Paving Service Contract

PAVING SERVICE CONTRACT

This Paving Service Contract ("Agreement") is entered into as of by and between:

Contractor Name:    Contractor Address:

Client Name:    Client Address:

WHEREAS

WHEREAS, Contractor is engaged in the business of providing paving, resurfacing and related site preparation services and holds all licenses and insurance required to perform such work; and

WHEREAS, Client desires to engage Contractor to perform paving services at the location identified above in accordance with the terms and conditions set forth in this Agreement.

SCOPE OF WORK

Contractor shall furnish all labor, materials, equipment, supervision and incidentals necessary to perform the paving services described below. Work shall include site preparation, grading, base preparation, asphalt placement, compaction, joint treatment, cleanup and final acceptance testing where applicable. Specific tasks, limits and quantities are as follows:

MATERIALS AND SPECIFICATIONS

Materials shall conform to applicable industry standards and the specifications set forth by the Client in this Agreement. Contractor shall supply material certifications upon Client request.

PAYMENT TERMS

The total contract price for the services described in this Agreement shall be:

Payment schedule shall be as follows:

Late payment shall accrue interest at on unpaid balances, in addition to any collection costs, attorney fees and court costs incurred by the non-defaulting party.

TERM AND TERMINATION

This Agreement shall commence on and the Contractor shall substantially complete the work by , subject to adjustments for change orders, weather, unforeseen site conditions and force majeure.

Either party may terminate this Agreement for cause upon written notice if the other party materially breaches any provision and fails to cure within days after receipt of written notice. Termination for convenience by Client is permitted upon days' prior written notice, with payment for work performed and costs incurred through the effective date of termination.

CHANGE ORDERS

Any change in the scope, price or schedule must be set forth in a written change order signed by both parties. Contractor is not required to perform any changed work without an executed change order specifying price and time impact.

INSURANCE; INDEMNIFICATION

Contractor shall maintain commercial general liability, workers' compensation and automobile insurance with minimum limits customary for paving contractors performing similar work. Proof of insurance shall be provided to Client upon request.

Contractor shall indemnify, defend and hold Client harmless from and against claims, damages, losses and expenses arising out of Contractor's performance of the work to the extent caused by Contractor's negligent acts or omissions, except to the extent caused by the negligence of Client.

WARRANTY

Contractor warrants workmanship performed under this Agreement to be free of defects for a period of from the date of substantial completion. This warranty does not cover failures due to subsequent negligent use, alterations, settlement or forces beyond Contractor's control.

CONFIDENTIALITY

Each party agrees to keep confidential and not disclose to third parties any nonpublic business or technical information received from the other party in connection with the negotiation or performance of this Agreement, except such information that: (a) is or becomes publicly available through no breach by the receiving party; (b) is rightfully received from a third party without restriction; or (c) is required to be disclosed by law, regulatory authority or court order (in which case the disclosing party shall provide prompt notice to the other party).

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.

ENTIRE AGREEMENT

This Agreement, including any exhibits or written change orders executed by both parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous agreements, representations and understandings, whether written or oral. Any amendments must be in writing and signed by authorized representatives of both parties.

MISCELLANEOUS PROVISIONS

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Notices required under this Agreement shall be in writing and delivered to the addresses set forth above or as otherwise designated in writing.

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