CONTRACT TERMS & CONDITIONS
1. Scope of Work. Contractor shall perform the described work in accordance with Owner’s contract plans and specifications, this Agreement, and any Change Order(s). A detailed Scope of Work may be included in Estimate Notes. Owner shall ensure prompt approval of all plans and specifications. Owner shall provide access to the construction site in a timely manner.
2. Contract Price and Payments. Owner agrees to pay Contractor the total amount of approved Estimate (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. Retainage of no more than 5% may be withheld from progress payments. Payment will be made by check, cash, or credit card, according to the following schedule:
25% deposit, due upon execution of this Agreement.
Bi-weekly or milestone progress payments as submitted by Contractor.
Balance due upon completion of the Work.
3. 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 Owner.
4. Licenses and Permits. Owner shall obtain all licenses and permits necessary for proper completion of the Work unless otherwise agreed. Owner is responsible for the cost of any necessary permits or licenses. Owner shall ensure the project meets zoning specifications.
5. 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, and any safety requirements of Owner (the “Applicable Laws”). Owner shall furnish all surveys and recording plats and a legal description of the property, if required by public agencies. Contractor shall promptly notify Owner upon discovery of any variance between the Applicable Laws and the Construction Documents.
6. 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.
7. 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 Owner upon completion of the Work.
8. Signs and Advertising. Contractor shall be allowed to place a standard-sized lawn sign or sandwich board sign advertising its name on the property during the term of the project. This advertising will be clean, minimal, and reasonably professional and unobtrusive. Contractor shall have rights to publish photos of in-progress and completed work, and Contractor will ensure that no personal or sensitive information is included/shared without owners expressed written consent.Contractor shall be allowed to place a standard-sized lawn sign or sandwich board sign advertising its name on the property during the term of the project. This advertising will be clean, minimal, and reasonably professional and unobtrusive. Contractor shall have rights to publish photos of in-progress and completed work, and Contractor will ensure that no personal or sensitive information is included/shared without owners expressed written consent.
9. Utilities. Owner shall pay for all permanent electric, water, phone, cable, sewer and gas service as needed to perform the Work. Owner 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. Warranty. Contractor warrants that the Work shall be in accordance with the Contract Documents and free from material structural defects. Contractor shall redo or repair any Work not in accordance with the Contract Documents or any defects caused by faulty materials, equipment or workmanship for a period of six (6) months from the date of completion of the Work.
11. 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 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 Owner.
12. Inspection. Owner 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.
13. 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, Owner shall have the right to order Contractor to stop performing the Work, or any portion thereof, until the cause for such order is eliminated.
14. Work Changes. Owner 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 Owner and Contractor, which shall be incorporated by reference herein.
15. Subcontracts. Contractor shall not employ any subcontractor to whom Owner 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. Subcontractors will be paid timely and, if requested by Owner, waivers of liability will be provided.
16. Indemnification. Contractor agrees to defend, indemnify and hold harmless Owner 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 Owner.
17. Waivers. If requested by Owner, conditional and final waivers of liability will be provided.
18. 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 $1,000,000.00 for each occurrence. If requested, contractor shall name Owner as an additional insured. Proof of such insurance shall be filed by Contractor with Owner within a reasonable time after request by Owner.
19. Waiver of Subrogation. Owner 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. Owner and Contractor shall cause each insurance policy carried by Owner or Contractor relating to the Property to include or allow a full waiver of any subrogation claims.
20. 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.
21. 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.
22. Early Termination for Breach of Contract.
A. Contractor's Termination. Contractor may, on one (1) days’ written notice to Owner, terminate this Agreement before the completion of the Work when for a period of seven (7) days after a progress payment is due, through no fault of Contractor, Owner fails to make the payment. On such termination Contractor may recover from Owner 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. Owner's Termination. Owner may, on ten (10) days’ notice to Contractor, terminate this Agreement before the completion of the Work, and without prejudice to any other remedy Owner 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, Owner shall pay such excess to Contractor.
23. Disputes. Any dispute arising from this Agreement shall be resolved in the courts of the State of Oregon.
24. Attorneys' Fees. If either Party brings legal action to enforce its rights under this Agreement, the prevailing party will be entitled to recover from the other Party its expenses (including reasonable attorneys’ fees and costs) incurred in connection with the action and any appeal.
25. 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.
26. 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 Oregon, without regard to its conflicts of laws provisions.
27. 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.
28. Amendments. This Agreement may not be amended or modified except by a written agreement signed by all of the Parties.