Improvement Contract Agreement

IMPROVEMENT CONTRACT AGREEMENT

This Improvement Contract Agreement (the "Agreement") is made as of between Owner: whose principal address is , and Contractor: whose principal address is .

RECITALS

WHEREAS, Owner is the owner of the real property described as (the "Property");

WHEREAS, Owner desires certain improvements to be designed and constructed at the Property consisting principally of

WHEREAS, Contractor is duly qualified, experienced, and willing to perform the work described in this Agreement in accordance with the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties agree as follows:

1. SCOPE OF WORK

1.1 Contractor shall furnish all labor, materials, equipment, tools, permits and services necessary to complete the improvements described in the Contract Documents. The Work shall conform to the Project description and the following specifications:

1.2 The Contract Documents consist of this Agreement, drawings, specifications, addenda, and any written change orders executed by both parties. In the event of a conflict between documents, the order of precedence shall be: (i) Change Orders, (ii) this Agreement, (iii) Specifications, (iv) Drawings.

2. CONTRACT PRICE AND PAYMENT

2.1 Contract Price. Owner shall pay Contractor for satisfactory performance of the Work the total sum of (the "Contract Price"), subject to additions and deductions for authorized Change Orders.

2.2 Deposit and Progress Payments. Owner shall make an initial deposit of upon execution. Progress payments shall be made in accordance with the schedule below, based on work completed and approved by Owner:

2.3 Retainage. Owner may withhold retainage of from each progress payment until final completion, unless otherwise agreed in writing.

3. TIME FOR PERFORMANCE

3.1 Commencement. Contractor shall commence work on or before and shall diligently pursue completion.

3.2 Substantial Completion. Contractor shall achieve Substantial Completion by , subject to extensions authorized pursuant to this Agreement for delays beyond Contractor's control.

4. CHANGES AND CHANGE ORDERS

4.1 Any change to the Work, Contract Price, or Contract Time must be made by a written Change Order signed by Owner and Contractor. Contractor shall not proceed with changed Work without a fully executed Change Order, except to protect life or property or as otherwise expressly authorized in writing.

4.2 Change Orders shall state the adjustment to the Contract Price and/or Time and shall include a cost breakdown when applicable.

5. PERMITS, LAWS AND REGULATIONS

Contractor shall obtain and pay for all permits, inspections and approvals required by law for the performance of the Work, unless otherwise stated in the Contract Documents. Contractor shall comply with all applicable laws, codes and regulations.

6. WARRANTIES

6.1 Contractor warrants that the Work will be free from defects in materials and workmanship for a period of months from final completion. This warranty is in addition to any manufacturer warranties.

6.2 Remedies for breach of warranty shall include repair or replacement of defective work at Contractor's expense within a commercially reasonable time after written notice by Owner.

7. INSURANCE AND BONDS

7.1 Contractor shall maintain insurance coverages customary for the type and scope of work, including commercial general liability, workers' compensation, and automobile liability, and shall provide certificates upon request. Minimum limits shall be:

7.2 Performance and payment bonds shall be provided where required by Owner and shall be issued by sureties acceptable to Owner.

8. INDEMNIFICATION

Contractor shall indemnify, defend and hold harmless Owner and its agents, employees and representatives from and against all claims, liabilities, losses, damages and expenses (including reasonable attorneys' fees) arising out of or resulting from the performance of the Work, provided such claims are caused in whole or in part by Contractor's negligent acts or omissions, breach of this Agreement, or those of Contractor's subcontractors or suppliers.

9. MECHANIC'S LIENS

Contractor shall not permit or suffer any mechanic's, materialmen's or other lien or encumbrance to remain on the Property for labor or materials supplied. Contractor shall promptly discharge any such lien by bond or otherwise at Contractor's expense.

10. TERMINATION

10.1 Owner may terminate this Agreement if Contractor fails to cure a material breach within days after written notice. In the event of termination for cause, Owner may complete the Work and Contractor shall be liable for any excess cost.

10.2 Either party may terminate for convenience upon days' written notice. In such case Contractor shall be entitled to payment for Work performed and reasonable demobilization costs.

11. DISPUTE RESOLUTION

11.1 The parties shall attempt in good faith to resolve disputes arising under this Agreement by negotiation. If negotiation fails, the parties agree to submit unresolved disputes to binding arbitration administered in accordance with the parties' selected rules, unless the parties mutually agree in writing to litigation. The arbitrator shall have authority to award costs and reasonable attorneys' fees to the prevailing party where permitted by applicable law.

12. NOTICES

12.1 All notices required or permitted under this Agreement shall be in writing and shall be deemed given when personally delivered, sent by nationally recognized overnight carrier, or three (3) days after mailing by certified mail, postage prepaid, to the addresses set forth below or to such other address as either party may designate by written notice to the other.

13. AMENDMENTS; WAIVER; COUNTERPARTS

13.1 This Agreement may only be amended by a written instrument signed by both parties. No waiver of any provision shall be effective unless in writing and signed by the waiving party. This Agreement may be executed in counterparts, each of which shall constitute an original and all of which together shall constitute one instrument.

14. GOVERNING LAW; SEVERABILITY; ENTIRE AGREEMENT

14.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the state of without regard to conflict of law principles.

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

14.3 Entire Agreement. This Agreement, together with the Contract Documents referenced herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior agreements and understandings, whether written or oral.

15. MISCELLANEOUS

15.1 Subcontracting. Contractor may subcontract portions of the Work, provided Contractor remains responsible for the acts and omissions of subcontractors and suppliers and for compliance with this Agreement.

15.2 Records. Contractor shall maintain records of work performed and costs incurred upon request for a period of three (3) years following Final Completion.

Sign Now