Miscellaneous Piers Document

MISCELLANEOUS PIERS AGREEMENT

Agreement Date:

Client Name:    Contractor Name:

RECITALS

WHEREAS, Client owns or controls pier facilities, shoreline access, or upland property adjacent to the pier described below and desires certain miscellaneous pier-related services, including but not limited to repair, maintenance, modification, or temporary structures (the "Work"); and

WHEREAS, Contractor holds expertise, licenses, equipment and insurance resources necessary to perform the Work and agrees to perform the Work in conformance with applicable codes, permits, and good marine construction practices;

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

SCOPE OF WORK

Contractor shall perform the Work in a professional and workmanlike manner and shall comply with all applicable safety requirements, permit conditions, navigational restrictions, and environmental protection measures required by law or as reasonably directed by Client.

PAYMENT TERMS

Total Contract Amount: $

Invoices are due and payable within days of invoice date. Overdue amounts shall accrue interest at % per month (or the maximum lawful rate, if less), plus reasonable collection costs.

Client may withhold payment for portions of Work not performed in accordance with this Agreement, provided Client gives Contractor written notice describing the deficiency and a reasonable opportunity to cure.

TERM AND TERMINATION

Commencement Date: . Anticipated Completion Date: .

Either party may terminate this Agreement for convenience upon days prior written notice. Either party may terminate for material breach if the breaching party fails to cure within days after receipt of written notice of breach.

Upon termination, Contractor shall promptly deliver all Work completed to date and shall be entitled to payment for Work properly performed and documented prior to the effective date of termination, less any offsets for Client damages.

CONFIDENTIALITY

Each party shall hold in confidence and not disclose to third parties any non-public technical, financial or business information received from the other party that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure ("Confidential Information"). Confidential Information does not include information that is or becomes publicly known through no breach of this Agreement or was lawfully known by the recipient prior to disclosure.

The receiving party may disclose Confidential Information to its employees, agents and subcontractors who have a need to know, provided such persons are bound by confidentiality obligations at least as protective as those in this Agreement. The obligations of confidentiality survive termination for a period of three (3) years, except for trade secrets which shall remain protected for so long as they qualify as trade secrets under applicable law.

INSURANCE, INDEMNITY AND COMPLIANCE

Contractor shall maintain and provide evidence of commercial general liability, marine liability (if applicable), workers' compensation and automobile liability insurance in amounts adequate for the Work and as commonly required for marine infrastructure projects. Contractor shall name Client as an additional insured to the extent customary and required by agreement.

Contractor shall indemnify, defend and hold harmless Client and its officers, employees and agents from and against all claims, losses, liabilities, damages and expenses (including reasonable attorneys' fees) arising out of Contractor's performance of the Work, to the extent caused by Contractor's negligent acts, omissions or willful misconduct.

Contractor shall obtain, maintain and comply with all permits, approvals and notices required by law for the performance of the Work, and shall furnish copies of such permits to Client upon request.

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. Venue for any dispute arising under this Agreement shall be in the state or federal courts located in the county where the Project is located, unless the parties agree otherwise in writing.

ENTIRE AGREEMENT

This Agreement, including all exhibits and documents incorporated by reference, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior negotiations, proposals and agreements, whether written or oral. This Agreement may be amended only by a written instrument executed by both parties.

NOTICES

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