Stay Dry Roofing (SDR)
Revised on 1/22/26
Nature of Work
Stay Dry Roofing (“SDR”) shall furnish the labor and materials necessary to perform the work described herein or in the referenced contract documents. SDR 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 whether a vapor or air retarder is required. If plans, specifications, or other design documents are furnished to SDR, Customer warrants that such documents are sufficient and comply with all applicable laws and building codes. SDR is not responsible for loss, damage, or expense resulting from defects in plans, specifications, or building code violations unless caused by SDR’s deviation from the provided specifications. SDR is not responsible for condensation, moisture migration from the building interior, roof deck, or other building components; drainage design; drain locations; ponding water; structural conditions; or the properties of the roof deck or substrate. SDR’s proposal and pricing are not subject to prevailing wage laws unless expressly stated in the scope of work.
Deck
Customer warrants that the deck and structures upon which SDR is to perform work are sound and capable of supporting roofing operations, equipment, and materials. SDR’s commencement of work constitutes only a visual inspection for observable defects. SDR is not responsible for structural sufficiency, fastening, moisture content, construction quality, compliance with FM Global criteria, or work or design performed by others. SDR has no obligation to test or assess deck or substrate moisture content.
Asbestos and Toxic Materials
This proposal assumes SDR will not encounter asbestos-containing or other toxic materials (“ACM”). SDR is not responsible for expenses, claims, or damages arising from the presence, disturbance, or removal of ACM. SDR shall be compensated for additional costs incurred due to ACM. Customer agrees to indemnify and hold SDR harmless from all liabilities, damages, losses, claims, demands, or citations arising from ACM.
Payment and Taxes
Unless otherwise stated in writing, a 25% down payment is due upon execution of the contract. The remaining balance, plus any approved change orders or extra work, is due within thirty (30) days of invoice date. For projects extending beyond one month, monthly progress payments shall be due within thirty (30) days of invoice date for work completed and materials stored. Credit card payments are subject to a 2% processing fee. Past-due amounts accrue interest at 1% per month. SDR may recover all costs of collection, including reasonable attorney’s fees. Payment is not contingent upon Factory Mutual Global testing or criteria. Applicable Indiana sales tax will be added to invoices. Customers claiming tax-exempt status must provide valid documentation prior to material purchase.
Right to Stop Work
Failure to make timely payment constitutes a material breach of this Agreement and entitles SDR, at its discretion, to suspend work, deliveries, or issuance of warranties until payment is made in full. Contract time and price shall be equitably adjusted to account for shutdown, delay, and restart costs.
Insurance
SDR maintains workers’ compensation, automobile, and commercial general liability insurance and will provide certificates upon request. Contract pricing is based on SDR’s standard insurance limits. Additional insurance or endorsements requested by Customer may result in increased contract cost and are subject to insurer approval. Customer shall maintain builder’s risk and property insurance covering SDR’s labor and materials until final acceptance.
Additional Insured
If SDR agrees to name Customer as an additional insured, such coverage applies only to claims caused by SDR’s negligence and does not extend to claims arising from the acts or omissions of Customer or others.
Interior Protection
Customer acknowledges that reroofing may cause dust, debris, vibration, or dislodging of interior materials. Customer agrees to remove or protect interior property beneath work areas and to notify tenants accordingly. SDR is not responsible for interior damage, cleanup, or tenant claims where protection or notice was not provided.
Deck Repairs, Insulation Replacement, and Unforeseen Conditions
Replacement of deteriorated decking, wet insulation, or concealed damage not included in the original scope shall be billed as extra work unless specifically stated otherwise. Unforeseen conditions shall be reported to Customer, and authorization will be required prior to permanent repair.
Damages and Delays
SDR is not responsible for damage caused by others or for delays beyond its reasonable control, including weather conditions, material shortages, labor disruptions, transportation delays, acts of God, or governmental actions. Contract time shall be extended accordingly.
Limitation of Liability
To the fullest extent permitted under Indiana law, SDR shall not be liable for incidental, indirect, special, or consequential damages, including loss of use, loss of profits, or business interruption. SDR’s total aggregate liability arising out of or related to this Agreement shall not exceed the total amount paid to SDR under this Agreement.
Limitation of Liability – Inspections
Roof inspections and reports are provided as a courtesy and do not guarantee discovery of all defects or future roof performance. SDR’s maximum liability for any claim arising from an inspection shall be limited to the fee paid for the inspection. Customer’s exclusive remedy is return of the inspection fee. SDR shall not be liable for consequential damages related to inspection findings.
Roof Projections
SDR will flash roof penetrations existing prior to installation or shown on plans provided before proposal submission. New or undisclosed penetrations constitute extra work and will be billed at SDR’s standard time and material rates.
Wind Loads or Uplift Pressures
Design professionals are responsible for wind-load compliance. SDR relies on manufacturer test data and makes no independent representation regarding wind uplift capacity.
Tolerances
All labor and materials shall conform to standard industry tolerances for appearance, thickness, color variation, texture, and performance.
Fumes and Emissions
Roofing materials emit fumes during installation. Customer is responsible for managing HVAC systems, vents, and openings. SDR shall be held harmless from odor-related claims arising from normal roofing operations.
Cost Escalation
Material pricing may be affected by tariffs or market volatility. Contract price shall be adjusted to reflect documented cost increases with advance notice to Customer.
Material Substitution and Delays
If specified materials become unavailable, SDR may provide equivalent substitutes without affecting performance or warranty. Associated cost differences or delays shall be equitably adjusted.
Backcharges
Backcharges are invalid unless authorized in writing by SDR and submitted within five (5) days of the applicable event.
Rooftop Safety
Customer warrants the roof area is free of live electrical hazards and concealed utilities. SDR is not responsible for undisclosed electrical lines or equipment. Customer agrees to indemnify SDR for related claims. SDR is responsible only for the safety of its own employees and complies with OSHA standards. Additional safety requirements beyond OSHA constitute a change in work.
Site Conditions
Customer shall provide clear and safe access to the site and roof. Out-of-sequence work, obstructions, or multiple mobilizations may result in additional cost and time adjustments. Mechanical equipment relocation shall be performed by others unless otherwise agreed.
Warranty
SDR provides its standard workmanship warranty, incorporated herein by reference. Manufacturer warranties apply where specified. SDR’s warranty is the exclusive remedy, and SDR shall not be liable for consequential damages.
Existing Conditions
SDR is not responsible for leaks or conditions outside completed work areas or for satellite dish recalibration unless specifically included.
Mold
Customer is responsible for building maintenance and indoor air quality. SDR is not liable for mold growth and shall be indemnified against related claims.
Material References
SDR relies on manufacturer representations regarding product specifications, ratings, and certifications.
Oil-Canning
Oil-canning in metal roofing is an aesthetic condition and does not affect performance. It shall not constitute grounds for rejection or nonpayment.
Working Hours
Pricing assumes work during regular business hours. Overtime or premium time is additional.
Governing Law, Venue, and Dispute Resolution (Indiana)
This Agreement shall be governed by and construed in accordance with the laws of the State of Indiana, without regard to conflict of law principles. Any dispute arising out of or relating to this Agreement shall first be submitted to mediation. If mediation is unsuccessful, the dispute shall be resolved by binding arbitration in accordance with the Construction Industry Arbitration Rules of the American Arbitration Association. Arbitration shall take place in the Indiana county where the Project is located. Judgment on the arbitrator’s award may be entered in any court of competent jurisdiction. Any claim against SDR must be initiated within two (2) years after SDR substantially completes the work.
Mechanic’s Lien Rights (Indiana)
SDR expressly reserves all mechanic’s and materialman’s lien rights afforded under Indiana Code § 32-28-3 for unpaid labor, materials, or services.
Media Release and Usage Rights
Customer grants SDR permission to photograph and video the project during and after completion and to use such media, including visible signage or branding, for SDR’s website, advertising, and social media. Customer grants SDR a perpetual, royalty-free license for such use.