Project Tunnel Proposal

PROJECT TUNNEL PROPOSAL

Proposal Number:   Date:

Parties

Proposer (Contractor):

Client Name:

WHEREAS

WHEREAS, Proposer is in the business of engineering, excavation and construction of subterranean infrastructure and possesses the technical capacity to design and execute tunneling works; and

WHEREAS, Client desires to engage Proposer to perform specified tunneling design, construction management, and related services for the project described below under the terms and conditions set forth in this Proposal; and

WHEREAS, the parties intend for this Proposal, upon Client acceptance in writing and signature by both parties, to constitute a binding contract for the services described herein.

Project Identification

Project Title:

Project Location:

Scope of Work

Proposer shall perform the following services for the Project Tunnel Proposal. Services include design engineering, geotechnical survey review, permitting assistance, excavation and support of tunnel face, structural lining and backfill, dewatering as required, installation of tunnel systems as specified, construction management, and final acceptance testing. The work shall be performed in accordance with applicable industry standards and project specifications.

Payment Terms

Total Contract Price: $ (in United States dollars)

Deposit: due upon acceptance.   Progress Payments:

Final Payment: Remaining balance due upon completion and acceptance of work and receipt of all deliverables and certifications required by this Proposal.

Invoices issued by Proposer are due within days of invoice date. Overdue amounts shall bear interest at per month (or the maximum lawful rate) commencing on the first day following the due date. Client shall be responsible for reasonable collection costs and legal fees incurred by Proposer to collect past-due sums.

Term and Termination

Commencement Date: . Estimated Completion Date: .

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. In the event of termination for convenience, Client shall pay Proposer for all work performed, reasonable demobilization costs, and approved third-party expenses incurred through the effective date of termination.

Either party may terminate for cause upon written notice if the other party materially breaches any obligation and fails to cure such breach within days after receipt of notice specifying the breach. Termination for cause shall be without prejudice to any other remedies available at law or equity.

Confidentiality

"Confidential Information" means non-public technical, financial or business information disclosed by one party to the other related to the Project, including designs, specifications, reports, and cost data. The receiving party shall keep Confidential Information strictly confidential and shall not disclose it to any third party except to agents, consultants or contractors with a need to know and who are bound by similar confidentiality obligations.

Confidentiality obligations shall not apply to information that: (a) is or becomes generally available to the public other than through breach of this Agreement; (b) was rightfully known to the receiving party prior to disclosure; (c) is independently developed by the receiving party without use of the disclosing party's Confidential Information; or (d) is required to be disclosed by law or court order, provided the receiving party gives prompt notice to the disclosing party to allow it to seek protective measures.

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

Liability and Insurance (Summary)

Proposer shall maintain insurance customary for tunneling and construction operations, including commercial general liability and professional liability coverage. Proposer's aggregate liability for direct damages arising out of or relating to the Project shall be limited to the total amount of fees actually paid under this Proposal, except in cases of willful misconduct or gross negligence. Neither party shall be liable to the other for incidental, consequential, or punitive damages except as required by law.

Change Orders

Any changes to the Scope of Work, schedule, or price shall be documented in a written change order signed by authorized representatives of both parties. Change orders shall specify adjustments to the contract price, schedule impacts, and any other affected terms.

Governing Law

This Proposal and any resulting Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflicts of law principles. Exclusive venue for any dispute shall be in the state or federal courts located within that state, unless the parties otherwise agree in writing.

Entire Agreement

This Proposal, together with any executed change orders and attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the Project and supersedes all prior negotiations, proposals, representations, and agreements, whether written or oral. Any waiver, modification or amendment must be in writing and signed by authorized representatives of both parties.

Acceptance

Acceptance of this Proposal by Client is effective upon signature by both parties below. Upon acceptance, Proposer shall commence work in accordance with the Commencement Date and schedule set forth above or as otherwise agreed in writing.

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