Legal Letter to Proceed

LEGAL LETTER TO PROCEED

This Legal Letter to Proceed is made as of by and between Client Name: (the "Client"), and Contractor Name: (the "Contractor").

RECITALS

WHEREAS, the Client and the Contractor have entered into a written agreement titled executed on (the "Agreement"), which governs the performance of work described therein; and

WHEREAS, the Contractor has satisfied or represented that it has satisfied certain conditions precedent specified in the Agreement and requests written authorization to commence the Work; and

WHEREAS, the Client is willing to authorize commencement of the Work subject to the terms and conditions set forth in this Letter to Proceed.

NOW, THEREFORE

In consideration of the mutual covenants and promises contained herein and in the Agreement, the parties agree as follows:

1. AUTHORIZATION TO PROCEED

The Client hereby authorizes the Contractor to commence the work described in Section 2 below (the "Work") on or after the Commencement Date provided that all conditions precedent specified in Section 4 of this Letter have been satisfied. This authorization is limited to the scope and timeline expressly set forth in this Letter and in the Agreement.

2. SCOPE OF WORK

3. COMMENCEMENT AND SCHEDULE

Commencement Date: . Contractor shall proceed with due diligence and in accordance with the schedule attached as Exhibit A to the Agreement or as otherwise mutually agreed in writing.

4. CONDITIONS PRECEDENT

The authorization granted by this Letter is expressly conditioned upon the following, each of which must be satisfied prior to Contractor commencing the Work:

1. Execution and delivery of this Letter by both parties;
2. Delivery by Contractor of evidence of insurance and bonds as required under the Agreement;
3. Receipt by Client of all required permits and approvals necessary to perform the Work, unless otherwise waived in writing by the Client;
4. Receipt by Contractor of any initial deposit or payment required under Section 5 below.

5. PAYMENT TERMS

Total Contract Amount: $. Initial Deposit: $ due upon execution of this Letter unless otherwise set forth in the Agreement.

All payments shall be made in accordance with the payment schedule in the Agreement. Failure to make required payments when due shall entitle the Contractor to suspend performance until payment is received, subject to the rights and remedies provided in the Agreement.

6. REPRESENTATIONS AND WARRANTIES

Each party represents and warrants that (a) it has full power and authority to enter into and perform its obligations under this Letter; (b) the execution and delivery of this Letter and the performance hereunder have been duly authorized; and (c) this Letter constitutes a valid and binding obligation enforceable against such party in accordance with its terms.

7. INSURANCE, PERMITS AND COMPLIANCE

Contractor shall maintain insurance and bonds as required by the Agreement and shall obtain and maintain all permits, licenses and approvals necessary for performance of the Work. Contractor shall comply with all applicable laws, ordinances and regulations in performing the Work.

8. INDEMNIFICATION

Contractor shall indemnify, defend and hold harmless the Client and its officers, directors and employees from and against any and all claims, damages, losses and expenses, including reasonable attorneys' fees, arising out of or resulting from Contractor's performance of the Work, except to the extent caused by the negligence or willful misconduct of the Client.

9. LIMITATION OF LIABILITY

Except for liability arising from gross negligence, willful misconduct or Contractor's obligations under Section 8, neither party shall be liable to the other for incidental, consequential, special or punitive damages, even if advised of the possibility of such damages, and the aggregate liability of each party for any claim arising out of this Letter or the Agreement shall not exceed the total amount paid to Contractor under the Agreement.

10. TERMINATION

This Letter does not alter the termination rights provided in the Agreement. Either party may terminate this Letter for material breach by the other party in accordance with the notice and cure provisions of the Agreement. Termination shall not relieve either party of obligations accrued prior to the effective date of termination.

11. NOTICES

All notices under this Letter shall be in writing and delivered to the addresses set forth below or to such other address as a party designates by written notice to the other party in accordance with this section.

12. GOVERNING LAW

This Letter shall be governed by and construed in accordance with the laws of the state indicated below without regard to its conflict of law principles.

13. ENTIRE AGREEMENT

This Letter, together with the Agreement, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, representations, negotiations and understandings, whether written or oral, relating to the subject matter of this Letter.

14. SEVERABILITY

If any provision of this Letter is held to be invalid or unenforceable by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect and shall be construed to carry out the parties' intent to the fullest extent permitted by law.

15. AMENDMENTS; WAIVER; COUNTERPARTS

This Letter may be amended only by a written instrument executed by both parties. No failure or delay by either party in exercising any right under this Letter shall operate as a waiver of that right. This Letter may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

ACKNOWLEDGMENT

The parties acknowledge that they have read this Letter, understand its terms, and agree that this Letter is binding upon execution by authorized representatives of each party.

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