Earthworks Project Document

EARTHWORKS PROJECT DOCUMENT

This Earthworks Project Agreement ("Agreement") is made effective as of by and between Client Name: , located at , and Contractor Name: , located at .

WHEREAS

WHEREAS, Client intends to undertake earthworks and site preparation at the project property described in the Scope of Work below; and

WHEREAS, Contractor represents that it is experienced in earthworks, grading, excavation, compaction, rock removal, erosion control, and other site work, and has the necessary equipment, personnel, licenses, and insurance to perform the work; and

WHEREAS, the parties desire to set forth the terms and conditions under which Contractor will perform the earthworks services for Client.

SCOPE OF WORK

PROJECT SCHEDULE

Commencement Date:   Estimated Substantial Completion: .

PAYMENT TERMS

Total Contract Price: $ .

Invoicing: Contractor shall submit invoices to Client upon completion of the payment milestones described above. Payment is due within days of invoice receipt.

Late Payment: Unpaid amounts shall accrue interest at from the due date until paid. Client shall also be responsible for collection costs and reasonable attorneys' fees incurred by Contractor in enforcing payment.

Retainage (if applicable): of each progress payment will be withheld and released upon final completion and receipt of all required waivers and compliance documentation.

Change Orders: Any modification to the Scope of Work that affects cost or schedule must be documented in a written change order signed by both parties before work commences. Contractor shall not be required to proceed with work subject to an unapproved change order.

TERM AND TERMINATION

Term: This Agreement shall commence on and shall expire on unless earlier terminated as provided herein.

Termination for Cause: Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure the breach within after receipt of written notice specifying the breach.

Termination for Convenience: Client may terminate for convenience upon providing Contractor with at least prior written notice. In such event Contractor shall be entitled to payment for work properly performed to the date of termination, together with reasonable demobilization costs.

CONFIDENTIALITY

Each party shall keep confidential all non-public information disclosed by the other party in connection with this Agreement, including technical, financial, and business information ("Confidential Information"). Confidential Information shall not include information that is or becomes generally known to the public other than by a breach of this Agreement, is received from a third party without breach of an obligation of confidentiality, or is independently developed without reference to the disclosing party's Confidential Information.

Duration: The obligations under this Confidentiality clause shall survive termination of this Agreement for a period of unless a longer period is required by law.

PERMITS, INSURANCE, AND SAFETY

Permits and Approvals: Contractor shall obtain and pay for all permits, licenses, and inspections required to perform the Scope of Work unless otherwise agreed in writing. Client shall provide reasonable access to the property and any available site information.

Insurance: Contractor shall maintain insurance customary for earthworks contractors, including commercial general liability, automobile liability, and workers' compensation. Upon request, Contractor shall provide certificates of insurance naming Client as an additional insured to the extent required by written contract.

Safety and Compliance: Contractor shall perform the work in compliance with applicable safety regulations and shall be responsible for daily site safety, including the use of erosion and sediment controls to prevent off-site impacts.

LIENS AND RELEASES

Contractor may file mechanic's or materialmen's liens if payments are not made in accordance with this Agreement, subject to any applicable notice and cure provisions. Final payment shall be conditioned upon Contractor's delivery of unconditional lien waivers and releases for all work and materials paid in full.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflict-of-law principles.

ENTIRE AGREEMENT

This Agreement, together with any attached plans, specifications, and executed change orders, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, representations, and understandings, whether written or oral. No waiver or modification of any provision shall be effective unless in writing and signed by both parties.

MISCELLANEOUS

Severability: If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

Notices: All notices required or permitted hereunder shall be in writing and delivered to the addresses set forth above or to such other address as either party designates in writing.

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