Draft_Demolition_Agreement.pdf

THIS CONTRACT IS PROVIDED FOR THE PURPOSE OF SUBMITTING A BID AND

DOES NOT CONSTITUTE A FINAL AGREEMENT BETWEEN THE PARTIES. THE

FINAL CONTRACT TO BE EXECUTED BETWEEN THE PARTIES SHALL BE IN A

FORM SUBSTANTIALLY SIMILAR TO THIS AGREEMENT BUT IS SUBJECT TO

FURTHER NEGOTIATION AND MODIFICATION BY CITY OF BRIDGEPORT

City of Bridgeport-Contractor

Agreement

For Demolition of 307 Center Street

THIS CONTRACT, effective on the date last signed below is by and between the CITY

OF BRIDGEPORT, 999 Broad Street, Bridgeport, CT 06604 (the "City"), acting herein through its Office of Planning and Economic Development, and [SUCCESSFUL BIDDER], _______________ a State of Connecticut duly registered domestic __________ (the

"Contractor").

WHEREAS, the Contractor submitted a bid to the City in response to Solicitation to bid for the demolition of building located at 307 Center Street (aka 307 Center Street), Bridgeport, CT (the “Project”); and

WHEREAS, the City accepted the Contractor’s bid for the Project; and

WHEREAS, the City desires to obtain the Contractor's services for said Project pursuant to the terms set forth in this Contract and the Attachments hereto (the “Project”).

NOW THEREFORE, THE PARTIES AGREE AND COVENANT AS FOLLOWS:

1. Scope of Services. The Contractor shall furnish all of the labor, services, equipment, materials, supplies, transportation, and incidentals necessary to complete the Project as specified in this agreement (also referred to herein as "Contract") and such shall be completed in a satisfactory manner, as reasonably determined by the City. All labor, services, equipment, materials, supplies, transportation, and incidentals shall comply with (i) any and all applicable local, state and federal laws, statutes, ordinances, rules and regulations, including without limitation all notice requirements thereunder, and (ii) generally accepted professional standards.

1.1. The Project consists generally of the demolition of the building located at 307 Center

Street (aka 307 Center Street) and subsequent clean-up of the area as more specifically detailed and described in the Bid Documents listed in Attachment A

I:\ATTORNEYS\JTM\307 Center Street Demolition Form Contract\Demolition Agreement - blank for bids (JM).docx all of which are hereby made material provisions of this Contract. Attachment A shall consist of the following, certain of which are attached hereto, are acknowledged by the Contractor as having been received, or otherwise hereby incorporated by reference as noted below, all of which are made a part hereof and the terms of which are incorporated into this Contract:

1. Invitation to Bid [BID #] and all Addenda

2. Contractor's Bid Proposal Response dated _-____________, with all supporting documents

3. City Purchasing Department Notice of Intent to Award of

4. Hazardous Building Materials Inspection Report dated _________

5. Application for Alternative Work Practices (“AWP”)

6. State of Connecticut Department of Public Health Approval of the AWP

7. Licenses for Contractor

8. Contractor Confirmation of Hazardous Waste Disposal Site &

Alternative Site

9. Performance Bond and Payment Bond

10. Contractor Insurance Documentation (Certificates, Endorsements, Declarations)

11. City Notice to Proceed

12. City Confirmation of Inapplicability of City MBE Ordinance

Requirements

13. Contractor’s Prevailing Wage Certification and CT DOL Prevailing

Wage Rates as of _______________

14. Contractor’s List of Subcontractors to perform trucking and environmental of _________________

15. All applicable Federal, State and local statutes, regulations charter and ordinances (incorporated by reference)

16. All permits and licenses (incorporated by reference)

17. Any and all amendment(s) and Change Orders issued by the City after execution of Contract (incorporated by reference)

1.2. Contract Documents. The entirety of Attachment A, whether attached or incorporated solely by reference, plus this executed instrument are together deemed the

Contract Documents (hereinafter collectively referred to as "Contract Documents"). The

City’s record copy of the Contract Documents shall control and shall be effective and binding on the Contractor.

1.3 Demolition Administration and Inspection. [DEMO ADMINISTRATOR]

(“[DEMO ADMINISTRATOR]”) will oversee the execution of the demolition contract during the pre-demolition and demolition phases of the project. [DEMO

ADMINISTRATOR] shall act as the City’s consultant and demolition administrator for the duration of the Project. [DEMO ADMINISTRATOR] shall oversee demolition of

I:\ATTORNEYS\JTM\307 Center Street Demolition Form Contract\Demolition Agreement - blank for bids (JM).docx the Project, monitor demolition schedules, perform on-site demolition inspection, monitor compliance with plans and specifications, review change orders which shall be limited to the quantity of material being disposed, oversee contract administration, and will provide the City with status updates related to the Project as is reasonably necessary to ensure completion of the Project. Contractor shall submit all requisitions for payment directly to the City and copy [DEMO ADMINISTRATOR] for its review and recommendations to the City for payment.

2. Representations Regarding Qualification and Accreditation. The Contractor represents that its employees are licensed to perform the scope of services 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 services required under the terms of this

Contract, including any supplementary work and the City relies upon Contractor’s representations.

2.1. Representations regarding 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.

2.2. Representations regarding Qualifications. The Consultant hereby represents that, to the extent required by Federal, State and Local statutes, regulations, codes, ordinances, and policies, that the Consultant and/or its employees be licensed, certified, registered, or otherwise qualified, the Consultant and all employees providing services under this Contract, are in full compliance with those statutes, regulations and ordinances. Upon City request, the Consultant shall provide the City a copy of the

Consultant’s licenses, certifications, registrations, etc.

3. Responsibilities of the Contractor. The Contractor agrees to properly implement the services required in the manner herein provided. The Contractor shall, in addition to any other responsibilities set forth in this Contract and the Schedules and Attachments hereto, perform the following coincident with the performance of this Contract:

3.1. Due Diligence Obligation. The Contractor acknowledges its responsibility 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, 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:\ATTORNEYS\JTM\307 Center Street Demolition Form Contract\Demolition Agreement - blank for bids (JM).docx

3.1.1 it conducted or had 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;

3.1.2 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;

3.1.3 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;

3.1.4 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;

3.1.5 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;

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

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

3.1.8. it has studied carefully all reports of investigations and tests of subsurface and latent physical conditions at the site or otherwise affecting cost, progress or performance of the scope of services which were utilized in the preparation of the plans and specifications;

3.1.9 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 scope of services at the Total

Compensation within the Contract Time and in accordance with the other terms and conditions of the Contracts; and certifies no additional examinations, I:\ATTORNEYS\JTM\307 Center Street Demolition Form Contract\Demolition Agreement - blank for bids (JM).docx investigations, tests, reports or similar data are or will be required by Contractor for such purposes;

3.1.10 it will remove all contaminated rubbish, debris and hazardous material from the designated buildings and legally dispose of the same in conformance with all applicable local, state and federal health and safety regulations; and

3.1.11 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.

3.2. Safety. Contractor shall perform all work in a safe manner in full compliance with local, state and federal health and safety regulations. Contractor shall immediately correct any dangerous condition caused by or resulting from its work. If it fails to correct, or to act diligently to correct, any condition which the City reasonably believes to be a hazard to persons or property, then immediately upon oral or written notice to any supervisory or similar personnel of Contractor, City may, but shall not be required to, correct same at Contractor's expense. City shall confirm in writing any oral notice given within five (5) business days thereafter. Contractor shall be responsible for providing and posting all signage necessary and appropriate for directing pedestrian traffic and for safety warning.

3.3. Storage. In the event the Project site has insufficient, inadequate, and/or improper storage space, it shall be the responsibility of the Contractor to secure, provide and maintain at the Contractor’s sole cost and expense (i) adequate off-site storage space for equipment, materials, incidentals, etc., and (ii) all associated delivery and transportation services. In either event, the Contractor shall assume full responsibility for equipment, materials, incidentals, etc. until both title and risk of loss pass to the City pursuant to Section 8 of this Contract.

3.4. Working Hours. N/A.

3.5. Cleaning Up. The Contractor shall at all times keep the Project site free from accumulation of waste materials or rubbish caused by Contractor's employees or subcontractors, and at the completion of the Work shall remove all rubbish from and about the Project and all tools, scaffolding and surplus materials and shall leave the

Project site "broom clean" or its equivalent, unless more exactly specified. In case of dispute, the City may remove the rubbish and charge the cost to the Contractor.

3.6. Publicity. Contractor agrees not to deliberately disclose the fact that the City has entered into or terminated this Contract or disclose any of the terms of the Contract or use the City's name in connection with any publicity, unless the City gives prior written consent to such use of the City's name in each instance.

I:\ATTORNEYS\JTM\307 Center Street Demolition Form Contract\Demolition Agreement - blank for bids (JM).docx

3.7. Standard of Performance. All Contractor labor, materials, supplies, components, equipment, reports, plans, specifications, drawings, deliverables, incidentals, etc., required to be furnished or delivered under this Contract shall conform in all respects with the requirements set forth in this Contract and shall meet or exceed those standards generally recognized in the Contractor's craft and trade in the State of

Connecticut.

3.7.1 In carrying out the Project, the Contractor must employ such methods or means as will not cause any interruption of or interference with the Work of any other contractor, nor with the normal routine of the institution or agency operating at the Project site.

3.8. Contractor’s Employees. The Contractor shall at all times enforce strict discipline and good order among its employees, and shall not employ on the Work any unfit person or anyone not skilled in the Work assigned. The Contractor shall not, without the prior written approval of the City's Using Agency, substitute, terminate, replace or otherwise remove any Contractor employee expressly named, identified or required in this Contract.

3.9. Subsurface/Unknown Site Conditions. If Project site conditions are encountered which are (i) subsurface or otherwise concealed physical conditions or other conditions which differ materially from those indicated in the Contract Documents, or

(ii) unknown conditions of an unusual nature which differ materially from those ordinarily found to exist and generally recognized as inherent or common in demolition activities of the character provided for in this Contract, then prompt notice by the observing party shall be given to the other party to this Contract before Project site conditions may be disturbed. The Contractor shall thereafter wait for written instructions from the City before proceeding with regard to such conditions.

3.10. Surveys. All surveys required under this Contract shall be performed by a State of Connecticut duly licensed land surveyor. Unless expressly stated to the contrary in

Section 1 of this Contract and Attachment A, the Contractor shall perform all layout work, all field measurements and all demolition staking required, necessary or prudent for the satisfactory prosecution of the Contractor’s obligations under this Contract as more specifically set forth in the Technical Specifications Notice to Contractor, which document is a part hereof as Attachment A to this Contract. Contractor shall be responsible for all costs associated with the foregoing surveying work.

3.11. Permits and Licenses. Unless expressly stated to the contrary in Section 1 of this Contract and Attachment A, the Contractor shall secure and obtain all permits and all licenses required, or necessary, or prudent for the performance of the Contractor’s obligations under this Contract., and for the City’s occupancy, use, and operation of the

Project.

3.12. Manufacturer's Directions. Where it is required in this Contract that materials, products, processes, equipment or the like be installed or applied in accord with

I:\ATTORNEYS\JTM\307 Center Street Demolition Form Contract\Demolition Agreement - blank for bids (JM).docx manufacturer's directions, specifications or instructions, it shall be construed to mean that the said application or installation by the Contractor shall be in strict accord with printed instructions furnished by the manufacturer of the material concerned for use under conditions similar to those at the Project site. One (1) copy of such instructions shall be furnished to the City.

3.13. Review by the City. The Contractor shall permit the City and the City's duly authorized representatives and agents, including [DEMO ADMINISTRATOR], to review, at any time, all work performed under the terms of this Contract at any stage of the Project.

3.14. Records Maintenance. The Contractor shall maintain or cause to be maintained all records, books or other documents relative to charges, costs, expenses, fees, alleged breaches of the Contract, settlement of claims or any other matter pertaining to the

Contractor’s demand for payment.

3.15. Use of Site. Contractor will not be permitted to access the Work from any location outside of the site enclosure fence and specifically from public streets, sidewalks and private property. In addition, Contractor will not be permitted to lift materials over these locations. If it becomes necessary for certain short-term activities to be performed outside of the site enclosure fence or over public areas, the Contractor will be responsible for all related costs including traffic control and premium time work in order to comply with all local ordinances and other requirements set forth in the Project documents.

3.15.1 The Contractor is responsible for the daily maintenance of the entire fence to ensure that the site is secure at all times, including during non-working hours.

3.15.2 When the conditions and activity on the site result in it being necessary, the

Contractor shall be responsible for procuring an offsite location for the purpose of material storage and employee parking. In addition to complying with all local traffic and parking ordinances, the Contractor will not be permitted to stage material deliveries on the streets in the area of the Project site or otherwise impact the residential or commercial activities of all surrounding public and private entities.

3.15.3 Other than the site itself, the Contractor shall restore streets, drives, curbs, sidewalks, and other existing conditions that where disturbed by demolition operations to a condition equal to their condition prior to the commencement of the work.

3.15.4 The Contractor, their subcontractors, vendors, etc. shall not erect any sign on the Project site without the prior written consent of the City. This consent may be withheld at the sole discretion of the City.

3.15.5 Smoking on a public property is strictly prohibited by law. Any employee of the Contractor caught smoking on the premises shall be immediately removed from the site.

4. Responsibilities of the City and City Reservation of Rights. Upon the City's receipt of Contractor's written request for specific information, the City will provide existing

I:\ATTORNEYS\JTM\307 Center Street Demolition Form Contract\Demolition Agreement - blank for bids (JM).docx documents, data and other materials the City agrees are necessary and appropriate to the services to be performed by the Contractor hereunder and the City will endeavor to secure, where feasible and where the City agrees it is necessary and appropriate, materials or information from other sources requested by the Contractor for the purpose of carrying out the services under this

Contract.

4.1. The City may, in its sole discretion, designate person(s) to act as the City's Project

Engineer(s) and/or Manager(s) and the City may, in its sole discretion, define such person(s) authority and responsibilities.

4.2. The City reserves the right to (i) perform work related or unrelated to the Project with the City's own forces adjoining, adjacent to, or in the vicinity of, the Project site and/or (ii) let separate contracts related or unrelated to the Project for work and services adjoining, adjacent to, or in the vicinity of, the Project site. In such event, the Contractor shall afford all such parties reasonable opportunity for storage of materials and equipment and for the uninterrupted provision and delivery of such parties' work and/or services. The Contractor shall cooperate with such parties and in the case of a dispute, the decision of the City shall be complied with by all.

5. Contract Time. The date of commencement is the date from which the Contract Time is measured and shall be no more than 10 days from the date set forth in the Notice to Proceed unless a different time is set forth therein. The Contractor shall achieve Substantial Completion of the Work not later than the date specified in the attached Schedule (Final Completion).

5.1. Within one (1) week of the City’s issuance of its written notice to proceed, and prior to the commencement of any work on the Project site, the Contractor shall submit for the City’s written approval a demolition progress schedule which shall become a material part of this Contract. On at least a monthly basis, the Contractor shall deliver to the City with a copy to its representative, [DEMO ADMINISTRATOR], a written status report setting forth an analysis and critique of the Contractor's compliance with said schedule.

5.2. Delay Damages

5.2.1 Time is and shall be of the essence for all Project Phase Completion

Dates, Milestones, Substantial and Final Completion Date. The Contractor further agrees that the Project shall be prosecuted regularly, diligently and uninterruptedly and at such rate of progress as will ensure full completion thereof within the Contract time stated above. It is expressly understood and agreed, by and between the Contractor and City, that the Phase Completion Dates, Milestones, Substantial and Final Completion Date are reasonable for the completion of the Project.

5.2.1.1 N/A

5.2.1.2 The City shall have the right to recover all damages pursuant to any remedy at law or equity including but not limited to deducting the

I:\ATTORNEYS\JTM\307 Center Street Demolition Form Contract\Demolition Agreement - blank for bids (JM).docx amount of any such damages from any monies due the Contractor under this Contract. The Contractor understands that if the entire Work or of any portion of the Work that the City has agreed to accept separately, if any, is not attained by the applicable completion dates as set forth in the entire Section 5, the City will suffer damages, which are difficult to specify accurately and ascertain. Delay damages based upon delay shall be assessed to compensate the City for all actual loss sustained by the delay, including, but not limited to, loss of use, increased cost of material or services to complete the project, loss of State funding, all other another actual expense, and all other damages allowed by law.

5.3 No Damage for Delay

In no event shall the Contractor be entitled to any compensation or recovery of any damages in connection with any Delay, including, without limitation, consequential damages, lost opportunity damages, attorney’s fees or other, similar remuneration. The City’s exercise of any of its rights or remedies under the Contract Documents, including without limitation, ordering changes in the

Work, or directing suspension, rescheduling or correction of the Work, regardless of the extent or frequency of the City’s exercise of these rights has been contemplated by the parties and shall not be construed as an exception.

6. Compensation. The City shall compensate the Contractor for satisfactory provision of all of the goods and services set forth in this Contract as follows in this Section 6. No claims for additional compensation will be considered for conditions made known to the Contractor prior to bidding. No claims for additional compensation will be considered on account of failure of the Contractor to completely inform itself as required herein above.

6.1. Fee Schedule. Subject to retainage, limitations, etc. set forth below in this

Section 6, the fee payable to the Contractor shall not exceed DOLLARS ($ )

(hereafter referred to as "Total Compensation"). Upon written request by the Contractor and when the Work, in the opinion of the Project Manager, has been substantially but not entirely completed, the City shall issue a Certificate of Substantial Completion. The

Contractor must submit with the notarized substantial completion requisition affidavit the following information:

6.1.1 A Final Verified Statement of Claims. The Contractor shall disclose any and all alleged claims against the City in any way connected with or arising out of this Contract setting forth with respect to each such claim the total amount thereof, the various items of labor and materials included therein, the alleged value of each item, and, if the alleged claim is one for delay, the alleged cause of each such delay, the period or periods of time comprising such claim with the dates when the Contractor claims the performance of the Work or a particular part thereof was delayed, and an itemized statement and breakdown of the amount claimed for each such delay. With reference to each such claim, the City shall have the same right to inspect and to make extracts or copies of the

Contractor's books, vouchers, records, etc. The Contractor understands and

I:\ATTORNEYS\JTM\307 Center Street Demolition Form Contract\Demolition Agreement - blank for bids (JM).docx agrees that, unless such claims are completely set forth as herein required, upon the City's issuance of the Certificate of Substantial Completion, the Contractor waives any and all claims except those disclosed in its verified statement of claims.

6.1.2 Final Written Complete Punch list. The Contractor shall simultaneously submit a final written complete punch list of unfinished items for review and comment to the City. If such punch list is deemed acceptable to the

City, the Project Manager will advise the Contractor to proceed with punch list work. The acceptance of the punch list does not waive the City's right to demand further correction of the Work, including but not limited to punch list work improperly executed, latent or hidden defects, and the like. This final punch list must specify the date for completion of all Work on the Contract, including punch list work.

6.1.3 Final Extension of Time. If necessary or required, the Contractor shall make a written request for a substantial or final extension of time to complete the

Work.

The Project Manager shall issue a voucher calling for payment of any part or all of the balance due for Work performed under the Contract, including monies retained hereunder, less any and all deductions authorized to be made by the City, whether under this Contract or under Law, less an amount that is double the amount the City considers necessary to ensure the Contractor's completion of the balance of the Work. Such a payment shall be considered a partial payment and not a final payment.

No further partial payments shall be made to the Contractor after the City issues a

Certificate of Substantial Completion, except the substantial completion payment and vouchers for progress payments that were properly filed with the City prior to the date of issuance of the Certificate of Substantial Completion. However, the City may grant a waiver for further partial payments after the date of substantial completion to permit payments for change order work, Extra work and/or release of retainage and deposits.

The Contractor shall request such a waiver regarding further partial payments in writing.

If, after Substantial Completion of the Work, final completion thereof is materially delayed through no fault of the Contractor or due to issuance of change notes affecting final completion, and the Project Manager so confirms, the Director of Purchasing, upon request by the Contractor and certification by the Project Manager, and without terminating the Contract, direct payment of the balance due for that portion of the Work as fully complete and accepted.

6.2. Retainage. At the City's sole discretion, it hereby reserves the right to withhold as retainage Five Percent (5%) of any payment (or monetary sum otherwise required by law) owed to the Contractor to be withheld from payments to the Contractor otherwise payable to the Contractor until such time as the Contractor's work and services to be provided under this Contact are fully completed and accepted in writing by the City. The

I:\ATTORNEYS\JTM\307 Center Street Demolition Form Contract\Demolition Agreement - blank for bids (JM).docx retainage does not include additional sums that the City may withhold due to the

Contractor's failure to comply with provisions of this Contract.

6.3. Limitation of Payment. Compensation to the Contractor is limited to those fees set forth in Section 6.1. of this Contract and is further limited to work (i) performed in fact, (ii) conforming with this Contract, and (iii) accepted in writing by a duly authorized

City employee after consultation with [DEMO ADMINISTRATOR]. Such compensation shall be paid by the City upon its review and approval of the Contractor’s invoices for payment and review of the Contractor’s work.

6.3.1 Funding. In the event this Contract is funded, in whole or in part, by

Federal and/or State monies, grants, loans, etc., all City payment(s) shall fully comply with all relevant Federal and State statutes and regulations. In the event this Contract is 100% funded by Federal and/or State monies, grants, loans, etc., the aggregate sum of all City payments shall not exceed the aggregate sum of such funding.

6.3.2 The Contractor and its affiliates are hereby provided with notice that the

City reserves the right, in the City’s sole discretion, to offset, withhold, or otherwise reduce City payment(s) to the Contractor, in an amount equaling the sum or sums of money the Contractor and/or its affiliates is/are, or become delinquent or in arrears on, regarding the Contractor’s and/or its affiliates real and personal property taxes and other payment obligations to the City.

6.4. Bid Costs. All costs of the Contractor in preparing its bid for shall be solely borne by the Contractor and are not included in the compensation to be paid by the City to the Contractor under this Contract or any other agreement.

6.5. Payment for Services, Materials, Appliances, Employees. The Contractor shall be responsible to 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 made, the Contractor shall furnish to the City a sworn, notarized, affidavit stating that all of the foregoing payment obligations have been fully completed.

6.6. Liens. Neither the City's final payment nor any part of the retained percentage, if any, shall become due until the Contractor, if required by the City, shall deliver to the

City a complete release of all liens arising out of this Contract, or receipts in full in lieu thereof, and, if required, in either case, an affidavit that so far as the Contractor has knowledge or information, the releases and receipts include all the labor and material for which a lien could be filed; but the Contractor may, if any subcontractor refuses to furnish a release or receipt in full, furnish a bond satisfactory to the City, to indemnify it

I:\ATTORNEYS\JTM\307 Center Street Demolition Form Contract\Demolition Agreement - blank for bids (JM).docx against any lien. If any lien remains unsatisfied after all payments are made, the

Contractor shall refund to the City all moneys that the City may be compelled to pay in discharging such a lien, including all costs and a reasonable attorney's fee.

6.7. N/A

6.8. Final Payment. After completion and final acceptance of the Work, the

Contractor shall submit without limitation all required certificates, warranties, final lien waivers and releases, and other items required by the Contract Documents, together with a written, notarized request affidavit for the balance claimed to be due under the Contract and the following additional documents:

6.8.1 Amended Verified Statement of Claims. The Contractor must also submit with the final requisition any amendments to the final verified statement of any and all alleged claims against the City in any way connected with or arising out of this Contract that have occurred subsequent to substantial completion setting forth with respect to each such claim the total amount thereof, the various items of labor and materials included therein, and the alleged value of each such item, and if the alleged claim be one for delay, the alleged cause of each such delay, the period or periods of time, giving the dates when the Contractor claims the performance of the Work or a particular part thereof was delayed, and an itemized statement and breakdown of the amount claimed for each such delay. With reference to each such claim, the City shall have the same right to inspect, and to make extracts or copies of, the Contractor's books, vouchers, records, etc. The Contractor understands and agrees that, unless such claims are completely set forth as herein required, the

Contractor waives any and all claims except those disclosed in its amended verified statement of claims.

6.8.2 Preparation of Final Voucher. Upon determining the balance due hereunder other than on account of claims, the Project Manager will prepare and certify a voucher for final payment in such amount less any and all deductions authorized to be made by the City under this Contract or by Law, provided all requests for extensions of time have been acted upon.

All prior certificates and vouchers upon which partial payments were made, being merely estimates made to enable the Contractor to prosecute the Work more advantageously, shall be subject to correction in the final voucher, and the certification of the Project Manager hereon and the agreement of the Contractor thereof shall be condition precedent to the right of the Contractor to receive any money hereunder. Such final voucher shall be binding and conclusive upon the Contractor.

I:\ATTORNEYS\JTM\307 Center Street Demolition Form Contract\Demolition Agreement - blank for bids (JM).docx

Payment pursuant to such final voucher, less any deductions authorized to be made by the Director under this Contract or by Law, shall constitute the final payment. The City will make final payment to the Contractor within a reasonable time.

6.8.3 Acceptance Of Final Payment: The acceptance by the Contractor, or by anyone claiming by or through it, of the final payment, whether such payment be made pursuant to any arbitration award or judgment of any court, or otherwise, shall constitute and operate as a release of the City from any and all claims of liability to the Contractor for anything theretofore done or furnished for or relating to or arising out of this Contract and the Work done hereunder, and for any prior act, neglect or default on the part of the City or any of its officers, agents or employees, excepting only a claim against the City for the amounts deducted or retained in accordance with the terms and provisions of this Contract or by

Law, except for claims not otherwise waived that are contained in the verified statement and amended verified statement made in connection with the

Contractor's substantial and final requisitions pursuant to this Section and

Sections 6.01.

The Contractor understands and agrees that the execution of a release in connection with the acceptance of the final payment or payment of an arbitration award or court judgment containing language purporting to reserve claims other than those herein specifically excepted from the operation of this Section or claims for amounts deducted by the City from the final payment, shall not be effective to reserve such claims or other claims made by the Contractor orally or in writing or acknowledged by any officer, agent or employee of the City.

Should the Contractor refuse to accept the final payment as tendered by the City, it shall constitute a waiver of any right to interest on such amount under this

Contract or under applicable Law.

The Contractor, however, shall not be barred from commencing a dispute resolution proceeding for breach of contract under this provision provided that the same is filed not later than forty (40) days after the issuance of such final payment, time being of the essence.

6.9. Clean Water Fund Project Requirements. N/A

7. Representations and Warranties of the Contractor. The Contractor represents and warrants:

7.1. That all services, components, reports, plans, drawings, deliverables, incidentals, etc., shall be free from any and all defects caused by faulty design, faulty material or poor workmanship. The Contractor's foregoing warranty obligations are in addition to, and not a limitation of, all guarantees, and any other remedy stated in this contract or otherwise available to the City under applicable law.

I:\ATTORNEYS\JTM\307 Center Street Demolition Form Contract\Demolition Agreement - blank for bids (JM).docx

7.2 That it is financially solvent, sufficiently experienced, licensed (where licensing is required by Law) and competent to perform the Work;

7.3 That the facts stated in its bid and the information given by it pursuant to the

Instruction for Bidders are true and correct in all respects and shall continue to be true and correct throughout the term of this Contract; and

7.4 That it has read and complied with all requirements set forth in the Instruction for Bidders.

8. Passing of Title and Risk of Loss. N/A

9. Indemnification.

9.1. The Contractor shall indemnify, defend, and hold harmless the City and City’s

Boards, commissions, agents, officials and employees from and against all claims, suits, damages, losses, judgments, costs and expenses, arising out of or resulting from the delivery of the labor, services, equipment, materials, reports, plans, specifications, design, drawings, deliverables, incidentals, etc. provided that any such claims, suits, damages, losses, judgments, costs or expenses (i) are attributable to bodily injury, sickness, disease or death, or to injury to or destruction of tangible property, including the loss of use resulting there from, (ii) are alleged to be caused in whole or in part by any willful, intentional, negligent, or reckless act or omission of the Contractor, its employees, any subcontractor or consultant, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable, regardless of whether or not it is caused in part by a party indemnified hereunder; (iii) enforcement action or any claim for breach of the Contractor’s duties hereunder.

9.2. In any and all claims against the City, any of City’s boards, agents, employees or officers by the Contractor or any employee of the Contractor, any subcontractor or consultant, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable, the indemnification obligation under Paragraph 9 above, shall not be limited in any way by any limitation on the amount or type of damages, compensation or benefits payable by or for the Contractor or any subcontractor under

Worker's Compensation Acts, disability benefit acts or other employee benefit acts.

9.3. The Contractor understands and agrees that any insurance required by this

Contract, or otherwise provided by the Contractor, shall in no way limit the responsibility to indemnify, defend, keep and hold harmless the City, any of City’s boards, agents, employees as provided in this Contract.

9.4. The Contractor expressly understands and agrees that any performance bond or insurance protection required by this Contract, or otherwise provided by the Contractor, shall in no way limit the responsibility to indemnify, keep and save harmless and defend

I:\ATTORNEYS\JTM\307 Center Street Demolition Form Contract\Demolition Agreement - blank for bids (JM).docx the City and the City’s commissions, councils, boards, agents, employees or officers as provided herein.

9.5. Royalties and Patents. N/A

9.6. In the event this Contract and/or the Contractor's, or its subcontractor, work and services provisioned hereunder is/are subject to the provisions of any Federal or State statute or regulations, or the City Charter or City Ordinance, the Contractor shall indemnify, defend and hold harmless the City from any fine, penalty or other amounts imposed on the City under said statutes, regulations, Charter or Ordinances, if caused by

Contractor, or its subcontractor, omission or commission.

10. Contractor’s Bonds. The Contractor shall furnish to the City, prior to the execution of this Contract by the City, both a performance bond and a payment bond, each bond written for a penal sum equaling the Section 6 "Total Compensation" amount in a form and with a surety acceptable to the City. The bonds shall continue in effect for 365 calendar days after the Final

Completion Date referenced elsewhere in this Contract.

11. Contractor's Insurance.

11.1. The Contractor shall not commence work under this Contract until all insurance required under this Section 11 has been obtained by the Contractor and such insurance has been approved by the City. The Contractor shall not allow any subcontractor to commence work on any subcontract until all insurance required of any such subcontractor has been so obtained and approved by the City. Insurance shall be provided by insurers, satisfactory to the City and authorized to do business in the State of Connecticut, an "A-" Best's Rating and at least a Class V3 or better financial size category as shown in the most current A.M. Best Company ratings.

11.2. At no additional cost to the City, the Contractor shall purchase and maintain the insurance coverages set forth below which shall protect the City from claims which may arise out of or result from the Contractor’s obligation under this Contract, whether such obligations are the Contractor’s or subcontractor or person or entity directly or indirectly employed by said Contractor or subcontractor, or by any person or entity for whose acts said Contractor or subcontractor may be liable.

11.3. Each insurance policy shall state that the insurance company shall agree to investigate and defend the insured against all claims for damages, even if groundless. If any insurance required herein is to be issued or renewed on a claims made form as opposed to an occurrence form, the retroactive date for coverage shall be no later than the commencement date of this Contract and shall provide that in the event of cancellation or non-renewal, the discovery period for insurance claims (“Tail Coverage”) shall be available for at least 60 months.

I:\ATTORNEYS\JTM\307 Center Street Demolition Form Contract\Demolition Agreement - blank for bids (JM).docx

11.4. The following policies with stated limits shall be maintained, in full force and effect, at all times during which the services are to be performed by the Contractor:

11.4.1 General Liability Insurance: $10,000,000.00 per occurrence, $12,000,000.00 aggregate and $12,000,000.00 Products and completed operations aggregate

Providing coverage to protect the City for all damages arising out of bodily injuries, sickness to or death of all persons in any one accident or occurrence and for all damages arising out of destruction of property in any one accident or occurrence.

11.4.2 Automobile Liability Insurance: $2,000,000.00 combined single limit

(CSL)

Providing coverage to protect the City with respect to claims for damage for bodily injury and or property damage arising out of ownership, maintenance, operation, use or loading and unloading of any auto including hired & non-owned autos.

11.4.3 Workers’ Compensation: Statutory Limits within the State of

Connecticut: Employers’ Liability:

EL Each Accident $1,000,000.00

EL Disease Each Employee $1,000,000.00

EL Disease Policy Limit $1,000,000.00

Contractor shall comply with all State of Connecticut statutes as it relates to workers’ compensation.

11.4.4 Excess/Umbrella Liability Insurance: Excess or Umbrella insurance coverage that follows form or sits over General Liability, Automobile Liability and Workers Compensation insurances. $50,000,000.00 each occurrence and

$50,000,000.00 Aggregate.

11.4.5 Builder's Risk Insurance: N/A

11.4.6 Contractors Pollution Liability Insurance: $8,000,000.00 each claim, $10,000,000.00 aggregate coverage.

The foregoing per claim coverage plus appropriate aggregate coverage depending on the size of the job for contractor caused pollution events such as asbestos or lead abatement, but not limited to only these pollution causes of loss.

11.4.7 Property Damage N/A.

11.5. Failure to Maintain Insurance: In the event the Contractor fails to maintain the minimum required coverage as set forth herein, the City may at its option purchase same, and offset the Contractor’s invoices for the cost of said insurance.

I:\ATTORNEYS\JTM\307 Center Street Demolition Form Contract\Demolition Agreement - blank for bids (JM).docx

11.6. Cancellation: The City shall receive written notice of cancellation from the

Contractor at least thirty (30) calendar days prior to the date of actual cancellation, regardless of the reason for such cancellation.

11.7. Certificates of Insurance: The Contractor’s General, Automobile, Excess/Umbrella Liability Insurance policies shall be endorsed to add the City as an additional insured and provide waiver of subrogation on all policies except Pollution

Liability. The insurance afforded the additional insured shall be primary and non-contributory insurance and the coverage and limits provided under the Contractor’s policies shall not be reduced or prorated by the existence of any other insurance applicable to any loss the additional insured may have suffered. Prior to the execution of this Contract by the City, the Contractor shall furnish to the City, subject to City approval, certificate(s) of insurance and Additional Insured Endorsement and Waiver of

Subrogation Endorsement verifying the above coverages, including the naming of the

City of , as follows: “The City of Bridgeport is listed as additional insured on all lines of coverage except Pollution Liability and waiver of subrogation applies to all lines of coverage except Pollution Liability as their interest may appear”. The City's

Invitation to Bid Number must be shown on the certificate of insurance to assure correct filing. The Contractor must supply replacement/renewal certificates at least 30 days prior to the expiration of the policy(ies). Said certificates shall contain a provision that coverage afforded under the policies shall not be cancelled or reduced for any reasons unless notice of than thirty (30) calendar days has been mailed to the City's Using Agency and a copy to the City's Attorney’s Office, 999 Broad Street, Bridgeport, Ct 06604. In addition, the State of Connecticut, Department of Economic and Community

Development, 450 Columbus Boulevard, Suite 5, Hartford, CT 06103, shall be named as an additional insured and certificate(s) of insurance and Additional Insured

Endorsement and Waiver of Subrogation Endorsement verifying the above coverages, including the naming of the City of , as follows: “The State of Connecticut, Department of Economic and Community Development is listed as additional insured on all lines of coverage except Pollution Liability and waiver of subrogation applies to all lines of coverage except Pollution Liability as their interest may appear”.

11.8. No later than thirty (30) calendar days after Contractor receipt, the Contractor shall deliver to the City a copy of the Contractor's insurance certificates and endorsements and riders.

12. Conformance with Federal, State and Other Jurisdictional Requirements. By executing this Contract, the Contractor represents and warrants that, at all pertinent and relevant times to the Contract, it has been, is and will continue to be in full compliance with all applicable statutes, acts, ordinances, guidelines, resolutions, orders, judgments, decrees, injunctions, rules, and regulations of all government authorities applicable to performance by the Contractor of services hereunder, including those having jurisdiction over its registration and licensing to perform services hereunder. All applicable sections of the City Charter and Code of Ordinances are incorporated by reference made a part hereof.

I:\ATTORNEYS\JTM\307 Center Street Demolition Form Contract\Demolition Agreement - blank for bids (JM).docx

12.1. Taxes-Federal, State and Local. The City is exempt from Federal Excise and

Transportation, State and Local Sales and Use Taxes, including without…