ADVERTISEMENT

INSTRUCTIONS TO BIDDERS

FORM OF PROPOSAL

GENERAL CONDITIONS

SPECIAL CONDITIONS

CONSTRUCTION SPECIFICATIONS

FORM OF AGREEMENT

CONTRACT BOND

LIST OF CONTRACT DOCUMENTS

TOWAMENCIN TOWNSHIP, MONTGOMERY COUNTY, PA

SUMNEYTOWN PIKE (SR 0063) SIGNAL SYSTEM UPGRADE

This project is partially financed through the Commonwealth of Pennsylvania, Department of Transportation GLG grant program Agreement #C920003357 to Towamencin Township.

ENGINEER:

BOWMAN CONSULTING GROUP, LTD.

425 COMMERCE DRIVE, SUITE 200

FORT WASHINGTON, PA 19034

PHONE: (215) 283-9444

FAX: (215) 283-9447

DATE: 11/1

BOWMAN PROJECT NO: 314081-01-009 _________________________

Rebekah Landis, P.E.

All documents prepared by Bowman Consulting Group, Ltd. (Bowman) are instruments of service in respect of the project. They are not intended or represented to be suitable for reuse by Owner or others on extensions of the Project or on any other project. Any reuse without written verification or adaptation by Bowman will be at Owner's sole risk and without liability or legal exposure to Bowman; and Owner will indemnify, and hold harmless Bowman from all acts, claims, damages, losses and expenses arising out of or resulting therefrom.

1 /2025 7 i

TABLE OF CONTENTS PAGE NO.

A - ADVERTISEMENT A-1

B - INSTRUCTIONS TO BIDDERS B-1

1. Bidder’s Responsibility B-1

2. Delivery of Proposals B-1

3. Addendums B-1

4. Proposal Guaranty B-1

5. Method for Submitting Bids B-1

6. Proof of Bidder’s Responsibility B-2

7. Changes While Bidding B-2

8. Bid Opening Procedure B-2

9. Collusive Bids B-3

10. Withdrawal of Bids B-3

11. Award of Contract B-3

12. Execution of Contract B-3

13. Failure to Execute Contract B-3

14. Subletting or Assigning of Contract B-4

15. Rejection of Proposals B-4

16. Sub-Surface Information B-4

C - FORM OF PROPOSAL C-1

1. Schedule of Prices C-2

2. Non-Collusion Affidavit of Prime Bidder C-3

3. Form of Guaranty C-4

4. Contractor’s Qualification Statement C-5

D - GENERAL CONDITIONS D-1

1. Definitions D-1

2. Other Contracts D-1

3. Sub-Contracts D-2

4. Mutual Responsibility of Contractor D-2

5. Fitting and Coordination of Work D-2

6. Superintendence by Contractor D-2

7. Permits, Licenses and Taxes D-2

8. Provisions Required by Law D-3

9. Protection of Work and Property D-3

10. Temporary Provision for Public Travel D-3

11. Shop Drawings D-3

12. Termination; Delays; Liquidated Damages D-4

13. Inconsistent Specifications and Drawings D-5

14. Use of Premises D-5 ii

TABLE OF CONTENTS (Continued) PAGE NO.

D - GENERAL CONDITIONS (Continued) D-5

15. Possession Prior to Completion D-5

16. Changes in the Work D-5

17. Claims for Extra Cost D-6

18. Disputes D-7

19. Materials and Workmanship D-7

20. Samples, Certificates and Tests D-8

21. Changes in Equipment and/or Materials D-8

22. Patents D-8

23. Warranty of Title D-9

24. The Owner's Right to do Work D-9

25. The Owner's Right to Terminate Contract D-9

26. Damages D-9

27. Engineers Status D-10

28. No Estoppel or Waiver of Legal Rights D-10

29. Safety and Health Regulations (OSHA) D-11

30. Arbitration D-11

31. Notice To Proceed D-11

32. Limitation of Operations D-12

33. Indemnification D-12

E - SPECIAL CONDITIONS E-1

1. Contract Security E-1

2. Contractor's Insurance E-1

3. Special Insurance E-2

4. Progress Schedule E-3

5. Location of Utilities E-3

6. Inspection of Work E-3

7. Use of Explosives E-4

8. Payment to Contractor E-4

9. Correction of Work After Final Payment E-4

10. General Guaranty E-4

11. Office Space (Deleted) E-4

12. Sanitary Facilities E-4

13. Water E-4

14. Electricity E-5

15. Lines, Grades and Construction Surveying E-5

16. Contract Standards Act E-5

17. Requirements under the Pennsylvania Prevailing Wage Act E-5

18. “Steel Products Procurement Act” E-7

19. Act 287 of 1974 E-7

20. Non-Discrimination/Sexual Harassment Clause E-7

21. Night, Holiday, and Weekend Work E-8

22. Sample Prevailing Wage Division Forms E-9 iii

TABLE OF CONTENTS (Continued) PAGE NO.

F - CONSTRUCTION SPECIFICATIONS F-1

1. General Conditions F-1

2. Technical Specifications F-6

G - FORM OF AGREEMENT G-1

1. Contractor’s Release G-6

2. Statement of Surety Company G-8

3. Accepting Provisions of the Workmen’s Compensation Act G-9

H - CONTRACT BOND H-1

Form of Performance Bond H-1 Form of Labor And Materials Bond H-1 Form of Maintenance Bond H-1

I - LIST OF CONTRACT DOCUMENTS I-1

A-1

A. ADVERTISEMENT

NOTICE TO BIDDERS

Notice is hereby given that Towamencin Township, Montgomery County, PA, 1090 Troxel Road, Lansdale, PA 19446 will accept sealed proposals for the Sumneytown Pike (SR 0063) Signal System Upgrade project within Towamencin Township. Bids will be accepted until 10:00 a.m., December 18th, 2025 via PennBid (Pennbid.Bonfirehub.com) only.

Plans and specifications are available online at no charge via PennBid (Pennbid.Bonfirehub.com).

Questions must be submitted via PennBid by December 15th, 2025 at 5:00 PM. Submission of a question does not guarantee that such question will be answered.

All proposals (bids) are to be accompanied by a bid bond or certified check in the amount of 10% of the total bid. The Township reserves the right to waive any minor informalities, irregularities or defects in the bid; or to reject any or all of the bids. The successful Bidder must comply with Pennsylvania Prevailing Wage Act.

All proposals (bids) are to be accompanied by the names and references (including person to contact) of all subcontractors to be used on the project.

All Bidders are required to establish proof of competency and responsibility, in accordance with 67 PA Code Chapter 457, Regulations Governing Prequalification of Prospective Bidders and PennDOT Form 408/2020, as supplemented and amended, Section 102. Subcontractors must prequalify in the same manner, if listed in the proposal or if they subsequently undertake the partial or total construction of one or more items of work. All Bidders and Subcontractors must be PennDOT prequalified.

No bid may be withdrawn within sixty (60) days after the opening thereof, during which time the Township may review the bids and investigate bidder qualifications.

By Order of the Board of Supervisors of Towamencin Township

David Kraynik Township Manager Towamencin Township

B-1

B. INSTRUCTIONS TO BIDDERS

1. BIDDER'S RESPONSIBILITY

Each bidder will familiarize themself with all of the attached forms, Instructions, General Conditions, Specifications, Drawings, etc., as they will be held responsible to fully comply therewith. Each bidder must visit the site of the work and acquaint themself with conditions affecting the work. It will be the contractor’s sole responsibility to estimate quantities for bidding purposes. The Contractor will bid the project as a line-item bid.

2. DELIVERY OF PROPOSALS

All bids shall be submitted electronically via the PennBid Program (Pennbid.Bonfirehub.com). It is the responsibility of the bidder to submit their bid prior to the time of opening. Any incomplete or partial bid may be disregarded by Towamencin Township. The following Documents are required to be completed and submitted via PennBid prior to the time of opening:

• Form of Proposal

• Schedule of Prices (PennBid)

• Non-Collusion Affidavit of Prime Bidder

• Form of Guaranty/Bid Bond

• Contractor’s Qualification Statement

• Public Works Employment Verification Form

• Worker Protection and Investment Certificate Form

3. ADDENDUMS

Bidders will acknowledge receipt of all addendums that have been issued during period of bidding and agree that said addenda will become part of this contract.

4. PROPOSAL GUARANTY

Each Proposal will be accompanied by either a certified check or Surety Company's Bid Bond as specified herein under "ADVERTISEMENT", in an amount of not less than ten (10) percent of the base bid, which check or bond will be payable to the Owner as payee or obligee, and will be forfeited as liquidated damages if the bidder fails to execute the contract in conformity with the Agreement incorporated in the Contract Documents, and furnish bonds as specified, within ten (10) days after receipt of Notice Of Award. Such checks or bid bonds will be returned, to all except the three lowest bidders immediately after the award, and the remaining unsuccessful bidders checks or bid bonds will be returned when the contracts executed by both parties are delivered to the successful bidder.

5. METHOD FOR SUBMITTING BIDS

All bids shall be submitted electronically via the PennBid Program (Pennbid.Bonfirehub.com).

If bidder has been incorporated in some state other than Pennsylvania, bidder will state whether the corporation is registered to do business in Pennsylvania. If bidder operates under an assumed or fictitious name, they will state whether such name has been registered in Pennsylvania.

No contract will be awarded to a bidder who is a foreign corporation or operating under a fictitious or assumed name unless they have complied or agreed to comply with the proper registration under the laws of this Commonwealth.

B-2

6. PROOF OF BIDDER'S RESPONSIBILITY

With the bid, bidder will file an experience questionnaire and financial statement with the Owner.

The questionnaire and statement will be certified to be true and correct by an affidavit sworn to or affirmed before a notary public, or other officer empowered to administer oaths or affirmations.

Upon request, bidder will prove that they have liquid assets, available for the project upon which they are bidding in an amount equal to fifteen per centum (15%) of the first $100,000.00 of the amount of the bid plus ten per centum (10%) of the next $900,000.00 plus five per centum (5%) of the remainder of the bid.

None of the following will be considered as liquid assets:

• Capital Stock of the Contractor.

• Accounts receivable against which assignments have been made.

• Equity in real estate.

• Life Insurance.

• Reserve representing pre-payment of taxes or other expenses.

• Deposits held as security for other contracts.

• Capital of proposed sub-contractors.

In addition to the financial qualifications, the bidder may be required to prove to the satisfaction of the Owner that they have successfully completed a contract for similar work in an amount of not less than seventy-five per centum (75%) of the amount of the proposed contract.

The foregoing will guide the Owner in determining the responsibility of the bidder, but additional information may be requested by the Owner whenever in its judgment such information is necessary to determine the responsibility of the bidder.

In the event the bidder fails, refuses or neglects to submit any required information within the reasonable time stated in any request therefore or fails to qualify as a responsible bidder; their proposal guaranty will be forfeited to the use of the Owner, not as a penalty, but as liquidated damages.

7. CHANGES WHILE BIDDING

During the bidding period, bidders may be furnished addenda or bulletins for additions to or alterations of the plans or specifications, if any, which will be included in the work covered by the Proposal and become a part of the contract documents.

If any prospective bidder on the proposed contract is in doubt as to the true meaning of any part of the plans, specifications or other proposed contract documents, they may submit to the Engineer, a written request via PennBid’s “Public Q&A” subtab within the “Messages” section for an interpretation thereof. Any interpretation of the proposed documents will be made only by an addendum duly issued and a copy of such addendum will be posted to PennBid’s “Public Files” and each prospective bidder will be notified via email. The Engineer and/or Owner will not be responsible for any other explanations or interpretations of the proposed documents.

8. BID OPENING PROCEDURE

Sealed proposals on projects will be received by the Owner until the time stated in the "Advertisement" at which time all proposals will be publicly opened and read. The Owner reserves the right to reject any or all bids, or parts thereof, as it may deem best for the interest of the Owner.

B-3

9. COLLUSIVE BIDS

The proposal of any bidder or bidders who engage in collusive bidding will be rejected. Any bidder who submits more than one proposal in such manner as to make it appear that the proposals submitted are on a competitive basis from different parties will be considered a collusive bidder. The Owner may reject the bid proposals of any collusive bidder upon bid opening. However, nothing in this section will prevent a bidder from superseding a bid proposal by a subsequent proposal delivered prior to bid opening, which expressly revokes the previous bid.

10. WITHDRAWAL OF BIDS

Bids may be electronically withdrawn at any time prior to the bid due date and time by clicking on Withdraw Bid, located at the bottom of the “Bid” tab. After bid opening, the PennBID system will automatically submit the bids, and no bidder may change or withdraw their bid within the time period indicated herein under "ADVERTISEMENT". Requests for withdrawal of bids after bid opening due to clerical error will be made in accordance with Commonwealth of Pennsylvania Act.

No. 4 (S.B. 793).

11. AWARD OF CONTRACT

The Owner will have the right to reject any or all proposals or any parts thereof or items therein. The Owner's Solicitor will have the right to waive technicalities for the best interests of the Owner. If an award of contract is made, it will be made to the lowest responsible bidder, within the time period indicated herein under "ADVERTISEMENT" on contract of $50,000 or less. On public contracts in excess of $50,000 the contract will be awarded to the lowest responsible bidder within 60 days of the bid opening or all bids will be rejected. Thirty-day extensions of time may be made by the mutual written consent of the Owner and the lowest responsible bidder. If the lowest bidder withdraws their bid or refuses award of contract, the Owner will have the right to award the contract to the next lowest responsible bidder or to reject all bids and re-bid the contract.

12. EXECUTION OF CONTRACT

The individual, firm or corporation to whom or to which the contract has been awarded within ten

(10) days after receipt of said documents will sign and return to the Owner, the contract documents and substitute for the certified check, or bid bond, which accompanied the proposal, a contract bond or bonds in the penal sum at least equal to the amount of such contract, for the faithful performance of the contract, and also an additional bond for labor and materials, in the penal sum at least equal to the amount of such contract, to cover the prompt payment in full for all materials furnished and labor supplied or performed, executed by a surety company or companies qualified to do business in the state where bid and a maintenance bond in the amount stipulated herein under "SPECIAL CONDITIONS". Each such bond will be on the form approved by the Owners Solicitor.

On contracts in excess of $50,000 the contract will be executed by the Owner and the successful bidder within 30 days of the date the contract is awarded unless the time will be extended by the mutual written consent of the Owner and the successful bidder.

No proposals or awards will be considered binding upon the Owner unless and until the contract documents are properly executed by both parties.

13. FAILURE TO EXECUTE CONTRACT

If the lowest responsible bidder to whom the contract is awarded fails to submit bonds or execute the contract within the time specified, the amount of the proposal guaranty will be paid to the Owner as

B-4 liquidated damages. In such case the Owner, at their discretion, may award the contract to the next lowest responsible bidder, or reject all bids.

14. SUBLETTING OR ASSIGNING OF CONTRACT

The Contractor will not sublet, sell, transfer, assign or otherwise dispose of the contract or any portion thereof, of their right, title or interest therein, without the written consent of the Owner.

15. REJECTION OF PROPOSALS

The right is reserved by the Owner at its discretion to reject any or all bids or parts thereof. Proposals may be rejected if they show any omission, alterations of form, addition or deductions not called for, conditional or uninvited alternate bids, or irregularities of any kind. However, the Owner reserves the right to waive any defects or irregularities on proposals.

16. SUB-SURFACE INFORMATION

If a prospective bidder desires to make foundations, borings, or soundings or to dig test pits at or near the site of the work they will do so at their own expense. Before making any excavations, borings or sounding or digging test pits the bidder will check the records for any municipal, public utility, or privately-owned structures that may be disturbed and notify the OWNER(s) in accordance with Act 287 of 1974 as amended of such structures seventy-two (72) hours in advance of starting work.

Bidders must obtain OWNER(s) permission before making any borings and will close bore holes and test pits.

C-1

C. FORM OF PROPOSAL

FOR:

TOWAMENCIN TOWNSHIP, MONTGOMERY COUNTY, PA

SUMNEYTOWN PIKE (SR 0063) SIGNAL SYSTEM UPGRADE

Towamencin Township, Montgomery County, PA

TO: Towamencin Township, 1090 Troxel Road, Lansdale, PA 19446 Attn: Mr. David Kraynik

This proposal is submitted in accordance with your advertisement inviting proposals to be received until 10:00 AM, December 18th, 2025.

The undersigned hereby declare(s) that ______________________________ carefully examined the

Advertisement, Plans, Specifications, Form of Agreement and Contract Bond for the project named above; that ______________________________ carefully examined the site of the project; and that ______________________________ will contract to carry out and complete the project as specified and delineated at the price per unit of measure for each scheduled item of work stated in the Schedule of Prices following.

It is understood that TOTAL BASE PRICES of $_________________ stated by the undersigned in the Schedule of Prices is based on the estimated quantities and will control in the award of the Contract. It is further understood that the quantities may be increased or decreased as provided in the Specifications. The undersigned agrees, if awarded the Contract, to complete the work within one hundred eighty (180) calendar days, including the 30-day testing period.

Towamencin Township reserves the right to reject any and all bids. It, likewise, reserves the right to waive any nonconformity with respect to any bid or any error with respect to the same, which does not constitute a substantial departure from the requirements herein set forth. The determination of whether an error or departure is of substance rests within the sole domain of the Township.

Towamencin Township also reserves the right to reduce, increase, delete or supplement items or quantities from the low Bidder when making the award, without negotiating the total lump sum, unit price or item with the low Bidder.

SIGN

TITLE

FIRM NAME

ADDRESS

C-2

1. SCHEDULE OF PRICES – For Reference ONLY

All Pricing shall be submitted via PennBid (Pennbid.Bonfirehub.com)

The Contractor is responsible to verify that the list of quantities and construction specifications match the plans and construction documents. If you find missing drawings and/or specifications, notify Owner immediately. Failure on the part of the Contractor to review ALL the documents prior to submitting a bid shall not alleviate the Contractor from the responsibility of complying with the requirements of these documents and including all costs associated with them in their bid.

Item

Number

Quantity

U/M Description

Unit

Price

Total

Price

0608-0001 1 LS Mobilization $_______ $_______

0901-0001 1 LS Maintenance and Protection of Traffic During Construction $_______ $_______

0950-0002 10,000 DOLLAR Unforeseen Traffic Signal Work $1.00 $10,000.00

4952-3001 3 EA Controller Modification, Controller Upgrade $_______ $_______

4952-3003 10 EA Controller Modification, MMU Upgrade $_______ $_______

4956-0601 16 EA Radar Detector $_______ $_______

4957-0502 10 EA Software Adaptive Signal System, Centracs Edaptive System $_______ $_______

9000-0001 6 EA Radar Detector Module, ARC 5 Processor $_______ $_______

9000-0002 4 EA Radar Detector Module, ARC 6 Processor $_______ $_______

9000-0003 10 EA ATSPM Detection $_______ $_______

TOTAL BASE PRICE $____________________

C-3

2. NON-COLLUSION AFFIDAVIT OF PRIME BIDDER

State of ) County of ) ) ss:

being duly sworn, deposes and says that:

(Name of Bidder’s Representative)

1) He is (Capacity of Bidder’s Representative – i.e., owner, partner, officer, agent, etc.)

of (Name of Bidder)

2) He is fully informed respecting the preparation and contents of the attached Bid and of all pertinent circumstances respecting such Bid;

3) Such Bid is genuine and is not a collusive or sham bid;

4) Neither the said Bidder nor any of its officers, partners, owners, agents, representatives, employees or parties in interest, including this affiant, has in any way colluded, conspired, connived or agreed, directly or indirectly, with any other Bidder, firm or person to submit a collusive or sham Bid in connection with the Contract for which the attached Bid has been submitted to refrain from bidding in connection with such Contract, or has in any manner, directly or indirectly, sought by agreement or collusion or communication or conference with any other Bidder, firm or person to fix the price or prices in the agreement or collusion or communication or conference with any other Bidder, firm or person to fix the price or prices in the attached Bid or of any other Bidder, or, to fix any overhead, profit or cost element of the bid price or the bid price of any other Bidder, or to secure through any collusion, conspiracy, connivance or unlawful agreement any advantage against the Owner to which the attached Bid is being submitted or any person interested in the proposed Contract; and

5) The price or prices quoted in the attached Bid are fair and proper and are not tainted by any collusion, conspiracy, connivance or unlawful agreement on the part of the Bidder or any of its agents, representatives, owners, employees, or parties in interest, including this affiant.

(Name of Bidder)

(Signature of Bidder’s Representative)

(Title of Bidder’s Representative)

Sworn to and subscribed before me this day of , A.D. 20 .

(Signature of Notary)

My Commission Expires: .

(Title) (Date)

C-4

3. FORM OF GUARANTY:

ADDENDUMS:

The bidder acknowledges receipt of the hereinafter enumerated addendums that have been issued during period of bidding and agrees that said addendums will become a part of this contract. The bidder will list below the numbers and issuing dates of the addendums.

Addendum No. Issuing Date

The undersigned hereby certifies that this Proposal is genuine, and not sham or collusive, or submitted in the interest or on behalf of any person, firm or corporation not herein named, and has not induced any other persons to refrain from biddings, and has not in any way sought by collusion to secure for themself an advantage over any other bidder.

Accompanying this Proposal is a Certified Check or Bid Bond, payable to the Township in the sum of $__________, which the undersigned agree(s) is to be forfeited as liquidated damages, and not as a penalty, if the Contract is awarded to the undersigned and the undersigned shall fail to execute the Contract in conformity with the agreement incorporated in the contract documents, and furnish bonds as specified, within ten (10) days after receipt of notice to proceed. Otherwise, the Certified Check or Bid Bond will be returned to the undersigned.

(an Individual) The undersigned is: (a Partnership) under the laws of the State of _____________________ (a Corporation) having principal offices at:

Signed: ____________________________________________ Date: _____________

Address: ____________________________________________

C-5

4. CONTRACTOR’S QUALIFICATION STATEMENT

This statement is to be submitted with the bid. (Note: Attach separate sheets as required.)

The undersigned certified the truth and correctness of all statements and of all answers to questions made hereinafter.

TO: Towamencin Township 1090 Troxel Road Lansdale, PA 19446

Submitted by: Corporation

Name: Partnership

Address: Individual

Principal Office: Joint Venture

Other

How many years has your organization been in business as a contractor?

How many years has your organization been in business under its present business name?

If a corporation, answer the following:

1) Date of incorporation:

2) State of incorporation:

3) President’s name:

4) Vice President’s name(s):

5) Secretary or Clerk’s name:

6) Treasurer’s name:

7) List name and address of all parties holding greater than ten percent (10%) interest in the corporation:

C-6

If individual or partnership, answer the following:

1) Date of origination:

2) Name and address of all partners (State whether general or limited partnership):

If other than corporation or partnership, describe organization and name principals:

We normally perform ____% of the work with our own forces. List trades below:

Have you ever failed to complete any work awarded to you? If so, note when, where and why:

Has any officer or partner of your organization ever been an officer or partner of another organization that failed to complete a construction contract? If so, state circumstances:

C-7

List name of project, owner, architect, contract amount, percent complete and scheduled completion of the comparable construction projects your organization has in progress on this date:

List name of project, owner, architect, contract amount, date of completion, percent or work with own forces of the projects your organization has completed in the past two (2) years which equal at least fifty percent

(50%) of the total amount of the Bid for the project under consideration:

List the construction experience of the principal individuals of your organization:

List the categories in which your organization is legally qualified to do business in Pennsylvania:

Trade References:

C-8

Bank References:

Name of Bonding Company and name and address of agent:

Dated at this day of , 20 .

Name of Organization:

By:

Title:

M , being duly sworn, deposes and says that he/she is the of Contractor(s), and that answers to the foregoing questions and all statements therein contained are true and correct.

Subscribed and sworn before me this day of , 20 .

Notary Public:

My Commission Expires:

D-1

D. GENERAL CONDITIONS

1. DEFINITIONS

The OWNER is the party referred to in the Advertisement and whenever the word Owner is used herein it will refer to Towamencin Township and designate the party of the first part of the contract contained herein.

The CONTRACTOR is the individual, group, partnership or corporation undertaking to do the work herein specified (including them or their heirs, legal representatives, successors or assigns) and is the party of second part of the contract contained herein.

The ENGINEER, the person, firm or corporation who represents the OWNER on the contract contained herein.

The CONTRACT DOCUMENTS consist of the Advertisement, Instructions to Bidders, Form of Proposal, Form of Guaranty, General and Special Conditions, Construction Specifications, Form of Agreement, Contract Bond, List of Contract Documents, the Plans, and Addenda.

A SUB-CONTRACTOR is an individual group, partnership or corporation, having a direct contract with the Contractor to furnish a special service, labor or material towards the completion for the Contractor’s contract.

An INSPECTOR is an authorized representative of the Engineers and/or Owner, assigned to inspect the work performed and the materials supplied by the Contractor as to compliance with the Contract Documents.

The term WORK, used herein, includes all labor and/or materials, equipment and any other facilities necessary for the Contractor to complete the contract.

The CONTRACT is the agreement between the Owner and the Contractor for the Contractor to complete the Work in accordance with the Contract Documents, subject to the terms and conditions therein.

The term APPROVED, used herein, will be held to mean as approved by the Engineer.

The term SUBSTANTIAL COMPLETION used herein will be held to mean construction that is sufficiently completed in accordance with the Contract Documents and certified by the Engineer of the Owner, as modified by change orders agreed to by the parties, so that a project can be used, occupied or operated for its intended use. In no event, will a project be certified as substantially complete until at least 90% of the work on the project is completed.

NOTICE will be deemed to have been duly served if written and delivered in person to the individual, or to a member of the firm, or to an officer of the Corporation for whom it is intended, or if delivered at or sent by registered mail to the last business address known to them who gives notice.

2. OTHER CONTRACTS

The Owner may award, or may have awarded other contracts for additional work, and the Contractor will cooperate fully with such other Contractors, by scheduling their own work with that to be performed under other contracts as may be directed by the Owner. The Contractor will not commit or

D-2 permit any act, which will interfere with the performance of work by any other Contractor as scheduled.

3. SUB-CONTRACTS

No part of the contract will be sublet without the prior written approval of the Owner and setting forth requirements to be met.

4. MUTUAL RESPONSIBILITY OF CONTRACTORS

If, through acts or neglect on the part of the Contractor, any other Contractors, or any subcontractor, will suffer loss or damage on the work, the Contractor will settle with such other Contractor or subcontractor by agreement or arbitration, if such other Contractor or subcontractor will so settle. If such other Contractor, or subcontractor will assert any claim against the Owner on account of any damage alleged to have been so sustained, the Owner will notify this Contractor, who will defend at their own expense any suit based upon such claim and, if any judgment or claims against the Owner will be allowed, the Contractor will pay or satisfy such judgment or claim and pay all costs and expenses in connection therewith. If the Owner incurs attorney’s fees as a result of any claim against the Owner by the Contractor or any Sub-Contractor, such attorney’s fees will be paid by the Contractor or Subcontractor as the case may be.

5. FITTING AND COORDINATION OF WORK

The Contractor will be responsible for the proper fitting of all work and for the coordination of the operations of all trades, subcontractors, or materialmen engaged upon this contract. They will be prepared to guarantee to each of their subcontractors the locations and measurements that they may require for the fitting of their work to all surrounding work.

6. SUPERINTENDENCE BY CONTRACTOR

At all times during which work is being performed under or affecting this contract, the Contractor will keep a competent superintendent acceptable to the Engineer constantly on the site from the commencement of work under this contract until the completion thereof, who will be constantly in touch with work and in all interlocking contracts affected thereby. The superintendent will, in the absence of the Contractor, see that the instructions of the Engineer are carried out and all directions given such superintendent will be as binding as if given to the Contractor.

7. PERMITS, LICENSES AND TAXES

The Contractor will give all notice required by and comply with all applicable laws, ordinances, and codes of the Local Government, all construction work and/or utility installations will comply with all applicable ordinances, and codes including all written waivers. Before installing any work, the Contractor will examine the Drawing and Detail Specifications for compliance with applicable ordinances and codes and will immediately report any discrepancy to the Owner. Where the requirements of the Drawings and Detail Specifications fail to comply with such applicable ordinances or codes, the Owner will adjust the Contract by Change Order to conform to such ordinances or codes (unless waivers in writing covering the difference have been granted by the governing body or department) and make appropriate adjustment in the Contract Price or stipulated unit prices.

Should the Contractor fail to observe the foregoing provisions and proceed with the construction and/or install any utility varying with any applicable Ordinance or code, including any written

D-3 waivers (notwithstanding the fact that such installation is in compliance with the Drawings and Detail Specifications) the Contractor will remove such work without cost to the Owner.

The Contractor will at their own expense, secure and pay to the appropriate department of the Local Government the fees, or charges for all permits required by the local regulatory body or any of its agencies.

Permits for the opening and/or occupation of Township roads will be obtained by the Contractor and State and County Highway permits will be obtained by the Owner. However, all inspection fees and/or any other charges will be borne by the Contractor, whether same is billed directly to them or to the Owner. Should any such bill be left unpaid by the Contractor, the Owner will be empowered to pay such bills and the cost thereof deducted from any monies due or to become due the Contractor.

Whenever the proposed construction requires a sales, consumers use, or other similar tax, the contractor will pay for same.

8. PROVISIONS REQUIRED BY LAW

Each and every provision of law and clause required by law to be inserted in this Contract will be deemed to be inserted herein and the Contract will be read and enforced as though it were included herein; and, if through mistake or otherwise, any such provision is not inserted or is not correctly inserted, then upon the application of either party the Contract will forthwith be physically amended to make such insertion.

9. PROTECTION OF WORK AND PROPERTY

The Contractor will provide adequate protection against injury or loss arising in connection with this contract for all their work and the property of the Owner. They will make good any such damage, injury or loss, except such as may be due directly to errors in the drawings or specifications or caused by agents or employees of the Owner. They will adequately protect adjacent property as provided by law and the specifications and drawings. They will provide facilities for protection required by public authority or local conditions as passageways, guard fences, lights, etc.

The Contractor will preserve and protect all trees, shrubs and grass on or adjacent to the site which do not reasonably interfere with the construction as may be determined by the Engineer and the Contractor will be responsible for all unauthorized cutting or damaging or trees and shrubs, including damage due to careless operation of equipment, stockpiling of materials or tracking of grass areas by equipment. The Contractor will remove only those trees shown on the plans or as directed by the Engineer to be removed.

10. TEMPORARY PROVISION FOR PUBLIC TRAVEL

The Contractor will perform their work in such a manner as to interfere as little as possible with the use of intersecting roads or adjoining property. No excavation will be left open or other obstruction allowed remaining longer than is absolutely necessary; and the Contractor will provide all safeguards and temporary passageways that may be necessary for the convenience and protection of all persons using said property either day or night.

11. SHOP DRAWINGS

The Contractor will check and verify all field measurements and will submit with such promptness as to cause no delay in their own work or in that of any other Contractor, three copies, checked and approved by them, of all shop or setting drawings and schedules required for the work of the various

D-4 trades. The Engineers will check and approve, with reasonable promptness, such schedules and drawings only for conformance with the design concept of the Project and compliance with the information given in the Contract Documents. The Contractor will make any corrections required by the Engineers, file with them two copies and furnish such other copies as may be needed. The Engineers' approval of such drawings or schedules will not relieve the Contractor from responsibility for deviations from Drawings or Specifications, unless they have in writing called the Engineers' attention to such deviations at the time of submission, and secured their written approval, nor will it relieve them from responsibility for errors in shop drawings or schedules.

12. TERMINATION; DELAYS; LIQUIDATED DAMAGES

If the Contractor refuses or fails to prosecute the work with such diligence as will ensure its completion within the time specified in these Contract Documents, or as modified as provided in these Contract Documents, the Owner, by written notice to the Contractor, may terminate the Contractor's right to proceed with the work. Upon such termination, the Owner may take over the work and prosecute the same to completion by contract or otherwise, and the Contractor and their sureties will be liable to the Owner for additional cost incurred by the Owner for liquidated damages for any delay in the completion of the work as provided below. If the Contractor's right to proceed is so terminated, the Owner may take possession of and utilize, to complete the work, any materials, tools, equipment and plant as may be on the site of the work.

If the work is not completed within one hundred eighty (180) calendar days, including any extensions of time for excusable delays as herein provided, the Contractor will pay to the Owner Liquidated Damages for each calendar day of delay, hereafter set at $975.00 per calendar day, and the Contractor and their sureties will be liable to the Owner for the amount thereof.

The right of the Contractor to proceed will not be terminated nor will the Contractor be charged with Liquidated Damages for any delays in the completion of the work due:

a) To any acts of the Government, including controls or restriction upon or requisitioning of materials, equipment, tools, or labor by reason of war, national defense, or any other national emergency;

b) To any acts of the Owner;

c) To causes not reasonably foreseeable by the parties to this Contract at the time of the execution of the contract which are beyond the control and without the fault of negligence of the Contractor, including, but not restricted to, acts of God or of the public enemy, acts of another Contractor in the performance of some other contract with the Owner, fires, floods, epidemics, quarantine, restrictions, strikes, freight embargoes, and weather of unusual severity such as hurricanes, tornadoes, cyclones and other extreme weather conditions; and

d) To any delay of any subcontractor occasioned by any of the causes specified in sub-paragraphs above.

Provided, however, that the Contractor promptly notified the Owner within ten (10) days in writing of the cause of the delay. Upon receipt of such notification, the Owner will ascertain the facts and the cause and extent of delay. If, upon the basis of the facts and the terms of this Contract, the delay is properly excusable, the Owner will extend the time of completing the work for a period of time commensurate with the period of excusable delay.

Should the completion of the work be delayed beyond the time herein specified for completion for any reason other than the act of neglect of the Owner, or an approved extension of time, the Contractor will pay the Owner the actual engineering expenses incurred by the Owner as a result of

D-5 such delay and the Owner may deduct such engineering costs from any payments due or to become due the Contractor.

13. INCONSISTENT SPECIFICATIONS AND DRAWINGS

Anything mentioned in the Detail Specifications and not shown on the Drawings, or shown on the Drawings and not mentioned in the Detail Specifications, will be of like effect as if shown on or mentioned in both. In case of difference between Drawings and Detail Specifications, the better quality or greater quantity of work or materials and the more stringent requirements will be included in the proposal, and unless otherwise ordered in writing, will be performed or furnished.

Inconsistency noticed during the bidding or construction phases should be brought to the attention of the engineer of work.

14. USE OF PREMISES

The Contractor will confine their equipment, storage of materials and construction operations to the Contract Limits as shown on the Drawings and as prescribed by ordinances or permits, or as may be directed by the Owner, and will not unreasonably encumber the site or public rights of way with their materials and construction equipment.

The Contractor will comply with all reasonable instructions of the Owner and the ordinances and codes of the Local Government regarding signs, advertising, traffic, fires, explosives, danger signals, and barricades.

15. POSSESSION PRIOR TO COMPLETION

The Owner will have the right to take possession or use any completed or partially completed portion of the work, but such possession or use will not be deemed an acceptance of any work not completed in accordance with the Contract.

16. CHANGES IN THE WORK

The Owner may make changes in the scope of the work required to be performed by the Contractor under the Contract or make additions thereto, or omit work therefrom, without invalidating the Contract, and without relieving or releasing the Contractor from any of their obligations under the Contract or any guarantee given by them pursuant to the Contract provisions, and without affecting the validity of the guaranty bonds, and without relieving or releasing the surety or sureties of said bonds. All such work will be executed under the terms of the original Contract unless it is expressly provided otherwise.

Except for the purpose of affording protection against endangering life or property, the Contractor will make no changes in the materials used or in the specified manner of constructing and/or installing the improvements or supply additional labor, services, or materials beyond that actually required for the execution of the Contract, unless in pursuance of a written order from the Owner authorizing the Contractor to proceed with the change. No claim for an adjustment of the Contract price will be valid unless so ordered.

The Owner may order the Contractor to proceed with the desired changes in the work. The value of such changes is to be determined by the measured quantities involved and the applicable unit prices submitted by the awarded Contractor prior to construction. The Owner will, before ordering the Contractor to proceed with desired changes, request an itemized proposal from them covering the work involved in the change, following which the procedure will be as follows:

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If the proposal is acceptable, the Owner will prepare the change order in accordance therewith for acceptance by the Contractor and;

If the proposal is not acceptable, and prompt agreement between the two parties cannot be reached, the Owner may order the Contractor to proceed with the work on a COST OF WORK basis.

Payment under COST OF WORK will be for the actual and necessary direct cost of the work in accordance with the orders of the Engineer, and in addition thereto the percentage of such cost hereafter stated. "Actual and necessary direct cost" will be deemed to include the following:

a) The actual expenditure for labor for the time actually engaged in the work, including the distributed cost of foreman in direct charge of such labor and insurance, taxes and other payments applicable to such labor.

b) The actual expenditure for materials used up or incorporated in the work.

c) A reasonable hourly, weekly or monthly rental as applicable, as determined by the Engineers, for use of motor trucks and special equipment such as power-operated shovels, cranes, drills, paving breakers, etc. (but not including small hand tools), at a rate not to exceed the current local rate charged for the type of equipment used, for the time that such equipment is required on the work for the performance of COST OF WORK EXCLUSIVELY. The rental price will be for the equipment provided on the work and will include transportation to and from the work, fuel, power, lubricants, operating tools, repairs, depreciation, replacements, and the sharpening of drills and other tools required to keep them in the best working condition.

To the actual and necessary direct cost of the work done under COST OF WORK as noted above, fifteen (15) percent will be added to the expenditure for labor as set forth in sub-paragraph (a) above and then (10) percent will be added to the expenditure for materials. No additions will be allowed to the rental of trucks, and special equipment. These percentages, and the rental price for equipment furnished, will be deemed to cover the cost of heat, light, use and upkeep of small hand tools, administration, engineering, superintendence, all loss, damage, risk, and expenses incidental to the work and profit. The Contractor will have no claim in excess of the above, such payments being in full compensation for the performance of such work and the furnishing of such materials and for all expense in connection therewith and incidental thereto.

Should the Contractor sublet any portion of the work to be executed under COST OF WORK payment for that portion will be computed as the actual and necessary direct cost as defined above, exclusive of any profit to the subcontractor, plus the percentages allowed, plus five (5) percent of the total paid to the sub-contractor.

The Contractor will submit daily a statement in duplicate of work done on a COST OF WORK basis within twenty-four hours of the time the work is done, and representatives of the Engineer and the Contractor will make daily comparison of the time and rates of labor, material used, etc., as given therein. After correction, if necessary, this comparison will be signed by each and filed with the Engineer and the Contractor. The Contractor will submit to the Engineer monthly, prior to each current estimate, four copies of an itemized statement of the amount and value of labor and materials furnished, accompanied by the original receipted bills for commodities purchased or for work performed under a subcontract, and by an affidavit certifying the correctness of the said statement.

The Engineer will have access to any books, vouchers, records, and memoranda showing the labor employed and the materials actually used on the specific operation and the actual net cost thereof.

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17. CLAIMS FOR EXTRA COST

If the Contractor claims that any instructions by Drawing or otherwise involve extra cost or extension of time, they will, within ten (10) days after the receipt of such instructions, and in any event before proceeding to execute the work, submit their protest thereto in writing to the Owner, stating clearly and in detail the basis of their objections. No such claim will be considered unless so made.

Any discrepancies that may be discovered between actual conditions and those represented by the Drawings and maps will at once be reported to the Owner and work will not proceed except at the Contractor's risk, until they have received written instructions from the Owner.

If, on the basis of the available evidence, the Owner determines that an adjustment of the Contract Price and/or Time is justifiable, the procedure will then be as provided herein.

18. DISPUTES

All disputes arising under this Contract or its interpretation, whether involving law or fact or both, or extra work and all claims for alleged breach of contract within (10) days of commencement of the dispute be presented by the Contractor to the Owner for decision. All papers pertaining to claims will be filed in quadruplicate. Such notice need not detail the amount of the claim but will state the facts surrounding the claims in sufficient detail to identify the claim, together with its character and scope.

In the meantime, the Contractor will proceed with the work as directed. Any claim not presented within the time limit specified within this paragraph will be deemed to have been waived, except that if the claim is of a continuing character and notice of the claim is not given within ten (10) days of its commencement, the claim will be considered only for a period commencing ten (10) days prior to the receipt by the Owner of notice thereof.

The Contractor will submit in detail their claim and their proof thereof. Each decision by the governing body of the Owner will be in writing and will be mailed to the Contractor by registered mail, return receipt requested.

If the Contractor does not agree with any decision of the Owner, they will in no case allow the dispute to delay the work but will notify the Owner promptly that they have proceeding with the work under protest and they may then accept the matter in question from the final release.

19. MATERIALS AND WORKMANSHIP

Unless otherwise specifically provided for in the Detail Specifications, all workmanship, equipment, materials and articles incorporated in the work will be new and the best grade of the respective kinds for their purpose. Where equipment, materials, articles or workmanship are referred to in the Detail Specifications as "Equal To" any particular standard, the Engineer will decide the question of equality.

The Contractor will furnish to the ENGINEERS for approval the manufacturer's detailed specifications for all machinery, mechanical and other special equipment, which they contemplate installing together with full information as to type, performance characteristics, and all other pertinent information as required, and will likewise submit for approval as required full information concerning all other materials or articles which they propose to incorporate in the work. Machinery, mechanical and other equipment, materials or articles installed or used without such prior approval will be at the risk of subsequent rejections.

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Materials specified by reference to the number or symbol of a…