrick, Phillips, Salzman & Siegel, P.C.

Insurance Carried by Roofing Contractor Roofing Contractor shall carry worker's compensation, automobile and commercial general liability (bodily injury and property damage) insurance. Roofing Contractor will furnish a Certificate of Insurance, evidencing the types and amounts of its coverages, upon request. © 2018 – Hendrick, Phillips, Salzman & Siegel, P.C.

Insurance – Builder’s Risk Customer shall purchase and maintain builder's risk and property insurance, including the labor and materials furnished by Roofing Contractor, covering fire, wind storm, extended coverage, malicious mischief, vandalism and theft on the premises to protect against loss or damage to material and equipment and partially completed work until the job is completed and accepted. © 2018 – Hendrick, Phillips, Salzman & Siegel, P.C.

Additional Insured If Customer requires and Roofing Contractor agrees to name Customer or others as additional insureds on Roofing Contractor’s liability insurance policy, Customer and Roofing Contractor agree that the naming of Customer or others as additional insureds is intended to apply to claims made against the additional insured to the extent the claim is due to the negligence of Roofing Contractor and is not intended to make Roofing Contractor’s insurer liable for claims that are due to the fault of the additional insured. © 2018 – Hendrick, Phillips, Salzman & Siegel, P.C.

Insurance – Claims Not Grounds for Withholding Payment Moneys owed to Roofing Contractor shall not be withheld by reason of any damage or claim against Roofing Contractor covered by liability or property damage insurance maintained by Roofing Contractor or claims covered under builder’s risk insurance. © 2018 – Hendrick, Phillips, Salzman & Siegel, P.C.

Interior Protection Customer acknowledges that re-roofing of an existing building may cause disturbance, dust, debris or fireproofing to fall into the interior. Customer agrees to remove or protect property directly below the roof in order to minimize potential interior damage. Roofing contractor shall not be responsible for disturbance, damage, clean up or loss to interior property that Customer did not remove or protect prior to commencement of roofing operations. © 2018 – Hendrick, Phillips, Salzman & Siegel, P.C.

Interior Protection - Tenants Customer shall notify tenants of re-roofing and the need to provide protection underneath areas being re-roofed. Customer agrees to hold Roofing Contractor harmless from claims of tenants who were not so notified and did not provide protection. © 2018 – Hendrick, Phillips, Salzman & Siegel, P.C.

Loss of Fireproofing Customer acknowledges that re-roofing of an existing building may cause sprayed-on fireproofing to become dislodged from the underside of the deck and fall into the interior. Roofing contractor shall not be responsible for disturbance, damage, clean up or loss of fireproofing, dust or debris falling into the building. © 2018 – Hendrick, Phillips, Salzman & Siegel, P.C.

Deck Repairs Any work required to replace rotten or missing wood or deteriorated decking shall be done on a labor and material or unit price basis as an extra unless specifically included in the scope of work. © 2018 – Hendrick, Phillips, Salzman & Siegel, P.C.

Damage to Roofing Contractor’s Work Roofing Contractor will not be responsible for damage done to Roofing Contractor’s work by others, including damage to temporary tie-offs. Any repairing of the same by Roofing Contractor will be charged as an extra. © 2018 – Hendrick, Phillips, Salzman & Siegel, P.C.

Delays Roofing Contractor shall not be liable for liquidated or delay damages due to a delay in completion of the Project unless the delay was due to the fault of Roofing Contractor. © 2018 – Hendrick, Phillips, Salzman & Siegel, P.C.

Delays Roofing Contractor shall not be responsible for loss, damage or delay caused by circumstances beyond its reasonable control, including but not limited to acts of God, accidents, snow, fire, weather, vandalism, regulation, strikes, jurisdictional disputes, failure or delay of transportation, shortage of or inability to obtain materials, equipment or labor. In the event of these occurrences, Roofing Contractor’s time for performance under this proposal shall be extended for a time sufficient to permit completion of the Work. © 2018 – Hendrick, Phillips, Salzman & Siegel, P.C.

Roof Projections Roofing Contractor will flash roof projections that are in place prior to installation of roofing or shown on the architectural plans provided to Roofing Contractor. Penetrations not shown on the plans provided to Roofing Contractor prior to submittal of this proposal or required after installation of roofing shall be considered an order for extra work, and Roofing Contractor shall be compensated at its customary time and material rates for additional expense resulting from additional penetrations. © 2018 – Hendrick, Phillips, Salzman & Siegel, P.C.

Asbestos and Toxic Materials This proposal is based on Roofing Contractor’s not coming into contact with asbestos-containing or toxic materials (“ACM”). Roofing Contractor is not responsible for expenses, claims or damages arising out of the presence, disturbance or removal of ACM. Roofing Contractor shall be compensated for additional expenses resulting from the presence of ACM. Customer agrees to indemnify Roofing Contractor from and against any liability, damages, losses, claims, demands or citations arising out of the presence of ACM. © 2018 – Hendrick, Phillips, Salzman & Siegel, P.C.

FUMES AND EMISSIONS Customer acknowledges that odors and emissions from roofing products will be released as part of the roofing operations to be performed by Contractor. Customer shall be responsible for interior air quality, including controlling mechanical equipment, HVAC units, intake vents, wall vents, windows, doors and other openings to prevent fumes and odors from entering the building. © 2018 – Hendrick, Phillips, Salzman & Siegel, P.C.

FUMES AND EMISSIONS Customer is aware that roofing products emit fumes, vapors and odors during the application process. Some people are more sensitive to these emissions than others. Customer shall hold Contractor harmless from claims from third parties relating to fumes and odors that are emitted during the normal roofing process. © 2018 – Hendrick, Phillips, Salzman & Siegel, P.C.

Tolerances All labor and materials shall be furnished in accordance with normal industry standards and industry tolerances for uniformity, color, variation, thickness, size, weight, finish and texture. Specified quantities are intended to represent an average over the entire roof area. © 2018 – Hendrick, Phillips, Salzman & Siegel, P.C.

Wind Loads or Uplift Pressures Design Professional is responsible to design the work to be in compliance with applicable codes and regulations and to specify or show the work that is to be performed. Roofing Contractor is not responsible for design, including calculation or verification of wind-load design. To the extent minimum wind loads or uplift pressures are required, Roofing Contractor’s proposal is based solely on manufacturer’s printed test results. Roofing Contractor itself makes no representation regarding wind uplift capacity and assumes no liability for wind uplift. © 2018 – Hendrick, Phillips, Salzman & Siegel, P.C.

Safety – power lines Owner warrants there will be no live power lines on or near the roof servicing the building where Roofing Contractor will be working and that Owner will turn off any such power supplies to avoid an electrocution risk to Roofing Contractor's employees. © 2018 – Hendrick, Phillips, Salzman & Siegel, P.C.

Safety – electrical conduit Roofing Contractor's price is based upon there not being electrical conduit or other materials embedded within the roof assembly or attached directly to the underside or topside of the roof deck upon which Roofing Contractor will be installing the new roof. Owner will indemnify Roofing Contractor from personal injury and other claims and expenses if Owner fails to turn-off power so as to avoid injury to Roofing Contractor's personnel or resulting from the presence of concealed electrical conduit and live electrical power. © 2018 – Hendrick, Phillips, Salzman & Siegel, P.C.

Safety – cell towers Owner shall shut down roof located electronic equipment that emits or receives radio frequency waves when Roofing Contractor is working on the roof so that roofing personnel will not be subject to radio frequency waves or electromagnetic radiation while working on the roof and shall indemnify and hold Roofing Contractor and its personnel harmless from any personal injury claims resulting from a failure by Owner to do so. © 2018 – Hendrick, Phillips, Salzman & Siegel, P.C.

Safety – safety of others Roofing Contractor is not responsible for the safety of persons on the roof other than its own employees. Owner and general contractor agree to indemnify and hold Roofing Contractor harmless, including attorney’s fees, from claims for personal injury by persons or entities whom owner or general contractor have allowed or authorized to be on the roof, including from use of Roofing Contractor’s ladders. © 2018 – Hendrick, Phillips, Salzman & Siegel, P.C.

Power Disruption Roofing Contractor is not responsible for costs of repair or damages, including disruption of service, resulting from damage to undisclosed or concealed electrical or other utility lines. © 2018 – Hendrick, Phillips, Salzman & Siegel, P.C.

Material Cost Escalation Steel products, asphalt, polyisocyanurate and other roofing products are sometimes subject to unusual price volatility due to conditions that are beyond the control or anticipation of Roofing Contractor. If there is a substantial increase in these or other roofing products between the date of this proposal and the time when the work is performed, the amount of the contract may be increased to reflect the additional cost to Roofing Contractor upon submittal of written documentation and advance notice. © 2018 – Hendrick, Phillips, Salzman & Siegel, P.C.

Warranty Roofing Contractor's work will be warranted by Roofing Contractor in accordance with its standard warranty, which is made a part of this proposal and contract and incorporated by reference. A facsimile of Roofing Contractor's standard warranty is attached or, if not, will be furnished upon request. Roofing Contractor SHALL NOT BE LIABLE FOR SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES. The acceptance of this proposal by the Customer signifies his agreement that this warranty shall be and is the exclusive remedy against Roofing Contractor. © 2018 – Hendrick, Phillips, Salzman & Siegel, P.C.

Warranty – material warranty A manufacturer's warranty shall be furnished to Customer if a manufacturer's warranty is called for on the face of this proposal. It is expressly agreed that in the event of alleged defects in the materials furnished pursuant to this contract, Customer shall have recourse only against the manufacturer of such material. © 2018 – Hendrick, Phillips, Salzman & Siegel, P.C.

Mold Roofing Contractor and Owner are committed to acting promptly so that roof leaks are not a source of potential interior mold growth. Roofing contractor is not responsible for mold. Owner will make periodic inspections for signs of water intrusion and act promptly including prompt notice to Roofing Contractor if Owner believes there are roof leaks, to correct the condition. The Owner is responsible for monitoring any leak areas and for indoor air quality. Roofing Contractor is not responsible for indoor air quality. Owner shall hold harmless and indemnify Roofing Contractor from claims due to indoor air quality and resulting from a failure by Owner to maintain the building in a manner to avoid growth of mold. Customer agrees to indemnify and hold harmless Roofing Contractor from claims brought by tenants and third parties arising from mold growth. © 2018 – Hendrick, Phillips, Salzman & Siegel, P.C.

Oil-canning Metal roofing and especially lengthy flat-span sheet-metal panels often will exhibit waviness, commonly referred to as “oil-canning.” The degree of oil-canning and the appearance of the panels will vary depending on factors such as the length and color of panels, alloy, gauge, galvanizing process, substrate condition, and exposure to sunlight. Oil-canning pertains to aesthetics and not the performance of the panels and is not controlled by Roofing Contractor. The type of metal roofing panels specified can affect the degree of oil-canning. Roofing Contractor is not responsible for oil-canning or aesthetics. Oil-canning shall not be grounds to withhold payment or reject panels of the type specified. © 2018 – Hendrick, Phillips, Salzman & Siegel, P.C.

Backcharges No backcharges or claims for payment of services rendered or materials and equipment furnished by Customer to Roofing Contractor shall be valid unless previously authorized in writing by Roofing Contractor and unless written notice is given to Roofing Contractor within five (5) days of the event, act or omission which is the basis of the backcharge. © 2018 – Hendrick, Phillips, Salzman & Siegel, P.C.

DISPUTE RESOLUTION - Mediation If a dispute shall arise between Contractor and Customer with respect to any matters or questions arising out of or relating to this Agreement or the breach thereof, Contractor and Customer will seek to mediate the dispute. © 2018 – Hendrick, Phillips, Salzman & Siegel, P.C.

DISPUTE RESOLUTION - Arbitration If mediation is not successful, arbitration shall be administered by and conducted in accordance with the American Arbitration Association unless the parties mutually agree otherwise. This Agreement to arbitrate shall be specifically enforceable under the prevailing arbitration law. The award rendered by the arbitrators shall be final, and judgment may be entered upon it in any Court having jurisdiction thereof. © 2018 – Hendrick, Phillips, Salzman & Siegel, P.C.

Dispute Resolution – Statute of Limitations Any legal claim against Contractor alleging any breach of this contract or negligence by Contractor must be initiated no later than two (2) years after Contractor performed the roofing installation covered by this contract. © 2018 – Hendrick, Phillips, Salzman & Siegel, P.C.

II. Residential and Commercial Warranty Forms Separate forms for residential and commercial Obligation to fix leaks due to defects in workmanship that occur during the warranty term. Sole and exclusive remedy Written notice of claim of breach Exclusion of interior damages Mold exclusion Arbitration Built-in statute of limitations

Coverage: Repair Leaks Due to Defects in Workmanship XYZ Roofing hereby warrants, subject to the terms and conditions set forth herein, that for a period of years from the date of completion, XYZ Roofing will, free of charge to the Owner, make repairs to leaks in the roof membrane and membrane flashing installed by XYZ Roofing resulting from defects in workmanship applied by or through XYZ Roofing. XYZ Roofing shall, within the warranty period and during normal working hours, inspect and furnish the labor and materials to repair leaks covered under this Warranty at no cost to Owner. © 2018 – Hendrick, Phillips, Salzman & Siegel, P.C.

Work Done by Others On Roof After Issuance of Warranty No work shall be done on said roof, including, but without limitation, openings made for flues, vents, drains, sign braces, railings, or other equipment fastened to or set on the roof, and no repairs or alterations shall be made to the roof, unless XYZ Roofing shall first be notified and be given the opportunity, at the expense of the Owner, to make the necessary roofing application thereto. Failure to observe this condition shall render this Warranty null and void with respect to any area of the roof affected thereby. © 2018 – Hendrick, Phillips, Salzman & Siegel, P.C.

Disclaimer of Liability for Interior Damages Nothing in this Warranty shall render XYZ Roofing liable in any respect for any damage to the Owner's building, or any components or contents thereof, or interruption of any business conducted in the building. Owner should inspect ceilings and overhangs periodically for signs of leakage. © 2018 – Hendrick, Phillips, Salzman & Siegel, P.C.

Non-transferable This Warranty is intended solely for the benefit of the Owner named above and is not transferable or assignable by the Owner without the express written consent of XYZ Roofing. © 2018 – Hendrick, Phillips, Salzman & Siegel, P.C.

Warranty Not Effective Unless All Bills Paid This Warranty shall not be effective unless XYZ Roofing has received full payment for installation, repairs, or service in connection with the roofing system covered by this Warranty. If XYZ Roofing is called upon to investigate a reported leak and the condition is determined not to be covered under this warranty, Owner will compensate XYZ Roofing for repairs, if any, and time expended by XYZ Roofing. © 2018 – Hendrick, Phillips, Salzman & Siegel, P.C.

Sole and Exclusive Obligation XYZ Roofing's obligation to make repairs to leaks resulting from a deficiency in workmanship during the term of this Warranty is its sole and exclusive obligation to Owner and Owner's exclusive remedy against XYZ Roofing. This warranty is not a maintenance contract. Upon expiration of the warranty, XYZ Roofing shall have no further obligation. THIS WARRANTY IS GIVEN AND ACCEPTED IN LIEU OF ALL OTHER LIABILITY OR WARRANTIES ON THE PART OF XYZ ROOFING EXPRESS OR IMPLIED, IN FACT OR IN LAW. ALL IMPLIED WARRANTIES AND SPECIFICALLY THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE ARE EXPRESSLY EXCLUDED AND DISCLAIMED. © 2018 – Hendrick, Phillips, Salzman & Siegel, P.C.

Contractual Statute of Limitation and Arbitration Any claim alleging any breach of this Warranty or any other claim against XYZ Roofing shall be resolved through arbitration and must be initiated no later than two (2) years after completion of roof construction by XYZ Roofing. © 2018 – Hendrick, Phillips, Salzman & Siegel, P.C.

III. Purchase Order Form A. Indemnification due to defects in materials or services provided by the vendor B. Express reference to industry standards: ASTM

PURCHASE ORDER Vendor shall furnish all necessary materials and services for completion of the work identified in the scope section of this Purchase Order in accordance with the plans, specifications and addenda for the Project and the terms and conditions printed on the reverse side. All materials shall be new and in accordance with ASTM, UL, FM, applicable codes and industry standards applicable to such materials. SCOPE OF SERVICE AND/OR MATERIALS TO BE PROVIDED: © 2018 – Hendrick, Phillips, Salzman & Siegel, P.C.

Acceptance of Contract Acceptance of Contract. Acceptance of this contract is limited to the terms stated in this Purchase Order and any plans, specifications and exhibits referenced herein. Terms on Vendor's form which are additional to, inconsistent with or different from the provisions in this Purchase Order are objected to and rejected and shall be deemed a material alteration hereof. No changes or deviations will be effective unless this Purchase Order is modified in writing by an authorized representative of [Company Name]. © 2018 – Hendrick, Phillips, Salzman & Siegel, P.C.

Project Plans and Specifications Project Plans and Specifications. Vendor acknowledges that [Company Name] has entered into a contract with the Owner or a Contractor, identified on the face of this Purchase Order, for the construction of a portion of the Project also identified on the face hereof, and that the materials, equipment and/or services furnished hereunder are intended for use in connection with and/or for incorporation into the Project. Vendor hereby agrees that it is bound to [Company Name] in the same manner as [Company Name] is bound to the Owner or Contractor and that all terms and conditions of the contract for construction of the Project (i.e., the Contract Documents), including all guarantee and warranty requirements, apply to the Vendor insofar as applicable to the materials, equipment and services to be furnished by Vendor. All materials, equipment, services and warranties furnished hereunder shall be in compliance with Project plans, specifications, and Contract Documents and the contract between [Company Name] and the Owner or Contractor. © 2018 – Hendrick, Phillips, Salzman & Siegel, P.C.

Approval. Vendor and all goods and services furnished under this Purchase Order shall be subject to the approval of the Architect, Engineer, Contractor, Owner and [Company Name]. In the event approval is not obtained this Purchase Order may be cancelled by [Company Name]. © 2018 – Hendrick, Phillips, Salzman & Siegel, P.C.

Indemnification. Vendor shall indemnify and hold harmless [Company Name] from and against all claims, damages, losses and expenses, including attorney's fees, arising out of or resulting from any deficiencies in Vendor's materials, performance of its obligations hereunder, its Work or submittals. In the event of a claim against [Company Name] by any representative or employee of Vendor, anyone directly or indirectly employed by him or anyone for whose acts he may be liable, the indemnification obligation under this Paragraph 11 shall not be limited in any way by any limitation on the amount or type of damages, compensation or benefits payable under workers' compensation acts, disability benefit act or other employee benefit acts. © 2018 – Hendrick, Phillips, Salzman & Siegel, P.C.

IV. Subcontract Form Obligations of subcontractor should parallel obligations of contractor with respect to the scope of work to be performed by the subcontractor. Make reasonably comprehensive

Provisions to Have in Subcontract or Master Subcontract Agreement Scope of work Time for payment Incorporation of other contract documents (e.g. drawings and specifications) Indemnification Insurance, including additional insured Delays Supplementation of work force Termination

Provisions to Have in Subcontract or Master Subcontractor OSHA compliance Safety requirements I-9 compliance Warranty Joint checks Independent contractor Liens Dispute resolution

V. Invoice Include and calculate interest and recovery of attorneys’ fees if not paid timely.