PROPOSAL AND AGREEMENT OF WORK
OREGON CUSTOM FLOORING INCORPORATED
Oregon CCB License No. 246178
560 NE F Street, Suite A #331, Grants Pass, Oregon 97526
(541) 659-3976 | oregoncustomflooring@yahoo.com
PROPOSAL AND AGREEMENT OF WORK
SECTION 1 — PARTIES AND PROJECT INFORMATION
This Agreement ("Contract") is entered into as of the date last signed below, by and between OREGON CUSTOM FLOORING INCORPORATED, an Oregon corporation, CCB License No. 246178, hereinafter referred to as ("OCF" or "Contractor"), and the party identified below, hereinafter referred to as ("Customer").
Customer Legal Name: __________________________________________________
Customer Address: __________________________________________________
Customer City, State, ZIP: __________________________________________________
Customer Phone: __________________________________________________
Customer Email: __________________________________________________
Project / Work Site Address: __________________________________________________
Project Start Date (Estimated): __________________________________________________
Project Completion Date (Estimated): __________________________________________________
SECTION 2 — SCOPE OF WORK
OCF agrees to perform the following work ("Work") at the Project Site identified above. The Work is limited strictly to the items described below. Any work, labor, materials, or services not expressly listed herein is excluded from this Contract and shall require a written Change Order signed by both parties before OCF is obligated to perform such additional work.
Description of Work:
2.1 Exclusions
This Contract expressly excludes the following, unless added by written Change Order: (a) any work not specifically described in Section 2 above; (b) work ordered by any building department or authority having jurisdiction over the Project Site; (c) repair or remediation of pre-existing conditions including but not limited to subfloor defects, uneven surfaces, mold, moisture damage, rot, out-of-level walls or floors, improperly placed gas or water lines, or any other condition not caused by OCF; (d) removal or installation of toilets, plumbing fixtures, or gas appliances; (e) paint or drywall touch-up beyond the Work area; and (f) furniture moving of any kind.
2.2 Site Preparation — Customer Obligations
Prior to the scheduled start date, Customer shall, at Customer's sole expense and responsibility: (a) remove all furniture, artwork, wall hangings, decorative items, and personal property from the Work area and all adjacent areas where vibration may cause items to fall; (b) ensure the Work area is clean, accessible, and free of obstructions; and (c) ensure that OCF has unobstructed access to the Work area during Working Hours. OCF shall not be liable for damage to any item not removed from the Work area prior to commencement of Work, and Customer's failure to comply with this Section constitutes Customer's assumption of all risk of damage to such items.
SECTION 3 — CONTRACT PRICE AND PAYMENT TERMS
3.1 Contract Price
Total Contract Price: $
Initial Deposit Due at Signing: $
Progress Payment (if applicable): $
Final Payment Due Upon Substantial Completion: $
3.2 Payment Schedule
Customer shall pay OCF strictly in accordance with the payment schedule set forth in Section 3.1. Time is of the essence with respect to all payments. All payments shall be made by cash, check, or other form acceptable to OCF. Checks shall be made payable to Oregon Custom Flooring Incorporated.
3.3 Materials Purchased by OCF
In the event OCF purchases materials on Customer's behalf, Customer shall reimburse OCF for the full invoice cost of all such materials plus a procurement and handling fee of twenty-five percent (25%) of the material cost. Such reimbursement shall be due upon completion of the project or, at OCF's election, upon delivery of materials to the Project Site.
3.4 Late Payment and Interest
All payments not received by OCF on the date due shall bear interest from the due date until paid in full at the rate of eighteen percent (18%) per annum (1.5% per month), compounded monthly, which the parties agree represents a reasonable estimate of OCF's cost of carrying the overdue balance. In addition, Customer shall reimburse OCF for all costs of collection, including reasonable attorney fees, court filing fees, and collection agency costs, whether or not a legal action is filed. All project Work may be suspended immediately upon any payment default, without liability to OCF, and shall not resume until all overdue amounts, interest, and a resumption deposit of five hundred dollars ($500.00) cash are received and cleared by OCF's bank.
3.5 NSF / Returned Checks
In the event any check or electronic payment submitted by Customer is returned for insufficient funds or any other reason, Customer shall immediately pay: (a) the full face amount of the returned item; (b) a returned-payment fee of seventy-five dollars ($75.00); and (c) interest on the face amount at the rate set forth in Section 3.4 from the original due date. All project Work shall be suspended until all such amounts are received and cleared, and OCF may require all future payments to be made in cash or certified funds.
3.6 Material Cancellation
If Customer cancels or directs OCF to cancel any material order after placement, Customer shall be responsible for: (a) all restocking fees charged by the supplier; (b) all inbound and return shipping charges; and (c) OCF's administrative time at the rate of two hundred twenty-five dollars ($225.00) per hour, with a two (2) hour minimum. For specially fabricated or custom-ordered materials, Customer shall be liable for the full contract price of the order from the moment production commences, regardless of cancellation. OCF shall retain title to all materials until final payment is received in full. In the event of Customer's default, OCF may remove any unpaid materials from the Project Site and shall not be liable for any damage resulting from such removal.
SECTION 4 — SITE ACCESS, PERMITS, AND SCHEDULING
4.1 Site Access
Customer shall make the Project Site available to OCF and its employees, agents, and subcontractors during Working Hours, defined as 7:00 a.m. to 5:00 p.m., Monday through Friday, and any other times mutually agreed in writing. Customer acknowledges that construction activities produce elevated noise, dust, and debris, which are ordinary and expected consequences of the Work. OCF shall leave the Work area in a reasonably clean condition upon final completion.
4.2 Site Security During Non-Working Hours
Customer is solely responsible for the security of the Project Site and all materials thereon during all hours when OCF is not present. OCF shall not be liable for any theft, vandalism, damage, alteration, or other event affecting the Project Site or materials during non-Working Hours, or for any damage caused by persons other than OCF's employees or agents.
4.3 Permits
Customer is responsible for obtaining and paying for all required building, zoning, and other governmental permits for the project, unless a specific permit is expressly listed in the Scope of Work as OCF's responsibility. If Customer fails to obtain a required permit and OCF is directed by a governmental authority to halt Work, any resulting delay shall be Customer's responsibility and shall not constitute a breach by OCF. OCF shall not be liable for fines, penalties, or stop-work orders resulting from Customer's failure to obtain permits.
4.4 Force Majeure
OCF shall not be in default or breach of this Contract for any delay or failure to perform caused by circumstances beyond OCF's reasonable control, including but not limited to acts of God, fire, flood, earthquake, storm, pandemic, supply chain disruptions, material shortages, labor strikes, governmental orders, or utility failures. In such circumstances, OCF shall notify Customer and the Contract shall be extended by the duration of the force majeure event without liability to OCF.
SECTION 5 — CHANGE ORDERS
Any modification to the Scope of Work, Contract Price, or schedule must be made by a written Change Order signed by Customer and an authorized representative of OCF before the additional work is performed. OCF shall not be obligated to perform any work not described in this Contract or in a duly executed Change Order, and Customer shall not be entitled to any credit, offset, or reduction in the Contract Price based on work that OCF did not perform pursuant to a Change Order. Verbal agreements to change the scope or price of the Work are not binding on OCF.
SECTION 6 — SUBSTANTIAL COMPLETION, PUNCH LIST, AND ACCEPTANCE
6.1 Substantial Completion
The Work shall be deemed "Substantially Complete" when OCF has performed all material elements of the Scope of Work such that the flooring or other installation is functional for its intended purpose, notwithstanding minor punch list items. OCF shall notify Customer in writing or verbally upon Substantial Completion.
6.2 Punch List Walk-Through
Within forty-eight (48) hours of OCF's notice of Substantial Completion, Customer shall conduct a walk-through inspection of the Work with an OCF representative. During this walk-through, Customer shall identify in writing any items Customer believes require correction or completion ("Punch List"). OCF shall use commercially reasonable efforts to complete all undisputed Punch List items within a reasonable time after the walk-through.
6.3 Acceptance and Waiver
If Customer fails to conduct the walk-through within forty-eight (48) hours of notice, or fails to deliver a written Punch List to OCF within five (5) calendar days of Substantial Completion, Customer shall be deemed to have unconditionally accepted the Work in its then-existing condition, and all claims regarding visible defects, incomplete items, or non-conformance shall be deemed waived. Items not identified on the timely Punch List shall be treated exclusively as warranty claims subject to Section 7 and shall not entitle Customer to withhold final payment or assert a setoff against the Contract Price.
6.4 Final Payment — Certificate of Completion
Final payment is due upon Substantial Completion, or upon OCF's completion of all undisputed Punch List items, whichever is later. Customer's submission of final payment constitutes Customer's written certification that: (a) OCF has substantially completed the Work in accordance with this Contract; (b) all Punch List items have been satisfactorily addressed; and (c) Customer has no known, unresolved claims against OCF arising from the Work, other than warranty claims properly preserved under Section 7.
SECTION 7 — WARRANTY
7.1 Workmanship Warranty
OCF warrants that the Work will be performed in a workmanlike manner consistent with the standards set forth in the National Association of Home Builders Residential Construction Performance Guidelines, Fifth Edition ("NAHB Guidelines"), for a period of one (1) year from the date of Substantial Completion ("Warranty Period"). This warranty applies only to defects in OCF's workmanship and does not extend to materials, which are covered solely by the applicable manufacturer's warranty.
7.2 Warranty Exclusions
This warranty expressly excludes and does not cover: (a) defects caused by Customer's abuse, misuse, neglect, or failure to maintain the flooring in accordance with manufacturer recommendations; (b) damage caused by third parties, including other contractors, tenants, or occupants; (c) normal wear and tear; (d) dimensional variations, color variations, or natural characteristics inherent in the materials selected by Customer; (e) damage resulting from moisture, humidity, temperature fluctuations, or environmental conditions beyond OCF's control; (f) pre-existing site conditions including subfloor defects, unlevel surfaces, squeaks, or structural issues not caused by OCF; (g) any Work area accessed, modified, or worked upon by parties other than OCF after Substantial Completion; and (h) any defect not reported to OCF in writing within the Warranty Period.
7.3 Warranty Claim Procedure
To make a warranty claim, Customer must deliver written notice to OCF at oregoncustomflooring@yahoo.com or by certified mail to OCF's address within the Warranty Period, describing the alleged defect with specificity. OCF shall have a reasonable opportunity to inspect the alleged defect and, at OCF's sole option, repair, replace, or provide a credit for defective workmanship. OCF's warranty obligation shall be limited to the remedies set forth in this Section and shall not exceed the original contract price of the affected portion of the Work.
7.4 Disclaimer
EXCEPT AS EXPRESSLY SET FORTH IN SECTION 7.1, OCF MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE. ALL MATERIALS ARE WARRANTED SOLELY BY THEIR RESPECTIVE MANUFACTURERS.
SECTION 8 — LIMITATION OF LIABILITY AND INDEMNIFICATION
8.1 Limitation of OCF's Liability
TO THE MAXIMUM EXTENT PERMITTED BY OREGON LAW, OCF'S TOTAL LIABILITY TO CUSTOMER UNDER OR ARISING FROM THIS CONTRACT, WHETHER IN CONTRACT, TORT, WARRANTY, STRICT LIABILITY, OR ANY OTHER THEORY, SHALL NOT EXCEED THE TOTAL CONTRACT PRICE PAID BY CUSTOMER TO OCF FOR THE SPECIFIC PORTION OF WORK GIVING RISE TO THE CLAIM. IN NO EVENT SHALL OCF BE LIABLE FOR ANY LOSS OF USE, LOSS OF PROFITS, LOSS OF INCOME, LOSS OF TIME, INCONVENIENCE, COMMERCIAL LOSS, OR ANY INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, HOWEVER ARISING.
8.2 Pre-Existing Conditions
Customer assumes all risk and responsibility for pre-existing conditions at the Project Site, including but not limited to mold, moisture, rot, structural deficiencies, out-of-level surfaces, improperly installed utilities, and latent subfloor defects. OCF shall have no liability for damage, deterioration, performance issues, or failure caused by or arising from pre-existing conditions, whether known or unknown at the time of this Contract. If OCF discovers a pre-existing condition during performance of the Work, OCF shall notify Customer, and any remediation shall be addressed by written Change Order at additional cost to Customer.
8.3 Customer Indemnification of OCF
Customer shall defend, indemnify, and hold harmless OCF and its officers, employees, and agents from and against any and all claims, damages, losses, and expenses (including reasonable attorney fees) arising out of or relating to: (a) Customer's breach of any provision of this Contract; (b) Customer's negligence or intentional misconduct; (c) Customer's failure to comply with applicable laws, codes, or permit requirements; (d) damage to the Work area caused by Customer, Customer's agents, or third parties during or after the project; or (e) any claim by a third party resulting from Customer's direction or instruction to OCF. Notwithstanding the foregoing, Customer is not obligated to indemnify OCF for OCF's own negligence, consistent with ORS 30.140.
8.4 Property and Furniture
OCF does not move furniture. Customer is solely responsible for removing all personal property, furniture, and fixtures from the Work area before Work commences. OCF shall not be liable for damage to any item not timely removed by Customer, or for any scuffs, scratches, nail holes, or paint disturbance that are ordinary and unavoidable consequences of flooring installation work.
SECTION 9 — CONSTRUCTION AND INSTALLATION STANDARDS
9.1 Quality Standard
All Work performed by OCF shall conform to the standards set forth in the NAHB Residential Construction Performance Guidelines, Fifth Edition. Customer acknowledges and agrees that this is the exclusive standard by which OCF's workmanship shall be evaluated.
9.2 Variances Inherent in Materials
Customer acknowledges that natural and manufactured flooring materials, including hardwood, tile, stone, and luxury vinyl plank, inherently exhibit variations in color, grain, texture, shade, and dimension. Such variations are not defects. Customer is responsible for reviewing and approving material samples before installation commences. OCF shall not be liable for material variances or aesthetic characteristics that are consistent with the product type selected by Customer.
9.3 Subfloor and Structural Conditions
OCF is not responsible for pre-existing subfloor conditions, including squeaks, unevenness, humps, dips, or structural deficiencies. If such conditions are discovered during installation, Customer will be notified and a Change Order may be issued for remediation at additional cost. Flooring performance issues attributable to subfloor conditions are expressly excluded from OCF's warranty.
9.4 Stain and Sealer Variation
Due to the natural variation in wood species, grain density, and porosity, stains and sealers may result in color variation, haziness, or blotchiness that is inherent in the material and beyond OCF's control. OCF shall make commercially reasonable efforts to achieve a uniform appearance, but Customer acknowledges that absolute uniformity cannot be guaranteed and that such variation does not constitute a defect.
9.5 Cracks and Expansion
Flooring materials and grout are subject to expansion and contraction due to seasonal changes in temperature and humidity. Minor cracking, movement, or separation at joints may occur and is a normal characteristic of the materials. OCF will repair cracks in finish grout using matching material within thirty (30) days of Substantial Completion. Subsequent cracking due to environmental conditions is excluded from warranty coverage.
9.6 Squeaking and Clicking
Minor squeaking or clicking is a normal phenomenon resulting from interaction between flooring, joists, and subfloor components. OCF shall make reasonable efforts to minimize such noise but cannot guarantee complete elimination. Residual minor squeaking or clicking does not constitute a defect.
9.7 Baseboard
If OCF removes and reinstalls existing baseboard, OCF shall use reasonable care but cannot guarantee that all baseboard will survive removal undamaged. If baseboard is irreparably damaged, replacement is Customer's responsibility. Any paint touch-up required to baseboards or walls following installation is Customer's responsibility.
SECTION 10 — GENERAL TERMS AND CONDITIONS
10.1 Entire Agreement
This Contract, together with any written Change Orders and the required Oregon statutory notices attached hereto, constitutes the entire agreement between OCF and Customer with respect to the Work. It supersedes all prior and contemporaneous oral or written agreements, representations, warranties, and understandings. No modification of this Contract shall be binding unless made in writing and signed by both parties.
10.2 Acknowledgment of Execution
Customer's signature below, or Customer's submission of any deposit or payment after receiving a copy of this Contract, constitutes Customer's representation and warranty that: (a) Customer has read and understands this Contract in its entirety; (b) Customer has received all required Oregon statutory notices, including the Consumer Protection Notice (ORS 701.330), Information Notice to Owner About Construction Liens (ORS 87.093), and Notice of Procedure (ORS 701.330); and (c) Customer is entering into this Contract voluntarily and without duress.
10.3 Right of Rescission
For contracts entered into at a location other than OCF's permanent place of business (including Customer's home or the Project Site), Customer has the right to cancel this Contract without penalty within three (3) business days of the date of signing, consistent with ORS 83.810 et seq. and applicable federal regulations. To cancel, Customer must deliver written notice of cancellation to OCF at the mailing address on this Contract on or before midnight of the third business day. Cancellation by email is not effective unless OCF provides written confirmation of receipt. For contracts entered into at OCF's place of business, Customer may cancel by written notice delivered to OCF by midnight on the date of signing.
10.4 Dispute Resolution — Notice of Defect
Consistent with ORS 701.330, before initiating any arbitration or legal action against OCF for alleged construction defects, Customer must: (a) deliver written notice to OCF identifying each alleged defect with reasonable specificity; (b) allow OCF and its representatives a reasonable opportunity to inspect and test the alleged defect; and (c) allow OCF a reasonable opportunity to make an offer to repair or compensate for the defect. Customer is not obligated to accept any offer. Failure to comply with this Section may result in dismissal of Customer's claim.
10.5 Governing Law
This Contract shall be governed by and construed in accordance with the laws of the State of Oregon, without regard to its conflict-of-laws principles.
10.6 Venue
Any legal action or proceeding arising out of or relating to this Contract shall be brought exclusively in the Circuit Court of Josephine County, Oregon, or in the United States District Court for the District of Oregon (Medford Division), at OCF's election. Customer irrevocably consents to personal jurisdiction and venue in such courts and waives any objection based on improper venue or inconvenient forum.
10.7 Attorney Fees
In any legal action or proceeding to enforce or interpret this Contract, the prevailing party shall be entitled to recover its reasonable attorney fees, costs, and disbursements from the non-prevailing party, in addition to any other relief awarded.
10.8 Lien Rights
OCF expressly reserves all rights available under Oregon's construction lien statutes (ORS Chapter 87), including the right to record a construction lien against the Project Site for unpaid amounts. Customer's payment obligations under this Contract are not conditioned upon OCF obtaining lien waivers from subcontractors or suppliers, unless such waivers are expressly required by a separate written agreement between the parties.
10.9 Severability
If any provision of this Contract is found by a court of competent jurisdiction to be invalid, illegal, or unenforceable, such provision shall be modified to the minimum extent necessary to make it enforceable, or severed from the Contract, and the remaining provisions shall continue in full force and effect.
10.10 Waiver
No waiver by OCF of any breach or default by Customer shall be deemed a waiver of any subsequent breach or default. OCF's failure to enforce any provision of this Contract on any occasion shall not constitute a waiver of OCF's right to enforce such provision in the future.
10.11 Assignment
Customer may not assign this Contract or any rights hereunder without OCF's prior written consent. OCF may assign this Contract or subcontract any portion of the Work without Customer's consent, provided that OCF remains responsible for the quality of the Work.
10.12 Counterparts and Electronic Signatures
This Contract may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Electronic, digital, or facsimile signatures shall be deemed original signatures and shall be fully binding.
SECTION 11 — REQUIRED OREGON STATUTORY NOTICES
Your contractor is required by Oregon law to provide the following notices. Please read each notice carefully.
A. Consumer Protection Notice (ORS 701.330(1))
Oregon law requires contractors to provide this notice at the time of written contract for work on a residential structure. Oregon Custom Flooring Incorporated is licensed by the Oregon Construction Contractors Board under CCB License No. 246178. Licensing requires contractors to maintain a surety bond and liability insurance. To verify OCF's license, visit www.oregon.gov/ccb or call 503-378-4621.
You have the right to: (1) receive the products and services agreed to in this Contract; (2) resolve disputes through the means outlined in this Contract; and (3) file a complaint with the CCB. Complaints against a licensed contractor may be filed within one year of substantial completion of the project.
B. Information Notice to Owner About Construction Liens (ORS 87.093)
This is not a lien. Under Oregon law, contractors, subcontractors, and material suppliers who provide labor or materials to your project may be able to claim payment from your property (a "Construction Lien") if they are not paid, even if you have paid your contractor in full. If you occupy your home, persons who supply materials or labor ordered by OCF may only file a lien if they have first sent you a timely Notice of Right to Lien. You should: (a) verify that OCF is licensed; (b) ask OCF to provide lien waivers from all subcontractors and suppliers before making progress payments; and (c) consider making checks payable jointly to OCF and any known subcontractors. Construction liens must generally be recorded within 75 days of substantial completion and enforced within 120 days of recording.
C. Notice of Procedure (ORS 701.330)
Oregon law contains important requirements that homeowners must follow before starting an arbitration or legal action against any contractor, subcontractor, or supplier for construction defects. You must: (1) deliver written notice of the alleged defect to OCF; (2) allow OCF to visually inspect the alleged defect and perform reasonable testing; and (3) provide OCF the opportunity to make an offer to repair or compensate for the defect. Strict deadlines apply. You should consult an attorney for more information.
SECTION 12 — SIGNATURES
BY SIGNING BELOW, EACH PARTY REPRESENTS THAT THEY HAVE READ, UNDERSTAND, AND AGREE TO ALL TERMS AND CONDITIONS OF THIS CONTRACT, INCLUDING THE LIMITATION OF LIABILITY IN SECTION 8, AND THAT THEY HAVE HAD THE OPPORTUNITY TO CONSULT WITH LEGAL COUNSEL BEFORE SIGNING.
OREGON CUSTOM FLOORING INCORPORATED
Authorized Representative Signature: __________________________________________________
Printed Name: __________________________________________________
Title: __________________________________________________
Date: __________________________________________________
CUSTOMER
Customer Signature: __________________________________________________
Printed Name: __________________________________________________
Date: __________________________________________________
CUSTOMER (Co-Signer, if applicable)
Customer Signature: __________________________________________________
Printed Name: __________________________________________________
Date: __________________________________________________
