Construction Contract

This agreement is made on the date written above our signatures between
Contractor Name: __________________________________ (Contractor) and
Owner Name: _____________________________________ (Owner).
Contractor
Contractor Name: __________________________________
Address __________________________________________
Address __________________________________________
City _________________________________________, State:_________ Zip:__________
Work Phone Number: ___________________________________________
Cell Phone Number: ____________________________________________
Fax Number: __________________________________________________
Email Address: ________________________________________________
License Number: _______________________________________________
Contractor Name: __________________________________ will be referred to as Contractor
throughout this agreement.
Owner
Owner Name: _____________________________________
Address: _________________________________________
Address: _________________________________________
City: ___________________________________, State: ___________ Zip: ___________
Day Phone Number: _____________________________________
Cell Phone Number: _____________________________________
Fax Number: _____________________________________
Email Address: _____________________________________
Owner Name: _____________________________________ will be referred to as Owner throughout
this agreement.
The Construction Site
Address: _________________________________________
Address: _________________________________________
City: __________________________________________, Alabama Zip: ___________
I.

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 II. Project Description
A. For a price identified below, Contractor agrees to complete repair work (identified as the Project
in this agreement) for Owner.
III. Contract Price
A. In addition to any other charges specified in this agreement, Owner agrees to pay Contractor
$_____________________ for completing the Work described as the Project.
IV. Allowances
A. This Contract Price includes an allowance for an item to be selected later by Owner.
1. $______________________ for ___________________________________________________.
Installation will be by Contractor at a cost included in the Contract Price.
The allowance price covers the cost of:
Materials
Taxes
Delivery
V. Scheduled Start of Construction
A. Work under this agreement will begin when convenient for both Owner and Contractor.
VI. Scheduled Completion of Construction
A. Contractor agrees to complete the Work within a reasonable time, subject to such delays as are
permissable under this contract.
VII. Documents Incorporated
A. This agreement incorporates by reference certain documents which define and describe the Work
to be done. The following documents are incorporated as though included in full as part of this
agreement.
1. Plans
Plans dated ___/___/_____
Consisting of ____ sheet(s)
Prepared by ___________________________________________
Last changed on ___/___/_____
And further identified as ______________________________________
2. Specifications
Specifications dated ___/___/_____
Consisting of ____ sheet(s)
Prepared by _________________________________________
Last changed on ___/___/_____
And further identified as ___________________________________
3. Proposal (Estimate or Bid)
Proposal (Estimate or Bid) dated ___/___/_____.
Consisting of ____ sheet(s).
For the amount of $______________.
Entitled _______________________________________________.
And further identified as ______________________________________.
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Other Contract Documents notwithstanding, the proposal by Contractor dated ___/___/_____ defines
Work to be completed under this agreement. Anything not included in the proposal dated ___/___/_____
is not included in this agreement and is not part of the Work. Contractor will be entitled to a Change
Order and additional compensation for anything in any Plans or Specifications or anything required by
Law or ordinance that is not identified in the proposal dated ___/___/_____.
VIII. Ownership of Plans
A. All Plans, Drawings, Specifications and other documents prepared by or for Owner for use under
this agreement are the property of Owner and remain the property of Owner. Plans, Drawings and
Specifications, whether in paper or electronic form, prepared for use in construction under this
agreement shall not be modified or used on any other project without written consent of Owner.
Contractor shall hold harmless and Indemnify Owner from and against any and all Claims, actions, suits,
costs, damages, losses, expenses and attorney's fees arising out of use of the Project Plans, Drawings, or
Specifications for any purpose other than construction to be completed under this agreement. Contractor
and Subcontractors are granted a limited license to use and reproduce applicable portions of the Plans,
Specifications and Drawings as required for construction under this agreement. All copies made under
this license shall bear a notice showing Owner as copyright holder. All Plans, Drawings, Specifications
and other documents prepared for use in construction under this agreement are to be returned to Owner
at completion of the Work or termination of the contract. Contractor may retain one record set of the
Plans, Drawings and Specifications. All other sets shall be accounted for by Contractor and returned to
Owner. Submittal or distribution of Project Plans, Drawings or Specifications to meet Official
Regulatory Requirements is not to be construed as publication in derogation of the rights of Owner.
IX. Plans on Site
A. Contractor will keep a full set of Project Plans available on-site to authorized personnel during
the period of construction.
X. Documents Supplied to Contractor
A. Owner will furnish to Contractor at no cost:
1. A full set of Plans and Specifications for all trades in electronic format.
2. Contractor will distribute Contract Documents as required by Subcontractors.
XI. Scope of Work
A. Contractor shall supervise and direct the Work and accepts responsibility for construction means,
methods, techniques, sequences and procedures required to complete the Project in compliance with the
Contract Documents.
XII. Submittals
A. Contractor will get prior approval from Owner before buying or installing any material for which
prior approval is required by the Contract Documents. If disapproved, Owner will indicate why approval
was withheld. Where a contract task requires prior approval, any materials purchased or Work done
before approval is at the risk of Contractor.
XIII. Record Documents
A. Contractor will note on a record set of Project Drawings any Work done that is not shown on the
original Plans and not described in other Contract Documents. The record set of Project documents will
be delivered to Owner at the same time as final payment is requested.

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 XIV. Cutting and Patching
A. Contractor will ensure that cutting and patching required to make building parts fit together
properly is done by those skilled in the trade. Work completed by Contractor will have the neatly
finished appearance characteristic of professional grade construction.
XV. Job Site Safety
A. Contractor will at all times take all reasonable precautions for the safety of employees and the
public at the Job Site and will comply with all applicable safety Laws and regulations of federal, state,
and local authorities (including building codes) and safety Requirements of Owner.
XVI. Protection of People and Property
A. Safety Program
1. Contractor shall present to Owner for approval a safety plan describing how Contractor proposes
to meet all OSHA and related Requirements, details on how safety equipment is to be used, how the risk
of fire and other potential hazards will be abated, how welding and flame-cutting will be done, and how
Contractor will maintain safety-related equipment such as fire extinguishers, fire alarms and fire
sprinklers during the period of construction.
B. Safety Standards
1. When employees of Contractor, employees of Subcontractors, vendors, or the general public may
be exposed to risk of harm from falling objects on the Job Site, Contractor will (1) Erect toe boards,
screens, or guardrails to prevent objects from falling from higher levels, or (2) Erect a canopy to catch
loose objects before they fall to the surface below, or (3) Barricade the area into which objects could fall
and keep personnel out of the barricaded area.
2. Contractor shall ensure that all workers and visitors on the Job Site wear safety hard hats and
obey all safety rules and regulations. Contractor shall post a sign in a conspicuous location indicating
that safety hard hats are required on-site and shall loan such hats to visitors, as may be required.
C. Fire Protection
1. Contractor shall ensure that all construction personnel take precautions to eliminate fire hazards
and prevent fire damage on the Job Site.
2. Contractor shall maintain during construction an appropriate number of fire extinguishers. Fire
extinguishers shall be in good working order, conveniently located, clearly visible and readily accessible
for proper protection of the Work. Fire extinguishers shall be an approved type, equivalent to 2-1/2
gallon water-pressurized, and appropriate for the likely hazards. In areas with flammable liquid, asphalt,
or electrical hazards, fire extinguishers shall be equivalent to the carbon dioxide type or dry chemical
type. During freezing weather, extinguishers shall be enclosed in heated cabinets or be of an antifreeze
type.
D. Protection of Personnel
1. Contractor shall supply to Owner, Subcontractors and Sub-subcontractors a copy of each
Material Safety Data Sheet(s) (MSDS) on any Hazardous Material that Contractor, any Subcontractor or
any Sub-subcontractor brings on the Job Site. When no longer needed for construction, Contractor shall
ensure that Hazardous Materials are removed from the Job Site. No Hazardous Material shall be
disposed of or discarded in any means other than as prescribed in the applicable MSDS. No toxic or
Hazardous Materials of any description will be placed in refuse disposal containers used for general
construction debris.
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2. Contractor shall promptly submit to Owner a written notice of any accident on the Job Site that
results in personal injury requiring medical treatment, or damage to property in excess of $500.
Contractor will make available to Owner a copy of any accident report Contractor is required to file with
any public agency or insurance carrier.
E. Protection of Existing Work
1. Contractor will avoid using for construction operations any planting area which is designated to
remain after completion of Construction. Driving of vehicles on landscaped areas is prohibited without
approval of Owner. When use of landscaped area is required during the construction period, Contractor
shall remove, store, tend and replant all trees, shrubs, and lawn area that interfere with construction
operations. If removal and replacement is impractical, Contractor may trim, prune, tie back, cover and
protect trees and shrubs during the period of construction. Trees, shrubs and lawn area on the Job Site
which do not survive the construction period will be replaced by Contractor at no cost to Owner, prior to
Substantial Completion. Contractor shall not use the area under the drip line of trees for storage of
construction materials, equipment, trailers or vehicles.
2. Owner will prepare the area adjacent to surfaces to be painted by cutting back shrubs and trees to
provide clearance between each shrub or tree and the surface to be painted. Contractor will cover and tie
back all shrubs and trees that may be affected by painting of adjacent surfaces.
3. If Contractor parks trailers or equipment on existing parking lots or pavements, wheels and
dollies shall be set on plywood pads or blocking large enough to prevent damage to the paved surface.
Material stored on new or existing pavements shall be placed on blocking and raised adequately so as
not to block surface drainage.
4. Contractor will erect and maintain during the construction period suitable dust-proof temporary
partitions designed to protect the building contents and occupants against airborne dust and debris.
Contractor will ensure that air conditioning supply air inlets are covered to prevent contamination of the
central air conditioning supply. When construction personnel are not on the Job Site, Contractor shall
provide temporary covers for doorways, roof, window sash, and other penetrations through the exterior
wall.
5. Contractor shall restore to the same condition as before Work started all streets, drives,
sidewalks, walls, lights, signs, fences, poles and building components disturbed or damaged by
Contractor or Subcontractors during construction.
F. Protection of New Work
1. Contractor shall protect installed materials during the construction period so finished surfaces
(such as plumbing fixtures, woodwork, trim, walls, floors, ceilings and counters) show no signs of
damage or deterioration at the time of Substantial Completion. Except as otherwise provided in the
Contract Documents, all Work shall be thoroughly cleaned and in a "like new" condition at the time of
Substantial Completion. This includes dusting, window cleaning, floor cleaning, and removing grime
and stains from finished surfaces.
2. When parts of the structure or an adjoining structure require support until connecting members
are in place, Contractor shall install temporary support, bracing and tying adequate to prevent damage to
the structure and injury to personnel.
3. Contractor will not permit any load to be applied or forces to be introduced on any part of the
Job Site that may cause damage to the Work or endanger the safety of persons on or near the Job Site.

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 G. Public Safety
1. Contractor will install barriers, direction signs, flashers, warning signals, barricades, and other
devices to protect personnel on and adjacent to the site while minimizing disruption of normal
pedestrian and motor traffic. Contractor shall not remove or obstruct existing traffic control devices,
such as bollards, chains, posts, building signs, or traffic signs, without approval from Owner.
XVII. Hazardous Materials Used in Construction
A. Except as provided elsewhere in the Contract Documents, Contractor is responsible for all
Hazardous Materials brought to the Job Site by Contractor or Subcontractors.
B. Except as provided elsewhere in the Contract Documents, Contractor is prohibited from
installing any lead-containing materials or products, including paint, in any Work to be performed under
this contract. Contractor shall be responsible for removal and replacement costs should it be determined
that the provision of this paragraph has been violated. Responsibility of Contractor for violating the
terms of this paragraph shall not be limited in duration by Project completion, the warranty period, or
other provisions of this contract.
C. All flammable liquid having a flash point of 110 degrees F. or below shall be confined to
Underwriters Laboratories-labeled safety cans. Paint thinners, gasoline, oil, roofing materials, and other
flammables shall be stored in suitable shelters at least 50 feet from permanent structures. Spigots shall
not be used on drums containing flammable liquids. Drums are to be equipped with approved vented
pumps.
D. Temporary oil-fired stoves and gas-fired heaters shall be of types approved by Underwriters
Laboratories and shall have proper safety combustion controls.
E. Contractor will not do any welding or flame-cutting without first obtaining all permits required
by Law, and written permission from Owner.
XVIII. Compliance with Law
A. Contractor and Owner mutually commit to use reasonable care to meet the Requirements of
state, federal and local Law when discharging their responsibilities under this agreement.
B. If Contractor observes that Drawings, Specifications, or other Contract Documents do not
comply with applicable Law, Contractor shall promptly notify Owner of the variance. Any changes
made to the Contract Documents as a result of this notice shall be handled in the form of a Change Order
under this agreement.
C. Contractor shall bear none of the cost of correcting Work completed according to Contract
Documents but not in compliance with Law if Contractor did not know that Contract Documents or
instructions from Owner did not comply with the Law.
XIX. Temporary Utilities
A. Owner shall permit Contractor to use utility services, including water, electric power, heating and
cooling, without charge, as required to complete the Work. Contractor shall provide all required
connections to these services in a safe manner and in accord with applicable codes. Contractor shall
ensure that utility services furnished by Owner are not wasted. Before Final Completion, Contractor will
remove all temporary connections and return the existing water, electric, heating and cooling systems to
a condition at least as serviceable as prior to the Date of Commencement. Use by Contractor of water
and electricity provided by Owner constitutes a release by Contractor of all Claims and of all liability to
Owner for damages which may result from power and water outages or voltage variations.

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B. Anything to the contrary in this contract notwithstanding, Owner will provide, at no cost to
Contractor, 110 volt electrical power from the existing distribution system on the Job Site for hand-held
portable power tools. Contractor will not use the existing electric power system for welding machines or
other electrical equipment with heavy power Requirements.
XX. Job Cleanup
A. Contractor shall regularly remove from the Job Site and storage areas all surplus material, waste
and debris resulting from the Work. Construction debris shall be removed to a legal refuse collection site
with disposal or recycling fees paid by Contractor. At completion of the Work, Contractor shall, in
addition, remove from the Job Site all tools, equipment and scaffolding brought to the Job Site by
Contractor or Subcontractors. At Substantial Completion, exposed finishes of windows, doors, floors,
walls, ceilings, fixtures and trim shall be cleaned and free of grime, stains, over spray, dirt and dust.
B. If Contractor fails to comply with Requirements in the Contract Documents for progressive or
final Job Site cleanup, Owner may deliver a written notice to Contractor directing that the Job Site and
adjacent area be cleaned of construction debris within no more than 4 days. If, in the sole opinion of
Owner, Contractor has not complied with this written directive, no matter the source of debris or
Subcontractor responsible, Owner may retain a Separate Contractor to clean the Job Site to the condition
required under Contract Documents. If construction is nearly complete, the Separate Contractor may do
all cleaning and removal required before Substantial Completion. Owner may deduct from payments due
Contractor the actual amount paid to this Separate Contractor.
XXI. Project Sign
A. Contractor may, without cost to Owner, erect a sign at the Job Site measuring up to 4' x 8' and
listing the Project name, company name, address, logotype, phone number, and website address of
Contractor. If directional signs are needed, Contractor may erect signs with direction arrows and the
company name to guide employees and visitors to the Job Site entrance. No signs shall be erected
without prior approval of Owner.
XXII. Employee Relations
A. Contractor will allow only qualified, careful and skilled personnel to do the Work. Each worker
shall have the appropriate license, certification or experience necessary to complete the tasks assigned.
XXIII. Emergency Response
A. Provided Contractor is not responsible for the Emergency condition and provided the additional
cost to Contractor for the Emergency response is not covered by insurance or recoverable from others,
Contractor shall be granted a Change Order to compensate for the Emergency response.
B. Contractor shall respond immediately to calls for assistance at the Job Site any time, day or
night, when circumstances require the presence of Contractor to protect health or safety or the Work or
adjacent property.
XXIV. Owner's Responsibilities
A. Owner will respond in writing and with reasonable promptness to written requests from
Contractor for information relevant to completion of the Work. Owner will identify a Representative
qualified to respond to questions from Contractor when Owner is not available. Contractor is authorized
to rely on written responses from Owner and the identified Representative.
B. Owner shall have sole responsibility to secure financing for the Project and shall pay all fees,
charges, or other costs of such financing, including Inspection fees charged by any lender. The

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nonperformance of any lender shall not affect the obligation of Owner to Contractor. Owner hereby
authorizes and directs any lender on the Project to furnish Contractor with full information on
undisbursed loan proceeds when requested by Contractor.
XXV. Representations by Contractor
A. Contractor has reported to Owner all errors, inconsistencies, ambiguities, and omissions found in
the Plans and Specifications and has concluded that the Contract Documents define the Work required
with enough detail to allow Contractor to complete the Project.
B. Owner has reported to Contractor all conditions known to Owner which may not be apparent to
Contractor and which might significantly increase cost of the Work or delay completion. These
concealed conditions include, but are not limited to, hazards on the Job Site, unsuitable soil conditions,
prior Defective Work of others, latent Defects in the Plans or Specifications, earlier attempts to do
Similar or related Work, and obligations imposed by government.
C. Contractor affirms that the company is financially solvent, licensed, experienced, competent, and
has resources necessary to complete the Work in compliance with the Contract Documents.
XXVI. Access from Other Property
A. When the Work requires access by Contractor through adjacent public or private property or
closure of a public right of way, Owner shall secure the appropriate permit, license or temporary
easement, and give notice as may be required by Law.
B. Owner agrees to Indemnify and hold Contractor harmless from Claims by owners of adjacent
private property and from Claims of government resulting from access by Contractor through public
property or closure of a public right of way.
XXVII. Use of the Site
A. Except as otherwise provided in the Contract Documents, Contractor may erect temporary
facilities, such as storage sheds, shops and offices on the Job Site. Such temporary buildings shall
remain the property of Contractor and shall be removed at the expense of Contractor at completion of
the Work.
B. Contractor shall notify Owner at least 72 hours in advance if it will be necessary for Contractor
to interrupt utility service to any building or portion of a building occupied or otherwise used by Owner.
Every reasonable means shall be used by Contractor to minimize the duration of any utility outage.
C. Except as otherwise provided in this contract, parking for vehicles owned by construction
personnel shall be restricted to designated areas. Vehicles owned by construction personnel shall be
removed from the Job Site and vicinity when construction personnel are not present on the Job Site.
D. Contractor shall coordinate construction Work to minimize the interference with and disruption
of operations of Owner in any building or portions of any building occupied or otherwise used by
Owner.
XXVIII. Payment Plan
A. Owner will pay to Contractor the Contract Price in installments consisting of progress payments
and a final payment on completion of the Work.

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 XXIX. Progress Payments
A. Schedule of Progress Payments
1. Each progress payment will cover Work done during the pay period. The amount of each
progress payment will be based on the value of Work completed. If a progress payment would be due on
a legal holiday, the payment will be made on the last business Day before that holiday.
2. Progress payments will be made monthly on the 30th of each month.
B. Processing of Progress Payments
1. No less than 7 Calendar Days before each progress payment is due under the terms of this
contract, Contractor shall provide Owner with an application for payment (invoice) in a form which
complies with generally accepted trade practice.
2. Except as provided otherwise in this agreement, Owner shall pay the amount due within 7
calendar days after approval of any application for progress or final payment.
3. The amount of each progress payment shall be based on the value of construction put in place
during the payment period as calculated from the cost estimate and proposal submitted by Contractor for
the Project.
XXX. Retainage
A. Progress payments to Contractor shall be reduced by the amount set out in this contract for
Retainage. Except as otherwise provided in this agreement, all Retainage shall be released to Contractor
no later than 30 Calendar Days after Final Completion of Project.
B. Except as otherwise provided in this agreement, Owner shall retain ________ percent of the total
amount due on progress payments.
C. After 50 percent of the Work is complete, and if progress is satisfactory in the sole opinion of
Owner, and with the consent of Sureties providing bonds for the Project, Retainage on progress
payments shall terminate. Thereafter, the remaining progress payments shall be paid in full without
Retainage so long as, in the sole opinion of Owner, satisfactory progress is being made in the Work.
D. When any Subcontractor has finished Work in a manner that complies with the Contract
Documents, Owner may release to Contractor all Retainage attributable to Work performed by that
Subcontractor. No such release of Retainage shall be made without written approval from each Surety
company furnishing a Bond for either Contractor or the Subcontractor affected.
E. Contractor agrees to extend to Subcontractors on a pro-rata basis the same rights to reduce or
release Retainage as Contractor has under this contract. Contractor shall be solely responsible for the
management and administration of reduction or early release of Retainage to Subcontractors. Owner
assumes no liability or responsibility for reduction or early release of Retainage to Subcontractors.
F. Retainage shall be released to Contractor upon Substantial Completion of the Project except for
(1) An amount equal to 200 percent of the estimated value of any Work remaining to be completed on a
Punch List developed under the terms of this contract, and (2) Any amount required to ensure
compliance with Warranty provisions of this contract. All Retainage shall be released to Contractor on
Final Completion.
G. No Retainage will be withheld under this contract on tender by Contractor of a Retainage Bond
satisfactory to Owner and naming Owner as obligee, issued by a Surety company authorized to issue
Surety Bonds in the state of Alabama, in the amount of the Retainage to be released and conditioned

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upon Substantial Completion of the Work by Contractor.
XXXI. Contract Allowances
A. If the cost to Contractor for a contract allowance item is more or less than the allowance price,
the Contract Price shall be adjusted for the difference by a Change Order.
B. If selection of any contract allowance item by Owner delays the Work, the Contract Completion
Date shall be extended by the equivalent of the delay and Contractor shall be entitled to recover for the
cost of delay, including liquidated damages, shutdown or startup expense, lost profits, or consequential
damages.
XXXII. Interest
A. Payments due and not paid under the Contract Documents shall bear interest from the date
payment is due at a rate of _____ percent per month.
B. When payment is withheld pending settlement of a bona fide dispute on the quantity, quality, or
timeliness of the Work, interest shall accrue only on the amount ultimately paid.
C. Payment of interest does not abrogate or replace any other rights Contractor may have under this
agreement.
D. Any interest which remains unpaid at the end of any 30-Calendar Day period shall be added to
the principal amount due and thereafter shall accrue interest at the same rate as the principal.
XXXIII. Liens and Waivers
A. Contractor will ensure that Subcontractors, tradesmen and Material Suppliers working under
direction of Contractor are paid when due to avoid the exercise of lien rights provided by state Law.
XXXIV. Grounds for Withholding Payment
A. Owner may withhold payment due Contractor on the filing of a legal Claim against Contractor
by any third party if the Claim relates to the subject matter of this contract and (1) May result in a lien
on the Project, or (2) May result in a judgment for damages against Owner. Filing of a legal Claim shall
not constitute grounds to withhold payment if Contractor has insurance coverage which would prevent
loss to Owner from the legal Claim made.
B. If Owner withholds any payment under terms of this agreement, Owner will notify Contractor in
writing of the amount being withheld, the reason why payment is withheld, and what must be done to
release the payment otherwise due.
C. Grounds entitling Owner to withhold certain amounts due Contractor under this agreement shall
not relieve Owner of the obligation to pay Contractor other amounts then due and shall not relieve
Owner of the obligation to pay in full when the reason for withholding payment no longer exists.
D. Should any mediation, arbitration or court proceeding determine that Owner was not justified in
withholding payment to Contractor, the amount wrongfully withheld shall be treated as an unpaid
balance and accrue interest as provided by Law or this contract from the Calendar Day payment was
wrongfully withheld.
XXXV. Final Payment
A. Contractor will submit an application for final payment to Owner when the Work has been
completed in compliance with the Contract Documents. If Owner agrees that Work has been completed,
payment is due Contractor for the entire unpaid balance of the contract amount (including any

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Retainage).
B. Making of final payment constitutes waiver of all Claims by Owner against Contractor except
those Claims previously made in writing and delivered to Contractor and those obligations otherwise
provided by this agreement or by operation of Law.
C. The acceptance of final payment by Contractor shall constitute a release by Contractor of known
Claims against Owner arising out of this contract except those Claims which (1) Have been made in
writing and identified by Contractor as not having been settled at that time, or (2) Are based on fraud or
misconduct by Owner.
D. Owner has no obligation to make final payment until unconditional waivers of lien in a form
satisfactory to Owner, lenders and Sureties have been received from Contractor, Subcontractors,
vendors, tradesmen, and all Material Suppliers with lien rights on the Project. Contractor may furnish a
Bond satisfactory to Owner in lieu of waivers of lien.
E. Owner will notify Contractor of the date when notice of Final Completion is recorded.
F. If completion of the Work is delayed unreasonably at no fault of Contractor, Contractor shall be
entitled to final payment for all Work completed (including Retainage) without prejudice to the right of
Contractor to complete the Project at a later date and without prejudice to the right of Owner to make
Claims against Contractor for Defects in Work completed.
XXXVI. Changes in the Work
A. Except as provided elsewhere in this agreement, no change to this contract (including
Modification, clarification, interpretation or correction of the Plans or Specifications) shall be made
without mutual agreement and a written Change Order signed by Contractor and Owner identifying the
change, the cost of the change, and the effect on Project Schedule, if any.
B. Any change in Plans, Specifications or Contract Documents necessary to conform to existing or
future Laws, codes, ordinances or regulations shall be considered Extra Work.
C. Changes in the Work required due to defects or inconsistencies in Plans or Specifications or other
Contract Documents shall be considered Extra Work.
D. Any act, error, or omission by Owner or anyone acting on behalf of Owner which increases the
cost of completing the Work or delays the Contract Completion Date shall be considered Extra Work.
E. Contractor may take on Extra Work or make changes in the Work before a Change Order is
signed when injury to person or property or a significant increase in cost or a significant delay would
likely result from processing a routine Change Order.
F. The price for Work done under a Change Order shall be the most Similar cost published in the
most recent edition of the National Construction Estimator (or equivalent) plus supervision, taxes,
insurance, overhead and a reasonable profit. Profit and overhead (including Job Site overhead, off-site
overhead and overhead caused by delay) shall be calculated as 25 percent of the cost of Work performed
by crews of Contractor and 15 percent for Work performed by any Subcontractor.
G. On receipt of any instruction or information which Contractor interprets as requiring Extra Work,
Contractor shall prepare and submit to Owner a proposal describing the change in the Work using
(where appropriate) Drawings, Specifications, narrative, the cost to Owner for making the change, and
the proposed revision in the Contract Completion Date, if any.
H. Contractor is authorized to make minor changes in the Work which are in the interest of Owner,
do not materially alter the quality or performance of the Work, and do not affect the cost or time of
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performance, and comply with applicable Laws, codes, ordinances and regulations. Contractor will
inform Owner of each minor change made in the Work.
I. No Claim for payment for Extra Work and no Claim for additional time to complete the Work
shall be recognized under this agreement without a written Change Order or a notice of Claim. Failure
by Contractor to assert the right to a written Change Order or a Claim within 30 calendar days after
beginning Work on a change in the Work shall constitute waiver by Contractor of the right to additional
compensation and waiver of the right to additional time to complete a change in the Work. No act or
omission of either Contractor or Owner shall be interpreted as waiver of the Requirement for a written
Change Order or notice of Claim, nor shall any Claim that Owner has been unjustly enriched support a
Claim for a constructive Change Order. The provisions of this paragraph are the essence of this
agreement.
J. Failure of Contractor and Owner to agree on the terms of a Change Order shall be resolved under
the provisions of this agreement which cover Claims and disputes.
K. Should Contractor and Owner fail to agree promptly on the terms of a Change Order, Contractor
shall be paid, pending resolution of the dispute, the portion of the cost of the change not in dispute,
including the costs of time and materials required to execute the change. Payments required under this
paragraph shall be made as the Work progresses, concurrently with progress payments.
XXXVII. Cooperation of the Parties
A. Owner and Contractor acknowledge that open communication and cooperation will be required
to complete the Project on time, as estimated, and in compliance with the Contract Documents.
Contractor and Owner each agree to identify a representative who will be available to resolve minor
problems, answer questions and reach mutually acceptable solutions. The individuals identified by
Contractor and Owner shall try to reach informal agreement on problems as they arise but are under no
obligation to do so.
XXXVIII. Contractor Claims
A. Unresolved Claims or disputes shall not cause Contractor to delay or suspend Work or for Owner
to delay or suspend payments as provided by this agreement. Continued performance by Contractor shall
not be deemed a waiver of any Claim for additional compensation or an extension of Time for
Completion. Contractor shall cooperate with Owner and representatives of Owner to mitigate potential
damages, delay and other adverse consequences arising out of the condition which is the subject of the
Claim.
XXXIX. Notice of Claims
A. No Claim by Contractor shall be considered unless Contractor provides Owner with a notice that
there will be a Claim for additional compensation or an extension of time. This notice of Claim shall be
made no less than 5 Calendar Days after Contractor recognizes or should have recognized that
circumstances exist which support such a Claim. The notice of Claim shall include: (1) The date of the
notice, (2) The date the basis for the Claim was discovered, (3) The circumstances that support the
Claim, and (4) The estimated additional cost to Owner or additional time required to complete the
Project.
B. The amount Claimed by Contractor shall be calculated in accord with provisions in this contract
on charges for Extra Work.
XL. Arbitration
A. Any controversy or Claim arising out of or relating to this contract or contract warranty or the
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breach thereof which cannot be resolved by mediations shall be settled by arbitration administered by
the American Arbitration Association under its Construction Industry Arbitration Rules, and judgment
on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.
1. Any controversy or Claim arising out of or relating to this contract or contract warranty or the
breach thereof or a Change Order or addendum to this contract which cannot be resolved by mediations
shall be settled by arbitration administered by the American Arbitration Association under its
Construction Industry Arbitration Rules, and judgment on the award rendered by the arbitrator(s) may be
entered in any court having jurisdiction thereof.
B. Two copies of the demand for arbitration and attachments and the related fee shall be filed with
the appropriate regional office of the American Arbitration Association. Copies of the demand and
attachments shall be given to all other Parties to the dispute. The demand for arbitration shall be made
within a reasonable time after the Claim or dispute has arisen, and in no event after the date when
institution of legal or equitable proceedings based on such Claim or dispute would be barred by the
applicable statute of limitations.
C. Contractor and Owner agree to include in each contract for construction or design services on the
Project a clause which requires that disputes under that contract be settled by arbitration administered by
the American Arbitration Association under its Construction Industry Arbitration Rules.
XLI. Insurance
A. General Requirements
1. Contractor shall carry workers' compensation insurance and public liability insurance as required
by Law and regulation for the protection of Contractor and Owner during progress of the Work.
XLII. Liability for Damages
A. Contractor's Liability for Damages
1. Contractor shall have no liability for damage to or loss of Owner's personal property left on the
Job Site unless such damage or loss is the direct result of intentional or negligent acts by Contractor.
XLIII. Indemnity
A. Contractor shall defend, Indemnify, and hold harmless Owner against all loss, liability, costs, and
damage of any kind whatsoever that arises out of or results from performance of Work under this
agreement provided such loss, liability, costs, and damage is attributable to bodily injury, sickness,
disease or death, or to injury or destruction of property (other than the Work itself) but only to the extent
caused by the negligent acts or omissions of Contractor.
B. Indemnification of Owner is limited to the extent of insurance coverage required to be carried by
Contractor under this agreement.
C. Owner warrants and affirms that Owner maintains liability and property insurance which covers
consequential damage which may occur during the course of construction and agrees to Indemnify and
hold Contractor harmless for any loss which occurs to third parties as a result of construction undertaken
by this agreement.
D. Indemnification under this agreement shall not exceed any limitation on the amount or type of
damages, compensation, or benefits payable by or for Contractor or any Subcontractor under workers'
compensation acts, disability benefit acts, or other employee benefit acts.

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 XLIV. Default Insurance
A. Contractor will provide default insurance protecting Owner against losses which may result from
default by Contractor, including losses that result from: (1) The cost of correcting incomplete or
Defective Work, (2) Legal costs caused by the default, (3) The cost of evaluating the extent of the loss
caused by the default, (4) Increased overhead expense, delay and liquidated damages, if any, and (5)
Failure of Contractor to pay for labor, materials or equipment used to complete the Project.
B. Contractor will provide default insurance protecting Owner and Contractor against losses which
may result from default by any Subcontractor, including losses that result from: (1) The cost of
correcting incomplete or Defective Work, (2) Legal costs caused by the default, (3) The cost of
evaluating the extent of the loss caused by the default, (4) Increased overhead expense, delay and
liquidated damages, if any, and (5) Failure of a Subcontractor to pay for labor, materials or equipment
used to complete the Project.
XLV. Consequential Damages
A. Contractor and Owner waive all Claims for consequential damages against each other, their
respective officers, directors, partners, employees, agents, consultants and Subcontractors, arising out of
or relating to this contract or the termination of this contract, except those consequential damages
covered by insurance or specifically provided elsewhere in this agreement.
B. Contractor shall require each Subcontractor and Sub-subcontractor on the Project to execute a
waiver of consequential damages in favor of Owner with provisions coextensive with the waiver of
consequential damages that appears in this contract.
XLVI. Suspension of Work by Owner
A. Owner may, without cause, direct Contractor in writing to suspend all or any part of the Work for
a period of up to 30 Calendar Days. Contractor shall halt construction as directed and resume Work at
expiration of the suspension period. The Contract Price and Contract Time shall be adjusted by a Change
Order for excusable and compensable delay during the period of suspension. Contractor may elect to
terminate this contract under conditions provided in this agreement if suspensions of any substantial
portion of the Work exceeds, in aggregate, 60 Calendar Days.
B. Owner may, in writing, order Contractor to stop all or any portion of the Work. The order to stop
Work shall cite specific instances of either: (1) Recurring failure to correct Defective Work, (2)
Persistent failure to carry out the Work in accord with the Contract Documents, (3) Chronic failure to
prosecute the Work in a timely manner and according to Schedule, (4) Continual failure to provide
adequate supervision of construction crews on-site, or (5) Repeated failure to correct excessive
disturbance due to site congestion, noise, odors, dust, or interference with Separate Contractors arising
from construction, even if the disturbance does not violate the Contract Documents. On receipt of the
order to stop Work, Contractor shall suspend the Work as directed and resume only after resolution of
issues raised in the order to stop Work. There shall be no adjustment in the Contract Price or Contract
Time while the Work is suspended for causes listed in this paragraph.
C. Before suspending the Work in compliance with a stop order, Contractor shall take reasonable
steps necessary to minimize losses during the suspension, including: (1) Relocation of materials and
equipment to prevent loss, damage, and obstruction of passage ways, (2) Placement of temporary
enclosures or structures for improved security and weather protection, and (3) Provision for suitable
drainage to avoid water damage.
D. No notice to stop or suspend the Work shall be effective until 3 Calendar Days have passed after
delivery of the notice to Contractor and Surety of Contractor, if any.
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 XLVII. Right to Stop Work for Non-Payment
A. If Contractor is not paid any amount not in dispute within 30 Calendar Days after the date due,
Contractor shall post on the Job Site and deliver to Owner and all Subcontractors a notice of intention to
stop the Work if payments then due are not received in full within 15 Calendar Days. Thereafter,
Contractor may suspend the Work until delinquent payments have been received.

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 Signatures
By signing this agreement, Contractor confirms Inspection of the Job Site and signifies familiarity with
all local conditions, Laws, and regulations under which the Work is to be performed.
This agreement is entered into as of the date written below.
Owner Name: _____________________________________, Owner
______________________________ ________________
(Signature) (Date)
______________________________
(Printed Name and Title)
Contractor Name: __________________________________, Contractor
______________________________ ________________
(Signature) (Date)
______________________________
(Printed Name and Title)

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 Change Order Agreement
Today's Date _____________________ Original contract date _____________________
Job Address _____________________ Original contract price $ ___________________
Job Address _____________________ Sum of previous changes $ _________________
City, ST, ZIP _____________________ Cost of this change $ ______________________
Contractor ______________________ Revised contract price $ ____________________
Description of this change __________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
A. Material and supplies cost: $ ________________
B. Taxes and fees $ ________________
C. Direct labor: $ ________________
D. Indirect labor costs: $ ________________
E. Equipment and tools: $ ________________
F. Subtotal: ........................................................................ $ ________________
G. Overhead at _____ % of line F: $ ________________
H. Subcontracts: $ ________________
I. Overhead at _____ % of line H: $ ________________
J. Subtotal: ............................................................................ $ ________________
K. Profit at _____ % of lines F and J: $ ________________
L. Subtotal: ............................................................................ $ ________________
M. Total cost, lines F, J and L: [ ] Add [ ] Deduct $ ________________
N. Items specifically excluded from this change: __________________________________________
_______________________________________________________________________________
Q. This proposal is valid for _____ days.
R. We require _____ days extension of the contract time.
[ ] We are proceeding with this work per your authorization.
[ ] Please return a signed copy of this agreement as your acknowledgment of this change.
This Change Order incorporates by reference the terms and conditions of the original contract and all
change orders approved prior to the acceptance of this agreement.
This Change Order is accepted by_____________________________ Date________________

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