Qualifications and Exclusions

  1. Labor shall be subject to standard commercial drug testing and background checks. Onsite safety procedures shall be per LCS’ Safety Manual, which is available for review.  LCS shall also conform with Owner’s safety programs.
  2. Temporary construction utilities (i.e. sanitary, water, power, telephone, etc.) are excluded.
  3. Delays caused by Owner or its agents are not the fault of Contractor and shall result in additional schedule time and general conditions and supervision costs.
  4. In the event Owner’s other contractors require access to the facility during the construction period, LCS shall reserve the right to evaluate cost and schedule impacts.
  5. The Owner shall be responsible for providing chemical lists and volumes for use in obtaining Fire Department or other agency approvals.
  6. Construction areas shall be left “broom clean” upon completion. Clean-up to final production or other use requirements shall be by Owner, including but not limited to stripping, sealing and waxing floors.
  7. Construction lay-down area for material storage shall be required adjacent to the work area.
  8. Craft and subcontractor parking shall be available on or adjacent to the site at no additional cost.
  9. Premium time for labor costs is excluded. Shift schedules which are adjusted for a week or more may not be considered as premium time.
  10. Prevailing wage or Davis Bacon type wage and benefit rates are excluded.
  11. Owner-furnished equipment and materials shall be provided in accordance with the construction schedule. Delays or “work-arounds” shall cause additional schedule time, general conditions and supervision costs and/or added construction costs as applicable.
  12. Builder’s risk insurance coverage is assumed to be provided by Owner.
  13. Code compliant signage shall be provided by LCS. Any additional building interior or exterior signage is excluded.
  14. LCS shall not be responsible for any costs or time delays associated with building department rejection of or requests for additional data on Owner’s equipment.
  15. Relocation and connection of Owner-furnished equipment is excluded.
  16. Seismic or code upgrades to existing piping and/or support systems for adjacent utilities are excluded.
  17. It is assumed that the engineered size and depth of the point of connection for waste lines is sufficient to achieve code required minimums.
  18. New, or modifications to, existing fire life safety monitoring, wiring or installations are excluded.
  19. Existing communications and/or data wiring is assumed to be clear of new construction and will not be re-routed or removed.
  20. All electrical circuits are assumed to be existing, and no new circuits are included.
  21. Deputy inspector or testing services, if any, shall be paid directly by the Owner.
  22. As the current U.S. Government administration continues its international trade negotiations and announces international trade tariffs, price fluctuations for raw materials, commodities, and assembled components and equipment are possible.  Any price increases resulting therefrom shall be the responsibility of the Owner.

Effective Date:  March, 2025

Terms and Conditions

1.0 THE SERVICES

  • 1.1 LCS shall provide Client the services described in the Description of Work (“Work”).
  • 1.2 LCS will use commercially reasonable efforts to commence the Services within ten (10) days of Client’s Notice to Proceed.

2.0 CONTRACTOR’S OBLIGATIONS

  • 2.1 Contractor shall perform the Work in a professional and workmanlike manner in accordance with industry standards.
  • 2.2 Contractor shall keep the Client regularly apprised of the progress of the Work.
  • 2.3 Contractor shall perform the Work as an independent contractor. Contractor shall be fully responsible for and have sole and exclusive direction and control of its employees, subcontractors and agents. Contractor shall timely pay all payroll taxes including without limitation Social Security, Unemployment and other withholding taxes as it relates to Contractor’s employees and shall keep all employment records with regard to its employees, as required by law.

3.0 OWNER’S RESPONSIBILITIES

  • 3.1 Client shall designate a representative, or representatives (collectively “Representative”), authorized to act on Client’s behalf with respect to the Work and the approval of any Change Order(s) or amendments to the Work. Representative shall promptly examine documents submitted to Client by Contractor and render decisions pertaining thereto so as to avoid delay in the orderly progress of the work.
  • 3.2 Client shall make all required payments to Contractor in a complete and timely manner.

4.0 INDEMNIFICATION

  • 4.1 Each party shall indemnify and hold the other party harmless, including such party’s agents and employees, against liability arising out of or resulting from such party’s performance of the Work. The indemnification obligations described in this Section 4.1 and otherwise pertaining to the Work shall be strictly limited to claims, damages, losses or expenses (1) that are attributable to bodily injury, sickness, disease or death, or to injury or destruction of tangible personal property that are a direct result of the acts of the other party; and (2) to the extent that such claims, damages, losses and expenses are caused in whole or in part by the grossly negligent acts or omissions of a party or such party’s sub-contractors, agents and employees or (3) relate to the payment of employment taxes or payment for services between the party and its employees.
  • 4.2 Neither Client nor Contractor shall have any liability to the other for consequential, special, incidental, punitive or indirect damages of any nature whatsoever, regardless of cause, including the negligence or strict liability of either Party.

5.0 INSURANCE

  • 5.1 Contractor shall purchase and maintain from a company authorized to do business in the state where the Work is located, the following types and amounts of insurance:
    • 5.1.1 Workers Compensation Insurance as required by the laws of the jurisdiction where the Services are performed.
    • 5.1.2 Commercial General Liability Insurance with a combined single limit of not less than One Million U.S. Dollars ($1,000,000) per occurrence and Two Million ($2,000,000) aggregate, covering liabilities for death and personal injury, loss of or damage to property, products and completed operations and contractual liability.
    • 5.1.3 Business Automobile Liability Insurance with a combined single limit of not less than One Million U.S. Dollars ($1,000,000), including coverage for non-owned and hired vehicles.
    • 5.1.4 Excess Liability coverage of Nine Million Dollars ($9,000,000) applicable to both General Comprehensive and Auto Liability coverage.
    • 5.1.5 Professional Liability/Errors and Omissions coverage of Two Million U.S. Dollars ($2,000,000).
  • 5.2 Upon request of Client, Contractor shall cause its insurers to furnish Client with current certificates of insurance certifying that the insurance required herein is in full force and effect.

6.0 CHANGES IN THE WORK

  • 6.1 After execution of an Agreement or a Scope of Work, changes to the requested Work may be accomplished by Change Order(s). The client, without invalidating an Agreement, may order changes in the Work within the general scope of an Agreement, including but not limited to additions, deletions or revisions to the scope of Work. The Compensation to Contractor and or time for completion of the Work shall be adjusted accordingly.
  • 6.2 A Change Order shall be a written order for a change to the work and shall specify the scope of the change and the adjustment in Compensation due to Contractor.

7.0 PAYMENTS TO CONTRACTOR

  • 7.1 Unless alternative payment terms are provided in the Scope of Work, Contractor will deliver an Invoice to Client on a monthly basis reflecting an amount equal to the Work performed within the billing period. The amount of the Invoice is determined by multiplying the total amount of Compensation (as specified in a Proposal – Scope of Work) for the Work, adjusted for any change orders, by the percentage of the Work completed within the billing period.
  • 7.2 Client will pay Contractor within thirty (30) days of receipt of a properly submitted monthly progress Invoice. All payments shall be made in U.S. Dollars.
  • 7.3 Contractor shall submit invoices at the address listed on a Proposal, unless otherwise specified.

8.0 COMPENSATION AND PAYMENT

  • 8.1 Contractor’s compensation for the Work performed, shall be the amount specified in the Scope of Work.
  • 8.2 Contractor shall be solely responsible for the payment of all costs incurred in connection with performing the Work, including Contractor’s overhead costs and all federal, state and local income taxes, property taxes, sales and use taxes, health and accident insurance, unemployment compensation, and all other costs, charges and assessments.

9.0 CONFIDENTIALITY

  • 9.1 Each Party understands that it may receive from the other party information which the discloser believes is non-public, confidential and trade secret information (“Confidential Information”). The discloser will mark such information as “confidential” to the fullest extent possible, and the recipient shall not disclose the Confidential Information to any third party or use the Confidential Information in any manner except as permitted by and in furtherance of its obligations under an Agreement. All Confidential Information shall be returned to the disclosing party or destroyed in the event an Agreement is terminated.
  • 9.2 Confidential Information shall include, without limitation, the pricing and terms of an Agreement, customer names, vendors, subcontractors, employees, methods, techniques, plans, designs, drawings, reporting standards, inspections, processes, personnel, programs or software of the other party.
  • 9.3 The following information shall not be deemed Confidential Information and is therefore not subject to the non-disclosure restrictions contained herein: (1) information which, at the time of its receipt from the disclosing Party, was in the recipient’s prior possession without any obligation or confidentiality; (2) the information was or thereafter becomes a matter of common industry or public knowledge other than by breach of an Agreement by the recipient; or (3) information which was developed by the recipient independently from and without reference to disclosures under an Agreement.

10.0 TERMINATION

  • 10.1 Except to the extent otherwise specified in the Scope of Work, Client may terminate an Agreement without cause at any time by giving Contractor five (5) days written notice of Client’s intent to terminate.
  • 10.2 In the event of termination, Client will promptly pay Contractor for all work in progress completed prior to the termination and shall reimburse Contractor for any direct costs or expenses related to the demobilization and cancellation of the Work.

11.0 SAFETY

  • 11.1 Contractor, when working on Client’s premises, represents and warrants that it will familiarize itself with and follow all applicable safety rules and regulations promulgated by Client. Contractor understands that if the Work entails entering the premises of Client, Contractor may be required to undergo such pre-access safety, health and environmental training as the Client may require. Contractor is also responsible for providing its own personal protective equipment in accordance with the Client’s requirements at Contractor’s own expense, unless otherwise noted.
  • 11.2 Client shall at all times maintain a work site that is safe for entry by Contractor and consistent with industry standards. Client shall enforce its own security and safety standards and processes, which shall in any event, require exercise of not less than a reasonable degree of care.

12.0 GOVERNING LAW

LCS’ Standard Terms and Conditions shall be construed and interpreted in accordance with the laws of the State of California, USA, without regard to its rules concerning conflicts of laws.

13.0 ASSIGNMENT

Neither party shall subcontract or assign an Agreement, or any part thereof, or any monies to become due, without first obtaining the prior written consent of the other party, or as provided in the Proposal.

14.0 EFFECT OF INVALIDITY

If any provision in LCS Standard Terms and Conditions is determined to be void or unenforceable, such determination shall not affect the validity of any other provision and the Parties shall make every good faith attempt to agree to a replacement provision that as near as possible achieves the same purpose as the void or unenforceable provision.

15.0 WAIVERS

The waiver by either Party of any breach of any term, covenant, condition or agreement contained in these Standard Terms and Conditions must be in writing and shall not be deemed to be a waiver of any subsequent breach of the same, or of a breach of any other term, covenant, condition or agreement.

16.0 ENTIRE AGREEMENT

These Standard Terms and Conditions constitute the entire agreement between Client and Contractor, supersede any and all oral or written representations, inducements, or understandings of any kind or nature between the parties relating to the services to be performed hereunder.

Effective Date: March, 2025