Irrigation Services Contract

IRRIGATION SERVICES CONTRACT

This Irrigation Services Contract ("Contract") is entered into as of Effective Date: by and between Client Name: whose address is Client Address: ("Client"), and Contractor Name: whose business address is Contractor Address: ("Contractor"). Client and Contractor are each a "Party" and together the "Parties."

RECITALS

WHEREAS, Contractor is duly licensed and experienced in the installation, maintenance, repair and seasonal servicing of irrigation systems, including but not limited to controllers, valves, lateral lines, sprinkler heads and drip systems; and

WHEREAS, Client desires to retain Contractor to perform irrigation services at the property located at Service Property Address: ; and

WHEREAS, Contractor is willing to provide such services subject to the terms and conditions set forth in this Contract.

NOW, THEREFORE

In consideration of the mutual covenants and agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. SCOPE OF WORK

1.1 Contractor shall perform irrigation services including inspection, repair, adjustment, winterization, start-up, programming, and preventive maintenance as set forth in this Contract and in the written Scope of Work. Contractor shall provide all labor, supervision, tools and equipment necessary to perform the work in a professional and workmanlike manner in accordance with industry standards.

2. TERM

2.1 The term of this Contract shall commence on Commencement Date: and shall continue until Completion Date: unless earlier terminated in accordance with Section 11.

2.2 Contractor shall perform the services during normal business hours unless otherwise agreed in writing. Time is of the essence for Contractor's obligations where specific completion dates are stated in the Scope of Work.

3. COMPENSATION AND PAYMENT

3.1 Client shall pay Contractor for services performed in accordance with the rates and schedule set forth below. Contractor shall submit invoices detailing labor, parts, and materials. Payment is due within Payment Terms (days): days of receipt of invoice.

Monthly    Per Service Visit    On Completion

3.2 Late payments shall accrue interest at Late Payment Rate (% per annum): percent per annum, calculated monthly.

4. CHANGE ORDERS

4.1 Any changes to the Scope of Work that affect price, schedule or materials shall be made only by written Change Order signed by both Parties. The Change Order shall describe the change, any adjustment to compensation, and any revised completion date.

5. MATERIALS, EQUIPMENT AND SUBCONTRACTORS

5.1 Unless otherwise agreed in writing, Contractor shall supply materials and equipment necessary to perform the services. Client shall be responsible for the cost of materials as reflected on invoices unless otherwise stated.

5.2 Contractor may engage qualified subcontractors to perform portions of the work so long as Contractor remains responsible for the subcontractor's performance and compliance with this Contract.

6. ACCESS, PERMITS AND SITE CONDITIONS

6.1 Client shall provide Contractor reasonable access to the property and shall obtain and pay for any permits, licenses or approvals required for performance unless otherwise agreed in writing. Client warrants that site conditions are as represented to Contractor and shall promptly notify Contractor of any underground utilities, hazards or special conditions.

7. WARRANTY

7.1 Contractor warrants that labor performed under this Contract will be performed in a professional and workmanlike manner for Warranty Period (months): months from completion of the services. This limited warranty does not apply to damage resulting from misuse, negligence, freezing, vandalism, or acts of God.

7.2 Contractor’s obligations under this warranty are limited to repair or replacement of defective workmanship at Contractor's option.

8. INSURANCE

8.1 Contractor shall maintain insurance coverages sufficient for the performance of the work, including commercial general liability and workers' compensation as required by law. Upon request, Contractor shall furnish certificates evidencing such insurance.

Provided    Not Provided

9. INDEMNIFICATION

9.1 To the fullest extent permitted by law, Contractor shall indemnify and hold harmless Client and its officers, agents and employees from and against any claims, liabilities, damages, losses and expenses, including reasonable attorneys' fees, arising out of or resulting from Contractor's negligent acts, omissions or willful misconduct in the performance of the services. Client shall indemnify Contractor for claims arising from Client's negligence, misrepresentations or breach of this Contract.

10. LIMITATION OF LIABILITY

10.1 Except for liability arising from gross negligence, willful misconduct, or Contractor's breach of its indemnification obligations, neither Party shall be liable to the other for incidental, consequential, special or punitive damages. The aggregate liability of Contractor for claims arising out of this Contract shall not exceed Liability Cap Amount: .

11. TERMINATION

11.1 Either Party may terminate this Contract for cause upon written notice if the other Party materially breaches any obligation hereunder and fails to cure such breach within Cure Period (days): days after receipt of written notice specifying the breach.

11.2 Upon termination for any reason, Client shall pay Contractor for all services performed and reasonable demobilization costs incurred through the effective date of termination.

12. CONFIDENTIALITY

12.1 Each Party shall keep confidential and not disclose to any third party any business or technical information of the other Party designated as confidential or reasonably understood to be confidential, except as required by law or to perform the services. Confidential information shall not include information that is or becomes generally known to the public through no fault of the receiving Party.

13. NOTICES

13.1 All notices, requests, demands and other communications under this Contract shall be in writing and delivered to the addresses set forth below or to such other address as either Party may designate by notice in accordance with this Section. Notices shall be deemed given upon personal delivery, three (3) days after deposit in the U.S. mail with postage prepaid, or upon confirmed electronic transmission if sent to an authorized representative.

14. GOVERNING LAW; VENUE

14.1 This Contract shall be governed by and construed in accordance with the laws of Governing State: without regard to its conflicts of law principles. Venue for any action arising out of or relating to this Contract shall lie exclusively in the state or federal courts located in the county where the Service Property Address is located.

15. ENTIRE AGREEMENT; SEVERABILITY

15.1 This Contract, together with all attachments and written Change Orders executed by the Parties, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral.

15.2 If any provision of this Contract is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall remain in full force and effect.

16. AMENDMENTS; WAIVER; COUNTERPARTS

16.1 No amendment or modification of this Contract shall be binding unless in writing and signed by both Parties. The failure of either Party to enforce any right shall not constitute a waiver of that right. This Contract may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one instrument.

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