PROJECT

MANUAL

BBS

ARCHITECTS

LANDSCAPE ARCHITECTS

ENGINEERS

244 EAST MAIN STREET 100 GREAT OAKS BLVD.

PATCHOGUE ALBANY

NEW YORK 11772 NEW YORK 12205

T. 631.475.0349 T. 518.621.7650

F. 631.475.0361 F. 518.621.7655 www.BBSARCHITECTURE.COM

ARCHITECTS CERTIFICATION

THE UNDERSIGNED CERTIFIES THAT TO THE BEST OF HIS KNOWLEDGE,

INFORMATION, AND BELIEF, THE PLANS AND SPECIFICATIONS ARE IN

ACCORDANCE WITH THE APPLICABLE REQUIREMENTS OF THE NEW

YORK STATE UNIFORM FIRE PREVENTION AND BUILDING CODE, THE

NEW YORK STATE ENERGY CONSERVATION CONSTRUCTION CODE,

THE CONSTRUCTION STANDARDS OF THE EDUCATION DEPARTMENT,

NEW YORK STATE DEPARTMENT OF LABOR RULE 56, EPA AND AHERA

REQUIREMENTS.

Lawrence Salvesen, A.I.A. Lic. No. 020623

FOR:

GREENBURGH PUBLIC LIBRARY

COURTYARD IMPROVEMENTS

300 TARRYTOWN ROAD, ELMSFORD, NY 10523

TOWN OF GREENBURGH

WESTCHESTER COUNTY, NEW YORK

DEPARTMENT OF PUBLIC WORKS

177 HILLSDALE AVENUE

GREENBURGH, NEW YORK 10607

B.B.S. PROJECT NUMBER:

26-110

Bid Pick Up Date:

SEPTEMBER 8, 2026

-118, GREENBURGH

PUBLIC LIBRARY

COURTYARD IMPROVEMENTS

WESTCHESTER COUNTY

NEW YORK

Prepared By:

(on behalf of the Town)

BBS Architects, Landscape

Architects and Engineers, P.C.

244 East Main Street

Patchogue, New York 11772

(631) 475-0349 www.bbsarchitecture.com

SEPTEMBER 2026

TABLE OF CONTENTS

SECTION PAGE NUMBER

A. NOTICE TO BIDDERS A-1

B. INSTRUCTIONS TO BIDDERS B-1 - B-4

C. BID PROPOSAL C-1 - C-7

D. FORMS

Form of Agreement D-1 - D-4

Form of Bid Bond D-1

Form of Performance Bond and

Labor & Material Payment Bond D-1, D-5 - D-8

Form of General Release D-1, D-9

Form of Maintenance Bond D-1, D-10 - D-11

E. INSURANCE E-1 - E-3

F. LABOR PROVISIONS

N.Y.S. Prevailing Wage Rates F-1

N.Y.S. Affirmative Action Requirements F-8 - F-16

Non-Discrimination Clause F-17 - F-21

G. GENERAL CONDITIONS

101. Definitions G-1 - G-2

102. Superintendence of Contractor G-2

103. Subcontracts G-2 - G-3

104. Other Contracts G-3

105. Responsibilities of Contractor G-3

106. Fitting and Coordination of the Work G-4

107. Mutual Responsibility of Contractor G-4

108. Assignment or Novation G-4

109. Progress Schedule G-4 - G-5

110. Communications G-5

111. Payments to Contractor G-6 - G-8

112. Changes in the Work G-8 - G-11

113. Claims for Extra Cost G-11 - G-12

114. No Options Paid G-12

115. Time and Materials Work Notification G-13

116. Termination; Delays and Extensions;

Liquidated Damages G-13 - G-16

117. Engineer's Authority G-16

118. Technical Specifications and Contract

Drawings G-16

119. Requests for Supplementary Information G-16 - G-17

120. Shop Drawings G-17 - G-18

I.

16-22 22.1-1-4 22.2-1-4

G. GENERAL CONDITIONS (continued)

121. Samples, Certificates and Tests G-19 - G-22

122. Materials and Workmanship G-22 - G-23

123. Permits and Codes G-23 - G-24

124. Care of Work G-24 - G-25

125. Accident Prevention G-26

126. Sanitary Facilities G-26

127. Use of Premises G-27

128. Removal of Debris, Cleaning, etc. G-27

129. Layout of Work G-27

130. Blasting G-28 - G-29

131. Inspection/Acceptance of the Work G-29 - G-30

132. Final Inspection G-30

133. Insurance G-30

134. Warranty of Title G-31

135. General Guarantee G-31

136. No Arbitration G-31

137. Risk of Loss G-32

138. Required Provisions Deemed Inserted G-32

139. Corrections G-32

140. Safety Provisions G-32

141. Connecting to Existing Work G-33

142. Existing Improvements G-33

143. Access to Site G-33 - G-34

144. Access to Adjacent Properties G-34

145. Use of Roadways G-35

146. Indemnity Clause G-35

147. Disputes G-36

148. General Municipal Laws of New York State G-36

149. "Or Equal" Clause Unless Otherwise Specified G-37

150. Construction, Excavation and Demolition

Operations at or near Underground Facilities G-37

151. Review by Owner G-37 - G-38

152. Deductions for Uncorrected Work G-38

153. Patents G-38

154. Information from Owner G-38

155. Existing Utilities, Structures and Fixtures G-38 - G-39

156. Control of Existing Flows G-39 - G-40

157. Sewage, Surface, Groundwater & Flood Flows G-40 - G-41

158. Weather Conditions/Work in Freezing Weather G-41

159. Maintenance and Protection of Traffic G-41 - G-42

160. Hours of Work G-42

161. Watchman G-42

162. Field Copies G-43

163. Emergency Work G-43

164. Protection G-43 - G-44

165. Payment for General Conditions G-44

166. Damage to Private Property G-44

167. Restoration G-44 - G-45

168. Site Visitation G-45

II.

H. SPECIAL CONDITIONS (201-209) H-1 – H-2

I. TECHNICAL SPECIFICATIONS

Technical Specifications Table of Contents

III.

SECTION A - NOTICE TO BIDDERS

Sealed bids for the “GREENBURGH PUBLIC LIBRARY - COURTYARD IMPROVEMENTS" will be received by the Town Clerk of the Town of Greenburgh, Greenburgh Town Hall, 177 Hillside Avenue, White Plains, NY 10603 until 3:00 p.m. on Tuesday, October 6th, 2026. Bids will be opened and read aloud in the Town Hall Meeting Room at 3 p.m. Tuesday, October 6th, 2026.

Plans and specifications relating to said proposal may be obtained on www.empirestatebid.com, the New York State Contract website www.nyscr.ny.gov, or at the Town of Greenburgh website: www.greenburghny.com, beginning Friday, September 11th, 2026.

Each bidder must deposit with their bid a certified check of not less than five percent (5%) of the base bid accompanied by a Consent of Surety from a recognized Bonding Company, or a bid bond with a Bonding Company Licensed to do business in the State of New York, in the form and subject to the conditions provided in the Information for Bidders. Said deposit will be considered as a guarantee that the bidder will enter into a contract and furnish the necessary bonds and insurance for the work, if awarded to him, and will be forfeited to the Town of Greenburgh as liquidated damages if they fail to do so, within the specified time.

The Contract will be awarded to the lowest responsible bidder pursuant to the provisions of the General Municipal Law. The Town Board reserves the right to determine responsibility based on an evaluation of the Contractor's qualifications, experience, organization, finances, past performance, and other applicable factors. The Town Board further reserves the right to reject any or all bids.

A non-mandatory Pre-Bid Conference is scheduled for 10:00 a.m., Wednesday, September 23rd, 2026. Bidders shall meet outside the main lobby of the Greenburgh Public Library, 300 Tarrytown Road, Elmsford, NY 10523.

Sealed Bids must be addressed to the Town Clerk and marked, “Greenburgh Public Library - Courtyard Improvements” - due no later than 3:00 p.m. Tuesday, October 6th, 2026.

Questions regarding this contract are due no later than September 28th, 2026, and may be directed to John R. Longo, at BBS Architects (631) 475-0349 longo@bbsarch.com with copy to Aaron Harewood of The Town of Greenburgh Bureau of Engineering at aharewood@greenburghny.gov

Lisa Maria Nero

Town Clerk

SECTION B

INSTRUCTIONS TO BIDDERS

1. DOCUMENTS: Complete sets of Bidding Documents will be issued for bidding purposes as stated in the "Invitation to Bid." A complete set of Documents consists of the following:

a. A bound copy of the Specifications

b. Addenda (if any)

c. Contract Plans (if any)

2. PROPOSALS: To be considered, proposals on the forms included herein, must be a set in accordance with these Instructions to Bidders. All bids must be submitted on the prescribed forms which are bound in the specifications as Section C. All blank spaces for bid prices must be filled in, in both words and figures, either typed or in ink.

Proposals that contain any omission, erasures, alterations, additions, or items not called for in itemized Proposal, or that contain irregularities of any kind, may constitute sufficient cause for rejection of the bid. In case of any discrepancy in the price or amount bid in the

Proposal, the price, as expressed in words, shall govern. All bids must be submitted in sealed envelopes addressed to Town Board, Town of Greenburgh, Westchester County, New York and be clearly identified with (1) Project Name, (2) Name of Bidder and address. Proposals shall be signed with name typed below signature. The Bidder's seal, if a corporation, shall be affixed under the Bidder's signature. Telephone or telegraphic bids will not be accepted.

3. QUALIFICATIONS OF BIDDERS: The Owner may make such investigations as he deems necessary to determine the qualifications of the Bidder to perform the work, and the Bidder shall furnish information and data for this purpose as may be required. The

Owner reserves the right to reject any bid if the evidence submitted by a Bidder, or the investigation of such Bidder, fails to satisfy the Owner, that such Bidder is properly qualified to carry out obligations of the Contract and to complete the work contemplated therein within the time designated. Fraudulent statements shall cause rejection of

Proposal and forfeiture of bid security.

B-1

4. CONDITIONS OF WORK: Each Bidder must inform himself fully of conditions relating to the construction and labor under which work will be performed. Failure to do so will not relieve a successful Bidder of his obligation to furnish all material and labor necessary to carry out the provisions of the Contract and to complete the work for the consideration set forth in his Bid. Bidders' attention is directed to Paragraph 1 of the Bid Proposal, in which the Bidder certifies that he has examined the site. If rock probes or test borings have been made by the Owner, they will be made available to the Contractor for inspection on the same conditions. Bid shall include the complete costs of furnishing all materials, with the

Drawings and Specifications and all other expenses incidental thereto. Local and State sales taxes shall not be included in the bid. Insofar as possible, any Contractor in the carrying out of his work must employ such methods or means as will not cause any interruption of or interference with the work of any other Contractor, or of the proper functioning of the existing facilities of adjacent or contingent properties.

5. ADDENDA AND INTERPRETATION: Every request for information or interpretation of

Bidding Documents or Drawings must be addressed in writing to the Commissioner of

Public Works, Town of Greenburgh and, to be given any consideration, must be received at least ten (10) days prior to the date fixed for the opening of bids. Any and all such interpretations, any supplemental instructions, will be in the form of written Addenda and will be mailed to all prospective Bidders. The failure of any Bidder to receive any such addenda will not relieve the Bidder of any obligation under his Bid submitted. Any

Addenda so issued shall become part of the Bidding Documents. Reception of Addenda shall be noted on the "Bid Form."

6. BID SECURITY: Each bidder is required to deposit at the time of submission of his bid, a

Bid Bond or certified check in an amount representing five percent (5%) of his bid payable to the Owner, which amount the Bidder agrees is to be forfeited as liquidated damages and not as a penalty if in case he is awarded the contract, and he shall thereafter fail to execute a Contract with the Owner under the conditions of this Proposal or to furnish the bonds required for the faithful performance of this Contract. Bidders who submit certified checks must accompany them with a Consent of Surety from a recognized Bonding

Company agreeing to supply a Performance Bond and Labor and Materials Bond if the contract is awarded to the Bidder.

Such bid security will be returned to all except the three lowest formal Bidders within three days after the formal opening of the Bids, and the remaining bid security will be returned to the other bidders after the Owner and the accepted Bidder have executed the Contract

Documents. In the event no Contract has been so executed within forty-five (45) calendar days after the date of the opening of bids, upon the demand of the Bidder, so long as he has not been notified of the acceptance of his bid, his bid security will be returned. The

Bid Security of the successful Bidder will be retained until the filing and approval of the bonds and insurance.

B-2

7. INSURANCE REQUIRED: The successful Bidder will be required to procure any pay for the following types of insurance, in accordance with the provision listed in Pages E-1 through E-3.

a. General Liability Insurance

b. Automobile Liability Insurance

c. Compensation, Disability and Employer's Liability Insurance

d. Unemployment Insurance

8. SECURITY FOR FAITHFUL PERFORMANCE: The Contractor shall, prior to execution of the Contract submit two separate executed bonds, (1) a Performance Bond in an amount equal to one hundred percent (100%) of the accepted bid as security for the faithful performance of the terms, covenants and conditions of the Contract; and (2) a Labor and

Material Payment Bond for the full amount of the Contract price guaranteeing the full payment of all persons performing labor or furnishing material or rentals, under the contract.

The Bonds shall be prepared as specified in Section D - Form of Performance Bond and

Labor and Material Bond, and shall have as Surety thereon such Surety Company or companies as are acceptable to the Owner and are authorized to transact business in the

State of New York.

In addition, at the time of final payment, a two year Maintenance Bond guaranteeing against defective materials and workmanship will be required in an amount equal to one hundred percent (100%) of the contract amount.

9. FORM OF AGREEMENT: The form of agreement is included in these documents in

Section D, Page 16.

10. AWARD: The contract will be awarded to the lowest responsible bidder pursuant to the provisions of the General Municipal Law. The Town Board reserves the right to determine responsibility based on an evaluation of the Contractor's qualifications, experience, organization, finances, past performance, and other applicable factors. The Town Board further reserves the right to reject any and all bids.

11. OWNER: Town of Greenburgh, Westchester County, New York.

12. SALES TAX EXEMPTION: Under Chapter 513 of the Laws of New York 1974, all materials and supplies sold to a Contractor and which are to become an integral, component part of a structure, building or real property owned by an exempt organization such as the Town of Greenburgh are exempt from the payment of New York State Sales or compensatory use taxes. Therefore, the Contractor should not include any amount in its bid price to cover sales taxes for the above items.

B-3

13. REQUIRED SUBMISSIONS: Prior to award, the successful bidder will be required to meet the following requirements:

a. The successful bidder must provide the Town with a certificate issued by the

Secretary of State that the Corporation is authorized to do business within the

State and is presently in good standing. If the entity to whom the bid is awarded is not a corporation, it would be required that the entity's certificate of doing business, which should be on file in the County Clerk's Office, be provided. (This would also hold true in the case of joint ventures which would be required to disclose the underlying entities which make up the joint venture and the supplying of the requisite certificate of doing business of each such entity).

b. A statement by the successful bidder that no officer, director or stockholder (if less than 10 stockholders) of the successful bidder is an officer or employee of the

Town or is a relative of any such Town officer or employee. If such officer, director or stockholder does exist, their names and relationship should be disclosed to the

Town.

B-4

SECTION C

BID PROPOSAL

GREENBURGH PUBLIC LINBRARY COURTYARD IMPROVEMENTS

TOWN OF GREENBURGH, NEW YORK

TO: Bid Submitted By:

The Town Board Town of Greenburgh Town Hall (Name) 177 Hillside Avenue Greenburgh, NY 10607

(Address)

(Telephone No.)

(Federal ID Number)

1. I/We do hereby declare that I/we have carefully examined the Instructions to Bidders, the

Plans, Profiles and other drawings and the Specifications relating to the above entitled matter and the work, and have also examined the site.

2. I/We do hereby offer and agree to furnish all materials, to fully and faithfully construct, perform and execute all work in the above titled matter in accordance with the Plans, Drawings, and Specifications relating thereto, and to furnish all labor, tools, implements, models, forms, transportation and materials necessary and proper for the purpose for the price/prices as given on the bid forms.

3. I/We do hereby declare that the prices so stated cover all expenses of every kind incidental to the completion of said work, and the contract therefore, including all claims that may arise through damages or any other cause whatsoever.

4. I/We do hereby agree that I/we will execute a contract therefore, containing all the terms, conditions, provisions, and covenants necessary to complete the work according to the Plans and Specifications therefore within fifteen (15) business days after the award of the contract, and if I/we fail to execute said contract within said period of time, that the Town Board shall have the power to rescind said award and also that the said Board shall retain the proceeds of the certified check, or require the payment of the sum of the bid bond. The Contract execution will serve as the official notification to commence work.

5. I/We do also declare and agree I/we will commence the work within five (5) days after the contract execution and will complete the work fully and in every respect on or before the time specified in said contract an do authorize the said Board, in case of failure to complete the work within such specified time, to employ such men, equipment and materials as may be necessary for the proper completion of said work and to deduct the cost thereof from the amount due under the contract. I/we further agree that the Owner may deduct for liquidated damages the sums set forth in the Special Conditions if I/we fail to complete the work within the time limits specified.

C-1

SECTION C (cont.)

BID PROPOSAL (cont.)

6. I/We hereby affirm that by submission of this bid, each bidder and each person signing on behalf of any bidder certifies, and in the case of a joint bid, each party thereto certifies as to its own organization, under the penalty of perjury, that to the best of knowledge and belief;

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

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

(c) No attempt has been made or will be made by the bidder to induce any other person, partnership or corporation to submit or not to submit a bid for the purpose of restricting competition; and

(d) No member of the Town Board or any officer or employee of the Town of Greenburgh, New

York, or person whose salary is payable in whole or in part from the said Town Treasury is, shall be or become interested, directly or indirectly, as a contracting party, partner, stockholder, surety or otherwise, in this bid, or in the performance of the Contract, or in the supplies, materials or equipment and work or labor to which it relates, or in any portion of the profits thereof.

7. I/We hereby further agree that this proposal is a firm bid and shall remain in effect for a period of at least forty five (45) calendar days from the date of the opening bids, and that within said period of forty five (45) days, the Town will accept or reject this proposal, or this time period may be extended by mutual agreement.

8. I/We do hereby declare that, if this is a corporate bid, I have been duly authorized to act as the signator on this proposal in behalf of this corporation.

9. I/We hereby affirm that I/we will adhere to the requirements of the attached "Affirmative

Action Certification."

10. I/We hereby affirm, under penalty of perjury, the truth of all statements in this proposal.

11. I/We will accept, in full payment for the completed work, the following unit prices as my/our base bid.

12. I/We hereby agree that I/we shall make no claim on account of any variation of the approximate estimate in the quantities of work to be done, whether the actual quantities are greater, smaller or completely deleted. A change in the quantity of any item shall not be regarded as sufficient grounds for a change in unit price of that item.

C-2

SECTION C (cont.)

**Total bid for estimated quantities:

TOTAL BASE BID – COURTYARD IMPROVEMENTS

Amount written in Figures: $

Amount written in Words

The **TOTAL BID shall be in lump sum form, for all labor, materials and equipment required to perform the work.

ADD ALTERNATE 1 – FREE SANDING BENCHES

Furnish and install benches where shown of the drawings.

Amount written in Figures: $

Amount written in Words

Date:

(Legal Name of Bidder)

(Authorized Signature)

Corporate Seal (if incorporated)

Bidder acknowledges receipt of Addenda as follows:

(Signature)

C-3

ADD ALTERNATE 1 – FREE STANDING BENCHES

Furnish and install benches where shown of the drawings.

STATEMENT OF QUALIFICATIONS

The following is a list of places where we have performed work of similar character and magnitude, together with references:

LOCATION

DESCRIPTION

OF WORK

APPROXIMATE

COST

NAME & PHONE OF

ENGINEER/OWNER

The full name and places of residence of all persons and parties interested as principals in the foregoing proposal are as follows:

C-4

AFFIRMATIVE ACTION CERTIFICATION

A bidder will not be eligible for award of a contract under this Invitation for Bids unless such a bidder has submitted as part of its bid the following certification, which will be deemed a part of the resulting contract:

BIDDERS' CERTIFICATION

certifies that:

(Bidder)

1. They intend to use the following listed construction trades in the work under the contract

; and

2. a. As to those trades set forth in the preceding paragraph one hereof for which it is eligible under Part 1 of these Bid Conditions for participation in the Westchester County Plan, it will comply with the Westchester County area within the scope of coverage of the Plan, those trades being:

and/or

b. as those trades for which it is required by these Bid Conditions to comply with Part II of these Bid Conditions, it adopts, the minimum minority manpower utilization goals and the specific affirmative actions steps contained in said Park II, for all construction work (both state and non-state) in the Westchester County area subject to these Bid conditions, those trades being:

and/or

3. They will obtain from each of their subcontractors and submit to the contracting or administering agency prior to the award of any subcontract under this contract the subcontractor certification required by these Bid Conditions.

C-5

NON-COLLUSIVE BIDDING CERTIFICATION

By submission of this bid, each bidder and each person signing on behalf of any bidder certifies, and in the case of a joint bid, each party thereto certifies as to its own organization, under penalty of perjury, that to the best of knowledge and belief:

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

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

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

I hereby affirm under the penalties of perjury that the foregoing statement is true.

Company

By

Title

Address

Phone

C-6

INDIVIDUAL ACKNOWLEDGMENT

STATE OF NEW YORK )

) SS:

COUNTY OF WESTCHESTER )

On this day of , in the year 20 , before me personally came to be known and known to me to be the person described in and who executed the foregoing instrument, and he acknowledged to me that he executed the same.

Notary Public

PARTNERSHIP ACKNOWLEDGMENT

) SS:

COUNTY OF WESTCHESTER )

On this day of , in the year 20 , before me personally came , a member of the co-partnership of , to me known and known to me to be the person described in and who executed the foregoing instrument, and he acknowledged to me that he executed the same as and for the act and deed of the said co-partnership.

CORPORATION ACKNOWLEDGMENT

) SS:

COUNTY OF WESTCHESTER )

On this day of , in the year 20 , before me personally came to me known, who, being by me duly sworn, did depose and say that he resides in/at that he is the of the the corporation described in and which executed the foregoing instrument, that he knows the corporate seal of the said corporation, that the seal affixed to the said instrument is such corporate seal; and that it was so affixed by order of the Board of Directors of the said corporation, and that he signed his name thereto by like order.

C-7

SECTION D – FORMS

FORM OF BID BOND

The Bid Bond form will be the "Bid Bond" A.I.A. Document A310, Dated, 2010

FORM OF AGREEMENT

The Contract form will be as shown on Pages 16 through 22.

FORM OF PERFORMANCE BOND AND LABOR AND MATERIAL PAYMENT BOND

The form of Performance Bond and Labor and Material Payment Bond, will be the "Performance Bond and Labor and

Material Payment Bond,"

A.I.A. Document A312, 2010 edition

FORM OF GENERAL RELEASE

The form of General Release is included on Page 23

FORM OF MAINTENANCE BOND

The form of Maintenance Bond will be shown on Page 24

FORM OF BID BOND

The Bid Bond form will be the "Bid Bond" A.I.A. Document A310, Dated, 2010

PROJECT: Greenburgh Pubic Library Courtyard Improvements Single Prime Bid

BID DATE:

AGREEMENT

THIS AGREEMENT, made this day of , 2026, by and between

(a corporation organized and existing under the state of

)*(a partnership consisting of

)*(an individual trading as

)*(hereinafter called the "Contractor" and Town of Greenburgh hereinafter called the "Owner."

WITNESSETH, that the Contractor and the Owner for the considerations stated herein mutually agree as follows:

Article 1. Statement of Work. The Contractor shall furnish all supervision, technical personnel, labor, materials, machinery, tools, appurtenances, equipment and services, including utility and transportation services and perform and complete all work and required supplemental work for the completion of this Contract in strict accordance with the hereinafter referenced Contract Documents, including all Addenda thereto, numbered .

Article 2. The Contract Price. The Owner will pay the Contractor for the performance of the Contract in current funds, for the total quantities of work performed at the unit prices stipulated in the bid for the respective items of work completed, subject to additions and deductions as provided in the Section – Changes in the work in the General Conditions. Contractor shall submit monthly invoices that clearly describe the services rendered in sufficient detail for review and audit.

*Strike out the two terms not applicable.

Article 3. Contract Documents. The Contract Documents shall consist of the following (including their attachments and exhibits):

a. This agreement f. Special Conditions

b. Addenda (if any) g. General Conditions

c. Invitation for Bids h. Technical Specifications

d. Instructions to Bidders i. Drawings (as listed in the

e. Signed Copy of Bid, with all Schedule of Drawings) attachments required for the j. Payment & Performance Bonds bidding. k. Certificates of Insurance

This Agreement, together with other Documents enumerated in this Article 3, which said other Documents are as fully a part of the Contract as if hereto attached or herein repeated, forms the Contract between the parties hereto. In the event that any provision in any component part of this Contract conflicts with any provision of any other component, the part first enumerated in this Article 3 shall govern, except as otherwise specifically stated.

Article 4. Term. The Work shall commence upon Contractor’s receipt of a written “Notice to Proceed” from the Owner and shall be completed within eight (8) months of such notice.

Article 5. Independent Contractor. The Contractor’s relationship to the Town is that of an independent contractor, and not as an agent or employee. In the ordinary course of business, the Contractor may perform services for other parties and is not precluded from doing so by this Agreement. The Contractor shall have the sole and exclusive right and responsibility to control and determine the method, manner and means to perform the Work as required in this Agreement. The Contractor shall be solely responsible for providing whatever labor and materials necessary to perform the Work.

Article 6. Standard of Care. The Contractor shall perform the Work in a professional and workmanlike manner exercising such skill and judgment with that degree of reasonable care appropriate for similar work by similarly situated contractors.

Article 7. Work Product. All materials prepared by or on behalf of the Contractor

(including, but not limited to, drawings, specifications, reports, information, data or other work product) as part of the Work shall be the property of the Owner and provided to Owner upon request.

Article 8. Insurance. The Contractor shall, at its own expense, procure and maintain the following insurance in the following types and minimum limits, and with insurers licensed and rated satisfactory to the Town:

l. General Liability - $1,000,000 each occurrence/$2,000,000, aggregate

2. Automobile Liability - $1,000,000 each occurrence/$2,000,000, aggregate

3. Owners and Contractors Protective Liability-$1,000,000 each occurrence/$2,000,000, aggregate

4. Employers Liability and Per State Statute Workers Compensation/Disability Benefits

Prior to commencing work, the Contractor shall provide the Town Engineer and Town Attorney with complete certificates of insurance evidencing the aforementioned coverage written through insurance carriers rated A-VII or better by AM at least three (3) weeks prior to commencing the Work

The Contractor shall report any accident or claim to the offices of the Town Attorney and

Comptroller as soon as possible and not later than twenty-four hours from the time of such accident or claim. A detailed written report must be submitted to the Town as soon thereafter as possible and not later than three (3) days after the date of such accidents.

The Contractor agrees, in the event of cancellation, non-renewal or any reduction to its insurance policies required by the Agreement, to provide the Owner with written notice of said cancellation, non-renewal or reduction. The Contractor shall provide updated certificates of insurance to Owner in the event any one of its insurance policies as required above renews during the term of this Agreement.

In addition, the certification shall state the following:

1. The Town of Greenburgh shall be listed as an Additional Insured on a “primary and non-contributory” basis on the General and Automobile policies.

2. In the Description of Operations Box on the certificate, the following language shall be inserted;

“The Contractor, its employees, subcontractors and insurers do hereby waive all rights of subrogation against the Town of Greenburgh, its officers, employees, agents, board members, committee members and volunteers. All coverage listed on this Certificate is Primary and non-contributory.”

3. On the certificates it shall be noted that thirty days’ written notice shall be given to the Town in the event of cancellation, renewal, or change.

Article 9. Indemnification. The Contractor hereby agrees to indemnify and hold the Town, its officers, employees, agents, board members, committee members or volunteers performing authorized tasks on behalf of the Town, harmless from and against any and all liability, damage, claims, demands, costs, judgments, fees, including all expenses, reasonable attorneys’ fees, of any nature and description whatsoever resulting, directly or indirectly, or arising out of the performance of the Work pursuant to this Agreement or for any act or omission of the Contractor, or its respective agents, employees, and subcontractors.

In the event of any action commenced against the Town, or its officers, employees, agents, board members, committee members or volunteers performing authorized tasks, or employees, Owner will promptly give notice thereof to the Contractor, and the Contractor will have the right to select and furnish counsel for the defense of any such action, provided such counsel is reasonably acceptable to Owner, which acceptance shall not be unreasonably withheld, at no cost or expense to Owner. Owner agrees to cooperate with the Contractor as reasonably required for the defense of any such action.

The parties acknowledge and agree that the provisions of this section are intended to survive termination of this Agreement.

Article 10. Assignment/Subletting. The Contractor shall not assign or transfer its interest in this

Agreement without the prior written consent of Owner pursuant to a duly approved Town Board Resolution.

The Town shall have the right to review any subcontractor selected by Contractor and reject Contractor’s selected subcontractor upon ten (10) days’ notice. If the Town does not respond within ten

(10) days the Town waives any right to objection to Contractor’s selected subcontractor Subcontracting shall not relieve the Consultant for its proper performance of the services.

Article 11. Compliance with Law. The Contractor shall comply with and is governed by: all applicable laws and regulations in the performance of the Work in the State of New York, Westchester County, and the Town of Greenburgh, the Town’s Harassment Policy; and the Town’s Code of Ethics.

The Town’s Code of Ethics is attached hereto as Exhibit and the Town’s Harassment Policy is attached hereto as Exhibit .

Article 12. Additional Services. If the Contractor believes that it has been directed to perform work outside the scope of this Agreement, the Contractor shall promptly notify Owner in writing prior to beginning such matter. If Owner determines that such matter constitutes extra work, the Owner shall pay additional compensation to the Contractor based on an agreed upon amount memorialized in writing signed by both Parties and pursuant to a duly approved Town Board Resolution.

Article 13. Termination.

A. For Convenience

Owner has the right to terminate this Agreement for convenience by thirty (30) days’ written notice to the Contractor. Upon receipt of such notice, the Contractor shall discontinue any further performance of the Work. In such event, the Owner shall pay the Contractor for all Work satisfactorily completed to date.

B. Termination for Cause

Owner has the right to terminate this Agreement for breach if the Contractor fails to satisfactorily perform its obligations or if the Contractor shall fail to give Owner adequate assurances of same within ten (10) days after written notice of default.

Article 14. Dispute Resolution. Should any dispute arise between the Contractor and the

Owner regarding the manner or sufficiency of the performance of the Work, it is mutually agreed by and between the parties hereto that such dispute shall be resolved initially pursuant to informal negotiations.

If the parties are unable to resolve their dispute within sixty (60) days, the parties thereafter agree to resolve any dispute pursuant to litigation in the Supreme Court of the State of New York, County of

Westchester in accordance with New York law. The work shall not be interrupted or delayed pending resolution.

Article 15. Notices. Any notice given pursuant this Agreement shall be in writing and shall be made either by service in-person or by pre-paid regular and certified/registered U.S. Mail or delivery service. Any such notice given shall be delivered as follows:

If to the Town:

Town Engineer

TOWN OF GREENBURGH

Greenburgh, N.Y. 10607

With a copy to:

Office of the Town Attorney

TOWN OF GREENBURGH

Greenburgh, N.Y. 10607

If to Contractor, to the address set forth above, with a copy to:

Article 16. Choice of Law. This Agreement shall be governed by the laws of the State of New

York.

Article 17. Severability. If any term or condition of this Agreement is found by a court to be invalid, void or unenforceable, all other provisions shall remain in full force and effect.

[ Signature Pages to Follow]

IN WITNESS WHEREOF, the parties hereto have caused this AGREEMENT to be executed in five (5) original copies on the day and year first above written.

ATTEST:

(Contractor)

By:

Title:

Town of Greenburgh

(Owner)

By:

(Paul J. Feiner, Supervisor)

STATE OF NEW YORK

COUNTY OF WESTCHESTER

SS.

On the day of , 20 , before me personally came Paul J.

Feiner to me known, who, being by me duly sworn, did depose and say that they reside in Greenburgh, New York; that they are the Supervisor of the Town of Greenburgh, the municipal corporation described in, and which executed the foregoing instrument; that they know the seal of said corporation; that the seal affixed to said instrument is such corporate seal; that it was affixed by order of the Town Board of the said corporation and that they signed their name thereto by like order.

COUNTY OF WESTCHESTER SS.

On the day of , 20 before me personally came to me known, who, being by me duly sworn, did depose and say that they reside in that they are the of the corporation described in and which executed the foregoing instrument; that they know the seal of said corporation; that the seal affixed to said instrument is such corporate seal; that it was so affixed by order of the Board of Directors of said corporation; and that they signedtheir name thereto by like order.

CORPORATE ACKNOWLEDGMENT

On the day of , 20 , before me personally came

, to me known, who, being by me duly sworn, did depose and say that they reside at that they are the of the corporation described in and which executed the within instrument; that they know the seal of said corporation; that the seal affixed to the within instrument is such corporate seal; and that it was so affixed by authority of the Board of Directors of said Corporation and that they signed their name thereto by like order.

SURETY ACKNOWLEDGMENT

On the day of , 20 , before me personally came

, to me known, who, being by me duly sworn, did depose and say that they are an Attorney-in-Fact of , the corporation described in and which executed the within instrument; that they know the seal of said corporation; that the seal affixed to the within instrument is such corporate seal; and t h e y signed the within instrument and affixed the said seal as Attorney-in-Fact by authority of the Board of Directors of said Corporation and by authority of the standing resolutions thereof.

ATTACHMENT:

1. POWER OF ATTORNEY

The Company executing this bond vouches that this document conforms to American Institute of Architects Document A312, 2010 edition 1

PERFORMANCE BOND

Bond No.:

CONTRACTOR:

(Name, legal status and address)

SURETY:

(Name, legal status and principal place of business)

OWNER:

CONSTRUCTION CONTRACT

Amount:

Description:

(Name and location)

BOND

(Not earlier than Construction Contract Date)

Amount:

Modifications to this Bond: None See Section 16

CONTRACTOR AS PRINCIPAL SURETY

Company: (Corporate Seal) Company: (Corporate Seal)

Signature:

Name and Title:

(Any additional signatures appear on the last page of this Performance Bond.)

(FOR INFORMATION ONLY — Name, address and telephone) AGENT or BROKER:

OWNER’S REPRESENTATIVE:

(Architect, Engineer or other party:)

§ 1 The Contractor and Surety, jointly and severally, bind themselves, their heirs, executors, administrators, successors and assigns to the Owner for the performance of the Construction Contract, which is incorporated herein by reference.

§ 2 If the Contractor performs the Construction Contract, the Surety and the Contractor shall have no obligation under this Bond, except when applicable to participate in a conference as provided in Section 3.

§ 3 If there is no Owner Default under the Construction Contract, the Surety’s obligation under this Bond shall arise after

.1 the Owner first provides notice to the Contractor and the Surety that the Owner is considering declaring a Contractor Default. Such notice shall indicate whether the Owner is requesting a conference among the Owner, Contractor and Surety to discuss the Contractor’s performance. If the Owner does not request a conference, the Surety may, within five (5) business days after receipt of the Owner’s notice, request such a conference. If the Surety timely requests a conference, the Owner shall attend. Unless the Owner agrees otherwise, any conference requested under this Section 3.1 shall be held within ten (10) business days of the Surety’s receipt of the

SAM

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The Company executing this bond vouches that this document conforms to American Institute of Architects Document A312, 2010 edition 2

Owner’s notice. If the Owner, the Contractor and the Surety agree, the Contractor shall be allowed a reasonable time to perform the Construction Contract, but such an agreement shall not waive the Owner’s right, if any, subsequently to declare a Contractor Default;

.2 the Owner declares a Contractor Default, terminates the Construction Contract and notifies the Surety; and

.3 the Owner has agreed to pay the Balance of the Contract Price in accordance with the terms of the Construction Contract to the Surety or to a contractor selected to perform the Construction Contract.

§ 4 Failure on the part of the Owner to comply with the notice requirement in Section 3.1 shall not constitute a failure to comply with a condition precedent to the Surety’s obligations, or release the Surety from its obligations, except to the extent the Surety demonstrates actual prejudice.

§ 5 When the Owner has satisfied the conditions of Section 3, the Surety shall promptly and at the Surety’s expense take one of the following actions:

§ 5.1 Arrange for the Contractor, with the consent of the Owner, to perform and complete the Construction Contract;

§ 5.2 Undertake to perform and complete the Construction Contract itself, through its agents or independent contractors;

§ 5.3 Obtain bids or negotiated proposals from qualified contractors acceptable to the Owner for a contract for performance and completion of the Construction Contract, arrange for a contract to be prepared for execution by the Owner and a contractor selected with the Owner’s concurrence, to be secured with performance and payment bonds executed by a qualified surety equivalent to the bonds issued on the Construction Contract, and pay to the Owner the amount of damages as described in Section 7 in excess of the Balance of the Contract Price incurred by the Owner as a result of the Contractor Default; or

§ 5.4 Waive its right to perform and complete, arrange for completion, or obtain a new contractor and with reasonable promptness under the circumstances:

.1 After investigation, determine the amount for which it may be liable to the Owner and, as soon as practicable after the amount is determined, make payment to the Owner; or

.2 Deny liability in whole or in part and notify the Owner, citing the reasons for denial.

§ 6 If the Surety does not proceed as provided in Section 5 with reasonable promptness, the Surety shall be deemed to be in default on this Bond seven days after receipt of an additional written notice from the Owner to the Surety demanding that the Surety perform its obligations under this Bond, and the Owner shall be entitled to enforce any remedy available to the Owner.

If the Surety proceeds as provided in Section 5.4, and the Owner refuses the payment or the Surety has denied liability, in whole or in part, without further notice the Owner shall be entitled to enforce any remedy available to the Owner.

§ 7 If the Surety elects to act under Section 5.1, 5.2 or 5.3, then the responsibilities of the Surety to the Owner shall not be greater than those of the Contractor under the Construction Contract, and the responsibilities of the Owner to the Surety shall not be greater than those of the Owner under the Construction Contract. Subject to the commitment by the Owner to pay the Balance of the Contract Price, the Surety is obligated, without duplication, for

.1 the responsibilities of the Contractor for correction of defective work and completion of the Construction Contract;

.2 additional legal, design professional and delay costs resulting from the Contractor’s Default, and resulting from the actions or failure to act of the Surety under Section 5; and

.3 liquidated damages, or if no liquidated damages are specified in the Construction Contract, actual damages caused by delayed performance or non-performance of the Contractor.

§ 8 If the Surety elects to act under Section 5.1, 5.3 or 5.4, the Surety’s liability is limited to the amount of this Bond.

§ 9 The Surety shall not be liable to the Owner or others for obligations of the Contractor that are unrelated to the Construction Contract, and the Balance of the Contract Price shall not be reduced or set off on account of any such unrelated obligations. No right of action shall accrue on this Bond to any person or entity other than the Owner or its heirs, executors, administrators, successors and assigns.

§ 10 The Surety hereby waives notice of any change, including changes of time, to the Construction Contract or to related subcontracts, purchase orders and other obligations.

§ 11 Any proceeding, legal or equitable, under this Bond may be instituted in any court of competent jurisdiction in the location in which the work or part of the work is located and shall be instituted within two years after a declaration of Contractor Default or within two years after the Contractor ceased working or within two years after the Surety refuses or fails

SAM

The Company executing this bond vouches that this document conforms to American Institute of Architects Document A312, 2010 edition 3 to perform its obligations under this Bond, whichever occurs first. If the provisions of this Paragraph are void or prohibited by law, the minimum period of limitation available to sureties as a defense in the jurisdiction of the suit shall be applicable.

§ 12 Notice to the Surety, the Owner or the Contractor shall be mailed or delivered to the address shown on the page on which their signature appears.

§ 13 When this Bond has been furnished to comply with a statutory or other legal requirement in the location where the construction was to be performed, any provision in this Bond conflicting with said statutory or legal requirement shall be deemed deleted herefrom and provisions conforming to such statutory or other legal requirement shall be deemed incorporated herein. When so furnished, the intent is that this Bond shall be construed as a statutory bond and not as a common law bond.

§ 14 Definitions § 14.1 Balance of the Contract Price. The total amount payable by the Owner to the Contractor under the Construction Contract after all proper adjustments have been made, including allowance to the Contractor of any amounts received or to be received by the Owner in settlement of insurance or other claims for damages to which the Contractor is entitled, reduced by all valid and proper payments made to or on behalf of the Contractor under the Construction Contract.

§ 14.2 Construction Contract. The agreement between the Owner and Contractor identified on the cover page, including all Contract Documents and changes made to the agreement and the Contract Documents.

§ 14.3 Contractor Default. Failure of the Contractor, which has not been remedied or waived, to perform or otherwise to comply with a material term of the Construction Contract.

§ 14.4 Owner Default. Failure of the Owner, which has not been remedied or waived, to pay the Contractor as required under the Construction Contract or to perform and complete or comply with the other material terms of the Construction Contract.

§ 14.5 Contract Documents. All the documents that comprise the agreement between the Owner and Contractor.

§ 15 If this Bond is issued for an agreement between a Contractor and subcontractor, the term Contractor in this Bond shall be deemed to be Subcontractor and the term Owner shall be deemed to be Contractor.

§ 16 Modifications to this bond are as follows:

(Space is provided below for additional signatures of added parties, other than those appearing on the cover page.)

CONTRACTOR AS PRINCIPAL SURETY

Company: (Corporate Seal) Company: (Corporate Seal)

Name and Title: Name and Title:

Address: Address:

The Company executing this bond vouches that this document conforms to American Institute of Architects Document A312, 2010 edition 1

PAYMENT BOND

Bond No.:

CONTRACTOR:

(Name, legal status and address)

SURETY:

(Name, legal status and principal place of business)

OWNER:

CONSTRUCTION CONTRACT

Amount:

Description:

(Name and location)

BOND

(Not earlier than Construction Contract Date) Amount:

Modifications to this Bond: None See Section 18

CONTRACTOR AS PRINCIPAL SURETY

(Any additional signatures appear on the last page of this Payment Bond.)

(FOR INFORMATION ONLY — Name, address and telephone)

AGENT or BROKER:

OWNER’S REPRESENTATIVE:

(Architect, Engineer or other party:)

§ 1 The Contractor and Surety, jointly and severally, bind themselves, their heirs, executors, administrators, successors and assigns to the Owner to pay for labor, materials and equipment furnished for use in the performance of the Construction Contract, which is incorporated herein by reference, subject to the following terms.

§ 2 If the Contractor promptly makes payment of all sums due to Claimants, and defends, indemnifies and holds harmless the Owner from claims, demands, liens or suits by any person or entity seeking payment for labor, materials or equipment

SAM

PLE

Capitol Indemnity Corporation 1600 Aspen Commons, STE 300, Middleton, WI 53562

Cap…