Landscape Construction Contract

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									This Landscape Construction Contract sets forth the terms of an agreement between a
landscape contractor and a client for the construction of certain landscaping upon the
client's property. It contains the material provisions of the agreement including the
services to be provided, the payment details, and the schedule of work. The document
could easily be modified to provide for the construction of certain hardscaping upon the
property. This agreement contains standard contract terms as well as optional
language and opportunities for customization to ensure the particular specifications
between the parties are addressed.
       This Agreement made on this _____ of _____, 20__ [Instruction: Insert date.]
(hereinafter the “Agreement”) between _____ [Instruction: Insert Client name and address.]
(hereinafter the "Client") and _____ [Instruction: Insert Contractor name and address.]
(hereinafter the "Contractor"), collectively referred to herein as the “Parties”.

                                         ARTICLE I

   A. Client engages Contractor and Contractor agrees to provide all necessary services,
      materials and labor necessary for the completion of the following landscaping: _____
      [Instruction: Insert description of landscaping services to be provided, including
      whether or not same includes design services.] including those more specifically set
      forth on Schedule 1 [Comment: Schedule 1 should include a detailed description of
      the project particulars, including anything not described in full detail above,
      including but not limited to, any plantings, shrubs or other materials (including
      statuary, etc.) to be provided by the Client for installation by Contractor. If any
      items need additional work, such as electrical wiring for lighting, etc., state who
      shall perform such work and whether or not same is covered hereunder.] (the
      ‘Project”), including but not limited to, all landscaping materials, except as otherwise set
      forth herein, requisite labor, training, and all necessary tools and machinery needed for
      project completion. Notwithstanding the foregoing, Client shall, prior to commencement
      of the Project, complete the following work: _____ [Instruction: Insert any work Client
      must do to prepare site, including but not limited to, removal of furniture, grills,
      etc.]. All materials provided by Contractor should be new and of good quality, in
      compliance with all applicable laws and codes and shall be covered by a manufacturer’s
      warranty, if applicable, unless previously specified by Client. Contractor shall provide
      Client with any and all applicable warranty materials received by Contractor. In the
      event any such warranty is transferrable and requires transfer to the Client to remain in
      full force and effect, Contractor shall, to the best of its ability, perform all such actions
      and complete any and all such forms necessary to transfer any and all such warranties.

   B. Optional language: As part of the Project, Contractor shall supply the following
      landscape design services: _____ [Comment: Parties should include any applicable
      landscape design services here. If none, this paragraph may be deleted.].

   C. Owner shall identify property lines and easements and notify Contractor of same.
      Contractor shall bear no liability for placement of any part of the Project on any portion
      of any easement or other party’s property line as a result of Owner’s failure to properly
      identify any such property line and/or easement and properly notify Contractor of same.

   D. Contractor and Client hereby understand, acknowledge and agree that Client shall bear
      full responsibility for the choice of any and all plant materials to be used in connection
      with the Project, and Contractor shall bear no responsibility for any loss or damage to any

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      person or property as a result of such choices, including but not limited to any loss of life
      or property as a result of any ingestion or contact, whether accidental or intentional, of
      any such plant materials.

                                        ARTICLE II

   A. Contractor will begin work on _____ [Instruction: Insert commencement date.] and the
      work is estimated to be completed by _____ [Instruction: Insert anticipated
      completion date.], subject to any change orders or other factors (including delays caused
      by inclement weather such that the work on the Project may not proceed) as set forth

   B. In the event that Client and Contractor agree on changes to the Project after this
      Agreement is executed, the Parties will agree to new time deadlines that are reasonable in
      light of the modifications.

                                       ARTICLE III
                                   PAYMENT SCHEDULE

      In consideration of the performance of this Agreement, Client agrees to pay the
      Contractor on a payment schedule for the services as set forth in Schedule 2, which
      payment schedule shall set forth the amount Contractor will be paid for performance of
      the design phase work or services performed during the construction phase, as well as
      the final payment, among other project milestones. [Comment: If design services are
      not included in the Project description, reference to same can be deleted here.]

                                        ARTICLE IV

      The parties agree to the milestones and completion schedule for the Project services as set forth
      in this AgreementError! Reference source not found..

                                        ARTICLE V
                                 CHANGES TO THE WORK

   A. All changes or modifications to the work requested by Client must be made in writing,
      with appropriate adjustments made to total payment and payment schedule. The approval
      of both Parties shall be required for substantial project changes such as the date of
      completion, project price, and substantive modifications to the Project itself. Notification
      of all other changes requested by Client, including but not limited to changes in materials
      must be made in a timely manner. Contractor shall bear no liability for failure to perform
      such requested changes, or additional expenses incurred in removal of previously agreed
      upon work performed hereunder and replacement thereof with requested revised
      materials due to Client’s failure to timely notify Contractor of such requested changes.
      Further, in such instance, Client agrees such changes, including but not limited to

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      changes to payment therefor, and completion of applicable milestones, including
      completion date shall be deemed incorporated herein.

   B. If these changes should require additional expense to Contractor, Contractor must make a
      claim for increase in payment, in writing, to Client, in a timely manner. Client must
      approve this claim for increase in writing prior to any changes to the work, project, or
      schedule except as otherwise set forth herein.

                                        ARTICLE VI

   A. If the Contractor is delayed at any time in the commencement or progress of its Work by an act
      or neglect of Owner or any subcontractor hired specially by Owner, or of an employee of either,
      or by changes ordered in the Services, or by labor disputes, fire, unusual delays in deliveries,
      unavoidable casualties or other causes beyond the Contractor’s control (including but not limited
      to acts of God, total or substantial destruction of the premises through no fault of Contractor, acts
      of war, actual or threatened acts of terrorism, insurrection or hostilities, acts of a public enemy,
      epidemics or quarantines or other causes similar to those enumerated) or severe weather
      conditions such that work on the Project may not proceed safely, in Contractor’s sole discretion,
      or by delay authorized by Owner’s pending mediation or arbitration or by other causes which the
      Contractor determines may justify delay, then the completion date shall be extended by change
      order for such reasonable time as Contractor may determine.

   B. In the event of unavoidable casualties, the Contractor shall properly document both the event and
      the impact of that event on project completion to the best of his ability. Documentation shall be
      presented to Client in a timely manner, based on the circumstances surrounding such
      unavoidable casualty.

                                       ARTICLE VII
                                   RIGHT TO STOP WORK

      If Contractor fails to correct defective work or persistently fails to supply materials or
      equipment in accordance with this Agreement, Client may order Contractor to stop the
      work, or any portion thereof, until the cause for such order has been eliminated. Client
      shall remain liable for payment for services rendered and Project work performed until
      such time as such order to stop work.

                                       ARTICLE VIII
                         ACCESS AND CONDITION OF PREMISES

   A. Free access to the work and project site shall be granted by Contractor to Client, the
      designated agents of Client and all necessary public authorities, subject to Contractor’s
      instructions and requirements regarding conditions upon such visits.

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   B. Contractor agrees to keep the premises clean and orderly. Contractor shall remove all
      debris and garbage as needed during the hours of work in order to maintain work
      conditions free of health or safety hazards.

                                       ARTICLE IX

   A. Contractor shall conduct his activities in a professional manner and adhere to the
      reasonable wishes of Client in relation to his working schedule, except that Contractor
      shall not be required to perform such work in contradiction to applicable law or standards
      or local custom. Additionally, Contractor’s work shall adhere to and be in compliance
      with standard trade practices, manufacturer specifications and applicable law and
      regulations. In performing the work, the Contractor shall employ a sufficient number of
      workers skilled in their trades to suitably perform the work. In any instance where any
      such worker shall be licensed, Contractor shall ensure such worker maintains such

   B. Contractor shall protect all work adjacent to the Project site from any damage resulting
      from the work of Contractor and shall repair or replace any damaged work at his/her own
      expense. Contractor shall take all precautions to protect persons from injury and
      unnecessary interference or inconvenience.

   C. The Contractor hereby acknowledges and agrees that it shall provide to the Owner upon
      completion of the work, lien waivers, releases or acknowledgements from each
      subcontractor (other than those specially hired by Owner) or material provider,
      acknowledging that such subcontractor or material provider has been paid in full. The
      Contractor hereby agrees that it shall not use any materials from any supplier without
      obtaining an acknowledgment of full payment for the materials.

   D. The Contractor hereby represents and warrants to the Owner as follows:

          a. the Contractor shall complete all Work in a workmanlike manner according to
             standard practices prevalent in the Contractor’s trade;
          b. all Work completed shall comply with all applicable building codes and
          c. Contractor shall timely complete and retain any and all required forms required by
             any applicable local, state or federal reporting agency, including but not limited to
             the Internal Revenue Service and local building code enforcement. However, in
             the event Owner must complete any such forms in order to obtain any benefit, tax
             exemption or abatement or service, and Owner fails to do so Contractor shall not
             be liable for such failure or any loss of benefit, tax exemption or abatement as a
             result of such failure; and
          d. The materials used for the Owner will be free and clear from defects, to the best

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              of Contractor’s knowledge. Notwithstanding the foregoing, Contractor makes no
              representations or warranty with respect to any defect in any organic material,
              including any plant material, used in this Project, except that Contractor will not
              knowingly use any defective plant material. Further, Contractor makes no
              representation or warranty with respect to the safety or use of any or all plant
              materials used in connection with the Project.

                                          ARTICLE X

   A. Contractor hereby warrants that the work performed and the Project completed will meet
      the standards set forth and agreed upon by the Parties. Contractor agrees to fix and
      otherwise remedy any defects in Contractor’s work found by Client in the work within
      _____ [Instruction: Specify time period.] from the date of completion of the Project, at
      Contractor’s own cost. Contractor shall replace and reinstall all plant materials which do
      not conform to their written specifications within ___ [Instruction: Specify time
      period.] from the date of completion of the Project, at Contractor’s own cost. All
      accessories and equipment to be provided and/or installed as set forth herein shall have
      those warranties supplied by the manufacturer or provider of such accessory or
      equipment, rather than that of the Contractor.

   B. Where Client has had work performed by others, Contractor does not warrant such work
      and Contractor shall not be held liable for such work or for damages or losses, if any,
      which result therefrom.

   C. The warranties contained herein are only valid if Client has complied with all terms and
      conditions, payments and other provisions of this Agreement. Further, the warranties
      contained herein with respect to plant materials shall become void if any or all of the
      following occur: Client has chosen plant material in contraindication to planting
      conditions, and same is noted in writing by Contractor, and provided Client an
      opportunity to choose another suitable plant material; Client has failed to properly
      hydrate, fertilize and maintain such plant material; any earth or ground fill movement;
      any act of God.

   D. Contractor is only responsible for damage resulting to the Project from negligence,
      dangerous activities, intentional disregard of professional standards of care normally
      exercised within the industry, or breach of any governmental statute, ordinance, local rule
      or law.

                                         ARTICLE XI

   A. Client agrees to hold harmless, indemnify and defend Contractor and each individual or
      entity that is an agent, affiliate, partner, officer or stockholder against any and all claims,
      losses, liabilities, damages and expenses, including legal fees, fines, judgments,
      settlement amounts all made in connection with, or arising from errors in any

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      representation or warranty made by Client under this Agreement, any breach of the
      Agreement by Client, or any omission or negligent act by Client in connection with this
      Agreement, provided that such negligent act, omission, or error was not done at the
      direction of Contractor.

   B. Contractor agrees to hold harmless, indemnify and defend Client and each individual or
      entity that is an agent, affiliate, partner, officer or stockholder against any and all claims,
      losses, liabilities, damages and expenses, including legal fees, fines, judgments,
      settlement amounts all made in connection with, or arising from errors in any
      representation or warranty made by Contractor under this Agreement, any breach of the
      Agreement by Contractor, or any omission or negligent act by Contractor in connection
      with this Agreement, provided that such negligent act, omission, or error was not done at
      the direction of Client.

                                        ARTICLE XIII

   A. Client shall be responsible for maintaining full insurance coverage on the work site in both
      Client’s and Contractor’s name.

   B. The Contractor shall be responsible for insurance to protect against any property damage, bodily
      injury, or death or other claims for damages that may result from the commission of the work,
      including worker’s compensation insurance for its employees or sub-contractors.

                                        ARTICLE XIV
                                   LICENSES AND PERMITS

      Contractor will be responsible for obtaining the necessary permits and licenses to fulfill
      the services as specified in this Agreement. [Instruction: Revise if Client is to obtain
      permits and licenses.]

                                        ARTICLE XV

      Contractor is responsible for maintaining proper work, safety, and environmental
      protection standards. Contractor agrees to hold Client harmless for all fines from federal,
      state, or local agencies and regulators incurred by Contractor as a result of Contractor’s
      work in connection with the Project. Contractor will work in compliance with all
      standards required by the EPA, OSHA, and other applicable federal agencies. Contractor
      will be responsible for paying all fines and judgments levied by these agencies resultant
      from the performance of this Agreement.

                                        ARTICLE XVI

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   A. Both Parties are expressly prohibited from assigning this Agreement or any rights or
      interest flowing from this Agreement. Assignment will only occur with the express
      written consent of both Parties.

   B. This Agreement contains the entire agreement and understanding between the Parties and
      supersedes any prior or contemporaneous written or oral agreements, representations and
      warranties between them respecting the subject matter of this Agreement. This
      Agreement will be interpreted and enforced under the laws of The State of _____
      [Instruction: Insert State.], without regard to conflict of laws.

   C. The Contractor acknowledges and agrees that it shall be solely responsible to pay any and
      all incomes taxes while performing the construction services under this Agreement. The
      Contractor further acknowledges that the Client will not at any time withhold any taxes
      from the Client’s payments to the Contractor under this Agreement for the purposes of
      income tax or any other applicable taxes.

   D. This Agreement may only be amended, modified or supplemented by a written agreement
      signed by each party.

   E. No waiver of or consent to departure from the requirements of any provision of this
      Agreement shall be binding against any party unless the same is in writing and is signed
      by such party and then such waiver or consent shall be effective only in the specific
      instance and for the specific purpose for which it has been given. No failure on the part
      of any party to exercise, and no delay in exercising any right under this Agreement shall
      operate as a waiver of such right. No single or partial exercise of any such right shall
      preclude any other or further exercise of such right or the exercise of any other right.

   F. Any notice or other communication required or permitted to be given hereunder or for the
      purposes hereof to any party shall be in writing and shall be sufficiently given if
      delivered personally to such party, or if sent by prepaid registered mail or if transmitted
      by telecopier to such party:

      (a)     if to the Contractor at:



                      Attention: _____________
                      Fax No: (____) _________

      (b)     if to the Client at:



                      Attention: _____________

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                       Fax No: (____) _________

      or at such other address as the party to whom such notice is to be given shall have last
      notified the party giving such notice. Any notice delivered to the party to whom it is
      addressed as provided herein shall be deemed to have been given and received on the day
      it is so delivered at such address, provided that if such day is not a business day, then the
      notice shall be deemed to have been given and received on the next business bay. Any
      notice mailed as provided herein shall be deemed to have been given and received on the
      third business day following the date of its mailing provided that no postal strike is then
      in effect or comes into effect within two business days after such mailing. Any notice
      transmitted by telecopier shall be deemed given and received on the day of its
      transmission if such day is a business day and if not on the next business day.

   G. This Agreement may be signed in one or more counterparts, each of which when
      exchanged will be deemed to be an original, binding upon the parties as if a single
      document had been signed by all, and all of which when taken together will constitute the
      same agreement. Any true and correct copy of this Agreement made by customary,
      reliable means (e.g., photocopy or facsimile) shall be treated as an original.

   H. If any provision of this Agreement is, for any reason, held to be invalid or unenforceable,
      the other provisions of this Agreement will be unimpaired and the invalid or
      unenforceable provision will be deemed modified so that it is valid and enforceable to the
      maximum extent permitted by law.

   I. The descriptive headings used herein are for convenience of reference only and they are
      not intended to have any effect whatsoever in determining the rights or obligations of the
      parties hereto.

   J. The pronouns used herein shall include, where appropriate, either gender or both,
      singular and plural.

IN WITNESS WHEREOF, the Parties hereto execute this Agreement:

CLIENT                                              CONTRACTOR

Authorized Signature                                Authorized Signature

Name and Title                                      Name and Title

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                                Schedule 1

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                                Schedule 2

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