This Contract Made As of the Day of 2016, by and Between

Contract No. -- XXX

SHORT FORM CONTRACT

This Contract made as of the *** day of *** 2016, by and between

CORNELL UNIVERSITY, Ithaca, New York 14853, hereinafter called "Owner",

and

***, hereinafter called "Contractor".

WITNESSETH: The Owner and the Contractor mutually agree as follows:

1. SCOPE OF CONTRACT

The Contractor agrees to furnish and provide all the supplies, materials and labor, and to perform to the satisfaction of the Owner all work of every kind required, necessary to, proper for or incidental to the

***

per ***

at Cornell University, hereinafter called the "Project", in strict accordance with this Contract, the Proposal, the Drawings and Specifications and the prescribed bonds, hereinafter collectively called the "Contract" or "Contract Documents", all of which have been examined by the Contractor and are deemed to be a part of this Contract.

2. TIME OF PERFORMANCE

The Contractor shall complete all the work covered by the Contract to the satisfaction of Cornell University and in accordance with the Contract Documents by

***

unless such period is otherwise extended by the Owner, or be responsible to the Owner for any damage caused by the failure or omission by the Contractor to comply with this paragraph.

3. BONDS

3.1 Performance and Payment Bonds. The Contractor shall furnish the Owner with "Performance" and "Labor and Material Payment" Bonds, each in the amount of 100% of the Contract Price. Each of these bonds are to be in a form with such sureties as the Owner may approve.

4. PAYMENT

4.1 The Owner shall pay to the Contractor and the latter shall accept as full and complete payment for the performance of this Contract for the sum of

*** ($0.00)

which sum is the amount of the contract consideration. If the progress and performance of the work is satisfactory to the Owner, the latter, upon application submitted by the Contractor and approved by the Architect, if any, and the Owner, will make periodic progress payments of the contract consideration to the Contractor, the amount of such progress payments to be based upon the value of the work performed by the Contractor since the last previous progress payment, less an amount equal to 10% thereof, which sum the Owner shall reserve from each progress payment until all the work covered by the Contract has been completed.

4.1.1 Time of Payment. The Owner shall make payment in the manner provided in this Agreement within thirty (30) calendar days of receipt and approval of submitted invoice.

4.1.2 All invoices shall include the Contract Number, the full name of the project, the name of the Owner's Representative and a summary of previous payments.

4.1.3 All invoices shall be submitted to:

Facilities Contracts

121 Humphreys Service Building

Cornell University

Ithaca, New York 14853

4.2 Upon the completion by the Contractor and acceptance by the Owner of all the work covered by the Contract, the Owner shall make a final payment equal to the amount of the Contract consideration less all previous payments by the Owner to the Contractor.

4.2.1 Application's for Final Payment shall include a Final Release, Consent of Surety to Make Final Payment and warranty information as required under the Contract.

4.3 The acceptance by the Contractor, or by anyone claiming by or through the Contractor, the final payment shall constitute and operate as a release to the Owner from any and all claims of any liability for anything done or furnished for or relating to or arising out of the work covered by the Contract and for any prior act, neglect or default on the part of the Owner or any of its officers, agents, or employees in connection therewith. Should the Contractor refuse to accept the final payment as tendered by the Owner or should they refuse to execute the final application for payment without protest and without reserving any rights or claims against the payment without protest and without reserving any rights or claims against the Owner, it shall constitute a waiver of any right to interest on the payment so tendered and/or on the amount set forth in said final application for payment.

4.4 The Contractor shall furnish the Owner with their Federal Tax Identification Number.

5. CHANGES IN THE WORK

5.1. The Owner shall determine the amount by which the Contract consideration is to be increased or decreased by a change order by one (1) or more of the following methods:

A. By agreement with the Contractor.

B. By applying the applicable price or prices previously bid and approved. This method shall be used if the Contract contains applicable unit prices.

(i) To the extent that a Unit Prices are applicable, as determined by the Owner, work shall be priced and paid for or credited in accordance with such Unit Prices; except that a Unit Price shall not apply to any portion of work which is either reduced or increased by more than 25%. Said Unit Prices shall be valid for the duration of the project as applicable, unless stipulated elsewhere in the Contract Documents.

C. By estimating the fair and reasonable cost of:

(i) Labor, including all wages, required wage supplements and insurance required by law paid to employees below the rank of superintendent directly employed at the Site.

(ii) Materials

(iii) Equipment, excluding hand tools, which in the judgment of the Owner, would have been or will be employed exclusively and directly on the Work.

D. By determining the actual cost of the extra work in the same manner as in Paragraph C, except the actual costs of the Contractor shall be used in lieu of estimated costs.

E. Regardless of the method used by the Owner in determining the value of a change order, the Contractor, within thirty (30) calendar days after a request for the estimate of value shall submit to the Owner a detailed breakdown of the Contractor's estimate, including all subcontractors details, of the value of the Change Order Work, in the format contained on the Owner’s website.

5.2 Mark-ups: Work performed by the Contractor. Where the Work is performed directly by the Contractor by adding to the total of such estimated costs a sum equal to fifteen percent (15%) thereof.

6. RISKS ASSUMED BY THE CONTRACTOR

6.1 The Contractor solely assumes all risks, except those risks caused by defects in the drawings or specifications prepared or furnished by the Owner or the Architect, for loss or damage, occurring prior to the Owner's acceptance of all work, to all or any part of the work covered by the Contract and for all claims, losses and damages for bodily injury, including death, and property damage arising out of or as a result of or in connection with the performance by the Contractor of the work covered by the Contract.

6.2 The Contractor agrees to indemnify and save harmless the Owner from all claims, losses and damages described above.

6.3 The Contractor's obligations under this section shall not be deemed waived, limited or discharged by the enumeration in the Contract Documents of the kinds and amounts of insurance that the Contractor is required to and/or does procure.

6.4 Neither the Owner's final acceptance of the work to be performed hereunder nor the making of payment therefore shall release the Contractor from their obligations under this section.

6.5 Nothing in the Contract Documents shall create or give third parties any claims or rights of action against the Contractor, the Architect, and the Owner to persons on, about or adjacent to the premises where the work is being performed.

7. PUBLIC SAFETY AND RISK INVOLVING PROPERTY

7.1 The Contractor shall take all necessary precautions for the safety of employees on the work, and shall comply with all applicable provisions of Federal, State and Municipal safety laws and building codes as well as regulations of the Owner's Life Safety Services to prevent accidents or injury to persons on, about or adjacent to the premises where the work is being performed. The Contractor shall erect and properly maintain at all times as required by the conditions and progress of the work, all necessary safeguards for the protection of workmen and the public and shall post danger signs warning against the hazards created by the construction.

7.2 The Contractor shall designate a responsible member of their organization on the work whose duty shall be the prevention of accidents. The name and position of any person so designated shall be submitted to the Owner in writing.

7.3 In an emergency affecting the safety of life or of the work or of adjoining property, the Contractor, without special instruction or authorization from the Owner, is hereby permitted to act at their discretion to prevent such threatened loss or injury, and shall so act without appeal if so authorized or instructed. Any compensation claimed by the Contractor on account of emergency work, shall be determined by the Owner.

7.4 The Contractor shall so conduct its operations as not to close or obstruct any portion of any highway, road or other property until permits therefor have been obtained from the proper authorities. If any of the above are required to be kept open or shall be damaged or rendered unsafe by Contractor's operations, Contractor shall, at their own expense, make such repairs and provide such temporary detours, guards, bridges, lights and other signals as necessary for public safety and as will be acceptable to the proper authorities.

7.5 Except as otherwise specifically provided, Contractor shall not do any work that would affect any pipeline, telephone, or electric transmission line, drainage ditch or channels, or any other structure, nor meter upon the right-of-way or any other lands appurtenant thereto, until notified by the Project Manager that the Owner has secured permission therefor from the proper authority. Contractor shall not be entitled to any extension of time or any extra compensation on account of any postponement, interference or delay caused by any such structure being on or adjacent to the site of the work.

7.6 The Contractor shall preserve and protect all cultivated and planted areas, and all natural vegetation such as trees, shrubs, and grass on or adjacent to the premises which as determined by the Owner, do not unreasonably interfere with the performance of the work. The Contractor shall be responsible for damage to any such property and unauthorized cutting or destroying of trees and vegetation, including damage due to careless operation of equipment, stockpiling of materials or tracking by equipment or vehicles.

7.7 The Contractor shall continuously maintain adequate protection of all its work from damage and shall protect the Owner's property from injury or loss arising in connection with this Contract. The Contractor shall make good any such damage, injury or loss. The Contractor shall adequately protect adjacent property. The Contractor and employees of the Contractor shall comply with all regulations governing conduct, access to the premises, operation of equipment and systems, and conduct while in or near the premises and shall perform the Work in such a manner as not to unreasonably interrupt or interfere with the conduct of business of the Owner.

8. GUARANTEES

8.1 The Contractor, at the convenience of the Owner, shall remove, replace and/or repair at its own cost and expense any defects in workmanship, materials, ratings, capacities or characteristics occurring in or to the work covered by the Contract within the (1) year or within such longer period as may otherwise be provided in the Contract, the period of such guarantee to commence with the Owner's final acceptance of all work covered under the Contract or at such other date or dates as the Owner may specify prior to that time, and the Contractor, upon demand, shall pay for all damage to all other work resulting from such defects and all expenses necessary to remove, replace and/or repair such other work which may be damaged in removing, replacing or repairing the said defects.

8.2 Unless such removal, replacement and/or repair shall be performed by the Contractor within ten (10) working days after receipt of written notice from the Owner specifying such defect, or if such defect is of such a nature that it cannot be completely removed, repaired and/or replaced within said ten (10) day period and the Contractor shall not have diligently commenced removing, repairing and/or replacing such defect within said ten (10) day period and shall not thereafter with reasonable diligence and in good faith proceed to do such work, the Owner may employ such other person, firm or corporation as it may choose to perform such removal, replacement and/or repair and the Contractor agrees, upon demand, to pay to the Owner all amounts which it expends for such work.

9. DEFAULT OF THE CONTRACTOR

In the event that the Contractor shall fail to proceed with the work when and as directed by the Owner or the Architect or if the Contractor in the opinion of the Owner, shall fail to carry on the work with proper speed or if the Contractor shall otherwise fail to comply with the provisions of this Contract, the Owner, upon fourteen (14) days written notice to the Contractor, may declare the Contractor in default of this Contract and arrange for the work to be finished in such manner and method as may be deemed advisable by the Owner. If the Owner declares the Contractor in default, the Contractor shall be liable to the Owner for the cost of all additional architectural and engineering services necessary, in the Owner's opinion, as a result of such default. The Owner shall deduct from the contract consideration the cost of such additional services and, if the Owner has the work completed by other than the Contractor's surety, the actual cost of completion of all work covered by the Contract. If the unpaid balance of the contract consideration, including retainage from progress payments, is insufficient to pay such costs, then the Contractor, upon demand, shall pay the Owner the amount of such excess costs.