(Revised November, 2015)
1.01 Contract Documents
These General Conditions apply to any manufacturing, installation or construction work performed by Supplier on Donnelley Financial LLC ("Donnelley Financial") property (the "Work") and are an integral part of the contract between Donnelley Financial and Supplier, together with all other specifications, plans, drawings, exhibits and addenda referenced in the contract (collectively, the "Agreement"). Supplier shall bring to the attention of the appropriate Donnelley Financial Global Strategic Sourcing representative ("GSS") any conflict between the drawings and the specifications before proceeding with that particular phase of the job. The written specifications will take precedence over the drawings in the event of any conflict between those documents, unless otherwise approved by GSS. Supplier shall obligate all subcontractors engaged by Supplier to be bound by these General Conditions but nothing herein shall be construed to create a contractual relationship between any such subcontractor and Donnelley Financial.
1.02 Materials and Workmanship
All materials, parts, components and articles incorporated in the Work shall, unless otherwise specifically provided in the Agreement, be new and of the best available grade and quality for the purpose used. All Work shall be done in a thoroughly first-class and workmanlike manner, shall be neat and orderly, and shall conform to the best trade practices generally accepted in the industry. Supplier shall verify all dimensions, measurements, grades, levels and conditions at the work site, become fully acquainted with the conditions relating to the Work and fully understand the facilities, difficulties and restrictions attending to execution of the Work.
Supplier shall comply with all applicable laws, ordinances, rules and regulations of governmental agencies and shall procure and pay for all permits (except pollution control permits), certificates of inspections and licenses required by any such law, ordinance, rules and regulations in the performance of the Work. Any required federal, state or local pollution control permits shall be the responsibility of Donnelley Financial.
1.04 Installation Coordinator and Supplier's Responsibility
Donnelley Financial shall designate one of its employees as its Installation Coordinator with respect to the Work covered hereunder and shall advise Supplier of such designation. The Installation Coordinator shall be Supplier's principal contact and shall coordinate the project and assist Supplier in obtaining the various Donnelley Financial approvals required by the Agreement. Supplier shall not, under any circumstances, provide labor or material without the prior approval of the Installation Coordinator regardless of the source of the request. The Installation Coordinator has sole responsibility for the authorization of all "extras" and Work outside the scope of the Agreement. Supplier shall refer such requests for such additional Work to the Installation Coordinator, when such requests come from other Donnelley Financial personnel. For matters outside the responsibility of the Installation Coordinator, the GSS Buyer designated on Donnelley Financial's Purchase Order will remain the commercial/contractual contact between Donnelley Financial and Supplier. Notwithstanding the above, Supplier understands it has the full responsibility to supervise and direct the Work, using Supplier's best skill and attention. Supplier shall be solely responsible for and have control over the means, methods, techniques, sequences and procedures, and for coordinating all portions, of the Work.
Before commencing Work, Supplier shall assure it meets the following insurance requirements:
Required Coverage – Supplier shall maintain, at its expense, on an occurrence basis (except for professional liability and Pollution Liability coverage which may be written on a claims made basis with a retroactive date no later than the effective date of the contract), at all times during the term of this agreement and thereafter for a sufficient period of time to cover the applicable statute of limitation, the insurance coverage listed below with insurance companies authorized to do business in the jurisdiction in which services are performed or products are produced and maintain an AM Best’s Insurance Guide Rating of A- and Class VIII or better. Supplier, at its own cost, may purchase any additional insurance it believes necessary to protect its interests. Additionally, supplier shall cause its Subcontractors performing work under this agreement to maintain insurance as per the insurance requirements herein. Supplier shall not commence work under this agreement until the insurance described in this section has been obtained and a certificate of insurance along with copies of Supplier’s additional insured, waiver of subrogation, and primary and non-contributory endorsements and/or policy wording pages as required herein have been provided to Donnelley Financial LLC. Such Insurance shall include:
- Workers' Compensation insurance as prescribed by the law in of the jurisdiction(s) where the Products are being produced and/or the Services are being performed, and, if Supplier is an employment agency and temporary labor service provider, an Alternate Employer’s Endorsement;
- Employer’s Liability insurance with limits of at least $1,000,000 for bodily injury by accident, each accident, and bodily injury by disease, each employee and policy limit;
- Commercial General Liability insurance (“CGL”) insurance written on ISO CG0001 occurrence form (with an edition of 2001 or later) or its equivalent, including liability coverage for Products and Completed Operations, Premises and Operations Personal and Advertising Injury, Broad Form Property Damage including damage to property of others while in the Contractor’s care, custody or control, and Contractual Liability with limits of at least $2,000,000 per occurrence and in the aggregate. If the Supplier is providing catering services, Supplier shall carry Liquor Liability insurance in addition to the General Liability coverage. If the Supplier is providing security services, Supplier shall include an Assault & Battery extension to the General Liability coverage,
- If automobiles are used in connection with work to be performed hereunder, Automobile Liability insurance providing liability coverage for claims of bodily injury and property damage arising from the ownership, maintenance or use of all owned/leased, non-owned and hired motor vehicles used in the performance of the Services. Such policy shall provide no less than $1,000,000 combined single limit of liability for bodily injury and property damage;
- Umbrella/Excess Liability insurance written on an occurrence form with liability limits of at least $1,000,000 per occurrence in the annual aggregate. Coverage shall apply on a follow form or excess basis over General Liability, Automobile Liability, and Employer’s Liability. Umbrella/Excess Liability Insurance may be used to meet the limits required for General Liability, Automobile Liability, and Employers’ Liability insurance.
- Pollution Liability Insurance: If the Work involves the supplier handling, transporting, disposing, or performing work or operations with Hazardous Materials or other contaminants, waste or toxic materials, then Supplier shall purchase Pollution Liability Insurance with a combined single limit of $5,000,000 per occurrence.
- U.S Longshore & Harbor Workers: If the Work involves Supplier’s employees loading, unloading, repairing, or building vessels or working on or from docks, barges and other platforms on the water, then Supplier shall procure statutory coverage.
- U.S. Defense Base: If the Work is to be performed on a U.S. defense base, then Supplier shall procure statutory coverage.
- Outer Continental Shelf: If the work is to be performed on the outer continental shelf, then Supplier shall procure statutory coverage.
- Jones Act: If the Work is to be performed on a vessel or ship, then Supplier shall procure Jones Act coverage in the following amounts:
- Combined Single Limit: Bodily Injury: $1,000,000 each occurrence, Property Damage: $1,000,00 each occurrence
- (If applicable) Aircraft Liability: If any Work requires the use by Supplier of aircraft, including helicopters or fixed-wing aircraft, Supplier shall, in addition to any insurance coverage required in this Section, maintain, and furnish evidence of aircraft liability insurance with minimum limits of $10,000,000 per occurrence for bodily injury and property damage, and guest voluntary settlement bodily injury coverage with minimum limits of $200,000 per occurrence.
- Marine Insurance: If any Work is to be performed on navigable waters or on any pier, wharf of other structure adjoining such waters, Supplier shall, in addition to any insurance required in this section maintain the following additional coverage, as appropriate:
- Hull/Protection & Indemnity – Coverage to be provided for each vessel used in any operations conducted under the terms of this Agreement with the following minimum limits:
- Current value of vessel’s hull
- Protection & Indemnity - $1,000,000 per vessel per occurrence for bodily injury and property damage.
- Marine Employers Liability – minimum limit of $1,000,000 per occurrence.
- Bodily Injury: $1,000,000 each occurrence
- Property Damage: $1,000,000 each occurrence
- Bodily Injury: $1,000,000 each occurrence
- Additional Requirements – All General Liability, Automobile Liability, and Umbrella/Excess Liability insurance shall designate Donnelley Financial LLC its affiliates, subsidiaries, successors and assigns as their interests may appear, and each of their respective officers, employees, and agents as additional insureds on a primary and non-contributory basis to the extent required by and in support of the indemnification terms of this agreement. General Liability additional insured coverage shall include coverage for on-going and completed operations on ISO CG2010 and CG2037 endorsements or equivalent endorsements. Contractor shall agree to waive Contactor’s and Contractor’s insurer’s subrogation rights in favor of Donnelley Financial LLC with regards to all policies required by contract. Supplier’s insurance shall be primary and non-contributory to any insurance coverage maintained by Donnelley Financial LLC. General Liability, Automobile, and Umbrella/Excess Liability Policies shall include severability of interest provisions and shall not contain any cross suit liability exclusions for named insureds vs additional insureds or insureds vs. insureds. Supplier’s purchase and maintenance of the insurance described in this section shall not release Supplier from its respective obligation or liabilities in connection with this Agreement. Furthermore, Supplier is responsible for any losses, claims and incidental costs arising out of the Services which exceed the limits of liability or which may be outside the coverage required in this section.
- Insurance Certificates – Supplier shall furnish, and cause its Subcontractors to furnish, prior to the start of the Services and at such other times as Donnelley requires, certificates of the insurance required in this section, including additional insured, primary and non-contributory, waiver of subrogation endorsements &/or policy pages evidencing coverage as required. Supplier’s insurance carriers shall provide thirty (30) days’ written notice of cancellation and non-renewal to Donnelley for each coverage required and copies of such endorsements shall be attached to certificates of insurance when issued. Properly endorsed Certificates of Insurance shall be sent to the following address ten (10) days prior to commencement of delivery of any Product or Services, and within ten (10) days of renewal of the required insurance policies:
Donnelley Financial, LLC
Risk Management Department
35 West Wacker Drive, Floors 35 & 37
Chicago, IL 60601
- Supplier shall be responsible for all deductibles, self-insured retentions, and premium payments contained in any of the foregoing policies.
- Supplier's obligation to obtain the insurance specified in this section does not waive or release Supplier's liabilities or duties to indemnify under this Agreement or any SOW. No provision of this Agreement shall impose on Donnelley any duty or obligation to verify the existence or adequacy of the insurance coverage maintained by the Supplier, nor shall Donnelley be responsible for any representations or warranties made by or on behalf of the Supplier, or any other party to any insurance Supplier or underwriter. Any failure on the part of Donnelley to pursue or obtain the evidence of insurance required by this Agreement from the Supplier or any other party and/or failure of Donnelley to point out any non-compliance of such evidence of insurance shall not constitute a waiver of any of the insurance required under this Agreement.
- Subcontractors – Any subcontractor that Supplier shall retain to perform Services under this Agreement must maintain insurance that meets all requirements of Supplier.
- Liability – Donnelley shall not, because of accepting, rejecting, approving, or receiving any certificate of insurance required hereunder, incur any liability for: the existence, non-existence, form or legal sufficiency of the insurance described on such certificate; the solvency of any insurer; or the payment of losses. No provision under this Section 19 shall be construed or deemed to limit Supplier’s obligations under this Agreement to pay damages or other costs and expenses.
- Supplier’s Tools and Equipment – Supplier's own tools and equipment shall be entirely at Supplier's risk. Loss of Donnelley property shall be at Donnelley's risk unless damage is caused by the negligence of contractor or its subcontractors
Except as otherwise provided in the Agreement, payment shall be made as follows:
On or before the tenth (10th) day of each month Supplier shall invoice for 90% of the contract value of labor and materials in place as of the end of the preceding calendar month, less the aggregate of amounts previously paid to Supplier by Donnelley Financial; such invoice shall be made to Donnelley Financial's Accounts Payable Department or other location as directed by GSS. If the Work has been performed as described in such invoice and in accordance with the Agreement, payments shall be made within the time period specified in the Agreement.
- If the total contract price exceeds $5,000.00, each invoice for payment shall be accompanied by Waivers of Mechanics' Liens (partial and/or final) from Supplier, all subcontractors and all material men, and an affidavit by Supplier stating that all expenses incurred to date in connection with the Work have been paid in full.
- Prompt payment of the balance of the contract price shall be made (1) when the Work has been completed in accordance with the Agreement and certified by the Installation Coordinator, and (2) when Supplier has in all other respects fully performed its obligations hereunder.
1.07 Changes in the Work
Supplier agrees to make any and all changes, furnish the materials and perform such extra Work as Donnelley Financial may require as a reasonable addition to or reduction from the contract price as hereinafter provided. Except for minor modifications in the Work not involving extra cost and not inconsistent with the purpose of the project and except in an emergency endangering life or property, no changes shall be made or extra Work performed unless authorized by Donnelley Financial and confirmed by a written Purchase Change Order from Donnelley Financial. No claim for an addition to the contract price for such Work shall be valid unless so authorized and ordered. Prior to authorizing any change or extra Work, the parties shall reach mutual agreement from the list of the alternative methods stated below how the proposed change or extra Work is to be priced which shall be confirmed by the written Purchase Change Order, on the specific terms of the pricing method so designated. The alternatives for the pricing proposed Work changes are as follows:
- Total lump-sum price to Donnelley Financial, supported by a detailed breakdown of incremental costs and quantities.
- Per-unit price to Donnelley Financial, multiplied by the projected number of units involved in the Work change.
- Estimate of total lump-sum price to Donnelley Financial, with the Work to be done on a cost-plus basis subject to an agreed upon maximum price. When Supplier is ordered to proceed on this basis by the Installation Coordinator, Supplier shall keep and present in such form as directed a detailed and accurate record of all time changes and material costs incurred. Time tickets covering all of the labor and invoices substantiating material costs shall be approved by the Installation Coordinator prior to submission to GSS for payment authorization.
1.08 Completion of Installation
Upon completion of the project and before final payment, Supplier shall (1) furnish one complete set of marked drawings showing the sizes and locations of all installations and the as-built conditions of the project as actually completed, and (2) turn over all complete copies (as stated on the Agreement) of all manufacturer's instruction sheets supplied with any installed equipment.
Donnelley Financial personnel or equipment manufacturer's representatives shall be permitted to use tools to test, adjust and make any equipment installed by Supplier functional.
All exceptions to the Agreement shall be detailed and accompany the quotations. Exceptions not specifically included in the Agreement will not be honored after the contract has been signed.
1.11 Failure of Performance
If Supplier defaults in performing any of the conditions set forth in the Agreement, Donnelley Financial may, on written notice to Supplier, terminate the Agreement and may enter upon and employ others to finish the Work. In such event, and not to the exclusion of other remedies which may be available to Donnelley Financial, the costs of finishing the Work shall be deducted from the contract price to the extent the balance thereof is sufficient to pay such costs and Supplier shall pay any excess of such costs to Donnelley Financial.
1.12 Safety Guidelines
- Supplier shall adhere to all EHS provisions contained within the Donnelley Financial Contractor EHS program attachments posted at: Supplier Info
- At all times the Work is in progress, Supplier shall keep on the premises a responsible employee who shall be authorized by Supplier to give and receive information, receive notices and directions and, subject to the provisions of Section 1.07, agree to necessary changes arising in the course of the Work. Supplier shall also have a copy of the latest revised plans and specifications available on the premises at all times while the Work is in progress.
- Supplier shall during the progress of the Work remove and dispose of the resultant dirt, scrap and debris and shall keep the premises clean. All papers, cardboard boxes, etc., are to be broken up and placed in properly marked refuse containers. On projects of lengthy duration in production areas, the entire work area must be cleaned and all rubbish disposed of daily, Nonproductive areas shall be cleared with rubbish disposed of in periods not exceeding one week. Upon completion of the project, the premises shall be left in a neat and clean condition.
- If any equipment to which this contract relates is received by Supplier and shows evidence of damage or defect when uncrated, removed from shipping containers, cleaned or while installing, Supplier's foreman shall notify the Installation Coordinator before any corrective action is taken so that responsibility may be determined and accepted before evidence is lost.
- No smoking is permitted in any Donnelley Financial building except in authorized smoking areas. The use or possession of alcoholic beverages, marijuana, narcotics or other controlled substances or illegal drugs on or off Donnelley Financial premises on the day(s) Work is performed for Donnelley Financial is strictly forbidden. No person who has used an alcoholic beverage, marijuana, narcotic or other controlled substance or illegal drug on or off Donnelley Financial premises or who is under the influence of an alcoholic beverage, marijuana, narcotic or other controlled substance or illegal drug on the day(s) Work is performed for Donnelley Financial shall enter upon or work on Donnelley Financial premises.
- Donnelley Financial's Receiving Department will not sign for materials ordered by Supplier from vendors nor in any way be responsible for materials shipped directly to Donnelley Financial. It shall be Supplier's responsibility to receive and handle materials at Supplier's place of business and have them brought to the job site in the same manner as Supplier's tools. Exceptions to this provision must be approved in advance. The exceptions cover bulky materials needed for the job, requiring special handling or elevator service. Supplier shall arrange in advance with the Installation Coordinator for the necessary facilities or service.
- Donnelley Financial will arrange for and designate adequate sanitary facilities for Supplier's employees, and facilities where such employees change clothes.
- Donnelley Financial reserves the right to inspect all toolboxes or other containers entering or leaving the premises.
- Supplier's personnel shall not remove printed products from production areas or Donnelley Financial premises.
- Supplier shall inform business agents of any unions working in the Donnelley Financial plant that they are not permitted in the plant without advance approval of the Installation Coordinator.