Exhibit A-City of Havre de Grace Sample Contract.pdf

MAYOR AND CITY COUNCIL OF HAVRE DE GRACE, MD

CONSTRUCTION CONTRACT

Sample Contract

CITY OF HAVRE DE GRACE

711 PENNINGTON AVENUE

HAVRE DE GRACE, MD 21078

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Table of Contents

SECTION I: CONTRACT DOCUMENTS

SECTION II: CONTRACTOR

SECTION III: SCOPE OF WORK

SECTION IV: CONTRACT TERM AND TIME OF COMPLETION

SECTION V: CONTRACT SUM

SECTION VI: ACCEPTANCE AND FINAL PAYMENT

SECTION VII: NON-COMPLETION

SECTION VIII: INSURANCE

SECTION IX: BONDS

SECTION X: GENERAL PROVISIONS

SECTION XI: CLEANING UP

SECTION XII: SUBCONTRACTORS

SECTION XIII: SUBCONTRACTORS RELATIONS

SECTION XIV: WORK BY CITY OR BY SEPARATE CONTRACTOR

SECTION XV: INSPECTION

SECTION XVI: ADDITIONAL WORK

SECTION XVII: TIME EXTENSION

SECTION XVIII: PROTECTION OF PERSONS OR PROPERTY

SECTION XIX: TERMINATION FOR CONVENIENCE

SECTION XX: TERMINATION FOR CAUSE

SECTION XXI: WARRANTIES

SECTION XXII: GUARANTEE

SECTION XXIII: MAINTENANCE OF WORK

SECTION XXIV: RETENTION OF RECORDS

SECTION XXV: COMPLIANCE WITH LAWS

SECTION XXVI: CHANGE ORDERS

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SECTION XXVII: SUPREMACY CLAUSE

SECTION XXVIII: SUSPENSION OF WORK

CONTRACT AFFIDAVIT

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CONTRACT

MAYOR AND CITY COUNCIL OF HAVRE DE GRACE, MD

CONSTRUCTION CONTRACT

Sample Contract

PROJECT_________FISCAL YEAR 2021-2022

THIS CONTRACT, made and entered into this ___ day of ____ 2022 by and between the MAYOR AND CITY COUNCIL OF HAVRE DE GRACE, MARYLAND, a municipality organized under the laws of the State of Maryland, sometimes herein referred to as the “City,” and XYZ Contracting and Consulting, sometimes herein referred to as “Contractor.”

WHEREAS, the City proposes to _______________ as stipulated in the RFP, RFP Addendum, Contractor Proposal, and Pre-bid discussions. All of which is incorporated as addendums to this Contract and are included in the understanding of scope of work.

WHEREAS, _____________ , has submitted a construction bid and a Notice of Award dated the __ day of_______, 2022, was forwarded to________, of ______________________ .

NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the recitals which are incorporated by reference herein, the City and the Contractor, intending to be legally bound, and agree as follows:

SECTION I: CONTRACT DOCUMENTS

A. The Contract Documents consist of this Contract and all documents pertaining to this project including: Request for Proposal, RFP Addendum, Scope of Work, Bid Proposal, Performance, Payment, and Maintenance Bond forms, Bidder’s General Information, Subcontractor certification, and Non-Collusion Affidavit, as well as any document referenced therein. In addition, this contract shall also consist of all properly executed modifications or amendments issued prior to Award as Addendums, and subsequent hereto as Change Orders. The above-enumerated items, inclusive of the Contract Affidavit, from this Contract to the same extent as if they were fully set forth herein. The intent of the contract is to include all items necessary for the proper execution and completion of the work by the Contractor.

The Contract Documents are complementary, and what is required by one shall be required by all. Performance by the Contractor shall be required only to the extent

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consistent with the Contract Documents and reasonably inferable from them as being necessary to produce the intended results.

B. The Contract Documents shall not be construed to create a contractual relationship of any kind (1) between the City and Subcontractor or Sub-subcontractor.

C. Execution of the Contract by the Contractor is a representation that the Contractor has visited the site and become familiar with the local conditions under which the Work is to be performed.

SECTION II: CONTRACTOR

A. The Contractor shall supervise and direct the Work, using the Contractor’s best skill and attention. The Contractor shall be solely responsible for and have control over construction means, methods, techniques, sequences and procedures and coordinating all portions of the Work under the Contract, unless Contract Documents give other specific instructions concerning these matters.

B. Unless otherwise provided in the Contract Documents, the Contractor shall provide and pay for labor, materials, equipment, tools, construction equipment and machinery, water, heat, utilities, transportation, and other facilities and services necessary for the proper execution and completion of the Work, whether temporary or permanent and whether or not incorporated or to be incorporated in the Work.

C. The Contractor shall enforce strict discipline and good order among the Contractor’s employees and other persons carrying out the Contract. The Contractor shall not permit employment of unfit persons or persons not skilled in tasks assigned to them.

D. The Contractor shall secure and pay for building permits and other permits and government fees, licenses and inspections necessary for proper execution and completion of the Work unless otherwise noted in the Contract Documents.

E. The Contractor shall comply with and give notices required by laws, ordinances, rules, regulations, and lawful orders of public authorities bearing on the performance of the Work. The Contractor shall promptly notify the City if the Drawings and Specifications are observed by the Contractor to be at variance therewith.

F. The Contractor shall be responsible to the City for the acts and omissions of the

Contractor’s employees, Subcontractors and their agents and employees, and other persons performing portions of the work under a contract with the Contractor. The

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Contractor shall generally supervise the work and shall secure full cooperation of all subcontractors, if any.

G. The Contractor shall provide the City or appointed Representative access to the

Work in preparation and progress wherever located.

SECTION III: SCOPE OF WORK

A. The Contractor shall furnish all materials and labor, equipment, tools and other facilities and services, as required to provide a complete project unless required materials are provided to the Contractor by the City. This project is referred to as “______________________.” The Contractor shall perform all work under this contract in a diligent and workman like manner, and shall exercise the degree of skill and expertise as is customarily employed by similar contractors performing similar work.

B. Specifications, plans and drawings pertaining to this Contract remain the property of the City and are incorporated into this Contract and made part thereof, as if stated in full in the body of this Contract. No change or alteration of plans can occur without written authorization by the City. Those changes will be incorporated into a final set of specifications, plans and drawings submitted to the City by the Contractor within thirty (30) days after completion of the work and acceptance by the City.

SECTION IV: CONTRACT TERM AND TIME OF COMPLETION

A. Time limits stated in the Contract Documents are of the essence. By executing the Agreement the Contractor confirms that the Contract Time is a reasonable period of performing the Work. Failure to complete the project contemplated herein within the time of completion will trigger the liquidated damages provision set forth in Section VII herein. Notwithstanding the express Contract term, extensions may be granted under Section XVII in the City’s sole discretion for good cause shown and must be in writing and signed by both parties.

B. The starting date of this contract will be as specified by the City in written Notice to Proceed issued subsequent to the execution of the contract. A pre-construction meeting shall be scheduled to decide a particular sequence of construction. The final decision as to sequence of construction shall be that of the City. There shall be no additional compensation for the pre-construction meeting.

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C. The Work to be performed under this Contract shall be fully and finally completed within 30 calendar days from the starting date as specified in the Notice to Proceed unless otherwise extended for good cause shown in conformance with this Contract under Section XVII herein.

D. The normal working hours shall be in accordance with the mutually acceptable terms of both parties and not in conflict with the City’s “Noise Ordinance”, and it is not contemplated that the contractor will work on Saturdays, Sundays, or City observed holidays.

E. In case of emergency, or in the case the Contractor desires to work on Saturdays, Sundays, or holidays, the Contractor shall request permission from the City to do so.

In the event that the City approves such work, the Contractor shall be required to pay for inspection or engineering services performed during these times. If there is an outstanding balance remaining, payments for these additional services shall be made by the City resulting in a reduction in moneys paid the Contractor.

SECTION V: CONTRACT SUM

A. The total sum for the work herein (“Contract Sum”) is comprised of the total of the Unit Price Bid Method of ____________________ ($_____) as submitted by ____________________., (collectively the “Bid”). The Bid is attached hereto and incorporated herein by this reference. The Contract Sum shall be considered inclusive of all compensation anticipated for meeting the requirements and provisions of the Contract Documents.

B. Payment will be made in accordance with the provisions of the Information to Bidders and as stated below.

SECTION VI: ACCEPTANCE AND FINAL PAYMENT

A. Up to the total Contract Sum of _________________dollars and no cents ($____________) subject to additions and deductions by an approved change order of Contract modification, shall be paid to the Contractor for all work under this Contract.

B. Payment of the Contract Sum shall be based upon applications for payment submitted to the City, and payments shall be monthly progress payments made to the Contractor by the City (“Request for Payment”). The Contractor will submit to the City at the beginning of each month a Request for Payment in the form of an itemized statement mailed to the Department of Public Works which must show the

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purchase order number, each item, percentage complete, payment requested, and the new balance on the item. Upon approval of said Request for Payment by the City, payment shall be made to the Contractor.

C. Payments may be withheld on account of (1) defective work not remedied, (2) claims filed by third parties, (3) failure of the Contractor to make payments properly and promptly to subcontractors for labor, materials, or equipment, (4) reasonable evidence that the work cannot be completed for the unpaid balance of the Contract Sum, (5) damage to the Owner or another contractor, (6) reasonable evidence that the work will not be completed within the Contract time and that the unpaid balance would not be adequate to cover actual or liquidated damages for the anticipated delay, or (7) persistent failure to carry out the work in accordance with the Contract Documents, (8) compensation to the City for cost of inspectors and engineering outside of the approved work hours.

D. The City shall retain a portion of the amount due the Contractor, in accordance with the following:

1. Withholding of five percent (5%) of the payment claimed on each payment application. No request for reduction of retainage shall be entertained by the City throughout the contract and warranty period, and the release of retainage to the Contractor shall be at the sole discretion of the City after all inspections.

E. Upon completion of the work, the Contractor shall make a written request for final payment, based upon the measurement of the whole amount of authorized work done by the Contractor and the value thereof under the terms of the Contract, and shall certify to the City, the completion of the work and the amount of the final payment request (“Final Payment Request”). All monthly estimates are subject to correction or adjustment in the Final Payment Request. The measurements; agreed to by both parties, upon which the Final Payment Request is based, shall be final and conclusive. The Final Payment Request shall be submitted to the City for confirmation that the work for which payment is claimed has been performed.

F. Upon approval of the Final Payment Request, and completion of all punch list work required to complete the project for compliance with the Contract documents, the City will notify the Contractor, in writing, of the conditional acceptance of the work.

The City will deduct five percent (5%), which shall be in addition to any and all other amounts under the Contract it is entitled or required to retain, and shall hold said sum for a period of twelve (12) months from and after the date of payment of the final payment request.

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G. Such part as may be necessary, or all of said retained sum, shall be applied to any expense to which the City may be subjected, during the said period of twelve (12) months, in repairing any defects found in the work under the Contract, which may be deemed to have been caused by failure of the Contractor to comply with the terms of the Contract, by faulty materials or workmanship incorporated into the project by the Contractor, by any act by the Contractor that has caused improper function of any component of the project, or to any breach of the Contract whatsoever on the part of the Contractor. The City shall provide the Contractor with an opportunity to resolve defects found within the warranty period in a timely manner, however, the City shall be empowered to make any required repairs or renewals during said period, if after notice, the Contractor shall refuse or neglect to do said required work or make satisfactory progress whereon, within such period as the City shall consider necessary or reasonable. In case of an emergency, the City shall be empower to make any required repairs without notice to the Contractor.

Where such emergency repairs have been made without prior notice to the Contractor, the City shall so advise the Contractor as soon as possible thereafter.

The right of expenditure or any retainage as provided for above shall be in addition to the City’s right to proceed against any and all bonds posted as security by the Contractor.

H. Within thirty (30) days after the approval of the final payment request, the City will pay to the Contractor, the amount remaining after deducting from the total amount of the final payment, all such sums as have heretofore been paid to the Contractor under the provisions of the Contract, and also such amounts as the City has or may be authorized under the Contract to reserve or retain.

I. In lieu of said five percent (5%) retainage to be held for a period of twelve (12) months from date of payment of the final estimate, the Contractor may furnish to the City a Maintenance Bond in an amount equal to five percent (5%) of the total contract sum to cover a twelve (12) month period beginning with date of “Conditional Acceptance” of all work performed by the Contractor. Upon receipt of said Maintenance Bond, the City will pay to the Contractor the five percent (5%) retainage. At the end of the aforesaid twelve (12) month period, if no defects are found or if defects found have been satisfactorily corrected, the maintenance bond or all retained fees will be returned, and “Final Acceptance” will be granted.

J. Prior to issuance of the above certificate, the Contractor shall submit evidence satisfactory to the City that all payrolls, materials bills, and other indebtedness connected with this work have been paid.

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K. The making and acceptance of final payment shall constitute a waiver of all claims by the Contractor against the City.

SECTION VII: NON-COMPLETION

A. In the event that full completion of the Contract is materially delayed or the work is unable to be completed through no fault of the Contractor, and the Director of Capital Projects and Grant Management (“DCPGM”) so certifies, the City shall, without terminating the Contract, make payment of the sum due for that portion of the work completed and accepted by the DCPGM. Such payment shall not constitute a waiver of claims by the City against the Contractor.

B. In the event that the work is not completed within the specified time period or the Contractor otherwise fails to perform under the terms of this Contract, the Contractor shall pay to the City liquidated damages in an amount of the actual damage incurred by the City for the delay and/or non-completion of the work.

C. Completion, as it relates to liquidated damages, means that the work under the

Contract has been fully accomplished to the satisfaction of the City and the City has fully accepted the work, by formal written notice to the Contractor and by no other means.

SECTION VIII: INSURANCE

A. Insurance shall be carried and paid for by the Contractor, as follows:

1. Worker’s Compensation, Social Security, Unemployment Insurance.

2. Public Liability and Property Damage Insurance.

3. Commercial General Liability Insurance.

B. The Contractor shall comply with and qualify under current Worker’s Compensation laws and at all times cause every subcontractor who shall be engaged in the work, to comply with and qualify under such laws.

C. The Contractor shall save the city harmless against loss or damage arising from the Contractor’s failure to comply with and qualify under such laws.

D. Evidence satisfactory to the City that the Contractor and each of its subcontractors have qualified under the Worker’s Compensation laws shall be submitted prior to the commencement of the work contemplated.

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E. Limits for public liability shall be One Million Dollars/One Million Dollars ($1,000,000.00/$1,000,000.00). Limits for property damage insurance shall be One Million Dollars/One Million Dollars ($1,000,000.00/$1,000,000.00).

F. Policies for public liability and property damage insurance must be written to include contingent liability and contingent property damage insurance to protect the Contractor against claims arising from operations of subcontractors.

G. In all classes, Certificates of Insurance shall be forwarded to the City in duplicate.

The City shall be listed for notification in event of cancellation. Certificates must be filed before starting any work at the site.

H. The furnishing of vandalism and malicious mischief and other endorsements is not mandatory, but is left to the Contractor’s discretion.

I. The Contractor shall indemnify and save harmless the City from all suits, actions, damages or costs of every nature and description to which the City may be subjected or put by reason of injury to persons or property as a result of the work performed hereunder by the Contractors, whether caused by negligence, gross negligence, intentional acts or carelessness on the part of the Contractor, its agents, or other insurable causes.

SECTION IX: BONDS

The Contractor shall furnish to the City a Payment and a Performance Bond, each in the amount of Ten Percent (10%) of the contract price at the time of execution of this Contract.

Upon completion and acceptance of work, Contractor will be required to post a five percent (5%) Maintenance Bond for a one-year period in accordance with Section VI, Subsection I.

The bonds shall be executed by a surety company authorized to do business in the State of Maryland and all bonds securing this project shall be made payable to CITY OF HAVRE DE GRACE, Maryland.

SECTION X: GENERAL PROVISIONS

A. Non-Discrimination in Employment: The Contractor agrees: (a) not to discriminate in any manner against an employee or applicant for employment because of race, color, religion, creed, age, sex, sexual orientation, marital status, national origin, ancestry, or physical or mental handicap unrelated in nature and extent so as reasonably to preclude the performance of such employment; (b) to include a provision similar to that contained in Subsection (a), above, in any subcontract except a subcontract for standard commercial supplies or raw materials; and (c) to post and to cause subcontractors to post in conspicuous places available to

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employees and applicants for employment notices setting forth the substance of this clause.

B. Contingent Fee Prohibition: The Contractor warrants that it has not employed or retained any person, partnership, corporation or other entity, other than a bona fide employee or agent working for the Contractor, to solicit or secure this Contract, and it has not paid or agreed to pay any person, partnership, corporation or other entity, other than a bona fide employee or agent, any fee or any other consideration contingent on the making of this Contract.

C. Delays and Extensions of Time: The Contractor agrees to prosecute the work continuously and diligently.

D. Non-Collusion: The Contractor, its agents, and/or employees, to the best of its knowledge and belief, have not in any way colluded with anyone for and on behalf of the Contractor, or themselves, to obtain information that would give the Contractor an unfair advantage over other Contractors, nor has it colluded with anyone for and on behalf of the Contractor, or itself, to gain any favoritism in the award of this Contract. The Contractor shall submit the attached Non-Collusion Affidavit with his/her bid.

E. Governing Law: The Contract shall be governed by the laws of the State of Maryland and the CITY OF HAVRE DE GRACE, Maryland, and where applicable, any County or Federal law or regulation.

F. Successors and Assigns: The City and the Contractor each binds itself, its partners, successors, assigns and legal representatives to the other party hereto and to the partners, successors, assigns and legal representatives of such other party in respect to all covenants, agreements and obligations contained in the contract Documents.

Neither party to the Contract shall assign the Contract or subcontract it as a whole without the previous written consent of the other, nor shall the Contractor assign any monies due or to become due to it hereunder without the previous written consent of the City.

G. Written Notice: (a) Written Notice shall be deemed to have been duly served if delivered in person to the individual or member of the firm or entity or to an officer of the corporation for whom it was intended, or if delivered at or sent by registered or certified mail to the last business address known to the person giving the notice;

and (b) All notices and correspondence hereunder shall be in writing and shall be deemed to have been duly given if personally delivered to the named person or, if mailed first-class, postage prepaid, addressed as follows:

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CITY OF HAVRE DE GRACE

711 Pennington Avenue

Havre de Grace, Maryland 21078

ATTENTION:

Michele Widman Procurement Officer michelew@havredegracemd.com

Patrick Sypolt Director of Capital Projects and Grant Management patricks@havredegracemd.com

CONTRACTOR

Information

Address Contact information

H. Rights and Remedies:

1. The duties and obligations imposed by the Contract Documents and the rights and remedies available hereunder shall be in addition to and not a limitation of any duties, obligation, and rights and remedies otherwise imposed or available by law.

2. No action or failure to act by the City or Contractor shall constitute a waiver of any right or duty afforded any of them under the Contract, nor shall any such action or failure to act constitute an approval or acquiescence in any breach hereunder, except as may be specifically agreed in writing.

I. Arbitration:

1. All claims, disputes and other matters in question between the City and the Contractor arising out of, or relating to the Contract Documents or the breach thereof, and except for claims which have been waived by the making or acceptance of final payment may, at the mutual agreement of both parties, may be decided by arbitration in accordance with the mailto:michelew@havredegracemd.com mailto:patricks@havredegracemd.com

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Construction Industry Arbitration rules of the American Arbitration Association then obtaining. No person other than the City or Contractor shall be included as an original third party or additional third party to arbitration whose interest or responsibility is insubstantial. Any consent to arbitration involving an additional person or persons shall not constitute consent to arbitration of any dispute not described therein or with any person not named or described therein. The award rendered by the arbitrators shall be final and judgment may be entered upon it in accordance with applicable law in any court having jurisdiction thereof.

2. Notice of the request for arbitration shall be filed in writing with the other party to the Contract. The request for arbitration shall be made within a reasonable time after the claim, dispute or other matter in question has arisen, and in no event shall it be made after the date when institution of legal or equitable proceedings based on such claim, dispute or other matter in question would be barred by the applicable statute of limitations.

3. Unless otherwise agreed in writing, the Contractor shall carry on the work and maintain its progress during any arbitration proceedings, and the City shall continue to make payments to the Contractor, in accordance with the Contract Documents.

4. Arbitration is optional and not mandatory. If the arbitration proceedings established in this section are not utilized by the parties, then either party may pursue whatever action is appropriate, in a court of law or equity.

SECTION XI: CLEANING UP

A. The Contractor at all times shall keep the premises free from the accumulation of waste materials or rubbish caused by its operations. At the completion of the work, it shall remove all waste materials and rubbish from and about the project, as well as its tools, construction equipment, machinery and surplus materials.

B. If the Contractor fails to clean up at the completion of the work, the City may do so and the cost thereof shall be charged to the Contractor.

SECTION XII: SUBCONTRACTORS

A. A subcontractor is a person or entity who has a direct contract with the Contractor to perform any of the work at the site. The term “subcontractor” is referred to throughout the Contract Documents as if singular in number and means a

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subcontractor or its authorized representative. The term “subcontractor” does not include any separate contractor of its subcontractor.

B. A sub-subcontractor is a person or entity who has a direct or indirect contract with a subcontractor to perform any of the work at the site. The term “sub-subcontractor” is referred to throughout the Contract Documents as if singular in number and means a sub-subcontractor or an authorized representative thereof.

C. Unless otherwise required by the Contract Documents or the bidding documents, the Contractor shall furnish to the City with his/her bid on the provided Subcontractor Certification forms, the names of the persons or entities (including those who are to furnish materials or equipment fabricated to a special design) proposed for each of the principal portions of the work. Within ten (10) calendar days after receipt thereof, the City will reply to the Contractor, in writing, stating whether or not the City, after due investigation, has reasonable objection to any such proposed person or entity. Failure of the City to reply within said ten (10) calendar days shall constitute notice of no reasonable objection.

D. The Contractor shall not contract with any such proposed person or entity to whom the City has made reasonable objection. The Contractor shall not be required to contract with anyone to whom it has a reasonable objection.

E. If the City has reasonable objection to any such proposed person or entity, the

Contractor shall submit a substitute to whom the City has no reasonable objection.

F. The Contractor shall make substitution for any subcontractor, person or entity previously selected if the City makes reasonable objection to such substitution.

SECTION XIII: SUBCONTRACTUAL RELATIONS

By an appropriate written agreement, the Contractor shall require each subcontractor, to the extent of the work to be performed by the subcontractor, to be bound to the Contract by the terms of the Contract Documents, and to assume toward the Contractor all the obligations and responsibilities which the Contractor, by these documents, assumes toward the City. Said agreement shall preserve and protect the rights of the City under the Contract Documents, with respect to the work to be performed by the subcontractor, so that the subcontracting thereof will not prejudice such rights, and shall allow to the subcontractor, unless specifically provided otherwise in the Contractor-subcontractor agreement, the benefit of all rights, remedies, and redress against the Contractor that the Contractor, by these documents, has against the City. Where appropriate, the Contractor

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shall require each subcontractor to enter into similar agreements with his sub-subcontractors.

SECTION XIV: WORK BY CITY OR BY SEPARATE CONTRACTOR

A. The City reserves the right to perform work related to the project with its own forces, and to award separate contracts in connection with other portions of the project or other work on the site under these or similar conditions of the Contract.

If the Contractor claims that delay or additional cost is involved because of such action by the City, it shall make such claim as provided elsewhere in the Contract Documents.

B. When separate contracts are awarded for different portions of the project or other work in the site, the term “Contractor” in the Contract Documents in each case shall mean the contractor who executes each separate agreement.

C. The City will provide for the coordination of the work of its forces and of each separate contractor with the work of the Contractor, who shall cooperate therewith.

D. The Contractor shall afford the City and separate contractors reasonable opportunity for the introduction and storage of their materials and equipment and the execution of their work, and shall connect and coordinate its work with theirs, as required by the Contract Documents.

E. If any part of the Contractor’s work depends, for proper execution or results, upon the work of the City or any separate contractor, the Contractor shall, prior to proceeding with the work, promptly report to the City any apparent discrepancies or defects in such other work that render it unsuitable for such proper execution and results. Failure of the Contractor so to report shall constitute an acceptance of the City’s or separate contractor’s work as fit and proper to receive its work, except as to defects which may subsequently become apparent in such work by others.

F. Any cost caused by defective or ill-timed work shall be borne by the party responsible therefore.

G. Should the Contractor wrongfully cause damage to the work or property of the City, or to other work on the site, the Contractor shall, upon due notice, promptly remedy such damages.

H. Should the Contractor wrongfully cause damage to the work or property of any separate contractor, the Contractor shall, upon due notice, promptly attempt to settle with such other contractor by agreement, or otherwise to resolve the dispute.

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If such separate contractor sues or initiates as arbitration proceeding against the City on account of any damage alleged to have been caused by the Contractor, the City shall notify the Contractor who shall defend such proceedings at the Contractor’s expense, and if any judgment or award against the City arises therefrom, the Contractor shall pay or satisfy it and shall reimburse the City for all attorney’s fees and court or arbitration costs which the City has incurred.

SECTION XV: INSPECTION

A. The DCPGM, their designee or construction manager, shall inspect all construction as it progresses and shall determine whether or not the City will accept the monthly Request for Payment and the overall project upon completion.

B. The Department of Public Works, his designee, or designee of the DCPGM have full authority on a project site to require that a project be completed in accordance with plans and specifications of the Contract. In case of a dispute arising on a job site, the inspector shall report the dispute to the DCPGM or their designee.

C. All work and materials shall be of the best quality of the kinds specified herein, and shall be at all times subject to the inspection by the City or appointed representative. The Contractor shall provide reasonable and necessary facilities for such inspection. The Contractor shall notify the City forty eight (48) hours prior to any work being performed related to this project so that the City has adequate time to assign City representatives to inspect said work. Failure to provide required prior notification may result in the City requiring the Contractor to take down, remove or uncover portions of the finished work at the Contractor’s expense.

D. The City or appointed representative shall in all cases, determine the amount of quantity, quality and acceptability of the work and materials which are to be paid for under this Contract; shall decide all questions in relation to said work and performance thereof; and shall in all cases, decide questions which may arise relative to the fulfillment of the Contract or to the obligations of the Contractor hereunder.

E. Any omission or failure on the part of the City or its designated representative to disapprove or reject any defective work or materials shall not be construed to be acceptance of any defective work or material. The Contractor shall at all times be responsible for the work being performed and coordination with the City’s designated representative(s) shall be of the utmost importance. The presence of City designated representative on the jobsite shall not relieve the Contractor from his/her contractual responsibility to provide an acceptable project in every respect per the Contract Documents.

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SECTION XVI: ADDITIONAL WORK

No claim for extra work or materials not specifically provided by this Contract performed by the Contractor or its subcontractors will be allowed by the City unless such extra work or materials is requested and approved in writing prior to implementing such change. Verbal change orders ordering more work or materials or any deviation from the original scope for the project and Contract terms are ineffective and of no force and effect and will be deemed null and void.

SECTION XVII: TIME EXTENSION

The City shall allow for extension of time in the completion of work under the Contract in the event of delays such as acts of God, acts of the City, labor disputes, and material shortages beyond the control of the contractor, adverse weather conditions not reasonably anticipated, unavoidable casualties and other causes beyond the reasonable control of the Contractor. Said delays and reasons therefore shall be reported to the City in writing by the Contractor. If the City determines the cause of delays to be justified, then the time for completion of work under the Contract may be extended for such reasonable time as the City may determine by written change order signed by the City.

SECTION XVIII: PROTECTION OF PERSONS OR PROPERTY

A. Safety Precautions and Programs: The Contractor shall be responsible for initiating, maintaining, and supervising all safety precautions and programs in connection with the work.

B. Safety of Persons and Property: The Contractor shall take all reasonable precautions for the safety of, and shall provide all reasonable protection to prevent damage, injury or loss to :

1. All employees on the work site and the general public who may be affected thereby.

2. All the work and all materials and equipment to be incorporated therein, whether in storage on or off the site, under the care, custody or control of the Contractor or any of its sub-contractors or sub-subcontractors; and

3. Other property at the site or adjacent thereto, including but not necessarily limit to trees, shrubs, lawns, walks, pavements, roadways, structures and utilities not designated for removal, relocation or replacement in the course of construction.

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C. The Contractor shall give all notices and comply with all applicable laws, ordinances, rules, regulations and lawful orders of any public authority bearing on the safety of persons or property or their protection from damage, injury or loss.

D. Contractor shall report all work to “Miss Utility” at 1-800-257-7777 at least three (3) days prior to any open excavation and/or boring. Any damage to existing structures on project sites such as curbing, sidewalk, inlets, manholes, utility boxes, etc., shall be repaired and/or replaced by the Contractor at no expense to the City or property owner.

E. The Contractor shall erect and maintain, as required by existing conditions and progress of the work, all reasonable safeguards for safety and protection, including posting danger signs and other warnings against hazards, promulgating safety regulations and notifying owners and users of adjacent utilities.

F. The Contractor shall execute this contract with the utmost concern for the safety of the general public. All areas worked upon and subject to travel by the public shall be identified with the proper warning indicators and signs during the working period. Upon completion of the contract or when such areas are reopened to public travel, they shall be rendered in a safe condition using either temporary or permanent repair material as the case may be. No private driveway shall be blocked or closed without the property owner being notified at least twenty four (24) hours prior to construction.

G. When the use or storage of explosives or other hazardous materials or equipment is necessary for the execution of the work, the Contractor shall exercise the utmost care and shall carry on such activities under the supervision of properly qualified personnel.

H. The Contractor shall promptly remedy all damage or loss to any property referred to above cause in whole or in part by the Contractor, any subcontractor, and sub-subcontractor, or anyone directly or indirectly employed by any of them, or by anyone for whose acts any of them may be liable and for which the Contractor is responsible under this Contract.

I. Indemnification – Unsafe Working Environment. Contractor agrees to indemnify the

City and to hold the City harmless for any injury or malady suffered by any agent, or employee of Contractor including any subcontractor or independent contractor of Contractor (collectively hereinafter “agent”). Furthermore, Contractor agrees to adhere to all applicable and pertinent OSHA and MOSH rules, regulations and

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guidelines, to adhere to all CITY OF HAVRE DE GRACE ordinances, laws, rules, and regulations, and to follow and apply safe construction practices in order to promote and provide a safe working environment for agents. Contractor agrees to indemnify and pay the City for any attorneys’ fees incurred by the City in the defense of any claim against the City for an injury resulting from Contractor’s negligent failure: (1) to provide a safe working environment; (2) to follow safe construction practices; (3) to inspect, supervise or review the job site, any construction activities or any plan or specification prepared by Contractor or his agent; or (4) to comply with any OSHA or MOSH City ordinance, law, rule, or regulation. Contractor agrees to pay all court costs and any settlement or judgment incurred by the City as a result of any such suit or claim.

J. When the Contractor, Subcontractor, or Sun-subcontractor is granted permission for use of private property by a private property owner, the agreement shall be between the Contractor and the private property owner, and such agreement shall not be construed to include the City or any of its appointees. The Contractor shall be solely responsible for protecting any and all persons and property from damage or harm, and any damage to private property due to the Contractor’s operations shall be replace in kind and remedied by the Contractor at no cost and the satisfaction of the private property owner. The Contractor shall release from liability and hold harmless the City, its employees and appointees, and the private property owner from any damages or harm caused as a result of the Contractor’s operations.

SECTION XIX: TERMINATION FOR CONVENIENCE

The City in accordance with this clause in whole may terminate the performance of work under this Contract, or from time to time in part, whenever the City shall determine that such termination is in the best interest of the City. The City will pay all reasonable costs associated with, this Contract that the Contractor has incurred up to the date of termination and all reasonable costs associated with termination of the Contract. However, the Contractor shall not be reimbursed for any anticipatory profits that have not been earned up to the date of termination.

SECTION XX: TERMINATION FOR CAUSE

A. If the Contractor is adjudged as bankrupt, or if it makes a general assignment for the benefit of the creditors, or if a receiver is appointed on account of his insolvency, or if it persistently or repeatedly refuse or fails, except in cases for which extension of time is provided, to supply enough properly skilled workmen or proper materials, or

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if it fails to make prompt payment to subcontractors or for materials or labor, or persistently disregards laws, ordinances, rules, regulations or orders of any public authority having jurisdiction, or otherwise is guilty of a substantial violation of a provision of the Contract Documents, then the City, after certifying that sufficient cause exists to justify such action, may without prejudice to any right or remedy and after giving the Contractor and its surety, if any, seven (7) days written notice, terminate the employment of the Contractor and take possession of the site and all materials, equipment, tools, construction equipment and machinery thereon owned by the Contractor and may finish the work by whatever method it may deem expedient. In such case, the Contractor shall not be entitled to receive any further payment until the work is finished.

B. If the unpaid balance of the contact sum exceeds the cost of finishing the work, including compensation for additional engineering services made necessary thereby, such excess shall be paid to the Contractor. If such costs exceed the unpaid balance, the Contractor shall pay the difference to the City.

SECTION XXI: WARRANTIES

A. The Contractor warrants to the City, that all materials and equipment furnished under this Contract will be new unless otherwise specified, and that all work will be of good quality, free from faults and defects and in conformance with the Contract Documents. All work not properly approved and authorized may be considered defective. The Contractor shall furnish satisfactory evidence as to the kind and quality of materials and equipment being incorporated into this project by providing submittals on all materials and equipment.

B. The Contractor shall promptly correct all work rejected by the City as defective or as failing to conform to the Contract Documents, whether observed before or after substantial completion and whether or not fabricated, installed, or completed. The Contractor shall bear all costs of correcting such rejected work, including compensation for the additional engineering services made necessary thereby.

C. The Contractor shall remove from the site all portions of the work which are defective or nonconforming and which have not been corrected, unless removal is waived by the City.

D. If the Contractor fails to correct defective or nonconforming work, the City may correct it at the expense of the Contractor.

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SECTION XXII: GUARANTEE

A. The Contractor hereby guarantees all work for a period of one (1) year for all items under this contract, after the date of completion and conditional acceptance thereof by the City as follows:

1. Against all faulty or imperfect materials and against all imperfect, careless, and/or unskilled workmanship.

2. The Contractor agrees to replace with proper workmanship and materials, and to re-execute, correct or repair without cost to the City, any work which may be found to be improper or imperfect and/or which fails to perform as specified.

3. The guarantee obligations assumed by the Contractor under these Contract

Documents shall not be held or taken to be in any way impaired because of the specifications, indication or approval by or on behalf of the City of any articles, materials, means, combination of things used or to be used in the construction, performance and completion of the work or any part thereof.

4. No use or acceptance by the City of the work or any part thereof, nor any failure to use the same, nor any repairs, adjustments, replacements, or corrections made by the City due to the Contractor’s failure to comply with any of his obligations under the Contract Documents, shall impair in any way the guarantee obligations assumed by the Contractor under these Contract Documents.

SECTION XXIII: MAINTENANCE OF WORK

A. The Contractor shall maintain the work during construction and until acceptance.

This maintenance shall be continuous and effective, prosecuted with adequate equipment and forces to the end that all parts of the work be kept in satisfactory condition at all times and protected from damage of any kind of external sources.

B. All cost of maintenance work during construction and before final acceptance shall be included in the base bid and the Contractor will not be paid any additional amount for such work.

C. In the event that the Contractor’s work is halted by the City for failure to comply with the provisions of the contract, the Contractor shall maintain the entire project as provided herein, and provide such ingress and egress for local residents or tenants adjacent to the project site, for tenants for the project site, and for the

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general public as may be necessary during the period of suspended work or until the Contractor has been declared in default.

D. On project where traffic flow is maintained, the Contractor shall be responsible for repair and restoration of all traffic damages to the work, either partially or totally completed, until such time as the city accepts the work.

E. In the event that the Contractor fails to remedy unsatisfactory maintenance within

24 hours after receipt of such notice, the City will immediately proceed with adequate forces and equipment to maintain the project, and the entire cost of this maintenance will be deducted from monies due the Contractor.

SECTION XXIV: RETENTION OF RECORDS

The Contractor shall retain and maintain all records and documents related to this Contract for three (3) years after final payment by the City hereunder or any applicable statute limitations or State laws and regulations, whichever is longer, and shall make them available for inspection and audit by authorized representatives of the City, including the procurement officer or designee, at all reasonable times.

SECTION XXV: COMPLIANCE WITH LAWS

The Contractor hereby warrants that it is qualified to do business in the State of Maryland and that will take such action as, from time to time hereafter, may be necessary to remain so qualified; and it is not in arrears with respect to the payment of monies due and owing the State of Maryland, or any department or unit thereof, including but not limited to the payment of taxes and employee benefits, and that it shall not become so in arrears during the term of this Contract and it further agrees to comply with all Federal, State and local laws, regulations and ordinances applicable to its activities and obligations under this Contract.

SECTION XXVI: CHANGE ORDERS

The City, without invalidating the Contract, may order changes in the work within the general scope of the Contract consisting of additions, deletions or other revisions; and the Contract sum and the Contract time will be adjusted accordingly. All such changes in the work shall be authorized by a properly certified change order. All change orders shall be approved by the DCPGM. No oral changes to this Contract shall be effective.

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SECTION XXVII: SUPREMACY CLAUSE

In the event of a conflict between the terms and conditions of this contract and the Project Manual, Project Plans, and documents referenced therein, the parties agree that this Contract shall control interpretation of any inconsistency. However, the Contract Documents shall, to the greatest extent possible, be construed to be consistent.

SECTION XXVIII: SUSPENSION OF WORK

The City may, at any time and without cause, suspend the work or any portion thereof for a period of not more than one hundred twenty (120) days by notice in writing to the Contractor, which will fix the date on which the work will be resumed. Contractor shall resume the work on the date so fixed. Contractor shall be allowed an increase in the contract time directly attributable to any suspension.

IN WITNESS THEREOF, the parties hereto have executed this Agreement, the day and year first above written.

WITNESS/ATTEST: Contractor

BY: ______________________________ BY: _________________________

Title______________________________ Name: ______________________

Title: ________________________

ADDRESS: _____________________

WITNESS/ATTEST: MAYOR AND CITY OF HAVRE DE GRACE,

MARYLAND

BY: ______________________________ BY: _____________________________

Procurement Officer

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CONTRACT

CONTRACT AFFIDAVIT

1. AUTHORIZED REPRESENTATIVE

I HEREBY DECLARE AND AFFIRM that I am the _____________________________ (Title) And the duly authorized representative of ______________, and that I possess the legal authority to make this Affidavit on behalf of myself and the contractor for which I am acting.

2. CERTIFICATION OF CORPORATION REGISTRATION AND TAX PAYMENT

I FURTHER DECLARE AND AFFIRM that __________________.

is a (domestic) (foreign) corporation registered in accordance with the Corporations and Associations…