SERVICE AGREEMENT
BETWEEN DC ELECTRICAL HVAC PLUMBING INC. AND [CLIENT NAME]
1. PARTIES AND IDENTIFICATION
This Service Agreement (“Agreement”) is entered into on [DATE], [YEAR], between:
SERVICE PROVIDER:
DC Electrical HVAC Plumbing Inc., a Kansas corporation (“Service Provider” or “Contractor”)
Address: 1856 E. 600th Rd, Lecompton, Kansas 66050
Federal Tax ID: [TO BE COMPLETED]
Kansas Business Registration: [TO BE COMPLETED]
CLIENT:
[TO BE COMPLETED] (“Client” or “Customer”)
Address: [TO BE COMPLETED]
Federal Tax ID (if applicable): [TO BE COMPLETED]
This Agreement is governed by the written contract requirements under K.S.A. 33-106 and establishes the complete terms and conditions for the provision of electrical, HVAC, and plumbing services as detailed herein.
2. RECITALS AND BACKGROUND
WHEREAS, Service Provider is a licensed and qualified contractor specializing in electrical, heating, ventilation, air conditioning (HVAC), and plumbing services in the State of Kansas;
WHEREAS, Client desires to engage Service Provider to perform certain services as more particularly described in this Agreement;
WHEREAS, Service Provider represents that it possesses the necessary licenses, permits, insurance, expertise, equipment, and personnel to perform the services in accordance with applicable industry standards and regulatory requirements;
WHEREAS, the parties wish to establish their respective rights, obligations, and responsibilities in connection with the performance of such services;
NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
3. SCOPE OF SERVICES AND DELIVERABLES
3.1 Services Description
Service Provider shall provide the following services in accordance with the contract formation requirements under K.S.A. 16-101 et seq.:
[TO BE COMPLETED – DETAILED DESCRIPTION OF SPECIFIC TASKS]
The services shall include, but are not limited to:
[SPECIFIC ELECTRICAL WORK TO BE PERFORMED]
[SPECIFIC HVAC WORK TO BE PERFORMED]
[SPECIFIC PLUMBING WORK TO BE PERFORMED]
[OTHER RELATED SERVICES]
3.2 Deliverables and Milestones
Service Provider shall deliver the following specific deliverables according to the milestone schedule:
Milestone 1: [DESCRIPTION] – Due Date: [DATE]
Milestone 2: [DESCRIPTION] – Due Date: [DATE]
Milestone 3: [DESCRIPTION] – Due Date: [DATE]
Final Completion: [DESCRIPTION] – Due Date: [DATE]
3.3 Acceptance Criteria
Each deliverable and milestone shall be deemed complete and acceptable when:
All work conforms to the specifications set forth in this Agreement
All applicable building codes, safety regulations, and industry standards have been met
All required inspections have been passed
Client has conducted a reasonable inspection and provided written acceptance, or has failed to provide written rejection within five (5) business days of completion notification
All cleanup and restoration work has been completed to Client’s reasonable satisfaction
3.4 Work Standards
All services shall be performed in a good and workmanlike manner, in accordance with the highest standards of the electrical, HVAC, and plumbing industries, and in compliance with all applicable federal, state, and local laws, regulations, codes, and ordinances.
4. PERFORMANCE STANDARDS AND QUALITY REQUIREMENTS
4.1 Industry Standards Compliance
Service Provider shall perform all work in strict compliance with:
National Electrical Code (NEC) current edition
International Mechanical Code (IMC) current edition
International Plumbing Code (IPC) current edition
Kansas State Building Codes and local amendments
Occupational Safety and Health Administration (OSHA) standards under 29 U.S.C. § 651 et seq.
Manufacturer specifications for all equipment and materials installed
Local utility company requirements and standards
4.2 Quality Metrics and Performance Criteria
Service Provider guarantees that all work will meet or exceed the following measurable performance criteria:
All electrical installations shall pass required electrical inspections on first submission
All HVAC systems shall achieve specified temperature control within ±2°F of set points
All plumbing installations shall maintain specified pressure ratings with zero leakage
All work shall be completed with materials that carry manufacturer warranties of not less than one (1) year
All installations shall comply with energy efficiency standards as applicable
4.3 Testing and Verification
Service Provider shall conduct comprehensive testing of all systems including:
Electrical system load testing and safety verification
HVAC system performance testing and balancing
Plumbing system pressure testing and flow verification
Documentation of all test results to be provided to Client upon completion
4.4 Warranty on Workmanship
Service Provider warrants all workmanship for a period of two (2) years from the date of final completion. This warranty covers defects in installation, workmanship errors, and failure to meet specified performance criteria, but excludes normal wear and tear, misuse, or damage caused by third parties.
5. PROJECT TIMELINE AND DEADLINES
5.1 Project Schedule
Project Start Date: [TO BE COMPLETED]
Substantial Completion Date: [TO BE COMPLETED]
Final Completion Date: [TO BE COMPLETED]
5.2 Critical Path Milestones
The following milestones represent critical path items that must be completed on schedule to avoid project delays:
Permit acquisition and approvals: [DATE]
Material delivery and staging: [DATE]
Rough-in work completion: [DATE]
Inspection approvals: [DATE]
Final installation and testing: [DATE]
5.3 Time is of the Essence
Time is of the essence in the performance of this Agreement. Service Provider acknowledges that timely completion is material to Client’s business operations and agrees to diligently prosecute the work to completion.
5.4 Delay Penalties and Extensions
Liquidated Damages: If Service Provider fails to achieve Substantial Completion by the specified date due to Service Provider’s fault or negligence, Service Provider shall pay Client liquidated damages of [AMOUNT] per day for each day of delay, not to exceed [MAXIMUM AMOUNT] in total.
Extensions for Client Delays: If Client causes delays through:
Failure to provide timely access to work areas
Changes in scope or specifications
Failure to make required decisions within agreed timeframes
Failure to provide required approvals or information
Then the completion dates shall be extended day-for-day for such delays, and Service Provider shall be entitled to additional compensation for extended overhead costs at the rate of [AMOUNT] per day.
Extensions for Force Majeure: Completion dates shall be extended for delays caused by events beyond either party’s reasonable control, including but not limited to acts of God, government actions, labor strikes, material shortages, or other force majeure events.
6. PAYMENT TERMS AND FEE STRUCTURE
6.1 Total Contract Price
The total fixed fee for all services under this Agreement is $[TO BE COMPLETED] (“Contract Price”), which includes all labor, materials, equipment, permits, and other costs necessary for complete performance of the services, except as specifically excluded herein.
6.2 Payment Schedule
Client shall make payments according to the following schedule:
Initial Payment: $[AMOUNT] due upon execution of this Agreement
Progress Payment 1: $[AMOUNT] due upon completion of [MILESTONE]
Progress Payment 2: $[AMOUNT] due upon completion of [MILESTONE]
Final Payment: $[AMOUNT] due within thirty (30) days of final completion and acceptance
6.3 Payment Terms and Conditions
All payments are due within thirty (30) days of invoice date unless otherwise specified
Payments shall be made by check, wire transfer, or other method acceptable to Service Provider
Client may withhold up to ten percent (10%) of each progress payment as retainage, to be released with final payment
Late payments shall accrue interest at the rate of one and one-half percent (1.5%) per month or the maximum rate permitted by law, whichever is less
6.4 Compliance with Wage and Hour Laws
Where applicable, Service Provider shall comply with the Fair Labor Standards Act (29 U.S.C. § 201 et seq.) and all applicable state and local wage and hour requirements for work performed under this Agreement.
6.5 Taxes and Fees
Client shall be responsible for all applicable sales taxes, use taxes, and permit fees. Service Provider shall be responsible for all income taxes, employment taxes, and business license fees related to its performance under this Agreement.
7. CHANGE ORDERS AND SCOPE MODIFICATIONS
7.1 Written Change Order Requirement
No changes, modifications, or additions to the scope of work shall be valid or enforceable unless documented in a written change order signed by both parties. Oral agreements or informal understandings regarding scope changes are specifically excluded and shall not be binding on either party.
7.2 Change Order Process
When either party desires a change to the scope of work:
The requesting party shall submit a written change request describing the proposed modification
Service Provider shall provide a written estimate including cost, time impact, and specification changes within five (5) business days
Client shall have ten (10) business days to approve, reject, or request modifications to the proposed change order
Upon mutual agreement, both parties shall execute a formal change order before any additional work commences
7.3 Rates for Additional Work
Additional work beyond the original scope shall be compensated at the following pre-approved rates:
Electrical Work: $[TO BE COMPLETED] per hour
HVAC Work: $[TO BE COMPLETED] per hour
Plumbing Work: $[TO BE COMPLETED] per hour
Materials: Cost plus [PERCENTAGE]% markup
Equipment Rental: Actual cost plus [PERCENTAGE]% markup
7.4 Emergency Work Authorization
In emergency situations where immediate action is required to prevent property damage or safety hazards, Service Provider may proceed with necessary work after obtaining oral authorization from Client’s designated representative. Such emergency work must be documented in writing within twenty-four (24) hours and shall be subject to the change order process for formal approval.
7.5 Impact on Schedule and Performance
Each change order shall specify the impact on project schedule, completion dates, and any modifications to performance standards or acceptance criteria. Time extensions resulting from approved changes shall not be subject to delay penalties.
8. MATERIALS, TOOLS, AND RESOURCES
8.1 Service Provider Responsibilities
Service Provider shall supply, at its own expense and included in the Contract Price:
All labor, supervision, and project management
All tools, equipment, and machinery necessary for performance
All materials, supplies, and components specified in the scope of work
All consumable items including fasteners, connectors, sealants, and similar items
All safety equipment and protective devices
Transportation of personnel, tools, and materials to and from the work site
8.2 Material Standards and Specifications
All materials shall be:
New, unused, and of first quality
Suitable for the intended purpose and environmental conditions
In compliance with applicable codes, standards, and manufacturer specifications
Covered by manufacturer warranties of not less than one (1) year
Delivered and stored in accordance with manufacturer recommendations
8.3 Material Substitutions
Service Provider may not substitute materials without prior written approval from Client. Requests for substitutions must include:
Detailed specifications of proposed substitute materials
Comparison of performance characteristics and warranties
Cost impact analysis (savings or additional cost)
Schedule impact assessment
Written certification that substitutes meet or exceed original specifications
8.4 Defective Materials
Service Provider shall immediately replace any materials found to be defective, damaged, or non-conforming at no additional cost to Client. Such replacement shall not extend project completion dates unless the defect was not reasonably discoverable through normal inspection procedures.
8.5 Title and Risk of Loss
Title to all materials shall pass to Client upon incorporation into the work. Risk of loss or damage to materials shall remain with Service Provider until final completion and acceptance of the work.
9. INTELLECTUAL PROPERTY RIGHTS
9.1 Client Ownership of Work Product
Client shall own all right, title, and interest in and to all work product, deliverables, designs, plans, specifications, reports, data, and other materials created, developed, or produced by Service Provider in the performance of services under this Agreement (“Work Product”). This includes all intellectual property rights therein, including but not limited to copyrights, patent rights, trade secrets, and proprietary information.
9.2 Work Made for Hire
To the extent permitted by law, all Work Product shall be considered “work made for hire” as defined under federal copyright law, with Client as the author and owner of such work. If any Work Product is determined not to qualify as work made for hire, Service Provider hereby assigns to Client all right, title, and interest in and to such Work Product, including all intellectual property rights therein.
9.3 Pre-Existing Intellectual Property
Service Provider retains ownership of all intellectual property, methodologies, processes, and know-how that existed prior to this Agreement or that are developed independently of the services provided hereunder (“Pre-Existing IP”). However, Service Provider grants Client a perpetual, non-exclusive, royalty-free license to use any Pre-Existing IP that is incorporated into or necessary for the use of the Work Product.
9.4 Third-Party Intellectual Property
Service Provider represents and warrants that the Work Product will not infringe upon any third-party intellectual property rights. Service Provider shall obtain all necessary licenses and permissions for the use of any third-party intellectual property incorporated into the Work Product and shall indemnify Client against any claims of infringement.
9.5 Cooperation in Protection
Service Provider agrees to cooperate with Client in the protection of Client’s intellectual property rights in the Work Product, including executing any documents necessary to perfect Client’s ownership rights and providing reasonable assistance in any intellectual property proceedings.
10. CONFIDENTIALITY AND NON-DISCLOSURE
10.1 Definition of Confidential Information
“Confidential Information” means all non-public, proprietary, or confidential information disclosed by either party to the other, whether orally, in writing, or in any other form, including but not limited to:
Technical data, designs, specifications, and drawings
Business plans, financial information, and pricing data
Customer lists, supplier information, and business relationships
Trade secrets, know-how, and proprietary processes
Security procedures, access codes, and system configurations
Any information marked as confidential or that would reasonably be considered confidential
10.2 Confidentiality Obligations
Each party agrees to:
Hold all Confidential Information in strict confidence
Use Confidential Information solely for the purposes of this Agreement
Not disclose Confidential Information to any third party without prior written consent
Protect Confidential Information with the same degree of care used to protect its own confidential information, but in no event less than reasonable care
Limit access to Confidential Information to employees and agents who have a legitimate need to know
10.3 Exceptions to Confidentiality
The confidentiality obligations shall not apply to information that:
Is or becomes publicly available through no breach of this Agreement
Was rightfully known prior to disclosure under this Agreement
Is rightfully received from a third party without breach of confidentiality
Is independently developed without use of or reference to Confidential Information
Is required to be disclosed by law, regulation, or court order (with prior notice to the disclosing party)
10.4 Post-Contract Obligations
The confidentiality obligations under this Section shall survive termination of this Agreement and continue for a period of five (5) years from the date of termination, except that obligations regarding trade secrets shall continue indefinitely.
10.5 Remedies for Breach
Each party acknowledges that breach of confidentiality obligations would cause irreparable harm for which monetary damages would be inadequate. Therefore, the non-breaching party shall be entitled to seek injunctive relief and other equitable remedies, in addition to monetary damages of not less than $[AMOUNT] per breach, plus reasonable attorneys’ fees and costs.
10.6 Return of Confidential Information
Upon termination of this Agreement or upon request, each party shall promptly return or destroy all Confidential Information received from the other party, including all copies, notes, and derivative works, and shall provide written certification of such return or destruction.
11. INSURANCE AND LIABILITY PROVISIONS
11.1 Required Insurance Coverage
Service Provider shall obtain and maintain, at its own expense, the following minimum insurance coverage throughout the term of this Agreement and for two (2) years thereafter:
General Liability Insurance: Commercial general liability insurance with minimum limits of $300,000 per occurrence and $600,000 aggregate, covering bodily injury, property damage, personal injury, and advertising injury.
Professional Liability Insurance: Professional liability/errors and omissions insurance with minimum limits of $500,000 per claim and $1,000,000 aggregate, covering negligent acts, errors, or omissions in the performance of professional services.
Workers’ Compensation Insurance: Workers’ compensation insurance as required by Kansas law, with minimum limits as prescribed by statute, covering all employees engaged in work under this Agreement.
Commercial Auto Liability: If vehicles are used in performance of services, commercial auto liability insurance with minimum limits of $500,000 combined single limit.
11.2 Insurance Requirements
All insurance policies shall:
Be issued by insurance companies rated A-VII or better by A.M. Best Company
Name Client as an additional insured on general liability and auto liability policies
Include a waiver of subrogation in favor of Client
Provide that coverage is primary and non-contributory with respect to any insurance maintained by Client
Include provisions that coverage cannot be canceled, non-renewed, or materially modified without thirty (30) days prior written notice to Client
11.3 Certificates of Insurance
Service Provider shall provide certificates of insurance evidencing required coverage prior to commencement of work and annually thereafter. Certificates shall be issued by the insurance company or authorized agent and shall specify the policy numbers, coverage limits, effective dates, and additional insured status.
11.4 Limitation of Liability
EXCEPT FOR GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR BREACH OF CONFIDENTIALITY OBLIGATIONS, SERVICE PROVIDER’S TOTAL LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNT PAID BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES, REGARDLESS OF THE THEORY OF LIABILITY.
11.5 Indemnification
Service Provider shall indemnify, defend, and hold harmless Client, its officers, directors, employees, and agents from and against all claims, damages, losses, costs, and expenses (including reasonable attorneys’ fees) arising out of or resulting from:
Service Provider’s negligent performance or non-performance of services
Breach of this Agreement by Service Provider
Violation of applicable laws or regulations by Service Provider
Bodily injury or property damage caused by Service Provider’s operations
Infringement of third-party intellectual property rights
Client shall indemnify Service Provider against claims arising solely from Client’s negligence or willful misconduct, provided that Service Provider provides prompt notice and cooperates in the defense of such claims.
12. LICENSING, PERMITS, AND REGULATORY COMPLIANCE
12.1 Required Licenses and Certifications
Service Provider represents and warrants that it holds all licenses, certifications, and permits required to perform the services under this Agreement, including but not limited to:
Kansas electrical contractor license (current and in good standing)
Kansas mechanical contractor license for HVAC work (current and in good standing)
Kansas plumbing contractor license (current and in good standing)
All applicable trade certifications and specialty endorsements
Business license for operations in Lecompton, Kansas
Any federal certifications required for specialized equipment or systems
12.2 Permit Acquisition and Compliance
Service Provider shall be responsible for:
Obtaining all necessary building permits, electrical permits, mechanical permits, and plumbing permits
Paying all permit fees and inspection costs (included in Contract Price)
Scheduling all required inspections and ensuring compliance with inspection requirements
Correcting any work that fails inspection at no additional cost to Client
Obtaining final approvals and certificates of occupancy where applicable
12.3 Code Compliance and Standards
All work shall be performed in strict compliance with:
Current Kansas State Building Code and local amendments
National Electrical Code (NEC) as adopted by Kansas
International Mechanical Code (IMC) as adopted by Kansas
International Plumbing Code (IPC) as adopted by Kansas
Americans with Disabilities Act (42 U.S.C. § 12101 et seq.) requirements for commercial work
Environmental regulations and energy efficiency standards
Local zoning ordinances and land use restrictions
12.4 OSHA Compliance and Safety
Service Provider shall maintain full compliance with Occupational Safety and Health Administration standards (29 U.S.C. § 651 et seq.) including:
Maintaining current OSHA safety training for all personnel
Implementing comprehensive safety protocols and procedures
Providing all required personal protective equipment
Conducting regular safety meetings and hazard assessments
Maintaining OSHA injury and illness records
Reporting any workplace accidents or safety incidents immediately to Client
12.5 Regular Compliance Reviews
Service Provider agrees to participate in regular compliance reviews, which may include:
Quarterly verification of license and certification status
Annual review of insurance coverage and safety records
Periodic audits of work quality and code compliance
Documentation of continuing education and training requirements
Updates to regulatory requirements and industry standards
12.6 Compliance Violations
If Service Provider fails to maintain required licenses, permits, or compliance with applicable regulations:
Client may suspend work until compliance is restored
Service Provider shall bear all costs of correcting violations
Completion dates may be extended without penalty to Client
Client may terminate this Agreement for material compliance failure
13. TERMINATION PROVISIONS
13.1 Termination for Convenience
Either party may terminate this Agreement for any reason or no reason by providing thirty (30) days prior written notice to the other party. Such termination shall be effective on the date specified in the notice, provided it is not less than thirty (30) days from the date of delivery.
13.2 Termination for Cause
Either party may terminate this Agreement immediately upon written notice if the other party:
Materially breaches this Agreement and fails to cure such breach within ten (10) days after written notice
Becomes insolvent, makes an assignment for the benefit of creditors, or files for bankruptcy protection
Ceases to conduct business in the ordinary course
Loses required licenses or permits necessary to perform under this Agreement
Engages in fraud, willful misconduct, or criminal activity related to this Agreement
13.3 Effect of Termination – Payment Obligations
Upon termination of this Agreement for any reason:
Work Completed: Client shall pay Service Provider for all work satisfactorily completed and accepted prior to the effective date of termination, calculated on a pro-rata basis according to the percentage of work completed.
Work in Progress: Client shall pay for work in progress that can be reasonably completed and delivered within thirty (30) days of termination, provided such work is acceptable to Client.
Wind-Down Costs: Client shall reimburse Service Provider for reasonable wind-down costs necessarily incurred as a direct result of termination, including:
Costs to secure the work site and protect completed work
Reasonable demobilization costs for equipment and personnel
Costs to return rented equipment and cancel material orders
Storage costs for Client-owned materials for up to thirty (30) days
Maximum Wind-Down Costs: Total wind-down costs shall not exceed five percent (5%) of the total Contract Price without Client’s prior written approval.
13.4 Return of Client Materials and Property
Within ten (10) days of termination, Service Provider shall:
Return all Client property, materials, equipment, and Confidential Information
Provide copies of all work product, plans, specifications, and project documentation
Remove all Service Provider equipment, tools, and materials from Client’s premises
Restore work areas to a clean and safe condition
Provide written inventory of all items returned or removed
13.5 Survival of Obligations
The following provisions shall survive termination of this Agreement:
Payment obligations for work performed prior to termination
Intellectual property rights and assignments
Confidentiality and non-disclosure obligations
Warranty obligations for completed work
Indemnification obligations
Insurance requirements for completed work
Dispute resolution procedures
13.6 No Waiver of Rights
Termination of this Agreement shall not waive or release either party from any rights, claims, or obligations that accrued prior to the effective date of termination, including but not limited to payment obligations, warranty claims, and breach of contract claims.
14. DISPUTE RESOLUTION
14.1 Mandatory Mediation
Prior to initiating any legal proceedings, the parties agree to attempt resolution of any dispute, claim, or controversy arising out of or relating to this Agreement through mediation. Either party may initiate mediation by providing written notice to the other party describing the nature of the dispute and requesting mediation.
14.2 Mediation Procedures
The parties shall select a mutually acceptable mediator within fifteen (15) days of the mediation request
If the parties cannot agree on a mediator, each party shall select one mediator, and those two mediators shall select a third mediator to conduct the mediation
Mediation shall be conducted in Lecompton, Kansas, or another location mutually agreed upon by the parties
Each party shall bear its own costs and expenses of mediation, and the parties shall share equally the fees and expenses of the mediator
The mediation shall be completed within sixty (60) days of the initial request unless extended by mutual agreement
14.3 Binding Arbitration
If mediation fails to resolve the dispute within the specified time period, any remaining dispute shall be resolved through binding arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association.
14.4 Arbitration Procedures
Arbitration shall be conducted by a single arbitrator unless the amount in controversy exceeds $100,000, in which case the arbitration shall be conducted by a panel of three arbitrators
The arbitrator(s) shall be selected in accordance with AAA procedures and shall have experience in construction and service contract disputes
Arbitration shall be conducted in Kansas, with the specific location to be determined by the arbitrator(s)
The arbitrator(s) shall have the authority to award monetary damages, injunctive relief, and attorneys’ fees and costs to the prevailing party
The arbitration award shall be final and binding, and judgment may be entered upon the award in any court of competent jurisdiction
14.5 Exceptions to Dispute Resolution
The dispute resolution procedures shall not apply to:
Requests for emergency injunctive relief to prevent irreparable harm
Claims for payment of undisputed amounts
Disputes regarding the return of Confidential Information
Collection actions for amounts due and owing under this Agreement
14.6 Continued Performance
Except in cases of termination or suspension of work, the parties agree to continue performing their respective obligations under this Agreement during the pendency of any dispute resolution proceedings, without prejudice to their rights in such proceedings.
14.7 Attorneys’ Fees
In any dispute resolution proceeding or court action, the prevailing party shall be entitled to recover its reasonable attorneys’ fees, costs, and expenses from the non-prevailing party.
15. FORCE MAJEURE
15.1 Force Majeure Events
Neither party shall be liable for any failure or delay in performance under this Agreement that is due to events beyond such party’s reasonable control, including but not limited to:
Acts of God, including earthquakes, floods, storms, fires, and other natural disasters
War, terrorism, civil unrest, or government actions
Labor strikes, lockouts, or other labor disputes
Epidemic, pandemic, or public health emergencies
Failure of public utilities or communication systems
Material shortages or supply chain disruptions beyond the affected party’s control
Government-imposed restrictions, regulations, or permit delays
15.2 Notice and Mitigation Requirements
A party claiming force majeure must:
Provide written notice to the other party within ten (10) days of becoming aware of the force majeure event
Describe the nature of the event and its expected impact on performance
Use reasonable efforts to mitigate the effects of the force majeure event
Provide regular updates on the status of the event and efforts to resume performance
Resume performance as soon as reasonably practicable after the event ceases
15.3 Effect of Force Majeure
During the continuation of a force majeure event:
The affected party’s performance obligations shall be suspended to the extent prevented by the event
Contract deadlines shall be extended for a period equal to the duration of the delay
Neither party shall be liable for damages resulting from the delay
Both parties shall use reasonable efforts to minimize the impact of the event
15.4 Termination Due to Extended Force Majeure
If a force majeure event continues for more than ninety (90) consecutive days, either party may terminate this Agreement upon thirty (30) days written notice to the other party. In such event:
Client shall pay for all work satisfactorily completed prior to termination
Neither party shall be liable for damages resulting from such termination
The parties shall cooperate in an orderly wind-down of the project
15.5 Allocation of Risk
Force majeure events shall not excuse payment obligations for work completed prior to the event or relieve either party from obligations that are not prevented by the force majeure event.
16. GENERAL CONTRACT PROVISIONS
16.1 Entire Agreement and Modifications
This Agreement constitutes the entire agreement between the parties and supersedes all prior negotiations, representations, or agreements relating to the subject matter hereof. This Agreement may only be modified by a written instrument signed by both parties. No oral modifications or amendments shall be valid or enforceable.
16.2 Governing Law and Jurisdiction
This Agreement shall be governed by and construed in accordance with the laws of the State of Kansas, without regard to conflict of law principles. The parties consent to the exclusive jurisdiction of the state and federal courts located in Kansas for any legal proceedings not subject to the dispute resolution provisions herein.
16.3 Statute of Limitations
Any action arising out of or relating to this Agreement must be commenced within five (5) years of the date the cause of action accrues, in accordance with K.S.A. 60-511(1) governing written contracts.
16.4 Severability and Reformation
If any provision of this Agreement, or any portion thereof, is held to be invalid, illegal, void, or unenforceable by any court or tribunal of competent jurisdiction, the remainder of this Agreement shall remain in full force and effect to the maximum extent permitted by law. The parties agree that any such invalid, illegal, void, or unenforceable provision shall be modified and limited in its effect to the extent necessary to cause it to be enforceable, or if such modification is not possible, shall be deemed severed from this Agreement. In such event, the parties shall negotiate in good faith to replace any invalid, illegal, void, or unenforceable provision with a valid, legal, and enforceable provision that corresponds as closely as possible to the parties’ original intent and economic expectations. The invalidity or unenforceability of any provision in one jurisdiction shall not affect the validity or enforceability of such provision in any other jurisdiction.
16.5 Assignment and Delegation
Neither party may assign this Agreement or delegate its obligations hereunder without the prior written consent of the other party, which consent shall not be unreasonably withheld. Any attempted assignment or delegation without such consent shall be void and of no effect. Notwithstanding the foregoing, either party may assign this Agreement to an affiliate or in connection with a merger, acquisition, or sale of all or substantially all of its assets, provided that the assignee assumes all obligations under this Agreement.
16.6 Third-Party Beneficiaries
This Agreement is intended solely for the benefit of the parties hereto and their permitted successors and assigns. No third party shall have any rights under this Agreement or be entitled to enforce any provision hereof.
16.7 Notices
All notices, requests, demands, and other communications required or permitted under this Agreement shall be in writing and shall be deemed to have been duly given when:
Delivered personally to the recipient
Sent by certified or registered mail, return receipt requested, postage prepaid
Sent by recognized overnight courier service with tracking capability
Sent by email with confirmation of receipt (for non-critical communications only)
Notices shall be addressed as follows:
To Service Provider:
DC Electrical HVAC Plumbing Inc.
Attention: [TO BE COMPLETED]
Address: 1856 E. 600th Rd, Lecompton, Kansas 66050
Email: [TO BE COMPLETED]
To Client:
[TO BE COMPLETED]
Attention: [TO BE COMPLETED]
Address: [TO BE COMPLETED]
Email: [TO BE COMPLETED]
16.8 Waiver
No waiver of any provision of this Agreement or any breach thereof shall be effective unless in writing and signed by the party against whom such waiver is sought to be enforced. No waiver of any provision or breach shall constitute a waiver of any other provision or breach. The failure of either party to enforce any provision of this Agreement shall not constitute a waiver of such provision or the right to enforce it.
16.9 Counterparts and Electronic Signatures
This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Electronic signatures and facsimile signatures shall be deemed to have the same legal effect as original signatures.
16.10 Headings and Construction
The headings in this Agreement are for convenience only and shall not affect the interpretation of any provision. This Agreement shall be construed as if drafted jointly by both parties, and no ambiguity shall be resolved against either party based on authorship. The parties’ intent shall be determined from the language of the contract itself, consistent with principles established in Kansas contract interpretation law.
16.11 Time Periods
All time periods specified in this Agreement shall be calculated in calendar days unless otherwise specified. If any deadline falls on a weekend or legal holiday, the deadline shall be extended to the next business day.
16.12 Relationship of Parties
Service Provider is an independent contractor and not an employee, agent, partner, or joint venturer of Client. Service Provider shall have no authority to bind Client or make commitments on Client’s behalf. Service Provider shall be solely responsible for all taxes, insurance, and benefits relating to its personnel.
17. SIGNATURE BLOCK
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.
SERVICE PROVIDER:
DC ELECTRICAL HVAC PLUMBING INC.
By: _________________________________
Name: [TO BE COMPLETED]
Title: [TO BE COMPLETED]
Date: _______________________________
CLIENT:
[TO BE COMPLETED]
By: _________________________________
Name: [TO BE COMPLETED]
Title: [TO BE COMPLETED]
Date: _______________________________
ACKNOWLEDGMENT
State of Kansas
County of Douglas
On this _____ day of __________, [YEAR], before me personally appeared _________________, who proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and acknowledged to me that he/she executed the same in his/her authorized capacity, and that by his/her signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of Kansas that the foregoing paragraph is true and correct.
WITNESS my hand and official seal.
Notary Public
[NOTARY SEAL]
State of Kansas
County of _____________
On this _____ day of __________, [YEAR], before me personally appeared _________________, who proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and acknowledged to me that he/she executed the same in his/her authorized capacity, and that by his/her signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of Kansas that the foregoing paragraph is true and correct.
WITNESS my hand and official seal.
Notary Public
[NOTARY SEAL]