MASTER CONSTRUCTION AGREEMENT

THIS MASTER CONSTRUCTION AGREEMENT (this “Agreement”) is by and between Hamm’s Custom Carpentry LLC, a Pennsylvania Limited Liability Company with offices at 216 Durham Street, Hellertown, PA 18055, HIC License #200327 (the “Contractor”), and the individual(s) soliciting Contractor’s services by executing a relevant statement of work (the “Owner”). Contractor and Owner are each a “Party” and together are the “Parties”.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:
Description of Work and Contract Price.
This Agreement is expressly subject to the terms of a statement of work (“SOW”) specific to each project.
The Contractor shall furnish all labor, materials, installation, supplies, equipment, services, machinery, tools, and other facilities of every kind and description required for the prompt and efficient execution of the work described herein, and to perform the work necessary to complete the generally described duties (collectively the “Work”) to construct, according to the plans and specifications initialed by the Parties (the “Plans and Specifications”), for improvements at a certain property (the “Property”) as will be more fully set forth in the relevant SOW.
The agreed-upon work and quoted prices are subject to change upon discovery of hidden defects (e.g. rotting wood, two-layer shingles, etc.). In the event that hidden defects are discovered, Contractor reserves the right to immediately stop work without penalty and/or negotiate a change order for such additional work and/or materials as may be required to complete Work.
General Duties of the Contractor.
The Contractor shall carefully study the Plans and Specifications and shall at once report to the Owner any error, inconsistency or omission the Contractor may discover. Provided, the Contractor does not warrant that the Plans and Specifications are without error.
The Contractor shall supervise and direct the Work using its commercially reasonable skill and attention. It shall be solely responsible for all construction methods, techniques, sequences, and procedures for coordinating all portions of the Work.
The Contractor shall provide and pay for all labor, materials, equipment, tools, construction equipment and machinery, water, heat, utilities, transportation, and other facilities and services necessary for the proper execution and completion of the Work.
The Contractor shall at all times employ persons who are skilled in the task assigned to it.
All materials and equipment furnished under this Agreement and/or any SOW will be new and all of the Work will be of good quality, free from faults and defects and in conformity with the Plans and Specifications. In the event there are any discrepancies from the Plans and Specifications, the Contractor shall arrange for the correction of such discrepancies and shall notify the Owner upon completion of the Work performed to eliminate any such discrepancies. All Work not so conforming to these standards shall be considered defective. If required by the Owner, the Contractor shall furnish satisfactory evidence to the kind and quality of materials and equipment utilized in the Property. The Contractor shall make no deviation from the Plans and Specifications, except as provided in the last sentence of this Section, unless requested by the Owner to do so. The Contractor shall cause any of the Work to conform strictly to the Plans and Specifications unless the Contractor receives a written authorization from the Owner setting forth, in detail, what changes are to be made. Such minor deviations may be made by the Contractor from the Plans and Specifications as are normal in the construction industry and which do not violate any applicable rules or regulations.
The Contractor shall pay all sales, use, and other similar taxes required by applicable Laws.

The Contractor shall provide all notices to comply with all laws, ordinances, rules, regulations and orders of any governmental authority (collectively “Laws”) bearing on the performance of the Work. The Contractor shall also comply with any conditions, covenants and restrictions which may be applicable to the construction of the house, and any rules and regulations of any applicable association or any committee thereof.

The Contractor shall employ a competent superintendent to supply necessary assistance, which superintendent shall be in attendance at the Project during the progress of the Work. The Contractor or the superintendent shall exercise full-time general supervision on the Work to insure correct performance of the Work. The superintendent shall be satisfactory to the Owner and shall not be changed except with the consent of the Owner, unless the superintendent proves to be unsatisfactory to the Contractor and is in its employ. The Owner shall at all times deal with the Contractor’s employees and the subcontractors and sub-subcontractors and their employees through the superintendent. The superintendent shall represent the Contractor, and all communication given to the superintendent shall be binding as if given to the Contractor. All important communications shall be confirmed in writing. The Contractor shall be responsible to and answer directly to the Owner for the acts or omissions of the Contractor and of all of the Contractor’s employees, subcontractors and sub-subcontractors, the wages of all employees and all other persons directly or indirectly employed or retained by the Contractor in connection with the Work.

All drawings marked to record all changes made during construction shall be delivered to the Owner upon completion of the Work.
The Contractor shall correct any defects in workmanship and materials on the Property or which fail to comply with the Plans and Specifications, whether observed on or after completion and whether or not fabricated, installed or completed, within ten (10) business days after notification of such discrepancies and defects by the Owner. The Contractor shall bear all costs of correcting such rejected work.

All labor and materials furnished by the Contractor shall be deemed to be included within the contract price stated herein, even though said labor and materials are not specifically required by this Agreement and/or any SOW, or the Plans and Specifications, and the same shall, nevertheless, be deemed to be included within the scope of labor and materials properly and necessarily required for the performance of the Work, except that any labor and materials furnished hereunder that are authorized by the Owner in writing, together with a definite statement in said authorization that said labor and materials are an “extra”, shall be paid for in addition to the contract price at the time the “extra” is requested by the Owner.

The Contractor shall clean up the premises and remove from the premises, from time to time, all waste material and debris of every description which may accumulate in or on the Property as a result of the Work. After all of the Work has been performed, the Property must be left in a broom clean condition.

Payment Schedule.
The contract price shall be paid to the Contractor in accordance with the payment schedule (the “Payment Schedule”) as set forth in the relevant SOW.
All payments are due within five (5) business days of presentation of written notification to the Owner by the Contractor that the required work necessary for a given draw has been completed. Back orders or punch list items may qualify for a 10% holdback until completion of the full contract scope.
Owner agrees to pay a processing fee of 3.49% for any payments made using a credit card. Owner agrees to pay a returned check fee of $50.00 plus any applicable bank charges for each

returned check.

Owner agrees to pay a late charge of 1% per month on all past due balances of thirty (30) days or more. Owner also agrees to pay for all collection costs, including employee time and expense, all attorneys’ fees and costs, and court costs Contractor incurs in collection and/or protection of its interests in Owner’s past due account or performance of this Agreement and/or any SOW. Materials.

All materials provided by Contractor will be standard stock materials, unless otherwise specified, and will match existing materials within reasonable tolerance as to color, texture, design, etc. Notwithstanding the foregoing, other products and materials may be substituted for equivalent products due to availability. All excess materials remain the property of Contractor.

All returns are at the discretion of Contractor. Stocking items are subject to a 20% restocking fee. Special or custom order items are nonrefundable. Damaged, altered, or used items will not be accepted.
Access To Property.

The prices and terms of Contractor’s estimate and the relevant SOW are based upon completion of the work during normal working hours, and Owner agrees to provide Contractor access to the Property as required for completion of this work. Owner will be responsible if any interruption of Contractor’s work resulting from Owner’s failure to provide reasonable access or due to the acts or negligence of others not under Contractor’s direction. Contractor shall not be responsible for damages arising from delay due to any Force Majeure Event. Owner agrees to supply electricity and a satisfactory water supply as required during the course of all work. Contractor will not be responsible for protection of Contractor’s property, except to provide protection which is specifically called under the specifications provided by this Agreement and/or any SOW. Owner also agrees to remove, store, and/or protect personal property prior to and during Contractor’s work. Owner will manage and be responsible for protection of vehicles and property exposed to damage by Contractor’s work.

Owner shall be responsible for obtaining any permits and arranging for any necessary inspections with respect to any project. In particular, Owner represents that Owner shall obtain any necessary permits for "new" or "change of use" applications. Upon reasonable request by Owner, Contractor will assist with paperwork formalities and field inspection processes. Delays in the final inspection process shall not impact any payment schedules under this Agreement and/ or any applicable SOW.
Remedies for Breach.
If the Contractor fails to correct defective work or persistently fails to supply materials or labor or equipment sufficient to perform its obligations hereunder, the Owner may order the Contractor to stop the Work or any portion thereof until the cause for such order has been eliminated.
If the Contractor fails or neglects to carry out the Work or fails to perform any provision of this Agreement and/or SOW, the Owner may after ten (10) business days’ written notice to the Contractor, and without prejudice to any other remedy the Owner may have, make good such deficiencies, and the Owner’s costs thereon shall be deducted from the sums then or thereafter due to the Contractor under this Agreement and/or the applicable SOW.
If the Contractor materially breaches the terms and provisions of this Agreement and/or SOW and fails to correct the same within ten (10) days after written notice by the Owner, the Owner may, in addition to or in lieu of any other remedy hereunder, terminate this Agreement and SOW. Limitation of Liability.
Notwithstanding anything to the contrary contained herein, the Contractor shall not be liable for any delays or failures in performance resulting from any Force Majeure Event. In the event of

such an occurrence, the Contractor shall make a good faith effort to perform its obligations hereunder. And provided that all claims by the Contractor for extensions of time pursuant to this Section shall be in writing to the Owner no more than five (5) business days after the occurrence of the cause of the delay; otherwise the Contractor’s right to claim such extension shall be waived.

Contractor is not responsible for damage or loss cause in whole or in part by: the acts or omissions of other parties or contractors; acts of God; lightning; gale force winds (50mph+); settlement; defects or failure of any underlying materials upon which the Work is performed; faulty condition of parapet walls, copings, chimneys, skylights, vents, supports, or other parts of the building; vapor condensation; penetrations for pitch boxes; erosion, cracking, and porosity of mortar and brick; dry rot; termites or other insects; rodents or other animals; fire; or harmful chemicals, oils, acids, and the like that come into contract with Owner’s property and cause damage; or any other factors beyond Contractor’s reasonable control.

Indemnification. Owner agrees to hold Contractor harmless for any third party claim brough in connection with the work described herein, unless said third party claim arises solely out of Contractor’s negligence or willful breach of the terms of this Agreement. In the event of a dispute between the Parties, it is agreed that Owner’s maximum recourse shall be, and Contractor’s maximum liability under this Agreement and/or SOW shall be limited to, the amount actually paid by Owner to Contractor. Owner understands and acknowledges that Company does not warrant or guarantee the quality of previous workmanship or pre-existing materials, or labors not originally provided by Contractor. Contractor shall not be responsible for latent defects in materials and accessories supplied. Contractor shall not be responsible for rework required because of the acts and errors of others.

Insurance.
The Contractor shall procure and maintain, during the entire term of the relevant SOW, the following insurance policies:
Worker’s compensation and employer’s liability;
General liability, including products and completed operations; and
Automobile liability.
All aforesaid insurance policies shall have limits and coverage no less than the minimum prescribed by applicable Laws.
Upon reasonable request by Owner, Contractor shall provide to Owner a copy of Contractor's certificate of commercial general liability insurance and the telephone number of the insurance company issuing the certificate.
Where Owner intends to pay all or part of the amount due under this Agreement and/or any SOW from insurance proceeds:
Owner represents that Owner has reviewed the relevant insurance policy and/or contacted the relevant homeowner’s/renter’s insurance agent prior to any "new" or "change of use" applications required for any project.
Owner hereby authorizes their insurance/mortgage company to pay “Hamm’s Customer Carpentry LLC” directly for all work and materials provided by Contractor to fulfill Owner’s replacement or repair. Customer further directs their insurer and/or mortgage company to include Contractor as a payee on all checks or drafts/draws now or hereafter payable for such loss. Contractor reserves the right to supplement Owner’s insurance and/or mortgage company for increases in the scope of work and/or documented price increases (e.g. permits). Owner agrees to forward such payment and/or allow these supplements to be paid directly to Contractor.

Contractor makes no representations or warranties regarding Owner’s insurance coverage or if Owner’s insurer will pay for any or all of the work to be performed by Contractor under this Agreement and/or any SOW. Owner agrees to pay Contractor in full for all work performed by Contractor under this Agreement and/or any SOW, regardless of Owner’s insurance coverage. Owner also agrees to pay Contractor directly for all amounts, despite depreciation or deductible, and to also pay for additional work not covered by Owner’s insurer and that said amounts must be paid before job completion or as outlined in Section 3 (Payment Schedule). In the event that Owner breaches this Agreement and/or any SOW, Owner agrees to pay Contractor: a) in full, on a time and materials basis, for all work and materials provided by Contractor as of the date of such breach; and b) a consulting and adjusting fee equal to 20% of the total cost of the work and materials provided by Contractor as of the date of such breach, which fee represents the industry standard for reasonable overhead and profit generally paid by the insurance industry and is not a penalty.

Liens. Should Owner default on any payments pursuant to this Agreement and/or any SOW, a lien may be placed on the Property and charges will be added from the date of substantial competition at the maximum rate allowed by law. If placed in the hands of an attorney for collection, Owner will pay all attorney and legal fees.

Safety Precautions; Hazardous Materials.
The Contractor shall be responsible for initiating, maintaining and supervising all safety precautions and programs with respect to the Work and the Property.
The Contractor shall take all reasonable precautions for the safety of, and shall take all reasonable steps to prevent damages, injury or loss, to:
All employees performing the Work and all other persons who may be affected thereby; and
All of the Work and all materials and equipment to be incorporated therein, whether in storage or on or off the Property, and in the care, custody, or control of the Contractor, or any of its subcontractors or sub-subcontractors, and other property on the Property or adjacent thereto, including trees, shrubs, lawns, lots, pavements, roadways, construction, and utilities not designated for removal, relocation or replacement in the course of the Work.
Nothing contained in this Agreement and/or any SOW shall be construed to require Contractor to determine the presence or absence of any hazardous materials or asbestos-containing materials affecting the property or to require Contractor to remove or protect such materials. In the event that Contractor learns of the presence of such materials on Owner’s property, Contractor reserves the right to immediately stop work without penalty and/or negotiate a change order for such additional work and/or materials as may be required to complete Work.
Assignment and Subcontracting.
Contractor shall have the right to subcontract portions of the Work to subcontractors of the Contractor’s choosing, without the necessity of obtaining permission, either written or oral, from the Owner, and such subcontractors may do so as well without such permission, provided, however, that no such subcontracting shall relieve the Person subcontracting the Work to another Person from liability hereunder.
The Contractor shall pay each subcontractor, upon receipt of payment from the Owner, an amount equal to the percentage of completion allowed to the Contractor on completion of the subcontractor’s work, less the percentage retained from such payment to the Contractor. The Contractor shall also require each subcontractor to make similar payments to its sub- subcontractors. The Owner shall not have any obligation to pay or see to the payment of any money to any subcontractor or sub-subcontractor.

All subcontractors of Contractor anticipated to provide labor or materials for the as of the effective date of the relevant SOW shall be listed in said SOW.
Warranty. All work is to be completed in a workmanlike manner, according to standard industry practices. If Contractor is not paid in full in accordance with this Agreement and/or the applicable SOW, all warranties provided by Contractor are null and void until such payment in full is made. Provided that the following subsections of this Section are complied with in full, Contractor shall provide a warranty on all workmanship covered by this Agreement and/or the applicable SOW for a period of one (1) year from the earlier of: (i) the date company ceases work on the property; or (ii) the date the Contractor’s building permit is finalized or otherwise closed. All materials used are subject only to warranties provided by the manufacturers and/or suppliers, if any. In addition, Contractor must receive written notification of any claim against Company alleging any breach of this Agreement and/or the applicable SOW, or negligence within 48 hours of Owner’s discovery of same. Conditions precedent for the validity of this warranty are as follows:

Contractor has been paid in full.
Warranty is null and void if anyone other than a representative of Contractor tampers with or attempts any repair affecting the work performed by Contractor at the Property without the prior written approval of Contractor.
Warranty shall not cover any damage caused by any Force Majeure Event
Warranty shall only apply to damage stemming from Contractor’s work. Warranty shall not apply to such an instance of an unrelated defect affecting Contractor’s work.
Warranty only extends to Contractor’s duty to repair any of Contractor's work to bring said work into compliance with the requirements of this Agreement and/or the applicable SOW. Warranty does not purport to nor extend to any consequential damage.
Any service visits stemming from a warranty claim by Owner which uncovers that any claimed damage is not covered by this warranty shall incur a flat service charge of $150.00.
Cancellation Rights. Owner may cancel any transaction under this Agreement and/or any SOW at any time prior to midnight of the third business day after the execution of the relevant document.
Governing Law. This Agreement and the relevant SOW shall be governed by the laws of the state in which the Property is located. Should any provision or term of this Agreement and/or any SOW be invalid or void, it shall not affect the validity of the remaining provisions or terms which shall remain in full force and effect.
CONSUMER PROTECTION.
THIS AGREEMENT AND THE APPLICABLE SOW IS SUBJECT TO PENNSYLVANIA’S HOME IMPROVEMENT CONSUMER PROTECTION LAW. CONTRACTOR IS REQUIRED TO PROVIDE YOU WITH THE TOLL-FREE TELEPHONE NUMBER AND WEBSITE FOR THE BUREAU OF CONSUMER PROTECTION OF THE PENNSYLVANIA ATTORNEY GENERAL’S OFFICE TOLL- FREE HOTLINE: 1-888-520-6680.
Miscellaneous.
Time is of the essence of this Agreement and the applicable SOW.
All obligations imposed by this Agreement and the applicable SOW, and the rights and remedies available hereunder shall be cumulative and in addition to and not in limitation of any rights and remedies otherwise imposed available by applicable Laws.
The Contractor shall defend, indemnify and hold harmless the Owner from and against all suits and claims for infringement of any patent rights relating to the Work.

All claims, disputes and other matters or questions arising out of or relating to this Agreement and/or any SOW shall be decided by arbitration in accordance with the rules of the American Arbitration Association then in effect. The award rendered by the arbitrator or arbitrators shall be final and judgment may be entered upon it in accordance with applicable Laws in any court having jurisdiction thereof. The Parties shall be entitled to attorneys’ fees and costs as determined by the arbitrator or arbitrators.

This Agreement, together with the SOW and any incorporated exhibits and change orders, constitutes the entire agreement of the Parties with respect to the subject matter hereof and supersedes any prior negotiations, understandings and agreements with respect to the subject matter hereof.

The failure of either Party to complain of any act or omission on the part of the other Party, no matter how long the same may continue, shall not be deemed to be a waiver by such Party to any of its rights hereunder. No waiver by either Party at any time, expressed or implied, of any breach of any provision of this Agreement and/or any SOW shall be deemed a waiver or a breach of any other provision of this Agreement and/or any SOW, or a consent to any subsequent breach of the same or any other provision. If any action by either Party shall require the consent or approval of the other Party, such consent or approval of such action on any one occasion shall not be deemed a consent to or approval of said action on any subsequent occasion or a consent to or approval of any action on the same or any subsequent occasion.

The captions, section numbers and article numbers appearing in this Agreement and/or any SOW are inserted only as a matter of convenience, and do not define, limit, construe or describe the scope or intent of such sections or articles of this Agreement and/or any SOW nor in any way affect this Agreement and/or any SOW.

Subject to the terms of Section 12 (Assignment and Subcontracting), neither Party shall have the right to transfer or assign its interest in this Agreement or any SOW in whole or in part without the prior written consent of the other Party, and any purported transfer or assignment made without such prior written consent shall be null and void. No permitted transfer or assignment shall relieve the transferor or assignor of its obligations under this Agreement and/or any SOW. Any notice pursuant to this Agreement and/or any SOW shall be given in writing by (a) personal delivery, or (b) expedited delivery service with proof of delivery, or (c) United States Mail, postage prepaid, registered or certified mail, return receipt requested, (d) electronic mail sent to the intended addressee at the address set forth below (with a copy to follow by expedited overnight delivery service), or (e) facsimile transmission sent to the intended addressee at the address set forth below (with a copy to follow by expedited overnight delivery service), or to such other address or to the attention of such other Person as the addressee shall have designated by written notice sent in accordance with this Section. Unless changed in accordance with the preceding sentence, the addresses for notices given pursuant to this Agreement shall be as follows:

If to Owner:

To any residential address and/or email provided by Owner to Contractor

If to Contractor:

No Party shall be liable for the nonperformance of any of its obligations under this Agreement and/or any SOW if said nonperformance was due to a Force Majeure Event. “Force Majeure

Hamm’s Custom Carpentry LLC 216 Durham Street
Hellertown, PA 18055 dj@hammscustomcarpentry.com

Event” shall mean any act of God, such as but not limited to: war; riot; civil strife; act of terrorism, domestic or foreign; embargo; governmental rule, regulation or decree; flood, fire, hurricane, tornado, or other casualty; earthquake; strike, lockout, or other labor disturbance; the unavailability of labor or materials to the extent beyond the control of the party affected; pandemics, epidemics, local disease outbreaks, public health emergencies, government imposed quarantines; or any other events or circumstances not within the reasonable control of the party affected.

Each of the Parties has reviewed and negotiated this Agreement and the relevant SOW, and has freely entered into them and understand that its terms are legally binding and enforceable, and that this this Agreement and the relevant SOW shall not be construed in favor of or against either Party.

This this Agreement and/or the relevant SOW may be executed in several counterparts, each of which shall be deemed an original, and all of such counterparts together shall constitute one and the same instrument. Signatures on this Agreement transmitted by electronic mail (*.pdf or similar file types) shall be valid and effective to bind the Party so signing.