Infrastructure Project Proposal

Infrastructure Project Proposal

Proposal Date:    Proposal Ref. No.:

Project Identification

Parties

Recitals

WHEREAS, the Client seeks to engage a qualified contractor to design, construct, or upgrade specified infrastructure improvements at the Project Location described above; and

WHEREAS, the Contractor represents that it possesses the experience, personnel, licenses and financial capacity to perform the work described in this Proposal in accordance with the terms and schedule set forth herein; and

WHEREAS, the parties desire to set forth the Scope of Work, payment arrangements, term, confidentiality and other material obligations that will govern the Project if this Proposal is executed by both parties.

Scope of Work

The Contractor shall perform the work described below. Unless otherwise agreed in writing, the Contractor's obligations include furnishing all labor, materials, equipment, permits and supervision necessary to complete the work.

Payment Terms

The Client shall pay the Contractor for performance of the Scope of Work in accordance with the following terms.

Term and Termination

This Proposal, upon execution by both parties, shall become a binding agreement effective as of the Effective Date specified below and shall continue in effect until the earlier of completion of the Scope of Work or termination in accordance with this Section.

Effective Date:    Scheduled Completion Date:

Upon termination for convenience by the Client, Contractor shall be entitled to payment for work performed to the date of termination, reasonable demobilization costs, and for work performed in good faith pursuant to previously approved change orders. Termination for cause shall follow written notice and a reasonable opportunity to cure as provided above.

Confidentiality

Each party shall treat as Confidential Information all non-public, proprietary or trade-secret information disclosed by the other party in connection with this Proposal and the Project. Confidential Information shall not include information that is publicly known or independently developed without use of the disclosing party's Confidential Information.

Each party shall use Confidential Information solely for performance of this Agreement, shall restrict access to employees and subcontractors who have a need to know, and shall employ reasonable safeguards to prevent unauthorized disclosure. Confidential Information shall be returned or destroyed upon written request of the disclosing party, subject to statutory record retention.

Representations, Insurance & Indemnity

Contractor represents that it will perform services in a professional and workmanlike manner consistent with industry standards, maintain all required licenses and permits, and secure insurance customary for infrastructure projects, including commercial general liability and workers' compensation as applicable.

Contractor shall indemnify and hold harmless the Client from claims, liabilities and expenses arising from Contractor's breach, negligence, or willful misconduct, subject to any limitations of liability agreed in writing.

Change Orders

All changes to the Scope of Work, schedule or price must be set forth in a written change order signed by authorized representatives of both parties prior to the commencement of the changed work. Change orders shall specify any adjustments to contract amount and time for completion.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the state of without regard to its conflicts of law rules. The parties submit to the exclusive jurisdiction of the state and federal courts located in that state for resolution of disputes.

Entire Agreement and Amendments

This Proposal, together with any executed change orders or attachments expressly incorporated by reference, constitutes the entire agreement between the parties regarding the Project and supersedes all prior negotiations, representations and agreements, whether written or oral. No amendment shall be effective unless in writing and signed by authorized representatives of both parties.

Acceptance

The undersigned, each duly authorized, agree to the terms of this Proposal. Execution of this document by both parties constitutes acceptance of the Scope of Work, Payment Terms and other provisions contained herein and forms a binding agreement.

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