Construction Contract - New York

CONSTRUCTION CONTRACT — NEW YORK

NEW YORK CONSTRUCTION SERVICES AGREEMENT

THIS CONSTRUCTION CONTRACT ("Agreement") is entered into as of [__/__/____] ("Effective Date") by and between:

OWNER:
| Field | Details |
|-------|---------|
| Name | [________________________________] |
| Entity Type | ☐ Individual ☐ Corporation ☐ LLC ☐ Partnership ☐ Trust ☐ Other: [________] |
| Address | [________________________________] |
| City, State, ZIP | [________________________________] |
| Telephone | [________________________________] |
| Email | [________________________________] |
| Federal Tax ID / SSN | [________________________________] |

(hereinafter referred to as "Owner")

AND

CONTRACTOR:
| Field | Details |
|-------|---------|
| Name | [________________________________] |
| Entity Type | ☐ Individual ☐ Corporation ☐ LLC ☐ Partnership ☐ Other: [________] |
| Address | [________________________________] |
| City, State, ZIP | [________________________________] |
| Telephone | [________________________________] |
| Email | [________________________________] |
| Federal Tax ID | [________________________________] |
| NY Home Improvement License No. | [________________________________] |
| NYC DOB License/Registration No. | [________________________________] |
| Workers' Comp. Policy No. | [________________________________] |
| Disability Benefits Policy No. | [________________________________] |

(hereinafter referred to as "Contractor")

Owner and Contractor are each a "Party" and collectively the "Parties."

RECITALS

WHEREAS, Owner is the ☐ fee owner ☐ lessee ☐ contract purchaser of the real property located at [________________________________], [________________________________], New York [________] (the "Property"), further identified as Block [________], Lot [________] on the New York City Tax Map (or County Tax Map Parcel No. [________________________________]);

WHEREAS, Owner desires to engage Contractor to perform certain construction work at the Property more particularly described herein (the "Work"); and

WHEREAS, Contractor represents that it is duly licensed, insured, and qualified to perform the Work in accordance with all applicable federal, state, and local laws, including but not limited to the New York State Labor Law, the New York Lien Law, the New York General Business Law, the New York City Building Code, and all applicable NYC Local Laws.

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

ARTICLE 1: SCOPE OF WORK

1.1 General Description of Work

Contractor shall furnish all labor, materials, equipment, tools, transportation, supervision, and all other services and items necessary to complete the following work (the "Work"):

[________________________________]
[________________________________]
[________________________________]
[________________________________]

1.2 Contract Documents

The "Contract Documents" consist of the following, which are incorporated herein by reference and listed in order of precedence in the event of conflict:

1. This Agreement (including all exhibits and schedules)
2. Change Orders executed in accordance with Article 8
3. The Drawings and Specifications prepared by [________________________________] ("Architect/Engineer"), dated [__/__/____], consisting of [________________________________]
4. The Project Manual / Specifications dated [__/__/____]
5. Addenda Nos. [________________________________]
6. ☐ General Conditions (AIA A201 or other: [________________________________])
7. ☐ Supplementary Conditions
8. ☐ Other: [________________________________]

1.3 Exclusions from Work

The following items are expressly excluded from the Work and are not included in the Contract Sum:

[________________________________]
[________________________________]
[________________________________]

1.4 Permits and Approvals

☐ Contractor Responsibility. Contractor shall obtain all building permits, DOB filings, and governmental approvals required for the Work, at Contractor's expense, unless otherwise specified. All NYC Department of Buildings (DOB) filings shall be made by or under the supervision of a New York State licensed Professional Engineer (P.E.) or Registered Architect (R.A.) retained by ☐ Contractor ☐ Owner.

☐ Owner Responsibility. Owner shall obtain the following permits and approvals at Owner's expense: [________________________________].

1.5 NYC-Specific Regulatory Requirements

Contractor acknowledges and shall comply with the following NYC-specific requirements, as applicable:

☐ NYC Local Law 11 (FISP). If the Work involves facade repair, restoration, or inspection of a building greater than six (6) stories, Contractor shall comply with all requirements of Local Law 11 of 1998 (as amended), including filing of Facade Inspection and Safety Program (FISP) reports with the NYC DOB.

☐ NYC Local Law 97 (Building Emissions). If the Work affects the building's energy systems, Contractor shall perform the Work in a manner that supports the Owner's compliance with Local Law 97 of 2019, including greenhouse gas emission limits applicable to buildings over 25,000 square feet. Contractor shall provide documentation of energy efficiency measures incorporated into the Work.

☐ NYC Local Law 152 (Gas Piping). If the Work involves gas piping, Contractor shall ensure that all gas piping work is performed by or under the supervision of a Licensed Master Plumber (LMP) and that required gas piping inspections are certified and filed with the NYC DOB.

☐ NYC DOB After-Hours Variance (AHV). If Work will be performed outside of regular DOB-permitted hours (weekdays 7:00 AM to 6:00 PM), Contractor shall obtain all required After-Hours Variances.

☐ NYC Site Safety Requirements. For buildings exceeding [____] stories or [________] square feet, Contractor shall comply with NYC Site Safety Manager/Site Safety Coordinator requirements under NYC Building Code Chapter 33.

ARTICLE 2: CONTRACT SUM AND PAYMENT

2.1 Contract Sum

Owner shall pay Contractor for the performance of the Work the sum of:

$[________________________________] (the "Contract Sum")

☐ Lump Sum / Stipulated Sum. The Contract Sum is a firm, fixed price.

☐ Cost Plus Fee. The Contract Sum consists of the Cost of the Work plus a fee of:
☐ [____]% of the Cost of the Work
☐ A fixed fee of $[________________________________]
Guaranteed Maximum Price (GMP): $[________________________________]

☐ Unit Prices. The Contract Sum shall be calculated based on the unit prices set forth in Exhibit [____].

☐ Time and Materials. Not to exceed $[________________________________] without prior written approval of Owner.

2.2 Schedule of Values

Prior to the first Application for Payment, Contractor shall submit a detailed Schedule of Values allocating the Contract Sum among the various portions of the Work. The Schedule of Values shall be in a form satisfactory to the Owner and, if applicable, the Architect/Engineer, and shall be used as the basis for reviewing Applications for Payment.

2.3 Progress Payments

a. Contractor shall submit monthly Applications for Payment on or before the [____] day of each month, using AIA Document G702/G703 (Application and Certificate for Payment) or equivalent form approved by Owner.

b. Each Application for Payment shall be supported by: (i) the current Schedule of Values showing work completed; (ii) lien waivers from Contractor and all subcontractors and material suppliers for the prior payment period (conditional lien waivers for the current period; unconditional lien waivers for all prior periods); and (iii) such other documentation as Owner may reasonably require.

c. Owner shall pay the approved amount within [____] days after receipt of a complete and proper Application for Payment and all required supporting documentation.

2.4 Retainage

a. Owner shall retain [____]% of each progress payment as retainage ("Retainage").

b. Upon Substantial Completion, Owner may reduce Retainage to [____]%, provided Contractor has submitted all required closeout documents and there are no material outstanding punch list items.

c. Final Retainage shall be released within [____] days after Final Completion, subject to receipt of: (i) final unconditional lien waivers from Contractor and all subcontractors; (ii) all required warranties and guarantees; (iii) as-built drawings; (iv) all operation and maintenance manuals; (v) the certificate of occupancy (or temporary certificate of occupancy, if applicable); and (vi) proof of satisfaction or discharge of all mechanics' liens.

2.5 NY Lien Law Trust Fund Compliance (Lien Law Article 3-A)

a. Trust Fund Acknowledgment. Contractor acknowledges that all funds received from Owner for the Work constitute trust funds within the meaning of NY Lien Law Article 3-A (sections 70-79-a). Contractor, as trustee, shall apply such trust funds first to the payment of claims of subcontractors, laborers, materialmen, and other trust beneficiaries before using any portion of such funds for any other purpose.

b. Prohibition on Diversion. Contractor shall not divert, misapply, or use trust funds for any purpose other than the payment of trust claims as defined in Lien Law section 71. Diversion of trust funds is a criminal offense under NY Lien Law section 79-a and may constitute larceny under the NY Penal Law.

c. Record-Keeping. Contractor shall maintain accurate books and records of all trust fund receipts and disbursements as required by Lien Law section 75, including: (i) the amount and source of all funds received; (ii) the name, address, and amount paid to each trust beneficiary; (iii) the purpose of each disbursement; and (iv) the balance of trust funds on hand.

d. Right to Audit. Owner shall have the right, upon reasonable notice, to inspect and audit Contractor's books and records relating to trust fund receipts and disbursements.

e. Subordination Prohibited. No agreement by a subcontractor, laborer, or materialman to subordinate their right to payment of trust funds shall be enforceable. Lien Law section 72-e.

2.6 Prompt Payment

Contractor shall pay each subcontractor and material supplier within [____] days after receiving payment from Owner for work performed by such subcontractor or materials furnished by such supplier. If Contractor fails to make timely payments to subcontractors, Owner may, at its option, issue joint checks or make direct payments to subcontractors and deduct such amounts from the Contract Sum.

ARTICLE 3: TIME OF PERFORMANCE

3.1 Commencement Date

Contractor shall commence the Work on [__/__/____] or within [____] calendar days after:
☐ Issuance of the Notice to Proceed
☐ Issuance of the building permit by the NYC DOB (or applicable municipal authority)
☐ Other: [________________________________]

3.2 Substantial Completion

Contractor shall achieve Substantial Completion of the Work on or before [__/__/____] ("Scheduled Substantial Completion Date"). "Substantial Completion" means the stage in the progress of the Work when the Work (or a designated portion thereof) is sufficiently complete in accordance with the Contract Documents so that Owner can occupy or utilize the Work for its intended use, even though minor punch-list items remain to be completed.

3.3 Final Completion

Contractor shall achieve Final Completion within [____] calendar days after Substantial Completion. "Final Completion" means the completion of all Work in accordance with the Contract Documents, including all punch-list items, delivery of all closeout documents, and receipt of all required governmental approvals, including the certificate of occupancy.

3.4 Liquidated Damages

If Contractor fails to achieve Substantial Completion by the Scheduled Substantial Completion Date (as may be extended by approved Change Orders or excusable delays), Contractor shall pay Owner liquidated damages in the amount of $[________________________________] per calendar day for each day of delay. The Parties agree that this amount represents a reasonable pre-estimate of Owner's actual damages, which would be difficult to ascertain precisely.

3.5 Excusable Delays

The time for Substantial Completion shall be extended for delays caused by: (a) acts of God, fire, flood, earthquake, epidemic, or other natural disaster; (b) war, terrorism, or civil disturbance; (c) labor strikes or lockouts not caused by Contractor; (d) acts of governmental authorities, including permit delays beyond Contractor's control; (e) unusual and severe weather conditions not reasonably anticipatable; (f) concealed or unknown conditions materially different from those indicated in the Contract Documents; or (g) Owner-caused delays, including late decisions, changes in the Work, or failure to provide access. Contractor must provide written notice of a claimed excusable delay within [____] calendar days of its commencement.

3.6 Construction Schedule

Within [____] days after execution of this Agreement, Contractor shall submit a detailed construction schedule (CPM or equivalent) showing the planned sequence, duration, and critical path for all major Work activities. Contractor shall update the schedule monthly and promptly notify Owner of any anticipated delays.

ARTICLE 4: NY LABOR LAW COMPLIANCE

4.1 Labor Law Section 200 (General Duty of Care)

Contractor shall exercise reasonable care in performing the Work and shall maintain a safe place to work for all persons employed at or visiting the project site, consistent with NY Labor Law section 200.

4.2 Labor Law Section 240 (Scaffold Law)

a. Contractor acknowledges that NY Labor Law section 240(1) imposes absolute (strict) liability on owners and general contractors for gravity-related injuries to workers engaged in the erection, demolition, repairing, altering, painting, cleaning, or pointing of a building or structure. This liability applies regardless of the worker's own negligence (comparative negligence is not a defense).

b. Contractor shall furnish, erect, and maintain all scaffolding, hoists, stays, ladders, slings, hangers, blocks, pulleys, braces, irons, ropes, safety nets, guardrails, and other safety devices as required by Labor Law section 240(1) and the applicable provisions of the Industrial Code (12 NYCRR Part 23).

c. Contractor shall indemnify and hold harmless Owner from all claims, damages, losses, and expenses (including reasonable attorney fees) arising from Contractor's failure to comply with Labor Law section 240, to the fullest extent permitted by NY General Obligations Law section 5-322.1.

4.3 Labor Law Section 241(6)

Contractor shall comply with all specific safety requirements of the Industrial Code (12 NYCRR Part 23) applicable to the Work, including but not limited to requirements for excavation, demolition, scaffolding, hoisting, trenching, fireproofing, and the use of construction equipment.

4.4 Workers' Compensation and Disability Insurance

a. Contractor shall maintain, and shall require each subcontractor to maintain, Workers' Compensation Insurance and Disability Benefits Insurance covering all employees as required by NY Workers' Compensation Law sections 56 and 57.

b. Contractor shall provide Owner with proof of workers' compensation and disability benefits coverage (Form C-105.2 or U-26.3, as applicable) before commencing the Work. No Work shall commence without such proof.

c. If Contractor fails to maintain required coverage, Owner may suspend the Work and/or terminate this Agreement.

4.5 Prevailing Wage (Public Projects)

☐ Applicable. This Project is a public work project subject to NY Labor Law Article 8 prevailing wage requirements. Contractor shall pay all workers the prevailing rate of wages and supplements as established by the NYS Department of Labor. Contractor shall submit certified payroll reports to [________________________________] on a [☐ weekly ☐ bi-weekly] basis.

☐ Not Applicable. This Project is a private work project. Prevailing wage requirements do not apply unless otherwise required by applicable law, regulation, or contractual obligation.

ARTICLE 5: INSURANCE

5.1 Contractor's Required Insurance

Contractor shall procure and maintain, at its sole cost and expense, the following insurance with carriers admitted to do business in New York State and rated A- VII or better by A.M. Best:

5.2 Additional Insured and Endorsements

a. Owner, and any other parties identified by Owner, shall be named as Additional Insured on Contractor's CGL and Umbrella/Excess policies using ISO CG 20 10 (Ongoing Operations) and CG 20 37 (Completed Operations) endorsement forms, or their equivalents.

b. All policies shall include: (i) a waiver of subrogation in favor of Owner; (ii) primary and non-contributory language; and (iii) a provision requiring 30 days' advance written notice to Owner of cancellation or material change in coverage.

5.3 NY Labor Law Considerations for Insurance

Due to the absolute liability imposed by NY Labor Law sections 240 and 241, Contractor's insurance program must be sufficient to protect both Contractor and Owner from gravity-related and construction-safety claims. Owner is encouraged to maintain its own Owner's Protective Liability (OPL) policy and to require that Contractor's Additional Insured coverage be endorsed without limitation as to the amount of the Contractor's policy limits.

5.4 Certificates of Insurance

Contractor shall deliver certificates of insurance (Acord 25 and 28, as applicable) to Owner prior to commencement of Work and annually thereafter. Certificates must reference this Agreement and the project address.

ARTICLE 6: INDEMNIFICATION

6.1 Contractor's Indemnification

To the fullest extent permitted by law, including but not limited to NY General Obligations Law section 5-322.1, Contractor shall indemnify, defend, and hold harmless Owner, Owner's agents, and Owner's other contractors from and against all claims, damages, losses, costs, and expenses (including reasonable attorney fees) arising out of or resulting from the performance of the Work, provided that such claim, damage, loss, cost, or expense is attributable to bodily injury, sickness, disease, or death, or to injury to or destruction of tangible property (other than the Work itself), but only to the extent caused in whole or in part by the negligent acts or omissions of Contractor, a subcontractor, or anyone directly or indirectly employed by them.

6.2 Anti-Indemnification Statute

The Parties acknowledge that NY General Obligations Law section 5-322.1 voids and renders unenforceable any provision in a construction contract that purports to indemnify or hold harmless the promisee (Owner) against liability for damage arising out of bodily injury caused by or resulting from the sole negligence of the promisee (Owner) or its agents. Accordingly, the indemnification in Section 6.1 shall not apply to damages caused by the sole negligence of Owner.

ARTICLE 7: MECHANICS' LIENS (LIEN LAW ARTICLE 2)

7.1 Lien-Free Work

Contractor shall keep the Property free and clear of all mechanics' liens, materialmen's liens, and other claims or encumbrances arising from the Work. If any lien is filed, Contractor shall cause it to be discharged, bonded, or removed within [____] calendar days after notice from Owner.

7.2 Lien Waivers

Contractor shall provide, and shall cause all subcontractors and material suppliers to provide, lien waivers with each Application for Payment as follows:

☐ Conditional lien waivers for the current payment period
☐ Unconditional lien waivers for all prior payment periods

7.3 Mechanics' Lien Filing Requirements

The Parties acknowledge the following under NY Lien Law:

a. A contractor may file a mechanics' lien within eight (8) months after completion of the contract or final performance of the work (Lien Law section 10).

b. A subcontractor may file a mechanics' lien within eight (8) months after final performance of the work, provided the general contractor's time to file has not expired (Lien Law section 10).

c. For improvements to single-family dwellings, the lien must be filed within four (4) months after completion (Lien Law section 10).

d. A lien expires one (1) year after filing unless extended by court order or by commencing an action to foreclose the lien (Lien Law section 17).

7.4 Owner's Remedies for Liens

If a lien is filed and Contractor fails to discharge, bond, or remove the lien within the cure period, Owner may: (a) withhold from payments to Contractor an amount equal to the lien claim plus estimated attorney fees; (b) pay the lien claim directly and deduct the amount from the Contract Sum; (c) require Contractor to furnish a surety bond discharging the lien; or (d) terminate this Agreement for cause.

ARTICLE 8: CHANGES IN THE WORK

8.1 Change Order Requirements

No change in the Work shall be valid or binding on either Party unless evidenced by a written Change Order signed by both Owner and Contractor. Change Orders shall include: (a) a description of the changed Work; (b) the adjustment to the Contract Sum (if any); (c) the adjustment to the Contract Time (if any); and (d) the basis for pricing (lump sum, unit prices, time and materials, or cost-plus).

8.2 Pricing of Changes

8.3 Contractor's Obligation to Proceed

Contractor shall proceed with changed Work promptly upon receipt of a written Change Order or written directive from Owner, even if the adjustment to the Contract Sum or Contract Time has not yet been agreed upon. Contractor shall maintain detailed records of the cost of disputed change work.

8.4 Minor Changes

The Architect/Engineer may authorize minor changes in the Work that do not involve an adjustment to the Contract Sum or Contract Time and that are consistent with the intent of the Contract Documents, by issuing written field orders.

ARTICLE 9: SUBCONTRACTORS

9.1 Subcontractor Approval

Contractor shall not subcontract any portion of the Work without Owner's prior written consent, which shall not be unreasonably withheld. Contractor shall submit a list of proposed subcontractors for Owner's review and approval prior to commencing the applicable portion of the Work.

9.2 Subcontractor Requirements

All subcontractors shall: (a) be licensed and qualified to perform their respective portions of the Work under applicable New York law; (b) carry insurance as required by this Agreement; (c) comply with all applicable provisions of the NY Labor Law and Lien Law; and (d) be bound by the terms of this Agreement to the extent applicable.

9.3 Home Improvement License (GBL Article 36-A)

If the Work constitutes a "home improvement" as defined in NY General Business Law section 770, Contractor and all subcontractors performing home improvement work shall hold a valid home improvement contractor license issued by the applicable county or municipality (NYC, Nassau, Suffolk, Westchester, Putnam, or Rockland County). Contractor shall provide proof of licensure to Owner upon request. Performing home improvement work without a license is a Class A misdemeanor.

9.4 No Privity with Subcontractors

Nothing in this Agreement shall create any contractual relationship between Owner and any subcontractor. Contractor shall be solely responsible for the performance of all subcontractors.

ARTICLE 10: WARRANTIES AND GUARANTEES

10.1 Contractor's General Warranty

Contractor warrants that: (a) the Work will be performed in a good and workmanlike manner and in accordance with the Contract Documents and all applicable codes and standards; (b) all materials and equipment furnished will be new (unless otherwise specified) and of good quality; and (c) the Work will be free from defects in materials and workmanship for a period of [____] year(s) from the date of Substantial Completion (the "Warranty Period").

10.2 Correction of Work

During the Warranty Period, Contractor shall promptly correct, at its sole cost and expense, any Work found to be defective or not in conformance with the Contract Documents. If Contractor fails to correct defective Work within [____] days after written notice from Owner, Owner may cause the correction to be made and charge the cost to Contractor.

10.3 Manufacturer Warranties

Contractor shall assign to Owner all manufacturer warranties for materials and equipment incorporated into the Work. Contractor shall provide Owner with copies of all manufacturer warranties at Final Completion.

10.4 Survival

The warranties contained in this Article shall survive Final Completion and final payment.

ARTICLE 11: DISPUTE RESOLUTION

11.1 Negotiation

The Parties shall attempt in good faith to resolve any dispute arising under this Agreement through direct negotiation between their authorized representatives for a period of [____] days.

11.2 Mediation

If negotiation is unsuccessful, the Parties shall submit the dispute to mediation administered by ☐ the American Arbitration Association (AAA) ☐ JAMS ☐ Other: [________________________________], in accordance with its construction mediation rules, before commencing litigation or arbitration.

11.3 Dispute Resolution Method

☐ Arbitration. If mediation is unsuccessful, disputes shall be resolved by binding arbitration administered by ☐ AAA ☐ JAMS ☐ Other: [________________________________], in accordance with the Construction Industry Arbitration Rules. The arbitration shall take place in [________________________________], New York. Judgment on the arbitration award may be entered in any court of competent jurisdiction.

☐ Litigation. If mediation is unsuccessful, disputes shall be resolved by litigation in the courts of the State of New York, [________________________________] County, or in the United States District Court for the [________________________________] District of New York. The Parties consent to personal jurisdiction and venue in such courts.

11.4 Continuation of Work

Pending resolution of any dispute, Contractor shall continue to perform the Work in accordance with the Contract Documents, and Owner shall continue to make undisputed payments to Contractor.

ARTICLE 12: TERMINATION

12.1 Termination for Cause by Owner

Owner may terminate this Agreement for cause if Contractor: (a) fails to prosecute the Work with reasonable diligence; (b) abandons the Work; (c) fails to comply with any material provision of this Agreement; (d) fails to maintain required insurance or licenses; (e) becomes insolvent or files for bankruptcy; or (f) diverts trust funds in violation of Lien Law Article 3-A. Owner shall give Contractor [____] days' written notice and an opportunity to cure before terminating for cause.

12.2 Termination for Convenience by Owner

Owner may terminate this Agreement for convenience at any time by giving [____] days' written notice to Contractor. Upon termination for convenience, Owner shall pay Contractor for: (a) Work properly completed through the date of termination; (b) costs reasonably incurred by Contractor in connection with the termination, including demobilization costs and subcontractor termination costs; and (c) a reasonable profit on the Work completed, but not on the Work not performed.

12.3 Termination by Contractor

Contractor may terminate this Agreement if: (a) Owner fails to make undisputed payments within [____] days after they are due; (b) the Work is stopped for [____] consecutive days through no fault of Contractor due to an order of a governmental authority, or due to Owner's failure to provide access or necessary information; or (c) Owner repeatedly fails to perform its material obligations. Contractor shall give Owner [____] days' written notice and an opportunity to cure.

ARTICLE 13: SAFETY AND SITE CONDITIONS

13.1 Safety Program

Contractor shall develop and implement a comprehensive safety program compliant with OSHA (29 CFR Part 1926), the NY Industrial Code (12 NYCRR Part 23), and all applicable NYC DOB requirements. The safety program shall be submitted to Owner for review prior to commencement of Work.

13.2 Site Safety Manager / Coordinator

☐ Required. For projects requiring a Site Safety Manager or Site Safety Coordinator under the NYC Building Code (Chapter 33), Contractor shall designate and maintain on-site a qualified individual holding a current NYC DOB Site Safety Manager or Site Safety Coordinator certification.

☐ Not Required.

13.3 Hazardous Materials

If Contractor encounters materials reasonably believed to be hazardous (including asbestos, lead, PCBs, mold, or petroleum products) that have not been identified in the Contract Documents, Contractor shall immediately stop Work in the affected area, secure the area, and notify Owner in writing. Work shall not resume in the affected area until the hazardous materials have been assessed and, if necessary, abated by a qualified and licensed abatement contractor, at Owner's expense (unless caused by Contractor).

ARTICLE 14: OWNER'S RESPONSIBILITIES

14.1 Property Access

Owner shall provide Contractor with timely access to the Property for the performance of the Work.

14.2 Information and Decisions

Owner shall furnish required information and render decisions in a timely manner so as not to delay the Work.

14.3 Existing Conditions

Owner shall disclose to Contractor all known hazardous materials, subsurface conditions, and other concealed conditions at the Property that may affect the Work.

14.4 Payments

Owner shall make payments to Contractor in accordance with Article 2.

ARTICLE 15: GENERAL PROVISIONS

15.1 Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to conflict-of-laws principles.

15.2 Entire Agreement

This Agreement, together with the Contract Documents, constitutes the entire agreement between the Parties and supersedes all prior negotiations, representations, and agreements, whether written or oral.

15.3 Amendments

No amendment to this Agreement shall be effective unless in writing and signed by both Parties.

15.4 Assignment

Neither Party may assign this Agreement without the prior written consent of the other Party, except that Owner may assign this Agreement to a lender or successor in interest to the Property.

15.5 Notices

All notices shall be in writing and shall be deemed given when (a) delivered personally, (b) sent by certified mail, return receipt requested, or (c) sent by nationally recognized overnight courier to the addresses set forth above or to such other address as a Party may designate in writing.

15.6 Severability

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall continue in full force and effect.

15.7 Waiver

No waiver of any provision of this Agreement shall be effective unless in writing. No failure to exercise or delay in exercising any right shall constitute a waiver of that right.

15.8 Survival

The provisions of this Agreement relating to indemnification, warranties, insurance, dispute resolution, trust fund obligations, and any other obligations that by their nature should survive, shall survive termination or expiration of this Agreement.

15.9 Counterparts and Electronic Signatures

This Agreement may be executed in counterparts, each of which shall be deemed an original. Electronic signatures shall be deemed original signatures for all purposes.

ARTICLE 16: HOME IMPROVEMENT CONTRACT NOTICE (GBL ARTICLE 36-A)

If the Work constitutes a "home improvement" under NY GBL section 770, the following provisions apply:

16.1 Three-Day Right of Cancellation

Owner has the right to cancel this Agreement within three (3) business days after signing. To cancel, Owner must send written notice to Contractor at the address set forth above by midnight of the third business day after signing.

16.2 Required Contract Provisions (GBL section 771)

This Agreement includes: (a) the names and addresses of both parties; (b) a description of the Work to be performed and the materials to be used; (c) the agreed-upon start and completion dates; (d) the total price, including finance charges; (e) the contractor's home improvement license number; and (f) a notice of the owner's right to cancel.

16.3 Payment Limitations

No payment shall exceed the value of the work performed and materials delivered to the Property as of the date of such payment. The final payment shall not be due until the Work is substantially complete.

16.4 Prohibited Practices

Contractor shall not: (a) make any false or misleading statement about the Work; (b) abandon or fail to perform the Work without justification; (c) deviate materially from plans and specifications without written consent; or (d) make any false statement in applying for a home improvement license.

EXHIBITS AND SCHEDULES

The following exhibits and schedules are attached hereto and incorporated by reference:

☐ Exhibit A: Scope of Work / Plans and Specifications
☐ Exhibit B: Schedule of Values
☐ Exhibit C: Construction Schedule
☐ Exhibit D: Insurance Requirements
☐ Exhibit E: List of Approved Subcontractors
☐ Exhibit F: Lien Waiver Forms
☐ Exhibit G: Prevailing Wage Schedule (if applicable)
☐ Exhibit H: [________________________________]

SIGNATURES

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date first written above.

OWNER:

________________________________________
Name: [________________________________]
Title: [________________________________]
Date: [__/__/____]

STATE OF NEW YORK        )
                         ) ss.
COUNTY OF [____________] )

On [__/__/____], before me, the undersigned notary public, personally appeared
[________________________________], known to me (or 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/they executed the same
in his/her/their authorized capacity, and that by his/her/their signature on
the instrument, the person, or the entity upon behalf of which the person
acted, executed the instrument.

________________________________________
Notary Public
My Commission Expires: [__/__/____]


CONTRACTOR:

________________________________________
Name: [________________________________]
Title: [________________________________]
Date: [__/__/____]

STATE OF NEW YORK        )
                         ) ss.
COUNTY OF [____________] )

On [__/__/____], before me, the undersigned notary public, personally appeared
[________________________________], known to me (or 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/they executed the same
in his/her/their authorized capacity, and that by his/her/their signature on
the instrument, the person, or the entity upon behalf of which the person
acted, executed the instrument.

________________________________________
Notary Public
My Commission Expires: [__/__/____]

SOURCES AND REFERENCES

• NY Lien Law, Article 2 (Liens on Real Property): https://www.nysenate.gov/legislation/laws/LIE/A2
• NY Lien Law, Article 3-A (Trust Fund Provisions, sections 70-79-a): https://www.nysenate.gov/legislation/laws/LIE/A3-A
• NY General Business Law, Article 36-A (Home Improvement Contracts): https://www.nysenate.gov/legislation/laws/GBS/A36-A
• NY Labor Law sections 200, 240, 241: https://www.nysenate.gov/legislation/laws/LAB/240
• NY General Obligations Law section 5-322.1 (Anti-Indemnification Statute): https://www.nysenate.gov/legislation/laws/GOB/5-322.1
• NYC DOB Local Law 11 (FISP): https://www.nyc.gov/site/buildings/safety/facade-inspection-safety-program-fisp.page
• NYC Local Law 97 (Building Emissions): https://www.nyc.gov/site/buildings/codes/ll97-greenhouse-gas-emissions-reductions.page
• NYC Local Law 152 (Gas Piping): https://www.nyc.gov/site/buildings/safety/gas-piping-periodic-inspection.page
• NY Home Improvement Contractor License: https://ag.ny.gov/home-improvement-fact-sheet