Legal Shoring Agreement

LEGAL SHORING AGREEMENT

This Legal Shoring Agreement (the Agreement) is entered into as of by and between Owner: with address (hereinafter "Owner"), and Contractor: with address (hereinafter "Contractor").

RECITALS

WHEREAS, Owner intends to undertake construction and excavation work at the property located at (the Project); and

WHEREAS, Owner requires temporary shoring, bracing, underpinning, or other protective earth retention measures (collectively, the Shoring Work) to protect adjoining structures, public ways, and the excavation; and

WHEREAS, Contractor represents that it is qualified and experienced to design, supply, install, monitor and remove Shoring Work in accordance with applicable laws, codes and sound engineering practices.

NOW, THEREFORE

In consideration of the mutual covenants set forth below, and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows:

1. DEFINITIONS

"Shoring Work" means the furnishing of designs, materials, labor, equipment, temporary access, monitoring, maintenance and removal necessary to support excavations, slopes, adjoining structures, utilities and public rights-of-way as described in this Agreement and the Scope of Work.

"Project" means the physical location described above and all work related to the Shoring Work at that location.

2. SCOPE OF WORK

Contractor shall perform the Shoring Work described in the Scope of Work and drawings prepared by Contractor or the Engineer of Record and accepted by Owner. Contractor shall furnish all labor, materials, equipment, traffic control and temporary protection required to perform the Shoring Work in a safe and workmanlike manner and in compliance with all applicable laws, codes and the terms of this Agreement.

3. CONTRACT PRICE AND PAYMENT

Owner shall pay Contractor the Contract Price for completion of the Shoring Work in accordance with this Agreement. Payment shall be made in accordance with the schedule below, subject to the provisions concerning retainage, setoffs for defective work, and conditional payments for change orders.

4. TIME FOR PERFORMANCE

Contractor shall commence the Shoring Work on or before and shall achieve completion by , subject to extensions for excusable delays as set forth in this Agreement. Time is of the essence.

If Contractor fails to achieve substantial completion by the Completion Date, Contractor shall pay liquidated damages in the amount of per day, which the parties agree is a reasonable estimate of Owner's damages.

5. PERMITS, APPROVALS AND COMPLIANCE

Contractor shall obtain, at Contractor's expense, all permits, licenses and approvals required to perform the Shoring Work, unless otherwise expressly allocated to Owner in writing. Contractor shall comply with all applicable laws, codes, ordinances and regulations and shall ensure that all work is performed in accordance with approved designs and required inspections.

6. CHANGES IN THE WORK

All changes to the Scope of Work shall be authorized by a written Change Order signed by both parties. A Change Order shall describe the change, the agreed adjustment to the Contract Price, and any adjustment to the Completion Date. Contractor shall not proceed with changed work without a signed Change Order, except as expressly authorized by Owner in writing.

7. DIFFERING SITE CONDITIONS

If, during performance, Contractor encounters subsurface or latent physical conditions materially different from those indicated in the Agreement documents or ordinarily encountered, Contractor shall promptly notify Owner in writing before conditions are disturbed and within days of discovery. Parties shall promptly negotiate an equitable adjustment to the Contract Price and/or schedule. If the parties fail to agree, the dispute shall be resolved in accordance with the Dispute Resolution clause.

8. SHORING DESIGN, ENGINEERING AND MONITORING

Contractor shall provide shoring design calculations and drawings sealed by a licensed professional engineer when such designs are required by law or by Owner. Contractor shall perform monitoring and maintenance of shoring systems, maintain records of instrument readings and provide reports to Owner upon request.

9. INSURANCE AND BONDS

Contractor shall, at its expense, maintain insurance coverages customarily required for shoring contractors, including commercial general liability, automobile liability, workers' compensation, and professional liability where design services are provided. Certificates evidencing coverages and required endorsements shall be delivered to Owner prior to commencement of work.

10. INDEMNITY

To the fullest extent permitted by law, Contractor shall indemnify, defend and hold harmless Owner, its agents, employees and representatives from and against any claims, damages, losses, liabilities and expenses (including reasonable attorneys' fees) arising out of or resulting from Contractor's performance of the Shoring Work, provided that such claims are caused in whole or in part by the negligent acts, errors or omissions of Contractor or its subcontractors, employees or agents.

11. WARRANTIES

Contractor warrants that Shoring Work performed shall be free from defects in materials and workmanship for a period of from the date of completion. This warranty does not cover failures due to Owner's alterations, ordinary wear and tear, or actions of third parties.

12. INSPECTION AND ACCEPTANCE

Owner, its agents and the Engineer of Record shall have the right to inspect the Shoring Work at reasonable times. If inspection reveals defective or nonconforming work, Contractor shall promptly correct such work at Contractor's expense. Final acceptance shall occur when all work is complete and corrected and Owner issues written acceptance.

13. SUSPENSION AND TERMINATION

Owner may suspend the Shoring Work for convenience upon written notice to Contractor. Contractor shall be entitled to an equitable adjustment in price and schedule for the suspension. Owner may terminate this Agreement for cause if Contractor fails to cure a material breach within a reasonable cure period after written notice, or for convenience upon payment of Contractor's reasonable costs incurred and a reasonable profit for Work performed to date, less amounts paid.

14. DISPUTE RESOLUTION

The parties shall attempt in good faith to resolve disputes arising out of or relating to this Agreement by negotiation. If negotiation does not resolve the dispute within thirty (30) days, the parties agree to submit the dispute to non-binding mediation. If mediation fails, the parties agree that any unresolved dispute shall be finally resolved by binding arbitration administered under rules selected by the parties. The decision of the arbitrator shall be final and binding and enforceable in any court of competent jurisdiction.

15. NOTICES

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

16. AMENDMENTS, WAIVER, SEVERABILITY AND ENTIRE AGREEMENT

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior negotiations and agreements. No amendment or modification of this Agreement shall be effective unless in writing and signed by both parties. Failure of either party to enforce any provision shall not constitute a waiver of future enforcement. If any provision of this Agreement is held invalid or unenforceable, that provision shall be severed and the remainder shall remain in full force and effect.

17. GOVERNING LAW

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

18. MISCELLANEOUS PROVISIONS

All obligations of Contractor under this Agreement are absolute and unconditional. Contractor shall ensure that all subcontractors are bound to Contractor and Owner by obligations consistent with this Agreement. Contractor shall keep the work area clean and shall promptly correct any damage to Owner's property caused by Contractor or its subcontractors.

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