1. DESCRIPTION OF SERVICES. Black Sheep Construction will provide to Recipient the services described hereinabove
which is hereby incorporated by reference (collectively, the “Services”). For the project address shown above.
2. PAYMENT. Payment shall be made to Black Sheep Construction in the amount shown in the “total” section of this
document as follows:
a) A deposit of the total amount shall be due before starting any Services as a hold deposit. Deposit amount will be
determined based on the job in question.
b) Payment for materials shall be made by client when ordered by the contractor and an invoice prepared by the
contractor for said materials is presented to the client.
c) A schedule of values / payment schedule will be prepared for the job after the signed agreement is received from the
client and an initial deposit is made.
d) Final holdback (5%) remaining balance shall be due upon completion of the Services.
e) As provided for in the above Estimate, Recipient bears the costs of any materials, unless otherwise stated, used during
the completion of the Services.
**If any invoice is not paid within 30 days, interest will be added to and payable on all overdue amounts at a five (5)
percent annual interest rate, or the maximum percentage allowed under applicable North Carolina laws, whichever is
less.
**If any invoice is not paid within one week of invoice date; a possible work stoppage could occur until invoice is paid.
**Recipient shall pay all cost of collection, including without limitation, reasonable attorney fees. In addition to any
other right or remedy provided by law, if Recipient fails to pay for the Services when due, Black Sheep Construction has
the option to treat such a failure to pay as a material breach of this Contract, and may cancel this Contract and/or seek
legal remedies.
3. TIME FOR PERFORMANCE. Black Sheep Construction shall commence work under this Contract on a future date
agreed to upon signing of this Contract. Black Sheep Construction shall be deemed to have substantially commenced
work when Black Sheep Construction moves equipment or materials onto the jobsite. Allowance in approximate
commencement and completion dates shall be made for any delays attributable to circumstances beyond Black Sheep
Construction’s control.
4. LICENSE AND QUALIFICATION REPRESENTATION. The contractor represents and warrants that it is working
with/under the license of Black Sheep Construction LLC; license # 100922 (“Licensor” / “Qualifier”) and possesses all
necessary qualifications and authorizations required to perform the construction work described in this agreement.
The contractor shall promptly notify the other party in writing of any changes or updates to its license or qualifications
that may affect its ability to perform the construction work. In the event that the Contractor’s license or qualifications
are suspended, revoked, or otherwise terminated, the Contractor shall immediately cease the performance of the
construction work until such time as the license or qualifications are reinstated or replaced.
The contractor shall ensure that all subcontractors or other third parties engaged in the performance of the construction
work are also properly licensed and qualified to perform their respective tasks.
This provision shall survive the termination or expiration of this Agreement and shall be binding upon the parties’
successors and assigns.
Any disputes arising out of or in connection with this provision shall be resolved in accordance with the dispute
resolution provisions set forth in the main body of this Agreement.
5. SUBCONTRACTING. Black Sheep Construction reserves the right to subcontract out any or all of the work related to
this Contract. Black Sheep Construction is expressly permitted to subcontract any or all of the work related to this
Contract.
6. TERM. This Contract will terminate automatically upon completion by Black Sheep Construction of the Services
required by this Contract.
7. WARRANTY. Black Sheep Construction guarantees that the work pursuant to Paragraph 1 to be performed at the
Project Address shall be free from defects in material and workmanship for a period of one year from the date of notice
of completion.
This Standard Limited Warranty applies to and is limited as follows: a) To the construction work that has not been
subject to accident, misuse, or abuse.
b) To the construction work that has not been modified, altered, defaced, or had repairs made or attempted by others.
c) That Black Sheep Construction be immediately notified in writing within ten (10) days of first knowledge of defect by
Recipient or his agent.
d) That Black Sheep Construction shall be given the first opportunity to make any repairs, replacements, or corrections
due to the defective construction at no cost to Recipient within a reasonable time after receipt of written notice.
e) Under no circumstances shall Black Sheep Construction be liable by virtue of this Limited Warranty or otherwise for
damage to any person or property whatsoever for any special, incidental, or consequential damages of any nature
arising out of the use or inability to use because of the construction defect.
8. DEFAULT. The occurrence of any of the following shall constitute a material default under this Contract:
a) The failure to make a required payment when due.
b) The insolvency or bankruptcy of either party.
c) The subjection of any of either party’s property to any levy, seizure, general assignment for the benefit of creditors,
application or sale for or by any creditor or government agency.
d) The failure to make available or deliver the Services in the time and manner provided in the Contract.
9. REMEDIES. In addition to any and all other rights a party may have available according to the law, if a party defaults by
failing to substantially perform any provision, term or condition of his Contract (including without limitation the failure
to make a monetary payment when due), the other party may terminate the Contract by providing written notice to the
defaulting party. This notice shall describe with sufficient detail the nature of the default. The party receiving such notice
shall have ten (10) days from the effective date of such notice to cure the default(s). Unless waived in writing by a party
providing notice, the failure to cure the default(s) within such time period shall result in the automatic termination of
this Contract.
10. FORCE MAJEURE. If performance of this Contract or any obligation under this Contract is prevented, restricted, or
interfered with by causes beyond either party’s reasonable control (“Force Majeure”), and if the party, unable to carry
out its obligations gives the other party prompt written notice of such event, then the obligations of the party invoking
this provision shall be suspended to the extent necessary by such event. The term Force Majeure shall include, without
limitation, acts of God, fire, explosion, vandalism, storm or other similar occurrence, orders of acts of military or civil
authority, national emergencies, insurrections, riots, wars, strikes, lock-outs, work stoppages or other labor disputes, or
supplier failures. The excused party shall use reasonable efforts under the circumstances to avoid or remove such causes
of nonperformance and shall proceed to perform with reasonable dispatch whenever such causes are removed or
ceased. An act or omission shall be deemed within the reasonable control of a party if committed, omitted, or caused by
such party, or its employees, officers, agents, or affiliates.
11. DISPUTE RESOLUTION. The parties will attempt to resolve any dispute out of or relating to this Contract through
friendly negotiations amongst the parties. If the matter is not resolved by negotiation, the parties will resolve the
dispute using the below Alternate Dispute Resolution (ADR) procedure.
Any controversies or disputes arising out of or relating to this Contract will be resolved by binding arbitration under the
rules of the American Arbitration Association. The arbitrator’s award will be final, and judgment may be entered upon it
by any court having proper jurisdiction.
12. ENTIRE AGREEMENT. This Contract contains the entire agreement of the parties, and there are no other promises or
conditions in any other agreement whether oral or written concerning the subject matter of this Contract. This Contract
supersedes any prior written or oral agreements between the parties.
13. SEVERABILITY. If any provision of this Contract is held to be invalid or unenforceable for any reason, the remaining
provisions will continue to be valid and enforceable. If a court finds that any provision of this Contract is invalid or
unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision will be
deemed to be written, construed, and enforced as so limited.
14. AMENDMENT. This Contract may be modified or amended in writing by mutual agreement and signed by both
parties.
15. GOVERNING LAW. This Contract shall be construed in accordance with the laws of the State of North Carolina.
16. NOTICE. Any notice or communication required or permitted under this Contract shall be sufficiently given if
delivered in person or by certified mail, return receipt requested, to the address set forth in the opening paragraph or to
such other address as one party may have furnished to the other party in writing.
17. WAIVER OF CONTRACTUAL RIGHT. The failure of either party to enforce any provision of this Contract shall not be
construed as a waiver or limitation of that party’s right to subsequently enforce and compel strict compliance with every
provision of this Contract.
18. ATTORNEY’S FEES TO PREVAILING PARTY. In any action arising hereunder or any separate action pertaining to the
validity of this Contract, the prevailing party shall be awarded reasonable attorney’s fees and costs, both in the trial
court and on appeal.
19. CONSTUCTION AND INTERPRETATION. The rule requiring construction or interpretation against the drafter is waived.
The document shall be deemed as if it were drafted by both parties in a mutual effort.
20. ASSIGNMENT. Neither party may assign or transfer this Contract without the prior written consent of the non-
assigning party, which approval shall not be unreasonably withheld.