Appendix_B_-_Draft_Template_Agreement_pdf.pdf

LEAD HAZARD ABATEMENT AND (upon need) HEALTHY HOMES AGREEMENT

BY AND AMONG

CITY OF BRIDGEPORT ACTING THROUGH THE DEPARTMENT OF HEALTH

AND SOCIAL SERVICES (An Equal Opportunity Employer), CONTRACTOR NAME

AND

HOMEOWNER NAME

This LEAD HAZARD REMEDIATION AGREEMENT (the “Agreement”) is made and entered into by and among the CITY OF BRIDGEPORT, (hereinafter the “City”), acting through the Department of Health and Social Services pursuant to its Bridgeport Lead Hazard Abatement and Healthy Homes Upon Need Programs, CONTRACTORS NAME, LLC, a Licensed Lead Hazard Control Contractor, with an office and principal place of business located at CONTRACTORS ADDRESS (the “Contractor”) and HOMEOWNER NAME [an individual(s)] with a principal place of business or primary residence located at HOMEOWNER ADDRESS (individually or collectively, the “Owner”).

WITNESSETH:

WHEREAS, the Owner is the owner of certain real property and the improvements thereon located at PROJECT ADDRESS, BRIDGEPORT, CT ZIP CODE (the “Premises”);

WHEREAS, the U. S. Department of Housing and Urban Development ("HUD") Office of Healthy Homes and Lead Hazard Control has made funds available to the City through its Department of Health and Social Services to implement the Bridgeport Lead Hazard Abatement and Healthy Homes Upon Need Programs (collectively the "Program"), the funding for the Program being provided in whole or in part through awards from HUD to the City (“Grant”); and

WHEREAS, the City, having received such Grant, through its Department of Health and Social Services, and under the Program, is undertaking educational and environmental interventions to identify and address healthy housing issues and to address and control lead based paint hazards in eligible housing and to reduce the potential lead hazards to children who are at risk of lead poisoning; and

WHEREAS, the Owner's proposal for the Property ("Project") consists of the Owner's application for funding through the Program, the City's Bid Documents, including the invitation to Bid, Instructions to Bidders, Bid Form, Bid Addenda (if any), Lead Hazard Reduction and

Healthy Homes Project Plans for the Premises, drawings, supplemental conditions and the Contractor's responses to the Invitation to Bid; and

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WHEREAS, the Owner has submitted an application to the City for financial assistance from the Program for repairs to be conducted at the Premises; and

WHEREAS, the City has selected and retained the Contractor to furnish all labor, materials, equipment and service necessary to rehabilitate the damaged Premises or to offer mitigation services in connection with the Premises (the “Project”); and

WHEREAS, in reliance upon the information submitted by or caused to be submitted by the Owner, the City has approved financial aid for the Project; and

WHEREAS, the Summary of Work for the Project, also referred to herein as the Work Write-Up, is set forth on Exhibit B.

WHEREAS, the City, the Contractor and the Owner desire to define the terms and conditions upon which such financial assistance will be made available and the Project will be completed;

NOW THEREFORE, in consideration of the mutual promises of the parties hereto, and of the mutual benefits to be gained by the performance thereof, the City, the Contractor and the Owner hereby agree as follows:

ARTICLE 1 – DEFINITIONS

1.1 Agreement. The term “Agreement” shall have the meaning given to such term in the Introductory Clause hereto.

1.2 Compliance Letter. The term “Compliance Letter” shall mean that letter issued by the

City’s Department of Health and Social Services, after successful wipe testing results are achieved upon completion of the Project.

1.3 Construction Budget. The term “Construction Budget” shall mean the budget and cost itemization for the Project equal to the amount of financial aid to be offered by the City in accordance with a separate Financial Aid Agreement (“Financial Aid Agreement”), as approved by the City and the Construction Manager set forth in Exhibit C attached hereto and made a part hereof.

1.4 Construction Manager. The term “Construction Manager” shall mean the City’s representative identified as the Program Manager of the Bridgeport Lead Hazard Control (BLHC) or such other firm designated by the City in writing.

1.5 Construction Schedule. The term “Construction Schedule” shall mean the schedule of work to be completed for the Project, as approved by the City and the Construction Manager.

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1.6 Contractor. The term “Contractor” shall have the meaning given to such term in the Introductory Clause hereto.

1.7 Costs. The term “Costs” shall mean the aggregate costs of all labor, materials, equipment, fixtures and furnishings necessary for completion of the Project and those costs incurred in connection with the Work Write-Up, as approved by the Construction Manager and the City, which Costs shall not exceed the amount of funding to be provided under the Financial Aid Agreement (“Financial Aid”).

1.8 Financial Aid. The term “Financial Aid” shall have the meaning given to such term in

Section 2.1.

1.9 Financial Aid Agreement. The term “Financial Aid Agreement” shall have the meaning given to such term in Section 2.1.

1.10 Mortgage. The term “Mortgage” shall have the meaning given to such term in Section

2.4.

1.11 Owner. The term “Owner” shall have the meaning given to such term in the Introductory

Clause hereto.

1.12 Premises. The term “Premises” shall have the meaning given to such term in the Whereas

Clauses hereto.

1.13 Program. The term “Program” shall have the meaning given to such term in the Whereas

Clauses hereto.

1.14 Project. The term “Project” shall have the meaning given to such term in the Whereas

Clauses hereto.

1.15 Project Documents. The term “Project Documents” shall mean this Agreement, together with all other documents and agreements executed by the Owner and/or the Contractor in connection herewith, as amended and in effect from time to time. For the purposes of this Agreement, the term “Project Documents” also includes:

i. City's Bid Documents, including the Contractor's responses;

ii. Work Write-Up (Attached as Exhibit B);

iii. General Conditions, part B, Subparts I & II (Attached as Exhibit D)

iv. Bid Addenda, if any;

v. Any and all amendment(s) and Change Orders, issued by the Owner after execution of this Contract;

vi. Stockholder's Affidavit; Non-Collusion Affidavit; Debarment Certificate;

vii. Federal Labor Standards provisions form HUD-4010 (Attached as Schedule 2);

100% Performance Bond (if applicable);

viii. Certificates of Insurance;

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ix. All applicable Federal, State and local statutes, regulations charter provisions and ordinances;

x. All required Federal, State and local permits and licenses; and

xi. Order to Proceed.

1.16 Requisition. The term “Requisition” shall mean a request for payment completed by or on behalf of the Contractor setting forth, among other things, (1) a statement, in a form acceptable to the City, of the Costs incurred to be paid with the requested payment; and (2) proof of payment of all Costs covered by the previous Requisition.

1.17 Work Write-Up. The term “Work Write-Up” shall mean all final drawings, plans and/or specifications prepared by the City or its Consultant as set forth in the solicitation, which describe and show the labor, materials, equipment, fixtures and furnishings necessary for the completion of the Project, including methods of application and standards for materials, the Construction Budget and the Construction Schedule and is be attached hereto and made a part hereof as Schedule B. Once approved by the City and the Construction Manager, the Work Write-Up shall not be modified without the prior consent of the City and the Construction Manager.

ARTICLE 2 – FINANCIAL ASSISTANCE

2.1 Financial Aid. The City hereby agrees, subject to the terms of a certain Financial Aid

Agreement between the Owner and the City and its Exhibits and Schedules, to provide financial assistance to the Owner for the Project, to be secured by the Premises, in an amount not to exceed Click or tap here to enter text. (the “Financial Aid”). The parties acknowledge that the not to exceed cost of the Project is $Click or tap here to enter text..

2.2 Use of Proceeds. The proceeds of the Financial Aid shall be used for the lead abatement and rehabilitation of the Premises, in accordance with the Work Write-Up.

2.3 Compensation and Method of Payment. The Contractor shall be paid the not to exceed sum of Click or tap here to enter text. ("Total Compensation"), for the satisfactory provision of all of the goods and services as set forth in this Contract as determined by the Owner and the City and in the manner set forth herein. No claims for additional compensation will be considered on account of failure of the Contractor to completely inform itself as required herein above.

2.3.1 The Contractor shall be paid the Contract Price in one lump sum amount after the Lead Remediation work is completed in accordance with this Agreement; or the Contractor may elect to receive Progress Payments in accordance with the following provisions:

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2.3.2 Upon the Construction Manager’s verification of the completion of the work, the Contractor will submit invoices for the completed work, with all backup documentation and, if applicable, reimbursable expenses with receipts, and the like, to the Construction Manager upon completion of the task, and the City shall pay such invoices within 45 days after receipt of a complete invoice. Upon approval of the invoice by the Construction Manager, the Contractor shall be paid not less than ninety percent (90%) of the dollar amount then due. Ten Percent (10%) retainage shall be held until completion of the Project.

2.3.3 All amounts due and payable to the Contractor for work performed under the Agreement shall be payable within forty-five (45) after the Project, or a portion thereof, is complete and approved by a City Representative.

City may withhold its approval under this section if the work is either (1) not completed in accordance with this Agreement, the extent and nature of the departure being set forth in writing in a notice of the Contractor from the City, or (2) there is a non-approval or denial of approval or rejection of any department of the City whose inspection and approval of such work is required by law or regulation.

2.3.4 The City will conduct a final inspection of the remediated unit with both the Contractor and Owner. If the Project completion is satisfactory with Owner and City, the Bridgeport Health Department will be notified to conduct a final inspection and clearance. When clearance is achieved, City will issue a two party check payable to Contractor and Owner. The Owner sill endorse the check first;

it will then be given to the Contractor by the City, up to but not inclusive of 10% until all parts are cleared and satisfied.

2.3.5 Prior to paying the Contractor price in one lump sum, or in Progress Payments as the case may be, all amounts due and payable by Owner to the Contractor for worked performed under the Agreement shall be payable within forty-five (45) days after the work, or portion thereof, is completed and approved by the City and its authorized inspectors, when inspection and approval of such work is required by law or regulation.

2.3.6 Prior to paying the full Contract Price, the Contractor shall furnish to the City satisfactory evidence of the release of all claims and liens and agrees to indemnify and save the Owner and the City harmless from claims and liens, by persons providing services or materials in connection with the Project performed hereunder including, but not limited to, subcontractors and suppliers of equipment and material. City, at its sole discretion, may require the Contractor to furnish satisfactory evidence of the release of all claims and liens by persons providing services and materials in connection with the portion of the Project covered by a progress payment, prior to making the progress payment.

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2.4 Interest. The Financial Aid shall bear interest at a rate of zero percent (0.0%) per annum.

2.5 Security. The Financial Aid shall be secured by a Mortgage Deed on the Premises in form and substance satisfactory to the City (the “Mortgage”).

2.6 Maturity. The Financial Aid shall mature on the three (3) year anniversary of the date of completion of the Project as evidenced by the issuance of a Compliance Letter (the “Maturity Date”). On the Maturity Date, there shall become absolutely due and payable to the City, and the Owner shall pay to the City, the principal amount of the Financial Aid outstanding on the Maturity Date, unless forgiven pursuant to Section 2.7 below.

2.7 Financial Aid Forgiveness. Notwithstanding the foregoing, provided that up until the

Maturity Date: (i) no Event of Default (as defined herein) shall have occurred, (ii) there shall have been no sale, conveyance, pledge, foreclosure or transfer of any kind or nature of the Premises or any part thereof, whether voluntary or involuntary, excepted as otherwise permitted herein, and (iii) the Owner has, for three (3) years from the date of the Letter of Compliance: (a) rented the Premises for no more than “Fair Market Rents” (as defined by HUD for Bridgeport, CT); (b) rented the Premises to only “Extremely Low Income” or “Very Low Income” tenants (as defined by HUD); (c) marketed the Premises to families with children under the age of six (6) years old; and (d) provided tenants with lead pamphlet; then, the principal amount due under the Financial Aid shall be forgiven in its entirety on the Maturity Date.

2.8 Advances. [INTENTIONALLY OMITTED]

2.9 Commencement of Construction. No work shall commence on the Project until (a) the

Work Write-Up has been delivered to and approved by the City and the Construction Manager and (b) the City has delivered a Notice to Proceed to the Contractor and the Contractor has acknowledged receipt of the same.

2.10 Subordination. If, during the term of this Agreement, the Owner wishes to refinance an existing mortgage on the Premises, the City may consider entering into a subordination agreement in connection with such refinancing if, and only if, the City determines that such subordination will not unduly endanger its mortgage lien on the Premises.

ARTICLE 3 – OWNER’S REPRESENTATIONS AND WARRANTIES

The Owner represents and warrants as follows:

3.1 Ownership of the Premises. The Owner was the fee title owner of record of the Premises on the date of application for the Program and remains the record fee title owner of the Premises as of the date of this Agreement.

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3.2 Payment of Existing Obligations. All property tax payments with respect to the Premises, any and all mortgage payments with respect to the Premises are current, and there are no outstanding sums due to any third parties which may claim or amount to a lien on the Premises.

3.3 Insurance. The Owner maintains hazard insurance and flood insurance in amounts acceptable to the City, as described more fully in Exhibit A.

3.4 Representations in Project Documents. All statements contained in any certificate, financial statement or other instrument delivered by or on behalf of the Owner pursuant to or in connection with this Agreement shall constitute representations and warranties made under this Agreement. All representations and warranties made under this Agreement shall be made at and as of the date of this Agreement, and at and as of the date of receipt of the Financial Aid. All representations and warranties made under this Agreement shall survive the execution and delivery hereof and shall not be deemed to have been waived by any investigation made or not made by the City. The Project Documents to which the Owner is a party, when delivered, will be legal, valid, and binding obligations of the Owner, enforceable against the Owner in accordance with their respective terms.

3.5 Compliance with Existing Agreements. The Owner is not in default under any existing agreement with or any program administered by the State of Connecticut Housing Finance Authority or United States Department of Housing and Urban Development.

3.6 Prior Submittals and Documentation. Owner represents to the City that in addition to the obligations, representations and warranties contained in this Agreement, that Owner ratifies all the provisions and representations made in: The Application; the Work Write- Up, any Addendum, the Lead Remediation and (upon Need) Healthy Homes Plan, the Bid Proposal, the Financial Aid Agreement, the Mortgage, the Truth in Lending Statement, and any and all notices of rights of recission.

ARTICLE 4 – COVENANTS OF THE OWNER

The Owner covenants as follows, and further covenants that on and after the date of this

Agreement and for so long as this Agreement, the Financial Agreement or any clause thereof shall remain in effect:

4.1 Continuing Accuracy of Representations and Warranties. The Owner shall cause all of the representations and warranties made herein to be continuously true and correct.

4.2 Payment of Existing Obligations. The Owner will pay and discharge promptly when due and payable all mortgage payments, taxes, assessments and governmental charges levied or imposed upon the Owner, the Premises, or any part thereof, or upon the Owner’s income or profits, or any part thereof, as well as all lawful claims for labor, materials and supplies, which, if unpaid, might by law become a lien or charge upon the Premises, provided that such charges need not be paid while being contested by the Owner in good faith and by

- 8 -appropriate legal proceedings so long as the Owner’s right to use, the Premises is not materially and adversely affected thereby.

4.3 Access to the Premises. Following prompt notice to any and all tenants who may be residing on the Premises, the Owner shall allow the City, the Construction Manager and the Contractor to enter the Premises upon twenty-four (24) hour notice to the Owner for purposes of inspection and to complete the work on the Project. The Owner further agrees that the Contractor will be permitted to use, without payment, all existing utilities (such as lights, heat and water) as needed to complete the Project.

4.4 Monitoring Work in Progress. The Owner shall monitor the work in progress on the Project on a daily basis and is responsible for notifying the City in writing should any deficiencies in workmanship become apparent.

4.5 Additional Costs Above the Financial Aid. The Cost of the Project shall not exceed the

Financial Aid as set forth in the most recently approved Construction Budget. Any additional costs incurred shall be the responsibility of the Owner only and shall not be covered by the Financial Aid or otherwise become any obligation of the City.

4.6 Environmental Laws. The Owner indemnifies and holds harmless the City from and against any liabilities, losses, damages, costs, or expenses, including attorney’s fees, arising out of or in connection with the presence of hazardous waste on or in any of the Premises or any lien or claim under Conn. Gen. Stat. section 22a-452a, as amended, or other federal, state, or municipal statute, regulation, rule, law, or proceeding relating to environmental matters, which indemnity shall survive the term of this Agreement, any foreclosure of the Premises, payment in full of the Financial Aid, and termination and/or release of the Project Documents.

4.7 Costs Incurred by the City. The Owner shall pay all taxes or duties levied or assessed upon improvement of the Premises from this Program and to pay all costs, expenses, and attorneys’ reasonable fees incurred by the City in any proceeding for the collection of the obligations evidenced hereby or in any action to enforce the City’s rights in the Premises granted through the Project and under the Project Documents upon the happening of an Event of Default as provided for in the Project Documents or in protecting or sustaining the lien granted in connection with this Agreement or in any litigation or controversy arising from or connected with the Project Documents.

4.8 Indemnification. To the fullest extent permitted by law, the Owner will indemnify and hold harmless the City and its respective officers, agents, servants, employees, boards and commissions from and against any and all claims, damages, losses, expenses, attorney's fees, and compensation for personal injuries (including death to him and any other person) and damage to property, real or personal, including, but not limited to, the Premises, caused or alleged to have been caused, by the acts or omissions of the City, and/or its agents, including the Contractor or anyone directly or indirectly employed by it, as a result of this Agreement, formation of the construction contract, design, construction and performance

- 9 -of work on the Premises, maintenance of said work, and anything related to participation in this Program as specified in the various Project Documents.

4.9 Lease of the Premises. If the Premises consist of two (2) to four (4) single-family units, the Owner may lease such units, other than those units which the Owner occupies, provided that the Owner shall comply with all local, state and federal laws in connection with such leasing, including, but not limited to, all applicable provisions of Sections 8-33ee-1 through 8-37ee-17 and Sections 8-37ee - 300 through 8-37ee - 314 of the Regulations of Connecticut State Agencies related to fair housing choice and racial and economic integration, and the Fair Housing Act, 42 U.S.C. § 3601, et seq. as amended.

4.10 Anti-displacement and Relocation Assistance Plan. If applicable, the Owner shall provide to the City with a residential displacement and relocation assistance plan and will comply with the plan if persons are displaced as a result of the Project, including compliance with the Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970, 42 U.S.C. § 4601, et seq. as amended.

4.11 Notification of Event of Default by Owner. The Owner shall notify the City promptly of the occurrence of any default hereunder or under any of the other Project Documents, or any other document, instrument or agreement to which the Owner or the Premises are subject and of the actions the Owner intends to take in order to cure such default in a timely manner.

4.12 Disposal of Rubbish. On behalf of the Owner, who shall be entitled to the dumping of ten

(10) cubic yards of rubbish resulting from the Project at the Bridgeport Transfer Station, Contractor shall dispose of said rubbish. The Owner shall provide for the safe, legal storage of the waste prior to its disposal. Any additional rubbish shall be disposed of by Owner strictly in accordance with local, state and federal law and regulations.

4.13 Preparation of Premises. Prior to Contractor’s commencement of the Work Write-Up, Owner shall: (a) instruct the tenant(s) of the Premises to remove all valuables and window treatments, to empty closets, and to move all furniture to the middle of the room, and if tenant(s) fail to do so, Owner will do so on the tenant(s) behalf; (b) take responsibility for relocation-related obligations that the tenant does not fulfill or that exceed available Program funds; (c) should Owner undertake any lead remediation after the Premises assessment and before the Project commencement, the work shall be done according to the standards, regulations and controls established by the federal, state and local governments and be inspected by the Health Department before Contractor commences the Project..

4.14 During the Project and until delivery of the Compliance Letter. Owner shall permit City staff, at reasonable times, to examine and inspect all work done pursuant to the Project.

Owner shall make the Premises available to the Contractor to perform the work pursuant to the Work Write-Up and will not interfere with the Contractor in the performance of

- 10 -his/her/its work under the Program. All inspections and evaluations shall be performed in such a manner as will not unduly delay work.

4.15 Continuing & Termination of Obligation. The provisions of this Agreement shall be binding upon the heirs, assigns, and personal representatives of the Owner for the entire Term of this Agreement. At the expiration of the Term of this Contract and provided there has been no written notice of default from the City to Owner, all debts and obligations of Owner to the City pursuant to this Agreement shall expire and neither party shall have any further responsibility to the other pursuant to this Contract.

4.16 Waiver. The conditions set forth as obligations of owner may be waived in writing by the City in its sole determination. However, no delay or omission on the part of the City in exercising any rights hereunder shall operate as a waiver of such right, nor shall any delay, omission, or waiver on any one occasion be deemed a waiver of the same or any other right on any subsequent occasion.

4.17 Financial Aid Agreement and Mortgage. Owner shall execute a Financial Aid Agreement (forgivable promissory note) and mortgage, which mortgage shall be recorded on the land records giving notice of restrictions created hereby and creating a lien in favor of the City for amounts which may be payable by Owner to the City pursuant to this Agreement.

4.18 Disclosure. Owner shall disclose information on clients, applications, and tenant families as requested and in furtherance of the program unless otherwise prohibited by federal or state law.

4.19 Cooperation. Owner shall cooperate with any federally sponsored or endorsed monitoring or evaluation efforts done in conjunction with the City. This includes collecting data of the relative cost and effectiveness of hazard control methods and providing documentation of all testing, inspection, and hazards.

ARTICLE 5 – COVENANTS, REPRESENTATIONS & WARRANTIES OF THE

CONTRACTOR

The Contractor covenants as follows, and further covenants that on and after the date of this Agreement and for so long as this Agreement or any clause hereof shall remain in effect:

5.1 Lead Based Hazards. The Project consists of mitigation of housing-related health hazards and lead based paint hazard risk reduction at the Premises, in accordance with HUD standards and in conformance with all applicable Federal, State and local laws, statutes, ordinances and regulations governing the services outlined in the Project Documents, ,including but not limited to HUD's Lead Safe Housing Rule (24 CFR Part 35); HUD’s Guidelines for the Evaluation and Control of Lead-Based Paint Hazards in Housing; the

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EPA's rule on Lead-Based Paint Poisoning Prevention in Certain Residential Structures (40 CFR Part 745); and the State of Connecticut Lead Poisoning Prevention and Control Regulations Section 19a-111-1 through 19a•111-11.

5.2 Qualifications, Licensing, and Accreditation. The Contractor represents that its employees are fully licensed and certified, to the extent required by Federal, State and Local statutes, regulations, codes ordinances and policies, to perform the scope of work set forth in this Contract. The Contractor further represents that its employees have the requisite skill, expertise and knowledge necessary to perform the scope of work required under the terms of this Contract, including any supplementary work and the Owner and City rely upon these. All trade and home improvement contractors and subcontractors must be licensed by the State of Connecticut Department of Consumer Protection and all lead abatement contractors must be licensed and certified by the State of Connecticut Department of Public Health. Additionally, all contractors and subcontractors must be certified by the United States Department of Environmental Protection to conduct lead-based paint renovation, repair and painting activities. All Contractors' employees and/or any subcontractor's employees performing home improvement work under this Contract shall hold certificates of training in lead-safe work practices recognized by the State of Connecticut or HUD. All of Contractor's employees and/or any subcontractor's employees performing abatement work must be licensed and certified as lead abatement workers. If Contractor or any of its sub-contractors are found to have withheld information pertinent to job qualifications and performance from Owner or the City, including filing false or misleading information on Contractor's application to City or about license and/or training status, the Contractor or its sub-contractor, as appropriate, shall forfeit an awarded bid and/or cease any work already begun under this Contract and forego monies then due under this Agreement.

Contractor shall provide to the Program's Project Director, a copy of all required licenses, certifications and registrations.

5.2.1 Personnel. The Contractor represents that it has, or will secure at its own expense, all personnel required to perform the services under this Contract. Such personnel shall not be employees of or have any contractual relationship with the City, unless use of City employees or of personnel having a contractual relationship with the City is approved in writing. As set forth above, all the services required hereunder shall be performed by the Contractor or under its supervision and all personnel engaged in the work shall be fully qualified and shall be authorized or permitted under state or local law to perform such services.

5.2.2 Payment for Services, Equipment, Materials, Employees, etc. The Contractor shall be responsible to the Owner and the City for the suitability of services, materials and equipment furnished to comply fully with the requirements set forth in this Contract. The Contractor shall promptly pay all employees as their pay falls due, shall pay promptly as they fall due all bills for subcontractors, materials, supplies and services going into the work, and all bills for insurance, bonds, Worker's Compensation coverage, Federal and State Unemployment Compensation, and Social Security charges applicable to this Project. Before final City payment is

- 12 -made, the Contractor shall furnish to the City a sworn, notarized, affidavit stating that all of the foregoing payment obligations have been fully completed.

5.2.3 Due Diligence. The Contractor acknowledges its responsibilities to examine and to be thoroughly familiar with the City's bid document, including, but not limited to the plans, specifications, drawings and any addenda thereto. The Contractor hereby warrants and represents that prior to the submission of its proposal during the bid process it reviewed or was afforded opportunity, by the City and the Owner, to review all physical items, facilities, services and functions essential to the satisfactory performance of the services required ("Due Diligence") and thereby certifies that all such items’ facilities, services and functions are included in this Contract and thereby warrants that:

i. it conducted or had the opportunity to conduct all due diligence prior to the submission of its bid and, accordingly, any additional costs, services or products resulting from the failure of the Contractor to complete Due Diligence prior to submission of its bid proposal shall be borne by the Contractor. Furthermore, the Contractor had the opportunity during the bid process to ask questions it saw fit and to review the responses from the City;

ii. its failure or omission to make investigation and verification of data shall, in no way, be cause for future claim of ignorance of such data or conditions nor shall such failure to investigate and verify be the basis for any claim whatsoever, monetary or otherwise;

iii. it is solely responsible for resolving any issues resulting from its failure to conduct due diligence and it shall assume any and all resulting costs it incurs during the Project;

iv. it was responsible for specifying any changes and disclosing any associated new costs prior to submittal of its bid. In the event the Contractor failed to disclose any such new cost prior to the submittal of its bid, the Contractor hereby covenants that it shall remain solely responsible for, and shall absorb, those non-disclosed costs;

v. it has familiarized itself with the nature and extent of the Contract

Documents, Project, locality, and with all local conditions and Federal, State and local laws, ordinances, rules and regulations that in any manner may affect cost, progress or performance of the Project;

vi. it has given the City written notice of any conflict, error or discrepancy that the Contractor discovered in the City's bid documents or other documents (Collectively "Bid Documents");

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vii. it agrees that the Project Documents are sufficient in scope and detail to indicate and convey understanding of all terms and conditions for performance of the Project;

viii. it has studied carefully all reports of investigations and tests of subsurface and latent physical conditions at the site or e affecting cost, progress or performance of the Work Write-Up which were utilized in the preparation of the plans and specifications;

ix. it has made or caused to be made examinations, investigations, measurements and tests and studies of any applicable reports and related data as it deems necessary for ensuring performance of the Work Write-Up at the Contract Price within the Contract Time and in accordance with the other terms and conditions of the Contracts; and certifies no additional examinations, investigations, tests, reports or similar data are or will be required by Contractor for such purposes, and

x. the Contractor shall not take advantage of any obvious error or apparent discrepancy in the Contract. Notice of any error or discrepancy discovered shall be given immediately in writing to the City, who shall make such corrections and interpretations as it may deem necessary for the completion of the Project in a satisfactory and acceptable manner.

5.3 Scope of the Project. All abatement, rehabilitation, alterations, improvements, demolition, and construction work of all kinds, shall be carried out in compliance with the Work Write- Up and all laws and ordinances (including, without limitation, all applicable state, local and federal building, zoning, environmental, historic preservation, cultural resources and safety and sanitary codes) and that the Contractor shall furnish all supervision, transportation, technical personnel, labor, materials, machinery, tools, equipment, supplies, service and incidentals, necessary to complete the Project in a good and workmanlike manner and generally accepted professional standards. No change orders are to begin without the written approval of the City and the Construction Manager.

The Project consists of mitigation of housing-related health hazards and lead based paint hazard risk reduction at the Property, in accordance with HUD standards and in conformance with all applicable Federal, State and local laws, statutes, ordinances and regulations governing the services outlined in the Bid Documents, attached hereto as Attachment A including but not limited to HUD's Lead Safe Housing Rule (24 CFR Part 35); HUD’s Guidelines for the Evaluation and Control of Lead-Based Paint Hazards in Housing; the EPA's rule on Lead-Based Paint Poisoning Prevention in Certain Residential Structures (40 CFR Part 745); and the State of Connecticut Lead Poisoning Prevention and Control Regulations Section 19a-111-1 through 19a•111-11.

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5.4 Condition of the Premises. Throughout its works on the Project, the Contractor shall keep the Premises clean and orderly at all times. The Contractor shall remove all lead contaminated rubbish and debris from the Premises and legally dispose of same on behalf of the Owner at the Bridgeport Transfer Station. No burning will be permitted on the Premises. Upon completion of the Project, the Contractor shall remove all temporary construction equipment, remaining contaminated materials, and supplies and shall repair, at its own expense, any damage caused to the Premises by the Contractor or any of its subcontractors, employees or agents, leaving the Premises in a neat condition, ready for occupancy.

5.5 Permits and Licenses. The Contractor shall, at its own expense, give any required notice and obtain all permits and licenses required for the completion of the Project prior to the commencement thereof.

5.6 Construction Schedule. The Contractor shall commence its work on the Project no later than TEN (_10_) days from the date of this Agreement and shall carry out its work with diligence and continuity in a good and workmanlike manner in accordance with the Construction Schedule. All construction on the Project shall be completed by no later than 60 DAYS AFTER START OF CONSTRUCTION (the “Construction End Date”), TIME BEING OF THE ESSENCE. If the Contractor fails to complete the work by the Construction End Date, the Contractor shall pay to the City, liquidated damages in the amount of $100.00 per day for each day following the Construction End Date until the completion of the Contractor’s work on the Project.

5.7 Insurance. The Contractor shall carry or require that there be carried insurance in accordance with the requirements set forth on Exhibit A hereto.

5.8 Guaranty of Project Work. The Contractor guarantees the work against any defects in workmanship, materials, equipment and design furnished by the Contractor and not related to maintenance for a period of one (1) year from the date of the Construction Manager’s final inspection report; certifying that work was completed in an acceptable manner consistent with Work Write-Up. The Contractor shall promptly remedy any defects in the work performed at its own expense and pay for any damage to the Premises resulting from defects or neglect in the Project work. This will be effective during the period of time covered by this guarantee. Neither the final certificate or payment nor any provisions in this Agreement shall constitute an acceptance of work not done in accordance with the Work Write-Up or relieve the Contractor of liability with respect to any expressed warranties or guarantees or responsibility for faulty materials or workmanship. After the first year, it is the Owner’s responsibility to repair and maintain completed work on the Premises.

5.9 Warranty of Title. Materials, supplies or equipment purchased by the Contractor on account of the Owner shall not be subject to any chattel mortgage or under a conditional sale or other agreement by which an interest therein or in any part thereof is retained by the seller, supplier or any other person excepting only the Contractor. The Contractor shall

- 15 -warrant good title to all materials, supplies and equipment installed or incorporated as part of the Project and upon completion of the Project, shall deliver the same together with all improvements and appurtenances constructed or placed thereon by it to the Owner free from any claims, liens or charges.

5.10 Title to Completed Work. The title to the completed Project work and of all materials and supplies on account of which any payment has been made on behalf of the Owner shall be in the name of the Owner.

5.11 Anti-Kickback Regulation. The Contractor shall comply with the applicable regulations of the Secretary of Labor, United States Department of Labor, made pursuant to the so-called “Anti-Kickback Act” of June 13, 1934 (48 Stat. 984, Stat. 62, Stat. 862; Title 18 U.S.C. Sec. 874; and Title 40 U.S.C., Sec. 276C), and any amendments or modifications thereof, shall cause appropriate provisions to be inserted in subcontracts, to insure compliance therewith by all subcontractors subject to, thereto, and shall be responsible for the submission of statements required of subcontractors thereunder, except as said Secretary of Labor may specifically provide for reasonable limitations, variations, tolerances, and exemptions from the requirements thereof.

5.12 Indemnification. To the fullest extent permitted by law, the Contractor will indemnify and hold harmless the City and its respective officers, agents, servants, employees, boards and commissions from and against any and all claims, damages, losses, expenses, attorney's fees, and compensation for personal injuries (including death to him and any other person) and damage to property, real or personal, including, but not limited to, the Premises, caused or alleged to have been caused, by the acts or omissions of the City, the Contractor or anyone directly or indirectly employed by it, as a result of this Agreement, formation of the construction contract, design, construction and performance of work on the Premises, maintenance of said work, and anything related to participation in this Program as specified in the various Project Documents.

ARTICLE 6 LAWS, REGULATIONS AND RULES

6.1 Compliance with Laws, Regulations, Rules, and Executive Orders. In the administration and execution of the Project, the Contractor and the Owner shall each comply with all pertinent provisions of local, state and federal law applicable to it and/or its properties and/or its business and maintain its property in good repair. Failure to do so shall constitute an Event of Default under this Agreement.

6.2 Nondiscrimination. Neither the Contractor, nor the Owner, shall not discriminate or permit discrimination against any person or group of persons on the grounds of race, color, religious creed, age, sexual orientation, marital status, national origin, sex, mental retardation or physical disability, in connection with the work to be performed at the Premises and shall not effect or execute any agreement, lease, conveyance, or other

- 16 -instrument whereby the Premises or any part thereof is restricted on the basis of race, color, religious creed, age, sexual orientation, marital status, national origin, sex, mental retardation or physical disability, including, but not limited to blindness, in the use thereof.

The Owner shall comply with all state, and local laws, in effect from time to time, prohibiting discrimination or segregation by reason of race, color, religious creed, age, sexual orientation, marital status, national origin, sex, mental retardation or physical disability, including, but not limited to, blindness, in the use of Premises.

ARTICLE 7 - DEFAULT

7.1 Instances of Default. The occurrence of any of the following events shall constitute a default under this Agreement (an “Event of Default”):

(a) Breach of Agreement. If the Owner or the Contractor fails to perform any act, duty, obligation or other agreement contained herein or in any other Project Document, fails to do all things reasonably necessary to timely and in good faith fulfill the terms of this Agreement or any other Project Document, fails to work in a cooperative fashion with any party to this Agreement or any other Project Document, their employees, contractors or representatives, threatens or physically or verbally abuses any party to this Agreement or any other Project Document, their employees, contractors or representatives or fails to forebear from any unpermitted act, or if the Owner or the Contractor abandons or terminates the Project or takes such steps that such an abandonment or termination is imminent.

(b) Misrepresentation. If any representation or warranty made by the Owner or the Contractor or caused to be made for the Owner or the Contractor in any of the Project Documents prove at any time to be incorrect in any material respect.

(c) Unpaid Judgments. If a judgment or judgments relating to the Premises for the payment of money shall be rendered against the Owner or the Contractor and any such judgment shall remain unpaid, unstayed on appeal, unbonded, undischarged or undismissed for a period of ninety (90) consecutive days.

(d) Receivership or Bankruptcy. If the Owner or the Contractor shall: (i) apply for or consent to the appointment of a receiver, trustee or liquidator of all or a substantial part of any of its assets; (ii) be unable or admit in writing its inability to pay its debts as they mature; (iii) file or permit the filing of any petition or reorganization or the like under any insolvency or bankruptcy law, or the adjudication of it as a bankrupt, or make an assignment for the benefit of creditors or consent to any form of arrangement for the satisfaction, settlement or delay of debt or the appointment of a receiver for all or any part of its properties; or (iv) any action shall be taken by the Owner or the Contractor for the purpose of effecting any of the foregoing.

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(e) Condemnation or Seizure. If any Federal, state or local governmental instrumentality, body or agency shall condemn, seize or otherwise appropriate, or take custody or control of all or any substantial portion of the Premises.

(f) Cancellation of Insurance. Failure of the Owner or the Contractor to keep in force all insurance required by this Agreement.

(g) Failure to Pay Debts. Failure of the Owner or the Contractor to pay any of its debts related to the Premises as such debts become due. Failure to pay when due and payable the principal of or interest on or any other amount owed with respect to any indebtedness for borrowed money related to the Premises upon which either the Owner or the Contractor is obligated to make payment, or the maturity of any such indebtedness shall have been accelerated in accordance with the provisions of any agreement or instrument providing for the creation of or concerning such indebtedness, or any event shall have occurred and be continuing after any applicable cure period which would permit any holder or holders of such indebtedness, any trustee or agency acting on behalf of such holder or holders or any other person so to accelerate such maturity.

(h) Violation of Terms in Other Project Documents. The occurrence of a default or violation under any of the Project Documents.

7.2 Events in Instances of Default.

(a) Notice of Default. If the Owner or the Contractor defaults or shall commit or allow any breach of the Owner’s or Contractor’s covenants, agreements and other obligations under this Agreement, material or otherwise, including, without limitation, an Event of Default hereunder, the City shall notify the Owner and/or the Contractor, as applicable, of the default in writing (“Notice of Default”).

(b) Opportunity to Cure. Upon the occurrence of an Event of Default, the City may determine that permitting an opportunity to cure a default could jeopardize the Project or security or would not be in the best interests of the City. Under those circumstances, no opportunity to cure need be given and the City may seek other remedies, including the right to immediately terminate this Agreement. Without in any way limiting the preceding right to act without providing the opportunity to cure, the City may provide the Owner or the Contractor, as applicable, seven (7) days after the Notice of Default, or such longer period of time as the City may determine and set forth in writing, to cure or remedy the default or breach. Said cure or remedy will not be effective unless accepted, in writing, by the City.

(c) Remedies. Upon the occurrence of an Event of Default, the City shall have, to the full extent permitted by law, each and all of the following remedies in addition to those provided for in other portions of this Agreement:

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(i) To immediately terminate this Agreement;

(ii) To suspend all further payments by the City to the Contractor until such default is cured to the satisfaction of the Construction Manager;

(iii) To proceed to enforce the performance or observance of any obligations, agreements, or covenants of the Owner or the Contractor in this Agreement or the Project Documents;

(iv) With respect to an Event of Default resulting from the acts or omissions of the Owner, to declare the entire amount of the Financial Aid to be immediately due and payable and to bring any and all actions at law or in equity as may be necessary to enforce said obligation of repayment. In such Instances of Default, the Owner hereby agrees to repay immediately the entire unpaid principal amount of the Financial Aid received;

(v) The right to a writ of mandamus, injunction or similar relief against the Owner or the Contractor, as may be appropriate, because of such default or breach;

(vi) The right to maintain any and all actions at law or suits in equity, including receivership or other proper proceedings, to cure or remedy any defaults or breaches of covenants under this Agreement;

(vii) The City may collect costs associated with collection efforts as outlined in Section 4.9.

ARTICLE 8 - MISCELLANEOUS PROVISIONS

8.1 Nonwaiver. If the City does not exercise, or delays in exercising, or exercises in part any of the City’s rights and remedies set forth in this Agreement for the curing or remedying of any default or breach of covenant or condition, or any other right or remedy, in no event shall such non-exercise, delay or partial exercise be construed as a waiver of full action by the City or a waiver of any subsequent default or breach of covenant or condition.

8.2 Severance. If any court determines any provision or provisions of this Agreement to be invalid, the remainder of this Agreement shall not be thereby affected.

8.3 Agreement Date. This Agreement shall become effective as of the date the City representative affixes his/her signature hereto.

8.4 Originals. This Agreement may be executed in two (2) or more counterparts, each of which shall be deemed an original, but which together shall constitute one and the same instrument.

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8.5 Multiple Owners. If there is more than one Owner, the obligations hereunder and under the Project Documents, shall be joint and several.

8.6 Notices. Any notice to the Owner pursuant hereto or pursuant to any of the Project

Documents may be served in person or by mail. Any such requirement shall be deemed met by any written notice personally served at the address of the Owner wet forth above, or at such…