“Project” shall mean the [insert project description here, including name of project, location of project, other descriptors which will be helpful to identify it]
“Contractor” shall mean the General Contractor on the Project, [GC / Prime Contractor Name here]
“Proposal” shall mean the specific bid document submitted with respect to the Project, dated [insert date here] including these Terms and Conditions.
“Work” shall mean the scope of work described in the Proposal.
“Price” shall mean the price to complete the Work, which is based upon a [cost plus / cost plus with GMP / lump sum / etc.] fee arrangement.
“Time” shall mean the amount of calendar days that Sightline proposes it can complete the Work for the Price, subject to the conditions and limitations contained herein.
“Extra Work” shall mean any work that is not included in the Work described in the Proposal or which is contained on design documents not expressly listed herein.
“Mark-Up” shall mean the amount of overhead and profit that Sightline has included in the Price of the Proposal and shall be entitled to include in any estimates, proposals, bids, change order requests, invoices, payment applications, and/or documents related to the performance of Extra Work.
B. Contract Exclusions and Qualifications
Bid Documents. The Proposal, including the price of the Work and all other terms and conditions submitted therewith, is based entirely upon the plans and specifications provided to Sightline as of the date of the Proposal. Unless otherwise agreed in writing, the price and Work included in the Proposal is based upon the following plans, specifications, and other design documents provided to Sightline Expiration of Proposal. The Work and Price of the Work described in the Proposal is for the Project only and is valid for 30 calendar days.
Price. The Price included in this Proposal cannot be guaranteed if it is not accepted on or before the expiration of the time limitation noted in the previous paragraph.
Events Impacting Price. Sightline does not guarantee the Price in the event that the following occurs:
(1) disruption of the sequence of Sightline’s work; (2) improper sequencing of other work of the Project which impacts Sightline’s proposed Schedule contained in the Proposal; (3) events which are outside of Sightline’s control such as labor union strikes, acts of God, pandemics/epidemics, war, riot, civil unrest, or tax/tariff changes, which may impact the cost of materials and which are not in effect prior to the time of this Proposal, and the like; (4) the requirement to complete any Extra Work, arising from any cause, including but not limited to the directions of any applicable Authority Having Jurisdiction (“AHJ”), design or schedule changes directed by the Contractor or Owner for the Project, inspection delays, and workmanship issues for which Sightline has no responsibility.
The Price does not include any overtime or other accelerated schedule. Acceptance of the Proposal includes Contractor’s acknowledgement that Sightline’s workers are union workers who must be paid certain rates and who are entitled to other benefits. These standard labor costs are built into the Price. Contractor acknowledges that required overtime or acceleration of the Schedule may impact the Price included in the Proposal.
Right to Audit. If the Price is based upon either a cost-plus fee or a time and material arrangement, Contractor shall have the right to audit the costs of the Work upon written, reasonable request. If the Price is based upon any other price arrangement, Contractor shall have no audit rights. This Right to Audit applies to any Extra Work performed on a time and material basis or bid on a cost-plus fee price arrangement.
Time. The Time to complete the Work shall be _____.
Sightline makes no guarantee that the Work can be completed within the Time proposed if the Proposal is not accepted within the time limitations noted in paragraph 2, above.
Completion of the Work within the Time and for the Price stated in the Proposal is contingent upon Contractor providing a Schedule which Sightline agrees is sufficient to allow for the most efficient completion of the Work and which Contractor sufficiently manages, including ensuring the proper completion of all predecessor activities in a good and workmanlike manner. In the event that these contingencies are not met, Sightline does not guarantee performance of the Work in the Time or for the Price contained in the Proposal.
Sightline reserves all rights to submit claims for delay based upon Contractor’s failure to maintain the agreed upon Schedule and for the delay caused to the Schedule by any predecessor activity which is scheduled to occur prior to performance of any part of Sightline’s Work. Delay claims shall not be precluded by the failure of Sightline or Contractor to use a CPM method of scheduling or time impact analysis.
Labor.
Acceptance of this Proposal also constitutes affirmation by the Contractor that it a properly licensed Contractor who is permitted to hire union subcontractors such as Sightline.
Sightline’s Labor Rates are included within the Proposal and are subject to change in the event that Sightline is required to perform Extra Work for the Project.
Safety Protocols and Shared Equipment. The Proposal is based upon the Contractor’s implementation of the appropriate safety protocols and Sightline’s use of certain Contractor-supplied equipment and temporary storage facilities such as dumpsters, trailers, at no cost to Sightline.
Extra Work. If any Extra Work is directed, the labor rates and pricing included with the Proposal may not be equivalent to that submitted with the Proposal.
Sightline shall be entitled to include a [15%] Mark-Up on any billings related to Extra Work performed on the Project.
If the price of such Extra Work is unable to be determined prior to performance of the Extra Work, Sightline shall track all such Extra Work on a Time and Material Basis, including Mark-Up, and bill Contractor for the same upon verification of completion of the Extra Work.
Exclusions. The Proposal does not include the following, which, if Sightline is required to provide, will be billed in an amount in excess of the Price:
Permit fees, layout, third-party testing or inspections, temporary power, certain scopes, etc., as applicable
Unless specifically described in the Work description contained in the Proposal, Sightlines shall not be providing any design documents related to the Scope of Work contained in the Proposal, including shop drawings, nor does Sightlines make any guaranties as to the sufficiency of the design documents upon which the Proposal is based and which are listed above, in paragraph 1 of this section. To the extent any shop drawings are part of the Work, such drawings are based upon the plans and specifications provided and listed above, in paragraph 1 of this section. The Price and Work contained in the Proposal are based upon the material specifications provided. In the event that no material specification is provided, the Price includes standard material which Sightline believes to be most appropriate and cost-effective to use for completion of the Work. In the event that a different material is requested or required, which is not included within the specifications upon which the Proposal is based, Sightline makes no guarantees as to the price of such materials.
C. Insurance and Indemnity
Sightline Insurance Coverages. Sightline maintains the following coverages, in accordance with applicable law: [Forthcoming worker’s comp, GC liability, other insurance Sightline carries]
Indemnification.
Only to the extent that Sightline has been paid by Contractor for the Work, Sightline shall protect Contractor from all liens for labor performed, materials supplied or used by Sightline and/or any other person in connection with the Work undertaken by Sightline in accordance with this Proposal, and shall immediately cause to be released and discharged any lien or attachment or encumbrance recorded on the Project Property, imposed by any lower-tiered subcontractor or supplier, performing part of the Work. Such release may be completed by virtue of payment to the lower-tiered subcontractor, or, if Sightline disputes that payment is due to the lower-tiered subcontractor, by the recordation of a mechanics lien release bond in accordance with NRS 108.2415(1). Sightline shall also indemnify and hold Contractor harmless from any claim, damage, or other injury arising from the negligent act, error, or omission in the performance of the Work for which Sightline is responsible.
Contractor agrees to hold Sightline harmless and defend Sightline against any claim, damage, or other injury arising from any interference with the Work by other trade contractor, failure to protect the Work during times of delay, or other act, error, omission, for which Contractor is legally responsible.
Bonds. Unless otherwise agreed, Sightline [shall / shall not] provide a performance / payment bond related to its Work on the Project. Sightline maintains a License Bond as required by the NSCB, issued by [surety], Bond Number [XXXXX].
D. Other Terms and Conditions
Payment Terms: The Proposal, including the Price and the Time proposed therein, are contingent upon receipt of regular payment in response to Sightline’s Payment Applications pursuant to the agreed upon Payment Schedule, compliance with NRS 624.624 et seq., and timely response to Change Order Requests, if applicable. Retention shall not exceed 5% and shall not be withheld for any reason that is not articulated within NRS 624.624(2) and shall only be withheld if Contractor complies with NRS 624.624(3).
Payment Applications shall be considered submitted for purposes of NRS 624.624 and this Proposal to Contractor once executed by Sightline and delivered to Contractor by any practical method, including email, personal delivery, facsimile, or mail.
To the extent that Contractor believes that any Payment Application submitted by Sightline is incomplete, Contractor shall notify Sightline within 10 days of receipt of the same and provide a detailed list of all deficiencies contained therein, in writing, in accordance with NRS 624.624(3)-(4).
Failure of Contractor to provide a list of deficiencies in accordance with the previous paragraph shall constitute a waiver of the same as a basis to withhold full or partial payment of the submitted Payment Application.
Other than Conditional Waiver and Releases in the format provided in NRS 108.2457(5)(a) or (5)(c) which match the submitted, unpaid payment application, and Unconditional Waiver and Releases in the format provided in NRS 108.2457(5)(b) or (5)(d) for payments previously made, payment to Sightline shall not be contingent upon providing any Conditional or Unconditional Waiver and Release form contained in NRS 108.2457 or any other waiver or release of any right contained in NRS Chapter 108 or NRS Chapter 624.
In the event that Contractor fails to pay Sightline in accordance with the agreed upon Payment Schedule and/or violates any right or fails to adhere to any obligation contained in NRS 624.624 et seq., Sightline reserves the right to stop work in accordance with the same.
Change Order Requests and Extra Work: As provided in NRS 624.626(3), upon the receipt of a written change order request for Extra Work by Sightline, Contractor shall have 30 days to reject or approve the change order as proposed. If Contractor fails to respond to a written change order within 30 days of receipt, Sightline shall be entitled to an increase in the scope of the Work, the Price of the Work, and the Time of the Work, as applicable, in accordance with the submitted change order request. For purposes of this paragraph, a written change order request need not be in any specific format but shall be considered a written submission if the request is: (1) in writing; and (2) contains a price and scope of the Extra Work performed or to be performed. Payment Applications or Invoices shall constitute a written change order request.
Required Disclosures. Contractor represents and warrants that it has provided the Owner with all Disclosures required by NRS 108.246, NRS 624.600 et seq., and other applicable law. Within 31 days of the first date that Sightline provides any of the Work, Sightline shall serve Contractor, the Project Owner, and any other interested parties with a Notice of Right to Lien in the format proscribed in NRS 108.245 and served by the method proscribed therein. Contractor should expect that Sightline’s material suppliers and sub-subcontractors will send a similar notice.
Representations. In submitting this Proposal, Sightline represents and warrants that it is a duly formed and validly existing limited liability company in good standing and is qualified to do business in the State of Nevada and is authorized by the Nevada State Contractor’s Board to bid for, contract, and complete the Work for the Price included in the Proposal. In accepting this Proposal, Contractor represents and warrants that it is a duly formed and validly existing company in good standing and is qualified to do business in the State of Nevada and is authorized by the Nevada State Contractor’s Board to bid for, contract, and complete the Project, and specifically to subcontract for Sightline’s performance of the Work. Contractor also represents and warrants that it has the authority from the Owner of the Project to direct the Work and enter into an agreement for performance thereof by Sightline.
Warranties. Sightline warranties its work for a period of 1 years after completion. Warranties are provided upon full and final payment of the agreed upon Price of the Work, including any Extra Work.
Permits. Contractor agrees that it shall be solely responsible for obtaining all required Permits or other items required by the applicable AHJ prior to Sightline’s performance of the Work.
Labor Agreements; Equal Opportunity Employer. Sightline shall execute in its own name, and not as agent for Contractor, any labor agreements or labor contracts affecting Sightline’s employees. Sightline shall fully comply with all applicable laws and regulations having to do with workers’ compensation, social security, unemployment insurance, non-discrimination, disabilities, legal immigration status, hours of labor, right-to-work and union shop laws, wages and hours, OSHA and working conditions, and other employer-employee related matters, shall file all required reports and forms, and shall keep all appropriate documentation, books and records pertaining to them. Sightline represents, warrants and agrees that while this Contract is in effect, Sightline: (a) shall be an equal opportunity employer as described in Section 202 of the Presidential Executive Order 11246, dated September 24, 1965; (b) shall not discriminate against any employee or applicant for employment because of race, color, religion, sex, national origin or other legally protected classification; and (c) shall take affirmative action to ensure that employees are treated during their employment without discrimination based on any of the foregoing classifications.
Reservation of Rights. Sightline reserves all rights to which it is entitled under Nevada law related to additional compensation for delay, including but not limited to NRS 108.2453, NRS 108.2457, NRS 624.630, and other applicable law. Sightline also reserves the right to enforce all Contractor’s obligations contained in any of the aforementioned statutes or other applicable laws.
Severability. To the extent any of the Terms and Conditions contained herein are deemed to violate Nevada or other applicable law, such terms and conditions shall be considered severed and voided from the Proposal without impact upon any other terms and conditions contained herein. Any revisions to these Terms and Conditions must be agreed upon by both Sightline and Contractor. Unilateral striking, revision, or other amendment to these terms shall not constitute a binding or accepted modification.
Relationship with Contractor. Sightline acknowledges that Contractor, by accepting the Proposal, is trusting Sightline’s expertise with respect to the Work and its most efficient management, supervision, and execution of the Work. However, Contractor acknowledges that nothing in this paragraph or in any other part of the Proposal or these Terms and Conditions shall establish a fiduciary or other special relationship between Sightline and Contractor.
Default. In the event that Contractor deems Sightline to be in default of its obligations contained in the Proposal, including these Terms and Conditions, Contractor shall provide written notice to Sightline of such acts which Contractor contends constitute default and provide Sightline an opportunity to cure such default within 10 days of receipt of such notice.
Dispute Resolution. In the event that Sightline and Contractor have a dispute about the performance of the Proposal, including payment and notice issues, the enforceability of the terms herein, or other related dispute, Sightline and Contractor agree to participate in binding arbitration through Judicial Arbitration and Mediation Services (“JAMS”) in accordance with the JAMS Construction Mediation and Arbitration Rules. The prevailing party shall be entitled to collection of its reasonably incurred attorneys’ fees and costs of Arbitration. In the event that a mechanic’s lien is recorded and enforced, such mechanic’s lien shall be foreclosed upon in a court of appropriate jurisdiction and stayed pending Mediation and/or Arbitration, in accordance with NRS 108.238. If the Parties are deemed to have waived this agreement to Arbitrate by any court of law, the prevailing party to any litigation shall be entitled to collection of reasonably incurred attorneys’ fees and costs. The Parties acknowledge that binding arbitration impacts the right of the non-prevailing party to appeal any determination made by an Arbitrator.