Bid Notice.pdf

RFB TOR 19-26

TOWN OF RAMAPO

ROCKLAND COUNTY, NEW YORK

BID DOCUMENTS

FOR

TOWN OF RAMAPO

SPOOK ROCK ROAD SANITARY SEWER EXTENSION

MICHAEL SPECHT - SUPERVISOR

DAVID WANOUNOU YEHUDA WEISSMANDL

BRENDEL LOGAN MICHAEL ROSSMAN

MONA MONTAL

DIRECTOR OF PURCHASING

FREDERIC BRINN

SUPERINTENDANT OF HIGHWAYS

TABLE OF CONTENTS

PART I - NOTICE TO BIDDERS

1. ADVERTISEMENT. ........................................... I-1

2. RECEIPT OF BIDS...........................................I-1

3. PREPARATION OF PROPOSAL...................................I-1

4. DIVISION OF PROJECTS......................................I-2

5. QUALIFICATIONS OF BIDDER..................................I-2

6. SECURITY ACCOMPANYING PROPOSAL............................I-2

7. LIQUIDATED DAMAGES FOR FAILURE TO ENTER INTO CONTRACT.....I-3

8. CONDITION OF WORK.........................................I-3

9. ADDENDA AND INTERPRETATIONS...............................I-3

10. SECURITY FOR FAITHFUL PERFORMANCE.........................I-4

11. POWER OF ATTORNEY.........................................I-4

12. FEDERAL, STATE, AND MUNICIPAL LAWS AND REGULATIONS........I-4

13. AWARD OF CONTRACT.........................................I-4

14. TIME FOR COMPLETION AND LIQUIDATED DAMAGES................I-5

15. OBLIGATION OF BIDDER..................................... I-5

16. ACCEPTANCE OF AWARD.......................................I-5

17. ATTACHMENTS...............................................I-6

PART II - GENERAL SPECIFICATIONS

PART III - BIDDER'S PROPOSAL................................III-1

SECTION J - SECURITY FOR PROPOSAL..........................III-10

SECTION K - ENVIRONMENTAL FACILITIES BID PACKET FORMS......III-12

PART IV - AGREEMENT

1. CONTRACT DOCUMENTS.......................................IV-1

2. WORK INCLUDED............................................IV-2

3. CONTRACTOR'S REPRESENTATIONS.............................IV-2

4. CONTRACT AMOUNT..........................................IV-2

5. DEFINITIONS..............................................IV-3

6. CONTRACTOR'S RESPONSIBILITIES............................IV-4

7. PAYMENTS TO CONTRACTOR...................................IV-6

8. PAYMENT CONSTITUTES RELEASE..............................IV-7

9. PAYMENTS WITHHELD TO PROTECT TOWN........................IV-8

10. DEDUCTIONS FOR IRREPARABLY DEFECTIVE WORK................IV-8

11. PAYMENTS WITHHELD ON ACCOUNT OF NON-COMPLIANCE...........IV-8

12. REMEDY FOR NON-PERFORMANCE BY CONTRACTOR.................IV-8

13. RIGHT OF TOWN TO USE PORTIONS OF WORK PRIOR TO FINAL

ACCEPTANCE ..............................................IV-9

14. DEFAULT BY CONTRACTOR....................................IV-9

15. TERMINATION WITHOUT CAUSE...............................IV-10

16. RELEASES ................................................ V-11

17. SUB-CONTRACTS...........................................IV-11

18. SUB-CONTRACTOR'S RESPONSIBILITIES.......................IV-12

19. OTHER CONTRACTORS.......................................IV-12

20. INSURANCE COVERAGE......................................IV-12

21. HOLD HARMLESS PROVISIONS................................IV-13

22. CONVICTION OF A CRIME...................................IV-14

23. COMMENCEMENT AND COMPLETION OF PROJECT..................IV-14

24. DAMAGES FOR DELAY.......................................IV-15

25. LIQUIDATED DAMAGES......................................IV-15

26. CHANGES IN THE WORK.....................................IV-16

27. NOTICE PROCEDURES.......................................IV-16

28. LABOR STANDARDS AND MINIMUM WAGES.......................IV-17

29. SECURITY FOR PERFORMANCE................................IV-17

30. PLANS AND SPECIFICATIONS FURNISHED TO CONTRACTOR........IV-18

31. DRAWINGS TO BE FURNISHED BY CONTRACTORS.................IV-18

32. CONTRACTORS TO CHECK PLANS AND DATA.....................IV-18

33. APPROVAL OF SHOP DRAWINGS...............................IV-19

34. RECORD DRAWINGS.........................................IV-20

35. DECISIONS OF THE ENGINEER...............................IV-20

36. MATERIALS AND EQUIPMENT.................................IV-20

37. ENGINEER SOLE JUDGE OF QUALITY AND SUITABILITY..........IV-20

38. BRANDS OR EQUAL........................................ IV-22

39. CARE AND PROTECTION.....................................IV-22

40. REMOVAL OF REJECTED WORK OR MATERIAL....................IV-22

41. MECHANIC'S LIEN.........................................IV-22

42. DISCHARGE OF EXPLOSIVES.................................IV-23

43. PREVENTION OF DUST HAZARDS..............................IV-24

44. LINES AND GRADES........................................IV-24

45. SAFEGUARDING WORK.......................................IV-24

46. CONSERVATION OF EXISTING TREES..........................IV-24

47. RIGHTS-OF-WAY AND LIMITS OF WORK........................IV-24

48. BENCH MARKS.............................................IV-25

49. COOPERATION AND SUB-CONTRACTORS.........................IV-25

50. AREAS TO BE OCCUPIED BY THE CONTRACTOR..................IV-25

51. PUBLIC SAFEGUARDS - PROTECTION AND MARKINGS.............IV-36

52. FIELD OFFICE............................................IV-26

53. TEMPORARY SERVICES......................................IV-27

54. WATER ..................................................IV-27

55. SANITARY REGULATIONS AND PROVISIONS.....................IV-27

56. HEATING.................................................IV-27

57. FIRST AID...............................................IV-27

58. ACCIDENT PREVENTION.....................................IV-28

59. CONTRACTOR'S AND SUB-CONTRACTOR'S EMPLOYEES.............IV-28

60. HOURS OF WORK...........................................IV-28

61. NOTIFICATION FOR BEGINNING WORK AND SEQUENCE............IV-28

62. CLEAN UP................................................IV-29

63. FINAL INSPECTION ........................................ V-29

64. MAINTENANCE.............................................IV-30

65. STOPPING OF WORK........................................IV-30

66. UTILITIES...............................................IV-30

67. DRAINAGE................................................IV-30

68. REFERENCED SPECIFICATION: NEW YORK STATE DEPARTMENT OF

TRANSPORTATION SPECIFICATIONS.......................... IV-31

69. GENERAL SPECIFICATIONS FOR EXCAVATION AND EMBANKMENT....IV-31

70. TEMPORARY STRUCTURES AND INSURANCE......................IV-35

71. DISCRIMINATION AGAINST EMPLOYEES PROHIBITED.............IV-36

72. POSTING OF ANY DISCRIMINATION NOTICES...................IV-37

73. CONTRACT INCLUDES ALL APPLICABLE LAWS...................IV-37

74. LICENSES AND PERMITS....................................IV-37

75. TOWN EXEMPT FROM TAXES..................................IV-37

76. NOTICE OF DAMAGE........................................IV-38

77. ASSIGNMENTS PROHIBITED..................................IV-38

78. SECTION 103-A, GENERAL MUNICIPAL LAW....................IV-38

79. SECTION 103-D, GENERAL MUNICIPAL LAW....................IV-39

80. CORPORATE RESOLUTION OF CONTRACTOR......................IV-39

81. BUSINESS CORPORATION LAW................................IV-39

82. ENTIRE CONTRACT INCLUDED IN DOCUMENTS...................IV-39

83. DELIVERY OF COROLLARY DOCUMENTS.........................IV-39

84. CERTIFICATION...........................................IV-40

85. CLAIMS..................................................IV-40

ATTACHMENTS

Attachment No. 1 - New York State Prevailing Wage Rates

RFB TOR 19-26 SPOOK ROCK SEWER

PART I

NOTICE TO BIDDERS

1. ADVERTISEMENT

2. RECEIPT OF BIDS

(a) The Town of Ramapo, Rockland County, New York, herein called the "Owner", invites proposals on the forms attached hereto.

All blanks must be filled in appropriately. Bids shall be received by the Town Clerk at Ramapo Town Hall, 237 Route 59, Suffern, New York 10901, until AUGUST 18, 2026 AT 11:00 AM, at which time and place they will be publicly opened and read aloud. The envelopes containing the proposals must be sealed, addressed to the Town Clerk, Town of Ramapo, 237 Route 59, Suffern, New York 10901, and be designated as BID FOR SPOOK ROCK ROAD SANITARY SEWER EXTENSION.

(b) The Owner may consider informal any proposal not prepared and submitted in accordance with the provisions hereof. Owner reserves the right to waive any deficiencies which are deemed to be minor in the sole opinion of the Town or reject any and all proposals. Any proposals may be withdrawn prior to the scheduled time for the opening of proposals. Any proposal received after the time and date scheduled will not be considered. No bidder may withdraw a proposal within forty-five days (45) after the actual date of the opening thereof.

IN ADDITION TO SUBMITTING THE PROPOSAL IN HARD COPY, THE TOWN

IS NOW REQUESTING ALL BIDS AND PROPOSALS ALSO BE SUBMITTED IN

ELECTRONIC FORMAT. CD/DVD AND OR FLASH DRIVE.

3. PREPARATION OF PROPOSAL

(a) Proposals must be submitted on the prescribed form. All blank spaces for bid prices must be filled in, typewritten or in ink, in both words and figures, with the unit price for the item or the lump sum for which the proposal is made. No bid will be accepted which contains any changes, additions, omissions or erasures.

(b) All proposals must be submitted in sealed envelopes bearing on the outside the name of the bidder, Contractor(s) address, and the name of the project for which the proposal is submitted. If forwarded by mail, the sealed envelope containing the proposal and marked as directed above must be enclosed in another envelope addressed as specified in Part III hereof, entitled “Bidder’s Proposal”, preferably by Certified Mail.

4. DIVISION OF PROJECTS

All the work on the project will be awarded as a single project.

5. QUALIFICATIONS OF BIDDER

(a) Only qualified bidders who have adequate experience, finances, equipment and personnel will be considered in making awards, based upon qualifying data submitted with the bid proposal.

(b) The Owner may make such investigations as the Owner deems necessary to determine the ability of the bidder to perform the work. The bidder shall furnish to the Owner all such information and data for this purpose as the Owner may request. The Owner reserves the right to reject any proposal if the evidence submitted by, or investigation of, such bidder fails to satisfy the Owner that such bidder is properly qualified to carry out the obligations of the Contract, and to complete the work described therein.

Conditional bid proposals will not be accepted.

“With respect to the insurance for which the Town of Ramapo is designated as an additional insured, this insurance will be primary to the Town of Ramapo.”

6. SECURITY ACCOMPANYING PROPOSAL

(a) On submission of the bid, Bidders shall have an option to either provide a bid bond or bid deposit. The bid bond shall be executed by a surety company acceptable to the Town, in an amount not less than five (5%) percent of the Grand Total Bid set forth in the proposal. Bid deposits shall be in an amount not less than five (5%) percent of the Grand Total bid set forth in the proposal.

All bid deposits shall be in the form of certified check, official bank check, or money order. Such deposits and bid bonds will be returned to all except the three lowest bidders within fifteen

(15) days after an award is made. The bid security of the three lowest bidders will be returned after the successful bidder has furnished the required letter of credit or bond and insurance.

(b) If all bids are rejected, the bid securities will be returned at the time of rejection. In the event the Contract has not been executed by the apparent successful bidder within forty-five (45) days after the date of opening of bids, the security accompanying the bid proposal of the next two lowest bidders will be returned to these bidders upon demand, unless one of these two bidders has been notified by the Owner of the acceptance of Contractor(s)’ bid proposal, or unless the time of award has been extended by agreement of the Town and lowest bidders.

7. LIQUIDATED DAMAGES FOR FAILURE TO ENTER INTO CONTRACT

The successful bidder, upon Contractor(s)’ failure or refusal to provide Performance and Maintenance Bonds and insurance required under the terms of this Contract, within seven (7) days after they have received notice of acceptance of Contractor(s) bid proposal, shall forfeit to the Owner, as liquidated damages for such failure or refusal, the security deposited for Contractor(s)’ proposal.

8. CONDITION OF WORK

Each bidder must inform themselves fully of the conditions relating to the construction and labor under which the work will be performed. Failure to do so will not relieve a successful bidder of Contractor(s)’ obligation to furnish all material and labor necessary to carry out the provisions set forth in Contractor(s)’ proposal.

9. ADDENDA AND INTERPRETATIONS

No interpretation of the meaning of the Plans, Specifi-cations, or other Contract Documents will be made to any bidder orally. Each and every request for interpretation shall be in writing and addressed to the Director of Public Works. All requests shall be submitted at least five (5) days prior to the date fixed for the opening of proposals. Any and all such interpretations and any supplemental instructions will be in the form of written addenda to the Contract Documents, which, if issued, will be mailed to all prospective bidders (at the respective addresses furnished for such purpose) not later than three (3) days prior to the date fixed for the opening of proposals. Failure of any bidder to receive any such addendum or interpretation shall not relieve any bidder from any obligation under Contractor(s)’ proposal submitted. All addenda so issued shall become part of the Contract Documents.

10. SECURITY FOR FAITHFUL PERFORMANCE

(a) Within seven (7) days of notification to the successful bidder of acceptance of Contractor(s)’ bid proposal, the Contractor shall furnish a labor, payment, performance and maintenance bond in an amount at least equal to one hundred percent (100%) of the contract price, as security for the faithful performance of this Contract, and for the payment of all persons furnishing labor and materials in connection with this Contract. The surety on such bond shall be a duly authorized surety company satisfactory to the Owner.

(b) The surety bond shall include a provision for maintenance as set forth in Paragraph 29 of the Agreement entitled “Security for Performance”.

(c) In lieu of a labor, payment, performance and maintenance bond, the successful bidder may provide an irrevocable letter of credit in such form and manner as may be approved by the Town Attorney, issued by a commercial bank or savings and loan institution acceptable to the Town, where the grand total bid (or total contract price) is less than $500,000. Such letter of credit shall be in an amount at least equal to one hundred percent (100%) of the grand total bid (or total contract price) and shall be made payable to the Town and shall secure the performance of the work under the contract.

11. POWER OF ATTORNEY

Attorneys-in-fact who sign bid bonds or other bonds required hereunder must file with each bond a certified copy of their power of attorney to sign said bonds.

12. FEDERAL, STATE, AND MUNICIPAL LAWS AND REGULATIONS

The Bidder's attention is directed to the fact that all applicable federal, state and municipal laws and rules and regulations of all authorities having jurisdiction over construction work in the locality of the project (including Section 220 of the New York Labor Law), shall apply to the Contract throughout, and they are deemed to be included herein the same as though herein written in full.

13. AWARD OF CONTRACT

(a) An award will be made to the lowest responsible and responsive bidder. However, the Owner reserves the right to waive any deficiencies which are deemed to be minor in the sole opinion of the Town and reject any or all bid proposals, or to make an award to other than the low bidder or to advertise for new proposals, if, in the opinion of the Town Board, the best interest of the Owner will thereby be promoted.

(b) The amount of work indicated in the Proposal is not guaranteed. The estimates there given are for the purpose of arriving at total bid prices to make a comparison in awarding the work. The Owner reserves the right to delete any items of work it deems unnecessary.

(c) Any conditions set forth in the bid proposal will be deemed a counter-offer and will render the bid proposal non-responsive.

(d) The Agreement on pages IV-1 thru IV-49 shall be signed and notarized by the Bidder and returned with the Bidder’s Proposal. Said contract shall not become effective until the date of execution by the Owner.

(e) Determination of the low Bidder and the Award of the Contract for this project will be made based upon the lowest responsible, responsive bid for the Base Bid plus any alternates or combination thereof for this Project, and deemed to be in the best interest of the Owner.

14. TIME FOR COMPLETION AND LIQUIDATED DAMAGES

(a) Time is of the essence with respect to performance of the work hereunder. Work to be completed within 6 months from time of award.

(b) The attention of the bidder is directed to Section 25 of Agreement herein.

15. OBLIGATION OF BIDDER

At the time of the opening of bid proposals, each bidder will be presumed to have inspected the site of the proposed work, and to have read and to be thoroughly familiar with the Plans and Contract Documents (including all Addenda). The failure or omission of any bidder to receive or examine any form, instrument or document, shall in no way relieve any bidder from any obligation with respect to Contractor(s)’ proposal.

16. ACCEPTANCE OF AWARD

The Bidder shall submit with Contractor(s)’ proposal an executed copy of the Agreement annexed hereto. The Owner will notify the successful bidder by mail, telefax, or delivery within forty-five (60) days after the date of opening of the proposals, or any time thereafter before the proposal is withdrawn, of its acceptance of the bid proposal. The undersigned, within seven (7) days after the date of mailing, telefaxing, or delivery of such notice of acceptance, will deliver proof of the insurance required under the Contract. The Owner will return to the successful bidder a copy of a fully executed contract. Said contract shall be effective upon the date it is signed by the Owner.

PART II

GENERAL SPECIFICATIONS

1. The successful bidder shall commence work within five (5) calendar days.

2. Bid prices should be quoted without Federal Excise Tax or Transportation Taxes of New York and/or State Sales Tax, as the Town is exempt from such taxes.

3. All prices shall be net, FOB Town of Ramapo.

4. Contract payments cannot be processed until the Contract items have been delivered in a satisfactory condition. Payment will be based on an invoice used in the supplier’s normal course of business. However, such invoice must contain sufficient information, including, but not limited to, the person and department that placed the order, the purchase order number, invoice date, description of material, quantity, price per unit, extended price and invoice total.

5. In the event the successful bidder fails to deliver required items in good order within the time frame allowed, the Town of Ramapo reserves the right to purchase the services elsewhere, and any excess cost to the Town of Ramapo will be absorbed by such delinquent successful bidder.

6. The Town of Ramapo reserves the right to reject any and/or all bids, wholly or in part, to waive technical defects, and to make awards deemed to be in the best interests of the Town of Ramapo.

7. All materials and equipment purchased must be of the latest manufacturer’s design and specifications of the current year.

PART III

TOWN OF RAMAPO

BIDDER’S PROPOSAL

Opening Date: Time:

Location: Town of Ramapo Town Hall 237 Route 59 Suffern, New York 10901

NOTICE: Bids must be made on this form. In order to avoid "non-responsiveness" there must remain annexed hereto upon submis-sion of the bid all of the Contract Documents. In addition, one copy of each addendum received by bidder must be annexed hereto upon the submission of this bid.

TO THE TOWN OF RAMAPO:

A. The undersigned * , acknowledging that they are a(n) (officer) (partner) (principal) of the Contractor and they have carefully examined the Bid Solicitation Package, offers to furnish and deliver to the Town in strict conformity with each and every provision of the Contract Documents all of the items awarded.

B. The Contractor is a (corporation) (partnership) (sole proprietorship) (other: specify ). State of incorporation: .

C. The undersigned hereby designates the following office as the office for the purpose of receiving any written notice permit-ted or required to be served upon the contractor by any provision of the Contract Documents, including, without limitation, Notice of Award of the Contract:

Telephone Number:

* Strike the two inapplicable capacities. If the bidder is a foreign corporation, it must agree to accept service of process as provided herein.

** This information must be supplied by bidders, corporate and otherwise and shall include the bidder's telephone number.

D. (Paragraphs "D" and “E” shall bind only those corporate bidders that are not organized and existing under the laws of the State of New York). If bidder is a foreign corporation, bidder must submit a certificate that it is authorized to do business in the State of New York and in the County of Rockland.

E. The undersigned, a foreign corporation, agrees as follows:

That personal service of process in any action, suit or proceeding instituted by the Town against the undersigned on or in connection with this Bid or the Contract may be made by registered special delivery mail addressed to the undersigned at the address referred to hereinabove in paragraph “C” of this Bid, unless a different address within the State of New York be specified below, in which event service as aforesaid may be made only at the address specified below or at such other mailing address within the State of New York as is substituted therefor by the undersigned by notice in writing to the Town.

F. By submission of this bid, the undersigned and each person signing on behalf of the undersigned certify, under penalty of perjury, that:

(1) The prices in this bid have been arrived at independently without collusion, consultation, communication, or agreement, for the purpose of restricting competition, as to any matter relating to such prices with any other bidder or with any competitor;

(2) Unless otherwise required by law, the prices which have been quoted in this bid have not been knowingly disclosed by the undersigned and will not knowingly be disclosed by the undersigned prior to opening, directly or indirectly, to any other bidder or to any competitor;

3) No attempt has been or will be made by the undersigned to induce any other person, partnership or corporation to submit or not submit a bid for the purpose of restricting competition.

(4) That no officer, agent, or employee of the Owner is personally interested directly or indirectly in the Contract or the compensation to be paid thereunder, and

(5) That no representation, statement or statements, oral or in writing, has induced him to enter into the Contract excepting only those contained in the Contract Documents or made part hereof by its terms.

G. I hereby acknowledge receipt of the following addenda set forth below

Addendum No. Date of Receipt

H. It is understood by the undersigned that the quantities set forth in Section I, Price Schedule, are solely for the purpose of facilitating the comparison of bidder proposals and that the Contractor's compensation will be computed on the basis of actual quantities in the completed work, whether such actual quantities be more or less than the quantities shown in the schedules.

I. The bidder is advised that this project is funded by a

U.S. Department of Housing and Urban Development Grant. Contractor is required to follow requirements of the grant, including following Federal and New York Labor Standards. See form HUD-4010 that is made part of the Contract Documents for more information.

*Seal and authorized signature required if Bid is by a corporation.

SECTION J - SECURITY FOR PROPOSAL

The undersigned submits, as security accompanying this proposal, Bid Deposit in the amount of $ or Bid Bond in the amount of $ with as surety thereon.

K. The undersigned agrees to commence work at the site within five (5) days of the notice to proceed from the Owner. Such notice shall be no later than ten (10) days after the date of signing of the Contract. The bidder further agrees to complete the Work under the Owner's Notice to Proceed. In the event of any delay beyond the agreed date of completion, the undersigned agrees to pay the Owner the liquidated damages as set forth in paragraph 25 of the Agreement and further agrees that no progress payments will be made by the Owner after such agreed date of completion until the final completion of the Work.

L. Bidder agrees to submit the following attachments with this proposal. Such attachments shall become a part of the con-tract.

(1) Sworn statement of previous experience, consisting of sheet(s);

(2) Sworn statement of business and technical organization, consisting of sheet(s);

(3) Certified recent (within three months) financial statement consisting of sheet(s);

(4) Sworn statement of plant and equipment available for use on this project, consisting of sheet(s).

Bidder's failure to submit the attachments required under paragraph L may render the bid proposal non-responsive.

M. The undersigned further agrees to comply with the re-quirements as to conditions of employment, wage rates, and hours of labor as set forth in the Contract Documents.

N. The offer made by the foregoing shall be irrevocable for sixty (60) days or such greater period after the date on which the Town opens the same as set forth in paragraph 1 of the Invitation to Bid.

O. Vendor does hereby certify that no officer, director or any party holding a controlling interest (defined as five (5%) percent or more, or in the case of a corporation any stockholder owning five (5%) percent or more of the outstanding shares) has been convicted of a crime, excluding Class B and Unclassified Misdemeanors (as defined under the New York State Penal Law and its equivalent in any sister state or under Federal Law).

IN WITNESS WHEREOF, the undersigned has caused this Bid to be signed and delivered as of the date first herein set forth and agrees to perform the work in accordance with the terms and conditions of the Contract and award the same.

FEDERAL ID#

(Legal name of Corporation, Individual or Firm and any d/b/a name)

DATE:

By:

(Name and Title)

ATTEST:

Secretary (Address)

PART IV

AGREEMENT

THIS AGREEMENT made and entered into the day of 2026, by and between , a Corporation organized under the laws of the State of , with its principal offices located at , hereinafter referred to as the "Contractor" and

TOWN OF RAMAPO, a municipal corporation of the State of New York, with its offices located at No. 237 Route 59, Suffern, New York 10901, hereinafter referred to as the "Town" or "Owner."

W I T N E S S E T H:

That the Town and the Contractor, for the consideration hereinafter mentioned, agree as follows:

1. CONTRACT DOCUMENTS:

a. The Contract shall consist of the Advertisement for Bids, the Information for Bidders, the Bid Form, the Price Schedule, the Agreement, including all exhibits attached thereto, the Specifications, the Summary of Work, the Applicable Plans and Specifications, and all Addenda (the "Contract Documents"). Any and all obligations of the Town and the Contractor are fully set forth and described therein.

b. All of the above documents are intended to complement each other so that any work called for in one and not mentioned in one or more of the others is to be performed the same as if mentioned in all said documents.

c. In the event a discrepancy exists between the Agreement and the attached specifications, the specifications shall be applicable.

d. In the event a discrepancy exists between the drawings and the attached specifications, the attached specifications shall apply.

e. In the event there are any differences between this Agreement and the Specifications, the provisions which best suit the needs of the Town, as determined by the Engineer, will prevail.

2. WORK INCLUDED:

a. The Contractor agrees to do all the work and furnish, at Contractor(s)’ own cost and expense, all labor, materials, equipment and other facilities necessary or proper for, or incidental to, the SPOOK ROCK ROAD SANITARY SEWER EXTENSION the "Work").

b. All such work shall be performed in a workmanlike manner in accordance with the

Contract Documents and to the satisfaction of the Engineer.

3. CONTRACTOR'S REPRESENTATIONS:

a. The Contractor agrees that they have carefully examined the Contract Documents together with the site of the proposed work, as well as its surrounding territory, and is fully informed regarding all of the conditions affecting the work to be done and labor and materials to be furnished for the completion of this contract, including the existence of poles, wires, buildings, pipes, and other facilities and structures of the owner of the property and of municipal and other public service corporations on, over and under the site. Contractor represents that this information was secured by personal investigation and research and not from the estimates or records of the Town, and that the Contractor will make no claim against the Town by reason of estimates, tests or representations of any officer or agent of the Town.

b. The Contractor hereby represents that the only person or persons interested as principal or principals in the bid or proposals submitted by the Contractor for this contract are named therein, and that no persons, other than those mentioned therein, have any interest in the above mentioned proposal or in the securing of the award. Contractor further represents that this contract has been secured without any connection with any person or persons other than those named and that the proposal is in all respects fair and was prepared and secured without collusion or fraud, and that neither any officer nor employee of the Town has or shall have a financial interest in the performance of the contract or in the supplies, work or business to which it relates, or in any portion of the profits thereof.

4. CONTRACT AMOUNT:

a. The Town agrees to pay and the Contractor agrees to accept, in full payment for the complete performance of the work, the prices stipulated in the Bid Proposal, subject to additions and deductions as provided for in the Contract Documents (Total Contract Price). Said work shall be performed in accordance with the Contract Documents without any further expense of any nature whatsoever to the Town other than the consideration set forth in this Agreement.

b. Changes in the work, requiring more or less of the items for which prices are set forth in the proposal, may be made by the Town upon a written change order. When changes result in the use of more of the respective items, as shown on the Plans and as specified, payment will be made in accordance with the prices in the form of proposal. When the changes result in the use of less of the items than shown on the Plans and Specifications, deductions will be made in accordance with said prices in the form of proposal.

c. The Town reserves the right, at any time during the progress of the Work, to alter the plans or omit any portion of the Work as it may deem reasonable or necessary for the public interest, making allowance for additions and deductions at the prices set forth in the bid proposal for this work, without constituting grounds for any claim by the Contractor for damages or for loss of anticipated profits, or for any variations between the approximate quantities and the quantities of the work as done.

5. DEFINITIONS:

a. Whenever in these specifications the following terms, or pronouns in their places, are used, the intent and meaning shall be as follows:

i. "Contract" or "Contract Documents" means: The Advertisement for Bids, the Bid Form, the Price Schedule, the Information for Bidders, the Form of Proposal, the Agreement, the Specifications, the Summary of Work, all applicable Plans and Addenda.

ii. "Contractor" or "Prime Contractor" means: As defined in the recital to this contract.

iii. "Directed" and Required", etc. means: Wherever in the Specifications or upon the drawings, DIRECTED, REQUIRED, PERMITTED, ORDERED, DESIGNATED, PRESCRIBED, or words of like import are used, it shall be understood that the direction requirement, permission, order, designation, or prescription of the Engineer is intended; and similarly, the words APPROVED, ACCEPTABLE, SATISFACTORY, or words of like import shall mean approval acceptable to, or satisfactory to the Engineer, unless otherwise expressly stated.

iv. "Engineer" means: Town of Ramapo Duly authorized engineering firm.

v. "Extra Work" means: Such work, actually executed by the Contractor with the written approval of the Director of Building and Code Enforcement, and not indicated on the plans or in the Contract price and for the execution of which a written contract is entered into.

vi. "Plans" means: All drawings or reproductions of drawings, approved or to be approved by the Engineer relating to the Work.

vii. “Specifications” means: The directions, provisions and requirements, together with all written agreements, made or to be made, setting forth or relating to the method and manner of performing the work, or to the quantities and qualities of material and labor to be furnished under the terms of the contract.

viii. "Sub-contractor” means: All persons, partnerships or corporations having contracts awarded them by the Contractor or other Sub-contractors, to do or perform any part of the work.

ix. "The Work" or "The Projects" means: All of the work to be executed and finished by the Contractor under the terms of the Contract.

x. "Town" or "Owner" means: The Town of Ramapo as defined herein.

6. CONTRACTOR’S RESPONSIBILITIES:

Contractor shall supervise and direct Work using Contractor's best skill and attention.

Contractor shall be solely responsible for and have control over construction means, methods, techniques, sequences and procedures and for coordinating all portions of Work under this Contract.

All materials which are to be furnished either by Contractor or other contractors for use by

Contractor shall be unloaded, received, sorted, properly protected, stored, and signed for by Contractor who shall assume responsibility for all such material. Owner may assign material or equipment orders to Contractor whereupon Contractor shall be responsible for the performance thereof to the same extent as if Contractor had entered into such order directly.

Contractor's facilities, offices, storage rooms, tool sheds, equipment, temporary construction, scaffolding, surplus materials, waste, other materials and other items stored on or located at the Project will be situated at such locations as shall be designated by the Owner and the same shall be relocated when so directed by Owner. All such facilities, offices, storage rooms and tool sheds shall be adequate for the purpose intended and built and maintained in accordance with all Legal Requirements and insurance company recommendations. Contractor's office shall be equipped with a facsimile machine. Each of the foregoing items shall be removed from the Project when no longer required for Work or as required by Owner.

With the exception of the building permit to be obtained by others, Contractor will obtain and maintain all other licenses, governmental approvals, including street and sidewalk opening and closing permits, rig licenses, hoist licenses or permits, scaffolding licenses and permits and all other permits, licenses and sign offs required by Legal Requirements arising out of or related to Work.

During the performance of Work:

(a) Contractor shall employ at the Project a superintendent and necessary assistants or foreman; satisfactory to Owner, to whom Owner may give instructions and who shall have authority to implement them. Contractor shall at all times adequately staff Work with sufficient workers to perform Work in accordance with the schedule applicable to Work. Contractor shall not change or remove key staff members assigned to the Project unless no longer employed by Contractor. Owner shall have the right to require Contractor to remove Contractor's superintendent or foreman from the Project should these parties fail to perform their duties in a satisfactory manner as determined solely by Owner.

(b) Contractor shall coordinate Work with the Work of all Other Contractors. Work shall be performed in such a way as not to interfere with, affect or delay the progress or completion of any and all other work being pursued, conducted or performed on or at the Project, including, without limitation, Other Contractors and Owner.

If Contractor shall discover that any of the Plans and Specifications or other Contract

Documents require work or material which is in violation of Legal Requirements, Contractor shall promptly bring such discrepancy to the attention of the Engineer and Work shall be modified to conform to Legal Requirements.

All Work shall be performed in accordance with all Legal Requirements and industry accepted means, methods, techniques, sequences and procedures. Contractor shall correct Work cited in any violation issued by governmental authorities, agencies and industry organizations, appear in court or at administrative hearings and pay all fines associated with such violations.

Contractor shall before commencing with any portion of Work examine prerequisite work by Other Contractors and report any defects or improper conditions to Owner and permit Owner reasonable time in which to have such defective or improper condition rectified. Contractor shall use all necessary means to discover any defect in work being performed by Other Contractors which impacts on the proper performance of Work and this Contract. If Contractor should proceed with any of its Work without having first made such an attempt to discover defects in prerequisite work, failure of Work to perform properly or any resulting defect therein shall be the responsibility of Contractor. Failure by Contractor to detect or report any such defect or improper condition before proceeding with its Work shall be deemed to be conclusive acknowledgment by Contractor as to the correctness of all preceding work, in which event Contractor shall bear and be responsible for all costs, expenses or damage resulting therefrom. Contractor will request shop details, Plans and layouts, of work of other contractors abutting, connecting to, adjacent to, contiguous with or in any way affecting Work and Contractor will carefully fit, conform, and coordinate Work with that of other contractors so that the work of all shall be coordinated.

Contractor shall make its staff available to and cooperate with Engineer for field checking, inspection, start up and testing of equipment that has been provided by Contractor.

When Contractor is performing layout of Work, Contractor shall give prior notice to Engineer who shall have the option to be present during such layout. Contractor shall maintain all customary forms and records for Work including, without limitation, daily logs, complete sets of all Plans and Specifications, notes and memoranda, reports, permits, approvals, certificates and other pertinent documents. Owner shall have the right to inspect and review Contractor's books, documents and other records pertaining to Work and the Project at any time and from time to time during and after the completion of Work. During the progress of its Work, Contractor shall maintain its records at the Project and at its home office and thereafter retain such records for a period of seven (7) years following completion of Work. Owner shall be given access to such books, documents and other records immediately after request therefor during the course of Work and at any time thereafter upon five (5) days' notice. Permits and other public notices shall be properly and prominently displayed at Contractor's office at the Site.

In addition to any independent testing that Trade Contractor is to perform as required by

Plans, Specifications, Legal Requirements or as deemed advisable by Engineer, Owner at its expense may retain independent testing laboratories or other professional services or engineers to perform tests in connection with Work.

Trade Contractor shall furnish samples of all materials and component parts of its Work required as test specimens in connection with tests hereunder. Trade Contractor shall provide required labor and facilities at the Project as may be required for the performance of such tests and failing to do so Owner shall provide such facilities at the cost of Trade Contractor.

The results of all tests and inspections shall be made available to Owner.

If any Work has been covered contrary either to the requirements of the Contract

Documents or to the specific instructions of Owner, before such Work has been observed, such Work will, upon request of Owner, be uncovered for observation, replaced and recovered at the expense of Trade Contractor.

If any Work has been covered which is not required to be observed by Owner prior to being covered, Owner may request to see Work in question and it shall be uncovered by Trade Contractor as directed. If such Work is found to be in accordance with the requirements of the Contract Documents, Trade Contractor shall be reimbursed for the cost of such uncovering and recovering.

If such Work is found not in accordance with the Contract Documents the uncovering, replacement and recovering shall be at the expense of Trade Contractor.

Contractor shall complete all "punch list" timely so as to cause no delay to the final completion of Work or the work of Other Contractors items. Should Contractor fail to complete punch list work timely, Owner shall have the right to (i) reduce the amount of the schedule of values set forth in Contractor's payment breakdown submitted in Contractor's application for final payment and (ii) cause such punch list to be completed by others and the cost thereof shall be deducted from the Contract Price.

7. PAYMENTS TO CONTRACTOR:

a) Prior to the completion of the project, but no more than once per month from when the work commences, the Contractor may submit application for progress payments to the Engineer for review. Progress payments will be calculated and paid on the basis of 1) the progress of the work measured by the units of payment of items completed or 2) percent completion of lump sum items as verified by the Engineer. Town will retain five (5%) percent of each such progress payment until final completion and acceptance of all work covered by this contract. All work and material covered by each such progress payment shall, upon payment of the progress payment, become the sole property of Town, but Contractor shall nevertheless bear the sole responsibility for the care and protection of the work. Such progress payments shall not act as a waiver of the right of Town to require the fulfillment of all of the terms of the contract.

b) Any claim that the contractor may have pursuant to the terms of this Contract, or otherwise, must be immediately filed with the Engineer, and simultaneously with the application for any payment with the Department of Finance of the Town. Such filing shall be in writing and in affidavit form setting forth the facts, circumstances and costs of labor or material in dispute or extras. Any claim arising prior to the time of filing of the voucher for payment which is not claimed simultaneously therewith shall be deemed released and waived in the manner of an accord and satisfaction shall constitute a general release to the Town for those items.

c) Before any payments will be made under this Contract, the Contractor and all its Sub-contractors shall submit to the Engineer certified statements, in satisfactory form, certifying to the accounts then due and unpaid by such Contractor and Sub-contractor for all laborers for daily or weekly wages on account of labor performed upon the Work under this Contract. The term "laborers" as used herein shall include workmen and mechanics.

d) Prior to the completion of the project, upon necessary and required documentation, progress payments will be made less five percent (5%) of the aggregate of payments previously made and less an amount necessary to satisfy any claims, liens, or judgments against the Contractor which have not been suitably discharged.

e) Upon completion of the project, the Engineer shall make a final inspection for approval of all the work done under this Contract. Within fifteen (15) days after the acceptance of the work by the Engineer and the Town, the Engineer shall prepare a final certificate of the work done and the value thereof. The Town shall, upon approval of the final certificate, and upon receipt of proof required pursuant to paragraph 7(f) below, and items required pursuant to paragraph 16 below, promptly pay the Contractor the entire sum found due thereunder after deducting all percentages and amounts to be kept and retained under provisions of this Contract.

f) The Contractor agrees that it will indemnify and save the Town harmless from all claims growing out of any demands of subcontractors, laborers, workmen, mechanics, tradesmen, and suppliers used in the furtherance of the performance of this contract. The Contractor must furnish satisfactory evidence that all obligations herein above designated have been paid, discharged, or waived. If the Contractor fails to do so, then the Town may, fourteen (14) days after having served written notice on the Contractor, either pay unpaid bills, of which the Owner has written notice, directly, or withhold from the Contractor's unpaid compensation a sum of money deemed reasonably sufficient to pay any and all such lawful claims until satisfactory evidence is furnished that all liabilities have been fully discharged, whereupon payment to the Contractor shall be resumed in accordance with the terms of this contract. In no event shall this be construed to impose any obligations upon the Town to the Contractor.

g) In paying any unpaid bills of the Contractor, the Town shall be deemed the agent of the

Contractor. Any payment so made by the Owner shall be considered payment made under the contract by the Town to the Contractor. The Town shall not be liable to the Contractor for any such payment made in good faith.

8. PAYMENT CONSTITUTES RELEASE:

The acceptance by the Contractor of the payment shall be and shall operate as a release to the Town from all claims and liability to the Contractor for anything done or furnished in connection with this work and for any act or neglect of the Town relating to or affecting the work.

No payment, however, final or otherwise, shall operate to release the Contractor or Contractor(s)’ sureties from any obligation under this Contract or the Performance Bond.

9. PAYMENTS WITHHELD TO PROTECT TOWN:

In addition to any amounts that the Town may retain from any payments until the final completion and acceptance of all work covered by the Contract, the Town may withhold from payment to the Contractor such amount or amounts as, in its judgment, may be necessary to pay just claims due and unpaid to any persons supplying labor or materials in and about the work and to protect the Town from loss due to injury of persons or damage to the Work or property of other Contractors, Sub-contractors or others caused by the act or neglect of the Contractor or any of Contractor(s)’ Sub-contractors. The Town may apply such withheld amount or amounts to the payment of such claims at its discretion. In so doing, the Town shall be deemed the agent of the Contractor and any payment so made in good faith by the Town shall be considered as a payment made under the Contract by the Town to the Contractor. Such payment may be made without prior judicial determination of the claim or claims.

10. DEDUCTIONS FOR IRREPARABLY DEFECTIVE WORK:

Should the Town deem it inexpedient to correct work that was defective or not done in accordance with the Contract, an equitable deduction from the Contract price shall be made therefor.

11. PAYMENTS WITHHELD ON ACCOUNT OF NON-COMPLIANCE:

It is further agreed that so long as any lawful or proper direction concerning the work or material given by the Engineer shall remain non-complied with, the Contractor shall not be entitled to have any estimate made for the purpose of payment, nor shall any estimate be rendered on account of work done or material furnished until such lawful or proper direction aforesaid has been fully and satisfactorily complied with.

12. REMEDY FOR NON-PERFORMANCE BY CONTRACTOR:

Should the Contractor become insolvent, or should refuse or neglect to perform the Work in a proper manner and as directed by the Town, or otherwise fail in the performance of any of Contractor(s)’ obligations under this Contract, then the Town, upon the certification of the Engineer that sufficient cause exists to justify such action, and after giving the Contractor seven

(7) days written notice, may, without prejudice to any other right or remedy, terminate the contract with the Contractor on the premises and take possession of all materials, tools, and appliances thereon and finish the Work by whatever method it may deem expedient. In such cases, no further payment shall be made to the Contractor until the work is completed at which time, if the unpaid balance of the contract price shall exceed the expense of finishing the Work, such excess shall be paid to the Contractor and Contractor(s)’ sureties shall pay the difference to the Town. The Town shall audit and certify the expenses incurred through the Contractor's fault.

13. RIGHT OF TOWN TO USE PORTIONS OF…