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This agreement is made between a contractor, and a client for the purposes of the contractor completing one specific project for the client. The agreement provides for a completion date of the project as well as standard provisions such as fees, termination and insurance. This document in its draft form contains numerous of the standard clauses commonly used in these types of agreements, as well as optional language to allow for customization to ensure the specific terms of the parties’ agreement are addressed. This agreement is most useful for persons or entities wanting to hire a contractor for a construction project.
This agreement is made between a contractor, and a client for the purposes of the contractor completing one specific project for the client. The agreement provides for a completion date of the project as well as standard provisions such as fees, termination and insurance. This document in its draft form contains numerous of the standard clauses commonly used in these types of agreements, as well as optional language to allow for customization to ensure the specific terms of the parties’ agreement are addressed. This agreement is most useful for persons or entities wanting to hire a contractor for a construction project. CONTRACTOR AGREEMENT FOR CONSTRUCTION PROJECT THIS AGREEMENT (the “Agreement”), made this ____ day of ____________, 2___ [Instruction: Insert Agreement date.] by and between __________________ [Instruction: contractor name.] (the “Contractor”) and __________________ [Instruction: Insert client name.] (the “Client”). WHEREAS the Contractor is in the business of providing constructions services for _____________________ [Instruction: Insert brief description of construction services; if Contractor is licensed, use those services for which it is licensed.]; AND WHEREAS the Client desires to obtain the construction services of the Contractor for the purposes of _____________________________ [Instruction: Insert brief description of construction services; more detailed description will be attached.] (the “Project”); AND WHEREAS the Contractor and the Client wish to enter into this Agreement to provide for the terms and conditions in respect to the construction services to be carried out by the Contractor for the Project. IN CONSIDERATION of the promises and the mutual covenants and agreements contained in this Agreement and other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged by each party), the parties hereby covenant and agree as follows: CONTRUCTION SERVICES 1. The Contractor shall perform the construction services to complete the Project at the premises municipally known as ______________________ [Instruction: Insert property address, including any apartment number.] (the “Premises”). 2. The Contractor shall supply all labor, material and equipment required to complete the Project. 3. The Project shall be completed by the Contractor in accordance with the Client’s specifications contained on SCHEDULE “A” annexed hereto, subject to any alterations or deletions by the Client from time to time. No alterations to the Project’s specifications shall be changed by the Contractor at any time without first obtaining the written consent of the Client. 4. The Contractor shall perform the construction services for the Project at the Premises in a professional and workman like manner and shall perform all construction services in accordance with industry standards and all applicable laws and regulations. © Copyright 2011 Docstoc Inc. registered document proprietary, copy not 2 5. The Contractor shall ensure that at all times that the Contractor and any of its employees or sub-contractors adhere to the Client’s safety standards and the safety standards that are in full force and effect in the governing jurisdiction. 6. The Client shall ensure that all work permits or other approvals that are required to be obtained by the Client prior to the Contractor commencing the construction services for the Project have been obtained from the relevant governmental or municipal authorities or agencies or any other authority or governing body. The Contractor shall ensure that all work permits that are required to be obtained by the Contractor prior to the commencement of the construction services for the Project have been obtained from the relevant governmental or municipal authorities or agencies or any other authority or governing body. [Comment: If the necessary work permits are known at the time of entering into this Agreement, parties may wish to consider setting forth here which party is responsible to obtain which permits.] 7. Prior to the completion of the Project, the Client shall have the right to inspect the Project and request any alterations as the Client may deem necessary. Upon such request by the Client, the Contractor shall make any and all such alterations. 8. The Contractor, at its sole cost and expense shall do each of the following while performing the construction work at the Premises for the Project: (a) remove any and all debris and garbage from the Premises; (b) limit the amount of loud disruptive activities to such times as the Client may designate: and (c) store any and all equipment in the locations as designated by the Client. 9. The Contractor shall have the right and sole discretion to use any subcontractor for the completion of any part of the Project. In the event the Contractor uses a subcontractor for any portion of the completion of the Project, the Contractor shall be solely responsible for the payment of fees to the subcontractor for the work performed by such subcontractor. 10. The Contractor shall be solely responsible for the payment of all wages for any of the Contractor’s employees and shall be responsible for the remittance of any and all taxes and statutory deductions as applicable by the laws of the governing jurisdiction. 11. Contractor has the sole right to control and direct the means, manner and method by which the construction services required by this Agreement will be performed. CONSTRUCTION FEES 12. The Contractor and the Client have agreed that the fees payable for the completion of the Project as more fully described on SCHEDULE “A” is the sum of _______________ © Copyright 2011 Docstoc Inc. registered document proprietary, copy not 3 ($_______) [Instruction: Insert amount of money due Contractor.] United States Dollars (the “Fees”). Client hereby acknowledges and agrees that any work done in addition to that set forth as the Project will incur additional costs, and further, that any change orders may incur additional costs. Contractor will disclose any such additional costs at the time of any such work revision or change order requests, and will require that Client agree in writing to any such additional costs. The Fees shall be paid by the Client to the Contractor by way of cash, check, certified check, bank draft, money order or credit card or by such other means as the Client and the Contractor may agree. 13. The Client shall pay to the Contractor a deposit in the amount of ___________ ($______) [Instruction: Insert deposit amount.] United States Dollars (the “Deposit”) upon execution of this Agreement to secure the performance of the Contractor for the construction services for the Project. The Deposit shall be paid by the Client to the Contractor by way of cash, check, certified check, bank draft, money order or credit card or by such other means as the Client and the Contractor may agree. 14. The balance of the Fees due and payable to the Contractor in the amount of ___________ ($_________) United States Dollars [Instruction: Insert final payment amount.] less the Deposit, shall be paid by the Client to the Contractor upon completion of the Project and upon the Client’s inspection and approval of the final work completed for the Project. The balance of the Fees due and payable shall be paid by the Client within _____ (__) [Instruction: Insert written number of days, followed by numerical representation of same, in which Client has to pay balance.] days of the Client inspection and approval of the completed project. TERM 15. The Term of this Agreement shall commence on the ____ day of _________, 2_____, [Instruction: Insert work start date.] or at such other date as the Contractor and the Client in writing may agree, and shall continue for a period of _______ (____) [Instruction: Insert anticipated timeframe for completion.] weeks/months (the “Term”). 16. The Project, subject to matters beyond the control of Client or Contractor and subject to change orders at the request of client, shall be completed by the Contractor by not later than the ____ day of ______, 2_____ [Instruction: Insert date by which construction must be completed.] (the “Completion Date”). 17. If the Contractor is delayed at any time in the commencement or progress of its work by an act or neglect of Client or any architect, or any subcontractor hired specially by Client, 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 Residence 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 by delay authorized by Client’s pending mediation or arbitration or by other causes which the Contractor © Copyright 2011 Docstoc Inc. registered document proprietary, copy not 4 determines may justify delay, then the Completion Date shall be extended by Change Order for such reasonable time as Contractor may determine. INDEPENDENT CONTRACTOR 18. The Contractor acknowledges that it is independent of the Client and shall not at any time be considered an employee or agent of the Client. The Contractor or its employees or any subcontractors of the Contractor shall not have the right at any time to be eligible to participate in any employee pension plan, health plan or other fringe benefit plan of the Client. 19. The Client hereby acknowledges and agrees that the Contractor shall perform all of the Services contemplated herein independent of the Client’s supervision, being only responsible for satisfactory completion of the Project. 20. The Client hereby acknowledges and agrees that the Contractor may at times use subcontractors for part of the Services to be performed, but shall be solely responsible for supervising the work of any subcontractors, the quality of work such subcontractors produce and the payment of any such subcontractors. In the event Client requests a particular subcontractor for any portion of the Services, it shall be Client’s sole obligation to pay such subcontractor. In such instance, Client shall bear sole responsibility for the quality of work such subcontractor produces. TAXES 21. 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. INSURANCE 22. The Contractor agrees that it will have in place adequate insurance prior to the commencement of the construction services and throughout the term of the Project for its employees, incurring loss or injury as a result of the acts of the Contractor or its employees or any of its subcontractors. 23. The Contractor shall provide to the Client a copy of such insurance coverage prior to the commencement of the construction services by the Contractor. The Contractor shall ensure that such insurance coverage remains in full force and effect throughout the duration of this Agreement. Upon request at any point during the term of this Agreement, Contractor shall provide Client with evidence that the insurance coverage remains in full force and effect. TERMINATION OF AGREEMENT © Copyright 2011 Docstoc Inc. registered document proprietary, copy not 5 24. The Contractor and the Client hereby agree that either party may terminate this Agreement on any of the following : (a) any breach by the Contractor or the Client of any of the terms or conditions of this Agreement; or (b) in the event the Client fails to pay to the Contractor any of the Fees contemplated by this Agreement; or (c) upon either party providing the other with _____ (___) [Instruction: Insert number of days.] days written notice of its intention to terminate this Agreement. 25. Upon the termination of this Agreement the Client shall pay to the Contractor any and all amounts due and owing for the construction services performed prior to the date of termination. GENERAL PROVISIONS 26. The objectives of this Article are to attempt to resolve all disputes arising between the parties as fairly, efficiently and cost effectively as possible. The parties may agree to vary the provisions of this Article, as they consider appropriate in order to respond with flexibility to any unique aspects of a dispute. Otherwise, the provisions of this Article shall apply. (i) A notice of a dispute by a party must be delivered to the other party in accordance with the notice provisions of this Agreement. Within ten (10) days after delivery of a notice of dispute, the receiving party shall deliver a response to the first party. The notice of dispute and response shall include a statement of that party’s position and a summary of the arguments supporting that position. As soon as possible after the response has been given, a representative of each of the parties to the dispute, who shall have full authority to settle the dispute, shall meet at mutually acceptable times and places as often as they consider necessary, to make efforts in good faith to resolve the dispute by amicable negotiations, within ______ (____) [Instruction: Insert number of days.] after the response was given. Each party shall provide to each other any information and documents relating to the dispute reasonably requested by the other party. Each party shall provide frank, candid and timely disclosure of all relevant facts, information and documents to facilitate the negotiations and the settlement of the dispute. The negotiations shall be construed as settlement discussions, shall be confidential and shall be conducted on a “without prejudice” basis. If one of the parties refuses or neglects to participate in the amicable negotiations, the other party may refer the dispute immediately to arbitration. © Copyright 2011 Docstoc Inc. registered document proprietary, copy not 6 (ii) If a dispute is not resolved pursuant to Paragraph 26(i) 26within the negotiation period or if either party neglects or refuses to participate in the amicable negotiations such dispute shall be submitted to arbitration in accordance with the provisions of the arbitration rules of the governing jurisdiction. (iii) Any arbitration hereunder shall be held in ___________ [Instruction: Enter city and state.] unless the parties otherwise agree. (iv) The law to be applied in connection with the arbitration shall be the law of ______________, [Instruction: Enter state.] excluding its conflict of law rules. (v) The arbitration shall be governed by the Arbitration Rules of the governing jurisdiction. It shall be a condition precedent to the bringing of any legal proceedings with respect to a dispute, that the parties shall have concluded the arbitration process in accordance with the provisions of the arbitration rules of the governing jurisdiction. (vi) The costs of arbitration shall be borne by the losing party. 27. This Agreement constitutes the entire agreement between the parties pertaining to the subject matter hereof and supersede all prior agreements, understandings, negotiations and discussions, whether oral or written, of the parties and there are no representations, warranties or other agreements between the parties in connection with the subject matter hereof except as specifically set forth herein or therein. The parties acknowledge and agree that they have not relied on any representation, warranty, statement or understanding, except as expressly provided herein, in entering into this Agreement. 28. This Agreement shall be governed by, and interpreted and enforced in accordance with, the laws in force in the State of ____________ [Instruction: Enter state.] (excluding any conflict of laws rule or principle which might refer such construction to the laws of another jurisdiction). Each party hereto irrevocably attorns to and submits to the non- exclusive jurisdiction of the Courts of _________, [Instruction: Enter city and state.] as applicable, with respect to any matter arising hereunder or related hereto. 29. This Agreement may only be amended, modified or supplemented by a written agreement signed by each party. 30. 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. © Copyright 2011 Docstoc Inc. registered document proprietary, copy not 7 31. Time shall be of the essence of this Agreement and of each of its provisions. 32. Each party agrees to make, execute, deliver or cause to be done, executed and delivered all such further acts, documents and things as may be reasonably required for the purpose of giving effect to this Agreement immediately upon the request of another party. 33. This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective successors (including by way of amalgamation or statutory arrangement of a party) and permitted assigns. 34. 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 Company at: ______________________ ______________________ Attention: _____________ Fax No: (____) _________ (b) if to the Client at: ______________________ ______________________ Attention: _____________ 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. © Copyright 2011 Docstoc Inc. registered document proprietary, copy not 8 35. This Agreement may be executed in several counterparts, each of which shall be deemed to be an original, but all such counterparts together shall constitute one agreement. 36. This Agreement may not be assigned or transferred by the Contractor without the express written consent of the Client which consent may be withheld in the Client’s sole and absolute discretion. In the event Client shall sell or enter into a contract of sale for the sale of the Residence, this Agreement may be assigned or transferred by the Client to the purchaser of the Residence. In such instance, Client shall remain liable hereunder until the closing of any such purchase. Upon such purchase, the new owner of the Residence would be liable hereunder, except with respect to any unpaid charges incurred by Client. Client would remain liable for any such unpaid charges. IN WITNESS WHEREOF the parties hereto have duly executed this Agreement as of the day and year first written above. (COMPANY) Per: Name: Title: I have authority to bind the Company. (CLIENT) Per: Name: Title: I have authority to bind the Company. © Copyright 2011 Docstoc Inc. registered document proprietary, copy not 9 SCHEDULE “A” © Copyright 2011 Docstoc Inc. registered document proprietary, copy not 10
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