Business Proposal for New Dryhouse

Business Proposal for New Dryhouse

Proposal Date:

Parties

Recitals

WHEREAS, Proponent has developed technical plans, a construction methodology, and an operational model for the design, construction and commissioning of a dryhouse facility (the "Project") to process and store dry goods and associated materials on the proposed site located at ; and

WHEREAS, Client desires to engage Proponent to provide design, procurement oversight, construction management, and commissioning services for the Project pursuant to the terms and conditions set forth in this proposal and in a subsequent agreement if executed; and

WHEREAS, the parties intend that this Proposal set forth material deliverables, payment terms, schedule and basic contractual obligations pending execution of a definitive agreement acknowledging these terms.

Scope of Work

Proponent shall provide professional services, labor, materials and supervision necessary to design, procure, construct, and commission a dryhouse facility in accordance with the specifications and performance standards described below. Deliverables include engineering drawings, procurement lists, construction management, systems integration, and final commissioning and acceptance testing.

Schedule & Milestones

Estimated Project Commencement:

Estimated Substantial Completion:

Completion Date:    Amount: $

Completion Date:    Amount: $

Payment Terms

Total Project Price: $

Initial Deposit (due upon acceptance): $    or

Late Payment Fee: per month on overdue amounts (or maximum permitted by law). Interest shall accrue from the date payment was due.

Retainage: of each progress payment to be released upon final acceptance, unless otherwise agreed in writing.

Term and Termination

Term Commencement: . Estimated Termination / Substantial Completion:

Either party may terminate this Proposal for material breach if the breaching party fails to cure within days after written notice. Client may terminate for convenience upon days' prior written notice; in such event Proponent shall be paid for all work performed and documented incurred costs plus reasonable demobilization expenses.

Confidentiality

Each party shall maintain in confidence all Confidential Information disclosed by the other party in connection with the Project and shall not disclose such information to any third party except to employees, contractors or advisors who have a need to know and are bound to maintain confidentiality. Confidential Information shall not include information that is or becomes publicly known through no breach of this obligation, or which is independently developed.

The obligations of confidentiality shall survive termination of this Proposal for a period of years.

Permits, Insurance & Indemnity

Proponent will prepare documentation required to obtain permits; however, Client shall be responsible for permit fees and final approvals unless otherwise agreed. Proponent shall maintain general liability and worker's compensation insurance in amounts customarily required for similar projects and shall provide evidence of insurance upon request.

Each party shall indemnify, defend and hold harmless the other party from third-party claims arising from the indemnifying party's negligence or willful misconduct in performing its obligations under this Proposal, subject to applicable law and any applicable limitations on liability set forth in a subsequently executed agreement.

Acceptance

Final acceptance shall occur after completion of commission testing and resolution of punch list items. Acceptance criteria shall be based on the performance requirements set forth in the Scope of Work and will be documented in a written acceptance certificate signed by both parties.

Governing Law; Entire Agreement

This Proposal and any subsequent definitive agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of laws rules.

This Proposal constitutes the entire understanding between the parties with respect to the subject matter hereof and supersedes all prior discussions and agreements. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

Special Conditions

By signing below, each party represents that the person signing has the authority to bind the party to the terms herein, and that the party accepts the terms of this Proposal as a basis for negotiation and, upon execution of a definitive agreement, as contractual obligations.

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