Utility Duct Bank Document

UTILITY DUCT BANK INSTALLATION AND ACCESS AGREEMENT

Parties

Recitals

WHEREAS, Client is the owner or controlling entity of certain real property and rights-of-way described as (the "Project Location"); and

WHEREAS, Client desires to have installed, or to permit access for installation of, an underground utility duct bank system for the purpose of routing electrical, communication, and other utility conduits across or beneath the Project Location; and

WHEREAS, Contractor represents that it is qualified, licensed, and experienced to perform the work described herein and will perform such work in accordance with applicable codes, permits, and this Agreement, effective as of .

Scope of Work

Contractor shall furnish all labor, materials, equipment, permits, testing, and supervision necessary to install, test, and commission the duct bank described below, and shall provide reasonable access to Client and inspecting authorities for such work. Contractor shall deliver as-built drawings and operation instructions upon completion.

Payment Terms

Client shall pay Contractor for the Scope of Work a total contract sum of $ (the "Contract Price"), subject to adjustments for approved change orders.

Late payments shall accrue interest at a rate of per month on the unpaid balance, or the maximum rate permitted by law, whichever is less. Contractor may suspend work for nonpayment after providing days' written notice to Client.

Term and Termination

This Agreement shall commence on the Start Date of and shall terminate on the Completion Date of , unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for material breach if the breaching party fails to cure the breach within days after receipt of written notice. Client may terminate for convenience by providing days' written notice; in such case Client shall pay Contractor for work performed, materials procured, and reasonable demobilization costs.

Inspections, Testing, and Acceptance

Contractor shall perform all required inspections and testing, including mandrel testing, continuity checks, and any electrical or structural tests required by applicable standards. Client or its representative may perform acceptance inspections; acceptance shall be deemed upon issuance of a written Certificate of Acceptance or, if not issued, ten (10) days after Contractor gives notice of substantial completion and the Client fails to provide timely written rejection specifying reasoned defects.

Change Orders

All changes to the Scope of Work shall be authorized by written change order signed by authorized representatives of both parties, stating adjustments to price, schedule, and any other affected obligations. Contractor shall not proceed with work outside the agreed Scope without a signed change order.

Warranties

Contractor warrants that materials and workmanship furnished under this Agreement shall be free from defects for a period of from the date of final acceptance. Remedies for breach of warranty shall include repair or replacement at Contractor's expense, unless failure is caused by Client misuse, third-party interference, or force majeure.

Insurance and Indemnification

Contractor shall maintain commercial general liability, automobile liability, workers' compensation, and professional or contractor's insurance as applicable with limits customary for this type of work. Contractor shall indemnify, defend, and hold harmless Client, its affiliates and agents from claims, liabilities, losses, and costs arising out of Contractor's negligent performance, breach, or willful misconduct, except to the extent caused by Client's negligence or willful misconduct.

Permits and Compliance

Contractor shall obtain and pay for all permits, inspections, and approvals required for the performance of the Scope of Work and shall comply with applicable local, state, and federal laws, codes, and regulations. Contractor shall notify Client promptly of any condition that may affect schedule or cost related to permits or regulatory compliance.

Confidentiality

Each party shall treat as confidential and shall not disclose to third parties any non-public technical, commercial, or financial information received from the other party in connection with this Agreement, except as required by law or to perform the Scope of Work. Confidential information does not include information that (i) is or becomes generally available to the public other than by breach of this Agreement, (ii) was rightfully in the receiving party's possession prior to disclosure, or (iii) is independently developed without use of the disclosing party's confidential information.

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of . The parties shall attempt to resolve disputes in good faith by negotiation. If not resolved by negotiation within 30 days, disputes shall be resolved by binding arbitration conducted in the county where the Project Location is situated, unless the parties agree otherwise in writing.

Entire Agreement

This Agreement, including all exhibits, attachments, and executed change orders, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral. No amendment or waiver shall be effective unless in writing and signed by authorized representatives of both parties.

Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth above by hand, certified mail, or nationally recognized courier, and shall be deemed given upon receipt.

Acknowledgements

The individuals signing below represent and warrant that they are authorized to enter into this Agreement on behalf of the respective parties and bind those parties to its terms.

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