County of , Minnesota

County of , Minnesota

Project Contract

A.1 DATES AND PARTIES

A.1 THIS CONTRACT, made this day of , 20 , by and between the County of , herein called the “County,” and , a corporation organized and existing under the laws of the State of , or a partnership existing of , or an individual trading as , located at , herein called the “Contractor.”

B.1 DESCRIPTION OF PROJECT

B.1.1 WITNESSETH: That for an in consideration of the mutual agreements hereinafter set forth, the County and the Contractor hereby agree as follows: Contractor will commence and complete the project described as follows and at the agreed price submitted in the proposal/bid accepted by the County as of ; and

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C.1 AMOUNT/SPECIAL CONDITIONS

C.1.1 For the sum of ($ ) under the terms as stated below; and at his (its or their) own proper cost and expense to furnish all the materials, supplies, machinery, equipment, tools, superintendence, labor, insurance and other accessories and services necessary to complete said project in accordance with the conditions and prices stated in the Proposal, the General Conditions, Supplemental General Conditions and Special Conditions of the Contract, the plans, which include all maps, plats, blue prints, and other drawings and printed or written explanatory matter thereof, the specifications and contract documents therefor as prepared by , herein entitled the Architect/Engineer, and as enumerated in the Supplemental General Conditions, all of which are made a part hereof marked “Exhibit B” and collectively evidence and constitute the Contract.

D.1 BOND

D.1.1 The Contractor agrees to furnish a Performance Bond in the amount of $ and Labor & Material Payment Bond in the amount of $ in favor of county of to protect the County against any breach of this Contract.

E.1 LIQUIDATED DAMAGES

E.1.1 The Contractor hereby agrees to commence work under this Contract on or before a date to be specified in a written “Notice to Proceed” of the Owner and to fully complete the project within Consecutive calendar days thereafter. The Contractor further agrees to pay, as liquidated damages, the sum of $ for each consecutive calendar day thereafter as hereinafter provided in the General Conditions.

F.1 LAWS AND REGULATIONS

F.1.1 All applicable Federal and State laws, municipal ordinances, and the rules and regulations of all authorities having jurisdiction of the project shall apply to the Contract throughout and will be deemed to be included in the Contract as though herein written out in full.

G.1 PERMITS, FEES, LICENSES

G.1.1 Contractor shall obtain and pay for all permits, fees and licenses necessary and ordinary for the work, shall comply with all lawful requirements applicable to the work, and shall give and maintain any and all notices required by applicable law pertaining to the work.

H.1 TAXES

H.1.1 Contractor shall pay any applicable state sales taxes and shall also be responsible for the payment of any and all payroll taxes and contributions for unemployment compensation insurance and Social Security which are measured by the wages, salaries or other remunerations paid to employees of the Contractor and shall submit evidence of same to Owner when requested.

I.1 INSURANCE

I.1.1 The following insurance must be maintained for the duration of this Contract. A Certificate of Insurance for each policy must be on file with the County Purchasing Department within 10 days of execution of this contract and prior to commencement of any work under this contract. Each certificate must include a 10-day notice of cancellation, nonrenewal, or material change to all named and additional insureds.

I.1.2 The County reserves the right to rescind any contract not in compliance with these requirements and retains all rights thereafter to pursue any legal remedies against Contractor. All insurance policies shall be open to inspection by the County, and copies of policies shall be submitted to the County upon written request. All subcontractors shall provide evidence of similar coverage.

I.1.3 General Liability Insurance

I.1.3.1 $500,000 for claims for wrongful death and each person for other claims

$1,500,000 each occurrence

No less than $2,000,000 aggregate

I.1.3.2 Policy shall include at least premises, operations, completed operations, independent contractors and subcontractors, and contractual liability.

I.1.3.3 County must be named as additional insured.

I.1.4 Business Automobile Liability Insurance

I.1.4.1 $500,000 for claims for wrongful death and each person for other claims

$1,500,000 each occurrence

No less than $2,000,000 aggregate

I.1.4.2 Must cover owned, nonowned and hired vehicles.

I.1.5 Workers’ Compensation Per Statutory Requirements

I.1.5.1 County reserves the right to rescind any contract not in compliance with these requirements and retains all rights thereafter to pursue any legal remedies against bidder.

I.1.6 Indemnification Clause

I.1.6.1. Except as may be caused by the sole negligence of the County or its employees, Contractor shall indemnify and save harmless County, its employees, and its agents from all claims, actions, demands, and judgments of any kind arising in whole or in part from any act or omission of Contractor, its subcontractors, and their agents, servants, or employees, incidental to the performance of the contract and from all expenses in connection with such claims, actions, demands and judgments, and shall assume, without expense to the County, the defense of any such claims, actions, demands and judgments, irrespective of whether it is alleged, claimed, or proved in connection with such act or omission that negligence of the County or its representatives caused or contributed thereto.

I.1.6.2 Contractor agrees, that in order to protect itself and the County under the indemnity provisions set forth above, it will at all times during the term of this Agreement keep in force policies of insurances indicated in paragraph entitled, “INSURANCE.”

I.1.6.3 This provision is not intended to create any cause of action in favor of any third party against the Contractor or the County or to enlarge in any way the Contractor’s liability, but it is intended solely to provide for indemnification of the County from liability for damages or injuries to third persons or property arising from the Contractor’s or the Contractor’s agents’ performance hereunder.

J.1 PAYMENT

J.1.1 It is further mutually agreed that in case the Contractor shall proceed properly to perform and complete this Contract, the Director of Purchasing may, in his discretion, from time to time as progress is made, grant to the Contractor, an estimate of the amount already earned which shall entitle the holder thereof to receive the amount due thereon, when the condition, if any, annexed to such estimate shall have been met. The granting of any such estimate shall not be construed as an acceptance of the project or any portion thereof. Final payment shall be made upon completion and acceptance of the project by the County.

J.1.2 State of Minnesota, Department of Revenue Form IC-134 must be completed and forwarded to Director of Purchasing prior to final payments.

J.1.3 Lien Waivers will be required from all suppliers and subcontractors before final payment is made. For periodic monthly payments, lien waivers must be on hand for all previous payments.

K.1 RECORDS AUDITING AND RETENTION

K.1.1 Contractor’s bonds, records, documents, papers, accounting procedures and practices, and other evidence relevant to this Contract are subject to the examination, duplication, transcription and audit by the County and either the legislative or State Auditor, pursuant to Minn. Stat. § 16C.05, subd. 5. Such evidences are also subject to review by the Comptroller General of the United States, or a duly authorized representative, if federal funds are used for any work under this Contract. Contractor agrees to maintain such evidences for a period of six (6) years from the date services or payment were last provided or made or longer if any audit in progress required a longer retention period.

L.1 DISCRIMINATION IN EMPLOYMENT

L.1.1 Contractor agrees to comply with all federal, state and local laws, ordinances, rules, regulations and executive orders pertaining to unlawful discrimination on account of race, color, creed, religion, national origin, sex, marital status, status with regard to public assistance, disability or age. Contractor further agrees to comply with all federal, state and local laws or ordinances and all applicable rules, regulations and standards established by any governmental agency having jurisdiction over Contractor’s performance of the provision of the Contract.

M.1 UNAVOIDABLE DELAY

M.1.1. Contractor shall not be held responsible for damages caused by delay or failure to perform hereunder, when such delay or failure is due to Fires, Strikes, Acts of God, Legal acts of the public authorities, or delays or defaults caused by public carriers, or acts or demands of the Government in time of war or national emergency.

N.1 GUARANTEE

N.1.1 Contractor further agrees to guarantee all materials and parts supplied under this Contract against inferiority as to specifications, such guarantee to be unconditional.

O.1 WAIVER

O.1.1 Failure or neglect of the County to require compliance with any term or condition of this Contract or the specifications shall not be deemed a waiver of such term or condition.

P.1 INDEPENDENT CONTRACTOR

P.1.1 Contractor agrees that it is performing this Contractor as an independent contractor for the County. Contractor agrees that it is solely responsible for supervision and direction of the work performed under this Contract by its employees, agents, and subcontractors. Contractor acknowledges that it serves as sole employer with respect to any of the employees employed by it for performance of such work, and is responsible for the methods and manner of such work performed under this Contract.

Q.1 RIGHT TO TERMINATE

Q.1.1 If at any time the County determines that the performance of the work under this Contract is being unnecessarily delayed, that the Contractor is violating any of the conditions of this Contract, or that it is executing the same in bad faith or otherwise not in accordance with the terms of said Contract; or if the work is not substantially completed within the time named for its completion or with in the time to which such completion date may be extended; then the County may serve written notice upon the Contractor, and its surety if a performance bond has been executed of the County’s intention to terminate this Contract. Unless within one week after the serving of such notice a satisfactory arrangement is made for continuance, this Contract shall terminate.

R.1 SUBCONTRACTOR AND ASSIGNMENT

R.1.1 Contractor shall not enter into any subcontract for performance of any services contemplated under this Contract nor assign any interest in the Contract without the prior written approval of the County and subject to such conditions and provisions as the County may deem necessary. The Contractor shall be responsible for the performance of all subcontractors.

S.1 PREVAILING WAGE

S.1.1 Minnesota Statute 177.41-.44(applicable only if state funds) and County Resolution No. ____, requires payment of wages on all public works projects at the prevailing rate for the area where the construction work is being performed. Documentation of wages may be required from any contractor and payroll records must be maintained.

T.1 WAIVER

T.1.1 Any waiver by either party of any provision of this Contract shall not imply a subsequent waiver of that or any other provision.

U.1 MODIFICATIONS/AMENDMENT

U.1.1 Any alterations, variations, modifications, amendments or waivers of the provisions of this Contract shall only be valid when they have been reduced to writing, and signed by authorized representatives of the County and Contractor.

V.1 SEVERABILITY

V.1.1 The provisions of this Contract shall be deemed severable. If any part of this Contract is rendered void, invalid, or unenforceable, such rendering shall not affect the validity and enforceability of the remainder of this Contract unless the part of parts which are void, invalid or otherwise unenforceable shall substantially impair the value of the entire Contract with respect to either party.

W.1 NOTICES

W.1.1 Notices, communications, all official notices or questions arising under this Contract shall be direct to:

X.1 EXECUTION

X.1.1 IN WITNESS WHEREOF the County of has caused this Contract to be signed by its duly authorized officers and the Contractor has hereunto set its hand.

Dated this day of , .

(Vendor Name) COUNTY OF , MINNESOTA

PURCHASING DEPARTMENT

By: By:

Its Director of Purchasing

Date: Date:

APPROVED AS TO FORM & EXECUTION

By:

Assistant County Attorney

Date: