Professional Service Agreement

This Professional Services Agreement (this “Agreement”) is by and between JCorrao Designs, with its principal place of business located at 2339 Houston Ave Clovis, CA 93611 (the “Contractor”) and (the “Owner”), (collectively, the “Parties”).

RECITALS

WHEREAS, Contractor specializes in finish carpentry on both residential and commercial projects.

WHEREAS, Owner desires to retain Contractor to provide finish carpentry services upon the terms and conditions hereinafter set forth, and Contractor is willing to perform such services.

WHEREFORE, In consideration of mutual promises contained in this Agreement and of other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

This Agreement becomes effective at the time both Parties have executed the agreement and will continue until either the completion of the Agreement or termination by either Contractor or Owner as outlined below.

Contractor will provide to Owner the services listed above (collectively, the “Services”):

Contractor hereby represents and warrants to Owner that:

A. The execution, delivery, and performance of this Agreement by Contractor will not contravene any law, regulation, contract, or other restriction applicable to Contractor or this Agreement.

B. Contractor is a business entity duly organized, validly existing, and in good standing under the laws of the state of its organization, as a partnership, limited liability company, limited partnership, or corporation under License # 1094947.

C. Contractor has all requisite power and authority to enter into this Agreement and to carry out the terms and provisions hereof.

D. Contractor has the professional qualifications, skills, and expertise, and/or employees with such qualifications, skills and expertise necessary to perform the services under this Agreement in a competent, professional manner, and has any required approvals, licenses, tax registration, and other authorizations of all governmental authorities, current and in force, to provide the Services that Contractor will perform under this Agreement.

Owner agrees to allow Contractor to complete the Services prior to the installation of all pre-finished items.

Owner agrees that this Agreement is based on visually observed conditions. Owner shall be responsible for advising Contractor of all obstructions, including, but not limited to, telephone and electrical lines, and agrees to hold Contractor free and harmless from any liability for any damage to anyone caused by such obstructions. If unforeseen conditions arise that could not be determined by visual inspection prior to starting work, additional work shall be the subject of a written change order as provided herein after Owner has been notified that additional work is necessary.

If any sanding is performed, Contractor shall use diligence and care to protect underlying and adjoining surfaces but shall not be responsible for any damage to those surfaces.

Contractor shall exercise care in working around signs on buildings. However, Owner and Contractor agree that the signs are delicately constructed, and that Contractor shall not be liable for any damages.

Owner agrees to have the work site prepared for construction/installation and to provide ready access to Contractor.

It is understood and agreed that colors and or surface textures may not match existing surfaces, samples, mock-ups, etc. Color lots supplied by manufacturers commonly vary and Contractor shall not be responsible for any variations in colors. Although Contractor shall endeavor to use its best efforts to match existing surfaces, samples, mock-ups, or color charts, no assurance is made that existing textures and/or colors, samples, color charts, mock-ups will match the work of Contractor. Further, color charts may not necessarily match actual colors as mixed by paint suppliers, particularly where those color charts are viewed in artificial light.

Unless otherwise stated herein, in bidding the project Contractor has assumed that the space for construction/installation is stable and ready for installation and may suspend its work and promptly notify the Owner of the irregularities; Contractor shall then proceed with any work only upon Owner’s assent to a written change order for the additional cost and time required due to those irregularities.

Contractor shall correct all deficiencies in workmanship pursuant to standards at a rate of $65 per man hour. A copy is available upon request.

Job sequencing shall be maintained that allows Contractor to start the scope of its work when all trades on whose work the finish carpentry work is dependent have been completed. Owner shall install all pre-finished items and furnishings after the final finishes are applied by Contractor.

Unless otherwise specified by Owner and made a part of this Agreement, Contractor shall have the right to select all equipment and materials. When specified equipment or materials are unavailable, Contractor shall have the right to substitute other materials of equal or better quality for the specified materials.

Payment of all or any part of the amount of this Agreement, which may be due or become due, shall in no way be contingent upon acceptance of work done by others and over which Contractor has no control.

Interest at the rate of 1.5% per month shall be charged on all accounts not paid when due as provided for herein.

Any expense borne by Contractor in connection with repairs to or replacement of any part of our work, due to damage thereto caused by the failure, repair, or replacement or work of others, shall be added to the amount of this Agreement. This Agreement, after acceptance and approval, is not subject to additions or deductions without approval in writing by an authorized representative of Contractor.

The Parties each agree to indemnify and hold harmless the other Party, its respective affiliates, officers, agents, employees, and permitted successors and assigns against any and all claims, losses, damages, liabilities, penalties, punitive damages, expenses, reasonable legal fees and costs of any kind or amount whatsoever, which result from the negligence of or breach of this Agreement by the indemnifying party, its respective successors and assigns that occurs in connection with this Agreement. This section remains in full force and effect even after termination of the Agreement by its natural termination or the early termination by either party.

This agreement may be terminated with or without cause, by giving 90 days’ written notice to the other party. Additionally, if Owner fails to compensate contractor according to the terms of this contract for a period of five (5) days after Compensation is due, Contractor, in addition to any other legal remedies or processes available, may withhold performance, terminate this agreement, and enter the premises and remove any portion of or all materials or goods installed to the extent that they represent in their then current condition the price then owing to Contractor. However, the work or removal shall not substantially interfere with any materials or goods installed outside this Agreement.

Any notice required or permitted to be given under this Agreement must be in writing and may be given by personal delivery, certified mail, or Express Mail, Federal Express or other such express delivery service. Notices shall be deemed communicated immediately if personally delivered. Notices shall be deemed communicated within forty-eight (48) hours from the time of mailing if mailed by express delivery, excluding Sundays and holidays. Any such notice shall be deemed sufficiently given if addressed to Contractor or Owner, as the case maybe. Either party may specify a different address for notice purposes by giving appropriate notice to the other party.

If to Contractor:
JCorrao Designs
Attn: Jimmy Corrao
2339 Houston Ave Clovis, CA 93611

If to Owner: *Address on file

Claims for non-fulfillment of this Agreement shall be made not later than thirty (30) days after the completion of the Services.

A one year workmanship warranty is in effect on all products fabricated, or manufactured, and installed by JCorrao Designs. If anything unusual happens to the structure, finish of installation, outside normal wear and tear, within a year contact the Contractor so we can correct the issue for you. We stand by our work and want to provide the best service for our customers.

Contractors are required by law to be licensed and regulated by the Contractors’ State License Board, which has jurisdiction to investigate complaints against contractors if a complaint regarding a latent act or omission is filed within four (4) years of the date of the alleged violation. A complaint regarding a latent act or omission pertaining to structural defects must be filed within ten (10) years of the date of the alleged violation. Any questions concerning a Contractor may be referred to the Registrar; Contractors’ State Licensing Board; PO Box 26000; Sacramento, CA 95826.

This Agreement will be binding on the heirs, successors, and assigns of the parties. It may not be modified or assigned without the written consent of both parties.

Neither this Agreement nor any rights or obligations of Owner shall be transferable or assignable by Owner without Contractor’s prior written consent. Any attempted transfer or assignment hereof by Owner not in accordance with this Agreement shall be null and void.

Except as expressly provided elsewhere herein, nothing in this Agreement is intended to be construed or be deemed to create any rights or remedies in any third party.

This is the entire agreement between Contractor and Owner. It supersedes all prior agreements, if any. It can only be changed by a written agreement signed by Contractor and Owner.

This Agreement may be executed in counterparts, each of which shall be deemed to be an original, but all of which shall together constitute one and the same instrument.

This Agreement is to be construed as if jointly prepared and shall not be interpreted or otherwise held against any Party who may be considered the drafter of that provision.

If any part of this Agreement is deemed unenforceable, the remaining portions of the Agreement will continue in full force and effect.

The waiver by any Party to this Agreement of a default or breach of any section, subsection or provision of this Agreement shall not operate or be construed as a waiver of any subsequent default or breach of the same or of a different section, subsection or provision by any Party hereto.

The internal laws of the State of California, without regard to its conflict of laws, shall govern the interpretation and enforcement of this Agreement. Any action to enforce or interpret this Agreement shall be brought in a court of competent jurisdiction in Fresno, California.

Any controversy or claim arising out of, or relating to, this agreement, or to the breach thereof, shall be settled by arbitration in accordance with the Construction Industry Arbitration Rules of the American Arbitration Association, and judgment upon the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. This Arbitration Clause shall be applicable to any controversy or claim in excess of $5,000.00 excluding attorneys’ fees and punitive damages.

If either Party to this Agreement shall bring any action, suit, counter claim, appeal, arbitration, or mediation for any relief against the other, declaratory or otherwise, to enforce the terms hereof or to declare rights hereunder (collectively, an “Action”), the losing Party shall pay to the prevailing Party a reasonable sum for attorneys’ fees and costs incurred in bringing and prosecuting such Action and/or enforcing any judgment, order, ruling, or award (collectively, a “Decision”) granted therein, all of which shall be deemed to have accrued on the commencement of such Action and shall be paid whether or not such Action is prosecuted to a Decision.

By Owner paying the 10% deposit based off the estimate of work, Contractor and Owner acknowledge and agree to the terms set out in this Agreement.