Bid Proposal Contract

BID PROPOSAL CONTRACT

This Bid Proposal Contract (the "Contract") is entered into as of by and between Client Name: (hereinafter "Owner") and Contractor Name: (hereinafter "Contractor").

RECITALS

WHEREAS, Owner has solicited proposals for the project described as Project Name: located at Project Location: ; and

WHEREAS, Contractor has submitted a written bid identified as Bid Reference: detailing the scope, price and schedule for the work; and

WHEREAS, Owner desires to engage Contractor and Contractor agrees to perform the work in accordance with the terms and conditions set forth in this Contract.

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows:

1. SCOPE OF WORK

Contractor shall furnish all labor, materials, equipment and supervision necessary to complete the work described in the bid and in the detailed scope below (the "Work"). The Work shall conform to the specifications, drawings and other contract documents attached or referenced in this Contract.

2. BID PRICE AND PAYMENT

The total lump-sum price for the Work shall be Bid Amount: $ (the "Contract Price"), inclusive of all taxes, fees and duties unless otherwise expressly stated below.

3. CHANGES AND CHANGE ORDERS

No change in the scope, price, or schedule shall be effective unless agreed to in a written Change Order signed by Owner and Contractor. Contractor shall notify Owner in writing of any cost or time impact prior to proceeding with the changed work; absent a signed Change Order, Contractor shall not be entitled to additional compensation or time.

4. SCHEDULE; LIQUIDATED DAMAGES

Contractor shall commence Work no later than Commencement Date: and shall achieve Substantial Completion no later than Completion Date: , subject to adjustments for excusable delays.

If Contractor fails to achieve Substantial Completion within the time specified, Contractor shall pay liquidated damages in the amount of $ per calendar day, which the parties agree is a reasonable estimate of Owner's probable damages.

5. WARRANTY; ACCEPTANCE

Contractor warrants that all materials and workmanship furnished under this Contract shall be free from defects for Warranty Period: from the date of Substantial Completion. Contractor shall promptly repair or replace defective work at Contractor's expense when notified by Owner.

6. INSURANCE AND INDEMNITY

Contractor shall maintain, at Contractor's expense, insurance coverages customary for the Work, including commercial general liability, workers' compensation, and automobile liability, with limits sufficient to cover the risks of the project. Contractor shall provide certificates of insurance upon request.

To the fullest extent permitted by law, Contractor shall indemnify, defend and hold harmless Owner, its officers, employees and agents from and against any and all claims, damages, losses and expenses, including reasonable attorneys' fees, arising out of or resulting from performance of the Work to the extent caused by the negligent acts or omissions or willful misconduct of Contractor, its subcontractors or suppliers.

7. SUBCONTRACTING

Contractor may subcontract portions of the Work provided that Contractor remains fully responsible for performance and compliance with this Contract. Subcontracting Allowed: Yes

8. TERMINATION

Owner may terminate this Contract for convenience upon providing Termination Notice Days: days' written notice to Contractor. Owner may terminate for cause if Contractor fails to cure a material breach within a commercially reasonable cure period after notice. Upon termination, Owner shall pay Contractor for Work performed and accepted through the date of termination, subject to offsets for damages.

9. CONFIDENTIALITY

Each party shall keep confidential and not disclose to third parties proprietary information received from the other party in connection with the Work, except as necessary to perform the Work or as required by law. Confidential information does not include information that is or becomes publicly available through no fault of the receiving party.

10. NOTICES

All notices required or permitted under this Contract shall be in writing and delivered by hand, certified mail (return receipt requested), or nationally recognized overnight courier to the addresses set forth below or to such other address as either party may designate by notice.

11. DISPUTE RESOLUTION

The parties shall attempt in good faith to resolve disputes arising under this Contract by negotiation. If the dispute is not resolved within thirty (30) days, the parties agree to submit the dispute to binding arbitration administered in accordance with the arbitration rules agreed by the parties. Judgment upon the award rendered by the arbitrator(s) may be entered in any court of competent jurisdiction.

12. AMENDMENTS; WAIVER

No amendment to this Contract shall be effective unless in writing and signed by authorized representatives of both parties. Failure or delay by either party to enforce any provision of this Contract shall not constitute a waiver of that provision or of the right to enforce it in the future.

13. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

This Contract shall be governed by and construed in accordance with the laws of the state selected by the parties: Governing State: without regard to conflict of law principles. This Contract, together with any attached documents incorporated by reference, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior discussions, negotiations and agreements. If any provision of this Contract is held invalid or unenforceable, the remaining provisions shall continue in full force and effect.

14. MISCELLANEOUS

The parties agree that performance obligations under this Contract are independent obligations and that neither party shall be deemed in breach by reason of delays caused by force majeure events, provided that the affected party gives prompt written notice and takes commercially reasonable steps to mitigate the effect of such event.

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