This Construction Contract Agreement (this “Agreement”) is made as of the One Way Quality Construction LLC, a Oregon limited liability company located at 10451 NE 5th cir
Vancouver WA 98664
with contractor’s license number 215309 (“Contractor”). Owner and Contractor may each be referred to in this Agreement individually as a “Party” and collectively as the “Parties.”
The Parties agree as follows:
- Description of Work. Contractor shall perform the following described work at:
(the “Property”), in accordance with Owner’s contract plans and specifications, this Agreement and any Change Order, as defined herein, (collectively, the “Contract Documents”): Refer to estimate, bid, or quote (the “Work”).
- Contract Price and Payments. Owner agrees to pay Contractor the total amount of Work (the “Contract Price”). Payment of this amount is subject to additions or deductions in accordance with any mutually agreed to changes and/or modifications in the Work. Payment will be made according to the following schedule:
- 50% deposit, due upon the execution of this Agreement.
- 50% balance due upon completion of the Work.
- Certificate of Completion. Work under this Agreement shall begin on date determined between Contractor and Owner. Upon completion of the Work, Contractor shall notify Owner that the Work is ready for final inspection and acceptance and Owner shall make the final payment within two (2) days after final inspection.
- Materials and Labor. Contractor shall provide and pay for all labor and equipment, including tools, construction equipment, machinery, transportation and all other facilities and services, and all materials necessary for the completion of the Work. All materials shall be good quality and new, unless the Contract Documents require or permit otherwise. Contractor may substitute materials only with the prior written approval of Owner. The following materials will not be included in the Contract Price and are the sole responsibility of Owner and will not be covered under warranty by Contractor: Upon contractor request, Owner agrees to pay contractor up to 90% of contract value (above) prior to completion of installation. We propose to furnish material and labor in accordance with above specifications, for the sum in the invoice.
All work to be completed in workmanlike manner according to standard practice. Any additional work for plywood (1/2″, 5/8”, 3/4”) will be at an extra charge of $80.00 per sheet installed. Any structural work needed for dry rot, including fascia will be charged at $50.00 per hour plus materials. Each delivery is a separate and independent transaction and payment for each delivery shall be paid accordingly. If Owner refuses to receive the above-referenced services and materials within thirty (30) days of notification by Contractor that the services or materials are ready for delivery, then Owner acknowledges that this Agreement shall be null and void and the Contractor will retain complete ownership and title of all materials. Additionally, Owner agrees that Contractor may resell or otherwise dispose of such materials at Contractor’s option and that the Contractor may retain Owner’s deposit and take additional steps to recover any additional amounts owed or to recover any damages occasioned by Owner’s failure to perform under this Agreement including filing a lien on the property where the materials have been installed as provided by Oregon law.
- Licenses and Permits. Contractor shall obtain all licenses and permits necessary for proper completion of the Work. Owner is responsible for the cost of any necessary permits or licenses.
- Laws and Regulations. Contractor shall perform the Work in a workmanlike manner and in compliance with all applicable federal, state, and local laws, regulations and ordinances, and any safety requirements of Owner (the “Applicable Laws”). Contractor shall promptly notify Owner upon discovery of any variance between the Applicable Laws and the Construction Documents.
- Supervision of Construction. Contractor shall be solely responsible for and shall supervise and direct all construction under this Agreement. Contractor shall provide competent and suitable personnel to perform the Work and shall at all times maintain good discipline and order at the Property. Contractor will at all times take all reasonable precautions for the safety of its employees and the public at the Property. Contractor agrees to assume full responsibility for the acts, negligence, and/or omissions of its employees and any subcontractors and their employees.
- Record Documents. Contractor shall maintain in a safe place at the Property one record copy of all drawings, specifications, addenda, written amendments, and the like in good order and annotated to show all changes made during construction, which will be delivered to Owner upon completion of the Work.
- Utilities. Contractor will contact the County authority to locate all known utilities prior to beginning work. All temporary utilities shall conform and adhere to the Applicable Laws. Contractor will not be responsible for damage caused by undisclosed and unknown utility lines or pipes installed by a government, state, or county authority or private landowner. Owner is not responsible for any damage caused by Contractor to cable or other utility lines or components running into their home. Owner will pay for all permanent electric, water, phone, cable, sewer and gas service as needed to perform the Work. Owner will coordinate and pay all fees by a third-party for the installation, reinstallation, connection and removal of all temporary utilities, cable, internet, phone on the property during the performance of the work. However, disconnecting and or reconnecting or reinstalling utilities prior to and after construction are the owners responsibility. Utilities may range from, but not limited to HVAC, Cable, Dish/Satellite , aftermarket AC units, etc.
- Hazardous Materials. Except as otherwise provided in the Contract Documents, Contractor shall be responsible for all Hazardous Materials brought to the Property by Contractor. Hazardous Materials shall include radioactive materials, asbestos, polychlorinated biphenyls, petroleum products, crude oil, flammable materials, chemicals or solvents known to cause cancer or reproductive toxicity, pollutants, contaminants and toxic substances which are restricted, prohibited or regulated by any agency of government in its manufacture, use, maintenance, storage, ownership or handling. If Contractor discovers any Hazardous Materials on the Property, Contractor shall immediately notify Owner and may cease working until the material or substance has been rendered harmless. Owner shall defend, indemnify and hold harmless Contractor, any subcontractors, and their respective agents and employees from and against all claims, damages, losses and expenses, including attorney’s fees, arising out of or resulting from contact with the Hazardous Substance in performance of the Work resulting in bodily injury, illness or death, or injury or property damage, provided such claim, damage, loss or expense is not the result of any negligent act or omission by the party seeking such indemnity.
- Warranty. Contractor warrants that the Work shall be in accordance with the Contract Documents and free from material structural defects. Contractor shall redo or repair any Work not in accordance with the Contract Documents or any defects caused by faulty materials, equipment or workmanship for a period of (15) year(s) from the date of completion of the Work. Buyer acknowledges that the materials purchased by Buyer are manufactured by a third party who is not the Contractor. Therefore, Contractor will provide Buyer with information relating to the manufacturer’s warranty, but Contractor does not provide any additional warranties relating in any way to the manufacture of the system or components.
- Condition of the Property. Contractor agrees to keep the Property and adjoining driveways free and clear of waste material and rubbish. Contractor shall confine the storage of materials and equipment and the operations of employees to the Property, and shall not unreasonably encumber the Property with materials or equipment. Contractor shall be fully responsible for any damage to the Property or areas contiguous thereto resulting from the performance of the Work. At the completion of the Work, Contractor shall remove all waste materials, rubbish and debris from and about the Property as well as all tools, appliances, construction equipment and machinery, and surplus materials, and shall leave the Property clean and ready for occupancy by Owner.
- Inspection. Owner shall have a right to inspect the Work at any time and request that Contractor promptly correct any Work that is defective or does not conform to the Contract Documents. If required, the Work shall be inspected and certified by the appropriate state or local agency or health officer at each necessary stage.
- Right to Stop Work. If Contractor fails to correct any defective Work or repeatedly fails to perform the Work in accordance with the Contract Documents, Owner shall have the right to order Contractor to stop performing the Work, or any portion thereof, until the cause for such order is eliminated.
- Subcontracts. Contractor shall furnish to Owner a list of names of subcontractors proposed to perform principal portions of the Work. Contractor shall not employ any subcontractor to whom Owner reasonably objects. A subcontractor, for the purposes of this Agreement, shall be a person with whom Contractor has a direct contract for work at the Property. All contracts between Contractor and subcontractor shall be in accordance with the terms of this Agreement and the Contract Documents.
- Work Changes. Owner reserves the right to order changes to the Work in the nature of additions, deletions or modifications, without invalidating this Agreement, and agrees to make corresponding adjustments in the Contract Price and time of termination if applicable. All changes will be authorized in a written “Change Order” signed by Owner and Contractor, which shall be incorporated by reference herein.
- Other Contractors. Owner reserves the right to enter into other contracts in connection with the Work. Contractor shall cooperate with all other contractors so that their work shall not be impeded, and shall give them access to the Property as necessary to perform their contracts.
- Indemnification. Contractor agrees to defend, indemnify and hold harmless Owner and its agents and employees, from and against all claims, actions, liabilities, suits, demands, injuries, obligations, damages, losses, settlements, judgments, fines, penalties, costs and expenses, including reasonable attorneys’ fees, arising out of any negligent act or omission by Contractor, a subcontractor or anyone directly or indirectly employed by them in the performance of the Work resulting in bodily injury, illness or death, or for property damage, including loss of use, unless caused by the sole negligence or willful misconduct of Owner.
- Contractor’s Insurance. Contractor agrees to maintain at its own expense during the entire period of construction at the Property:
- General Liability Insurance. Such general liability insurance as will protect Contractor from claims for property damage and bodily injury, with limits of liability not less than $500,000.00 for each occurrence.
Contractor shall name Owner as an additional insured. Proof of such insurance shall be filed by Contractor with Owner within a reasonable time after execution of this Agreement.
- Waiver of Subrogation. Owner and Contractor each waive any and all claims or rights to recovery against the other Party for any loss or damage to the extent such loss or damage is covered by insurance or would be covered by any insurance required under this Agreement. Owner and Contractor shall cause each insurance policy carried by Owner or Contractor relating to the Property to include or allow a full waiver of any subrogation claims.
- Time of Essence. All times stated in this Agreement or in the Contract Documents are of the essence. Contractor agrees that such times are reasonable for performing and completing the Work.
- Liquidated Damages. In the event the Work is not completed by the date set forth in Section 3 of this Agreement, plus any extensions thereof as allowed in this Agreement, Owner shall not suffer damages uncertain in amount and difficult to measure and prove accurately.
- Extension of Time. The times stated in this Agreement may be extended for such reasonable time as Contractor may determine when performance of the Work by Contractor is delayed by a Change Order, labor disputes, fire, unusual delay in deliveries, abnormal adverse weather conditions, unavoidable casualties, or other causes beyond Contractor’s control or which justify the delay.
- Early Termination for Breach of Contract.
- Contractor’s Termination. Contractor may, on two (2) days’ written notice to Owner, terminate this Agreement before the completion of the Work when for a period of five (5) days after a progress payment is due, through no fault of Contractor, Owner fails to make the payment. On such termination Contractor may recover from Owner payment for all Work completed and for any loss sustained by Contractor for materials, equipment, tools or machinery to the extent of actual loss thereon, plus loss of a reasonable profit.
- Owner’s Termination. Owner may, on two (2) days’ notice to Contractor, terminate this Agreement before the completion of the Work, and without prejudice to any other remedy Owner may have when Contractor defaults in the performance of any provision of this Agreement, or fails to carry out performance of the Work in accordance with the provisions of the Contract Documents. If the unpaid balance on the Contract Price at the time of the termination exceeds the expense of finishing the Work, Owner shall pay such excess to Contractor.
- Disputes. Any dispute arising from this Agreement shall be resolved through mediation. If the dispute cannot be resolved through mediation, then the dispute will be resolved through binding arbitration conducted in accordance with the rules of the American Arbitration Association.
- Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which together, shall constitute one and the same document.
- Headings. The section headings herein are for reference purposes only and shall not otherwise affect the meaning, construction or interpretation of any provision of this Agreement.
- Notices. Any notice or communication given or made to any Party under this Agreement shall be in writing and delivered by hand, sent by overnight courier service or sent by certified or registered mail, return receipt requested, to the address stated above or to another address as that Party may subsequently designate by notice and shall be deemed given on the date of delivery.
- Assignment. No Party hereto shall have the right to assign its rights or delegate its duties hereunder without the written consent of the other Party, which consent shall not be unreasonably withheld.
- Binding Effect. This Agreement shall be binding and enure to the benefit of the Parties and their respective legal representatives, heirs, administrators, executors, successors and permitted assigns.
- Governing Law. This Agreement and the rights and obligations of the Parties hereto shall be governed by and construed in accordance with the laws of the State of Oregon, without regard to its conflicts of laws provisions.
- Severability. If any provision of this Agreement is held to be invalid, illegal or unenforceable in whole or in part, the remaining provisions shall not be affected and shall continue to be valid, legal and enforceable as though the invalid, illegal or unenforceable part had not been included in this Agreement.
- Entire Agreement. This Agreement contains the entire agreement between the Parties hereto with respect to the subject matter hereof, and supersedes all prior negotiations, understandings and agreements.
- Amendments. This Agreement may not be amended or modified except by a written agreement signed by the all of the Parties.
- Waiver. No Party shall be deemed to have waived any provision of this Agreement or the exercise of any rights held under this Agreement unless such waiver is made expressly and in writing. Waiver by any Party of a breach or violation of any provision of this Agreement shall not constitute a waiver of any other subsequent breach or violation.
- Other. Estimates, quotes, or bids are valid for 30 days. Contractor represents that the materials are of a general kind, color, and quality of samples that Contractor may make available to Owner. However, variations in materials and products may exist and Contractor does not offer any guaranty that the delivered materials will be of the exact kind, quality, or color as depicted in the samples. Contractor does not agree to meet any particular specifications other than those shown in this Agreement and any related drawings or exhibits.
Owner acknowledges that installation relates only to the above-referenced materials and that installation specifically does not include plumbing, HVAC, or electrical work or any other work not herein specified. Contractor will contact the County authority to locate all known utilities prior to beginning work. However, Contractor will not be responsible for damage caused by undisclosed and unknown utility lines or pipes installed by a government, state, or county authority or private landowner.
Owner agrees that Contractor shall not be liable for costs, delays, or unusual appearance of the materials which is due to peculiar features or unforeseen characteristics of the location in which the materials are to be installed. Owner agrees to accurately represent or depict property lines. All notices required or contemplated hereunder shall be in writing and personally delivered or sent First Class United States Mail, postage prepaid, to the addresses listed in this Agreement. Not less than fifteen (15) days after installation of the Work materials, Buyer shall give Contractor written notice of any claim that the materials or installation does not conform to this Agreement. If Buyer fails to provide Contractor with such written notice within the specified time period, the Buyer will be deemed to have accepted the materials and installation.
- Owner will remove any shrubs, flowers, or trees, which could hinder the work or might be damaged thereby, and Contractor is not responsible for normal damage to lawns and landscaping caused by normal work procedures. Owner will provide access for necessary equipment to construction area.
- Owner will remove from area of construction all items that might be in Contractor’s way. Contractor will not be held liable for damage to items not removed from this work area. It is Owner’s responsibility to remove items inside of house that may be jarred and damaged by work.
- Contractor shall not be held responsible for expansion or surface cracks in concrete work.
- The owner agrees to pay contractor 10% per month on any balance outstanding more than
14 days from date of invoice and there is a $10.00 service charge. Owner is liable for attorney fees and collection costs on any past due balance.
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above.