Legal Facade Repairs Contract

LEGAL FACADE REPAIRS CONTRACT

This Facade Repairs Contract (the "Agreement") is made effective as of between Owner Name: , Owner Address: (the "Owner"), and Contractor Name: , Contractor Address: (the "Contractor").

RECITALS

WHEREAS, Owner is the legal owner of the building located at (the "Property"); and

WHEREAS, Owner requires professional facade repair, restoration and related services to the exterior of the Property, including but not limited to masonry repair, water-proofing, anchorage repairs, and replacement of facade elements (collectively, the "Work"); and

WHEREAS, Contractor represents that it is duly experienced, licensed and qualified to perform the Work and agrees to perform the Work pursuant to the terms and conditions set forth in this Agreement.

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

1. SCOPE OF WORK

1.1 Contractor shall furnish all labor, materials, equipment, supervision and services necessary to perform the Work described in the Contract Documents. The Work is more particularly described in the attached Work Description schedule and drawings and summarized as:

1.2 Contractor shall commence the Work on or about and shall achieve Substantial Completion by , subject to extensions for excusable delays as provided in this Agreement.

2. CONTRACT PRICE AND PAYMENT

2.1 Contract Price. Owner shall pay Contractor for the full and satisfactory performance of the Work the total sum of (the "Contract Price"), subject to adjustments for approved change orders.

2.2 Retainage. Owner may retain % of each progress payment until Substantial Completion, except as otherwise agreed in writing.

2.3 Invoices and Payment. Contractor shall submit detailed invoices identifying Work performed and materials furnished. Owner shall pay undisputed invoice amounts within thirty (30) days of receipt. Disputed amounts shall be raised in writing within ten (10) days and the parties shall promptly attempt to resolve disputes pursuant to Section 11.

3. CHANGE ORDERS

3.1 Any change in the Work, Contract Price, or Schedule must be authorized by a written Change Order signed by Owner and Contractor. The Change Order shall set forth the scope of the change, any adjustment in the Contract Price, and any adjustment to the Schedule. Contractor shall not proceed with changed Work without an executed Change Order, except to avoid imminent damage or for safety reasons, in which case Contractor shall notify Owner promptly and document the change.

4. PERMITS, LAWS AND REGULATIONS

4.1 Contractor shall obtain and pay for all permits, inspections and approvals required by law for the performance of the Work unless Owner elects otherwise in writing. Contractor shall comply with all applicable federal, state and local laws, building codes and regulations.

Permits to be obtained by: Contractor Owner

5. WARRANTIES

5.1 Contractor warrants that all Work shall be performed in a good and workmanlike manner in accordance with industry standards and the Contract Documents. Unless otherwise agreed, Contractor warrants the workmanship for a period of months from the date of Final Completion.

5.2 Contractor shall assign to Owner any transferable manufacturer's warranties for materials used in the Work and shall cooperate in processing warranty claims.

6. INSURANCE AND INDEMNITY

6.1 Insurance. Contractor shall maintain and cause its subcontractors to maintain commercial general liability insurance, automobile liability, workers' compensation and employer's liability insurance with limits adequate for the Work. Contractor shall provide certificates of insurance upon request and shall name Owner as an additional insured with respect to liabilities arising from the Work.

6.2 Indemnity. To the fullest extent permitted by law, Contractor shall indemnify, defend and hold harmless Owner, its officers, directors and agents from and against any claims, liabilities, losses, costs and expenses (including reasonable attorneys' fees) arising out of Contractor's performance of the Work, except to the extent caused by the negligence or willful misconduct of Owner.

7. SITE CONDITIONS, ACCESS AND SAFETY

7.1 Owner shall provide reasonable access to the Property for Contractor to perform the Work. Contractor shall maintain a safe worksite, comply with all safety laws and regulations, and take precautions to prevent damage to the Property and injury to persons. Contractor shall promptly repair or remediate any damage caused by its operations at Contractor's expense.

8. DELAYS AND FORCE MAJEURE

8.1 Neither party shall be liable for delays or failures in performance due to causes beyond its reasonable control, including acts of God, severe weather, strikes, governmental acts, or material shortages (collectively, "Force Majeure"). The time for performance shall be extended for a period equal to the excusable delay. The party asserting force majeure shall provide prompt written notice to the other party.

8.2 Liquidated Damages. If applicable, liquidated damages for failure to achieve Substantial Completion shall be per calendar day, which the parties agree represents a reasonable estimate of Owner's probable damages.

9. INSPECTION, ACCEPTANCE AND FINAL PAYMENT

9.1 Upon completion of the Work, Contractor shall notify Owner in writing that the Work is ready for final inspection. Owner shall inspect the Work within a reasonable time and shall either issue a final acceptance or provide a written punch list of items to be corrected. Final payment shall be made after completion of punch list items and delivery of any required lien waivers, warranties, operating manuals and as-built drawings.

10. TERMINATION

10.1 Owner may terminate this Agreement for convenience upon seven (7) days' written notice to Contractor and shall pay Contractor for Work performed to the date of termination and for reasonable demobilization costs. Either party may terminate for material breach if the breach is not cured within fourteen (14) days after written notice specifying the breach.

11. DISPUTE RESOLUTION AND GOVERNING LAW

11.1 The parties shall attempt in good faith to resolve disputes arising out of or relating to this Agreement by negotiation between senior representatives. If the dispute is not resolved by negotiation within thirty (30) days, the parties agree to submit the dispute to non-binding mediation. If mediation fails, the parties may pursue binding arbitration or litigation as agreed in writing.

11.2 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 laws principles.

12. NOTICES

12.1 All notices required or permitted under this Agreement shall be in writing and delivered by hand, certified mail (return receipt requested), or nationally recognized overnight courier to the addresses below or such other addresses as the parties may designate by notice.

13. MISCELLANEOUS

13.1 Entire Agreement. This Agreement, together with any referenced drawings, specifications and Change Orders, constitutes the entire agreement between the parties and supersedes all prior negotiations, representations and agreements, whether written or oral, relating to the Work.

13.2 Severability. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect and shall be construed so as to effectuate the original intent of the parties to the extent possible.

13.3 Amendments and Waiver. No amendment, modification or waiver of any provision of this Agreement shall be effective unless in writing and signed by both parties. Failure to enforce any provision shall not constitute a waiver of that provision or any other.

13.4 Counterparts. This Agreement may be executed in counterparts, each of which shall be an original and all of which together shall constitute one instrument.

SIGNATURES

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