Legal Facade Contract

LEGAL FACADE CONTRACT

This Legal Facade Contract (the "Agreement") is entered into as of Effective Date: by and between Owner: , whose principal address is (hereinafter "Owner"), and Contractor: , whose principal address is (hereinafter "Contractor").

RECITALS

WHEREAS, Owner owns or controls the building(s) and associated structures identified in the Scope of Work and desires repair, restoration, replacement, and legal compliance services to the building exterior and facade systems; and

WHEREAS, Contractor is duly licensed, trained, and experienced in facade repair, restoration, waterproofing, and related permitting and code-compliance work and represents that it will perform such services in accordance with applicable laws and industry standards; and

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to the performance, payment, warranties, insurance, indemnity and completion of such facade work.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows:

1. DEFINITIONS

For purposes of this Agreement the following terms have the meanings set forth below:

"Work" means all labor, materials, equipment, permits, inspections, testing, and services to be provided by Contractor as described in Section 2 and the Scope of Work attachment incorporated herein.

"Contract Price" means the total sum payable by Owner to Contractor pursuant to Section 5: $

2. SCOPE OF WORK

Contractor shall furnish all labor, materials, supervision, tools, equipment, means and methods necessary to perform the Work described in the Scope of Work below and any drawings, specifications, and schedules expressly incorporated into this Agreement. The Work includes, without limitation, facade inspection, removal and replacement of deteriorated elements, flashing and sealant replacement, masonry repair, anchorage repairs, protective coatings, and tests required by applicable code or by Owner.

3. PERMITS, LAWS AND COMPLIANCE

Contractor shall obtain and pay for all permits, inspections and approvals required by federal, state and local authorities for performance of the Work, unless specified otherwise in writing. Contractor shall perform the Work in compliance with all applicable codes, ordinances and lawful orders of governmental authorities. Contractor shall notify Owner promptly of any condition encountered that may constitute a code violation or latent hazard.

4. SCHEDULE

Contractor shall commence work on or before Start Date: and shall achieve Substantial Completion on or before Completion Date: , subject to approved change orders, force majeure, and written extensions.

5. CONTRACT PRICE; PAYMENT

Owner shall pay Contractor the Contract Price in accordance with the payment schedule below. Payments shall be due within days of receipt of an accurate invoice. Invoices shall itemize labor, materials, permits, and approved change orders. Late payments shall accrue interest at the rate of per month.

6. CHANGE ORDERS

Any change to the Work or Contract Price shall be set forth in a written change order signed by Owner and Contractor describing the change, adjustment to Contract Price, and any extension to the schedule. Contractor shall not be entitled to payment for extra work without a signed change order, except where immediate action is necessary to avoid imminently hazardous conditions.

7. WARRANTIES

Contractor warrants that the Work will be free from defects in workmanship and materials for a period of from Substantial Completion, except for defects resulting from ordinary wear and tear, misuse, or modifications by others. Manufacturer warranties for materials shall be passed through to Owner to the extent assignable.

8. INSURANCE

Contractor shall maintain, at its expense, commercial general liability, automobile liability, workers’ compensation, and employer’s liability insurance with limits customary in the industry and sufficient to cover the Work. Contractor shall provide certificates of insurance upon request and shall name Owner as an additional insured with respect to liability arising out of Contractor’s operations under this Agreement, to the extent allowable by law and insurer.

9. INDEMNIFICATION

Contractor shall defend, indemnify and hold harmless Owner and its officers, directors, agents and employees from and against any and all claims, damages, losses and expenses, including reasonable attorneys' fees, arising out of or resulting from the performance of the Work, to the extent caused by the negligent acts or omissions or willful misconduct of Contractor, subcontractors, or anyone directly or indirectly employed by them.

10. LIMITATION OF LIABILITY

EXCEPT FOR LIABILITY ARISING FROM CONTRACTOR’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR CONSEQUENTIAL, INDIRECT, EXEMPLARY OR PUNITIVE DAMAGES. CONTRACTOR’S AGGREGATE LIABILITY FOR DIRECT DAMAGES SHALL NOT EXCEED THE AMOUNT OF THE CONTRACT PRICE.

11. TERMINATION

Either party may terminate this Agreement upon material breach by the other party if such breach remains uncured for a period of thirty (30) days after written notice specifying the breach. Owner may terminate for convenience upon ten (10) days’ written notice and shall pay Contractor for Work performed to date and documented costs incurred as of the date of termination, less offsets for Owner’s damages caused by Contractor.

12. NOTICES

All notices under this Agreement shall be in writing and delivered to the parties at the addresses below by personal delivery, certified mail (return receipt requested), or nationally recognized overnight courier. Notice is effective upon receipt.

13. ASSIGNMENT

Neither party shall assign this Agreement or any of its rights hereunder without the prior written consent of the other party, which consent shall not be unreasonably withheld; provided, however, that Owner may assign to a mortgagee or purchaser of the property without Contractor’s consent; such assignee shall assume Owner’s obligations hereunder to the extent related to the property.

14. AMENDMENTS; WAIVER

No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties. Waiver of any breach shall not constitute waiver of any subsequent breach.

15. GOVERNING LAW

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

16. ENTIRE AGREEMENT

This Agreement, together with all attachments, exhibits and written change orders, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior negotiations, representations or agreements, whether written or oral.

17. SEVERABILITY

If any provision of this Agreement is held invalid or unenforceable, such provision shall be stricken and the remaining provisions shall remain in full force and effect to the fullest extent permitted by law.

18. COUNTERPARTS

This Agreement may be executed in two or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Signatures transmitted by facsimile or electronic image shall be deemed original signatures for all purposes.

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