Road Construction Road Bridge

ROAD CONSTRUCTION - ROAD & BRIDGE CONSTRUCTION AGREEMENT

Parties and Project

Recitals

WHEREAS, Client Name: desires construction services for the roadway and bridge improvements at the Project Location; and

WHEREAS, Contractor Name: represents that it is duly licensed, equipped and experienced to perform road and bridge construction and accepts responsibility to perform the Work in accordance with this Agreement; and

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, the parties agree as follows:

Scope of Work

Contractor shall furnish all labor, materials, equipment, supervision and services necessary to complete the road and bridge construction described below and in any attachments incorporated into this Agreement. The Work shall include site preparation, earthwork, drainage, pavement, bridge substructure and superstructure construction, traffic control, erosion and sediment control, testing and commissioning, and other tasks customary to road and bridge projects of this scope.

Payment Terms

Contract Sum: The Client shall pay the Contractor for performance of the Work a fixed contract sum of (the "Contract Sum"), subject to adjustments for changes in the Work pursuant to the Change Orders clause below.

Retainage (if applicable): percent of each progress payment shall be withheld until Final Acceptance unless otherwise agreed in writing.

Late Payment: Past-due amounts shall bear interest at or the maximum legal rate, whichever is less. Interest accrues from the payment due date until paid in full.

Term and Termination

Contract Commencement Date: This Agreement shall commence on the effective date of execution by both parties or on , whichever is earlier.

Substantial Completion Deadline: Contractor shall achieve Substantial Completion by , subject to adjustments for excusable delay.

Termination for Convenience: Either party may terminate this Agreement for convenience upon written notice no fewer than days prior to the effective termination date. If terminated for convenience, Contractor shall be entitled to payment for Work performed and documented costs incurred up to the effective date, less setoffs.

Termination for Cause: Either party may terminate for material breach if the non-breaching party provides written notice specifying the breach and the breaching party fails to cure within a reasonable period not to exceed 30 days for curable breaches or immediately for breaches that present immediate danger to life, property or the public interest.

Confidentiality

Each party shall hold in confidence and not disclose to third parties any proprietary or confidential information obtained from the other party in connection with this Agreement, except where disclosure is required by law, the obligations of performance to subcontractors, or with the prior written consent of the disclosing party. Confidential information shall not include information that:

• is or becomes public through no fault of the receiving party;
• was known to the receiving party prior to disclosure; or
• is independently developed by the receiving party without use of the disclosing party's confidential information.

The obligations of confidentiality shall survive termination or expiration of this Agreement for a period of unless a longer period is required by law.

Insurance, Bonds and Compliance

Contractor shall procure and maintain insurance in types and amounts customary for road and bridge construction, and shall provide evidence of such coverage upon request. If required by Client, Contractor shall furnish performance and payment bonds in statutory or otherwise agreed amounts prior to mobilization. Contractor shall comply with all applicable laws, permits, and safety standards.

Indemnification and Liability

Contractor shall indemnify and hold harmless Client, its officers, employees and agents from and against claims, damages, losses and expenses, including reasonable attorneys' fees, arising out of or resulting from the performance of the Work, provided that such claim is attributable to bodily injury, property damage or other loss caused by Contractor's negligence, willful misconduct or failure to perform its obligations under this Agreement.

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of laws principles. Disputes shall be resolved by arbitration or litigation as selected in writing by the Client at the time of claim, subject to mandatory injunctive relief in court when necessary to preserve public safety or property.

Entire Agreement

This Agreement, including the Scope of Work, Payment Schedule, and any written Change Orders executed by the parties, constitutes the entire agreement between Client and Contractor with respect to the Project and supersedes all prior negotiations, proposals, representations and agreements, whether written or oral. No amendment shall be effective unless in writing and signed by both parties.

Miscellaneous

Severability: If any provision of this Agreement is held unenforceable, the remaining provisions shall remain in full force and effect. Notices required or permitted under this Agreement shall be in writing and delivered to the addresses provided by the parties.

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