Irrigation Services Agreement

Irrigation Services Agreement

This Irrigation Services Agreement ("Agreement") is entered into as of Effective Date: by and between Service Provider: with a principal business address at , and Client: with a principal address at . Service Provider and Client are each referred to herein as a "Party" and collectively as the "Parties."

Recitals

WHEREAS, Service Provider is engaged in the business of providing irrigation installation, maintenance, repair, and related services and possesses the necessary skill, experience, and equipment to perform such services;

WHEREAS, Client desires to obtain irrigation services at the property or properties identified in the Scope of Work and Service Provider is willing to provide such services under the terms and conditions set forth in this Agreement;

WHEREAS, the Parties intend by this Agreement to set forth their respective rights and obligations with respect to the provision of irrigation services.

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

1. Scope of Services

1.1 Services. Service Provider shall perform the irrigation services described in the Scope of Work attached to this Agreement and incorporated herein. Brief description of services:

1.2 Schedule. Unless otherwise agreed in writing, Service Provider shall commence services on or about and shall perform services in accordance with the schedule:

2. Compensation; Payment

2.1 Fees. Client shall pay Service Provider the fees set forth for Services. Base fee, if applicable: . Unit rates and labor rates:

2.2 Invoicing and Payment Terms. Service Provider shall invoice Client monthly or upon completion as selected: Monthly   On Completion. Payments are due within days of invoice receipt. Late payments shall accrue interest at the rate of on unpaid balances.

3. Change Orders

Any changes to the Scope of Work or schedule must be approved in writing. Service Provider shall prepare a written change order describing the change, cost estimate, and schedule impact. No change order is effective until executed by authorized representatives of both Parties.

4. Client Obligations; Access

Client shall provide Service Provider reasonable access to the property, water supply, electricity, and any permits or approvals required for performance. Client represents that it has authority to authorize the work at the property listed above and shall notify Service Provider of any underground utilities or known site conditions that may affect performance.

5. Materials, Equipment and Title

Service Provider shall supply materials and equipment necessary to perform the services unless the Parties agree that Client will supply specified items. Title to materials supplied by Service Provider remains with Service Provider until paid in full, except that installed materials become part of the real property upon installation.

6. Warranties; Remedies

Service Provider warrants that work performed will be free from defects in workmanship for a period of days from completion. This warranty does not cover damage caused by misuse, vandalism, acts of God, or alterations by others. Client's exclusive remedy for breach of this warranty shall be, at Service Provider's option, repair or re-performance of defective services or refund of amounts paid for the defective portion of the work.

7. Insurance; Indemnification

7.1 Insurance. Service Provider shall maintain commercial general liability insurance with limits of not less than $ per occurrence and workers' compensation as required by law. Upon request, Service Provider shall provide certificates of insurance naming Client as additional insured to the extent required by this Agreement.

7.2 Indemnity. Service Provider shall indemnify and hold harmless Client and its officers, agents, and employees from and against any claims, liabilities, losses, damages, and expenses (including reasonable attorneys' fees) to the extent caused by the negligent acts or omissions of Service Provider in the performance of the services. Client shall indemnify Service Provider for claims arising from Client's negligence or breach of this Agreement.

8. Compliance with Laws

Each Party shall comply with all applicable federal, state, and local laws, codes, ordinances, regulations and permit requirements applicable to the performance of its obligations under this Agreement, including environmental and water-use regulations.

9. Termination

Either Party may terminate this Agreement for cause upon written notice if the other Party fails to cure a material breach within days after receipt of written notice specifying the breach. Either Party may terminate for convenience upon days' prior written notice to the other Party, in which case Client shall pay for services performed and materials purchased through the termination date.

10. Confidentiality

Each Party shall keep confidential any non-public information disclosed by the other Party that is marked or reasonably should be understood to be confidential. Confidential information shall not include information that is or becomes publicly available other than through a breach of this Agreement or that is independently developed by the receiving Party. Confidential information may be disclosed as required by law, provided that the disclosing Party is given prior notice where legally permitted.

11. Limitation of Liability

Except for liability arising from gross negligence or willful misconduct, or obligations under Section 7 (Indemnity), neither Party shall be liable to the other for any incidental, consequential, special, or punitive damages, whether based in contract, tort (including negligence), or otherwise.

12. Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses below by hand delivery, nationally recognized overnight courier, or certified mail, return receipt requested, and shall be effective upon receipt.

13. Amendments; Waiver; Counterparts

This Agreement may be amended only by a written agreement signed by both Parties. No failure or delay in exercising any right shall operate as a waiver. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

14. Governing Law; Entire Agreement; Severability

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of law principles. This Agreement, including any incorporated attachments, constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior agreements and understandings. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

15. Miscellaneous Provisions

15.1 Independent Contractor. Service Provider is an independent contractor and nothing in this Agreement shall be construed to create a partnership, joint venture, or employer-employee relationship.

15.2 Assignment. Neither Party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other Party, except that Service Provider may assign to a successor in interest in connection with a merger or sale of substantially all of its assets.

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