1197217_10 -Exhibit-E-Terms-N-Conditions-Construction IFB 208-22-03.docx

CAPITAL METROPOLITAN TRANSPORTATION AUTHORITY

GREATER RICHMOND TRANSIT COMPANY

EXHIBIT E

CONTRACTUAL TERMS AND CONDITIONS

(CONSTRUCTION, ALTERATION OR REPAIR CONTRACT)

DEFINITIONS OF WORDS AND TERMS:

Words and terms shall be given their ordinary and usual meanings. Where used in the Contract documents, the following words and terms shall have the meanings indicated. The meanings shall be applicable to the singular, plural, masculine, feminine and neuter of the words and terms.

a) Acceptance or Accepted: Written documentation of GRTC’s determination that the Contractor’s Work has been completed in accordance with the Contract.

b) Addendum/Addenda: Written additions, deletions, clarification, interpretations, modifications or corrections to the solicitation documents issued by GRTC during the Solicitation period and prior to contract award.

c) Administrative Change: Documentation provided by GRTC to Contractor, which reflects internal GRTC procedures not affecting the Contract terms or Scope of Work.

d) Applicable Anti-Corruption and Bribery Laws” means international, federal, state, provincial and local laws, rules, regulations, directives and governmental requirements currently in effect and as they become effective relating in any way to the Contractor’s provision of goods and/or services to GRTC, including without limitation “FCPA” or any applicable laws and regulations, including in the jurisdiction in which Contractor operates and/or manufactures goods for GRTC, relating to anti-corruption and bribery.

e) “Architect/Engineer” (A/E) means a person registered in the Commonwealth of Virginia as an Architect, a Landscape Architect and/or Professional Engineer and/or a person licensed as a Professional or firm employed to provide professional architectural or engineering services and having overall responsibility for the design of a Project or a significant portion thereof, if applicable.

f) “As-Built Drawings” means drawings that show Construction of a particular structure or Work as actually completed under the Contract.

g) “Bid” means the offer of the bidder, submitted on the prescribed form, stating prices for performing the Work described in the Plans and Specifications.

h) “Bid Guarantee” or “Bid Bond” means a form of security assuring that the bidder will not withdraw a Bid within the bid acceptance period and will execute a contract and furnish required bonds and insurance within the time specified in the bid.

i) Bidder/Proposer or Offeror: Individual, association, partnership, firm, company, corporation or a combination thereof, including joint ventures, submitting a bid/proposal to perform the Work.

j) Buyer: Individual designated by GRTC to conduct the Contract solicitation process, draft and negotiate contracts, resolve contractual issues and support the Project Manager during Contract performance.

k) Change Documentation: A written document agreed upon by Project Managers, which if it creates a material change to the Contract term or Scope of Work shall be executed as a Contract Amendment.

l) Change Order: Written order issued by GRTC, with or without notice to sureties, making changes in the Work within the scope of this Contract.

m) “Contract Award Date” means the date of the Contract award notice, which may take the form of a purchase order, signed Contract or Notice of Award, issued by GRTC.

n) “Contract Modification” means any changes in the terms or provisions of the Contract which are reduced to writing and fully executed by both parties

o) “Contract Sum” means the total compensation payable to the Contractor for performing the Work as originally contracted for or as subsequently adjusted by Contract Modification.

p) “Contract Term” means period of performance set forth in the paragraph entitled “Period of Performance” contained in Exhibit E.

q) "Contracting Officer" means a person with the authority to enter into, administer, and/or terminate contracts and make related determinations and finding on behalf of GRTC. The term includes certain authorized representatives of the Contracting Officer acting within the limits of their authority as delegated by the Contracting Officer

r) “Contractor” or “Prime Contractor” means the entity that has assumed the legal obligation to perform the Work as identified in the Contract.

s) “Construction” means the building, alteration, or repair (including dredging, excavating, and painting) of structures, or other real property improvement.

t) Construction Manager: The individual designated by GRTC to administer the Contract and be the Contractor’s primary point of contact. The Construction Manager will approve orders, receipts, invoices and document the Contractor’s performance, but has no contracting authority. This Person may be the Project Manager.

u) Contract Amendment: A written change to the Contract modifying, deleting or adding to the terms or scope of work, signed by both parties, with or without notice to the sureties.

v) Contract or Contract Documents: The writings and drawings embodying the legally binding obligations between GRTC and the Contractor for completion of the Work.

w) Contract Period: The period of time during which the Contractor shall perform the Services or Work under the Contract.

x) Contract Price: Amount payable to the Contractor under the terms and conditions of the Contract for the satisfactory performance of the Services or Work under the Contract.

y) Contractor/Prime Contractor: The individual, association, partnership, firm, company, corporation, or combination thereof, including joint ventures, contracting with GRTC for the performance of Services or Work under the Contract.

z) Cost Analysis: The review, evaluation and verification of cost data and the evaluation of the specific elements of costs and profit. Cost analysis is the application of judgment utilizing criteria to project from the data to the estimated costs in order to form an opinion on the degree to which proposed costs represent what the Contract should cost, assuming reasonable economy and efficiency.

aa) Day: Calendar Day. In computing any period of time established under this Contract, the day of the event from which the designated period of time begins to run shall not be included, but the last day shall be included unless it is a Saturday, Sunday, or Federal or State of Virginia holiday, in which event the period shall run to the end of the next business day.

ab) DBE: Disadvantaged Business Enterprise

ac) “Deliverables” means (i) any deliverables or other work product that will be generated, prepared, created, or developed by the Contractor (or such third parties as the Contractor may be permitted to engage) at any time following the effective date of the Contract for the use by GRTC under the Contract or (ii) the meaning set forth Exhibit IT to the extent such exhibit is incorporated by reference in the Contract, as applicable.

ad) Documentation: Technical publications relating to the use of the Work to be provided by Contractor under this Contract, such as reference, user, installation, systems administration, and technical guides, delivered by the Contractor to GRTC.

ae) Engineer of Record: The licensed professional engineer, or his/her designee, that has signed and sealed the construction plans; also referred to as the “Engineer.”

af) “FAR” means the Federal Acquisition Regulations codified in 48 C.F.R. Title 48.

ag) “FCPA” means the United States Foreign Corrupt Practices Act, 15 U.S.C. §§ 78dd-1, et seq., as amended

ah) Final Acceptance or Final Completion: The point when GRTC acknowledges that the Contractor has performed the entire Work in accordance with the Contract.

ai) FTA: Federal Transit Administration.

aj) “Force Majeure Event” means strikes, lockouts, or other industrial disputes; explosions, epidemics, civil disturbances, acts of domestic or foreign terrorism, wars within the continental United States, riots or insurrections; embargos, natural disasters, including but not limited to landslides, earthquakes, floods or washouts; interruptions by government or court orders; declarations of emergencies by applicable federal, state or local authorities; and present or future orders of any regulatory body having proper jurisdiction.

ak) “Fully Burdened Hourly Labor Rate” means an hourly rate that includes all salary, overhead costs, general and administrative expenses, and profit.

al) “Good Industry Practice” means the exercise of the degree of skill, diligence, prudence and foresight which would reasonably and ordinarily be expected from time to time from a skilled and experienced designer, engineer, constructor, operator or maintenance provider seeking in good faith to comply with its contractual obligations, complying with all applicable laws and engaged in the same type of undertaking in the United States under similar circumstances and conditions.

am) “GRTC Data” means all data, content and information (i) submitted by or on behalf of GRTC or its customers to the Contractor or loaded into the System, (ii) obtained, developed, produced or processed by the Contractor or by the Application or System in connection with the Contract, or (iii) to which the Contractor has access in connection with the Contract, and all derivative versions of such data, content and information, and any derivative versions thereof, in any form or format.

an) “GRTC Electronic Property” means (i) any websites controlled by GRTC, (ii) any GRTC mobile device apps, (iii) any application programming interfaces (API) to GRTC’s information technology systems, (iv) any other kiosks, devices or properties for consumer interaction that are created, owned, or controlled by GRTC, and (v) versions and successors of the foregoing, any form or format now known or later developed, that may be used by customers obtaining products or services from GRTC.

ao) Owner: Greater Richmond Transit Company

ap) Person: Includes individuals, associations, firms, companies, corporations, partnerships, and joint ventures.

aq) Price Analysis: The process of examining and evaluating a price without evaluating its separate cost elements and proposed profit.

ar) Project Manager: The individual designated by GRTC to manage the project on a daily basis and who may represent GRTC for Contract administration.

as) Provide: Furnish without additional charge.

at) Reference Documents: Reports, specifications, and/or drawings that are available to Bidders for information and reference in preparing bids but not as part of this Contract.

au) IFB or Solicitation: Invitation for Bids. Also known as the solicitation document.

av) “Intellectual Property Rights” means the worldwide legal rights or interests evidenced by or embodied in: (i) any software, design, method, process, technique, apparatus, invention, discovery, or improvement, including any patents, trade secrets, and know-how; (ii) any work of authorship, including any copyrights, and any derivative works thereto; (iii) any trademark, service mark, trade dress, trade name, or other indicia of source or origin; (iv) domain name registrations; and (v) any other proprietary or similar rights. The Intellectual Property Rights of a party include all worldwide legal rights or interests that the party may have acquired by assignment or license with the right to grant sublicenses.

aw) “Manufacturing Materials” mean any completed or partially completed supplies and materials, parts, dies, jigs, fixtures, Plans, drawings, information, and contract rights specifically produced or specially acquired by the Contractor for the performance of the Work.

ax) “Minor Informality” or “Minor Irregularity” means immaterial defects or variations from the exact requirements of a solicitation that can be corrected or waived without prejudice to other bidders.

ay) “Notice of Award” means formal notice of award of the Contract to Contractor issued by the Contracting Officer.

az) “Notice to Proceed” means written authorization for the Contractor to start the Work.

ba) “Plans” and “Specifications” mean drawings, specifications, and other formal data that describes the Work to be performed if Plans and Specifications are required for the Work.

bb) “Project” means the Work as defined by the Contract Documents.

bc) “Project Manager” means the designated individual to act on behalf of GRTC, to monitor and certify the technical progress of the Contractor’s Work under the terms of this Contract.

bd) Scope of Work or Statement of Work (SOW): A section of the Request for Bids consisting of written descriptions of Services to be performed, or the goods to be provided, or the technical requirements to be fulfilled under this Contract.

be) Services: The furnishing of labor, time or effort by a Contractor, but not involving the delivery of any specific manufactured goods.

bf) Shall or Will: Whenever used to stipulate anything, Shall or Will means mandatory by either the Contractor or GRTC, as applicable, and means that the Contractor or GRTC, as applicable, has thereby entered into a covenant with the other party to do or perform the same.

bg) “Shop Drawings” means drawings describing in detail (1) the proposed fabrication and assembly of structural elements, (2) the installation (i.e., form, fit, and attachment details) of materials or equipment, (3) both, including drawings, diagrams, layouts, schematics, descriptive literature, illustrations, schedules, performance and test data, and similar materials furnished by the Contractor to explain in detail specific portions of the Work required by the Contract.

bh) Specifications or Technical Specifications: A Section of the Invitation for Bids consisting of written descriptions of Services to be performed, or the goods to be provided, or the technical requirements to be fulfilled under this Contract.

bi) “Statement of Work” means the detailed scope of work set forth in “Exhibit F” of this Contract, and which may or not reference Plans and Specifications.

bj) “Subcontract” means the contract between the Contractor and its Subcontractors.

bk) Subcontractor: The individual, association, partnership, firm, company, corporation, or joint venture entering into an agreement with the Contractor to perform any portion of the Work covered by this Contract.

bl) Submittals: Information that is submitted to the Construction Manager in accordance with the Scope of Work/Specifications.

bm) Substantial Completion: means that the Work is sufficiently complete, in accordance with the terms of this Contract, so that GRTC may use or occupy the Work, or Contractor’s designated portion of the overall Project, for the intended purpose, as determined by GRTC in its sole discretion.

bn) VDMBE: Virginia Department of Minority Business Enterprise.

bo) VDOT: Virginia Department of Transportation

bp) Work: means all labor, plant, materials, manufacture and fabrication of components, facilities, and all other things, which are required by the Statement of Work and/or the Plans and Specifications to be performed by the Contractor under this Contract.

bq) “Work Site” means the location of the premises where the Work is being performed.

br) “Works” means any tangible or intangible items or things that have been or will be specifically, generated, prepared, created, or developed by the Contractor (or such third parties as the Contractor may be permitted to engage) at any time following the effective date of the Contract, for the exclusive use of, and ownership by, GRTC under the Contract, including but not limited to any (i) works of authorship (such as literary works, musical works, dramatic works, choreographic works, pictorial, graphic and sculptural works, motion pictures and other audiovisual works, sound recordings and architectural works, which includes but is not limited to manuals, instructions, printed material, graphics, artwork, images, illustrations, photographs, computer software, scripts, object code, source code or other programming code, HTML code, data, information, multimedia files, text web pages or web sites, other written or machine readable expression of such works fixed in any tangible media, and all other copyrightable works), (ii) trademarks, service marks, trade dress, trade names, logos, or other indicia of source or origin, (iii) ideas, designs, concepts, personality rights, methods, processes, techniques, apparatuses, inventions, formulas, discoveries, or improvements, including any patents, trade secrets and know-how, (iv) domain names, (v) any copies, and similar or derivative works to any of the foregoing, and (vi) all documentation and materials related to any of the foregoing.

1. TYPE OF CONTRACT

This is a fixed price lump sum Contract.

2. PERIOD OF PERFORMANCE

The Contractor shall complete all work no later than one hundred eighty (180) Calendar Days from the date of the Notice to Proceed. The Contractor is not authorized to proceed with any Work under this Contract without a written Notice to Proceed issued by GRTC. All Work performed or expenses incurred by the Contractor prior to the Contractor's receipt of the Notice to Proceed shall be at the Contractor's sole risk.

3. PERFORMANCE AND PAYMENT BONDS

a) Performance Bond. If the Contract Sum exceeds $100,000.00, the Contractor shall provide a Performance Bond to ensure the faithful performance of all Contractor’s obligations under the Contract Documents in an amount equal to the Contract Sum.

b) Payment Bond. If the Contract Sum exceeds $25,000.00, the Contractor shall provide a Payment Bond to guarantee the Subcontractors and material suppliers on the Project will be paid in an amount of the Contract Sum.

c) The Contractor shall be required to submit all required bonds to the Contracting Officer within ten (10) days from the date of Contract Award Date. Upon receipt of the payment and/or performance bond, the Bid Guarantee, if applicable, shall be returned to the Contractor.

d) Performance and Payment Bonds shall be issued in an amount of one hundred percent (100%) of the Contract Sum by a surety company listed in the latest United States Treasury Department Circular 570, be authorized to do business in Virginia and have an underwriting limitation equal to or greater than the penal sum of the bond. If any surety upon any bond furnished in connection with the Contract becomes insolvent, or otherwise not authorized to do business in the State, the Contractor shall promptly furnish equivalent security to protect the interest of GRTC and of persons supplying labor, materials and/or equipment in the prosecution of the Work.

e) Each bond shall be accompanied by a valid Power-of-Attorney, issued by the surety company and attached, signed and sealed, with the corporate embossed seal, to the bond, authorizing the agent who signs the bond to commit the surety company to the terms of the bond, and stating on the face of the Power-of-Attorney the limit, if any, in the total amount for which he/she is empowered to issue a single bond.

f) A surety bond rider increasing the dollar amount of any payment and performance bond will be required for any Change Order that increases the Contract Sum.

g) In addition, GRTC may request a surety bond increasing the dollar amount if:

i. any surety upon any bond furnished with this Contract becomes unacceptable to GRTC; or

ii. any surety fails to furnish reports on its financial condition as required by GRTC.

3. INSURANCE

The Contractor shall furnish proof of GRTC-stipulated insurance requirements specified below. All insurance policies shall be primary and non-contributing with any other valid and collectible insurance or self-insurance available to GRTC and shall contain a contract waiver of subrogation in favor of GRTC. The Contractor shall furnish to GRTC certificate(s) of insurance evidencing the required coverage and endorsement(s) and, upon request, a certified duplicate original of any of those policies. Prior to the expiration of a certificate of insurance, a new certificate of insurance shall be furnished to GRTC showing continued coverage. Each policy shall be endorsed to provide thirty (30) days written notice of cancellation or non-renewal to GRTC and GRTC shall be named as an Additional Insured under each policy, except Professional Liability insurance if required by this Contract. All insurance policies shall be written by reputable insurance company or companies acceptable to GRTC with a current Best’s Insurance Guide Rating of A+ and Class XIII or better. All insurance companies shall be authorized to transact business in the State of Virginia. The Contractor shall notify GRTC in writing of any material alteration of such policies, including any change in the retroactive date in any “claims-made” policy or substantial reduction of aggregate limits, if such limits apply or cancellation thereof at least thirty (30) days prior thereto. The below requirements only represent the minimum coverage acceptable to GRTC and these requirements are not intended to represent the maximum risk or the maximum liability of the Contractor. The Contractor shall be responsible for setting its own insurance requirements, if any, for the kind and amounts of insurance to be carried by its Subcontractors in excess of the insurance required by GRTC.

The Contractor shall carry and pay the premiums for insurance of the types and in the amounts stated below.

GRTC MINIMUM COVERAGE REQUIREMENTS

a) Comprehensive General Liability Insurance Coverage with limits of not less than Ten Million Dollars and No/100 Dollars ($10,000,000) per occurrence Combined Single Limit of Liability for Bodily Injury and Property Damage with an aggregate of Five Million Dollars and No/100 Dollars ($5,000,000) with coverage that includes:

(i) Products and Completed Operations Liability

(ii) Independent Contractors

(iii) Personal Injury Liability extended to claims arising from employees of Contractor and GRTC.

(iv) Contractual Liability pertaining to the liabilities assumed in the agreement.

b) Workers’ Compensation Insurance providing statutory limits in accordance with the Virginia Workers’ Compensation Act and/or other State or Federal law as may be applicable to the work being performed under this Contract.

c) Business Automobile Liability Insurance with minimum coverage limits of not less than Two Million Dollars and No/100 Dollars ($2,000,000) with combined single limit of One Million Dollars and No/100 Dollars ($1,000,000), covering all owned, hired and non-owned automobiles used in connection with work for Bodily Injury and Property Damage.

d) Employer Liability Insurance with minimum limits of Five Million Dollars and No/100 Dollars ($5,000,000).

e) Professional Liability Insurance covering negligent acts, errors and omissions arising from the Contractor's work to pay damages for which the Contractor may become legally obligated. Minimum limits of liability shall be not less than One Million Dollars and No/100 Dollars ($1,000,000) on an annual aggregate basis.

f) Umbrella liability coverage with limits not less than Fifteen Million Dollars and No/100 Dollars ($15,000,000).

g) Technology Error’s & Omissions Insurance: Combined Technology & Omissions Policy with a minimum One Million Dollars and No/100 Dollars ($1,000,000) claim limit, including (a) Professional Liability Insurance covering negligent acts, errors and omissions arising from the Contractor's work to pay damages for which the Contractor may become legally obligated (such coverage to be maintained for at least two (2) years after termination of this contract, which obligation shall expressly survive termination of this contract; and (b) Privacy, Security and Media Liability Insurance providing liability for unauthorized access or disclosure, security breaches or system attacks, as well as infringement of copyright and trademark that might result from this contract.

h) Builders Risk/Equipment Installation insurance covering the full value of the construction values at risk. Insurance should provide coverage for all perils and provide Replacement Cost for the equipment and construction materials in the event of a loss.

i) Cyber endorsement in favor of GRTC on General Liability Policy: Two Million Dollars and no/100 ($2,000,000)

j) Third Party extension in favor of GRTC endorsement on Privacy, Security and Media Policy: One Million Dollars and no/100 ($1,000,000)

k) The Contractor, and all of its insurers shall, in regard to the above stated insurance, agree to waive all rights of recovery or subrogation against GRTC, its directors, officers, employees, agents, successors and assigns, and GRTC’s insurance companies arising out of any claims for injury(ies) or damages resulting from the work performed by or on behalf of the Contractor under this Contract and/or use of any GRTC premises or equipment under this Contract.

l) Each insurance policy shall contain the following endorsements: PRIMARY AND NON-CONTIBUTORY INSURANCE and WAIVER OF TRANFER OF RIGHTS OF RECOVERY AGAINST OTHERS, which shall be evidenced on the Certificate of Insurance. The General Liability insurance shall include contractual endorsement(s) which acknowledge all indemnification requirements under the Agreement. All required endorsements shall be evidenced on the Certificate of Insurance. Proof that insurance coverage exists shall be furnished to GRTC by way of a Certificate of Insurance before any part of the Contract work is started.

m) If any insurance coverage required to be provided by the Contractor is canceled, terminated, or modified so that the required insurance coverages are no longer in full force and effect, GRTC may terminate this Contract or obtain insurance coverages equal to the required coverage, the full cost of which will be the responsibility of the Contractor and shall be deducted from any payment due the Contractor.

n) If any part of the Contract is sublet, Contractor shall be liable for its Subcontractor's insurance coverages of the types and in the amounts stated above and shall furnish GRTC with copies of such Certificates of Insurance. No delay in the work caused by the Contractor’s enforcement of its Subcontractor’s insurance requirements shall be excusable delay in the contract. In the event a Subcontractor is unable to furnish insurance in the limits required under the Contract, the Contractor shall endorse the Subcontractor as an ADDITIONAL INSURED on the Contractor's policies.

o) All insurance required to be maintained or provided by the Contractor shall be with companies and through policies approved by GRTC. GRTC reserves the right to inspect in person, prior to the commencement of the Contract work, all of the Contractor's insurance policies required under this Contract.

p) If the Contractor has procured insurance at the time of the Contractor's submission of the Contractor’s bid, proof of the required insurance should be submitted with the Contractor's bid or proposal. Alternatively, the Contractor is requested to submit evidence of a commitment from an insurance company or companies, or a duly licensed agent, that the Contractor has made arrangements for the required insurance. If the bid or proposal is considered for award, and the Contractor has not previously furnished either the proof of insurance or evidence of commitment, the Contractor will be required to provide proof of the insurance or evidence of a commitment within five (5) days of request. If the Contractor is awarded the bid, and has submitted evidence of commitment rather than proof of the required insurance, the Contractor must furnish proof of the required insurance within five (5) days of the award of the contract. The Certificate of Insurance must indicate the Contract number and description. The insurance certificate should be furnished to the attention of the Contracting Officer.

q) The Contractor and its lower tier Subcontractors are required to cooperate with GRTC and report all potential claims (workers’ compensation, general liability and automobile liability) pertaining to this Contract to GRTC’s Director of Procurement.

4. LIQUIDATED DAMAGES

In the event that all work to be performed is not completed in accordance with the project completion date proposed by the contractor in the Bid and set forth in the Agreement, one thousand dollars ($1000.00) per day shall be paid to GRTC by Contractor, or shall be deducted from any amount due to the Contractor by GRTC, as “Liquidated Damages” for every day or part thereof that the performance of the Contract shall remain incomplete as set forth in the Technical Specifications.

Time is of the essence under this Agreement.

If the Contractor fails to accomplish Final Completion of the Work in accordance with the Contract Documents within the time stated in the Bid and the Agreement or within any time as extended in writing by the Owner, the Contractor shall pay to the Owner the sum specified as liquidated for each and every calendar day after the date agreed upon by the parties for Final Completion has passed until Final Completion of the Work is accomplished.

The above sums are agreed upon by the parties as the liquidated damages, and not a penalty, that the Owner will suffer by reason of the delay by the Contractor in accomplishing Completion of the Work, resulting in the inability of the Owner to use the improvements at the time agreed upon the parties for Completion. The Owner may deduct and retain liquidated damages out of any monies which may be due, or become due, to the Contractor.

5. INCENTIVIZED COMPLETION

Contractor is advised that GRTC will pay a lump sum incentive in the amount of $1,000 per calendar day for each day the contractor completes the Work and achieves Final Completion prior to the proposed contractual completion date as defined in Section 3-2.

The contractor is advised that this is a “no excuses” incentive and will not be adjusted for any reason, cause or circumstances whatsoever, even if the alleged cause or reason or circumstances was in whole or in part the fault of the Owner or an act of God or parties or circumstances beyond the control of the Contractor.

The parties anticipate that delays may be caused by or arise from any number of events during the course of this Contract including, but not limited to: work performed, work deleted, work orders, supplemental agreements, delays, disruptions, differing site conditions, utility conflicts, design changes or defects, time extension, extra work, overruns, nearby or adjacent projects, right of way issues, permitting issues, actions of suppliers, subcontractors or other contractors, actions of third parties and their agents, shop drawing approval, process delays, expansion of the physical limits of the project, weather, weekends, holidays, suspension of contract work, lump sum maintenance of traffic adjustments, conditions, circumstances, or potential damages on or pertaining to or as arising out of the Contract, or other events, forces, or factors sometimes experienced in highway and bridge construction work. All costs or impacts incurred by the Contractor to achieve the incentive, including but not limited to, prime mark-up impacts, extended or absorbed home office or job site overhead, or lost profits shall be the sole responsibility of the Contractor if the Contractor chooses to accept the no excuse incentive.

In order to receive the “no excuses” incentive for Final Completion the Contractor shall:

a) Obtain Final Completion of the project on or before the Final Completion Date.

b) Notify the Engineer in writing no later than 14 days after Final Completion Date and acceptance that the Contractor elects to be paid the “no excuses” incentive based on achieving the Final Completion Date. The Contractor will be required to sign a form supplied by the Owner which shall include a statement by the Contractor that the project has obtained Final Completion as defined herein and shall include a full and complete release and acknowledgment of satisfaction by the Contractor of any and all claims, causes, actions, issues, demands, disputes, and matters of controversy of any nature or kind whatsoever for all work performed from the commencement of the Contract until the Owner’s issuance of Final Acceptance of the Work. This release and acknowledgement of satisfaction shall be all-inclusive and absolute.

Should the Contractor fail to achieve Final Completion or should the Contractor, having obtained Final Completion, fail to request the ‘no excuses’ incentive for Final Completion for any reason, including but not limited to the Contractor choosing not to fully release and acknowledge satisfaction as set forth in 2 herein, the Contractor shall have no rights to any incentive payment whatsoever under this article.

If the Contractor elects to exercise the “no excuses” incentive payment provision, should this provision conflict with any other provision in the Agreement or Contract Documents; the Agreement shall be interpreted in accordance with the provisions herein.

These incentives are established in order to minimize the inconvenience to GRTC operating bus transfer services in another location and to minimize impact of construction operations on parking availability in and adjacent to the project site.

6. PERMITS

The Contractor is responsible for ensuring that all permits required to perform the work are obtained and that all conditions of those permits are met throughout the duration of the project. Permits will be the responsibility of the Contractor to obtain. All charges and expenses associated with obtaining permits or meeting the conditions of the permits shall be the responsibility of the Contractor. The permits required for this project include, but are not limited to:

City of Richmond Work in Streets Permit. See https://www.rva.gov/public-works/right-way-management for more information.

City of Richmond Land Disturbance Permit. See https://www.rva.gov/public-utilities/permits for more information.

City of Richmond Storm Drainage Permit. See https://www.rva.gov/public-utilities/permits for more information.

7. INSPECTOR

The Inspector is authorized by GRTC to inspect and approve all Work and materials. In case of any dispute arising between the Contractor and the Inspector over materials furnished or the manner of performing the Work, the Inspector has the authority to reject material or suspend Work until the dispute is resolved by the Construction Manager. The Inspector is not authorized to revoke, alter, enlarge, relax or waive any requirements of the Contract Documents or to approve or accept any portion of the Work or issue instructions contrary to the Contract Documents.

The Construction Manager, Engineer, and Inspector shall have access at all times to all of the Work.

8. SUPERINTENDENT

The Contractor shall supervise the Work and shall be represented by a Superintendent who shall have full authority to act on behalf of the contractor as the Contractor's agent and representative. The Superintendent or Contractor shall be on duty at all times while the Work is being done.

9. NO DEVIATION FROM CONTRACT DOCUMENTS BY THE CONTRACTOR

In performing the Work, the Contractor shall not deviate from the Contract Documents without the written consent of the Engineer and the Owner. If the Contractor does deviate from the Contract, it shall correct the deviation at its expense in a manner satisfactory to the Engineer and the Owner.

10. INTERPRETATION OF CONTRACT DOCUMENTS

In case of discrepancy between or among the Contract Documents, the Engineer shall make all interpretations that are necessary to fulfill the intent of the Contract Documents. The Engineer's interpretation shall be binding on the Contractor.

The Contractor shall verify all figures on the Plans and shall be responsible for the proper coordination of all dimensions as well as all different parts of the Work.

11. DISCREPANCIES

The Contractor shall immediately report to the Engineer, in writing, all discrepancies, that it finds between the Contract Documents and site conditions and any inconsistencies or ambiguities in the Contract Documents. The Engineer shall promptly correct such discrepancies, inconsistencies, or ambiguities in writing. Work done by the Contractor after it discovers such discrepancies, inconsistencies, or ambiguities, but before the Engineer has provided a written correction, shall be performed at the Contractor's risk.

12. CONTRACTOR’S RESPONSIBILITY FOR THE WORK

The Contractor shall be responsible for the Work and shall take all precautions to prevent injuries to persons and property on or about the Work. The Contractor shall bear all losses resulting from any difference in the amount or character of the Work from what the Contractor estimated or expected, or from any difference in the nature of the land in which or on which the Work is done from what the Contractor expected. The Contractor shall defend, indemnify and hold harmless, the Owner, its officers, and agents from all claims relating to labor and materials furnished for the Work; from all claims for violation of patents, trademarks and copyrights used in performing the Work; from injuries to any person performing the Work; from improper materials, implements or labor used; and from any act, omission or neglect of the Contractor, any subcontractor or their employees.

Until Final Acceptance of the Work, the Work shall be under the charge of the Contractor, and the Contractor shall take all necessary precautions against injury or damage to the Work or to any part of the Work from any cause whatsoever, whether arising from the execution or the non-execution of the Work.

Unless otherwise agreed to by the owner in writing, the Contractor shall rebuild, repair, restore and make good, at his expense, all injuries or damage to the Work occasioned by any of the above causes before Final Acceptance of the Work.

13. INCREASED OR DECREASED WORK

The Owner may increase or decrease the value of the Work at any time, with or without the agreement of the Contractor. The Owner may increase or decrease the Work by adding, omitting or relocating sections, whether shown on the Plans or not.

If the increase, decrease, or relocation of the Work is substantially the same in nature as the remainder of the Work, then the Contract Price shall be adjusted based on the unit prices contained in the Contract Documents. Whenever additional work involves a substantial change in the nature of the design of the Work or in the type of construction, the additional Work shall be performed in accordance with the specifications and as directed by the Engineer, provided, however, that before the Contractor begins to perform the additional Work, a Change Order shall be executed by the parties.

14. CORRECTION OF WORK

The Contractor shall promptly remove from the premises all work rejected by the Engineer or Inspector for failure to comply with the Contract Documents, whether the rejected work is incorporated into the Work or not. After removing the rejected work, the Contractor shall promptly replace and re-execute the work in accordance with the Contract Documents, without expense to the Owner. The Contractor shall repair, at its own expense, all work of other contractors that is destroyed or damaged by the Contractor or any subcontractor.

All removal and replacement work shall be performed at the Contractor's expense. If the Contractor does not remove rejected work within ten (10) calendar days after it receives written notice from the Owner or Engineer to remove it, the Owner may remove the rejected work, and store the materials, at the expense of the Contractor.

15. EXISTING UTILITIES

The location of existing sewers, water and gas pipes, conduits, and other utilities across, along or under the area of the Work are not necessarily shown on the Contract Documents, and if shown, the description, composition, location, depth and dimensions of those structures may not be correct. The Owner shall not be responsible to the Contractor for any delays or extra costs incurred by the Contractor as a result of any discrepancy between the actual location of existing structures and the Contract Documents or as built drawings. The Contractor shall have a working pipe locator on the job at all times.

The Contractor shall dig such test holes as are needed to locate existing underground structures. The contractor shall dig such test holes only after giving 48 hours prior notice to the Owner and to the owner of the underground structure.

The Contractor shall be liable for all damage to any existing structure or property arising from its negligence or carelessness. The Contractor shall protect and maintain all underground, overhead or surface utilities encountered while performing the Work.

Forty-eight (48) hours prior to commencing work, the Contractor shall contact the Utility Information Center ("Miss Utility"), telephone number 1-800-552-7001, for assistance in locating existing underground utilities.

16. SUBSURFACE CONDITIONS

The Contractor shall promptly, and except in an emergency, before such conditions are disturbed, notify the Owner in writing of subsurface or latent physical conditions at the site differing materially from those indicated in the Contract Documents; or of physical conditions at the site, either unknown or differing from those ordinarily encountered and generally recognized as inherent in work of the character provided for in the Contract Documents.

17. INDEPENDENT TESTING

The Contractor shall provide all material testing required in accordance with the 2020 VDOT Road and Bridge Specifications; however, the Owner may employ an independent testing laboratory to conduct tests of materials, supplies, machinery, tools, or other equipment supplied by the Contractor when the Owner believes it to be necessary to assure compliance with the Contract Documents. The Contractor shall cooperate with the Owner in facilitating these tests. All test results shall be furnished to the Inspector and the Engineer upon completion of the individual tests such that records can be kept up to date throughout the project. The Contractor shall notify the Inspector immediately upon receipt of a failing test result.

18. EXTRA WORK

Any work that is necessary for Completion of the Work that is not described in the Plans or Contract Documents is Extra Work and shall be paid for in one of the following manners:

a) At a price agreed upon in writing between the Contractor and Owner.

b) In the event of work covered by unit prices included in the Bid Schedule, at a price derived from application of unit prices to the quantities necessary to complete the extra work.

Change Orders shall be agreed upon prior to beginning Extra Work. Once agreed upon, the Change Order resolves and settles all claims, demands, or damages of any kind resulting to or arising out of the work set for in the Change Order, including, but not limited to delay, impact, home and field office overhead and acceleration. No Change Order shall in any manner or to any extent relieve the Contractor or his Surety of any obligation under the contract. All Change Orders given in accordance with the Agreement are a part of the Agreement and are subject to each and every term or requirement of the Agreement.

The Contractor is responsible for all damages caused by the carelessness or lack of skill of the Contractor, the subcontractors, or employees of the Contractor or subcontractor in doing Extra Work.

19. PROGRESS OF THE WORK

The Contractor shall provide an adequate force of labor and equipment to prosecute the Work to ensure the Completion of the Work within the time limit for Completion as proposed by the contractor in the Bid and set forth in the Agreement.

The Contractor shall provide all manpower and equipment necessary to meet the progress schedule. In the event periodic estimates indicate that the schedule progress is not being met, the Owner or Engineer may require the Contractor to furnish in writing to the Engineer the method the Contractor proposes to employ to bring the project into compliance with the progress schedule. The Owner may withhold payments if the Work is behind the progress schedule or otherwise not being performed in accordance with the terms of the Contract Documents.

20. TIME OF COMPLETION

Time is of the essence in performing this Contract. The Contractor shall perform and complete the Work in accordance with the Contract Documents before the expiration of the time limit proposed by the contractor in the Bid and set forth in the Agreement and any extensions of time that are agreed upon pursuant to the procedure for granting extensions of time set forth in the Contract Documents. The amount of time permitted for Completion of the Work contemplates ordinary delays to construction work of a similar character. The Contractor shall not be entitled to an extension of time or additional compensation for ordinary delays in the Completion of the Work or for delays occasioned by inclement weather or accidents. Such delays will not relieve the Contractor from maintaining the rate of progress specified herein or from completing the Work within the stipulated time limit.

If delays are caused by acts of God, acts of government, unavoidable strikes, Extra Work, or other causes or contingencies not enumerated in the preceding paragraph and if they are beyond the control or responsibility of the Contractor, the Contractor may request the Owner to allow additional time to perform and complete the Work. If the Owner determines that the delay is properly excusable, the Owner will, in writing, extend the time for completion of the Work by the amount of time that the Owner believes to be appropriate. The Contractor agrees that such extension of time shall constitute his sole remedy against the Owner for such delays. Contractor shall not have or assert any claim for, nor shall he be entitled to any additional compensation or damages on account of such delays. If the delay is due solely to the negligence of the Owner, or any of its officers or employees, the Contractor may also request from the Owner an adjustment in the Contract Price for actual costs incurred by the Contractor to perform and complete the Work. The Contractor shall be entitled to an adjustment in Contract Price only for actual costs, as that term is defined in Section 20 of this Exhibit E. If the owner determines that the delay is of the nature described in this subparagraph and that an adjustment in price is warranted, the owner may, in writing, grant an adjustment in the price for the Work in amount deemed appropriate by the Owner.

Within ten (10) calendar days from the beginning of any delay for which Contractor is entitled to an extension of time or additional compensation, the Contractor shall submit in writing to the Owner, with a copy to the Engineer, its request for adjustment in price or extension of time for the completion of the Work. Any such request shall set forth the cause and particulars of the delay, the details of the delay, and documentation supporting the extension or adjustment requested. The Owner shall review the information and documentation submitted by the Contractor and shall respond to the Contractor in writing. If the Contractor fails to comply with any requirement of this subparagraph the Contractor shall be precluded from making any claim for an adjustment in the Contract Price or extension of time for Completion of Work due to the delay. In no event shall the Owner's officers, agents or employees have any liability to the Contractor, any subcontractors, or any agents, servants or employees of the Contractor or sub-contractors with respect to or arising out of any actual or alleged delay in the Contractor's performance.

21. SHOP DRAWINGS

Contractor shall submit to the Engineer for its approval detailed Shop or Working Drawings ("Shop Drawings") when required to do so by the Engineer for the construction of any part of the Work. Any work done or materials ordered by the Contractor before the Engineer has approved the Shop Drawings relating to the Work or material shall be at the risk of the Contractor.

The Contractor shall bear the cost of preparing all Shop Drawings and blueprints. The Contractor shall all Shop Drawings and blueprints to the Engineer in electronic PDF or similar format.

All certifications, Shop Drawings and Working Drawings shall include for each product, the manufacturer's name, the type of product, the location of the manufacturer's plant, and the project name and number.

The Contractor shall furnish the Engineer with all blueprints, copies of Shop Drawings and material certifications that are required by the Engineer for approval. Upon Completion of the Work, the Contractor shall submit the original tracings to the Engineer, if the Engineer so requires.

The purpose of Shop Drawings is to demonstrate to the Engineer that the Contractor understands the design concept of the Work by indicating which equipment and material it intends to furnish and install and by detailing the fabrication and installation methods it intends to use. The Engineer's approval of Shop Drawings relates to the general concept and not the detail of the Work, and the Engineer's approval will not relieve the Contractor from responsibility for errors or omissions in dimensions or quantities. Approved Shop Drawings are not Change Orders.

If approved Shop Drawings deviate from or conflict with the Contract Documents, the Contractor shall comply with the Contract Documents.

22. FINAL ACCEPTANCE

Before Final Inspection of the Work, the Contractor shall clean up the site of the Work including all rights-of-way, and shall leave the site in a clean, neat and sanitary condition. Contractor shall remove all machinery, tools, surplus material, temporary buildings, and other structures from the site of the Work.

When the Work is complete and the area cleaned up, the Contractor shall request a Final Inspection of the Work by the Construction Manager, Engineer and Owner. After the Final Inspection, the Construction Manager shall prepare a Punch List.