Agreements

Northstar Construction
Proposal Acceptance, Contract Terms & Conditions

These Contract Terms & Conditions are incorporated into and made part of the proposal, estimate, scope of work, construction agreement, change order, invoice, payment request, project document, or related written communication issued by Northstar Construction (“Contractor,” “Northstar,” “Northstar Construction,” or “Northstar Construction”) to the property owner, client, authorized representative, or responsible party (“Owner” or “Client”).

These Terms & Conditions apply to remodeling, renovation, construction, repair, restoration, addition, improvement, design coordination, project management, procurement, supervision, and related services performed by Northstar Construction.

1. Acceptance of Proposal and Authorization to Proceed

The undersigned, as sole owner or owners of the property to be improved as set forth in the Proposal above, hereby accepts the foregoing Proposal, subject to the specifications, drawings, scope of work, exclusions, allowances, selections, payment schedule, and conditions stated in the Proposal and these Contract Terms & Conditions.

Owner agrees to make payment as outlined in the Proposal, invoice, payment schedule, draw schedule, or approved change order. Upon acceptance of this Proposal, Northstar Construction is authorized to proceed with the work described herein.

Acceptance may be shown by signature, written approval, electronic approval, payment of a deposit, payment of an invoice, authorization to begin work, approval through a project management system, text approval, email approval, or allowing Northstar Construction to begin work on the property.

1A. Electronic Signature; Electronic Records; Counterparts

The parties agree that this Agreement, any proposal, change order, invoice approval, payment authorization, or related project document may be executed and delivered electronically, including by e-signature, PDF signature, scanned signature, email, text message, client portal, project management software, or other electronic means. Any electronic signature, electronic approval, typed name, click acceptance, checkbox acceptance, or comparable electronic assent shall be deemed the equivalent of an original handwritten signature to the fullest extent permitted by law.

The parties intend that this Agreement may be formed, modified, and accepted electronically, and that electronic records shall be admissible and enforceable to the fullest extent permitted by applicable law. Each party waives any objection based solely on the lack of a physical paper signature if the electronic assent is attributable to that party.

Each Owner signing below represents that he or she has authority to bind all Owners or responsible parties identified in the Proposal.

1B. Acceptance by Conduct; Text; Email; Payment

Owner acknowledges and agrees that any one or more of the following may constitute binding acceptance of this Agreement and authorization for Contractor to proceed:
(a) signature on a paper or electronic copy;
(b) email approval from Owner’s email address;
(c) text message approval from Owner’s phone number;
(d) payment of any deposit, draw, invoice, or other amount requested in connection with the project;
(e) written approval through a project management platform or client portal;
(f) allowing Contractor or its subcontractors to mobilize, order materials, begin demolition, begin construction, or otherwise perform work; or
(g) any combination of the above.

Owner further agrees that Contractor may reasonably rely on any approval, authorization, or payment received from an email address, phone number, account, portal login, or payment source that appears to belong to Owner, Owner’s spouse, Owner’s representative, or any person who has previously communicated with Contractor on the project, unless Contractor has actual written notice that such person lacks authority.

Partial performance by Contractor after any such approval shall constitute consideration and acceptance of this Agreement.

1. Scope of Work

Northstar Construction shall perform the work described in the approved Proposal, estimate, plans, drawings, specifications, selections, written scope of work, allowances, and approved change orders.

Any work not expressly included in the written scope of work is excluded unless added by written change order.

Owner understands that remodeling and renovation work often involves existing structures, concealed conditions, prior construction defects, outdated systems, hidden damage, undocumented repairs, noncompliant work, and conditions that may not be visible until demolition or construction begins.

Northstar Construction is not responsible for pre-existing conditions or concealed defects that could not reasonably be discovered before work begins.

1. Plans, Drawings, Specifications, and Design Documents

Any plans, drawings, sketches, renderings, diagrams, estimates, measurements, design notes, layouts, schedules, specifications, or project documents are intended to describe the proposed work and may require field verification.

Owner understands that actual field conditions may require adjustments. Measurements, dimensions, layouts, product locations, openings, wall locations, and finish details may be adjusted as reasonably required by site conditions, code requirements, inspection requirements, product specifications, engineering requirements, or approved change orders.

Unless specifically stated in writing, architectural, engineering, structural design, MEP design, civil design, drainage design, surveying, energy calculations, and specialty design services are not included in the contract price and may be charged separately.

1. Permits, Inspections, and Code Compliance

Unless otherwise stated in writing, Northstar Construction may assist with or coordinate permits required for work within Contractor’s agreed scope.

Permit fees, plan review fees, inspection fees, engineering fees, architectural fees, plan revision fees, utility fees, municipal fees, HOA fees, third-party review fees, and other governmental or professional fees may be billed to Owner unless specifically included in the contract price.

Northstar Construction will perform work in a manner intended to comply with applicable building codes and inspection requirements for the agreed scope of work. Owner understands that permitting authorities, inspectors, engineers, architects, utility providers, HOAs, and other governmental or third-party entities may require changes, corrections, additional work, or revisions.

Any required change outside the original scope may result in additional charges and schedule extensions.

1. Alterations, Changes, and Change Orders

Any alterations, additions, deletions, substitutions, upgrades, design revisions, field changes, or other changes in the work from the specifications stated in the Proposal, drawings, plans, selections, or scope of work that involve additional labor, materials, supervision, scheduling, procurement, subcontractor work, permitting, inspections, or other cost to Northstar Construction shall become an additional charge to Owner.

All such changes must be put in writing and approved by Owner, Owners, authorized responsible parties, and Northstar Construction before the changed work is performed, unless emergency conditions, safety concerns, code issues, inspection requirements, or field conditions require immediate action.

A written change order may include additional costs, credits, schedule extensions, material changes, labor adjustments, administrative costs, subcontractor charges, supplier charges, inspection charges, engineering charges, or other project impacts.

Northstar Construction is not required to perform change order work until the change order is approved and any required payment is received.

Verbal discussions, text messages, field conversations, or informal comments shall not modify the agreement unless confirmed in writing by Northstar Construction.

1. Unforeseen or Hidden Conditions

Owner acknowledges that existing homes may contain hidden or unknown conditions, including but not limited to:

framing defects, water damage, mold, rot, termite damage, foundation movement, electrical issues, plumbing defects, HVAC conflicts, gas line issues, sewer or drainage problems, asbestos-containing materials, lead-based paint, improper prior repairs, missing structural components, code violations, concealed utility lines, undocumented modifications, inadequate load paths, fire damage, smoke damage, roof leaks, flashing defects, moisture intrusion, insulation issues, and other concealed or pre-existing defects.

If unforeseen conditions are discovered, Northstar Construction may notify Owner and provide a change order for the additional labor, materials, equipment, testing, remediation, engineering, design, correction, or replacement work required.

Northstar Construction is not responsible for pre-existing conditions or damage caused by prior construction, age, deterioration, improper maintenance, hidden defects, owner neglect, acts of third parties, weather, pests, foundation movement, water intrusion, or conditions outside Contractor’s agreed scope.

1. Hazardous Materials, Mold, Lead, and Asbestos

Unless expressly included in writing, the contract price does not include testing, removal, abatement, remediation, containment, disposal, or treatment of mold, asbestos, lead-based paint, contaminated materials, hazardous substances, biological contaminants, or other regulated materials.

If suspected hazardous or regulated materials are encountered, Northstar Construction may stop work in the affected area until proper inspection, testing, abatement, or remediation is completed by qualified parties. Any delay or additional cost caused by such conditions shall be the responsibility of Owner unless otherwise required by law.

1. Client Selections and Material Availability

Owner is responsible for making timely selections of finishes, fixtures, colors, appliances, tile, flooring, hardware, cabinets, countertops, lighting, plumbing fixtures, paint, doors, windows, trim, and other items required for the project.

Delays in selections may delay the project schedule and may result in additional costs at a rate of one percent (1%) of the total project contract amount per week, or partial week, for each week that the delay continues.

Material prices, availability, shipping times, and supplier inventory may change. Northstar Construction is not responsible for manufacturer delays, discontinued products, backorders, shipping delays, supplier errors, damaged shipments, availability changes, tariff impacts, market price increases, or price increases beyond Contractor’s control.

If a selected item becomes unavailable or materially increases in price, Owner may be required to approve a substitute item, revised allowance, additional cost, or schedule extension.

1. Allowances

If the Proposal includes allowances, the allowance amount represents a budgeted amount for a specific item or category of work. Allowances may include materials only, unless the Proposal expressly states that labor, tax, delivery, installation, fabrication, or other costs are included.

If Owner’s final selection exceeds the allowance, Owner shall pay the additional cost by change order. If the final selection is less than the allowance, Owner may receive a credit as determined by the final cost accounting, subject to supplier restocking fees, administrative costs, and project impacts.

1. Client-Supplied Materials

If Owner supplies materials, fixtures, appliances, equipment, hardware, tile, flooring, cabinetry, lighting, plumbing fixtures, or other items, Owner is responsible for ensuring those items are correct, complete, undamaged, code-compliant, suitable for installation, delivered on time, and compatible with the project.

Northstar Construction is not responsible for defects, missing parts, warranty issues, installation delays, poor performance, product incompatibility, damage, manufacturer issues, or code issues involving Owner-supplied materials.

Additional labor, delay, remobilization, rework, storage, or scheduling impacts caused by Owner-supplied materials may result in additional charges.

1. Payment Terms

Owner agrees to pay Northstar Construction according to the payment schedule, proposal, invoice, deposit requirement, draw schedule, progress billing, or approved change order.

Payments are due when stated. If no specific due date is stated, payment is due upon receipt of the invoice or payment request.

Timely payment is a material term of this agreement. Northstar Construction may suspend work, delay scheduling, stop ordering materials, pause subcontractors, withhold further services, remove scheduled labor, delay inspections, or terminate the agreement if payment is not made when due.

Delay in payment may delay the project and may result in additional charges, including but not limited to administrative costs, demobilization costs, remobilization costs, supplier charges, subcontractor delay charges, storage costs, collection costs, interest, attorney’s fees, lien costs, and other remedies allowed by contract or law.

1. Deposits and Preconstruction Payments

Deposits, mobilization payments, design payments, planning payments, procurement payments, material deposits, special-order payments, and preconstruction payments may be required before work begins or before materials are ordered.

Such payments may be used for scheduling, planning, administrative preparation, design coordination, procurement, labor allocation, supplier deposits, subcontractor commitments, and project mobilization.

Special-order, custom, fabricated, modified, or non-returnable materials may not be refundable once ordered.

1. Returned Payments, Defective Payments, Chargebacks, and Theft of Service Notice

Owner acknowledges and agrees that all labor, construction services, remodeling services, repair services, project management services, supervision, trade coordination, scheduling, procurement, materials, administrative work, and related services provided by Northstar Construction are provided only for compensation.

If Owner fails to make a required payment, misses a payment deadline, stops payment, provides a check, ACH, credit card, debit card, electronic payment, wire, draft, or other payment method that is returned, rejected, reversed, declined, dishonored, charged back, insufficient, defective, fraudulent, unauthorized, disputed without lawful basis, or otherwise not collectible, Northstar Construction may immediately suspend work and pursue all civil, contractual, statutory, equitable, and legal remedies available.

Owner further acknowledges that obtaining labor, materials, construction services, remodeling services, or project management services with intent to avoid payment may constitute Theft of Service under applicable Texas law. Owner also acknowledges that dishonored checks, returned payments, reversed payments, false payments, fraudulent payments, or similar defective payment instruments may create legal consequences where the statutory requirements are met.

Northstar Construction reserves the right to refer any matter involving suspected fraud, deception, false payment, intentional nonpayment, stopped payment, returned payment, payment reversal, chargeback abuse, bad check, insufficient funds, or intentional avoidance of payment to law enforcement, the district attorney, or any other appropriate authority for criminal investigation or prosecution where permitted by law.

This provision does not limit Northstar Construction’s right to suspend work, terminate the agreement, file a mechanic’s lien, pursue collection, recover attorney’s fees, recover interest, recover damages, report unpaid amounts to lawful collection channels, or pursue any other remedy available under Texas law.

1. Late Fees, Interest, and Collection Costs

Past-due amounts may accrue interest at the maximum rate allowed by law or at the rate stated in the Proposal, invoice, or agreement.

Owner agrees to pay reasonable costs of collection, including attorney’s fees, filing fees, lien preparation fees, court costs, arbitration costs, mediation costs, expert fees, administrative costs, and other expenses incurred by Northstar Construction in collecting unpaid amounts or enforcing this agreement.

1. Mechanic’s Lien Rights

Northstar Construction reserves all lien rights, constitutional lien rights, statutory lien rights, bond rights, payment rights, retainage rights, and other remedies available under Texas law.

Nothing in this agreement shall be interpreted as a waiver of Northstar Construction’s right to file, perfect, enforce, or pursue a mechanic’s lien, contractor’s lien, constitutional lien, statutory lien, or other claim for unpaid labor, materials, services, improvements, or project-related charges.

1. Project Schedule

Northstar Construction will make reasonable efforts to complete the project within the estimated schedule. However, all schedules are estimates unless expressly stated otherwise in writing.

Northstar Construction is not responsible for delays caused by weather, inspections, permitting, plan review, change orders, Owner decisions, late selections, material delays, labor shortages, subcontractor availability, supplier delays, utility companies, engineering requirements, unforeseen conditions, unsafe conditions, acts of God, illness, emergencies, supply chain disruptions, manufacturer delays, code requirements, HOA delays, payment delays, or other circumstances beyond Contractor’s reasonable control.

Any delay caused by Owner, Owner’s representatives, other contractors, design professionals, HOA approvals, payment delays, selection delays, lack of access, or decision delays may extend the project schedule and may result in additional charges.

1. Access to Property

Owner shall provide Northstar Construction and its employees, subcontractors, vendors, inspectors, suppliers, delivery personnel, and authorized representatives reasonable access to the property during normal working hours and as otherwise reasonably required for the project.

Owner shall ensure that the work area is reasonably available, safe, accessible, and free from obstructions, pets, personal property, vehicles, unauthorized persons, and other interference.

Owner shall provide access to electricity, water, parking, restroom facilities if agreed or required, and other reasonable utilities or site access needed to perform the work unless otherwise stated in writing.

1. Occupied Homes and Site Conditions

If Owner occupies the property during construction, Owner understands that construction may create dust, noise, vibration, temporary utility interruptions, limited access, odors, storage issues, safety concerns, and inconvenience.

Owner is responsible for keeping children, pets, guests, tenants, and unauthorized persons away from work areas, tools, materials, equipment, ladders, scaffolding, dumpsters, temporary barriers, and active construction zones.

Northstar Construction may require restricted access to certain areas for safety, workflow, material staging, or quality control.

1. Protection of Personal Property

Owner is responsible for removing or protecting furniture, valuables, electronics, artwork, fragile items, sentimental items, clothing, personal property, documents, vehicles, appliances, and belongings from the work area and adjacent areas that may be affected by dust, vibration, movement, traffic, or construction activity.

Northstar Construction will take reasonable care to protect the work area but is not responsible for damage to items that Owner fails to remove or properly protect.

1. Dust, Noise, Vibration, and Construction Conditions

Owner understands that remodeling and construction work may create dust, noise, vibration, odors, temporary utility interruptions, limited access, inconvenience, and disruption.

Northstar Construction will make reasonable efforts to control construction impacts but cannot eliminate them entirely.

Dust barriers, temporary protection, floor covering, air scrubbers, special containment, temporary walls, enhanced cleaning, or special protection may be provided only if included in the scope or approved by change order.

1. Utilities and Existing Systems

Northstar Construction is not responsible for the condition, capacity, safety, code compliance, or performance of existing electrical, plumbing, HVAC, gas, drainage, sewer, structural, roofing, insulation, framing, foundation, mechanical, or utility systems unless expressly included in the written scope of work.

If existing systems are found to be unsafe, defective, undersized, improperly installed, damaged, deteriorated, or noncompliant, additional work may be required by change order.

1. Subcontractors, Vendors, and Specialty Trades

Northstar Construction may use employees, subcontractors, suppliers, consultants, vendors, or specialty trades to perform portions of the work.

Northstar Construction shall retain responsibility for coordinating work within Contractor’s agreed scope. Owner shall not directly instruct, hire, supervise, interfere with, or make separate agreements with Northstar Construction’s subcontractors or vendors regarding the project.

Any separate work performed by Owner’s own contractors, vendors, workers, friends, family members, or other third parties is not the responsibility of Northstar Construction.

1. Owner’s Separate Contractors

If Owner hires separate contractors or allows others to perform work on the property during the project, Owner is responsible for coordinating such work so it does not interfere with Northstar Construction’s work, schedule, safety, quality, warranties, inspections, or trade sequencing.

Northstar Construction is not responsible for damage, delay, defects, failed inspections, warranty issues, or project impacts caused by Owner’s separate contractors or third parties.

1. Workmanship Warranty

Northstar Construction warrants that its work will be performed in a professional and workmanlike manner.

Unless otherwise stated in writing, Northstar Construction’s workmanship warranty is limited to work actually performed by Northstar Construction and does not cover pre-existing conditions, normal wear and tear, misuse, neglect, lack of maintenance, owner-caused damage, third-party work, manufacturer defects, movement of the structure, foundation movement, weather events, water intrusion from unrelated sources, humidity changes, temperature changes, pest damage, mold, or natural material variation.

Manufacturer warranties, if any, apply directly from the manufacturer and are limited to the manufacturer’s terms.

1. Exclusions from Warranty

The warranty does not cover:

Pre-existing defects or hidden conditions;

Damage caused by others after Northstar Construction’s work is complete;

Owner-supplied materials;

Normal wear and tear;

Cosmetic variations in natural materials;

Cracking caused by foundation movement, settlement, framing movement, temperature change, or humidity change;

Damage caused by leaks, water intrusion, storms, flooding, fire, pests, mold, improper maintenance, or misuse;

Work altered, repaired, or modified by others;

Manufacturer defects or discontinued materials;

Items not included in Northstar Construction’s written scope of work;

Color variations, texture variations, grain variations, stone variations, wood movement, grout color variations, or other normal variations in construction materials;

Cosmetic imperfections that are within customary construction tolerances.

1. Punch List and Substantial Completion

A project is substantially complete when the work is sufficiently complete for its intended use, even if minor punch-list items remain.

Owner shall provide any punch-list items in writing within a reasonable time after substantial completion.

Northstar Construction will review legitimate punch-list items and complete approved corrections within a reasonable time, subject to material availability, scheduling, inspections, weather, access, and payment status.

Minor punch-list items, warranty items, delayed specialty items, or backordered materials do not relieve Owner from the obligation to make payment for completed work.

1. Final Payment

Final payment is due upon substantial completion unless otherwise stated in writing.

Owner may not withhold final payment for work outside the contracted scope, minor punch-list items, warranty issues, backordered items, manufacturer delays, or items caused by others.

Northstar Construction may condition warranty service, final documentation, release of project materials, or additional work on receipt of final payment.

1. Photographs, Videos, and Marketing

Owner authorizes Northstar Construction to photograph and video the project before, during, and after construction for documentation, quality control, progress updates, internal records, marketing, social media, website use, portfolio use, advertising, and business records.

Northstar Construction will make reasonable efforts not to disclose private personal information, sensitive documents, or unnecessarily identify Owner unless Owner separately authorizes such use.

1. Communication and Project Management

Owner agrees to communicate project questions, approvals, selections, concerns, and change requests through Northstar Construction’s approved communication methods, including email, text, project management software, client portal, written forms, or other approved systems.

Verbal statements, informal discussions, or field conversations do not modify the contract unless confirmed in writing by Northstar Construction.

Owner is responsible for reviewing project communications, invoices, payment requests, change orders, selection requests, and scheduling updates in a timely manner.

1. Insurance

Northstar Construction shall maintain insurance as required for its business operations.

Owner is responsible for maintaining homeowner’s insurance, property insurance, flood insurance if applicable, builder’s risk insurance if applicable, and any other insurance covering the property, contents, existing structures, personal property, temporary housing, loss of use, and risks not caused by Northstar Construction’s negligence.

Owner should notify their insurance carrier before beginning major remodeling, renovation, addition, or construction work.

1. Limitation of Liability

To the fullest extent permitted by law, Northstar Construction shall not be liable for indirect, incidental, special, consequential, punitive, speculative, or emotional damages, including loss of use, inconvenience, emotional distress, lost profits, financing costs, temporary housing costs, business losses, delay damages, or loss of enjoyment unless expressly required by law.

To the fullest extent permitted by law, Northstar Construction’s liability shall be limited to the amount paid by Owner to Northstar Construction for the specific work giving rise to the claim, except where prohibited by law.

1. Indemnification

Owner agrees to indemnify and hold harmless Northstar Construction from claims, damages, losses, liabilities, costs, and expenses arising from Owner’s breach of this agreement, inaccurate information provided by Owner, Owner-supplied materials, Owner’s separate contractors, unsafe conditions created by Owner or third parties, interference with the work, failure to disclose known defects, or claims arising from persons or property under Owner’s control, except to the extent caused by Northstar Construction’s proven negligence or willful misconduct.

1. Dispute Resolution, Notice of Claim, Arbitration, and Civil Court

Owner and Northstar Construction agree to make a good-faith effort to resolve any concern, complaint, disagreement, payment dispute, workmanship issue, warranty issue, construction defect claim, delay claim, contract claim, misrepresentation claim, negligence claim, statutory claim, or other dispute arising out of or related to the Proposal, project, agreement, work, services, materials, payments, change orders, warranty, or relationship between the parties.

33.1 Written Notice Required Before Legal Action

Before initiating arbitration, civil litigation, a lawsuit, or any other formal legal proceeding against Northstar Construction, Owner must provide Northstar Construction with written notice of the claim at least ninety (90) days before filing or initiating such action.

The written notice must include:

a. The property address;

b. The name of the Owner or person making the claim;

c. A detailed description of the complaint or claim;

d. The date or approximate date the issue was discovered;

e. Photographs, documents, invoices, inspection reports, expert reports, or other materials supporting the claim, if available;

f. The specific relief, repair, payment, credit, or action requested; and

g. A reasonable opportunity for Northstar Construction to inspect, evaluate, respond to, and, where appropriate, offer to repair, correct, settle, or otherwise resolve the issue.

Failure to provide the required 90-day written notice shall be a contractual defense to premature arbitration, litigation, or other legal action to the fullest extent permitted by law.

33.2 Opportunity to Inspect and Cure

Owner shall provide Northstar Construction a reasonable opportunity to inspect the alleged issue before Owner performs repairs, hires another contractor, removes materials, alters the work, conceals the condition, or destroys evidence.

Except in an emergency involving immediate risk of injury, active water intrusion, fire, structural danger, or other urgent condition, Owner shall not perform or authorize corrective work by others until Northstar Construction has had a reasonable opportunity to inspect and respond.

If Owner fails to provide Northstar Construction a reasonable opportunity to inspect, document, and cure the alleged issue, Owner may waive or limit any claim related to that issue to the fullest extent permitted by law.

33.3 Mandatory Independent Arbitration

Any dispute, claim, complaint, controversy, or cause of action arising out of or relating to the Proposal, agreement, project, work, services, materials, payments, change orders, warranty, workmanship, alleged defects, delays, representations, or relationship between the parties shall first be submitted to binding arbitration before a neutral and independent arbitrator.

The arbitrator shall be independent, neutral, and not employed by either party. Unless the parties agree otherwise in writing, the arbitration shall take place in the Texas county where the project is located.

The arbitrator shall have authority to decide issues of liability, damages, contract interpretation, payment disputes, workmanship disputes, warranty disputes, construction defect claims, attorney’s fees, costs, and any other dispute between the parties, subject to the terms of this agreement and applicable law.

33.4 Arbitration Before Civil Court

Owner agrees that Owner may not file or pursue a civil lawsuit against Northstar Construction concerning any claim covered by this agreement until the required notice period has expired and the arbitration process has been completed, except where court action is necessary to compel arbitration, enforce an arbitration award, preserve lien rights, collect unpaid amounts, seek emergency injunctive relief, or pursue remedies that cannot legally be waived or delayed.

If Owner disagrees with the arbitrator’s ruling, Owner may seek review, confirmation, modification, correction, vacation, or other relief in a court of competent jurisdiction only as permitted by applicable law.

Nothing in this section shall prevent Northstar Construction from pursuing payment, filing or enforcing mechanic’s lien rights, sending notices required by law, pursuing collection, seeking emergency relief, referring suspected criminal conduct to law enforcement, or taking other action necessary to protect its legal rights.

33.5 Costs, Fees, and Attorney’s Fees

The arbitrator may award attorney’s fees, arbitration fees, expert fees, costs, collection costs, interest, damages, and other relief to the prevailing party where permitted by the agreement or applicable law.

If Owner files a lawsuit or formal proceeding without first complying with the notice and arbitration requirements of this agreement, Northstar Construction may seek dismissal, abatement, referral to arbitration, attorney’s fees, costs, and any other relief permitted by law.

33.6 Continued Performance and Payment Obligations

Unless Northstar Construction elects to suspend work due to nonpayment, unsafe conditions, defective payment, breach of contract, or other reasonable cause, the parties shall continue to perform their undisputed obligations while a dispute is pending.

Owner may not withhold payment for completed or undisputed work based on unrelated complaints, minor punch-list items, warranty issues, or disputed items that do not prevent substantial completion.

1. No Public Complaints Before Good-Faith Resolution Process

Owner agrees to make a good-faith effort to resolve any complaint directly with Northstar Construction through the notice, inspection, cure, and dispute-resolution process stated in this agreement before publishing, posting, distributing, or encouraging negative statements, reviews, accusations, complaints, or claims regarding Northstar Construction, its owners, employees, subcontractors, vendors, or project work.

Nothing in this section prevents Owner from making truthful statements required by law, communicating with legal counsel, responding to lawful process, reporting an emergency, or exercising rights that cannot legally be waived.

However, Owner agrees not to publish false, misleading, incomplete, defamatory, or bad-faith statements concerning Northstar Construction.

Northstar Construction reserves all rights and remedies for false statements, defamatory statements, tortious interference, reputational harm, harassment, or bad-faith conduct.

1. Attorney’s Fees and Collection Costs

If Northstar Construction must take action to collect unpaid amounts, enforce the agreement, defend against improper claims, pursue lien rights, compel arbitration, enforce an arbitration award, or recover damages, Owner may be responsible for reasonable attorney’s fees, collection costs, filing fees, lien costs, court costs, arbitration costs, administrative costs, expert fees, and other expenses permitted by law.

1. Cancellation, Suspension, or Termination by Owner

Owner may cancel, suspend, or terminate the project only in accordance with the written agreement and applicable law.

If Owner cancels, delays, suspends, or terminates the project after approval, Owner remains responsible for all work performed, materials ordered, supplier charges, subcontractor commitments, administrative costs, design or planning work, demobilization, restocking fees, non-refundable deposits, custom materials, special-order materials, and other costs incurred by Northstar Construction.

1. Suspension or Termination by Northstar Construction

Northstar Construction may suspend or terminate work for nonpayment, returned payment, defective payment, chargeback, unsafe conditions, Owner interference, failure to make selections, failure to provide access, failure to approve required changes, unlawful requests, material breach of contract, concealed conditions, hostile work environment, or other reasonable cause.

Suspension or termination does not waive Northstar Construction’s right to payment for work performed, materials ordered, services provided, costs incurred, overhead, profit, collection costs, attorney’s fees, lien rights, arbitration rights, or other remedies.

1. Ownership of Documents

Drawings, estimates, pricing structures, proposals, designs, specifications, schedules, photographs, videos, takeoffs, templates, measurements, internal documents, and project documents prepared by Northstar Construction remain Northstar Construction’s business property unless otherwise agreed in writing.

Owner may use final documents for the specific project for which they were prepared but may not reuse, reproduce, distribute, copy, publish, or provide Northstar Construction’s documents to another contractor for bidding, construction, pricing, or project duplication without written permission.

1. No Third-Party Beneficiaries

This agreement is between Owner and Northstar Construction. No third party shall have rights under this agreement unless expressly stated in writing.

1. Force Majeure

Northstar Construction shall not be liable for delay or failure to perform caused by events beyond its reasonable control, including weather, storms, flooding, fire, labor shortages, material shortages, supplier delays, utility outages, acts of God, government action, permitting delays, inspection delays, illness, emergencies, transportation delays, manufacturer delays, war, civil unrest, or other circumstances beyond Contractor’s control.

1. No Waiver

Northstar Construction’s failure to enforce any term does not waive its right to enforce that term later.

Any waiver must be in writing and signed by Northstar Construction.

1. Severability

If any term, sentence, paragraph, section, clause, limitation, remedy, waiver, arbitration requirement, notice requirement, fee provision, or other part of this agreement is found to be invalid, unlawful, void, or unenforceable by an arbitrator or court of competent jurisdiction, that provision shall be modified and enforced to the maximum extent permitted by law.

If modification is not permitted, the invalid or unenforceable portion shall be severed from the agreement, and all remaining terms shall remain valid, binding, and enforceable.

The parties agree that the invalidity or unenforceability of one provision shall not affect the validity or enforceability of the remaining agreement.

1. Entire Agreement

The written contract, proposal, scope of work, approved change orders, invoices, payment schedule, plans, selections, and these Terms & Conditions constitute the agreement between the parties.

Any prior discussions, verbal statements, advertisements, emails, informal understandings, or representations are not binding unless included in the written agreement.

1. Governing Law and Venue

This agreement shall be governed by the laws of the State of Texas.

Any legal action permitted after compliance with the notice and arbitration provisions of this agreement shall be brought in a court of competent jurisdiction in the Texas county where the project is located, unless otherwise required by law.

1. Client Acknowledgment

By approving the Proposal, signing the agreement, making a deposit, making a payment, authorizing work to begin, approving work through email, text, or project management software, or allowing Northstar Construction to perform work on the property, Owner acknowledges that Owner has read, understands, and agrees to these Contract Terms & Conditions.

Owner acknowledges that, if applicable, this project is subject to Texas residential construction disclosure requirements and Chapter 27 notice and opportunity-to-inspect provisions.

Owner acknowledges and this agreement is a continuation of the agreement the owner signed with Northstar to approve the work described in the estimate.