WHEREAS, this agreement entered into between Wilson Residential Construction Services LLC, herein called Contractor, and the homeowner, herein called CUSTOMER, is willing to accept such engagement and the parties now desire to set forth, in detail, the terms and conditions of their Agreement.
CUSTOMER hereby engages the Contractor, and the Contractor agrees to provide all labor, materials, equipment, and supervision for a Project as set forth in the contract, herein called the Agreement. The Work shall be performed in coordination with the CUSTOMER.
The Work to be performed pursuant to this Agreement shall be completed pursuant to the time as set forth in the Agreement, if any. Time is of the essence.
For the completion of the Work by Contractor under this Agreement, CUSTOMER agrees to pay Contractor the amount as set forth on the contract.
4.1 Payment of invoices shall be due upon completion of the project in lieu of an invoice.
4.2 If, at any time, Contractor believes that the Customer’s actions result in additional cost or time not otherwise set forth in the Contract, Contractor must inform the Customer with a reasonable cost estimate. Contractor acknowledges that this provision is required to mitigate costs and time impact on performance in the Customer’s best interests. Contractor’s failure to give timely and complete notice in accordance with this paragraph will serve as Contractor’s waiver of rights to such claim. 4.3 Customer may withhold no more than ten (10%) percent of the Contract Sum as retainage for work that cannot be completed due to materials that are missing or on backorder.
4.4 The Contractor shall notify the Customer when the Work is substantially complete. The Work is substantially complete when the Work is sufficiently complete in accordance with this Agreement so that the Owner can occupy or utilize the Work for its intended use (“Substantially Complete”). Upon such notification, the Customer shall inspect the Work and shall develop a punch list of items that do not conform to the requirements of this Agreement. Upon resolution of any disagreements and upon agreement of a date when all punch list items will be resolved, the Work may be certified by the Customer to be Substantially Complete.
4.5 Contractor may if requested by Customer, prior to final payment, provide Payment Certifications on forms approved by the Customer and\or such other proof as may be reasonably required by the Customer, that all payrolls, bills for materials and equipment and other indebtedness connected with the Work for which the Contractor or the property of Customer might be responsible have been satisfied.
4.6 Acceptance of the final payment shall constitute a full and final waiver of all claims of Contractor against Customer for performance of the Work.
All materials furnished by Contractor under this Agreement shall be new and of a first rate quality. No substitution or alternative materials may be made without the express written approval of CUSTOMER. If, within one (1) year of Substantial Completion of the Work, any defect in materials or workmanship is discovered by CUSTOMER then Contractor, after receiving written notice from CUSTOMER of such defect, shall correct it promptly. All such warranties are hereby assigned to CUSTOMER and all work performed shall be done in a manner that shall preserve such warranties. All warranties shall be deemed an integral part of this Agreement. The Work shall be performed skillfully, carefully, diligently and in a workmanlike manner and shall be fit for the purpose intended.
6.1 Contractor shall install only new materials and equipment to be furnished under the Agreement unless otherwise allowed by CUSTOMER, and that all Work shall be of good quality, free from faults and defects and in conformance with this Agreement.
6.2 In the event the naming of one (1) or more materials or equipment is followed by the phrase “or approved equal”, substitutions of materials or equipment, similar and equal in quality and utility to the items specifically named, may be made only after written approval by CUSTOMER. Under no circumstances shall any substitutions requested by Contractor result in any additional cost to CUSTOMER unless otherwise noted.
6.3 Contractor warrants that title to all Work, including but not limited to all materials and equipment, covered by an Application for Payment shall pass to CUSTOMER, free and clear of all liens, claims, security interests or encumbrances, and sales tax upon the sooner of the tender of payment of the applicable Application for Payment by CUSTOMER to Contractor or delivery of Work to the Job Site; and that no Work, materials or equipment covered by an Application for Payment shall have been acquired, whether by Contractor or by any other person performing a portion of the Work or furnishing materials and equipment for the Work, subject to an agreement under which an interest in or an encumbrance on is retained by the seller or otherwise imposed by the Contractor or any other person.
6.4 The passage of title to CUSTOMER shall not alter or limit the obligations and duties of Contractor with respect to the Work and the materials or equipment incorporated in or used in connection with the Work as described in these Contract Documents.
In the event that Contractor discovers any errors, inconsistencies or problems regarding the drawings, plans or specifications, then the Contractor shall send notice to the Customer detailing such problems and possible solutions.
Contractor shall perform the Work so as to minimize any impact upon the conduct of the activities of the Customer whenever possible. Contractor shall schedule the Work subject to the approval of the Customer or leave a key or code to access the work area.
Customer may add to or deduct from the Work by issuing a Directive. A Directive shall mean a written document containing additions, deletions, revisions, clarifications, or other written instructions issued by the Customer regarding the performance of the Work. A Directive shall be signed by the Customer. Unless the Directive indicates that it is for a quote only, Contractor may immediately proceed with the performance of the Scope Change. Within the time allotted in the Directive or within ten (10) days if no time is set. Contractor will immediately provide, in writing, a reasonable estimate of the cost and time to complete the Directive or the amount of a reasonable credit for any reduced scope. Customer may request that Contractor utilize Unit Prices, if any, to price the Directive in Customer’s sole discretion. If the parties agree to the amount of the addition or deduction, they will each sign a written Change Order to the Contract. If the parties cannot agree, they will continue to work diligently to resolve the dispute. Unsettled Directives shall not be incorporated into a Change Order for payment until settlement. Any Directive undertaken is governed by the terms and conditions of this Contract, as amended by Change Order.
At the conclusion of the project, the Contractor may provide any additional warrantees that pertain to the materials used.
Contractor recognizes that it is an independent contractor and will be paid as such. Neither party shall have the right to bind the other. Contractor will be responsible for all deductions and/or withholdings for any and all federal or state taxes for itself and its employees.
Contractor assumes and shall be solely and exclusively responsible and liable for any and all loss, costs, expenses, damages, destruction, or injury including, without limitation, bodily injury or death of any person or persons and damage or destruction of any property or properties, in connection with Contractor’s performance of its obligations under this Agreement including, without limitation, any of the foregoing with respect to any equipment or materials used by Contractor, suppliers or subcontractors in connection with this Agreement.
Should the Customer for any reason and at any time in its judgment determine to discontinue the services of Contractor, Customer will have the right to terminate this Agreement with or without cause by issuing a written Notice of Termination. In such event, Customer will pay Contractor for reasonable costs incurred and its profits lost thereon for any Work authorized and performed prior to the termination (unless the reason for the termination is caused by Contractor’s breach, in which case Customer has no obligation to pay direct or indirect costs or lost profit, if any, and may off-set its increased cost to correct or complete the Work from the Contract Sum, in addition to such other remedies as are provided by law). In no event, however, shall the amount due Contractor exceed the Contract Sum plus authorized Reimbursables.
14.1 Any Claim arising out of or related to this Agreement shall be subject to mediation as a condition precedent to the institution of legal or equitable proceedings by either party. The parties shall endeavor in good faith to resolve their claim(s) by mediation. Mediation
shall be conducted so as to minimize impact upon the Contract Time. Contractor shall continue to complete the Work as set forth under this Agreement. Litigation shall be stayed for a period of forty-five (45) days pending the outcome of mediation provided Contractor has continued to complete the Work and provided that the Customer has continued to pay for Work performed in compliance with the requirements of this Agreement. Should either party fail to perform then the mediation requirement may be deemed waived by the performing party. The customer shall borne the expense of any costs incurred. The mediator shall not be called to testify or otherwise provide evidence by either party in any subsequent legal action. Agreements reached in mediation shall be enforceable as settlements in any court having jurisdiction thereof.
14.2 If mediation attempts fail and a lawsuit is filed, all legal fees incurred by the Contractor, shall be borne by the Customer.
Customer agrees to accept service of process by certified mail at the following address:
Wilson Residential Construction Services LLC
213 S Barrington DR
Hampton, IL 61256
The Contractor agrees to accept service of process pursuant to the laws of Illinois at the mailing address set forth on the PO.
Contractor agrees that it is the Contractor’s legal responsibility to pay all applicable federal, foreign, state and local income taxes and self-employment taxes with respect to any amounts received by Contractor (and all personnel hired by Contractor for Contractor’s individual practice) under the terms of this Agreement. Unless otherwise required by applicable law, Owner shall not withhold from the amounts paid to Contractor (or any personnel hired by Contractor for Contractor’s individual practice) any amounts for federal, foreign or state income taxes or self-employment taxes. Owner shall not provide any fringe benefits to Contractor (or any personnel hired by Contractor for Contractor’s individual practice) including, but not limited to, vacation or sick pay, bonuses, life insurance, health insurance, or retirement benefits. Owner will not cover Contractor (or any personnel hired by Contractor for Contractor’s individual practice) under state unemployment compensation laws or state workmen’s compensation laws.
Contractor agrees to incorporate all provisions of this Agreement into any and all subcontracts by reference so that these provisions shall apply as if fully incorporated into each subcontractor contract.
Contractor agrees that this Agreement is personal to Contractor and cannot be assigned to any other party in whole or in part. If a subcontractor is necessary the Customer agrees to allow work to be performed as if conducted by Contractor.
Ambiguities, inconsistencies, or conflicts arising out of or related to this Agreement shall not be strictly construed against Customer; rather, they shall be resolved by applying the most reasonable interpretation under the circumstances, giving full consideration to the intentions of the parties at the time of contracting.
This Agreement may be modified only by and with the mutual consent of both parties. Any modification must be in writing and must be signed by an authorized representative of the Contractor and by the authorized representative of the Customer.
This Agreement has been entered into as of the day and year as set forth on the Contract or upon the issuance date of the letter to proceed, whichever is earlier.
This Agreement and the Contract and any e-mails or attachments thereto issued by Contractor or Customer shall constitute the entire Agreement between Contractor and Customer. It shall supersede all contracts, Agreements or understandings between the parties hereto respecting the subject matter hereof. In the event of any conflict between the terms of this Agreement, and any Contract, the terms of the Contract shall govern and control.
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CALIFORNIA USERS AND RESIDENTS
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Wilson Residential Construction Services LLC
213 S Barrington DR
Hampton, IL 61256