Remodeling Contract for Kroger

Remodeling Contract for Kroger

This Remodeling Contract (the "Agreement") is entered into as of by and between Client Name: (hereinafter "Client") and Contractor Name: (hereinafter "Contractor").

Kroger Store Number:    Project Address:

Recitals

WHEREAS, Client operates a retail grocery store and requires remodeling, refurbishment, and related construction services at the Project Address specified above; and

WHEREAS, Contractor represents that it is duly licensed, experienced, and qualified to perform commercial remodeling work, and agrees to furnish labor, materials, equipment and supervision necessary to complete the Work in accordance with the terms of this Agreement; and

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

1. Scope of Work

Contractor shall perform the Work in a professional and workmanlike manner, in accordance with commercially reasonable standards for retail store remodels. The Work shall include, without limitation, demolition, construction, electrical, plumbing, HVAC adjustments, finishes, fixtures, cleanup and any related services expressly identified in the Detailed Scope of Work above.

2. Payment Terms

Unless otherwise stated in the Payment Schedule, Client shall pay invoices within days of receipt. All undisputed past-due amounts shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by applicable law. Client may withhold payments only for good faith disputed work items and must provide written notice describing the dispute.

3. Term and Termination

Contract Start Date:    Anticipated Completion Date:

Either party may terminate this Agreement for cause if the other party materially breaches any obligation and fails to cure such breach within days after written notice. Client may terminate for convenience upon providing days' written notice; in such case Contractor shall be paid for Work performed and documented costs incurred prior to termination, less proper credits.

4. Change Orders

All changes to the Scope of Work shall be documented in a written change order signed by authorized representatives of both parties. Change orders shall specify the change in Work, the adjustment to the Contract Price, and any change to the schedule. Contractor's time-and-materials rate for approved change orders is $ per hour, unless otherwise agreed in writing.

5. Permits, Licenses and Insurance

Contractor shall obtain and pay for all permits, inspections and approvals required by applicable law unless otherwise expressly allocated in writing. Contractor represents that it maintains all required licenses and insurance to perform the Work and shall furnish certificates of insurance upon request.

6. Indemnity and Liability

Contractor shall indemnify, defend and hold harmless Client, its affiliates and their respective officers, directors and employees from and against any claims, losses, liabilities, damages, costs and expenses (including reasonable attorneys' fees) arising out of Contractor's negligence or willful misconduct in performing the Work, provided that such indemnity shall not apply to the extent a claim results from Client's negligence or breach of this Agreement.

7. Warranties

Contractor warrants that the Work shall be free from defects in materials and workmanship for a period of months from final completion. This warranty shall not cover damage due to ordinary wear and tear, misuse, modifications by others, or acts of God.

8. Confidentiality

Each party shall keep confidential and shall not disclose to third parties any non-public business or technical information disclosed by the other party in connection with this Agreement, except to the extent such information (i) is or becomes publicly available through no fault of the receiving party, (ii) is independently developed by the receiving party, or (iii) is required to be disclosed by law, provided that the receiving party gives prompt notice to the disclosing party where legally permissible.

9. Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of law principles. The parties shall attempt in good faith to resolve disputes through negotiation; if unresolved, disputes shall be submitted to binding arbitration in the county where the Project is located, unless the parties mutually agree otherwise in writing.

10. Entire Agreement; Modification

This Agreement, including the Detailed Scope of Work and any executed change orders, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior proposals, negotiations and agreements, whether written or oral. Any amendment or modification to this Agreement must be in writing and signed by authorized representatives of both parties.

11. Miscellaneous Provisions

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except that Client may assign to an affiliate or successor. Notices shall be in writing and delivered to the addresses provided by the parties.

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