CONTRACT

TOWN OF WATERFORD

Jordan Fire House HVAC Design and Build Upgrades RFP 26-016 | 89 Rope Ferry Road, Waterford, Connecticut

This Contract is entered into as of [DATE] between the TOWN OF WATERFORD, a municipal corporation with its Town Hall at 15 Rope Ferry Road, Waterford, CT 06385 (“Town” or “Owner”), and [DESIGN-BUILDER LEGAL NAME], a [ENTITY TYPE AND STATE] with its principal place of business at [ADDRESS] (“Contractor” or “Design-Builder”), whereby the Contractor agrees to complete the work on the project entitled “Jordan Fire House HVAC Design and Build Upgrades” (RFP 26-016) located at 89 Rope Ferry Road, Waterford, Connecticut, in accordance with the Contract Documents. The Contractor agrees to carry on the work with diligence and dispatch, and to furnish such equipment and labor as is consistent with good construction practice and design, construct and furnish the completed project to the TOWN in a good, workmanlike and usable condition.

The “Contract Documents” consist of this Contract, all of the attached documents: the General Conditions; RFP 26-016 and all addenda, if any [LIST]; the technical proposal accepted by the Town dated [DATE]; the portal pricing table accepted by the Town; the Scope and Design Basis Schedule; the project-specific DOL wage determination [NUMBER / DATE]; CHRO and funding conditions expressly attached; and all other documents attached hereto; all of which are incorporated herein, as well as all change orders, if any, hereafter executed by both parties. Only proposal exceptions expressly accepted by the Town and attached hereto shall be applicable. Final design remains the Design-Builder’s responsibility.

The Town agrees that it will pay the Contractor as specified in Section 2 of the General Conditions, and upon satisfactory completion of the work, it will accept the project.

Monthly applications, final payment, and retainage release are governed exclusively by that section, subject to applicable law. No different payment deadline is established in this Agreement.

The lump-sum Contract Sum is [AMOUNT IN WORDS] ($[AMOUNT]), including accepted alternates [LIST OR NONE], subject to any authorized written change orders. The sum includes professional design and complete construction, permits, required bonds, insurance, temporary services, commissioning, and closeout.

Signed at Waterford, Connecticut as of [DATE].

For the CONTRACTOR: FOR TOWN OF WATERFORD

[DESIGN-BUILDER LEGAL NAME]

Duly Authorized

GENERAL CONDITIONS

1. SCOPE OF SERVICES.

a. The Design-Builder shall perform and furnish all professional design, labor, materials, equipment, permits, supervision, temporary services, construction, testing, commissioning, training, warranties, and closeout required for the Jordan Fire House HVAC Design and Build Upgrades at 89 Rope Ferry Road. Work includes the replacement boiler and required heating zones, second-floor hall cooling, attic cooling replacement and affected distribution, ventilation, controls, electrical work, associated repairs, and complete operation as specified in RFP 26-016 and the attached Scope and Design Basis Schedule, all of which are incorporated herein. Design and construction are under one contract. (collectively, the “Services”)

b. In consideration of the compensation set forth in Section 2 of these General Conditions (the “Agreement”), Contractor shall also perform such tasks, services and work as are necessarily implied by or inferable from said Scope of Work and Project Details to deliver said Project and the indicated results to the Town. The Contractor agrees to comply with all Federal, State and local statutes, codes, regulations, ordinances, rules and other laws relating to, or affecting, the Project, or any part thereof, and to give all requisite notices to proper authorities, and to pay all proper and legal fees and charges thereof, without requiring reimbursement from the Town.

c. Contractor shall assign a project manager with full authority to administer the Project for Contractor with proper training, skill and expertise to implement the Project in accordance with this Agreement. Contractor shall not change such project manager without the Town’s prior written consent, which shall not be unreasonably withheld. The Town will be represented at all times by the Purchasing Agent or an authorized representative of the Purchasing Agent. They shall have the responsibility and authority for the interpretation of the Contract, its specifications and drawings.

d. Contractor’s performance of the work under this Agreement shall not interfere unnecessarily with the operations of the Town or any department or employee thereof.

e. Contractor shall perform construction in a good and workmanlike manner using a professional and competent workforce reasonably acceptable to the Town and shall replace personnel to whom the Town reasonably objects at no additional cost. Licensed professional design services shall meet at least the ordinary skill and care exercised by similarly situated Connecticut professionals on comparable projects. This professional standard does not reduce the obligation to provide the construction and operational results expressly required by the Contract Documents.

f. To the extent permitted by applicable law, the Town may conduct, and Contractor authorizes the Town to conduct, background checks at the Town’s expense on Contractor, its employees, agents and subcontractors who will have, or may have, access to the Town’s facilities or information during the performance of this Agreement. The Contractor recognizes that security is of paramount importance to the Town and agrees to cooperate with the Town to provide, to the extent permitted by applicable law, whatever information, verifications or consents it requires to conduct such background checks.

g. The Contractor represents that it is: (a) thoroughly familiar with, and understands the requirements of, the Project; and (b) has the requisite availability, skill, knowledge and experience to perform and is properly licensed in the jurisdiction where the Project is located to provide the services and perform the work required by this Agreement.

h. Contractor represents that it attended the mandatory walkthrough, reviewed the Contract Documents, and investigated accessible site conditions. No existing drawings or equipment records are available. Contractor shall verify dimensions, existing equipment and service capacities, and systems proposed for reuse. This representation does not waive Section 21 rights for materially differing concealed conditions or authorize disturbance of suspected hazardous materials.

i. Except with Town’s prior knowledge and consent, the Contractor shall not engage in any activity, or accept any employment, interest or contribution that would reasonably appear to compromise the Contractor’s professional judgment with respect to the Project. The Contractor shall not use, distribute, sell or divulge any information obtained from the Town through this Agreement for the Contractor’s own purposes or for the benefit of any person, firm, corporation or other entity without the prior, written consent of the Town.

j. Mandatory law controls. For other inconsistencies, duly executed change orders govern the matters they amend; then this Agreement and General Conditions, completed project schedules, RFP addenda, RFP 26-016, and accepted proposal portions, in that order. Sections 28 through 32 specifically address design-build requirements and control over inconsistent general construction language. Notify the Purchasing Agent of discrepancies before affected work.

k. Omissions from the drawings or specifications or the mis-description of details of

from performing such omitted or mis-described details of the work but be performed as if fully and correctly set forth and described in the drawings and specifications.

(1) The Contractor shall check all drawings furnished to it immediately upon their receipt and shall promptly notify the Owner of any discrepancies. Figures marked on drawings shall in general be followed in preference to scale measurements. The Contractor shall compare all drawings and verify the figures before laying out the work and will be responsible for any errors, which might have been avoided thereby.

(2) Immediately report discrepancies, errors, or omissions to the Purchasing Agent in writing. Contractor shall correct and coordinate its design through its licensed design professionals. The Town shall clarify Town-issued requirements in writing. Proceeding with affected work after discovering a discrepancy without notice is at Contractor risk, except necessary emergency protection.

(3) The Purchasing Agent may issue written clarifications during performance. Oral instructions do not authorize a change in scope, price, or time. Changes and written directives are governed by Section 11.

l. The Design-Builder shall provide field verification, layout, design engineering, trade coordination, and required professional inspections. Town review and independent inspections do not transfer that responsibility. Obtain written Town design acceptance before equipment procurement and installation. Record approved field changes in the record documents.

2. COMPENSATION.

a. For the Contractor’s complete and satisfactory performance of the project in accordance with the Contract Documents, the Town shall pay Contractor the lump-sum Contract Sum of $[AMOUNT], inclusive of all alternates, if any, approved by the Town and listed in the project schedules=, which amount shall constitute compensation in full for all design, construction, permits, required security, insurance, prevailing wages and benefits, required annual adjustments, overhead and profit, and all other work, labor, materials, equipment and other costs required to perform the project. No reimbursable expenses or allowances apply unless expressly authorized in a signed change order.

b. Progress payments shall be reduced by five (5%) percent retainage, subject to applicable legal limits and release requirements. Substantial Completion is the stage when the Town determines in writing that the work is sufficiently complete for safe intended use, required operating approvals are obtained, and essential functional testing and training are complete. Submit conditional releases for current amounts requested and evidence of payment for prior amounts. Unconditional releases are required only for amounts actually received. Releases shall preserve claims expressly identified as unsettled.

c. Submit itemized monthly invoices with the approved schedule of values, progress evidence, subcontractor payment certification for prior invoices, required certified payrolls and training records, and reasonable supporting documents. The Town shall pay undisputed properly supported amounts within forty-five days of receipt and acceptance of the invoiced work, or any shorter mandatory statutory period. Notify Contractor in writing of disputed sums and reasons within that period or an earlier required deadline. Withholding shall be limited to amounts reasonably necessary to address the identified deficiency or protect the Town against a documented loss. Mandatory interest and prompt-payment rights are preserved.

d. Final payment requires satisfactory completion, written Town acceptance, final testing and commissioning reports, permits and inspection approvals, record drawings, manuals, training, warranties, final payroll and compliance submissions, and lawful payment releases and surety consent where required. Acceptance of final payment releases Contractor claims except those previously asserted in writing and expressly identified as unsettled in the final application. Payment does not release Contractor or surety obligations that survive completion.

e. If Contractor engages any subcontractors or sub-consultants to perform any of the Project, Contractor shall pay any such subcontractor or sub-consultant within ten (10) days (or such shorter period as required by applicable law) of the Contractor’s receipt of payment from the Town for undisputed services provided by the subcontractor.

f. Accounting records of the Contractor and any subcontractor and/or sub-consultant of Contractor pertaining to this Project shall be kept in accordance with generally accepted accounting principles and shall be available to Town and/or Town’s authorized representative upon request.

g. Release the five percent retainage within forty-five days after completion and acceptance of the Project and receipt of required lawful closeout documents, or any earlier deadline required by applicable law. Identify in writing any remaining defects and amounts reasonably withheld. This is the controlling retainage provision; other language shall not extend a mandatory deadline. No mechanic lien may be filed against Town property where prohibited by law. Contractor shall provide lien waivers for work performed or supplies furnished as of the date of each request for payment from the Town.

h. The Town may withhold from payments, in whole or in part, to the extent reasonably necessary to protect the Town. The Town may also withhold from any payment if subsequently discovered evidence may nullify the whole or a part of a payment previously issued, to such extent as may be necessary to protect the Town from loss for which the Contractor is responsible, including loss resulting from acts and omissions because of

.9 Material Breach of this Agreement or any portion thereof.

To address unpaid subcontractors or suppliers, the Town may use lawful joint-check or direct-payment procedures after notice and supporting verification. Credit any such payment against the unpaid Contract Sum, without reducing the agreed price a second time or paying the same work twice. Preserve applicable statutory payment bond rights.

3. TIME OF COMMENCEMENT AND COMPLETION OF WORK. Contractor shall submit a coordinated baseline design and construction schedule within ten days after the Town issues the notice to proceed. The schedule shall identify investigation, design reviews, permitting, procurement, construction, shutdowns, commissioning, and closeout, and shall support monthly payment applications.

Begin work only after execution, required insurance and security, applicable CHRO clearance, and written notice to proceed. Substantial completion: [NUMBER] calendar days after notice to proceed. Final completion: [NUMBER] calendar days after notice to proceed. Design milestones and Town review periods: [INSERT]. Extensions require written approval under this Agreement.

The Contractor shall perform said work in an efficient and diligent manner. It is agreed and understood that time is of the essence, and that if the Contractor fails to perform the work within the period allowed, the Town shall have the right to terminate this Agreement and/or pursue appropriate legal recourse for the Contractor's breach of this Agreement.

To the extent permitted by law, Contractor accepts ordinary construction delay risks reflected in its price. For excusable delay beyond its control and without its fault, Contractor shall promptly provide written notice, critical-path evidence, and mitigation measures; an equitable extension of time is its remedy, except as required by law or an authorized compensable scope change under Section 11. Nothing waives nonwaivable rights or authorizes a delay exclusion prohibited by law.

To the extent permitted by law, impact and delay-related cost claims are governed by Section 3 and must be promptly supported in writing. No waiver applies to an approved written change order or a right that cannot legally be waived.

Include compatible schedule, notice, and delay provisions in subcontracts, subject to applicable law. Comment by Eric Callahan: Does the Town want to include a liquidated damages provision for Contractor’s failure to timely complete work?

Time of Completion and Liquidated Damages The Contractor must agree to commence work on or before a date to be specified in a written Notice to Proceed from the Town and to fully complete the project within ___ consecutive calendar days thereafter. The Contractor must agree also to pay as liquidated damages, the sum of $1,000 for each consecutive calendar day thereafter as hereinafter provided in this Agreement.

It is hereby understood and mutually agreed, by and between the Contractor and the Town, that the date of beginning and the time for completion during the working hours as specified in this Agreement of the work to be done hereunder are essential conditions of this Agreement; and it is further mutually understood and agreed that the work embraced in this Agreement shall be commenced on a date to be specified in the "Notice to Proceed".

The Contractor agrees that said work shall be prosecuted regularly, diligently, and uninterruptedly at such rate of progress as will insure full completion thereof within the time specified. It is expressly understood and agreed, by and between the Contractor and the Town, that the time for the completion of the work described herein is a reasonable time for the completion of same, taking into consideration the average climatic range and usual industrial conditions prevailing in this locality.

If the Contractor shall neglect, fail or refuse to complete the work within the time herein specified, or any proper extensions thereof granted by the Town, then the Contractor does hereby agree, as a part consideration for the awarding of the Contract, to pay to the Town the sum of $1,000 for each consecutive calendar day as shown above, not as a penalty but as liquidated damages for such breach of contract as hereinafter set forth, for each and every calendar day that the Contractor shall be in default after the time stipulated in the Agreement for completion of the work.

The said amount is fixed and agreed upon by and between the Contractor and the Town because of the impracticability and extreme difficulty of fixing and ascertaining the actual damages the Agreement would in such event sustain, and said amount is agreed to be the amount of damages which the Town would sustain and said amount shall be retained from time to time by the Town from current periodic estimates.

It is further agreed that time is of the essence of each and every portion of this Agreement and of the specifications wherein a definite and certain length of time is fixed for the performance of any act whatsoever; and where under the CONTRACT an additional time is allowed for the completion of any work, the new time limit fixed by such extension shall be of the essence of this Agreement. The Contractor shall not be in default when the delay in completion of the work is due:

1. To any preference, priority or allocation order duly issued by the State or Federal Government

1. To unforeseeable cause beyond the control and without the fault or negligence of the Contractor, including, but not limited to, acts of God, or of the public enemy, acts of the Town, acts of another contractor in the performance of a contract with the OWNER, fires, floods, epidemics, quarantine restrictions, strikes, freight embargoes and severe weather.

The Contractor shall, within ten (10) days from the beginning of any such delay, unless the Town shall grant a further period of time prior to the date of final settlement of the contract, notify the Town, in writing, of the causes of the delay. The Town shall ascertain the facts and extent of the delay and notify the Contractor within a reasonable time of its decision in the matter.

A. Equipment Warranties. The Contractor shall transfer manufacturer warranties for new HVAC equipment and identify coverage, exclusions, service contacts, and commencement dates in the accepted warranty schedule.

B. Workmanship Warranty. Provide at least one year of workmanship coverage from written Town acceptance, or longer periods expressly required by the final RFP or accepted proposal.

C. Correct defective work promptly at no additional cost. Address urgent failures affecting life safety and firehouse operations immediately and coordinate temporary protection.

D. Provide startup, testing and balancing, functional commissioning, owner training, record drawings, operation and maintenance manuals, and warranty documentation before final acceptance.

E. No twenty-year roof-system warranty, roof inspection years, or roof-installer warranty is incorporated into this HVAC agreement.

F. Warranty provisions do not shorten other contractual remedies or applicable statutory periods.

6. INDEMNIFICATION. To the fullest extent permitted by applicable law, Contractor shall indemnify and hold harmless the Town and its councils, departments, boards, commissions, committees, officials, employees, agents, and representatives, and all of their respective heirs, successors and assigns, against all losses, liabilities, causes of action, demands, payments, suits, actions, recoveries, judgments, claims, costs, expenses (including reasonable expert fees, attorneys’ fees and costs) and damages of any kind and nature whatsoever, to the extent caused by Contractor or its subcontractors, suppliers, or design professionals through negligent, reckless, or intentional acts or omissions, violation of applicable law by Contractor, its principles, employees or agents, subcontractor or anyone for whom it is directly or indirectly responsible, including but not limited to infringement arising from Contractor-furnished deliverables. No indemnity is owed for claims arising from the Town’s sole negligence. For professional-services claims, obligations shall be proportionate to legally attributable fault and shall not impose a separate unqualified duty to defend allegations before fault is established. Reimburse reasonable enforcement costs to the extent awarded by a court or agreed in a settlement. These obligations survive completion of the project and/or termination of this Contract, and are not limited by required insurance.

a. Maintain project records for at least five years after final payment and any longer period required by law or the attached grant conditions. Preserve records longer for pending claims, audits, or litigation holds. Provide lawful access to Town representatives, funding agencies, CHRO, and other authorities with jurisdiction.

b. Contractor acknowledges and agrees that any Confidential Information disclosed to it, its subcontractors or other representatives pursuant to this Agreement shall be used only for the purposes contemplated in this Agreement, shall be kept confidential and in conformance with all state and federal laws relating to data privacy, and shall remain the Town’s property. The term "Confidential Information" means all Town knowledge, information, data, materials and trade secrets gained, obtained, derived, produced, generated or otherwise acquired by the Contractor and its agents, employees, subcontractors and consultants with respect to the Project. "Confidential Information" shall not include any information: (1) that is or becomes publicly available without a breach of this Agreement, or (2) that Contractor can show (by contemporaneous written records) that Contractor had it in its possession before beginning the Project and before disclosure by Town. Contractor agrees that the Confidential Information constitutes valuable trade secrets of the Town and that money damages cannot fully remedy any breach of this Section. Contractor agrees that the Town may obtain an injunction to prevent or enjoin any breach of the obligations of this Section. Contractor and its employees, agents, contractors and consultants shall not make or otherwise disseminate any public announcement or press release with respect to the Project without the Town’s prior written approval.

Return Town confidential information within thirty days of written request, or sooner if reasonably directed. Destroy copies when lawfully requested, except records that must be retained under law, grant requirements, professional obligations, insurance requirements, or a litigation hold. Retained copies remain subject to confidentiality obligations.

c. The Town shall own project-specific studies, calculations, surveys, sketches, drawings, specifications, models, record documents, control sequences, and other instruments of service prepared under this Contract, including by design professionals. Contractor shall obtain necessary assignments from its consultants. Preexisting proprietary tools and third-party materials remain with their owners; secure an irrevocable, paid-up license sufficient for Town operation, maintenance, repair, alteration and completion of this project. Deliver editable native files and usable PDF copies at closeout. Town reuse outside the original purpose without appropriate professional review is at Town risk to the extent attributable to that reuse.

d. Notwithstanding anything in this Agreement to the contrary, Contractor shall not use, publish, distribute, sell or divulge any information obtained from Town through this Agreement for Contractor’s own purpose or for the benefit of any person, firm, corporation or other entity without the prior, written consent of Town. Any reports or other work product prepared by Contractor while performing services under this Agreement shall be owned solely and exclusively by Town and if applicable, any lender or funding source of Town, and cannot be used by Contractor for any purpose beyond the scope of this Agreement without the prior consent of Town. Any information designated by Town in accordance with applicable law as confidential shall not be disclosed to any third parties without the consent of Town.

Contractor agrees to maintain, and shall requires all of its subcontractors to maintain, in force at all times during which work/services are to be performed, the following minimum limits of insurance coverage. Coverage will include Contractor and all of its agents, employees and sub-contractors and other providers of services and shall name the Town of Waterford, and its respective employees and agents as Additional Insureds on a primary and non-contributory basis to the bidders Commercial General Liability, Automobile Liability and Umbrella (excess liability) policies. The insurance company(ies) must be licensed with the State of Connecticut and have a Financial Strength Rating of “A-” or higher and a Financial Size Rating of VIII or higher from A.M. Best Company.

(Minimum Limits)

General Aggregate Products/Completed Operations Aggregate $1,000,000 $2,000,000 $2,000,000

Each Accident

$1,000,000

Umbrella* (Excess Liability) Each Occurrence Aggregate $1,000,000

Workers’ Compensation & Employers’ Liability Work Comp EL Each Accident EL Disease Each Employee EL Disease Policy Limit Statutory Limits $1,000,000

*The Town of Waterford and its employees and agents must be named as an “Additional Insured” on this policy.

Certificate of Insurance documenting the coverage listed above must be presented to The Town of Waterford upon execution of this Agreement and prior to the commencing of any work/service. The Contractor/Vendor also agrees to provide replacement and/or renewal certificates at least 30 days prior to the expiration of each policy.

If any policy is written on a “Claims Made” basis, the policy must be continually renewed for a minimum of two (2) years following the completion date of the work/service. If the claims-made policy is replaced and/or the retroactive date is changed, then the expiring policy must be endorsed to extend the reporting period for claims for two (2) years from the completion date.

The insurance requirements of the Agreement are an integral element of the Agreement. Any defect in the insurance required in this Agreement may result in termination of this Agreement, at the sole option of the Town. Nothing in this Agreement shall limit the liability of the Contractor or any of this subcontractors or sub-consultants for errors and/or omissions related to performance of their services.

Town may modify the Services without invalidating this Agreement. If the Contractor believes it is entitled to a change in its schedule or compensation for the change in the services required by this Agreement, the Contractor shall promptly notify the Town in writing, along with supporting calculations and pricing. Pricing shall be in accordance with the pricing structure set forth in this Agreement. Any change in Contractor’s schedule or compensation, if any, shall be made by a written agreement signed by both parties prior to such change being performed. If Contractor fails to submit such notice, then it shall be deemed to have waived any right to additional compensation for such services and the same shall be deemed part of the Project.

Notwithstanding the above, Town may direct Contractor in writing to perform the change prior to reaching an agreement between Town and Contractor on any price and schedule adjustments. If so directed, Contractor shall not suspend performance of the Agreement during the review and negotiation of such change as long as the change is reasonably foreseeable alteration of the services originally contemplated herein. In the event Town and Contractor are unable to reach agreement regarding changes in price and/or schedule associated with a change order, the matter shall be submitted to the dispute resolution process provided in this Agreement.

13. TERMINATION FOR CAUSE. For substantial failure to perform, the Town may give Contractor seven days written notice identifying the default and required cure, to the extent curable. If not cured within that time, the Town may immediately terminate this Agreement, without limitation of other applicable rights and remedies. Immediate protective measures may also be taken by the Town.

14. TERMINATION FOR CONVENIENCE. Town may terminate this Agreement in whole or in part at any time, without Cause, upon written notice to Contractor for the Town’s convenience. In the event of a termination for Town’s convenience, Contractor shall be entitled to payment, calculated on a pro rata or other equitable basis, determined by Town in its sole discretion, for services satisfactorily performed prior to termination. Such payment shall be the total extent of Town’s liability. In no event shall Contractor be paid for work performed or costs incurred after the effective date of termination, or for costs incurred by suppliers or subcontractors or sub consultants which could have been avoided. Town will not pay the Contractor for loss of anticipated profits or overhead on Services not performed or revenue or other economic loss arising out of or resulting from such termination. Upon receipt of notice of termination, unless the notice directs otherwise, the Contractor shall do the following as of the effective date of the termination: discontinue all Services, placing orders, or entering into contracts for supplies, assistance, facilities, and materials, cause its suppliers and/or subcontractors and/or sub consultants to cease their work for this Agreement, and shall promptly cancel all existing orders and contracts that are chargeable to this Agreement; and furnish the Town with copies of all Project materials within seven (7) days of receipt of notice of termination.

c. Mediation is a condition precedent to litigation, except emergency relief and filings necessary to preserve statutory or contractual deadlines. Unless otherwise agreed, use the Construction Industry Mediation Rules of the American Arbitration Association, share mediator fees equally, and mediate in the project locality. Mediation shall not delay a protective filing or extend a legal deadline absent lawful agreement or order. No binding arbitration is required unless separately agreed in writing by authorized representatives.

d. In the event a Dispute arises out of or relates to this Agreement, the enforcement and/or breach thereof, the prevailing party shall be entitled to reimbursement of reasonable attorney’s fees and costs from the non-prevailing party.

e. To the fullest extent permitted by applicable law, neither party is liable to the other for special, punitive, incidental, indirect, exemplary, or consequential damages. This limitation does not eliminate payment obligations, direct correction or completion costs, express indemnity for covered third-party claims, or liability that cannot be excluded by law.

e. Either party may restrain any breach or threatened breach of any covenant, agreement, term, provision or condition herein contained, but the mention herein of any particular remedy shall not preclude the moving party from any other remedy it might have, either at law or in equity. The failure of either party to insist upon the strict performance of anyone of the covenants, agreements, terms, provisions or conditions of this Agreement or to exercise any right, remedy or election herein contained or permitted by applicable law, shall not constitute or be construed as a waiver or relinquishment for the future of such covenant, agreement, term, provision, condition, right, remedy or election, but the same shall continue and remain in full force and effect. Any right or remedy that either party may have at law, in equity or otherwise upon breach of any covenant, agreement, term, provision or condition in this Agreement contained upon the part of the defaulting party to be performed, shall be distinct, separate and cumulative and no right or remedy, whether exercised by the moving party or not, shall be deemed to be in exclusive of any other. No covenant, agreement, term, provision or condition of this Agreement shall be deemed to have been waived by either party unless such waiver shall be in writing, signed by either party or either party’s agent duly authorized in writing. Consent of either party to any act or matter must be in writing and shall apply only with respect to the particular act or matter to which such consent is given and shall not relieve the defaulting party from the obligation wherever required under this Agreement to obtain the consent of moving party to any other act of matter. This Agreement may not be changed orally, but only by an agreement in writing signed by the party against whom enforcement of any waiver, change, modification or discharge is sought.

16. GOVERNING LAWS. This Agreement shall be governed by the laws of the State of Connecticut, without regard to conflict of law principles.

17. NOTICES. Give written notice by personal delivery, email with confirmed receipt, registered or certified mail with return receipt requested, or reputable overnight courier. Notice is effective on receipt or refusal, moved to the next business day if received on a nonbusiness day. A party may change its notice details by at least fifteen days written notice.

If to the Town: Shea Davy, Purchasing Agent, 15 Rope Ferry Road, Waterford, CT, bdavy@waterfordct.org If to Design-Builder: [LEGAL NAME / CONTACT / EMAIL]

[STREET ADDRESS]

[CITY / STATE / ZIP]

or to such other address as the Town may specify in a written notice to the Contractor or the Contractor may specify in a written notice to the Town in accordance with this Section. Each party shall have the right from time to time and at any time to change its respective address and each shall have the right to specify as its address any other address by at least fifteen (15) days’ written notice to the other party. Email notice shall not be effective unless and until the receiving party confirms receipt by response email or other writing.

18. Taxes. Town is exempt from paying Connecticut sales and use taxes on certain purchases as provided in the Connecticut General Statutes. Contractor shall not charge Town for such sales and use taxes. Upon execution of this Agreement, Contractor will provide to Town a signed W-9.

19. Use of Town Name or Logo. Contractor agrees not to use the name, logo, or any other marks (including, but not limited to, colors and music) owned by or associated with Town or the name of any representative of Town in any sales promotion work or advertising, or any form of publicity, without Town’s written permission in each instance.

20. Independent Contractor. CONTRACTOR SHALL PERFORM ITS DUTIES HEREUNDER AS AN INDEPENDENT CONTRACTOR AND NOT AS AN EMPLOYEE OF TOWN. NEITHER CONTRACTOR NOR ANY AGENT OR EMPLOYEE OF CONTRACTOR SHALL BE OR SHALL BE DEEMED TO BE AN AGENT OR EMPLOYEE OF TOWN. CONTRACTOR SHALL PAY WHEN DUE ALL REQUIRED EMPLOYMENT TAXES AND INCOME TAX WITHHOLDING, INCLUDING ALL FEDERAL AND STATE INCOME TAX ON ANY MONIES PAID PURSUANT TO THIS AGREEMENT. CONTRACTOR ACKNOWLEDGES THAT CONTRACTOR AND ITS EMPLOYEES ARE NOT ENTITLED TO TOWN TAX WITHHOLDING, WORKER’S COMPENSATION, UNEMPLOYMENT COMPENSATION, OR ANY TOWN EMPLOYEE BENEFITS, STATUTORY OR OTHERWISE. CONTRACTOR SHALL HAVE NO AUTHORIZATION, EXPRESS OR IMPLIED, TO BIND TOWN TO ANY AGREEMENTS, LIABILITY, OR UNDERSTANDING EXCEPT AS EXPRESSLY SET FORTH HEREIN. CONTRACTOR SHALL BE SOLELY RESPONSIBLE FOR THE ACTS OF CONTRACTOR, ITS EMPLOYEES, AND AGENTS.

The Contractor and each of his subcontractors shall submit to the Town, such schedules of quantities and costs, progress reports, payrolls, estimates, delivery tickets and other data as the Town may request.

23. Provisions Required By Law Deemed Inserted Each and every provision of applicable law and clause required by applicable law to be inserted in this Contract shall be deemed to be inserted herein and the Contract shall be read and enforced as though it were included herein, and if, through mistake or otherwise, any such provision is not inserted, or is not correctly inserted, then upon the application of either party the contract shall forthwith be physically amended to make such insertion or correction.

24. Acceptance of Final Payment Constitutes Release Acceptance of final payment releases Contractor claims except claims previously made in writing and specifically identified as unsettled in the final application, consistent with Section 2. No payment releases duties of Contractor or surety which are intended to survive final payment.

25. Contract Bid Breakdown (Lump Sum) Prior to commencement of work, Contractor shall submit to the Town a detailed schedule of values within ten days after award and before the first payment application, totaling the six-category portal price and Contract Sum. The schedule of values shall break down the lump sum bid items into measurable quantities with unit costs and must reflect the true costs and be in sufficient detail to be an effective tool for monitoring the progress of the work. Upon request, Contractor shall supply the Town with copies of supportive documentation, such as signed contracts or vendor quotations, which documents shall form the basis of the values assigned to the bid items. Town review may require correction of unbalanced allocations without changing the total Contract Sum. Use the approved schedule for progress payments; it does not create separate awards.

If such schedule of values is not provided by the Contractor, and without limitation of other rights or remedies available to the Town, the estimated value of work and payment due on each bid items shall be estimated by the Town according to the actual amount of work performed on such items.

Nothing in this Contract shall constitute a guarantee to Contractor of full payment of any lump sum bid item if the scope of the item is reduced by the Owner; the original scope of work is subsequently determined to be unnecessary by mutual consent of the parties or by the determination of the Town; or if, in the judgment of the Town, the Contactor does not perform the full scop of work required as shown on the contract plans or in the contract documents.

PROJECT SCHEDULES AND DESIGN BUILD SUPPLEMENT

28 Design responsibility and occupied operations The Contractor shall:

Provide Connecticut-licensed design professionals, load and ventilation calculations, equipment selections, coordinated drawings and specifications, and control sequences. Submit basis of design and 60 percent, 90 percent and final design for Town review. Retain responsibility for complete design and construction notwithstanding Town review. Maintain firehouse operations, apparatus access, egress and safe occupied areas. Obtain written shutdown approval; provide temporary services and dust and air isolation. Obtain required permits, inspections and approvals. Suspected hazardous materials require immediate protection, stop of affected work, and written notice before disturbance; determine remediation and price/time responsibilities by written direction and Section 11.

29 Prevailing wages and construction training

Attach project-specific DOL wage determination [NUMBER / DATE]. The Contractor shall:

comply with Sections 31-53 and 31-55a, including applicable fringe benefits, certified payrolls, postings, records, and July 1 annual adjustments. Include required adjustments in the Contract Sum and flow obligations to subcontractors. Comply with current Section 31-53b safety-training and refresher requirements and provide required proof with payroll submissions. No construction may begin without the applicable wage schedule and required compliance documentation.

30 CHRO and funding State funding is included; its amount was not known at solicitation. Before execution, identify funding agency [INSERT], funding agreement [INSERT], state allocation $[INSERT], applicable project-specific SBE goal [INSERT], MBE goal [INSERT], required Good Faith Efforts Plan [INSERT], and approval or authorized execution documentation [ATTACH]. Coordinate the lawful procurement sequence with CHRO and the funding agency; this clause does not waive earlier notice or goal requirements. If later conditions materially affect scope, pricing or competition, provide an authorized revised-proposal opportunity or resolicit before award. Comply with applicable Sections 4a-60, 4a-60g and 46a-68b through 46a-68f. Document good faith outreach and certified participation and attach the current CHRO nondiscrimination contract provisions. Apply federal conditions only where federal funding is expressly identified.

31 Bonds and insurance Performance security: 100 percent of the Contract Sum where the base plus accepted alternates exceeds $50,000, by agreement execution, with only legally permitted Town-approved substitutes. Provide the statutory payment bond when Section 49-41 requires it, in the required amount and no later than the statutory deadline. A letter of credit, passbook, or lien waiver cannot replace a legally required payment bond. Sureties must be Connecticut-licensed, on the current U.S. Treasury T List and rated at least A- by A.M. Best. Attach current certified powers of attorney. Include premiums in the Contract Sum and any alternate triggering the applicable threshold. Bid security remains governed by the RFP.

Insurance shall meet RFP 26-016: commercial general liability $1 million per occurrence and $2…