Comprehensive Request for Construction Proposal

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This Comprehensive Request for Construction Proposal is used by a company who is seeking proposal bids from qualified candidates. It contains all information to be included in the proposal, including time frame for bids.

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This Comprehensive Request for Construction Proposal is for use by a company who is seeking proposals from qualified candidates for a specific construction project. This request contains background information about the project, guidelines for submitting proposals and certain terms and conditions which must be included within the proposals. This request also sets forth the date the proposal is due and when notification to selected candidates will be sent.

This proposal is comprehensive and sets forth that the selection process will take place in two phases, with a brief description of each phase. In addition, it sets forth when the work must be completed in order that the project may be opened to the general public.

This Comprehensive Request for Construction Proposal includes:
  • Parties/Project: Specifies the company seeking proposals, description of the project and where the project is located;
  • Proposals: Sets forth what each proposal should include (i.e. original design concept proposals for all work) and standard terms and conditions set forth in the request;
  • Candidate Selection: Sets forth that the candidates will be selected in two phases;
  • Employee Status: Contractor will be considered an independent contractor and not an employee of the company seeking proposal;
  • Insurance: Specifies the insurance requirements of each party;
  • Signatures: A representative of the company seeking the proposal must sign this request.

Protect your rights and your business by using our attorney-prepared forms.

This attorney-prepared packet contains:
  1. General Information
  2. Instructions and Checklist
  3. Comprehensive Request for Construction Proposal
State Law Compliance: This form complies with the laws of all states
This is the content of the form and is provided for your convenience. It is not necessarily what the actual form looks like and does not include the information, instructions and other materials that come with the form you would purchase. An actual sample can also be viewed by clicking on the "Sample Form" near the top left of this page.
 
 
Comprehensive Request for
Construction Proposal

 

[NAME OF PARTY]  (“Company”) is seeking proposals from qualified candidates to create the concept for, develop, manufacture, produce and install on a turn-key basis the  [DESCRIPTION] , and  [DESCRIPTION]  (the “Project”) to replace the existing  [DESCRIPTION]  (the “Original Project”) in the Companys  [DESCRIPTION]  located at  [LOCATION]  (the “Development”). This Request for Proposal (“RFP”) contains background information, guidelines for the preparation of proposals, and certain terms and conditions which will be included in the Pre-construction and the Construction Agreements. As used herein, the term “the work” means all things to be provided, supplied, made, produced, erected or done by the Contractor (hereinafter referred to) pursuant to the Construction Agreement.
Each proposal (a “Proposal”) submitted to Company must include a comprehensive original concept design of the proposed new Project and a detailed proposal for pre-construction, construction and programming work through post-opening maintenance services, including a specific description of both the business and economic terms for all phases of the work. Each Proposal must incorporate the standard terms and conditions described below.
Selection of the successful candidate will take place in two phases. In Phase 1, each candidate receiving this RFP wishing to submit a Proposal must deliver to Company a written statement of its intention to prepare a Proposal (the “Statement of Intention”) within ten calendar days of receipt of this RFP. Thereafter, pursuant to a Pre-construction Agreement to be executed between the parties, Company will engage one or more candidates deemed qualified by Company to prepare and submit a Proposal. In Phase 2, Company will review and evaluate each Proposal submitted and, on an exclusive basis, will then enter into good faith negotiations for a Construction Agreement with the candidate submitting the Proposal which Company finds satisfactory. Company will exercise its judgment as to the acceptability of a particular Proposal based upon its compliance with the terms and conditions described in this RFP and such other criteria as Company establishes in its sole and absolute discretion. Company reserves the right to reject all Proposals.
Statements of Intention to prepare a Proposal must be submitted to Company not later than INSERT TIME on __________________ [date]. Candidates selected to further participate in Phase 1 will be notified by Company on __________________ [date]. Each Proposal will be due on __________________ [date]. Company will complete its review and evaluation of all Proposals on __________________ [date], and will thereafter enter into exclusive negotiations for the Construction Agreement with the successful candidate. Once Company and the successful candidate (the “Contractor”) complete negotiations of and sign the Construction Agreement, Contractor must execute the work under its responsibility and cost control, with all work completed by __________________ [date], in order that the Project may be opened to the general public on that date.
A Proposal submitted to Company must include within the scope of the work the following items:
 
(1) The new Project must include software development and incorporate the following: [DESCRIPTION]  without restriction so long as the Contract Price described in Section 2.3 is not exceeded.
(2) The new design concept must follow the current design concept of the  [DESCRIPTION] .
(3) [DESCRIPTION] .
(4) The design documents must fully explain the  [DESCRIPTION] .
(5) The objective of the Project is to  [DESCRIPTION] .
 
The new Project must be premised on the utilization of the existing facility and hardware at the Original Project at the Development. See Attachment for a description of for the building and facility, and specifications for the Project Control.
Contractor will acknowledge that prior to the execution of the Construction Agreement, Company will have provided Contractor with every facility for inspecting the Original Project and the site and have given Contractor every assistance for investigation of local conditions. Accordingly, before executing the Construction Agreement, Contractor shall be deemed to have inspected the Original Project and to have fully informed itself in regard thereto and in regard to all local and other conditions affecting performance of the Construction Agreement. Although Company shall endeavor to ensure that any information given to Contractor in connection with its said investigations and inspections is accurate, it gives no warranty in relation thereto. Contractor will agree that it will satisfy itself as to the correctness of such information and will accept full responsibility for any use by it of the information so provided. Time lost or damage suffered by Contractor due to local conditions, lack of information, or the inaccuracy of information shall not entitle Contractor to or be a valid reason for any extension of the time within which the work under the Construction Agreement is to be completed.
On-site work conditions are described below. During daytime hours, the Original Project will continue to be operated with the existing Project. On-site work by Contractor will normally be permitted from  [INSERT TIME]  to  [INSERT TIME]  Company reserves the right from time to time to alter such working hours upon at least ____________ hours prior notice to Contractor.
All Proposals must cover all items described in this Section. Additional information may be submitted by candidates without further obligation by Company for the cost of providing the same.
Total project cost is to be fixed to the Contract Price noted in Section 2.3. Allocations of the Contract Price must be made among the following categories:
 
1.__________________ construction fee
2.__________________ construction fee
 
2.1   Architects fee
2.2   Other labor costs
2.3__________________ cost (inclusive of ______ fee etc.)
 
 
3.__________________ fee
4.__________________ fee
5.   Cost for purchasing protected rights (hereinafter defined)
6.   Programming fee
7.   All other costs and expenses not included above.
 
 
If a candidate proposes to engage any sub-contractors, the Proposal must note the name, address, function, and qualifications of each sub- contractor, including a list of the names of key personnel who will render services in connection with the work.
The Proposal should not specify the use of any process, method, equipment, personnel, software, or product which is unique or not readily available to other candidates for use, fabrication, manufacturing, or any other aspect of the work.
Contractors reporting procedure to Company for the progress of the work must be detailed in the Proposal, and be within the guidelines set forth in Section 2.11, below.
The consideration payable by Company for the Proposal will be U.S. $ ____________, payable in one lump sum within 30 days after Company receives a Proposal from a candidate conforming with the requirements of this RFP.
All costs and expenses of preparing and submitting the Proposal, including without limitation all costs and expenses of proposed sub-contractors and the items listed below, will be deemed included within the fee payable by Company for the Proposal:
 
(a)  copies, printing, messenger service, drawings, photographs and postage;
(b)  research trips, transportation, lodging, wages, per-diem charges, documentation, and taxes; and
(c)  presentations to Company by Contractor at the Development (if requested by Company).
 
    The Proposal will be deemed a work prepared by an employee for hire by Company and as such all rights, including copyright, will become the property of Company upon its creation. Accordingly, all materials and ideas incorporated within each Proposal, and all drawings, writings, photographs and specifications, will belong exclusively to Company, whether or not the Proposal is accepted by Company.
Company reserves the sole right to reject any late, incomplete or partial submissions of any Proposal, regardless of the cause for delay. The completed Proposal is due by ____________ [date]. Completed Proposals must be delivered to the following address:
It is a condition to Companys acceptance of any Proposal that the terms and conditions described in this Section 2 are incorporated in the Construction Agreement which will be negotiated between Contractor and Company. If the business, economic and other terms of the Proposal are satisfactory to Company in its sole and absolute discretion, Company will endeavor in good faith, on an exclusive basis, for a period not to exceed ____________ days, to negotiate with Contractor to reach a mutually acceptable Construction Agreement on the terms and conditions set forth in this Section 2 and upon such other terms and conditions as Company and Contractor shall agree. If Company and the candidate fail to reach agreement on the terms and conditions not set forth in this Section 2, Company will have no liability or obligation of any kind or nature to the candidate and the rights and obligations of Company and the candidate with respect to the Proposal shall be governed solely by the Pre-Construction Agreement.
THE TERMS AND CONDITIONS SET FORTH IN THIS SECTION 2 DO NOT ENCOMPASS ALL OF THE TERMS AND CONDITIONS OF THE PRE-CONSTRUCTION AGREEMENT OR THE Construction AGREEMENT.
The Construction Agreement must provide for the delivery by Contractor of all the elements described in the Proposal on a turn-key, fixed price basis. Contractors services must include, but will not be limited to, the services described in Section 2.2, below, and one months on-site maintenance services after the Project is open. Company reserves the right to place an order for only a portion of the work described in a Proposal, as determined by Company in its sole discretion.
The term “turn-key, fixed price basis” as used herein means that solely for Contract Price, as described in Section 2.3, below, Contractor will finance and complete all services and produce, provide, transport, supply, make, program, or erect all software, hardware and other facilities and property attendant to producing, programming, installing and testing the Project, and all elements thereof as described in the Guidelines set forth in Section 1.2, above, at the present Original Project at the Development, in a first class technical manner, suitable in all respects for presentation to the general public, and fulfilling without exception the performance specifications set forth in the Construction Agreement, with nothing remaining to be done so that Company may present the Project to the Public at the Development, free and clear of any rights or claims of any third party, and maintain the Project in good working order for 30 days after completion.
Contractor will be solely responsible for all wages, license fees, royalties, and other amounts in connection with the work, including without limitation payments to independent contractors, material and labor costs, and the cost of any other personal property, process, matter, or thing used or to be used in connection with the performance of the work to be done or supplied by Contractor (whether by installments or otherwise). Contractor will assume all risks, including risk of causes beyond Contractors control, such as causes in the nature of force majeure, that the Contract Price is insufficient to cover Contractors actual cost of full performance of the Construction Agreement.
Contractor must provide all services and attend to all matters (tangible and intangible) necessary for the planning, approval, construction, installation, presentation, and maintenance of the new Project; including, without limiting the generality of the foregoing, the items described in this Section
 
 
 
Company will pay Contractor the fixed sum of  [INSERT AMOUNT OF MONEY]  for the work. Such amount, as adjusted in accordance with the provisions of Section 2.3.4, is referred to herein as the “Contract Price.
The Contract Price will be payable in three equal installments as follows:
 
(1) Upon the signing of the Construction Agreement: the sum of  [INSERT AMOUNT OF MONEY] .
(2) Within thirty (30) business days after Contractor has demonstrated to Companys satisfaction that ____________% of the value of the work has been performed, as approved by Company in writing after submission to it of Contractors invoice: the sum of
(3) Upon completion of the 30 days post-opening maintenance services: the final installment of  [INSERT AMOUNT OF MONEY] . The final installment payment shall be conditioned upon operation of the new Project without failure of other evidence of defects and in accordance with approved performance specifications prior to the date of payment.
 
Time is of the essence of the Construction and Pre-construction Agreements. Because of the anticipated difficulty in measuring the damages which Company would incur by reason of delays in Contractors performance, if Contractor fails to complete all the work (other than maintenance) on or before the date scheduled for completion, or any extension thereof granted pursuant to Section 2.17, the final installment of the Contract Price shall be subject to reduction as “liquidated damages” by the following cumulative amounts, depending upon the number of days of delay in completion of the work:
 
Days of Delay
Amount Deducted
1-10 days
__________________
11-20 days
__________________
21-30 days
__________________
In the event of a delay in completion of the work by Contractor exceeding 30 days, in addition to the deduction from the final installment of  [AMOUNT OF MONEY]  described above, Company shall pay to Contractor upon demand an amount equal to the Original Projects gross revenues in the equivalent period of time during the prior year.
Companys sole obligation will be to pay Contractor the Contract Price at the times and in the manner, and subject to the adjustments as described above. Contractor will bear all costs and expenses incurred in the full performance of the Construction Agreement, including any cost overruns and unanticipated costs and expenses, whether or not due to the fault of Contractor, foreseen or foreseeable, and any costs or expenses incurred in redoing or correcting any defective portion of the work or in honoring the guarantee described below.
Contractor must complete the work described in this RFP by ____________ [date], in order that Company may open the new Project to the general public.
Company will be the exclusive owner of all right, title and interest in and to the work, the Project, and all of the elements thereof, whether complete or incomplete, in any and all phases, including copyrights, trademarks, service marks, trade names, merchandising rights, rights of commercial exploitation, and all other intellectual property rights of whatever kind. Contractor will further acknowledge and agree that the Project and all elements thereof shall be the exclusive property of Company for all purposes, and that Contractor shall have no legal or equitable ownership or interest therein whatsoever. Without limiting the generality of the foregoing the Construction Agreement shall provide that:
All writings, programs, plans, drawings and specifications prepared by or on behalf of Company especially for the performance of the Construction Agreement, or prepared by or on behalf of Company will be upon creation and will remain the property of Company and may not be used by Contractor otherwise than for the purpose of performing the work and terms of the Construction Agreement and shall be delivered to Company on completion of the work.
Without any payment other than the Contract Price, as reduced because of delays as described above, the work shall be deemed that of an employee for hire and shall become the sole property of Company upon creation, free and clear of any claims of any third party. Contractor shall assign to Company any or all of its rights, title and interest, including, without limitation, ownership rights, copyrights (including original and all derivative rights), trademark and patent rights, and all rights to use the product of all persons providing services in connection with the creation, development, construction, and presentation of the Project, including, without limitation, programmers, artists, musicians, singers, actors and actresses, writers, directors, and other performers, and any and all other intellectual property rights in and to the work and the Project, and all components thereof and materials therein.
Contractor will acknowledge and agree that the Project and all components thereof and materials therein are created by Contractor as an employee for hire, as that term is used in the United States Copyright Laws; that Contractor is Companys employer for hire as that term is used in the United States Copyright Laws; and that the Project and all elements thereof and materials therein will be created by Contractor in the performance of its duties under the Construction Agreement. Company shall be the proprietor of all of the copyrightable subject matter included in the Project and all of the work to be delivered by Contractor; and Company has the right to obtain registrations of claims to copyright in all of such copyrightable subject matter in all countries of the world.
Company, with full right to license to others, may at any time freely revise, use and merchandise the work, all elements thereof, and all materials and processes used in connection with the preparation of the work and all Derivative Work. As used herein the term “Derivative Work” means any product that is based on or derived from the Project or any part thereof or which constitutes a derivative work of the Project within the meaning of United States or other applicable national copyright law, including any audiovisual effects incorporated within the Project or any characters or themes therein. Derivative Work includes, for example, board games, t-shirts, comic books, merchandise, books, movie films, video tapes, videodiscs, and television shows in any other context. Company shall have the exclusive right to apply for patent, trademark and copyrights in its name, all without Contractors consent. Contractor agrees that all revisions and use, including the preparation of any Derivative Work, shall not be construed in any way as a violation of Contractors rights, including its moral rights. Company may, without additional compensation, but shall have no obligation to, identify Contractor as the creator and producer of the Project or any elements therein.
Contractor will warrant, represent and agree that all persons performing the work, including its employees, consultants, agents and subcontractors, have entered into written contracts consistent with the foregoing, and that Contractor can and shall assign the Project and all materials and elements used therein to Company free and clear of any lawful claim of any person. Contractor shall indemnify Company and hold it harmless against any and all actions, claims, demands, losses, damages, liabilities, costs and expenses (including attorneys fees and costs of defense or suit) arising from or incurred by reason of any breach of such warranty, including by reason of any infringement or alleged infringement of any patent, design, trademark, name, copyright, or other protected right with respect to the work, the Project or any hardware, software, material, thing, process or method used or supplied by Contractor or its sub-contractors. In the event of any claim made or action brought against Company in respect of any matter covered by this indemnity, Company will notify Contractor within a reasonably time and, if so required by Company, Contractor must at its expense conduct the defense of the claim or action and any negotiations for settlement thereof (any settlement affecting Companys rights being subject to Companys prior approval).
Contractor shall identify to Company in writing at each presentation those elements of the Project and materials embodied or processes used therein which to the knowledge of Contractor incorporate or are based upon any protected rights of others and shall thereafter provide to Company full and complete information regarding the origination thereof, including titles, authors, time and place of creation and other particulars as Company shall from time to time request. The term “protected rights” means intellectual property rights developed by Contractor or third parties for purposes other than the services to be performed by Contractor. Contractor shall not incorporate or use any protected rights in the work or the Project except upon Companys prior express written consent.
Contractor shall cooperate with Company in obtaining and maintaining patent, copyright, trademark and other statutory protection for the Project and any Derivative Work. From time to time, when requested by Company, Contractor shall (and shall cause its employees, consultants, agents and subcontractors and all their employees, consultants, and agents) to execute and deliver to Company all documents required by Company to record, acknowledge or perfect Companys rights in the work and the Project and all elements thereof and materials therein throughout the world, and will fully cooperate with Company in obtaining and maintaining such rights. Without limiting the generality of the foregoing, Contractor shall execute and deliver (and cause the other persons aforementioned to execute and deliver) such assignments and consents pertaining to the copyrights, trademarks and other protected rights within ten days after Company requests the same, whether during the currency of the Construction Agreement or at any time thereafter.
Contractor will not use or allow any party to use any items which may be deemed to be the same as, or similar to, any part of the Project and preliminary materials not incorporated into the final Project delivered to Company. Contractor, and each of Contractors employees, consultants, agents or subcontractors (and their employees, consultants, or agents) who shall be involved in the development and creation of the Project or any Derivative Work, or who shall have access to any confidential information pertaining to the same shall have signed, before beginning such involvement, an agreement with Contractor with respect to protected rights and confidentiality which shall name Company as an express beneficiary thereof.
The representations, warranties, covenants and indemnities described in this Section 2.5 shall survive in perpetuity after the termination, cancellation or expiration of the Construction Agreement.
Contractor shall arrange “Contractors All Risks” insurance in the joint names of Contractor and Company and any sub-contractors with insurers satisfactory to Company for the full Contract Price during the currency of the Construction Agreement, including the maintenance and guarantee periods. This insurance shall cover against liabilities to third parties in respect of bodily injury (including death) and damages to property to the limits specified in the Construction Agreement. Contractor shall bear and pay the premium cost of such insurance. Contractor shall at its expense also insure itself and shall, until completion of the Construction Agreement (including the maintenance and guarantee periods), keep itself insured with an insurer satisfactory to Company, against all claims and liabilities from any accident or injury to any person employed by Contractor or by any sub-contractor on or in connection with the work, and shall ensure that all sub-contractors are similarly insured in respect of their employees. Copies of such policies shall be delivered by Contractor to Company upon request.
Contractor shall indemnify Company, its employees and agents against all losses, liabilities, claims and expenses which may arise from the death of, or injury to, any person employed or engaged by Contractor or any sub-contractor on or in connection with the work.
Contractor shall conform to the requirements of all regulations, laws, orders and requirements of public, municipal and other authorities in any way affecting or applicable to the work, its performance, its safety or the safety of persons on or in the vicinity of the Original Project. Contractor shall obtain all permits or licenses of a temporary nature and give all notices required to be obtained or given under applicable laws, regulations or requirements of public, municipal and other authorities in order to perform the work, and shall pay all fees and deposits in connection therewith.
Company shall appoint a representative to act on its behalf for the purpose of administering the Construction Agreement (the “Company Representative”). The Company Representative shall be the sole judge of whether any work done and goods supplied are in accordance with the Construction Agreement and the standards and specifications provided for therein.
Contractor shall insure that the Company Representative, or any person authorized by him in writing, shall have access to the work and every part thereof, and Contractor shall provide every reasonable facility necessary for the inspection and testing of all parts of the work and all elements thereof at any place where the work is being carried out or property therefor is being stored, on or off-site.
If the Company Representative discovers in any part of the work, or material delivered to the Development for use in the work, any materials, products or equipment, or any workmanship of an inferior quality, or different from that described in the specifications or drawings, he may by written notice require Contractor to remove the goods or remedy the work at Contractors expense within a reasonable time, and all expense, loss, or damage thereby incurred shall be borne by Contractor. If in the opinion of the Company Representative any representative of, or person employed by, Contractor, or any sub-contractor in the performance of the work has misconducted himself, or is incompetent, or negligent, the Company Representative may by notice in writing require Contractor to remove him from the work and Contractor shall forthwith replace such person accordingly.
The Company Representative, during the performance of the work, may by notice in writing direct or permit Contractor to alter, amend, omit, add to or otherwise vary any of the work without prejudice to the Construction Agreement. Contractor shall comply with the notice and shall be bound by the same as those they were included within the Construction Agreement.
The difference in cost, if any (including a reasonable allowance in respect of the work already done but not required) occasioned by variations directed or permitted by the Company Representative shall be added to or deducted from the Contract Price as the case may require. The proposed amount of such difference shall be estimated by Contractor in accordance with accepted practices and submitted to the Company Representative for approval not later than five days after the variation is directed or permitted, but before the variation is done. If the Company Representative approves in writing the amount proposed as fair and reasonable, the Contract Price shall be increased or decreased accordingly and the amount of such increase or decrease shall be spread proportionately over the remaining installments for payment of the Contract Price. Contractor shall not alter the work in any way or deviate from the specifications or drawings except as directed or permitted in writing by the Company Representative.
At the beginning of each calendar week while the work is in progress Contractor shall, after consultation with the Company Representative, prepare in reasonable detail, in the form approved by Company, a statement of the work done during the preceding week, or, in the case of the first statement, since the date of commencement of the work. Contractor shall sign and deliver each progress statement and three copies thereof to the Company Representative for checking and approval.
Contractor shall give every assistance to and make available all records, invoices and accounts to the Company Representative to enable him to properly check the progress statements.
Contractor shall deliver and install each of the items set forth in the specifications set forth in the Construction Agreement in accordance with the schedule established therein. Contractor shall test prior to delivery each deliverable item and shall give Company written notice of each delivery and installation identifying the deliverable item, and no delivery shall be considered complete until Company shall have received such notice.
After final delivery and installation of the Project and all elements thereof Company shall have  [NUMBER]  days to examine and test the same. Company shall notify Contractor in writing of Companys acceptance or rejection of the Project within such  [NUMBER]  day period. Without additional compensation, Contractor shall have  [NUMBER]  days from receipt of such notice to make and install such changes as are reasonably required to correct any deficiencies set forth in Companys notice.
Unless approved by Company in writing in advance, Contractor shall not divulge to any third party the contents of the Construction Agreement or the work or any confidential business and management information of Company which becomes known to Contractor though its rendition of the work.
Contractor guarantees the work and each part thereof against any defect under normal working conditions for a period of one year after acceptance by Company pursuant to Section 2.12.2. Contractor also warrants to Company that all items delivered to Company under the Construction Agreement shall conform to all the descriptions and requirements and shall meet all performance standards in the Agreement, shall be fit and sufficient for the purpose for which they are intended, shall be in satisfactory working order, shall be composed of new and good materials and good design and workmanship and shall be free from all defects, including but not limited to defects in materials, design and workmanship.
Contractor shall at its own expense repair and/or replace in a proper working condition on a priority basis any part of the work which does not pass the performance test or otherwise are reasonably determined by Company to fail to meet the warranties described in Section 2.14.1. Contractor shall at its own expense repair or replace in a proper working condition on a priority basis the work or any part thereof proving defective during the guarantee period and shall be responsible for any damage to other parts of the work and to the property of Company which may be caused directly or indirectly by the defect or by the remedying thereof.
If any defect is not remedied by Contractor within a reasonable time after notice thereof is given to Contractor, or if necessary in Companys sole opinion in order to ensure continuity or early resumption of its operations, Company may itself or engage others to remedy the defect at the risk and expense of Contractor, but without prejudice to any other rights which Company may have against Contractor in respect of defects. The provisions of this Section 2.14 shall apply to any part of the work which may be replaced during the guarantee period until the expiration of a similar period from the date of replacement.
Contractor shall, at its sole cost, provide Company with such number of suitable personnel as Company reasonably determines during the period of 30 days after the Project opens for the general public to provide maintenance and remedial work, to ensure continuity of operations of the Original Project and early resumption in the event of any failure or apparent defect. Contractor shall bear all costs incurred in the performance of such maintenance and remedial work, including but not limited to the wages, per-diem allowances, air-fares, hotel accommodations, tools and materials, transportation, office supplies, telephone, facsimile, and other living expenses of such personnel.
In addition to any remedy otherwise available to Company, Company may terminate the Construction Agreement immediately by giving written notice to Contractor in any of the following situations:
 
(1) If Contractor breaches any of the terms and conditions of the Construction Agreement and fails to cure the breach within 30 days after receiving written notice.
(2) If Contractor becomes insolvent or shall be adjudicated a bankrupt or if its business shall come into possession or control, even temporarily, of any trustee in bankruptcy or if a receiver shall be appointed for it or should it make a general assignment for the benefit of creditors.
(3) If Contractor repeatedly breaches a material provision of the Construction Agreement (meaning a breach by Contractor more than once of the same provision or a breach on three or more occasions of any material provision of the Construction Agreement) whether or not corrected after notice.
 
    In addition to the rights of Company under Section 2.15.1, Company may terminate the Construction Agreement or any portion thereof in its sole discretion at any time without cause upon 10 business days prior written notice to Contractor.
In the event Company terminates the Construction Agreement, Contractor shall:
 
(1)   Stop the work;
(2)   Enable Company or its nominee to take possession of all constructions, goods and all other things incorporated in the work, at the Development, or purchased for incorporation in the work;
(3)   Not place any further orders or enter into any further contracts in respect of the work;
(4)   Assign to Company or its nominee, to the extent desired by Company, all rights and benefits of Company under existing commitments of third parties;
(5)   Take all reasonable steps to protect property in the possession of Contractor in which Company has or may acquire an interest;
(6)   Remove Contractors property from the Development unless otherwise agreed or directed by Company; and
(7)   Take any other action relating to the termination of the work as Company reasonably requires.
 
   In addition to Companys rights at law on account of a breach of the Construction Agreement by Contractor, Company shall have the following rights and remedies, all of which shall be cumulative:
 
(1) Contractor shall indemnify and hold Company harmless against any and all damages and losses of Company, including without limitation, claims made by third parties, due to Contractors breach of the Construction Agreement.
(2) Company may retain or require the delivery to it of any and all preliminary materials or the work products which have been completed until the date of the termination of the Construction Agreement. Company shall pay Contractor for partial deliveries requested by it or materials retained in its discretion such amounts as shall be determined on a pro-rated basis of the Contract Price, subject to its right of set-off on account of damages incurred by reason of Contractors breach of the Construction Agreement and less any amounts previously paid.
 
In the event Company terminates the Agreement without cause prior to the payment of the Contract Price, Company shall pay Contractor (less any amounts previously paid):
 
(1)  The contract value of all work completed in accordance with the Construction Agreement and all incomplete work to the state to which it had progressed to the date of termination;
(2)  The cost of goods properly ordered for the work but not incorporated therein for which Company had paid, or which it is legally bound to pay, but in the latter case only at the time when payment is due;
(3)  The cost of services properly sub- contracted for which Contractor is legally bound to pay, but only at the time when payment is due;
(4)  The reasonable cost of Contractor removing from the Development;
(5)  An amount to compensate Contractor for loss or damage directly attributable to the termination, as agreed between Contractor and Company, and upon failure to so agree, as adjudicated and settled by arbitration as hereinafter provided.
 
    The failure of either party to comply with the terms and conditions of the Construction Agreement because of an act of God, strike, labor trouble or fire, earthquake, act of public enemies, international conflict, actions of any governmental authorities, unavailability of power, transportation, or any other reason beyond the control of such party, including its sub-contractors, shall not be deemed a breach of this Agreement.
Contractor shall indemnify and hold Company harmless against all claims and liens of sub-contractors or for goods, labor or services provided in connection with the performance of the work. Company, on becoming aware of any such claim or lien, shall have the right to withhold the amount involved plus 25% thereof to recover any costs and expenses from any payment to Contractor until the claim or lien is paid, discharged or released. As a condition precedent to the final installment of the Contract Price, Company shall require Contractor to execute a release to Company from all claims, demands, debts, accounts, actions and proceedings arising under or by virtue of the Construction Agreement, any prior agreement between Company and Contractor (oral or written), or out of their performance; and to furnish satisfactory evidence that all claims or demands against and debts due by Contractor which might remain or become a lien or charge against the work or Company have been paid.
All claims, disputes and other matters in question between the parties to this Agreement arising out of or relating to this Agreement or the breach thereof shall be decided by arbitration in  [LOCATION]  under the rules of the __________________.
Notice of the demand for arbitration shall be served in writing upon the other party. The demand shall be made within a reasonable time after the claim, dispute or other matter in question has arisen.
Any award rendered by the arbitrators shall be final and binding upon the parties as to matters of law and fact and shall be non-appealable.
The arbitrators shall have the power to award costs, including reasonable attorneys fees, to the prevailing party in any such arbitration.
All notices, including without limitation, notice of legal action, shall be in writing and sent by mail or facsimile transmission to the representatives of the parties set forth below. All mailed notices shall take effect upon receipt.
Company:  __________________
___________________________
___________________________
 
Contractor: Appropriate information will be described 
In the performance of services, Contractor will be acting as an independent contractor. Nothing contained herein shall be construed as creating the relationship of principal and agent or employer and employee (excepting solely as to copyright matters) between Company and Contractor, or between Company and Contractors personnel.
No provision may be waived or modified except by a writing signed by both parties. The Construction Agreement and all exhibits and attachments thereto shall supersede all agreements and understandings between the parties and shall constitute the only agreement between Company and Contractor.
All materials attached to this RFP or supplied to Contractor during its efforts to make a Proposal to Company, shall remain the property of Company and is being loaned to each candidate on a confidential basis. Such materials and all copies thereof shall be returned to Company within 30 days after Contractors submittal of the Proposal to Company.
THIS RFP IS NOT A LEGALLY BINDING DOCUMENT, but a request for submissions of Proposals on the terms and conditions described herein. Company will be bound only upon execution of a formal Pre-Construction Agreement and Construction Agreement.
Company
__________________________________
BY  ______________________________
Its  _______________________________
Dated: ____________________________
 
 
Number of Pages17
DimensionsDesigned for Letter Size (8.5" x 11")
EditableYes (.doc, .wpd and .rtf)
UsageUnlimited number of prints
Product number#43623
This is the content of the form and is provided for your convenience. It is not necessarily what the actual form looks like and does not include the information, instructions and other materials that come with the form you would purchase. An actual sample can also be viewed by clicking on the "Sample Form" near the top left of this page.
 
 
Comprehensive Request for
Construction Proposal

 

[NAME OF PARTY]  (“Company”) is seeking proposals from qualified candidates to create the concept for, develop, manufacture, produce and install on a turn-key basis the  [DESCRIPTION] , and  [DESCRIPTION]  (the “Project”) to replace the existing  [DESCRIPTION]  (the “Original Project”) in the Companys  [DESCRIPTION]  located at  [LOCATION]  (the “Development”). This Request for Proposal (“RFP”) contains background information, guidelines for the preparation of proposals, and certain terms and conditions which will be included in the Pre-construction and the Construction Agreements. As used herein, the term “the work” means all things to be provided, supplied, made, produced, erected or done by the Contractor (hereinafter referred to) pursuant to the Construction Agreement.
Each proposal (a “Proposal”) submitted to Company must include a comprehensive original concept design of the proposed new Project and a detailed proposal for pre-construction, construction and programming work through post-opening maintenance services, including a specific description of both the business and economic terms for all phases of the work. Each Proposal must incorporate the standard terms and conditions described below.
Selection of the successful candidate will take place in two phases. In Phase 1, each candidate receiving this RFP wishing to submit a Proposal must deliver to Company a written statement of its intention to prepare a Proposal (the “Statement of Intention”) within ten calendar days of receipt of this RFP. Thereafter, pursuant to a Pre-construction Agreement to be executed between the parties, Company will engage one or more candidates deemed qualified by Company to prepare and submit a Proposal. In Phase 2, Company will review and evaluate each Proposal submitted and, on an exclusive basis, will then enter into good faith negotiations for a Construction Agreement with the candidate submitting the Proposal which Company finds satisfactory. Company will exercise its judgment as to the acceptability of a particular Proposal based upon its compliance with the terms and conditions described in this RFP and such other criteria as Company establishes in its sole and absolute discretion. Company reserves the right to reject all Proposals.
Statements of Intention to prepare a Proposal must be submitted to Company not later than INSERT TIME on __________________ [date]. Candidates selected to further participate in Phase 1 will be notified by Company on __________________ [date]. Each Proposal will be due on __________________ [date]. Company will complete its review and evaluation of all Proposals on __________________ [date], and will thereafter enter into exclusive negotiations for the Construction Agreement with the successful candidate. Once Company and the successful candidate (the “Contractor”) complete negotiations of and sign the Construction Agreement, Contractor must execute the work under its responsibility and cost control, with all work completed by __________________ [date], in order that the Project may be opened to the general public on that date.
A Proposal submitted to Company must include within the scope of the work the following items:
 
(1) The new Project must include software development and incorporate the following: [DESCRIPTION]  without restriction so long as the Contract Price described in Section 2.3 is not exceeded.
(2) The new design concept must follow the current design concept of the  [DESCRIPTION] .
(3) [DESCRIPTION] .
(4) The design documents must fully explain the  [DESCRIPTION] .
(5) The objective of the Project is to  [DESCRIPTION] .
 
The new Project must be premised on the utilization of the existing facility and hardware at the Original Project at the Development. See Attachment for a description of for the building and facility, and specifications for the Project Control.
Contractor will acknowledge that prior to the execution of the Construction Agreement, Company will have provided Contractor with every facility for inspecting the Original Project and the site and have given Contractor every assistance for investigation of local conditions. Accordingly, before executing the Construction Agreement, Contractor shall be deemed to have inspected the Original Project and to have fully informed itself in regard thereto and in regard to all local and other conditions affecting performance of the Construction Agreement. Although Company shall endeavor to ensure that any information given to Contractor in connection with its said investigations and inspections is accurate, it gives no warranty in relation thereto. Contractor will agree that it will satisfy itself as to the correctness of such information and will accept full responsibility for any use by it of the information so provided. Time lost or damage suffered by Contractor due to local conditions, lack of information, or the inaccuracy of information shall not entitle Contractor to or be a valid reason for any extension of the time within which the work under the Construction Agreement is to be completed.
On-site work conditions are described below. During daytime hours, the Original Project will continue to be operated with the existing Project. On-site work by Contractor will normally be permitted from  [INSERT TIME]  to  [INSERT TIME]  Company reserves the right from time to time to alter such working hours upon at least ____________ hours prior notice to Contractor.
All Proposals must cover all items described in this Section. Additional information may be submitted by candidates without further obligation by Company for the cost of providing the same.
Total project cost is to be fixed to the Contract Price noted in Section 2.3. Allocations of the Contract Price must be made among the following categories:
 
1.__________________ construction fee
2.__________________ construction fee
 
2.1   Architects fee
2.2   Other labor costs
2.3__________________ cost (inclusive of ______ fee etc.)
 
 
3.__________________ fee
4.__________________ fee
5.   Cost for purchasing protected rights (hereinafter defined)
6.   Programming fee
7.   All other costs and expenses not included above.
 
 
If a candidate proposes to engage any sub-contractors, the Proposal must note the name, address, function, and qualifications of each sub- contractor, including a list of the names of key personnel who will render services in connection with the work.
The Proposal should not specify the use of any process, method, equipment, personnel, software, or product which is unique or not readily available to other candidates for use, fabrication, manufacturing, or any other aspect of the work.
Contractors reporting procedure to Company for the progress of the work must be detailed in the Proposal, and be within the guidelines set forth in Section 2.11, below.
The consideration payable by Company for the Proposal will be U.S. $ ____________, payable in one lump sum within 30 days after Company receives a Proposal from a candidate conforming with the requirements of this RFP.
All costs and expenses of preparing and submitting the Proposal, including without limitation all costs and expenses of proposed sub-contractors and the items listed below, will be deemed included within the fee payable by Company for the Proposal:
 
(a)  copies, printing, messenger service, drawings, photographs and postage;
(b)  research trips, transportation, lodging, wages, per-diem charges, documentation, and taxes; and
(c)  presentations to Company by Contractor at the Development (if requested by Company).
 
    The Proposal will be deemed a work prepared by an employee for hire by Company and as such all rights, including copyright, will become the property of Company upon its creation. Accordingly, all materials and ideas incorporated within each Proposal, and all drawings, writings, photographs and specifications, will belong exclusively to Company, whether or not the Proposal is accepted by Company.
Company reserves the sole right to reject any late, incomplete or partial submissions of any Proposal, regardless of the cause for delay. The completed Proposal is due by ____________ [date]. Completed Proposals must be delivered to the following address:
It is a condition to Companys acceptance of any Proposal that the terms and conditions described in this Section 2 are incorporated in the Construction Agreement which will be negotiated between Contractor and Company. If the business, economic and other terms of the Proposal are satisfactory to Company in its sole and absolute discretion, Company will endeavor in good faith, on an exclusive basis, for a period not to exceed ____________ days, to negotiate with Contractor to reach a mutually acceptable Construction Agreement on the terms and conditions set forth in this Section 2 and upon such other terms and conditions as Company and Contractor shall agree. If Company and the candidate fail to reach agreement on the terms and conditions not set forth in this Section 2, Company will have no liability or obligation of any kind or nature to the candidate and the rights and obligations of Company and the candidate with respect to the Proposal shall be governed solely by the Pre-Construction Agreement.
THE TERMS AND CONDITIONS SET FORTH IN THIS SECTION 2 DO NOT ENCOMPASS ALL OF THE TERMS AND CONDITIONS OF THE PRE-CONSTRUCTION AGREEMENT OR THE Construction AGREEMENT.
The Construction Agreement must provide for the delivery by Contractor of all the elements described in the Proposal on a turn-key, fixed price basis. Contractors services must include, but will not be limited to, the services described in Section 2.2, below, and one months on-site maintenance services after the Project is open. Company reserves the right to place an order for only a portion of the work described in a Proposal, as determined by Company in its sole discretion.
The term “turn-key, fixed price basis” as used herein means that solely for Contract Price, as described in Section 2.3, below, Contractor will finance and complete all services and produce, provide, transport, supply, make, program, or erect all software, hardware and other facilities and property attendant to producing, programming, installing and testing the Project, and all elements thereof as described in the Guidelines set forth in Section 1.2, above, at the present Original Project at the Development, in a first class technical manner, suitable in all respects for presentation to the general public, and fulfilling without exception the performance specifications set forth in the Construction Agreement, with nothing remaining to be done so that Company may present the Project to the Public at the Development, free and clear of any rights or claims of any third party, and maintain the Project in good working order for 30 days after completion.
Contractor will be solely responsible for all wages, license fees, royalties, and other amounts in connection with the work, including without limitation payments to independent contractors, material and labor costs, and the cost of any other personal property, process, matter, or thing used or to be used in connection with the performance of the work to be done or supplied by Contractor (whether by installments or otherwise). Contractor will assume all risks, including risk of causes beyond Contractors control, such as causes in the nature of force majeure, that the Contract Price is insufficient to cover Contractors actual cost of full performance of the Construction Agreement.
Contractor must provide all services and attend to all matters (tangible and intangible) necessary for the planning, approval, construction, installation, presentation, and maintenance of the new Project; including, without limiting the generality of the foregoing, the items described in this Section
 
 
 
Company will pay Contractor the fixed sum of  [INSERT AMOUNT OF MONEY]  for the work. Such amount, as adjusted in accordance with the provisions of Section 2.3.4, is referred to herein as the “Contract Price.
The Contract Price will be payable in three equal installments as follows:
 
(1) Upon the signing of the Construction Agreement: the sum of  [INSERT AMOUNT OF MONEY] .
(2) Within thirty (30) business days after Contractor has demonstrated to Companys satisfaction that ____________% of the value of the work has been performed, as approved by Company in writing after submission to it of Contractors invoice: the sum of
(3) Upon completion of the 30 days post-opening maintenance services: the final installment of  [INSERT AMOUNT OF MONEY] . The final installment payment shall be conditioned upon operation of the new Project without failure of other evidence of defects and in accordance with approved performance specifications prior to the date of payment.
 
Time is of the essence of the Construction and Pre-construction Agreements. Because of the anticipated difficulty in measuring the damages which Company would incur by reason of delays in Contractors performance, if Contractor fails to complete all the work (other than maintenance) on or before the date scheduled for completion, or any extension thereof granted pursuant to Section 2.17, the final installment of the Contract Price shall be subject to reduction as “liquidated damages” by the following cumulative amounts, depending upon the number of days of delay in completion of the work:
 
Days of Delay
Amount Deducted
1-10 days
__________________
11-20 days
__________________
21-30 days
__________________
In the event of a delay in completion of the work by Contractor exceeding 30 days, in addition to the deduction from the final installment of  [AMOUNT OF MONEY]  described above, Company shall pay to Contractor upon demand an amount equal to the Original Projects gross revenues in the equivalent period of time during the prior year.
Companys sole obligation will be to pay Contractor the Contract Price at the times and in the manner, and subject to the adjustments as described above. Contractor will bear all costs and expenses incurred in the full performance of the Construction Agreement, including any cost overruns and unanticipated costs and expenses, whether or not due to the fault of Contractor, foreseen or foreseeable, and any costs or expenses incurred in redoing or correcting any defective portion of the work or in honoring the guarantee described below.
Contractor must complete the work described in this RFP by ____________ [date], in order that Company may open the new Project to the general public.
Company will be the exclusive owner of all right, title and interest in and to the work, the Project, and all of the elements thereof, whether complete or incomplete, in any and all phases, including copyrights, trademarks, service marks, trade names, merchandising rights, rights of commercial exploitation, and all other intellectual property rights of whatever kind. Contractor will further acknowledge and agree that the Project and all elements thereof shall be the exclusive property of Company for all purposes, and that Contractor shall have no legal or equitable ownership or interest therein whatsoever. Without limiting the generality of the foregoing the Construction Agreement shall provide that:
All writings, programs, plans, drawings and specifications prepared by or on behalf of Company especially for the performance of the Construction Agreement, or prepared by or on behalf of Company will be upon creation and will remain the property of Company and may not be used by Contractor otherwise than for the purpose of performing the work and terms of the Construction Agreement and shall be delivered to Company on completion of the work.
Without any payment other than the Contract Price, as reduced because of delays as described above, the work shall be deemed that of an employee for hire and shall become the sole property of Company upon creation, free and clear of any claims of any third party. Contractor shall assign to Company any or all of its rights, title and interest, including, without limitation, ownership rights, copyrights (including original and all derivative rights), trademark and patent rights, and all rights to use the product of all persons providing services in connection with the creation, development, construction, and presentation of the Project, including, without limitation, programmers, artists, musicians, singers, actors and actresses, writers, directors, and other performers, and any and all other intellectual property rights in and to the work and the Project, and all components thereof and materials therein.
Contractor will acknowledge and agree that the Project and all components thereof and materials therein are created by Contractor as an employee for hire, as that term is used in the United States Copyright Laws; that Contractor is Companys employer for hire as that term is used in the United States Copyright Laws; and that the Project and all elements thereof and materials therein will be created by Contractor in the performance of its duties under the Construction Agreement. Company shall be the proprietor of all of the copyrightable subject matter included in the Project and all of the work to be delivered by Contractor; and Company has the right to obtain registrations of claims to copyright in all of such copyrightable subject matter in all countries of the world.
Company, with full right to license to others, may at any time freely revise, use and merchandise the work, all elements thereof, and all materials and processes used in connection with the preparation of the work and all Derivative Work. As used herein the term “Derivative Work” means any product that is based on or derived from the Project or any part thereof or which constitutes a derivative work of the Project within the meaning of United States or other applicable national copyright law, including any audiovisual effects incorporated within the Project or any characters or themes therein. Derivative Work includes, for example, board games, t-shirts, comic books, merchandise, books, movie films, video tapes, videodiscs, and television shows in any other context. Company shall have the exclusive right to apply for patent, trademark and copyrights in its name, all without Contractors consent. Contractor agrees that all revisions and use, including the preparation of any Derivative Work, shall not be construed in any way as a violation of Contractors rights, including its moral rights. Company may, without additional compensation, but shall have no obligation to, identify Contractor as the creator and producer of the Project or any elements therein.
Contractor will warrant, represent and agree that all persons performing the work, including its employees, consultants, agents and subcontractors, have entered into written contracts consistent with the foregoing, and that Contractor can and shall assign the Project and all materials and elements used therein to Company free and clear of any lawful claim of any person. Contractor shall indemnify Company and hold it harmless against any and all actions, claims, demands, losses, damages, liabilities, costs and expenses (including attorneys fees and costs of defense or suit) arising from or incurred by reason of any breach of such warranty, including by reason of any infringement or alleged infringement of any patent, design, trademark, name, copyright, or other protected right with respect to the work, the Project or any hardware, software, material, thing, process or method used or supplied by Contractor or its sub-contractors. In the event of any claim made or action brought against Company in respect of any matter covered by this indemnity, Company will notify Contractor within a reasonably time and, if so required by Company, Contractor must at its expense conduct the defense of the claim or action and any negotiations for settlement thereof (any settlement affecting Companys rights being subject to Companys prior approval).
Contractor shall identify to Company in writing at each presentation those elements of the Project and materials embodied or processes used therein which to the knowledge of Contractor incorporate or are based upon any protected rights of others and shall thereafter provide to Company full and complete information regarding the origination thereof, including titles, authors, time and place of creation and other particulars as Company shall from time to time request. The term “protected rights” means intellectual property rights developed by Contractor or third parties for purposes other than the services to be performed by Contractor. Contractor shall not incorporate or use any protected rights in the work or the Project except upon Companys prior express written consent.
Contractor shall cooperate with Company in obtaining and maintaining patent, copyright, trademark and other statutory protection for the Project and any Derivative Work. From time to time, when requested by Company, Contractor shall (and shall cause its employees, consultants, agents and subcontractors and all their employees, consultants, and agents) to execute and deliver to Company all documents required by Company to record, acknowledge or perfect Companys rights in the work and the Project and all elements thereof and materials therein throughout the world, and will fully cooperate with Company in obtaining and maintaining such rights. Without limiting the generality of the foregoing, Contractor shall execute and deliver (and cause the other persons aforementioned to execute and deliver) such assignments and consents pertaining to the copyrights, trademarks and other protected rights within ten days after Company requests the same, whether during the currency of the Construction Agreement or at any time thereafter.
Contractor will not use or allow any party to use any items which may be deemed to be the same as, or similar to, any part of the Project and preliminary materials not incorporated into the final Project delivered to Company. Contractor, and each of Contractors employees, consultants, agents or subcontractors (and their employees, consultants, or agents) who shall be involved in the development and creation of the Project or any Derivative Work, or who shall have access to any confidential information pertaining to the same shall have signed, before beginning such involvement, an agreement with Contractor with respect to protected rights and confidentiality which shall name Company as an express beneficiary thereof.
The representations, warranties, covenants and indemnities described in this Section 2.5 shall survive in perpetuity after the termination, cancellation or expiration of the Construction Agreement.
Contractor shall arrange “Contractors All Risks” insurance in the joint names of Contractor and Company and any sub-contractors with insurers satisfactory to Company for the full Contract Price during the currency of the Construction Agreement, including the maintenance and guarantee periods. This insurance shall cover against liabilities to third parties in respect of bodily injury (including death) and damages to property to the limits specified in the Construction Agreement. Contractor shall bear and pay the premium cost of such insurance. Contractor shall at its expense also insure itself and shall, until completion of the Construction Agreement (including the maintenance and guarantee periods), keep itself insured with an insurer satisfactory to Company, against all claims and liabilities from any accident or injury to any person employed by Contractor or by any sub-contractor on or in connection with the work, and shall ensure that all sub-contractors are similarly insured in respect of their employees. Copies of such policies shall be delivered by Contractor to Company upon request.
Contractor shall indemnify Company, its employees and agents against all losses, liabilities, claims and expenses which may arise from the death of, or injury to, any person employed or engaged by Contractor or any sub-contractor on or in connection with the work.
Contractor shall conform to the requirements of all regulations, laws, orders and requirements of public, municipal and other authorities in any way affecting or applicable to the work, its performance, its safety or the safety of persons on or in the vicinity of the Original Project. Contractor shall obtain all permits or licenses of a temporary nature and give all notices required to be obtained or given under applicable laws, regulations or requirements of public, municipal and other authorities in order to perform the work, and shall pay all fees and deposits in connection therewith.
Company shall appoint a representative to act on its behalf for the purpose of administering the Construction Agreement (the “Company Representative”). The Company Representative shall be the sole judge of whether any work done and goods supplied are in accordance with the Construction Agreement and the standards and specifications provided for therein.
Contractor shall insure that the Company Representative, or any person authorized by him in writing, shall have access to the work and every part thereof, and Contractor shall provide every reasonable facility necessary for the inspection and testing of all parts of the work and all elements thereof at any place where the work is being carried out or property therefor is being stored, on or off-site.
If the Company Representative discovers in any part of the work, or material delivered to the Development for use in the work, any materials, products or equipment, or any workmanship of an inferior quality, or different from that described in the specifications or drawings, he may by written notice require Contractor to remove the goods or remedy the work at Contractors expense within a reasonable time, and all expense, loss, or damage thereby incurred shall be borne by Contractor. If in the opinion of the Company Representative any representative of, or person employed by, Contractor, or any sub-contractor in the performance of the work has misconducted himself, or is incompetent, or negligent, the Company Representative may by notice in writing require Contractor to remove him from the work and Contractor shall forthwith replace such person accordingly.
The Company Representative, during the performance of the work, may by notice in writing direct or permit Contractor to alter, amend, omit, add to or otherwise vary any of the work without prejudice to the Construction Agreement. Contractor shall comply with the notice and shall be bound by the same as those they were included within the Construction Agreement.
The difference in cost, if any (including a reasonable allowance in respect of the work already done but not required) occasioned by variations directed or permitted by the Company Representative shall be added to or deducted from the Contract Price as the case may require. The proposed amount of such difference shall be estimated by Contractor in accordance with accepted practices and submitted to the Company Representative for approval not later than five days after the variation is directed or permitted, but before the variation is done. If the Company Representative approves in writing the amount proposed as fair and reasonable, the Contract Price shall be increased or decreased accordingly and the amount of such increase or decrease shall be spread proportionately over the remaining installments for payment of the Contract Price. Contractor shall not alter the work in any way or deviate from the specifications or drawings except as directed or permitted in writing by the Company Representative.
At the beginning of each calendar week while the work is in progress Contractor shall, after consultation with the Company Representative, prepare in reasonable detail, in the form approved by Company, a statement of the work done during the preceding week, or, in the case of the first statement, since the date of commencement of the work. Contractor shall sign and deliver each progress statement and three copies thereof to the Company Representative for checking and approval.
Contractor shall give every assistance to and make available all records, invoices and accounts to the Company Representative to enable him to properly check the progress statements.
Contractor shall deliver and install each of the items set forth in the specifications set forth in the Construction Agreement in accordance with the schedule established therein. Contractor shall test prior to delivery each deliverable item and shall give Company written notice of each delivery and installation identifying the deliverable item, and no delivery shall be considered complete until Company shall have received such notice.
After final delivery and installation of the Project and all elements thereof Company shall have  [NUMBER]  days to examine and test the same. Company shall notify Contractor in writing of Companys acceptance or rejection of the Project within such  [NUMBER]  day period. Without additional compensation, Contractor shall have  [NUMBER]  days from receipt of such notice to make and install such changes as are reasonably required to correct any deficiencies set forth in Companys notice.
Unless approved by Company in writing in advance, Contractor shall not divulge to any third party the contents of the Construction Agreement or the work or any confidential business and management information of Company which becomes known to Contractor though its rendition of the work.
Contractor guarantees the work and each part thereof against any defect under normal working conditions for a period of one year after acceptance by Company pursuant to Section 2.12.2. Contractor also warrants to Company that all items delivered to Company under the Construction Agreement shall conform to all the descriptions and requirements and shall meet all performance standards in the Agreement, shall be fit and sufficient for the purpose for which they are intended, shall be in satisfactory working order, shall be composed of new and good materials and good design and workmanship and shall be free from all defects, including but not limited to defects in materials, design and workmanship.
Contractor shall at its own expense repair and/or replace in a proper working condition on a priority basis any part of the work which does not pass the performance test or otherwise are reasonably determined by Company to fail to meet the warranties described in Section 2.14.1. Contractor shall at its own expense repair or replace in a proper working condition on a priority basis the work or any part thereof proving defective during the guarantee period and shall be responsible for any damage to other parts of the work and to the property of Company which may be caused directly or indirectly by the defect or by the remedying thereof.
If any defect is not remedied by Contractor within a reasonable time after notice thereof is given to Contractor, or if necessary in Companys sole opinion in order to ensure continuity or early resumption of its operations, Company may itself or engage others to remedy the defect at the risk and expense of Contractor, but without prejudice to any other rights which Company may have against Contractor in respect of defects. The provisions of this Section 2.14 shall apply to any part of the work which may be replaced during the guarantee period until the expiration of a similar period from the date of replacement.
Contractor shall, at its sole cost, provide Company with such number of suitable personnel as Company reasonably determines during the period of 30 days after the Project opens for the general public to provide maintenance and remedial work, to ensure continuity of operations of the Original Project and early resumption in the event of any failure or apparent defect. Contractor shall bear all costs incurred in the performance of such maintenance and remedial work, including but not limited to the wages, per-diem allowances, air-fares, hotel accommodations, tools and materials, transportation, office supplies, telephone, facsimile, and other living expenses of such personnel.
In addition to any remedy otherwise available to Company, Company may terminate the Construction Agreement immediately by giving written notice to Contractor in any of the following situations:
 
(1) If Contractor breaches any of the terms and conditions of the Construction Agreement and fails to cure the breach within 30 days after receiving written notice.
(2) If Contractor becomes insolvent or shall be adjudicated a bankrupt or if its business shall come into possession or control, even temporarily, of any trustee in bankruptcy or if a receiver shall be appointed for it or should it make a general assignment for the benefit of creditors.
(3) If Contractor repeatedly breaches a material provision of the Construction Agreement (meaning a breach by Contractor more than once of the same provision or a breach on three or more occasions of any material provision of the Construction Agreement) whether or not corrected after notice.
 
    In addition to the rights of Company under Section 2.15.1, Company may terminate the Construction Agreement or any portion thereof in its sole discretion at any time without cause upon 10 business days prior written notice to Contractor.
In the event Company terminates the Construction Agreement, Contractor shall:
 
(1)   Stop the work;
(2)   Enable Company or its nominee to take possession of all constructions, goods and all other things incorporated in the work, at the Development, or purchased for incorporation in the work;
(3)   Not place any further orders or enter into any further contracts in respect of the work;
(4)   Assign to Company or its nominee, to the extent desired by Company, all rights and benefits of Company under existing commitments of third parties;
(5)   Take all reasonable steps to protect property in the possession of Contractor in which Company has or may acquire an interest;
(6)   Remove Contractors property from the Development unless otherwise agreed or directed by Company; and
(7)   Take any other action relating to the termination of the work as Company reasonably requires.
 
   In addition to Companys rights at law on account of a breach of the Construction Agreement by Contractor, Company shall have the following rights and remedies, all of which shall be cumulative:
 
(1) Contractor shall indemnify and hold Company harmless against any and all damages and losses of Company, including without limitation, claims made by third parties, due to Contractors breach of the Construction Agreement.
(2) Company may retain or require the delivery to it of any and all preliminary materials or the work products which have been completed until the date of the termination of the Construction Agreement. Company shall pay Contractor for partial deliveries requested by it or materials retained in its discretion such amounts as shall be determined on a pro-rated basis of the Contract Price, subject to its right of set-off on account of damages incurred by reason of Contractors breach of the Construction Agreement and less any amounts previously paid.
 
In the event Company terminates the Agreement without cause prior to the payment of the Contract Price, Company shall pay Contractor (less any amounts previously paid):
 
(1)  The contract value of all work completed in accordance with the Construction Agreement and all incomplete work to the state to which it had progressed to the date of termination;
(2)  The cost of goods properly ordered for the work but not incorporated therein for which Company had paid, or which it is legally bound to pay, but in the latter case only at the time when payment is due;
(3)  The cost of services properly sub- contracted for which Contractor is legally bound to pay, but only at the time when payment is due;
(4)  The reasonable cost of Contractor removing from the Development;
(5)  An amount to compensate Contractor for loss or damage directly attributable to the termination, as agreed between Contractor and Company, and upon failure to so agree, as adjudicated and settled by arbitration as hereinafter provided.
 
    The failure of either party to comply with the terms and conditions of the Construction Agreement because of an act of God, strike, labor trouble or fire, earthquake, act of public enemies, international conflict, actions of any governmental authorities, unavailability of power, transportation, or any other reason beyond the control of such party, including its sub-contractors, shall not be deemed a breach of this Agreement.
Contractor shall indemnify and hold Company harmless against all claims and liens of sub-contractors or for goods, labor or services provided in connection with the performance of the work. Company, on becoming aware of any such claim or lien, shall have the right to withhold the amount involved plus 25% thereof to recover any costs and expenses from any payment to Contractor until the claim or lien is paid, discharged or released. As a condition precedent to the final installment of the Contract Price, Company shall require Contractor to execute a release to Company from all claims, demands, debts, accounts, actions and proceedings arising under or by virtue of the Construction Agreement, any prior agreement between Company and Contractor (oral or written), or out of their performance; and to furnish satisfactory evidence that all claims or demands against and debts due by Contractor which might remain or become a lien or charge against the work or Company have been paid.
All claims, disputes and other matters in question between the parties to this Agreement arising out of or relating to this Agreement or the breach thereof shall be decided by arbitration in  [LOCATION]  under the rules of the __________________.
Notice of the demand for arbitration shall be served in writing upon the other party. The demand shall be made within a reasonable time after the claim, dispute or other matter in question has arisen.
Any award rendered by the arbitrators shall be final and binding upon the parties as to matters of law and fact and shall be non-appealable.
The arbitrators shall have the power to award costs, including reasonable attorneys fees, to the prevailing party in any such arbitration.
All notices, including without limitation, notice of legal action, shall be in writing and sent by mail or facsimile transmission to the representatives of the parties set forth below. All mailed notices shall take effect upon receipt.
Company:  __________________
___________________________
___________________________
 
Contractor: Appropriate information will be described 
In the performance of services, Contractor will be acting as an independent contractor. Nothing contained herein shall be construed as creating the relationship of principal and agent or employer and employee (excepting solely as to copyright matters) between Company and Contractor, or between Company and Contractors personnel.
No provision may be waived or modified except by a writing signed by both parties. The Construction Agreement and all exhibits and attachments thereto shall supersede all agreements and understandings between the parties and shall constitute the only agreement between Company and Contractor.
All materials attached to this RFP or supplied to Contractor during its efforts to make a Proposal to Company, shall remain the property of Company and is being loaned to each candidate on a confidential basis. Such materials and all copies thereof shall be returned to Company within 30 days after Contractors submittal of the Proposal to Company.
THIS RFP IS NOT A LEGALLY BINDING DOCUMENT, but a request for submissions of Proposals on the terms and conditions described herein. Company will be bound only upon execution of a formal Pre-Construction Agreement and Construction Agreement.
Company
__________________________________
BY  ______________________________
Its  _______________________________
Dated: ____________________________
 
 

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