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Long Form Construction Contract

VIEWS: 18 PAGES: 26

This is a detailed agreement between a contractor and a client hiring the contractor to perform construction services. Customize the type of construction to be performed, the payment frequency, the payment rate, insurance details, and much more. This agreement is a long-form agreement that is designed to provide more details than a normal contract. This contract is ideal for small businesses that offer construction services or for individuals or small businesses that want to hire a contractor to perform construction services.

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									Long Form Construction
Contract
This is a detailed agreement between a contractor and a client hiring the contractor to
perform construction services. Customize the type of construction to be performed, the
payment frequency, the payment rate, insurance details, and much more. This
agreement is a long-form agreement that is designed to provide more details than a
normal contract. This contract is ideal for small businesses that offer construction
services or for individuals or small businesses that want to hire a contractor to perform
construction services.




      © Copyright 2013 Docstoc Inc.                                        1
                            CONSTRUCTION CONTRACT
THIS CONSTRUCTION CONTRACT (hereinafter referred to as the “Agreement”) is hereby
made and entered as of ____________________ [Instructions: Insert the date of this
agreement] by and between ____________________ [Instructions: Insert the Contractor’s
name] (hereinafter referred to as the “Contractor”), with an address of
________________________________ [Instructions: Insert the Contractor’s address] and
____________________ [Instructions: Insert Client’s name] (hereinafter referred to as the
“Client”), with an address of ________________________________. [Instructions: Insert the
Client’s address] This Agreement is being entered into for the commission of
____________________ [Instructions: Insert the Project’s name] (hereinafter referred to as
the “Project”) at the following location: ________________________________. [Instructions:
Insert the address of construction project] The Project Manager is ____________________,
[Instructions: Insert the Project Manager’s name] (hereinafter referred to as the “Project
Manager”) with an address of ________________________________. [Instructions: Insert the
Project Manager’s address]

WHEREAS, Client desires to engage Contractor to provide construction services as specified
hereunder;

WHEREAS, Contractor is a licensed contractor in the State of ____________________
[Instructions: Insert the state where Contractor is licensed] with a State Issued License
Number of _________________. [Instructions: Insert the Contractor’s license number]

NOW THEREFORE, for and in consideration of the mutual covenants contained in this
Agreement, and other good and valuable consideration, the parties agree as follows:

1. CONTRACTOR’S ENGAGEMENT

Client wishes to engage Contractor to construct the Project and perform related services.
Contractor shall perform its work pursuant to this Agreement under the direction and
management of Project Manager and for the benefit of Client. Client has designated Project
Manager as its representative to act on its behalf with respect to the Project. Contractor agrees
that it shall render and furnish to Project Manager the services and materials to which Client is
entitled under this Agreement, at the times when Client is entitled to the same. Contractor is an
independent contractor and not an agent, servant or representative of Client or Project Manager.
Contractor will have no authority legally to obligate Client except as specified in this Agreement
or as otherwise specified in writing by Client from time to time.

2. SCOPE OF WORK

Contractor shall furnish all work, labor, tools, materials and equipment to construct and complete
in a workmanlike manner the work set forth in Exhibit A at the Project site (the “Work”). The


© Copyright 2013 Docstoc Inc.                                                         2
Work shall include all incidental and related work necessary to complete the Project in
accordance with the Contract Documents (defined below) and good industry practices.

3. CLIENT'S RESPONSIBILITIES

Client shall provide Contractor with the construction plans, specifications and documents listed
on Exhibit E. Client makes no warranty as to the accuracy of any documents furnished to
Contractor, but agrees that Contractor shall be entitled to rely, based upon its exercise of due care
and caution, on the accuracy and completeness thereof. Project Manager shall examine the
documents submitted by Contractor and shall render decisions pertaining thereto promptly so as
to avoid unreasonable delay in the progress of Contractor’s Work.

4. CONTRACT DOCUMENTS

The “Contract Documents” consist of the following:

   (a) This Agreement (together with its exhibits);

   (b) The plans, specifications and other construction documents listed in Exhibit E;

   (c) All modifications issued by written Change Order.

The Contract Documents represent the entire agreement between Client and Contractor and
supersede all prior negotiations, representations, understandings or agreements between the
parties, whether written or oral. In the event of any conflict or inconsistency between any of
these documents, this Agreement shall control over the descriptions in Exhibit A and the
specifications. For purposes of this Agreement, a "day" means a calendar day unless otherwise
provided.

5. CONTRACTOR'S DUTIES AND STATUS

5.1.   Contractor covenants to furnish its best skill and judgment and to cooperate with Project
Manager and any other contractor or design professional employed by Client. Contractor agrees
to perform the Work in a manner at least equal to highest industry standards and good
commercial practices, without negligence, errors or omissions, and in the most expeditious and
economical manner consistent with the interests of Client. Contractor agrees to furnish efficient
business administration and superintendence and to use its best efforts to furnish at all times an
adequate supply of workers and materials.

5.2.  Contractor's authorized representative for the Project is identified on the face page of this
Agreement. Contractor's authorized representative shall personally monitor the performance of
all Work described in this Agreement and is authorized to bind Contractor for all matters



© Copyright 2013 Docstoc Inc.                                                            3
pertaining to the Project and/or this Agreement. No person shall be substituted for such
authorized representative without Client's prior written consent.

5.3.    The Work shall be performed in strict accordance with the plans and specifications
described in Exhibit E. By signing this Agreement, Contractor represents that it has carefully
reviewed the documents described in Exhibit E and the other Contract Documents and has
visited the Project site. Contractor shall supervise and direct the Work of its employees and any
subcontractors using its best skill and attention, and shall always enforce strict discipline and
good order among same. Contractor shall be solely responsible for all construction means,
methods, techniques, sequences, safety, cleanliness and procedures, and for coordinating all
portions of the Work. Contractor shall be responsible to Client for the acts and omissions of its
employees, subcontractors of every tier, and their agents and employees. Contractor shall not
employ on the Work any unfit person or anyone not skilled in the assigned task. Upon final
completion, Contractor shall remove all trash and debris and clean the Project site.

5.4.   If Client awards separate contracts for other construction or operations on the site, Client
shall cause each separate contractor to coordinate with the Work of Contractor, who shall
cooperate with them.

5.5.    If part of the Work depends for proper execution or results upon work by a separate
contractor, Contractor shall, prior to proceeding with that portion of the Work, promptly report to
Client apparent discrepancies or defects in such other construction that would render it
unsuitable for the Work. Contractor's failure to so report shall constitute an acknowledgment
that such separate contractor's completed or partially completed construction is fit and proper to
receive the Work, except as to defects not then reasonably discoverable.

5.6.     Contractor shall at all times keep one record copy of all Contract Documents, addenda
and shop drawings at the Project site in good and clean order and annotated to show all changes
made during the course of construction. The record copy shall be available to Project Manager
at all reasonable times, and Contractor shall, as a condition to final payment, deliver a copy to
Client.

6. WARRANTIES; CORRECTION OF WORK

6.1.    All Work (including corrective Work) furnished by Contractor shall strictly comply with
all requirements of the Contract Documents, be of good and workmanlike quality, be free from
defects, and shall be subject to inspection and approval by Client. This warranty is in addition
to, and shall not reduce, exclude or limit, Contractor's liability under any other provisions of
applicable state law, any warranties required elsewhere in the Contract Documents or implied by
law, or for latent defects. No inspection, failure of inspection, or payment to Contractor shall be
deemed a waiver of the foregoing.




© Copyright 2013 Docstoc Inc.                                                          4
6.2.     Without limiting Section 6.1, if, within _______________ [Instructions: Insert the
length of the Contractor’s warranty] after Substantial Completion, any Work is found to be
defective in workmanship or materials or not in accordance with the Contract Documents,
Contractor shall, at Client's written election, immediately repair or replace any defective or
nonconforming Work at Contractor's sole expense to the reasonable satisfaction of Client. The
cost to repair any adjacent property or work disturbed or damaged by the defective Work or
during or as a result of any such corrective Work shall also be paid by Contractor. If Contractor
fails to correct any defective Work within _______________ [Instructions: Insert the length of
time Contractor has to fix defects] after written notice by Client, Client may, without further
notice, cause such defective Work to be repaired or replaced by others and Contractor shall
immediately reimburse Client for the cost of same.

7. CONTRACT TIME; DELAYS; LIQUIDATED DAMAGES

7.1.    Time is of the essence of this Agreement. Contractor shall commence the Work upon
receipt of a written notice to proceed and shall continue until the Project is completed or until
this Agreement is terminated. Contractor agrees to perform its Work continuously, diligently,
and energetically and to complete the Work in accordance with the Project Schedule attached
hereto as Exhibit F (as updated from time to time) so as to timely achieve Substantial
Completion of the Work (the “Contract Time”).

7.2.    “Substantial Completion” occurs when the Work is sufficiently complete in accordance
with the Contract Documents so that Client can occupy or utilize the Work for its intended use.
Substantial Completion requires the final inspection and approval of any agency having
jurisdiction, Client's design professional providing construction administration, and Project
Manager. Any work remaining after Substantial Completion shall be noted in a “punch list”
following such inspection, and such remaining work shall be completed within
_______________ [Instructions: Insert the length of time after substantial completion that
the construction work will be fully completed] of Substantial Completion and prior to final
payment.

7.3.    Contractor shall be entitled to a reasonable extension of the Contract Time for any delay
outside of Contractor's control (including acts of God, strikes, lockouts, unavoidable casualties,
or acts or omissions of Client, Project Manager or any consultant of Client or Project Manager),
provided Contractor has notified Project Manager within five days of any event or condition
delaying the Work. If Contractor fails to perform any of its obligations as required by this
Agreement or by operation of law and thereby delays the Project, Contractor shall be liable for
any and all damages caused thereby, including damages caused to separate contractors. A delay
due to weather shall be cause for an extension of the Contract Time only to the extent that the
weather exceeds the weather days allowance set forth in Exhibit F.




© Copyright 2013 Docstoc Inc.                                                         5
7.4.    If Contractor fails to achieve Substantial Completion on or before the Substantial
Completion date shown on Exhibit F (as extended in accordance with Section 7.3), Contractor
shall owe Client as liquidated damages $_________ [Instructions: Insert the amount the
Contractor will pay the Client for each additional day it takes to reach substantial
completion] for each and every calendar day from such date for Substantial Completion until the
actual occurrence of Substantial Completion. Contractor agrees that Client’s actual damages for
such delay would be difficult or impossible to ascertain in such event and that such liquidated
damages constitute a fair and reasonable amount of damages in the circumstances. Liquidated
damages shall be payable upon demand by Client. Liquidated damages do not limit Client's
rights or remedies for damages incurred by reason of matters other than Contractor-responsible
delays.

8. EXTRA WORK

“Extra Work” is Work that adds scope or program to the base contract scope of work set forth in
Exhibit A hereto or in previously issued Change Orders. Client, without invalidating this
Agreement, may order changes in the Work, including Extra Work, deleted Work, or other
revisions by a written change order signed by Client (“Change Order”). The Contract Time shall
be equitably adjusted as necessary; the method of adjusting the Contract Price for changes in the
Work is set forth in Exhibit B. If Contractor claims that performance of any Work directed by
Client is actually Extra Work, Contractor shall provide written notice to Client of any such claim
prior to undertaking such work ("Notice of Potential Claim") with a detailed justification for why
such work is Extra Work under this Agreement. If Client refuses to issue a Change Order for
such work, Contractor shall perform that work and shall submit a complete and specific claim for
additional compensation or extension of time detailing why such work is Extra Work under this
Agreement within _____________ [Instructions: Insert the amount of time after the
completion of extra work that a claim for additional compensation or time can be
submitted] after such work is performed ("Claim"). Failure to provide written Notice of
Potential Claim prior to undertaking such work, or failure to timely submit a complete and
specific Claim shall be deemed a waiver and abandonment of any such Claim or related right to
additional compensation or additional time. No claim, dispute or controversy shall interfere with
the progress or performance of the Work, and Contractor shall proceed with the Work at all
times as directed by Client. Failure to so proceed shall amount to a Default under Section 14.

9. COMPENSATION; DOCUMENTATION

9.1.   Subject to additions and deductions by written Change Order as provided above, Client
shall pay Contractor the “Contract Price” set forth in Exhibit B as full and complete
compensation for performance of the Work. The Contract Price includes all applicable sales,
use, excise, and other taxes which may now or hereafter be levied. All compensation for
Contractor's performance of the Work shall be as set forth in Exhibit B (and in section 8, in the


© Copyright 2013 Docstoc Inc.                                                         6
case of Extra Work), payable monthly in proportion to the Work performed with an amount
retained by Client as security for performance as set forth in Exhibit B.

9.2.    Contractor shall bill Client _______________ [Instructions: Insert the Contractor’s
billing frequency. E.g., weekly, biweekly, monthly, etc.] for Work (including Extra Work
authorized by Change Order) performed using an application for payment in a form approved by
Client. The application for payment shall itemize and describe the Work (including authorized
Extra Work) performed, identify personnel performing the Work and the time expended (for
Work compensated on the basis of hourly rates), with appropriate documentation of all of the
foregoing attached thereto. Prior to submitting invoices to Client, Contractor shall submit same
to Project Manager for review. Within _________ [Instructions: Insert the amount of time the
Project Manager has to approve or decline construction costs] after receipt of each such
payment application, Project Manager shall verify the accuracy of the amounts shown on same,
correct the value or values where appropriate, and notify Contractor of any changes or
disagreements. Provided that Contractor delivers a properly completed, documented payment
application to Project Manager, payment of undisputed amounts less amounts retained or
withheld pursuant to this Agreement will be due _________ [Instructions: Insert the
timeframe that invoices will be due after Project Manager receives them] from Project
Manager's receipt of such complete and documented payment application. Contractor agrees to
provide any supporting documentation for each payment application which Project Manager or
Client reasonably requests. As a condition to each progress and final payment, Contractor shall
provide an executed statutory form of lien waiver and release with each application and upon
receipt of payment on same. Any payment made hereunder prior to completion and acceptance
of the Work shall not be construed as evidence of acceptance of any part of the Work.

9.3.    For a period of _________ [Instructions: Insert the length of time Contractor must
keep records of the construction] following Substantial Completion, Contractor shall maintain
full and accurate records and books of account necessary to document all activities undertaken
by or on behalf of Contractor in the course of performing Work hereunder and all amounts billed
to Client. Contractor will promptly make such records available to Client upon prior written
request during normal business hours.

10. RIGHT TO WITHHOLD FUNDS

Client may withhold or nullify (as appropriate) the whole or a part of any payment to Contractor
to such extent as may be necessary to protect Client from any Loss and Expense (defined below),
such as for (1) defective Work not remedied, (2) claims filed or reasonable evidence indicating
probable filing of a claim or claims, (3) failure of Contractor to make payments properly to its
Subcontractors or workers, (4) reasonable doubt that the Work can be completed within the
Contract Price or the Contract Time, (5) damage to Client's property or work of separate
contractors, (6) failure of Contractor to provide certificates of insurance, (7) liquidated damages,
or (8) any breach or default in performance by Contractor or any Subcontractor.


© Copyright 2013 Docstoc Inc.                                                           7
11. UNFORESEEN CONDITIONS

If Contractor discovers sub-surface or latent physical conditions which differ materially from
those indicated in the Contract Documents, or which are of an unusual nature differing materially
from those ordinarily encountered in work of the character provided for in this Agreement, and
which would not be foreseen by an experienced contractor similar to Contractor (collectively,
“Unforeseen Conditions”), Contractor shall promptly provide a Notice of Potential Claim
advising Client of the existence of such conditions prior to proceeding with any impacted Work.
Client shall investigate the condition and determine whether it constitutes an Unforeseen
Condition. If Client determines it is an Unforeseen Condition, the parties shall negotiate a
Change Order to provide for any necessary adjustments to the Contract Price or Contract Time.
If the parties are unable to agree as to the existence of Unforeseen Conditions, or on appropriate
adjustment(s) of the Contract Price or Contract Time, Contractor shall nonetheless proceed with
the Work as required by Client, as provided in Section 8.

12. RISK OF LOSS

Client is not responsible for any loss or damage, however caused, to the materials, equipment or
tools used or to be used by Contractor in the performance of the Work. Contractor shall bear the
risk of loss to the Work until Substantial Completion (or until final completion for punch list
Work). Contractor further agrees to protect the workers of Contractor, Subcontractors, separate
contractors, Client and Project Manager from Contractor's operations.

13. SUBCONTRACTORS; EMPLOYEES

13.1. Contractor will not contract with or otherwise engage, employ or utilize any consultants,
contractors, suppliers or other third parties (any such, a "Subcontractor") in connection with the
Work without Client's prior written consent in each instance. Contractor shall furnish Client
with a list of Subcontractors and material suppliers to be used on the Project prior to
commencing work on the Project, and shall promptly notify Client of changes to same. Neither
use of a Subcontractor by Contractor, nor Client's consent thereto, shall relieve Contractor of its
obligations under this Agreement. Contractor shall be responsible to Client for the acts and
omissions of its employees and Subcontractors, and their agents and employees. The fees of all
Subcontractors are included in the Contract Price. Each Subcontractor's payment for Extra Work
shall be governed by the same terms and conditions as those for Contractor. The terms,
conditions, and provisions of the Contractor's agreement with each Subcontractor shall be subject
and subordinate to, and not inconsistent with, the terms, conditions and provisions of this
Agreement. Nothing contained herein shall create any relationship of contract or agency
between Client and any Subcontractor. For purposes of Contractor's obligations and
responsibilities under this Agreement, reference to "Contractor" shall be deemed to bind every
Subcontractor of any tier, unless the context specifically requires otherwise.


© Copyright 2013 Docstoc Inc.                                                          8
13.2. Contractor shall employ individuals at the site to whom Client has no reasonable
objection. In the event Client has a reasonable objection to any employee performing Work, it
shall notify Contractor, which shall promptly cause the individual to be removed from the
Project and replace same with an unobjectionable employee at no cost to Client.

14. DEFAULT

14.1. Without limiting any other rights or available remedies, Client may declare a "Default"
under this Agreement if the Contractor: (1) refuses or fails to supply enough properly skilled
workers or proper materials; (2) fails to make payment to Subcontractors in accordance with the
respective agreements between the Contractor and its Subcontractors; (3) disregards or violates
any Legal Requirement (defined below); (4) fails to provide Client adequate written assurances,
upon Client's request, which demonstrate Contractor's willingness and ability to perform the
Work within the Contract Time and without increase in the Contract Price, or (5) otherwise
breaches any of its obligations under this Agreement.

14.2. Client shall provide Contractor written notice specifying the nature of the Default and
affording Contractor ______________ [Instructions: Insert the amount of time Contractor
has to cure defaults] to cure the Default. If the Default cannot be cured within
______________ [Instructions: Insert the amount of time Contractor has to cure defaults],
then within the ______________ period Contractor shall commence to cure, submit and obtain
Client's written approval of its cure plan, and thereafter diligently pursue the cure to timely
completion.

14.3. If the Default remains uncured after the ______________ [Instructions: Insert the
amount of time Contractor has to cure defaults] period expires or if the Contractor fails to
obtain Client's approval of its cure plan during such period, Client may provide written notice to
Contractor and Contractor's surety, if applicable, of termination. Upon termination, Client may
(1) take possession of the site and all materials, equipment, tools, and construction equipment
and machinery thereon owned by the Contractor; and (2) finish the Work by whatever reasonable
method Client may deem expedient.

14.4. If Client terminates for Default, Client shall not be obligated to make further payments to
Contractor until the Work is completed and accepted. Thereafter, if the unpaid balance of the
Contract Price exceeds the costs incurred by Client to complete the Work, Client shall
compensate Contractor for the remaining balance of the cost of Work actually completed and
accepted by Client less Client's costs. If the cost of finishing the Work exceeds the balance of
the Contract Price, Contractor shall pay the difference to Client within ______________
[Instructions: Insert the length of time that Contractor will refund to the Client any unused
sums] of written demand. The cost of finishing the Work shall include any professional services
or other Loss and Expense incurred by Client as a result of Contractor's Default.




© Copyright 2013 Docstoc Inc.                                                         9
14.5. If Contractor is terminated for Default, Contractor shall assign its contracts with
Subcontractors to Client upon Client's request. Contractor's agreements with the Subcontractors
shall recognize such right.

15. TERMINATION FOR CONVENIENCE

Client reserves the absolute right to terminate this Agreement, without cause, upon
______________ [Instructions: Insert the amount of time written notice required to
terminate this agreement] prior written notice. In such event, Contractor shall be entitled to
payment (“Termination Payment”) in an amount not to exceed the Contract Price, which shall be
calculated as follows: (a) Contractor's actual cost for that part of the Work actually completed by
Contractor and accepted by Client; plus (b) other reasonable, documented, out-of-pocket costs
actually incurred by Contractor in connection with termination; plus (c) 10% of the foregoing
costs for all overhead and profit. Contractor shall not be entitled to any payment for so-called
"lost profit." There shall be deducted from the Termination Payment the amount of any
payments made to Contractor on account of Work. Contractor shall not be entitled to any claim
or lien against Client or the Project for any additional compensation or damages in the event of
such termination and payment. If this Agreement is terminated by Client for default, and it is
later determined that the default termination was wrongful, such termination automatically shall
be converted to and treated as a termination for convenience under this section and Contractor
shall be entitled to receive only the Termination Payment.

16. INTELLECTUAL PROPERTY

All plans, drawings, specifications, tests, calculations, reports, samples and other submittals
(collectively the “Documents”) prepared and furnished by Contractor or any Subcontractor for
the Project, together with all Contract Documents and any intellectual property rights in the
foregoing, shall be the property of Client whether the Project is completed or not, and shall be
delivered to Client on the earlier of Substantial Completion or the date of termination of this
Agreement.

17. LIENS

Contractor shall defend, indemnify, and hold Client harmless from and against any and all Loss
and Expense (defined below) arising by reason of any claims, liens, stop notices, or bond claims
for labor, materials, or equipment used or furnished to be used on the Project, or union trust fund
payments arising from or relating to Work or the Project (any such, a “Lien”). Contractor shall
cause the effect of any such Lien to be released, bonded or otherwise removed from the Project
within 10 days after written demand by Client. If Contractor fails to do so, Client may use
whatever means it deems appropriate to cause the Lien to be removed or dismissed. Any and all
resulting Loss and Expense shall be immediately due and payable to Client by Contractor.



© Copyright 2013 Docstoc Inc.                                                          10
18. INSURANCE; BONDS

18.1. Exhibit C sets forth certain insurance requirements and is incorporated herein.
Contractor agrees that at all times during the life of this Agreement, it shall maintain at its own
cost those insurance coverage specified in Exhibit C. Client shall be responsible for obtaining
builders risk insurance at Client's cost.

18.2. If required by Client, prior to commencement of the Work, Contractor shall execute and
deliver to Client a payment bond and/or a performance bond in amounts specified by Client, but
not to exceed 100% of the Contract Price, at Client's expense. The bonds shall be executed by a
surety company admitted in California and in a form satisfactory to Client. The bonds shall not
restrict or adversely affect Client's rights to offset or deduct from payments to Contractor as
provided in this Agreement.

19. INDEMNIFICATION

Contractor shall indemnify, defend, and hold the Indemnified Parties harmless from and against
any and claims, liability, loss, damage, costs or expenses, including reasonable attorneys' fees,
expert witness fees, awards, fines or judgments (collectively, “Loss and Expense”), resulting
from death or bodily injury to persons, injury to property, or other use connected with the Work
or the Project to the extent caused by, contributed to or arising from negligent errors or
omissions or willful misconduct (whether performed by Contractor or an agent or Subcontractor
engaged by Contractor), provided however that Contractor shall not be obligated under this
Agreement to indemnify any entity to the extent that the damage is caused by the sole negligence
or willful misconduct of Client or its agents or contractors other than Contractor. The
"Indemnified Parties" are Client, Project Manager, and each of their officers, directors, venturers,
parents, affiliates, subsidiaries and agents, and all shareholders, officers, directors, employees
and managers of same.

20. NOTICES

All notices required or permitted by this Agreement shall be in writing and may be accomplished
either by personal delivery, first-class regular U.S. mail, express delivery by a reputable national
carrier, or confirmed facsimile transmission sent to the party at the address or facsimile number
shown in this Agreement. Notices shall be effective on the date of receipt or refused delivery.

21. GOVERNING LAW; STATE REQUIRED TERMS AND CONDITIONS

This Agreement shall be governed by and construed under the laws of the State of
_______________________. [Instructions: Insert the state’s laws that will govern this
agreement] The State Required Terms and Conditions attached as Exhibit D (to the extent
applicable to the Work) are incorporated by reference. Contractor shall perform the Work in full
compliance with such terms and any other applicable federal, state and local laws and regulations


© Copyright 2013 Docstoc Inc.                                                           11
in effect at the time the Work is performed (collectively, “Legal Requirements”). Among other
things, Contractor shall give all legally required notices; obtain all permits and licenses necessary
for performance of the Work; pay all local, state and federal taxes associated with the Work; and
pay all benefits, insurance, taxes and contributions which are measured by wages, salaries or
other remunerations paid to Contractor's employees. Upon Client's request, Contractor shall
furnish evidence satisfactory to Client that the foregoing obligations have been fulfilled.

22. PREVAILING PARTY COSTS

If either party commences any legal proceedings against the other under or related to this
Agreement or the Work, including but not limited to proceedings in arbitration or any state,
federal or bankruptcy court, the prevailing party shall be entitled to recover its attorneys’ fees,
expert witness’ fees, and all costs of suit, whether or not otherwise recoverable under rule of civil
procedure.

23. MODIFICATION; WAIVER

No supplement, modification or amendment to this Agreement shall be binding unless executed
in writing by both parties. No waiver of any provision in this Agreement shall be deemed, or
shall constitute, a waiver of any other provisions, nor shall any waiver constitute a continuing
waiver. No waiver shall be binding unless executed in writing by the party making the waiver.

24. ASSIGNMENT

This Agreement shall be binding upon and shall inure to the benefit of the parties and their
respective permitted successors and assigns. Contractor shall not be entitled to assign or
delegate any of its rights or obligations hereunder without the prior written consent of Client; any
such assignment is void. Client may assign this Agreement to an affiliated entity, as that term is
defined in California Corporations Code section 150, at any time and without Contractor's
consent. Client will promptly provide notice to Contractor of any such assignment.

25. SAVINGS CLAUSE

If any provision of this Agreement shall be held to be invalid under any applicable Legal
Requirement, then such provision shall remain in effect to the extent permitted, and the
remaining provisions of this Agreement shall remain in full force and effect.

26. CONTRACTOR LICENSING

Contractors are required by law to be licensed and regulated by the Contractors' State License
Board which has jurisdiction to investigate complaints against contractors if a complaint
regarding a patent act or omission is filed within four years of the date of the alleged violation.
A complaint regarding a latent act or omission pertaining to structural defects must be filed
within 10 years of the date of the alleged violation.


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27. EXECUTION

By their signature below, each of the following represent that they have authority to execute this
Agreement and to bind the party on whose behalf their execution is made. This Agreement may
be signed in counterparts, each complete set of which shall constitute an original.


IN WITNESS WHEREOF, the parties hereto have entered into this Agreement on the date first
written above.



CONTRACTOR



____________________________
By: ____________________________
I have authority to bind the company.



CLIENT



____________________________




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                                         EXHIBIT A

                                   SCOPE OF SERVICES



[Instructions: Insert the services Contractor will provide. E.g., work, labor, tools, materials
and equipment]




© Copyright 2013 Docstoc Inc.                                                       14
                                          EXHIBIT B

                                      COMPENSATION

1. CONTRACT PRICE

The Contract Price is $_____________. [Instructions: Insert total contract price for the
Contractor’s services] The Contract Price is allocated according to the schedule of values
attached hereto. The schedule of values shall serve as the basis for applications for payment
during a given period.

2. RETAINAGE

Client shall retain _____% [Instructions: Insert the percentage the Client will retain to
ensure Contractor’s continued performance] from each progress payment of the Contract
Price as security for Contractor's continuing performance.

3. EXTRA WORK

The increase or decrease in Contract Price resulting from a change in the Work shall be
determined by one or more of the following methods:

   (a) Unit prices attached hereto or as subsequently agreed to between the parties;

   (b) A mutually accepted, lump sum, properly itemized and supported by sufficient
       substantiating data to permit evaluation by Client; or

   (c) the reasonable expense and savings in the performance of the Work resulting from the
       change on a time and materials basis using the hourly rates attached hereto, plus the
       Change Order Markup discussed below.

If the net result of both additions and deletions to the Work is an increase in the Contract Price,
mark-ups shall be calculated on the basis of the net increase to the Contract Price. If the net
result of both additions and deletions to the Work is a decrease in the Contract Price, there shall
be no overhead or profit adjustment to the Contract Price. Contractor shall maintain a
documented, itemized accounting evidencing the expenses and savings associated with all
changes in the Work. The aggregate mark-up for the overhead and profit and incremental
additional costs of bonds and insurance on all Extra Work for Contractor and subcontractors of
every tier shall be limited to ____% [Instructions: Insert the maximum percentage that can
be used as a change order markup] (the “Change Order Markup”).

[Instructions: Attach a schedule of values, hourly rates and any unit prices]



© Copyright 2013 Docstoc Inc.                                                          15
                                           EXHIBIT C

                                          INSURANCE

Prior to Contractor commencing the Work, and continuing for a period of at least __________
[Instructions: Insert the minimum amount of time after substantial completion that
Contractor must maintain insurance] following Substantial Completion, Contractor shall, at
its sole cost and expense, carry and maintain the following insurance coverage with reliable
insurers reasonably acceptable to Client:

1. GENERAL

   (a) Written on an Occurrence Basis. No Claims Made or Modified Occurrence Policies

   (b) AM Best Rating of A-, X or Better

   (c) Contain a 60 Day Cancellation Provision, except for Non-Pay (10 days)

   (d) The wording “ENDEAVOR TO” and “BUT FAILURE TO MAIL SUCH NOTICE
       SHALL IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE
       COMPANY” deleted from the certificate of insurance.

   (e) Contractor's insurance shall be primary, with any insurance maintained by an additional
       insured party being non-contributory.

   (f) Subcontractors are required to provide Client with certificates of insurance

   (g) All certificates of insurance with the required endorsements must be provided to Client
       prior to the commencement of Work

   (h) Client shall have the right to approve the insurer, form, and content of Contractor’s
       insurance policies

2. COMMERCIAL GENERAL LIABILITY

   (a) Limits of at least:

           $1,000,000           Per Occurrence

           $2,000,000           General Aggregate



© Copyright 2013 Docstoc Inc.                                                         16
           $1,000,000           Products / Completed Operations Aggregate

           $1,000,000           Personal and Advertising Injury

           $100,000             Damage to Rented Premises

           $5,000               Medical Expenses

   (b) Maximum deductible of $10,000 per occurrence.

   (c) Name Client, Project Manager a and all other Indemnified Parties as additional insureds,

   (d) Include Contractual Liability (including Contractor's obligations assumed in this
       Agreement)

   (e) Include broad form property damage liability

   (f) Include premises, operations and mobile equipment liability

   (g) Include Primary & Non Contributory endorsement/wording

   (h) Include a Waiver of Subrogation on behalf of additional insured parties

   (i) Include coverage for Subcontractors and Independent Contractors with no limitations or
       warranties

   (j) No exclusions or limitations for Explosion, Collapse, or Underground Hazard

   (k) No exclusions or limitations for Subsidence, Soil or Earth Movement

   (l) Defense Costs Outside of the Policy Limits

   (m)Include a Per Project and Per Location General Aggregate

3. WORKERS COMPENSATION

   (a) Comply with all State and Federal statutes

   (b) Include a Waiver of Subrogation on behalf of Client, Project Manager, the State of
       California and all other Indemnified Parties

   (c) Include Employers’ Liability Insurance covering all work places with limits of at least:


© Copyright 2013 Docstoc Inc.                                                         17
          $1,000,000 Each Accident

          $1,000,000 Disease – Policy Limit

          $1,000,000 Disease – Each Employee

4. AUTOMOBILE LIABILITY

   (a) Combined Single Limit of at least $1,000,000 for all owned, hired, rented, or borrowed
       vehicles

   (b) Written using Symbol 1 – Any Auto for Liability (coverage for Owned, Non-Owned, and
       Hired Autos)

   (c) Name Client, Project Manager, and all other Indemnified Parties as additional insureds

   (d) Include a Waiver of Subrogation on behalf of additional insured parties




© Copyright 2013 Docstoc Inc.                                                       18
                                            EXHIBIT D

                      STATE REQUIRED TERMS AND CONDITIONS

1. AUDIT

Contractor agrees that the Client, their designated representative shall have the right to review
and to copy any records and supporting documentation pertaining to the performance of this
Agreement. Contractor agrees to maintain such records for possible audit for a minimum of
_________ [Instructions: Insert the minimum amount of time after substantial completion
that Contractor must maintain insurance] final payment, unless a longer period of records
retention is stipulated. Contractor agrees to allow the auditor(s) access to such records during
normal business hours and to allow interviews of any employees who might reasonably have
information related to such records. Further, Contractor agrees to include a similar right of Client
to audit records and interview staff in any subcontract or subconsultant agreement related to
performance of this Agreement.

2. NON-DISCRIMINATION CLAUSE

During the performance of this Agreement, Contractor and its subcontractors and subconsultants
shall not unlawfully discriminate, harass, or allow harassment against any employee or applicant
for employment because of sex, race, color, ancestry, religious creed, national origin, physical
disability (including HIV and AIDS), mental disability, medical condition (cancer), age (over
40), marital status, and denial of family care leave. Contractor, subcontractors and subconsultants
shall insure that the evaluation and treatment of their employees and applicants for employment
are free from such discrimination and harassment. Contractor, subcontractors and subconsultants
shall comply with the provisions of the Fair Employment and Housing Act (Gov. Code §12990
(a-f) et seq.) and the applicable regulations promulgated thereunder. The applicable regulations
of the Fair Employment and Housing Commission are incorporated into this Agreement by
reference and made a part hereof as if set forth in full, and Contractor hereby certifies that it has,
unless exempted, complied with theses nondiscrimination program requirements. Contractor and
its subcontractors and subconsultants shall give written notice of their obligations under this
clause to labor organizations with which they have a collective bargaining or other Agreement.
Contractor shall include the nondiscrimination and compliance provisions of this clause in all
subcontracts and sub-consultant agreements to perform work under the Agreement.

3. ANTITRUST CLAIMS

Contractor agrees that if this Agreement was awarded by means of a competitive bid, Contractor
shall comply with the requirements of applicable law.




© Copyright 2013 Docstoc Inc.                                                             19
For the purpose of this Section 3:



    (a) “Public purchase” means a purchase by means of competitive bids of goods, services, or
        materials by Client or any of its political subdivisions or public agencies on whose behalf
        the Attorney General may bring an action.

    (b) “Public purchasing body” means Client or the subdivision or agency making a public
        purchase.

    (c) In submitting a bid to a public purchasing body, the bidder offers and agrees that if the
         bid is accepted, it will assign to the purchasing body all rights, title, and interest in and to
         all causes of action it may have.

    (d) If an awarding body or public purchasing body receives, either through judgment or
         settlement, a monetary recovery for a cause of action assigned under this chapter, the
         assignor shall be entitled to receive reimbursement for actual legal costs incurred and
         may, upon demand, recover from the public body any portion of the recovery, including
         treble damages, attributable to overcharges that were paid by the assignor but were not
         paid by the public body as part of the bid price, less the expenses incurred in obtaining
         that portion of the recovery.

    (e) Upon demand in writing by the assignor, the assignee shall, within one year from such
        demand, reassign the cause of action assigned under this part if the assignor has been or
        may have been injured by the violation of law for which the cause of action arose and (a)
        the assignee has not been injured thereby, or (b) the assignee declines to file a court
        action for the cause of action.

4. DRUG-FREE WORKPLACE REQUIREMENTS

Contractor will comply with the requirements of the Drug-Free Workplace Act of 1990 and will
provide a drug-free workplace by taking the following actions:

   (a) Publish a statement notifying employees that unlawful manufacture, distribution,
       dispensation, possession or use of a controlled substance is prohibited and specifying
       actions to be taken against employees for violations.

   (b) Establish a Drug-Free Awareness Program to inform employees about: the dangers of
       drug abuse in the workplace; the person’s or organization's policy of maintaining a drug-




© Copyright 2013 Docstoc Inc.                                                               20
       free workplace; any available counseling, rehabilitation and employee assistance
       programs; and, penalties that may be imposed upon employees for drug abuse violations.

   (c) Every employee who works on the proposed Agreement will receive a copy of the
       company's drug-free workplace policy statement; and, agree to abide by the terms of the
       company's statement as a condition of employment on the Agreement.

Failure to comply with these requirements may result in suspension of payments under the
Agreement or termination of the Agreement or both and Contractor may be ineligible for award
of any future Client or State agreements if Client or the State determine that any of the following
has occurred: Contractor has made false certification, or violated the certification by failing to
carry out the requirements as noted above.

5. NATIONAL LABOR RELATIONS BOARD CERTIFICATION

Contractor certifies that no more than one (1) final unappealable finding of contempt of court by
a Federal court has been issued against Contractor within the immediately preceding two-year
period because of Contractor’s failure to comply with an order of a Federal court, which orders
Contractor to comply with an order of the National Labor Relations Board. (Pub. Contract Code
§10296.) (Not applicable to public entities.)

6. CONFLICT OF INTEREST/STATE OFFICERS OR EMPLOYEES

Contractor acknowledges its awareness of the following provisions regarding current or former
state employees:

   (a) No state officer or employee may engage in any employment, activity or enterprise from
       which the officer or employee receives compensation or has a financial interest and
       which is sponsored or funded by any state agency, unless the employment, activity or
       enterprise is required as a condition of regular state employment.

   (b) No state officer or employee may contract on his or her own behalf as an independent
       consultant with any state agency to provide goods or services.

   (c) For the two-year period from the date he or she left state employment, no former state
       officer or employee may enter into a contract in which he or she engaged in any of the
       negotiations, transactions, planning, arrangements or any part of the decision-making
       process relevant to the contract while employed in any capacity by any state agency.

   (d) For the twelve-month period from the date he or she left state employment, no former
       state officer or employee may enter into a contract with any state agency if he or she was
       employed by that state agency in a policy-making position in the same general subject


© Copyright 2013 Docstoc Inc.                                                          21
       area as the proposed contract within the 12-month period prior to his or her leaving state
       service.

7. LABOR CODE/WORKERS' COMPENSATION

Contractor acknowledges its awareness of the provisions which require every employer to be
insured against liability for Worker's Compensation or to undertake self-insurance in accordance
with law, and Contractor agrees to comply with such provisions before commencing the
performance of the work of this Agreement.

8. AMERICANS WITH DISABILITIES ACT

Contractor certifies that it complies with the Americans with Disabilities Act (ADA) of 1990,
which prohibits discrimination on the basis of disability, as well as all applicable regulations and
guidelines issued pursuant to the ADA. (42 U.S.C. 12101 et seq.)

9. AIR OR WATER POLLUTION VIOLATION

Contractor agrees that it shall not be: (1) in violation of any order or resolution not subject to
review promulgated by the State Air Resources Board or an air pollution control district; (2)
subject to a cease and desist order not subject to review issued pursuant to Section 13301 of the
Water Code for violation of waste discharge requirements or discharge prohibitions; or (3)
finally determined to be in violation of provisions of federal law relating to air or water
pollution.

10. TRENCHING

If the Contract Price exceeds $25,000 and involves the excavation of any trench(es) five feet or
more in depth, the Contractor shall submit to Client or its designated engineer, in advance of
excavation, a detailed plan showing design of shoring, bracing, sloping, or other provisions to be
made for worker protection from the hazard of caving ground during the excavation of such
trench or trenches. If such plan varies from the shoring system standards, the plan shall be
prepared by a registered civil or structural engineer.

11. OTHER REQUIRED LABOR CODE CITATIONS

   (a) Prevailing Wages; Certified Payrolls. The project is subject to State prevailing wage and
       certified payroll requirements, and Contractor shall comply with applicable requirements.
       Contractor shall pay not less than the prevailing rate of per diem wages as determined by
       the Director of the California Department of Industrial Relations. Copies of the
       prevailing rate of per diem wages are on file at the principal office of the Project Manager
       (on behalf of Client) and shall be made available to any interested party upon request.




© Copyright 2013 Docstoc Inc.                                                           22
   (b) Eight Hour Work Day. In accordance with applicable law, eight (8) hours of labor shall
       constitute a legal day's work upon all work done hereunder, and Contractor and any
       subcontractor or subconsultant employed under this Agreement shall conform to and be
       bound such provisions.

   (c) Apprentices. Contractor and its subcontractors and subconsultants shall comply with the
       requirements regarding employment of apprentices on the project.




© Copyright 2013 Docstoc Inc.                                                       23
                                         EXHIBIT E

      PLANS, SPECIFICATIONS AND OTHER CONSTRUCTION DOCUMENTS

[Instructions: Attach a list of all plans, specifications, and other construction documents to
be furnished to Contractor by Client, with issuance dates]




© Copyright 2013 Docstoc Inc.                                                       24
                                        EXHIBIT F

                                  PROJECT SCHEDULE



Contractor shall achieve Substantial Completion by _________ ___, 20__, [Instructions: Insert
the date the project will be substantially completed] subject to extensions of time in
accordance with the Agreement.

The initial Project Schedule is attached hereto, and is subject to revision by Project Manager
from time to time. Any revisions to the Project Schedule proposed by Contractor are subject to
the approval of Project Manager.

The Project Schedule includes a weather allowance of _____ [Instructions: Insert the number
of days of weather allowance ] calendar days.



[Instructions: Attach a Project Schedule]




© Copyright 2013 Docstoc Inc.                                                      25

								
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