Terms of Service
#Service Agreement
This general contractor agreement is between CEDAR AND SLATE HOME SERVICE, LLC, a(n) Washington Limited Liability Company (the "Contractor") and stated individual (the "Owner").
The Owner is the registered owner or authorized agent of the property located at the address stated on the estimate (the "Property").
The Owner wishes to engage the Contractor as a general contractor to perform certain Work (as defined below) on the Property for the Owner in accordance with the scope of work stated on the estimate.
The Contractor is registered with the state as a contractor, and has a registration number of CEDARSH784DJ expiring on 01/10/2028.
The Contractor will perform the Work on the Property in accordance with the scope of work stated on the estimate.
The parties therefore agree as follows:
1. ENGAGEMENT; SERVICES.
(a) Engagement. The Owner retains the Contractor to perform, and the Contractor shall perform, the work described above (the "Work").
(b) Contractor Obligations. Without limiting the scope of the Work described above, the Contractor shall:
(i) perform the Work set forth above However, if a conflict exists between this agreement and any term in the stated scope of work, the terms in this agreement will control;
(ii) furnish all of the necessary materials (unless otherwise stated in the scope of work), tools, machinery, and perform all of the Work, all in accordance with this agreement;
(iii) devote as much productive time, energy, and ability to the performance of its duties under this agreement as may be necessary to provide the required Work in a timely and productive manner;
(iv) perform the Work in a safe, good, and workmanlike manner by fully trained, licensed, competent, and experienced personnel using at all times adequate equipment in good working order;
(v) perform the work according to standard industry practices and comply with all building codes and other applicable laws;
(vi) communicate with the Owner about progress the Contractor has made in performing the Work;
(vii) supply all tools, equipment, and supplies (unless otherwise stated in the scope of work) required to perform the Work, except if the Contractor's work must be performed on or with the Owner's equipment;
(viii) ensure that all materials and equipment furnished are of good and merchantable quality, unless otherwise agreed by the Owner;
(ix) provide the Owner with appropriate releases or waivers of liens at the time of payment for any Work performed;
(x) obtain all necessary approvals for the Work from local authorities or other government entities and indemnify the Owner for any violations;
(xi) obtain insurance to protect itself and its staff against claims for property damage, bodily injury, or death due to its performance under this agreement;
(xii) at all times provide access to the Work to the Owner, the Owner's representatives, and public authorities;
(xiii) provide work (including the Work) and end products that are satisfactory and acceptable to the Owner and free of defects;
(xiv) remove any debris or other garbage from the Property, and leave the Property in broom-clean condition after the Work has been completed; and
(xv) remove, replace, or correct all or any portion of the work or end products found defective or unsuitable, without additional cost or risk to the Owner.
(c) Owner Obligations. The Owner shall:
(i) make timely payments of amounts earned by the Contractor under this agreement;
(ii) notify the Contractor of any changes to its procedures affecting the Contractor's obligations under this agreement at least 5 business days before implementing those changes; and
(iii) provide any other assistance to the Contractor as it deems reasonable and appropriate.
(d) Scope of Work. The scope of work on the estimate form an integral part of this agreement. Neither party may add to or otherwise change the scope of work without the prior written consent of the other party.
(e) Subcontractors. The Contractor may, in its discretion, engage licensed subcontractors to perform the Work. However, the Contractor must fully pay those subcontractors and, in all instances, will remain responsible for the completion of this agreement and the Work.
2. TIME OF COMPLETION.
Contractor will make every effort to complete the stated scope of work within five business days of agreed upon finish date. Should circumstances beyond Contractor's control (e.g. inclement weather, delayed/unavailable materials) cause a delay, Contractor will notify and work with Owner to complete The Work in a timely manner.
3. CONTRACT PRICE.
(a) Contract Sum; Payments.
(i) The Owner shall pay to the Contractor for the performance of this agreement the following items in legal US Currency the amount agreed upon on the accepted estimate. In no event, however, may the total cash payable under this subsection be greater than the amount of the accepted estimate.
(ii) If, on completion of the Work, the Contractor has received cash payments in excess of the agreed upon amount in the accepted estimate, the Contractor shall refund that excess to the Owner.
4. PROGRESS PAYMENTS.
(a) Payments; Invoices. A 50% of labor and fees + 100% of materials deposit of the agreed upon estimate amount is required to secure The Work. The balance shall be due upon completion of The Work or progress invoices biweekly until project is complete, whichever comes first. The Owner shall pay to the Contractor, within the prescribed time after receipt of an invoice, unless the Owner determines that this payment is otherwise not properly payable under this agreement.
(b) Final Payment. On final acceptance by the Owner of all deliverables contained in Exhibit A, Scope of Work, the Contractor shall submit an invoice for final payment with respect to the Work. All invoices for final payment under this agreement must be received by the Owner within 45 days after the request for final payment by the Contractor provided that the Work has been satisfactorily performed, and further subject to receipt by the Owner of the same affirmation relative to existing liens or claims against the Contractor as set forth in subsection 4(b) above. The Owner shall pay to the Contractor within the prescribed time after receipt of such invoice for final payment, the maximum amount payable under section 3(a)(i) above, less all progress payments previously made to the Contractor with respect to those and subject to the maximum commitment set forth in the accepted estimate. The Owner agrees to pay invoice(s) by the due date(s) specified. Unpaid or overdue invoices may result in suspension or termination of the Work. Invoices overdue by more than 30 days will incur a 3% late fee monthly until paid in full.
(c) Waiver of Owner's Claims. The making of final payment constitutes a waiver of all claims by the Owner except those arising from:
(i) unsettled liens;
(ii) faulty or defective work appearing after substantial completion; or
(iii) failure of the Work to comply with the requirements of stated scope of work above.
(d) Waiver of Contractor's Claims. The acceptance of the final payment shall constitute a waiver of all claims by the Contractor except those previously made in writing and identified by the Contractor as unsettled at the time of the final payment.
5. LICENSES, PERMITS, AND INSURANCE.
(a) Licenses and Permits. The Contractor shall comply with all state and local licensing and registration requirements for the type of work performed. The Contractor shall obtain and, at its expense, pay for all licenses required by law to accomplish any Work required in connection with this agreement and indemnify the Owner for any violations. The Contractor shall obtain all permits, if applicable, required by law to accomplish any Work required in connection with this agreement. The Owner shall be responsible for all permit costs.
(b) Insurance. The Contractor is adequately insured for injury to its employees and others incurring loss or injury as a result of the acts of the Contractor or its employees or subcontractors and shall provide the Owner with proper certificates of insurance.
###6. WAIVER OF LIABILITY.
If the Contractor is injured while performing the Work, the Owner will be exempt from liability for those injuries to the fullest extent allowed by law.
###7. SURETY BOND.
Throughout the Work, the Contractor shall maintain a surety bond in the amount of $30,000.00, which will cover its obligations under this agreement.
###8. INDEMNIFICATION.
(a) Of the Owner. The Contractor shall at all times indemnify the Owner against any award, charge, claim, compensatory damages, cost, damages, exemplary damages, diminution in value, expense, fee, fine, interest, judgment, liability, settlement payment, penalty, or other loss (a "Loss") or any attorney's or other professional's fee and disbursement, court filing fee, court cost, arbitration fee, arbitration cost, witness fee, and each other fee and cost of investigating and defending or asserting a claim for indemnification (a "Litigation Expense") arising out of:
(i) any gross negligence or willful misconduct of the Contractor arising from or connected with
Contractor's carrying out of its duties under this agreement;
(ii) issues relating to liability insurance, workers' compensation, and tax withholding for the Contractor's
employees;
(iii) the Contractor's breach of any of its obligations, agreements, or duties under this agreement.
(b) Of the Contractor. The Owner shall at all times indemnify the Contractor against Loss or Litigation Expense caused by any breach of any of the representations or agreements made by the Owner under this agreement.
###9. WARRANTY.
(a) Correction of Defective Work. The Contractor shall promptly correct any Work rejected as defective or as failing to conform to Exhibit A, whether observed before or after substantial completion and whether or not fabricated, installed, or completed, and shall correct any Work found to be defective or
nonconforming within a period of time as may be prescribed by law. The Contractor shall correct these mistakes within a reasonable time after receiving the Owner's written instructions and at its own cost (unless otherwise agreed by the parties). However, the Contractor is not required to correct at its own cost
any damage that occurred after completion of the Work, unless the parties agree that the damage occurred because of an injury that took place before the Work was completed.
(b) Normal Wear and Tear Only. The Contractor shall only be responsible for damages sustained by the Owner under conditions of normal wear and tear, and shall under no circumstances be responsible for damages or losses caused by wear and tear, misuse, neglect, negligence, abuse, or accident, or because of or arising from any risk insured against in terms of the homeowner's insurance policies normally issued by a reputable insurance company for residential properties. The Contractor shall under no circumstances be liable for any consequential loss or damage.
###10. TERM AND TERMINATION.
(a) Term. This agreement will become effective as described in section 24. Unless it is terminated earlier in accordance with subsection 10(b), this agreement will continue until the Work has been satisfactorily completed and the Contractor has been paid in full for that Work.
(b) Termination. This agreement may be terminated:
(i) by either party on provision of 10 days' written notice to the other party, with or without cause;
(ii) by either party for a material breach of any provision of this agreement by the other party, if the other party's material breach is not cured within 10 days of receipt of written notice of the breach; or
(iii) by the Owner at any time and without prior notice, fails or refuses to comply with the written policies or reasonable directives of the Owner, or is guilty of serious misconduct in connection with performance under this agreement.
(c) Effect of Termination. After the termination of this agreement for any reason, the Owner shall promptly pay the Contractor for Work rendered before the effective date of the termination. No other compensation, of any nature or type, will be payable after the termination of this agreement. Without prejudice to any other remedy the Owner may have, if the Contractor defaults or persistently fails or neglects to carry out the Work or fails to perform any provision of the agreement after written notice of
that failure, the Owner may make good those deficiencies and may deduct the cost of those from the payment due the Contractor or, at the Owner's option, may terminate the agreement and take possession of the site and of all materials and equipment.
###11. NOTE ABOUT EXTRA WORK AND CHANGE ORDERS.
All changes in the Work ordered by the Owner must be in writing as a change order, a form created by the Contractor and signed by the Owner. The Contract Price and time of completion, if applicable, will be increased or decreased accordingly by the parties' agreement. Any claims that the Contract Price or time of completion should be increased based on changes in the Work must be presented to the Owner by the Contractor in writing. The Owner's written approval of the Contract Price or time of completion increase must be obtained by the Contractor before any change in the Work is started. The valuation of the Contract Price change will be assessed on the basis of the valuation of similar work included in this agreement.
###12. MATERIALS.
(a) Types. The Contractor shall use materials in the work that are new, in compliance with all applicable laws and codes, and covered by a manufacturer's warranty (if appropriate) except as agreed in writing signed by the Owner.
(b) Ownership. Any materials that are unfixed and required to perform the Work and that are delivered to the Property under this agreement shall remain the property of the Contractor until they have been paid for by the Owner.
(c) Materials in Short Supply. If any of the materials needed to complete the project are in short supply or are unavailable for an unreasonable amount of time, the Owner shall select alternative material of similar quality from alternative (and readily available) materials proposed by the Contractor. The Owner shall pay any difference in price between the original materials and the alternative materials.
###13. GOVERNING LAW.
(a) Choice of Law. The laws of the state of Washington govern this agreement (without giving effect to its conflicts of law principles).
(b) Choice of Forum. Both parties consent to the personal jurisdiction of the state and federal courts in the county in which the work has been performed.
(c) Attorneys' Fees. If either party employs attorneys to enforce any rights arising out of or relating to this agreement, the losing party shall reimburse the prevailing party for its reasonable attorneys' fees.
###14. AMENDMENTS.
No amendment to this agreement will be effective unless it is in writing and signed by both parties.
###15. COUNTERPARTS; ELECTRONIC SIGNATURES.
(a) Counterparts. The parties may execute this agreement in any number of counterparts, each of which is an original but all of which constitute one and the same instrument.
(b) Electronic Signatures. This agreement, agreements ancillary to this agreement, and related documents entered into in connection with this agreement are signed when a party's signature is delivered by facsimile, email, or other electronic medium. These signatures must be treated in all respects as having the same force and effect as original signatures. By clicking approve, you agree to this contract.
###16. SEVERABILITY.
If any one or more of the provisions contained in this agreement is, for any reason, held to be invalid, illegal, or unenforceable in any respect, that invalidity, illegality, or unenforceability will not affect any other provisions of this agreement, but this agreement will be construed as if those invalid, illegal, or unenforceable provisions had never been contained in it, unless the deletion of those provisions would result in such a material change so as to cause completion of the transactions contemplated by this
agreement to be unreasonable.
###17. NOTICES.
(a) Writing; Permitted Delivery Methods. Each party giving or making any notice, request, demand, or other communication required or permitted by this agreement shall give that notice in writing and use one of the following types of delivery, each of which is a writing for purposes of this agreement: personal delivery, mail (registered or certified mail, postage prepaid, return-receipt requested), nationally recognized overnight courier (fees prepaid), or email.
(b) Addresses. A party shall address notices under this section to a party at the following addresses:
If to the Owner:
Address and email listed above
If to the Contractor:
Rachel Young, General Manager
17515 State Route 302 NW
Gig Harbor, Washington, 98329
(c) Effectiveness. A notice is effective only if the party giving notice complies with subsections (a) and (b) and if the recipient receives the notice.
###18. WAIVER.
No waiver of a breach, failure of any condition, or any right or remedy contained in or granted by the provisions of this agreement will be effective unless it is in writing and signed by the party waiving the breach, failure, right, or remedy. No waiver of any breach, failure, right, or remedy will be deemed a
waiver of any other breach, failure, right, or remedy, whether or not similar, and no waiver will constitute a continuing waiver, unless the writing so specifies.
###19. ENTIRE AGREEMENT.
This agreement constitutes the final agreement of the parties. It is the complete and exclusive expression of the parties' agreement about the subject matter of this agreement. All prior and contemporaneous communications, negotiations, and agreements between the parties relating to the subject matter of this agreement are expressly merged into and superseded by this agreement. The provisions of this agreement may not be explained, supplemented, or qualified by evidence of trade usage or a prior course of dealings. Neither party was induced to enter this agreement by, and neither party is relying on, any statement, representation, warranty, or agreement of the other party except those set forth expressly in this agreement. Except as set forth expressly in this agreement, there are no conditions precedent to this agreement's effectiveness.
###20. HEADINGS.
The descriptive headings of the sections and subsections of this agreement are for convenience only, and do not affect this agreement's construction or interpretation.
###21. EFFECTIVENESS.
This agreement will become effective when all parties have signed it. The date this agreement is signed by the last party to sign it (as indicated by the date associated with that party's signature) will be deemed the date of this agreement.
###22. NECESSARY ACTS; FURTHER ASSURANCES.
Each party shall use all reasonable efforts to take, or cause to be taken, all actions necessary or desirable to consummate and make effective the transactions this agreement contemplates or to evidence or carry out the intent and purposes of this agreement.
Each party is signing this agreement on the date stated opposite that party's signature.