Boilerplate Contractor Agreement

This indemnification agreement is entered into by and between ___________________ _____________________________, the property owner or authorized agent of the owner of a property where work is to be performed.(the "Client") and Robert Pullan d.b.a. Heights Enterprises ("Contractor"). It is agreed by the parties and applies to all work performed by Contractor on behalf of Client as follows:

The terms set forth apply to all work performed by the Contractor at the behest of the Client regardless of whether the agreement is signed and fully documented or unsigned and undocumented or any variant thereof.

Pursuant to Ohio Revised Statute 1345.22 Right of buyer to cancel.

In addition to any right otherwise to revoke an offer, the buyer has the right to cancel a home solicitation sale until midnight of the third business day after the day on which the buyer signs an agreement or offer to purchase. Cancellation is evidenced by the buyer giving written notice of cancellation to the seller at the address stated in the agreement or offer to purchase. The buyer may deliver the notice by mail, telegram, manual delivery, or other personal delivery. Written notice of cancellation shall be effective upon the date of postmarking. Telegram delivery is effective when the telegram is ordered. Manual delivery or other personal delivery is effective when delivered to the seller or to the seller’s address, whichever comes first. Notice of cancellation need not take a particular form and is sufficient if it indicates, by any form of written expression, the intention of the buyer not to be bound by the home solicitation sale. Notice of buyer’s right to cancel must appear on all notes or other evidence of indebtedness given pursuant to any home solicitation sale.

Where a home solicitation sale requires a seller to provide services, he shall not commence performance of such services during the time in which the buyer may cancel.

Effective Date: 09-30-1974

ARTICLE 1. SCOPE OF WORK

Heights Enterprises shall perform the following work for the Client as an independent contractor:

The previously submitted estimate and or attached plans, specifications are to be followed and are hereby made a part of this Agreement as they relate to specific tasks. If no plans or specifications are attached or this agreement is not signed by all parties or the task to be performed was conveyed verbally, standard grade products, procedures and methods for completion and the Contractor's interpretation of what is expected by the Client apply.

Contractor shall make every effort to meet a relevant building codes and ordinances in the completion of the work. Where required and appropriate, the Contractor will be responsible for acquiring required permits and assuring appropriate sub-contractors are also licensed and acquire appropriate permits when necessary. The Client shall reimburse the Contractor for the costs of permitting.

The Client acknowledges receipt of the EPA mandated "Protecting Your Family" brochure.

ARTICLE 2. TIME OF COMPLETION

Time is of the essence and Contractor shall use all diligence to complete the work in a timely manner. However, the Client agrees to allow the Contractor to work on multiple other engagements during the completion of the project/task being performed herein.

Contractor agrees to the following completion dates for portions of the work and final completion of the work:

In the event no dates are stipulated in writing, then the Client consents to whatever schedule the Contractor elects to work upon.

Description of Targeted Work Completion Date
______________________________ _______________________
______________________________ _______________________
______________________________ _______________________

These target dates are based upon the assumptions that:

  • All of the assumptions and specifications outlined in written or verbal estimates remain unchanged.
  • The Client shall be responsible for providing complete and unfettered access to the rooms and or areas in which work will be performed. All furniture, decorations or other materials that would limit or delay access must be removed, unless agreed upon otherwise by both parties.
  • The Client will respond immediately and affirmatively to reasonable requests or suggestions from Contractor. The Client shall in every way support the timely completion of the work at hand. Failure to do so will delay above target dates and potentially result in added expense which can be recovered by the Contractor.
  • The Contractor shall not be liable for any delay due to circumstances beyond its control including illness, strikes, casualty, calamity or general unavailability of materials or changes, additions or modifications to the work or orders made by the Client at any time after work has commenced.
  • Contractor shall notify the Client as early as possible if any reasons exist that might delay completion beyond projected completion.

ARTICLE 3. WORK STANDARDS

Contractor shall perform the work in a workman-like manner, according to standard industry practices, unless other standards or requirements are set forth in any attached plans, estimates and or specifications.

All work will comply with all relevant building codes as determined by city inspectors. The Contractor will NOT agree to deliberately do work that does not comply with local building and safety codes.

The Contractor shall carry casualty insurance.

ATRICLE 4. CONTINGENCIES

The Client acknowledges the nature of the work and premises make it impossible to accurately gauge the extent of deterioration, damage or repairs required. In the event there are additional issues revealed after work has begun that were not foreseen, or could not be accurately determined or reasonably anticipated before work was started, that would cause a significant variance from the amount quoted, the Client agrees in advance to pay for the added costs that result.

  • If the variance(s) is/are expected at the time they are manifested to be 25% or less of the total price outlined in ARTICLE 5, the Client will be provided information on the details and cause of the variation. Where practical, the Client will participate in the decision on which course to follow.
  • If the amount(s) of variance is anticipated to exceed 25%, the Client will be advised at the time the issue(s) is/are discovered and provided options.
    • One option in this case, upon mutual agreement, will be to discontinue that portion of this agreement which is causing the potential variation.
    • Should secession be to cease further efforts, Contractor shall be compensated at a rate not to exceed $59 per man hour plus expenses(materials and or the costs of sub-contracts) consumed to that point plus whatever time and expenses are necessary to return the issue to a safe and secure state.
  • In the event the tasks performed are a result of a government inspection (such as a Point of Sale or Rental Property Inspection) and the goal is to reach compliance with said violations the Client acknowledges that:
    • remediation or specific violations often reveals other issues which must be repaired or modified that may not have been discerned at the time an estimate was provided.
    • descriptions of violations provided by governmental inspectors are typically automated boilerplate and often imprecise and may be subject to different and changing interpretations.
    • Since the primary goal of government inspection remediation is to enter into compliance with required violations, the Client consents to pay for any additional work not outlined in the estimate, but required to achieve compliance.

ARTICLE 5. COMPENSATION

The Client shall pay Contractor the sum of $______, or as outlined in the Estimate in full payment for the work as set forth in this Agreement, to be paid as follows

  • 10% upon acceptance, if work is not contemplated to commence within 3 business days - The Contractor will NOT commit to a firm start date without an acceptance fee.
  • 50% (or 40% if an acceptance fee was paid) upon commencement of work
  • The unpaid balance, plus any time or materials not included in the estimate is due upon completion.
    • If Heights Enterprises is performing ALL of the work stipulated in a governmental inspection (e.g. a point of sale inspection), payment will be due upon the issuance of a certificate of compliance or equivalent.
    • If Heights Enterprises is only performing selected violations stipulated in a government inspection, regular terms apply unless otherwise stipulated in writing.
  • Progress payments may be arranged for larger projects.

Payment is expected as outlined above or contracted in writing. Payments that are delayed face the following:

  • Heights Enterprises reserves their right to halt work until paid on any project that progress payments are not made as expected.
  • Late payments of any kind are subject to the larger of either $100 or 5% of the unpaid balance as a one time late fee per project AND 2% interest on the unpaid balance compounded daily.
  • Heights Enterprises will refuse to undertake any additional work for accounts not fully paid as agreed.

  • Since time is of the essence, it shall be presumed that if the Client fails to respond within 24 hours of notification with a decision in writing, the Client requests Contractor to use his discretion to determine the best way to resolve the issue.

    In any circumstance, if a decision to change the course of action is made on one part of the contemplated work, it shall have no impact on the rest of the work or agreement.

    In the event there is no written estimate, such as a verbal work order, then the work shall be performed on fee basis. Absent prior written or verbal agreement as to fee, the client agres to pay such fee as the contractor deems reasonable and fair.

    In the event a bill is not paid in full within thirty days, the Contractor shall file a Mechanic's Lien with the county without furhter notice. The Client shall enter a confession of judgment and be responsible for all additional costs of perfection and collection on the lien.

    ARTICLE 6. GENERAL PROVISIONS

    1. Any additional work or services beyond that specified in ARTICLE 1, may be by written work order. In the event the additional work requested is conveyed to Contractor verbally, it will be carried out as accurately as Heights Enterprises understands or interprets. Contractor shall not be responsible for misunderstandings, judgments or different interpretations than the Client providing the result is performed in a workman like and reasonably similar manner.

    2. Contractor shall obtain and maintain any licenses or permits necessary for the work to be directly performed by the Contractor if permits are required for the work. Unless otherwise stated, Contractor is responsible for the determination and acquisition of all permits. The expense of permits and inspections are borne by the Client and licensing or registration is borne by the Contractor.

    3. If explicitly hired as the General or Primary Contractor, Heights Enterprises shall be responsible for the and payment of any sub-contractors and shall obtain lien releases from sub-contractors as may be necessary. Otherwise Heights Enterprises shall viewed as an independent contractor and or consultant and responsible for its own work only.

    4. What constitutes this agreement:

    • If this agreement, is signed by all parties, no representations or promises have been made except those that are set out in this agreement. This agreement attached schedules, exhibits and addenda, and the most recent proposals or estimates specifications constitutes the entire agreement of the parties. This agreement may not be modified except in writing signed by all the parties.
    • If this agreement has not been formally signed by all parties, then commencement of work by Heights Enterprises at the behest of the Client shall indicate acceptance of all terms and conditions in this agreement. This agreement and Contractor understanding and interpretation of what is to be done shall constitute this agreement solely and shall be as binding as if the agreement were signed by all parties.

    5. The goal of this agreement is to produce a final deliverable that complies will all relevant building codes and local ordinances. Contractor will not knowingly produce results that do not intend to comply with the legal requirements and intentions of the governmental region of the site. The Client will do nothing or expect work that might place Contractor's license or standing in the community in jeopardy.

    6. This agreement shall be governed by the laws of Ohio. All disputes hereunder shall be resolved by binding arbitration in accordance with the rules of the American Arbitration Association, excepting disputes involving payment of amounts to Heights Enterprises. In any event, the prevailing party to a dispute shall be entitled to collect all reasonable expenses incurred in resolving the dispute or collecting amounts due.

    7. Contractor agrees to remove all work related debris that will not be removed by the city and leave the premises in broom clean condition for the work described in ARTICLE 1 unless otherwise stipulated in writing.

    8. In the event Client fails to pay any periodic or installment payment due hereunder Contractor may cease work without breach pending payment. In the event the Client impede's access to premises or otherwise makes the completion of agreed upon work substantially more difficult or impossible, Contractor shall have the right to cease work without breach and is entitled to payment in full as if the work were completed. If the Contractor is prevented from completing the work agreed upon as a result of the actions of the Client, he will be entitled to be paid in full as if the work were completed. If the Client fails to make timely payments, the Contractor shall also be entitled to collect fees and expenses incurred in collecting amounts due.

    9. Contractor shall not be liable for any delay or damage due to circumstances beyond its control including but not limited to: illness, strikes, casualty, calamity, general unavailability of materials or actions of the Client.

    10. Contractor warrants all labor for a period of twelve months following completion provided the work is unmodified subsequently in any way. The warranty does not apply to deterioration as a result of normal wear and tear or use. Any manufacturers warranties available on materials used in the work are passed to the Client and Contractor will assist Client in pressing claims for failed or defective materials. This warranty is limited solely to replacement, rework or repair labor involved in the work only. ALL WARRANTY WORK MUST BE PROVIDED BY HEIGHTS ENTERPRISES. If only a portion of the work needs repair or rework, then such limitation shall be prorated to that portion. All warranty work must be performed by the Contractor, unless otherwise agreed to in writing. Under no circumstances shall the Contractor be liable for direct, indirect or consequential damages of the work in question. If the work is driven by a governmental inspection (e.g. Point of Sale Inspection or government finance program inspection) Contractor warrants the final product will comply with inspection standards and satisfy the relevant portions of the inspection necessary to achieve a certificate of compliance or equivalent. If the Contractor is unable to complete the work for reasons beyond his control such as but not limited to calamity or Client actions, all work will be "as is".

    11. If any part of this agreement is adjudged invalid, illegal or unenforceable, the remaining parts shall not be affected and shall remain in full force and effect.

    12. This agreement shall be binding upon the parties, and upon their heirs, executors, personal representatives, administrators and assigns. No person shall have a right or cause of action arising out of or resulting from this agreement except those who are parties to it and their successors in interest.

    Document last modified: 11/07/08 22:35:23
    Date document printed: