005000.2025.0087.pdf

STANDARD FORM OF AGREEMENT

BETWEEN OWNER AND CONTRACTOR

ON THE BASIS OF A STIPULATED PRICE

THIS AGREEMENT is by and between Franklin County Board of Supervisors, Franklin County, VA (hereinafter called OWNER) and . (hereinafter called CONTRACTOR).

OWNER and CONTRACTOR, in consideration of the mutual covenants hereinafter set forth, agree as follows:

ARTICLE 1 - WORK

1.01 CONTRACTOR shall complete all Work as specified or indicated in the Contract Documents. The

Work is generally described as follows:

The project is generally described as installing a Whole Building Generator System consisting of 1,000 KW Diesel Generator, Enclosure, Lights, Panelboard, Receptacle, Belly Tank, Fuel Polisher, Control Kit to upgrade an existing Manual Transfer Switchgear to and Automatic Unit, Concrete Pad, Feeder Circuits, Branch Circuits, Conduits, grounding, interconnections, control equipment, grading, seeding, diesel fuel, testing and etc. The Contractor shall make all interconnections for equipment and bolt that equipment to the pads, provide all diesel fuel, control equipment and wiring, all conduits, grading, trenching, backfill, main pad and pads, all 480V, 277V, and 120V wiring, secondary wiring, generator lights, generator receptacle, generator panel, labels, setup testing and etc. BID No. 06022026-1400

ARTICLE 2 - THE PROJECT

2.01 The Project for which the Work under the Contract Documents shall be the whole is generally described as follows:

The project is generally described as installing a Whole Building Generator System consisting of 1,000 KW Diesel Generator, Enclosure, Lights, Panelboard, Receptacle, Belly Tank, Fuel Polisher, Control Kit to upgrade an existing Manual Transfer Switchgear to and Automatic Unit, Concrete Pad, Feeder Circuits, Branch Circuits, Conduits, grounding, interconnections, control equipment, grading, seeding, diesel fuel, testing and etc. The Contractor shall make all interconnections for equipment and bolt that equipment to the pads, provide all diesel fuel, control equipment and wiring, all conduits, grading, trenching, backfill, main pad and pads, all 480V, 277V, and 120V wiring, secondary wiring, generator lights, generator receptacle, generator panel, labels, setup testing and etc. BID No. 06022026-1400

ARTICLE 3 - ENGINEER

3.01 The Project has been designed by Stratus, who is hereinafter called ENGINEER and who is to act as OWNER’s representative, assume all duties and responsibilities, and have the rights and authority assigned to ENGINEER in the Contract Documents in connection with the completion of the Work in accordance with the Contract Documents.

ARTICLE 4 - CONTRACT TIMES

4.01 Time of the Essence

A. All time limits for Milestones, if any, Substantial Completion, and completion and readiness for final payment as stated in the Contract Documents and below are of the essence of the Contract.

4.02 Dates for Substantial Completion and Final Payment

A. The Work associated with the project will be substantially completed on or before February 18, 2027, and will be fully completed with all systems fully operational, all punchlist work completed and the work fully acceptable to the Owner and ready for final payment in accordance with paragraph 14.07 of the General Conditions on or before February 25, 2027.

4.03 Liquidated Damages

A. CONTRACTOR and OWNER recognize that time is of the essence of this Agreement and that OWNER will suffer financial loss if the Work is not completed within the times specified in paragraph 4.02 above, plus any extensions thereof allowed in accordance with Articles 9, 10, 14 of the General Conditions.

The parties also recognize the delays, expense, and difficulties involved in proving in a legal or arbitration proceeding the actual loss suffered by OWNER if the Work is not completed on time. Accordingly, instead of requiring any such proof, OWNER and CONTRACTOR agree that as liquidated damages for delay (but not as a penalty), CONTRACTOR shall pay OWNER $1,000.00 for each day that expires after the time specified in paragraph 4.02 for Substantial Completion until the Work is substantially complete. After Substantial Completion, if CONTRACTOR shall neglect, refuse, or fail to complete the remaining Work within the Contract Time or any proper extension thereof granted by OWNER, CONTRACTOR shall pay OWNER $1,000.00 for each day that expires after the time specified in paragraph 4.02 for final completion and readiness for final payment until the Work is completed and ready for final payment.

ARTICLE 5 - CONTRACT PRICE

5.01 OWNER shall pay CONTRACTOR for completion of the Work in accordance with the Contract Documents an amount in current funds equal to the sum of the amounts determined pursuant to paragraph 5.01.A below:

A. For all Work, at the prices stated in CONTRACTOR’S Bid, attached hereto as an exhibit.

ARTICLE 6 - PAYMENT PROCEDURES

6.01 Submittal and Processing of Payments

A. CONTRACTOR shall submit Applications for Payment in accordance with Article 14 of the General Conditions. Applications for Payment will be processed by ENGINEER as provided in the General Conditions.

6.02 Progress Payments; Retainage

A. OWNER shall make progress payments on account of the Contract Price on the basis of CONTRACTOR’S Applications for Payment reviewed on or about the third Thursday of each month with payment following in the next month during performance of the Work as provided in paragraphs 6.02.A.1 and 6.02.A.2 below. All such payments will be measured by the schedule of values established in paragraph

14.01 of the General Conditions or, in the event there is no schedule of values, as provided in the General Requirements:

1. Prior to Substantial Completion, progress payments will be made in an amount equal to the percentage indicated below but, in each case, less the aggregate of payments previously made and less such amounts as ENGINEER may determine or OWNER may withhold (for unsettled claims, liquidated damages, extended administration fees or other costs relating to items in paragraph 14.02 of the General Conditions), in accordance with Article 14 of the General Conditions:

a. 95% of Work completed (with the balance being retainage) ; and

b. 0% of cost of materials and equipment not incorporated in the Work and stored off site.

2. Upon Substantial Completion, OWNER shall pay an amount sufficient to increase total payments to CONTRACTOR to 95% of the Work completed, less such amounts as ENGINEER or OWNER shall determine in accordance with paragraph 14.02 of the General Conditions, or for unsettled claims, liquidated damages pursuant to above paragraph 4.03, or other grounds under the Contract Documents for which Owner is entitled to withhold payment, and less 100% of ENGINEER’s estimate of the value of Work to be completed or corrected as shown on the tentative list of items to be completed or corrected attached to the certificate of Substantial Completion.

6.03 Final Payment

A. Upon final completion and acceptance of the Work in accordance with paragraphs of 14.07 of the General Conditions, including the Contractor’s having corrected all work that was nonconforming as provided by Article 13 of the General Conditions, OWNER shall pay the remainder of the Contract Price as recommended by ENGINEER as provided in said paragraphs of 14.02, unless Owner has grounds under the Contract Documents to withhold payments.

ARTICLE 7 - INTEREST

7.01 All moneys not paid when due as provided in Article 14 of the General Conditions shall bear interest at the rate of 6% per annum.

ARTICLE 8 – CONTRACTOR’S REPRESENTATIONS

8.01 In order to induce OWNER to enter into this Agreement CONTRACTOR makes the following representations:

A. CONTRACTOR has examined and carefully studied the Contract Documents and the other related data identified in the Bidding Documents.

B. CONTRACTOR has visited the Site and become familiar with and is satisfied as to the general, local, and Site conditions that may affect cost, progress, and performance of the Work.

C. CONTRACTOR is familiar with and is satisfied as to all federal, state, and local Laws and Regulations that may affect cost, progress, and performance of the Work.

D. CONTRACTOR has obtained and carefully studied (or assumes responsibility for having done so) all additional or supplementary examinations, investigations, explorations, tests, studies, and data concerning conditions (surface, subsurface, and Underground Facilities) at or contiguous to the Site which may affect cost, progress, or performance of the Work or which relate to any aspect of the means, methods, techniques, sequences, and procedures of construction to be employed by CONTRACTOR, including applying the specific means, methods, techniques, sequences, and procedures of construction, if any, expressly required by the Contract Documents to be employed by CONTRACTOR, and safety precautions and programs incident thereto.

E. CONTRACTOR does not consider that any further examinations, investigations, explorations, tests, studies, or data are necessary for the performance of the Work at the Contract Price, within the Contract Times, and in accordance with the other terms and conditions of the Contract Documents.

F. CONTRACTOR is aware of the general nature of work to be performed by OWNER and others at the Site that relates to the Work as indicated in the Contract Documents.

G. CONTRACTOR has correlated the information known to CONTRACTOR, information and observations obtained from visits to the Site, reports and drawings identified in the Contract Documents, and all additional examinations, investigations, explorations, tests, studies, and data with the Contract Documents.

H. CONTRACTOR has given ENGINEER written notice of all conflicts, errors, ambiguities, or discrepancies that CONTRACTOR has discovered in the Contract Documents, and the written resolution thereof by ENGINEER is acceptable to CONTRACTOR.

I. The Contract Documents are generally sufficient to indicate and convey understanding of all terms and conditions for performance and furnishing of the Work.

8.02 Costs and Attorney’s Fees: Contractor agrees to pay Owner reasonable attorney’s fees and costs incurred due to Contractor’s breach of any of the terms of the Contract Documents.

ARTICLE 9 - CONTRACT DOCUMENTS

9.01 Contents

A. The Contract Documents consist of the following:

1. This Agreement (pages 1 to 6, inclusive);

2. Performance Bond (pages 1 to 3, inclusive);

3. Payment Bond (pages 1 to 4 inclusive);

4. General Conditions of the Contract for Construction, (pages 1 to 42, inclusive);

5. Supplementary General Conditions (pages 1 to 4, inclusive);

6. Special Conditions (pages 1 to 4, inclusive);

7. Specifications as listed in the table of contents of the Project Manual;

8. Drawings consisting of a cover sheet and sheets as listed in the Drawing Index.

9. Exhibits to this Agreement (enumerated as follows):

a. Notice to Proceed

b. CONTRACTOR’s Bid

c. Documentation submitted by CONTRACTOR prior to Notice of Award and the Bid package.

d. Addendum #.

10. Invitation to Bid (including all requirements and terms set forth therein);

11. The following which may be delivered or issued on or after the Effective Date of the Agreement and are not attached hereto:

a. Written Amendments

b. Work Change Directives

c. Change Order(s).

B. The documents listed in paragraph 9.01.A are attached to this Agreement (except as expressly noted otherwise above), or incorporated herein by reference.

C. There are no Contract Documents other than those listed above in this Article 9.

D. The Contract Documents may only be amended, modified, or supplemented as provided in paragraph 3.04 of the General Conditions.

ARTICLE 10 - MISCELLANEOUS

10.01 Terms

A. Terms used in this Agreement will have the meanings indicated in the General Conditions.

10.02 Assignment of Contract

A. No assignment by a party hereto of any rights under or interests in the Contract will be binding on another party hereto without the written consent of the party sought to be bound; and, specifically but without limitation, moneys that may become due and moneys that are due may not be assigned without such consent (except to the extent that the effect of this restriction may be limited by law), and unless specifically stated to the contrary in any written consent to an assignment, no assignment will release or discharge the assignor from any duty or responsibility under the Contract Documents.

10.03 Successors and Assigns

A. OWNER and CONTRACTOR each binds itself, its partners, successors, assigns, and legal representatives to the other party hereto, its partners, successors, assigns, and legal representatives in respect to all covenants, agreements, and obligations contained in the Contract Documents.

10.04 Severability

A. Any provision or part of the Contract Documents held to be void or unenforceable under any Law or Regulation shall be deemed stricken, and all remaining provisions shall continue to be valid and binding upon OWNER and CONTRACTOR, who agree that the Contract Documents shall be reformed to replace such stricken provision or part thereof with a valid and enforceable provision that comes as close as possible to expressing the intention of the stricken provision.

10.05 Davis Bacon Act and Prevailing Wages

A. Prevailing Wages: Contractors must pay all laborers and mechanics unconditionally, at least once a week, no less than the prevailing wage and fringe benefits listed in the attached project wage determination.

B. Record Keeping: Contractors must maintain detailed payroll and basic records for every covered worker for 3 years after project completion. Required details include name, address, social security number, correct classification, hourly rates paid, daily/weekly hours worked, and deductions.

C. Certified Payrolls: Contractors must submit weekly Certified Payroll Reports alongside a signed "Statement of Compliance" to the contracting agency.

D. Withholding & Penalties: The funding agency reserves the right to withhold contract funds if workers are underpaid or if required payroll records are not submitted.

E. Site Posting: The applicable wage determination and Davis-Bacon Poster (WH-1321) must be displayed in a prominent and accessible place at the worksite.

10.05 Other Provisions

IN WITNESS WHEREOF, OWNER and CONTRACTOR have signed this Agreement in duplicate. One counterpart each has been delivered to OWNER and CONTRACTOR. All portions of the Contract Documents have been signed or identified by OWNER and CONTRACTOR or on their behalf.

This Agreement will be effective on . (which is the Effective Date of the Agreement).

OWNER: FRANKLIN COUNTY BOARD OF SUPERVISORS CONTRACTOR:

By: By:

[CORPORATE SEAL] [CORPORATE SEAL]

Attest Attest

Address for giving notices: Address for giving notices:

Franklin County Public Schools .

Rocky Mount, VA 24151 .

(If OWNER is a corporation , attach evidence of authority to sign. If OWNER is a public body, License No .

attach evidence of authority to sign and resolution (Where applicable) or other documents authorizing execution of OWNER-CONTRACTOR Agreement.) Agent for service of process:

(If CONTRACTOR is a corporation or a partnership, attach evidence of authority to sign.)

Designated Representative: Designated Representative:

Name: Name: .

Title: Title: .

Address: Address: .

Phone: Phone: .

Facsimile: Facsimile: .