State of __________ Rev.

134DA75

CONSTRUCTION CONTRACT AGREEMENT

This Construction Contract Agreement (this “Agreement”) is made as of the date of __________ by and
between __________, a __________ __________ located at __________, __________, __________
__________ ("Client”) and __________, a __________ __________ located at __________,
__________, __________ __________ ("Contractor"). Client and Contractor may each be referred to in
this Agreement individually as a “Party” and collectively as the “Parties.”

The Parties agree as follows:

1. Description of Work. Contractor shall perform the following described work at __________,
__________, __________ __________ (the "Property"), in accordance with Client’s contract plans and
specifications, this Agreement and any Change Order, as defined herein, (collectively, the "Contract
Documents"): __________ (the "Work"). Industry terminology used in any Contract Documents which are
not defined shall be interpreted as having the same meaning as that recognized in the construction
industry in the area where the Property is located.

2. Contract Price and Payments. Client agrees to pay Contractor the total amount of __________ (the
“Contract Price”). Payment of this amount is subject to additions or deductions in accordance with any
mutually agreed to changes and/or modifications in the Work. Payment will be made by __________,
according to the following schedule:

● __________ deposit, due upon the execution of this Agreement.

3. Certificate of Completion. Work under this Agreement shall begin on __________. Upon completion
of the Work, Contractor shall notify Client that the Work is ready for final inspection and acceptance and
Client shall make the final payment within __________ days after final inspection, unless another
payment arrangement has been made.

4. Materials and Labor. Contractor shall provide and pay for all labor and equipment, including tools,
construction equipment, machinery, transportation and all other facilities and services, and all materials
necessary for the completion of the Work. All materials shall be good quality and new, unless the
Contract Documents require or permit otherwise. Contractor may substitute materials only with the prior
written approval of Client. The following materials will not be included in the Contract Price and are the
sole responsibility of Client and will not be covered under warranty by Contractor: __________.

5. Licenses and Permits. __________ shall obtain all licenses and permits necessary for proper
completion of the Work. __________ is responsible for the cost of any necessary permits or licenses.

6. Laws and Regulations. Contractor shall perform the Work in a workmanlike manner and in
compliance with all applicable federal, state, and local laws, regulations and ordinances, trade standards,

Construction Contract Agreement (Rev. 134DA75) 1/7

ethical guidelines and any safety requirements of Client (the “Applicable Laws”). Contractor shall promptly
notify Client upon discovery of any variance between the Applicable Laws and the Construction
Documents.

7. Supervision of Construction. Contractor shall be solely responsible for and shall supervise and direct
all construction under this Agreement. Contractor shall provide competent and suitable personnel to
perform the Work and shall at all times maintain good discipline and order at the Property. Contractor will
at all times take all reasonable precautions for the safety of its employees and the public at the Property.
Contractor agrees to assume full responsibility for the acts, negligence, and/or omissions of its employees
and any subcontractors and their employees.

8. Record Documents. Contractor shall maintain in a safe place at the Property one record copy of all
drawings, specifications, addenda, written amendments, and the like in good order and annotated to
show all changes made during construction, which will be delivered to Client upon completion of the
Work. Client shall have the right to inspect and review such documents upon notice to Contractor.

9. Utilities. __________ shall pay for all permanent electric, water, phone, cable, sewer and gas service
as needed to perform the Work. __________ shall pay for the installation, connection and removal of all
temporary utilities on the Property during the performance of the Work. All temporary utilities shall
conform and adhere to the Applicable Laws.

10. Hazardous Materials. Except as otherwise provided in the Contract Documents, Contractor shall be
responsible for all Hazardous Materials brought to the Property by Contractor. Hazardous Materials shall
include radioactive materials, asbestos, polychlorinated biphenyls, petroleum products, crude oil,
flammable materials, chemicals or solvents known to cause cancer or reproductive toxicity, pollutants,
contaminants and toxic substances which are restricted, prohibited or regulated by any agency of
government in its manufacture, use, maintenance, storage, ownership or handling. If Contractor discovers
any Hazardous Materials on the Property, Contractor shall immediately notify Client and may cease
working until the material or substance has been rendered harmless. Client shall defend, indemnify and
hold harmless Contractor, any subcontractors, and their respective agents and employees from and
against all claims, damages, losses and expenses, including attorney’s fees, arising out of or resulting
from contact with the Hazardous Substance in performance of the Work resulting in bodily injury, illness
or death, or injury or property damage, provided such claim, damage, loss or expense is not the result of
any negligent act or omission by the party seeking such indemnity.

11. Warranty. Contractor warrants that the Work shall be in accordance with the Contract Documents,
applicable law and trade standards and free from material structural defects, improper workmanship or
defective materials. Contractor shall replace, correct or repair any Work not in accordance with the
Contract Documents, applicable law and trade standards or any defects caused by faulty materials,
equipment or workmanship for a period of __________ year(s) from the date of completion of the Work.
Nothing in this Section 11 shall be construed to place a time limit with respect to any other obligation
Contractor may have under this Agreement.

12. Condition of the Property. Contractor agrees to keep the Property and adjoining driveways free and
clear of waste material and rubbish. Contractor shall confine the storage of materials and equipment and

Construction Contract Agreement (Rev. 134DA75) 2/7

the operations of employees to the Property, and shall not unreasonably encumber the Property with
materials or equipment. Contractor shall be fully responsible for any damage to the Property or areas
contiguous thereto resulting from the performance of the Work. At the completion of the Work, Contractor
shall remove all waste materials, rubbish and debris from and about the Property as well as all tools,
appliances, construction equipment and machinery, and surplus materials, and shall leave the Property
clean and ready for occupancy by Client.

13. Inspection. Client shall have a right to inspect the Work at any time and request that Contractor
promptly correct any Work that is defective or does not conform to the Contract Documents. If required,
the Work shall be inspected and certified by the appropriate state or local agency or health officer at each
necessary stage.

14. Right to Stop Work. If Contractor fails to correct any defective Work or repeatedly fails to perform the
Work in accordance with the Contract Documents, Client shall have the right to order Contractor to stop
performing the Work, or any portion thereof, until the cause for such order is eliminated.

15. Subcontracts. Contractor shall furnish to Client a list of names of subcontractors proposed to perform
principal portions of the Work. Contractor shall not employ any subcontractor to whom Client reasonably
objects. A subcontractor, for the purposes of this Agreement, shall be a person with whom Contractor has
a direct contract for work at the Property. All contracts between Contractor and subcontractor shall be in
accordance with the terms of this Agreement and the Contract Documents.

16. Work Changes. Client reserves the right to order changes to the Work in the nature of additions,
deletions or modifications, without invalidating this Agreement, and agrees to make corresponding
adjustments in the Contract Price and time of termination if applicable. All changes will be authorized in a
written “Change Order” signed by Client and Contractor, which shall be incorporated by reference herein.

17. Other Contractors. Client reserves the right to enter into other contracts in connection with the Work.
Contractor shall cooperate with all other contractors so that their work shall not be impeded, and shall
give them access to the Property as necessary to perform their contracts.

18. Indemnification. Contractor agrees to defend, indemnify and hold harmless Client and its agents and
employees, from and against all claims, actions, liabilities, suits, demands, injuries, obligations, damages,
losses, settlements, judgments, fines, penalties, costs and expenses, including reasonable attorneys'
fees, arising out of any negligent act or omission by Contractor, a subcontractor or anyone directly or
indirectly employed by them in the performance of the Work resulting in bodily injury, illness or death, or
for property damage, including loss of use, unless caused by the sole negligence or willful misconduct of
Client.

19. Contractor’s Insurance. Contractor agrees to maintain at its own expense during the entire period of
construction at the Property:

A. General Liability Insurance. Such general liability insurance as will protect Contractor from claims
for property damage and bodily injury, with limits of liability not less than __________ for each
occurrence.

Construction Contract Agreement (Rev. 134DA75) 3/7

 B. Workers' Compensation Insurance. Such workers' compensation and employee insurance as
required by law.
C. Automobile Liability Insurance. Such automobile liability insurance with limits of liability not less
than __________.
D. Other Insurance.

Except for the workers' compensation insurance, Contractor shall name Client as an additional insured.
Proof of such insurance shall be filed by Contractor with Client within a reasonable time after execution of
this Agreement.

20. Waiver of Subrogation. Client and Contractor each waive any and all claims or rights to recovery
against the other Party for any loss or damage to the extent such loss or damage is covered by insurance
or would be covered by any insurance required under this Agreement. Client and Contractor shall cause
each insurance policy carried by Client or Contractor relating to the Property to include or allow a full
waiver of any subrogation claims.

21. Time of Essence. All times stated in this Agreement or in the Contract Documents are of the
essence. Contractor agrees that such times are reasonable for performing and completing the Work.

22. Extension of Time. The times stated in this Agreement may be extended for such reasonable time as
Contractor may determine when performance of the Work by Contractor is delayed by a Change Order,
labor disputes, fire, unusual delay in deliveries, abnormal adverse weather conditions, unavoidable
casualties, or other causes beyond Contractor’s control or which justify the delay.

23. Early Termination for Breach of Contract.

A. Contractor's Termination. Contractor may, on __________ days’ written notice to Client,

terminate this Agreement before the completion of the Work when for a period of __________ days
after a progress payment is due, through no fault of Contractor, Client fails to make the payment. On
such termination Contractor may recover from Client payment for all Work completed and for any loss
sustained by Contractor for materials, equipment, tools or machinery to the extent of actual loss
thereon, plus loss of a reasonable profit.

B. Client's Termination. Client may, on __________ days’ written notice to Contractor, terminate this
Agreement before the completion of the Work, and without prejudice to any other remedy Client may
have when Contractor defaults in the performance of any provision of this Agreement, or fails to carry
out performance of the Work in accordance with the provisions of the Contract Documents. If the
unpaid balance on the Contract Price at the time of the termination exceeds the expense of finishing
the Work, Client shall pay such excess to Contractor. If the expense of finishing the Work exceeds the
unpaid balance of the Contract Price at the time of termination, Contractor shall pay the difference to
Client.

24. Disputes. Any dispute arising from this Agreement shall be resolved through mediation. If the dispute
cannot be resolved through mediation, then the dispute will be resolved through binding arbitration
conducted in accordance with the rules of the American Arbitration Association.

Construction Contract Agreement (Rev. 134DA75) 4/7

25. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be
deemed an original and all of which together, shall constitute one and the same document.

26. Headings. The section headings herein are for reference purposes only and shall not otherwise affect
the meaning, construction or interpretation of any provision of this Agreement.

27. Notices. Any notice or communication given or made to any Party under this Agreement shall be in
writing and delivered by hand, sent by overnight courier service or sent by certified or registered mail,
return receipt requested, to the address stated above or to another address as that Party may
subsequently designate by notice and shall be deemed given on the date of delivery.

28. Assignment. No Party hereto shall have the right to assign its rights or delegate its duties hereunder
without the written consent of the other Party, which consent shall not be unreasonably withheld.

29. Binding Effect. This Agreement shall be binding and enure to the benefit of the Parties and their
respective legal representatives, heirs, administrators, executors, successors and permitted assigns.

30. Governing Law. This Agreement and the rights and obligations of the Parties hereto shall be
governed by and construed in accordance with the laws of the State of __________, without regard to its
conflicts of laws provisions.

31. Severability. If any provision of this Agreement is held to be invalid, illegal or unenforceable in whole
or in part, the remaining provisions shall not be affected and shall continue to be valid, legal and
enforceable as though the invalid, illegal or unenforceable part had not been included in this Agreement.

32. Entire Agreement. This Agreement contains the entire agreement between the Parties hereto with
respect to the subject matter hereof, and supersedes all prior negotiations, understandings and
agreements.

33. Amendments. This Agreement may not be amended or modified except by a written agreement
signed by the all of the Parties.

34. Waiver. No Party shall be deemed to have waived any provision of this Agreement or the exercise of
any rights held under this Agreement unless such waiver is made expressly and in writing. Waiver by any
Party of a breach or violation of any provision of this Agreement shall not constitute a waiver of any other
subsequent breach or violation.

35. Survival. The obligations of Contractor expressly identified in this Agreement, or those by operation
of law, shall survive the completion of Work or termination of this Agreement.

36. Industry Language. The language used for terms of this Agreement, unless otherwise defined, shall
be construed according to the customary meaning within the construction industry in the area where the
Project is located and for the type of Work being performed.

Construction Contract Agreement (Rev. 134DA75) 5/7

37. Independent Contractor. Contractor acknowledges that it is an independent contractor and is not an
agent, partner, joint venture nor employee of Client. Contractor shall have no authority to bind or
otherwise obligate Client in any manner nor shall Contractor represent to anyone that it has the right to do
so. Contractor further agrees that in the event that the Company suffers loss or damage as a result of a
violation of this provision Contractor shall indemnify and hold harmless Client from any such loss or
damage.

38. Rights of Third Parties. Nothing in this Agreement shall create or give to any third party a claim or
right of action against Contractor or Client.

39. Confidentiality. As a result of Contractor's participation in the Work, Contractor will have access and
contribute to information and materials of a highly sensitive nature, including Confidential Information.
Contractor hereby warrants that Contractor and its employees and agents shall not (without in each
instance obtaining the Client's prior written consent) disclose, make commercial or other use of, or give or
sell to any person, firm, or corporation, any Confidential Information received directly or indirectly from
Client or acquired or developed in the course of the performance of this Agreement unless: (1) required to
do so pursuant to Applicable Laws (and then only after Contractor has given Client prompt written notice
of the legal compulsion and, at Client's expense, provided by Client with cooperation in any attempt Client
may make to gain a protective order acceptable to Client); or (2) it is rightfully in the possession of
Contractor from a source other than Client prior to the time of disclosure of the information to Contractor
under this Contract; or (3) it was in the public domain prior to the time of Contractor's receipt; or (4) it
became part of the public domain prior to the time of Contractor's receipt by any means other than an
authorized act or omission on the part of Contractor; or (5) it is supplied to Contractor after the time of
Contractor's receipt by a third party who was not under any obligation to Client to maintain such
information in confidence; or (6) it was independently developed by Contractor prior to the time of its
receipt from Client. All Confidential Information, regardless of form, shall be the property of Client and
shall be returned to Client upon its request, or in any event, at the completion or earlier termination of this
Agreement.

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above.

__________
__________ __________
Client Client Representative Client Representative
Full Name Signature Name and Title

__________
__________ __________
Contractor Contractor Representative Contractor
Full Name Signature Representative
Name and Title

Construction Contract Agreement (Rev. 134DA75) 6/7

 Certificate of Completion

Contractor Name: __________

Property Address: __________, __________, __________ __________

Contract Date: __________

Completion Date: __________

Construction Contract Agreement (Rev. 134DA75) 7/7