Project Management Joint Check Agreement

PROJECT MANAGEMENT JOINT CHECK AGREEMENT

Project Identification

Project Name:

Project ID:

Recitals and Purpose

This Joint Check Agreement (the Agreement) is entered into by Client and Service Provider for the Project identified above. The purpose of this Agreement is to establish procedures under which Client may issue payment by joint check in order to provide a method of assuring payment to subcontractors, suppliers, or other payees retained by Service Provider, subject to the terms and conditions set forth herein.

Scope of Work

Deliverables and Acceptance

Timeline and Milestones

Project Start Date:

Project End Date:

Milestone 1 Target Date:

Budget and Payment

Retainage Withheld: Yes No

Change Order Process

All changes to scope, schedule, or price shall be executed only by written Change Order signed by both Client and Service Provider prior to performance of the changed work. Change Orders shall specify the change in scope, the adjustment to the Contract Value, and the time extension (if any).

Joint Check Procedures and Conditions

1. Authority to Issue Joint Checks: Client may, at its sole discretion or upon Service Provider's written request and proper documentation, issue joint checks made payable to Service Provider and one or more named subcontractors or suppliers. Joint checks are issued to secure payment on invoices associated with the Project.

2. Required Documentation Prior to Issuance: Service Provider must submit in writing (a) the subcontractor or supplier name, (b) the exact payee name as it should appear on the check, (c) an itemized invoice or billing substantiating the amount requested, and (d) any interim lien waiver or conditional release required by Client. Client shall not be obligated to issue joint checks in the absence of such documentation.

3. Endorsement and Disbursement: All joint checks issued by Client in accordance with this Agreement shall be endorsed by Service Provider and any named subcontractor/supplier as necessary for deposit or negotiation. Service Provider shall promptly distribute funds to the named payee(s) consistent with the amounts and purpose identified in the supporting documentation. Service Provider hereby authorizes Client to rely on endorsements and confirmations of distribution provided by Service Provider.

4. Lien Waivers and Releases: Prior to or contemporaneous with request for joint check issuance, Service Provider shall provide lien waivers or releases from the named payee(s) in the form required by Client, conditioned upon receipt and clearance of the joint check. Final payment by joint check is expressly conditioned on receipt of unconditional lien waivers in a form satisfactory to Client.

5. Certification of Funds: Client's issuance of a joint check constitutes only a disbursement for the specific invoice(s) indicated and shall not be construed as an admission of full performance or an acceptance of defective work. Service Provider certifies that funds received by joint check will be applied solely to the invoices and obligations identified in the accompanying documentation.

6. Remedies for Noncompliance: If Service Provider fails to distribute joint check proceeds to the intended payee(s) as required, Client may pursue remedies including withholding further payments, requiring direct payment to the payee(s), offsetting sums against amounts due to Service Provider, or any other remedy available at law or equity.

Representations, Warranties and Indemnity

Service Provider represents and warrants that it is authorized to request joint checks for the payees identified, that all invoices submitted are true and correct, and that distribution of joint check funds to the identified payees will be applied to Project obligations. Service Provider shall indemnify, defend and hold Client harmless from and against any claims, losses, costs, or liabilities (including reasonable attorneys' fees) arising from Service Provider's failure to distribute joint check proceeds in accordance with this Agreement.

Confidentiality

Each party agrees that confidential business information exchanged in connection with this Agreement shall be used only for performance and enforcement of this Agreement and shall not be disclosed to third parties except as required by law or with prior written consent of the other party.

Notices

Governing Law; Miscellaneous

This Agreement shall be governed by and construed in accordance with the laws of the state of , without regard to conflict of law principles. This Agreement constitutes the entire agreement between the parties with respect to joint check procedures for the Project and supersedes prior agreements, whether written or oral. No amendment shall be effective unless in writing and signed by both parties. The invalidity of any provision shall not affect the remainder of this Agreement.

Execution

By signing below, each party acknowledges that it has read and understands this Agreement, and that the persons signing have authority to bind their respective entities.

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