Procurement and Contracts

SAMPLE CONSTRUCTION CONTRACT

(For guidance only - change to incorporate specifics of your project)

7 Pages

This agreement is made this <date> by and between < !"T#$ T!#>% <$&&#'((>(hereinafter ) ontractor)) and <!*"'# !F !"T#$ T $"& $&&#'((> (hereinafter )!wner))+ WITNESSETH The owner does hereby employ the ontractor to do all the wor, and pro-ide all the materials% tools% machinery and super-ision necessary for the construction of a <&'( #.PT.!" !F *!#/> in the <(.T'>% the total sum of <$0!1"T>% all in accordance with the drawings% and specifications which are attached hereto as '2hibit 333 and e2pressly incorporated herein by reference and made a part hereof+ #eference is made to an accompanying contract with <(14 !"T#$ T!#% *5'#' $PP6. $46'> which will be <."('#T $ &'( #.PT.!" !F T5' $ T.7.T8> associated with this project+ The ontractor shall commence the wor, to be performed within 333 days from the date of the "otice to Proceed% and shall complete the wor, 333 days thereafter% or by <&$T'>% whiche-er comes later% time being of the essence of this contract+ The ontractor shall carry liability insurance with the limits of <$0!1"T> for injury to or death of one person% <$0!1"T> for injuries or death suffered in one accident and <$0!1"T> property damage and *or,man9s ompensation insurance and shall pro-ide !wner with proof of such insurance+ Hold Harmless The ontractor agrees to defend% indemnify and hold the owner harmless from any liability or claim for damage because of bodily injury% death% property damage% sic,ness% disease or loss and e2pense arising from the ontractors9 negligence in the performance of the construction ontract+ 'ach ontractor and subcontractor is acting in the capacity of an independent ontractor with respect to the !wner+ The ontractor further agrees to protect% defend and indemnify the !wner from any claims by laborers% subcontractors or materialmen for unpaid wor, or labor performed or materials supplied in connection with the onstruction ontract+ Assignment of Contract The contractor agrees not to assign the !wner+ Change Orders The ontractor agrees not to ma,e any changes in the schedule of wor,% design% or of the specifications without written authori:ation by the !wner+ onstruction ontract without the written consent of the

Revised March 2013

Procurement and Contracts

SAMPLE CONSTRUCTION CONTRACT

Lien Wai ers

(continued)

The ontractor shall protect% defend and indemnify the !wner from any claims for unpaid wor,% labor or materials+ !eneral !"arantee The ontractor shall remedy any defect due to faulty material or wor,manship and pay for any damage to other wor, resulting therefrom which shall appear within the period of one year from final payment+ Further% the ontractor will furnish !wner with all manufacturer9s and supplier9s written guarantees and warranties co-ering materials and e;uipment furnished under this ontract+ Permits and Codes The !wner shall obtain all necessary building permits% including those re;uired by the <01". .P$6.T8>% <(T$T' $<'" 8>% and $ct =>? as applicable+ The ontractor will secure at his@her own e2pense any other necessary permits and licenses re;uired to do the wor, and will comply with all building and code regulations and ordinances whether or not co-ered by the specifications and drawings for the wor,+ Wor# Performance A) The ontractor shall protect all wor, adjacent to the ontract site from any damage resulting from the wor, of the ontractor and shall repair or replace any damaged wor, at his@her own e2pense+ =) The ontractor shall replace and put in good condition any e2isting conditions damaged in carrying out the contract+ B) The ontractor shall ta,e all precautions to protect persons from injury and unnecessary interference or incon-enience+ C) The ontractor shall conduct his acti-ities in a business li,e manner and adhere to the reasonable wishes of the !wner in relation to his wor,ing schedule+ Condition of Premises The ontractor agrees to ,eep the premises clean and orderly and to remo-e all debris as needed during the hours of wor, in order to maintain wor, conditions which do not cause health or safety ha:ards+

Revised March 2013

Procurement and Contracts

SAMPLE CONSTRUCTION CONTRACT

Use of Utilities

(continued)

The !wner shall permit the ontractor to use% at no cost% power and water necessary to the carrying out and completion of the wor,+ Use of On Site Loam !wner $grees as part of this contract to allow the ontractor use of on-site loam to the degree a-ailable as necessary for the completion of the project+ Ins$ection The !wner shall ha-e the right to inspect all wor, performed under this contract+ $s well it shall be a condition of this contract that all wor, that needs to be inspected or tested and certified by the engineer as a condition of the &ept+ of 'n-ironmental onser-ation Permit% (or other (tate agency)% or inspected and certified by the local health officer% shall be done at each necessary stage before further construction can continue+ $ll inspection and certification will be done at the !wner9s e2pense+ Failure to follow this re;uirement will be grounds for termination of the contract+ Right to Sto$ Wor# .f the ontractor fails to correct defecti-e wor, or persistently fails to supply materials or e;uipment in accordance with the ontract &ocuments% the !wner may order the ontractor to stop the wor,% or any portion thereof% until the cause for such order has been eliminated+ Pa%ment Sched"le Payments for wor, shall be as followsD Payments shall be disbursed based on the attached schedule of -alues+ *ithin three days of notification by the ontractor of each stage of completion% the !wner or its designee will inspect and appro-e the wor,% or re;uest any necessary adjustments in the wor,+ The !wner agrees to ma,e payments to the ontractor within ten days of appro-ing wor,+ Contract Sec"rit% ontractor shall furnish bonds co-ering the faithful performance of the ontract and the payment of all obligations related thereto and as re;uired in the instructions to bidders or elsewhere in this ontract+

Revised March 2013

SAMPLE CONSTRUCTION CONTRACT

(continued)

Contract Sec"rit% &In lie" of con entional $erformance and $a%ment 'onds( ontractor shall grant to !wner a mortgage on certain property in <6! $T.!"> as set forth in '2hibit 333+ The mortgage shall secure the performance by ontractor of all of ontractor9s obligations under this agreement including% but not limited to% completion of the wor, for the ontract9s priceE indemnification of !wner from claims as set forth in this agreementE ontractor9s general guarantee of materials and wor,manship% and any special or conse;uential damages to which !wner may be entitled as a result of breach of this ontract by ontractor+ The mortgage shall further secure the payment of any award to !wner pursuant to arbitration as pro-ided herein+ ontractor ac,nowledges that this mortgage is being accepted by !wner in lieu of a con-entional performance and payment bond with a commercial surety% as well as !wner9s agreement not to re;uire retainage during construction+ ontractor further ac,nowledges that the !wner has a limited ability to complete the ontract on its own in the e-ent of ontractor9s default% and that the !wner may freely assign the mortgage and any interests it may ha-e as mortgagee+ !wner agrees that the ontractor shall be entitled to a discharge of the mortgage one year from the date that the final payment for the completion of the wor, is made% or 333 days following payment in full by ontractor of any award to !wner pursuant to arbitration pending at the end of the one-year period% whiche-er occurs later+ Li)"idated *amages ontractor hereby agrees to commence wor, under this contract within <&$8(> days of the "otice to Proceed and to fully complete the project within <&$8(> consecuti-e calendar days thereafter+ ontractor further agrees to pay as li;uidated damages% the sum of <$0!1"T> for each consecuti-e calendar day thereafter+ These damages shall not apply% should unforeseeable causes beyond the control and without the fault or negligence of the ontractor cause delays in the completion of this project+ Ta+es The !wner hereby agrees to supply the ontractor with its ta2-e2empt number for relief from the sales ta2 on purchase of materials% if applicable+ Ar'itration A) $ll claims% disputes% and other matters in ;uestion arising out of% or relating to% the ontract &ocuments or the breach thereof% e2cept for claims which ha-e been wai-ed by the ma,ing and acceptance of final payment% shall be decided by $rbitration in accordance with the construction .ndustry $rbitration #ules of the $merican $rbitration $ssociation (or other arbitration rules)+ This agreement to arbitrate shall be specifically enforceable under the pre-ailing arbitration law+ The award rendered by the arbitrators shall be final% and judgement may be entered upon it in any court ha-ing jurisdiction thereof+ $ny award shall pro-ide for payment within B? days of the date of the award+

SAMPLE CONSTRUCTION CONTRACT

(continued)

=) "otice of the demand for arbitration shall be filed in writing with the other party to the !"T#$ T &! 10'"T( and with the <$#4.T'#=(>% <$&&#'((>) &emand for arbitration shall in no e-ent be made on any claim% dispute or other matter in ;uestion which would be barred by the applicable statue of limitations+ B) The ontractor will carry on the wor, and maintain the progress schedule during any arbitration proceedings% unless otherwise mutually agreed in writing+ !o erning La, #eference is made to the attached <rant $greement <F33333333333> between the Town of <01". .P$6.T8> and the 7ermont ommunity &e-elopment Program% and the ontractor agrees to abide by the following laws and regulation and to ma,e all records% in-oices% materials% payrolls% records of personnel% conditions of employment and other documentary data a-ailable at any time for the purpose of an audit and to ensure compliance with rele-ant lawsD A) ';ual 'mployment !pportunityD The ontractor shall not discriminate against any employee or applicant for employment on the basis of race% color% se2% religion% or national originE =) Title 7. of the i-il #ights $ct of AGHC% as amendedE

B) The &a-is-4acon $ct (*age #ate &etermination attached)E C) The ontract *or, 5ours and (afety (tandards $ctE ommunity &e-elopment $ct of AG7C% as amendedE

>) Title . of the 5ousing and H) The

opeland $nti-/ic,bac, $ctE ommunity &e-elopment $ctE

7) The 7ermont

I) The "ational 'n-ironmental Policy $ct ("'P$)E G) (ection B

$ll section B co-ered contracts shall include the following clause (referred to as the section B clause)D $+ The wor, to be performed under this contract is subject to the re;uirements of section B of the 5ousing and 1rban &e-elopment $ct of AGHI% as amended% A= 1+(+ + A7?Au (section B)+ The purpose of section B is to ensure that employment and other economic opportunities generated by 51& assistance or 51&assisted projects co-ered by section B% shall% to the greatest e2tent feasible% be directed to low- and -ery low-income persons% particularly persons who are recipients of 51& assistance for housing+ 4+ The parties to this contract agree to comply with 51&Js regulations in =C F# part AB>% which implement section B+ $s e-idenced by their e2ecution of this contract% the parties to this contract certify that they are under no contractual or other impediment that would pre-ent them from complying with the part AB> regulations+ + The contractor agrees to send to each labor organi:ation or representati-e of wor,ers with which the contractor has a collecti-e bargaining agreement or other understanding% if any% a notice ad-ising the

SAMPLE CONSTRUCTION CONTRACT

(continued)

labor organi:ation or wor,ersJ representati-e of the contractorJs commitments under this section B clause% and will post copies of the notice in conspicuous places at the wor, site where both employees and applicants for training and employment positions can see the notice+ The notice shall describe the section B preference% shall set forth minimum number and job titles subject to hire% a-ailability of apprenticeship and training positions% the ;ualifications for eachE and the name and location of the person(s) ta,ing applications for each of the positionsE and the anticipated date the wor, shall begin+ &+ The contractor agrees to include this section B clause in e-ery subcontract subject to compliance with regulations in =C F# part AB>% and agrees to ta,e appropriate action% as pro-ided in an applicable pro-ision of the subcontract or in this section B clause% upon a finding that the subcontractor is in -iolation of the regulations in =C F# part AB>+ The contractor will not subcontract with any subcontractor where the contractor has notice or ,nowledge that the subcontractor has been found in -iolation of the regulations in =C F# part AB>+ '+ The contractor will certify that any -acant employment positions% including training positions% that are filled (A) after the contractor is selected but before the contract is e2ecuted% and (=) with persons other than those to whom the regulations of =C F# part AB> re;uire employment opportunities to be directed% were not filled to circum-ent the contractorJs obligations under =C F# part AB>+ F+ "oncompliance with 51&Js regulations in =C F# part AB> may result in sanctions% termination of this contract for default% and debarment or suspension from future 51& assisted contracts+ <+ *ith respect to wor, performed in connection with section B co-ered .ndian housing assistance% section 7(b) of the .ndian (elf-&etermination and 'ducation $ssistance $ct (=> 1+(+ + C>?e) also applies to the wor, to be performed under this contract+ (ection 7(b) re;uires that to the greatest e2tent feasible (i) preference and opportunities for training and employment shall be gi-en to .ndians% and (ii) preference in the award of contracts and subcontracts shall be gi-en to .ndian organi:ations and .ndian-owned 'conomic 'nterprises+ Parties to this contract that are subject to the pro-isions of section B and section 7(b) agree to comply with section B to the ma2imum e2tent feasible% but not in derogation of compliance with section 7(b)+

A?) $dditional citations as applicable+ Retention of and Access to Records $uthori:ed representati-es of the (ecretary of the $gency% the (ecretary of 51&% the .nspector <eneral of the 1nited (tates% the 1+(+ <eneral $ccounting !ffice% the <01". .P$6.T8>% or other pertinent party to this 7 &P <rant shall ha-e access to all boo,s% accounts% records% reports% files% papers% things% or property belonging to% or in use by% the <rantee pertaining to the receipt and administration of 7ermont ommunity &e-elopment Program Funds% as may be necessary to ma,e audits% e2aminations% e2cerpts% and transcripts+ Financial records% supporting documents% statistical records% and all other records pertinent to this 7 &P-F1"&'& project shall be retained in separate records and for a minimum of three years after receipt of a ertificate of Program ompletion+ The abo-e re;uirements shall apply to all sub-grantees% contractors% and subcontractors who enter into contracts or agreements with the <rantee+

SAMPLE CONSTRUCTION CONTRACT

Conflict of Interest

(continued)

"o person who is an employee% agent% consultant% officer% or elected or appointed official of the <01". .P$6.T8> or other pertinent party may obtain a personal or financial interest or benefit form% or ha-e an interest in% this contract or the proceeds hereunder% either for themsel-es or for those with whom they ha-e family or business ties% during their tenure or for one year thereafter% if they e2ercise or ha-e e2ercised any functions or responsibilities with respect to the program or are in a position to participate in a decision-ma,ing process or gain inside information with regard to the program+ This ontract shall be construed under the laws of the (tate of 7ermont and may be modified or amended only by a written instrument e2ecuted by both the !wner and the ontractor+ ." *.T"'(( *5'#'!F% T5' !*"'# $"& T5' !"T#$ T!# 5$7' 'K' 1T'& T5.( !"T#$ T $( !F T5' &$T' F.#(T *#.TT'" $4!7'+

!"T#$ T!# "$0' $1T5!#.L'& (.<"$T1#'

!*"'# "$0'

(' #'T$#8@T#'$(1#'#