Legal Linemarking Agreement

LEGAL LINEMARKING AGREEMENT

This Legal Linemarking Agreement ("Agreement") is made and entered into as of by and between Client Name: , with principal address at (\"Client\") and Contractor Name: , with principal address at (\"Contractor\"). Contractor and Client are sometimes referred to herein collectively as the Parties and individually as a Party.

RECITALS

WHEREAS, Client owns or controls the real property and paved areas located at (the "Site"); and

WHEREAS, Contractor is duly qualified and experienced in the provision of pavement linemarking, striping, and related surface marking services and has represented that it possesses the necessary labor, equipment, materials, and expertise to perform the work; and

WHEREAS, Client desires to engage Contractor, and Contractor desires to perform, linemarking services at the Site under the terms and conditions set forth in this Agreement.

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

1. DEFINITIONS

1.1 "Work" means all linemarking, striping, pavement marking, surface preparation, materials, labor, equipment, traffic control, cleanup and other services to be provided by Contractor as described in Section 2 and in the Project Documents.

1.2 "Project Documents" means this Agreement, any written scope of work or estimate accepted by Client, any approved change orders, and any schedules or attachments incorporated herein.

2. SCOPE OF WORK

2.1 Contractor shall perform the Work at the Site in accordance with the detailed scope described in Exhibit A — Description of Work, and in accordance with industry standards, manufacturer instructions for materials, and applicable federal, state and local codes. A concise description of the Work to be performed at the Site is set forth below:

2.2 Unless otherwise agreed in writing, Contractor shall provide all labor, materials, equipment, traffic control, markings (paint, thermoplastic, tape), layout, and cleanup necessary to complete the Work.

3. PERFORMANCE AND SCHEDULE

3.1 Commencement: Contractor shall commence Work on or about , subject to Client's approval of permits and site access.

3.2 Completion: Contractor shall achieve substantial completion of the Work by , subject to adjustments for Change Orders, weather, or unforeseen conditions.

4. COMPENSATION AND PAYMENT

4.1 Contract Price: Client shall pay Contractor the total contract price of $ (the "Contract Price"), subject to additions and deductions for authorized Change Orders.

4.2 Payment Terms: Client shall pay a deposit of $ upon execution of this Agreement. Remaining payments shall be made within days of invoicing of completed Work. Unpaid amounts shall bear interest at the lesser of 1.5% per month or the maximum rate permitted by law.

4.3 Final Payment: Final payment shall be due following completion of the Work, inspection by Client, and submission of any required releases and waivers. Final payment shall not waive Client's rights for latent defects or breach of warranty.

5. CHANGE ORDERS

5.1 Any material change in the scope, materials, schedule, or price shall be made only by a written Change Order signed by both Parties. The Change Order shall describe the change, any adjustment to the Contract Price, and any revision to the schedule.

5.2 If Contractor performs additional work without a signed Change Order at Client's request, Contractor's claim for additional compensation shall be governed by a retroactive written Change Order approved by Client.

6. INSURANCE AND INDEMNITY

6.1 Insurance: Contractor shall, at its expense, maintain commercial general liability insurance with limits not less than $ per occurrence, workers' compensation in required statutory amounts, and automobile liability insurance covering owned, non-owned, and hired vehicles used in performance of the Work.

6.2 Indemnity: Contractor shall indemnify, defend and hold harmless Client, its officers, directors and agents from and against any and all claims, losses, liabilities, damages, costs and expenses (including reasonable attorneys' fees) arising out of or resulting from Contractor's performance of the Work, including bodily injury, property damage and environmental contamination caused by Contractor, except to the extent caused by Client's sole negligence or willful misconduct.

7. WARRANTIES

7.1 Contractor warrants that Work will be performed in a professional and workmanlike manner and in accordance with applicable standards for a period of months from substantial completion. This warranty covers workmanship and Contractor-supplied materials but does not extend to normal wear and tear, improper maintenance, acts of third parties, or damage from vehicular traffic beyond normal usage.

7.2 Manufacturer Warranties: To the extent any materials are covered by manufacturer warranties, Contractor shall assign or pass through such warranties to Client where assignment is permitted.

8. TERMINATION

8.1 Termination for Cause: Either Party may terminate this Agreement for material breach by the other Party if the breaching Party fails to cure the breach within days after written notice specifying the breach. Upon termination for cause by Client, Contractor shall be entitled to payment for Work performed to date, less damages incurred by Client.

8.2 Termination for Convenience: Client may terminate this Agreement for convenience upon days' prior written notice to Contractor, in which event Contractor shall be paid for Work performed to termination date and reasonable demobilization costs.

9. COMPLIANCE WITH LAWS; PERMITS

Contractor shall comply with all federal, state and local laws, regulations and codes applicable to the Work, including but not limited to traffic control, safety, environmental and disposal requirements. Contractor shall obtain and maintain, at its expense, all permits, licenses and authorizations required to perform the Work unless otherwise agreed in writing.

10. LIMITATION OF LIABILITY

Except for liability arising from Contractor's gross negligence or willful misconduct, in no event shall either Party be liable for any consequential, incidental, indirect, punitive or special damages, including lost profits, even if advised of the possibility of such damages. Contractor's total liability under this Agreement shall not exceed the Contract Price paid by Client.

11. NOTICES

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

12. AMENDMENTS; WAIVER; COUNTERPARTS

This Agreement may not be amended except by a written instrument signed by both Parties. No waiver of any provision shall be effective unless in writing and signed by the waiving Party. This Agreement may be executed in counterparts, each of which shall be deemed an original.

13. GOVERNING LAW; VENUE

This Agreement shall be governed by and construed in accordance with the laws of the state of , without regard to its conflicts of law principles. The Parties agree that the state and federal courts located in that jurisdiction shall have exclusive venue for any action arising out of this Agreement.

14. ENTIRE AGREEMENT; SEVERABILITY

This Agreement, together with the Project Documents, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and representations, whether oral or written. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall continue in full force and effect.

15. MISCELLANEOUS

15.1 Independent Contractor: Contractor is an independent contractor and not an employee, agent or partner of Client. Contractor shall be solely responsible for payment of wages, taxes and benefits of its employees.

15.2 Subcontracting: Contractor may engage qualified subcontractors to perform portions of the Work provided Contractor remains responsible for performance and compliance with this Agreement.

SIGNATURES

The Parties have executed this Agreement as of the date first written above.

Sign Now