18-Part C - ITB Construction STC 06 23 26.pdf

City of Alexandria

ITB 2000

Colonial Avenue Sewer Separation

Part C – Special Terms and Conditions

Part C – Construction Special Terms and Conditions

1. General Overview This section covers the Special Terms and Conditions for this Solicitation. Bidders are encouraged to thoroughly review all Solicitation Documents to ensure a responsible and responsive Bid is submitted. These Construction Special Terms and Conditions apply only to construction contracts and supplement the City’s Part D - General Terms and Conditions. In the event of a conflict or inconsistency, Part C - Construction Special Terms and Conditions governs all construction-related inspection, testing, acceptance, and correction of the Work.

2. Change Management - Work

2.1. Change Orders

The City may order changes in the Work consisting of additions, deletions, or modifications, the Contract Sum and the Contract Period being adjusted accordingly. Such changes in the Work shall be authorized only by written Change Order signed by the Contracting Officer. The Contract Sum and the Contract Period shall be changed only by Change Order signed by the Contracting Officer.

2.2. Proposed Change Orders

A Proposed Change Order (PCO) is a written request from the Contractor to the Owner requesting a change in the Contract Sum and/or Contract Time, in response to a Request for Proposal, a Field Order, or Architect’s Supplemental Instructions, a Request for Information, a Construction Change Directive, or any other reason for a change to the Contract Sum and/or Contract Time. A PCO must be submitted within twenty (20) calendar days, or within such other longer period as the Owner may agree in writing to allow. If the City determines that the Contractor's PCO is acceptable, the City Shall prepare and issue, or cause to be prepared and issued, a Change Order which will authorize the Contractor to proceed with the Change in the Work for the cost and time stated in the Proposed Change Order, or as otherwise may be agreed upon by the parties. The amounts stated in the Change Order for the cost and time to perform the Change in the Work shall be binding on the parties.

2.3. Construction Change Directive

A Construction Change Directive (CCD) is a written order prepared and signed by the City directing a change in the Work prior to issuance of a Change Order, and issued for one of the following reasons:

2.3.1 If the parties are unable to agree as to the reasonable cost and Change in the Work, the City shall make a unilateral determination of the reasonable cost and time to perform the Change in the Work, based upon his own estimates, the Contractor's submission or a combination thereof. A Construction Change Directive shall be issued for the amounts of cost and time determined by the City and shall become binding upon the Contractor unless the Contractor submits its protest in writing to the City within thirty

(30) days of the issuance of the Change Directive.

2.3.2 If the work required in the Change Order is sufficiently urgent due to safety or other reasons as to not allow time to negotiate cost and time, a CCD may be issued in writing by the City to the contractor, for which the Contractor shall immediately initiate the work, and complete promptly and expeditiously. Final agreement on cost of the CCD shall be negotiated and agreed to by both parties by the earliest possible date. (Template attached)

2.4. Change Order Overhead and Profit:

The percentages for overhead, profit, and commission to be allowed for net increases in the Contractor's cost caused by Change Order Work must, in no case, be allowed to exceed the following:

Overhead Profit Commission To the Contractor for Work performed by its own forces 10% Plus 5% --

To Contractor for Work performed by other than its own forces -- -- 10%

To the Subcontractor for Work performed by other than its own forces -- Plus 5% --

2.5. Itemization:

In submitting its Change Order request, the Contractor must provide a complete cost breakdown that lists and substantiates each item of Work and each item of cost.

3. Change Management – Contract

3.1. Contract Modifications:

3.1.1 The Contract may be modified only by a written Contract Modification executed by the Purchasing Agent or other authorized City representative.

No oral statement, course of conduct, or written communication not executed as a Contract Modification shall be binding on the City.

3.1.2 A Contract Modification may add to, delete from, or otherwise revise the scope, quantity, price, delivery requirements, or other terms of the Contract, as authorized by the City. The Contractor shall not proceed with any modified or additional work or services unless and until a written Contract Modification has been issued by the City.

3.1.3 When requested by the City, the Contractor shall submit information reasonably necessary to support the proposed modification. The City may accept, reject, or negotiate any proposed modification in its sole discretion.

4. Completion and Close-Out

4.1. Closeout Deliverables

The Contractor must furnish all closeout deliverables required by the Contract Documents, including, but not limited to, record drawings (as-builts), operation and maintenance manuals, warranties, certifications, training documentation (if applicable), and other required closeout materials. All closeout deliverables must be submitted in the form, quantity, and format required by the City.

4.2. Record Drawings (As-Builts)

The Contractor must maintain a complete and accurate set of record drawings that reflect the Work as actually constructed. Record drawings must be updated as the Work progresses and must clearly identify all changes from the Contract Documents, including revisions to dimensions, locations, materials, equipment, and installed systems. Final record drawings must be submitted to the City prior to Final Acceptance unless otherwise approved in writing.

4.3. Operation and Maintenance Manuals

The Contractor must submit operation and maintenance manuals for all systems, equipment, and components requiring ongoing operation or maintenance.

Manuals must include manufacturer data, operating instructions, maintenance requirements, recommended spare parts, warranty information, and emergency procedures, as applicable. Operation and maintenance manuals must be submitted and accepted by the City prior to Final Acceptance.

4.4. Warranties and Guarantees

The Contractor must submit all required warranties, guarantees, and certifications in writing, properly executed by the Contractor and applicable manufacturers or suppliers. Unless otherwise stated in the Contract Documents, warranty periods commence upon Final Acceptance.

4.5. Training Documentation

Where training is required by the Scope of Work, the Contractor must complete all required training and submit applicable training materials, certifications, and attendance records prior to Final Acceptance.

4.6. Additional Closeout Documentation

The Contractor must provide all additional documentation required for project closeout, which may include, but is not limited to:

4.6.1 final inspection and testing reports;

4.6.2 commissioning documentation (if applicable);

4.6.3 lien waivers, releases, or affidavits

4.6.4 consent of surety to final payment

4.7. Substantial Completion

4.7.1 When the Contractor considers that the Work, or such portion of the Work, which the City agrees, in writing, to accept separately, is substantially complete, the Contractor must give the COTR written notice of such fact, together with a list of any items acknowledged to be incomplete or not in accordance with the Contract Documents. The Contractor must also give notice to Code Enforcement and obtain any necessary inspections and correct any deficiencies as a condition for Substantial Completion.

4.7.2 Upon receipt of the Contractor’s notice, the City will make an inspection to determine whether the Work or such designated portion, is substantially complete. If the City’s inspection discloses any items, whether or not included on the Contractor’s list, that are incomplete or not in accordance with the Contract Documents and that prevent Substantial Completion, the Contractor shall, upon notification by the City, complete or correct such items before the City issues the Certificate of Substantial Completion. The Contractor must then submit a request for another inspection by the City to determine Substantial Completion. At the time of the issuance of the Certificate of Substantial Completion, the City must provide the Contractor with a comprehensive Punch List of items to be completed and/or corrected. The Contractor must proceed promptly to complete and correct items on the Punch List. Failure to include an item on the Punch List does not alter the responsibility of the Contractor to complete all Work in accordance with the Contract Documents.

4.7.3 When the Work, or such designated portion of the Work, is substantially complete, the City must prepare and issue a Certificate of Substantial Completion (in the form of AIA Document G704), which must establish the date of Substantial Completion, the applicable responsibilities of the City and the Contractor for security, maintenance, utilities, damage to the Work, insurance, and other related matters, and must fix the time within which the Contractor must finish all items on the list accompanying the Certificate of Substantial Completion. The Certificate of Substantial Completion must be submitted to the Contractor for written acceptance of the responsibilities assigned, and a fully executed copy must be retained by the City.

4.7.4 Upon Substantial Completion of the Work, or such designated portion of the Work, and upon application by the Contractor and issuance of a Certificate of Substantial Completion, the City must make payment, less retainage, for such Work or such portion of the Work as provided in the Contract Documents.

4.7.5 Issuance of a Certificate of Substantial Completion establishes the date the Work is sufficiently complete for its intended use and does not constitute final acceptance of the Work or a waiver of any rights or remedies under the Contract.

4.8. Final Completion and Payment

Upon written notification by the Contractor that the Work has reached final completion, and upon the Contractor’s submission of a final application for payment, the City will conduct a final inspection of the Work. When the City determines that the Work has been satisfactorily completed and the Contract Documents have been fully performed (including the Contractor's and Subcontractor’s releases of liens and submission and acceptance of all required closeout deliverables), the City must promptly prepare and issue a final Certificate for Payment.

5. Construction Documents and Interpretation

5.1. Variance Between Plans and Specifications

5.1.1 If there is any discrepancy, inconsistency, or variance between the plans and specifications and the Solicitation Documents with respect to any item, note, or requirement, the Contractor must promptly notify the City and request a written interpretation or direction. The Solicitation Documents govern and form the basis for the preparation of the plans and specifications. Any deviation from the requirements of the Solicitation Documents requires prior written authorization from the Purchasing Agent.

Work, materials, or operations that are reasonably necessary to produce a complete and functional Project, and that are customary for the type of Work involved, are deemed included even if not expressly shown or specified, unless such items are of an unusual or extraordinary nature.

5.1.2 If any discrepancies, ambiguities, omissions, or conflicts exist within the drawings or specifications, or between the drawings and specifications, that affect pricing, the Contractor and its Subcontractors are deemed to have based their pricing on the more costly method, material, or requirement necessary to perform the Work in accordance with the Contract Documents, unless the City provides written direction to the contrary.

5.2. Specification Interpretation

The Contractor is responsible for reviewing and coordinating all drawings, specifications, and Contract Documents and must promptly notify the City of any discrepancies, ambiguities, or conflicts. The City’s interpretation of the Contract Documents is final and binding unless otherwise provided in the Contract.

5.3. Specifications and Drawings for Construction

5.3.1 The Contractor must keep on the Work site a copy of the drawings and specifications and must at all times give the COTR access to them.

Anything mentioned in the specifications and not shown on the drawings, and not mentioned in the specifications, must be of like effect as if shown or mentioned in both. In case of a difference between drawings and specifications, the specifications must govern. In the event of a discrepancy between the figures in the drawings and the specifications, the specifications must govern. In case of a discrepancy in the figures in the drawings or in the specifications, the matter must be submitted promptly to the COTR who must make a prompt decision in writing. Any adjustment by the Contractor without such a determination must be at its own risk and expense.

5.3.2 Whenever the words “directed,” “required,” “ordered,” “designated,” “prescribed,” or similar terms are used in the drawings or specifications, such terms mean the direction, requirement, order, designation, or prescription of the City’s Contracting Officer’s Technical Representative (COTR), unless expressly stated otherwise. Likewise, the words “approved,” “acceptable,” “satisfactory,” or words of similar meaning mean satisfactory to the COTR, unless expressly stated otherwise.

5.3.3 Where the phrases “as shown,” “as indicated,” “as detailed,” or words of similar meaning are used, the reference is to the drawings forming part of the Contract Documents, unless expressly stated otherwise. The term “provide,” as used in the Contract Documents, means furnish and install complete and in place.

5.4. Shop Drawings: Drawings and other submittals prepared and submitted to the City by the Contractor, Subcontractor, or any lower-tier Subcontractor pursuant to the Contract, showing in detail:

5.4.1 The proposed fabrication and assembly of structural or other components;

and

5.4.2 The installation, including form, fit, and attachment details, of materials or equipment required for the Work.

The term Shop Drawings includes drawings, diagrams, layouts, schematics, descriptive literature, illustrations, schedules, performance data, test data, and similar materials furnished to explain in detail specific portions of the Work required by the Contract.

5.4.3 If this Contract requires Shop Drawings, the Contractor must coordinate all such drawings and review them for accuracy, completeness, and compliance with contract requirements and must indicate its approval thereon as evidence of such coordination and review. Shop drawings submitted to the COTR without evidence of the Contractor's approval must be returned for resubmission. The COTR will indicate approval or disapproval of the shop drawings and, if not approved as submitted, must state the City's reasons for disapproval. Any Work done before such approval must be at the Contractor's risk. Approval by the COTR must not relieve the Contractor from responsibility for any errors or omissions in such drawings, nor from responsibility for complying with the requirements of the Contract Documents.

5.4.4 If Shop Drawings propose any variation from the requirements of the Contract Documents, the Contractor must clearly identify and describe each variation in a written statement submitted separately from the Shop Drawings at the time of submission. Approval of any variation that changes the Scope of Work, Contract Price, or time for performance requires issuance of a written Contract Modification by the Purchasing Agent. Minor variations that do not affect the Scope of Work, Contract Price, or time for performance may be approved without issuance of a Contract Modification.

Note: Part C, Clause 5.3 (Specifications for Drawings for Construction), in its entirety, must be included in all Subcontracts at any tier.

6. Contract Administration

6.1. Subcontractors and Outside Associates, and Consultants

Any Subcontractors, outside associates, and consultants required by the Contractor in connection with the services covered by the Contract Documents will be limited to individuals or firms that were specifically identified as part of the bid submission on Attachment F Subcontractor List. The Contractor must obtain the Contracting Officer’s written consent before making any substitution for these Subcontractors, Associates, and Consultants.

The Contractor must incorporate all applicable Contract requirements, including terms and conditions, into all subcontracts at any tier, in every subcontract issued pursuant to or under the Contract resulting from this Solicitation.

6.2. Suspension of Work

The Contracting Officer’s may, for the convenience of the City, order the Contractor in writing to suspend all or any portion of the Work for a period of time determined by the Contracting Officer’s. Upon receipt of such a written order, the Contractor must promptly comply with the suspension as directed.

6.3. Material and Workmanship

6.3.1 All equipment, material, and articles incorporated into the Work covered by the Contract Documents must be new and of the most suitable grade for the purpose intended, unless otherwise specifically provided in the Contract Documents. Reference in the Specifications to equipment, material, articles or patented processes by trade name, make or catalog number, must be regarded as establishing a standard of quality and must not be construed as limiting competition. The Contractor may, at its option, use any equipment, material, article or process that, in the judgment of the COTR, is equal to that named in the Specifications, unless otherwise specifically provided in this Contract.

6.3.2 The Contractor must obtain the COTR’s approval of the machinery and mechanical and other equipment to be incorporated into the Work. When requesting approval, the Contractor must furnish to the COTR: the name of the manufacturer; the model number; and other information concerning:

the performance, capacity, nature and rating of the machinery and other mechanical equipment. When required by the Contract or the COTR, the Contractor must also obtain the COTR’s approval of the material or articles which the Contractor contemplates incorporating into the Work. When directed to do so, the Contractor must submit Samples for approval at its expense and with all shipping charges prepaid. Machinery, equipment, material, and articles that do not have the required approval must be installed or used at the risk of subsequent rejection.

6.3.3 All Work under this Contract must be performed in a skillful and workmanlike manner. The Contractor must provide competent supervision at all times during the progress of the Work. The COR/COTR may require, in writing, that the Contractor remove from the Work any employee the COR/COTR deems incompetent, careless, or otherwise objectionable.

6.4. Superintendence by the Contractor

At all times during performance of the Contract, and until the Work is completed and accepted, the Contractor must personally supervise the Work or designate a competent Superintendent who is acceptable to the COTR and who has full authority to act on behalf of the Contractor at the worksite. The Contractor must submit the name and relevant experience of the proposed Superintendent to the COTR for approval before the Superintendent is permitted to perform in this capacity.

6.5. Use and Possession Before Completion

6.5.1 The City may take possession of or use any completed or partially completed portion of the Work at any time. Before taking possession of or using any portion of the Work, the COTR must provide the Contractor with a written list of items remaining to be completed or corrected for the portion of the Work the City intends to possess or use. The omission of any item from such list does not relieve the Contractor of its obligation to fully perform the Work in accordance with the Contract Documents. The City’s possession or use of any portion of the Work does not constitute acceptance of the Work or any part of the Work.

6.5.2 While the City is in possession of or using any portion of the Work, the Contractor is relieved of responsibility for loss of or damage to that portion of the Work to the extent such loss or damage results directly from the City’s possession or use, notwithstanding the provisions of the Contract regarding permits and responsibilities. If the City’s possession or use delays the progress of the Work or causes the Contractor to incur additional costs, the Purchasing Agent must determine whether an equitable adjustment to the Contract Price or time for completion is warranted, and the Contract must be modified in writing accordingly.

6.6. Cleaning Up

The Contractor must at all times keep the work area, including storage areas, free from accumulations of waste materials. Before completing the Work, the Contractor must remove from the work area or premises any rubbish, tools, scaffolding, equipment, and materials that are not the property of the City. Upon completing the Work, the Contractor must leave the work area in a clean, neat, and orderly condition satisfactory to the COTR.

6.7. Layout of Work

The Contractor must lay out its work from City-established base lines and benchmarks indicated on the drawings and must be responsible for all measurements in connection with the layout. The Contractor must furnish, at its own expense, all stakes, templates, platforms, equipment, tools, materials, and labor required to lay out any part of the Work. The Contractor must be responsible for executing the Work to the lines and grades that may be established or indicated by the COTR. The Contractor must also be responsible for maintaining and preserving all stakes and other marks established by the COTR until authorized to remove them. If such marks are destroyed by the Contractor or through its negligence before their removal is authorized, the COTR may replace them and deduct the replacement cost from any amounts due or to become due to the Contractor.

6.8. Schedules

6.8.1 Construction Schedule: Within ten (10) business days of receiving the award of the Contract, the Contractor must prepare and submit to the COTR a construction schedule for the Work. The construction schedule must be a Critical Path Method schedule or other schedule in form reasonably acceptable to the COTR and must provide for completion of the Work within the Contract Period provided in the Solicitation Documents.

The construction schedule must be updated monthly, or at other appropriate intervals as directed by the COTR.

6.8.2 Submittal Schedule: The Contractor must prepare and keep current a schedule of submittals (Submittal Schedule) that is coordinated with the construction schedule and allows the COTR a reasonable time to review all submittals.

6.8.3 Waiver of Contract Period: The City's receipt or approval of any construction schedule or Submittal Schedule submitted by Contractor must not constitute a waiver by the City of the requirements. The Contract Period may be adjusted only by a written Time Extension or Change Order signed by the Contracting Officer.

6.9. Time Extensions

The parties agree that no Time Extension extending the Contract Period will be allowed unless granted in writing and signed by the Purchasing Agent. Notice of delay must be given in writing to the COR/COTR within five (5) Business Days of its occurrence. In the event of a continuing cause of delay, only one notice is required. The Contractor must apply for any Time Extension in writing, setting forth in detail the reasons for and causes of the delay, and an estimate of the probable cost and effect of such delay on the progress of the Work, and must submit its application to the COR/COTR not more than twenty (20) Calendar Days after the commencement of the delay; otherwise the application for extension must be waived.

7. Eligibility Requirements The Contractor must, without additional expense to the City, obtain any necessary licenses.

7.1. Contractor's License:

In accordance with Section 54.1-1103 of the Code of Virginia, 1950, as amended, the Contractor and each Subcontractor must have a valid Virginia contractor’s license. The Virginia contractor’s registration number for each Subcontractor must be listed on the subcontract list.

7.2. Alexandria Business Licenses:

In accordance with Chapter 1, Title 9, of the Code of the City of Alexandria, the following must possess a current City business license:

7.2.1 Contractor;

7.2.2 All subcontractors, sub-Subcontractors, and suppliers at any tier with a definite place of business in the City; and

7.2.3 All subcontractors, sub-Subcontractors, and suppliers at any tier, without a definite place of business in the City, the gross receipts of which, from business conducted in the City, are expected to exceed twenty-five thousand dollars ($25,000) in any calendar year.

8. Financial Security

8.1. Bid Surety

Each bid must be accompanied by a cashier's check or a certified check of the bidder payable to the City or by a certified copy of the bid bond from a surety company acceptable to the City and authorized to do business in the Commonwealth of Virginia, properly executed in favor of the City for not less than five percent (5%) of the amount representing the bid or sum total noted on Attachment B. Pricing Schedule.

8.2. Performance and Payment Bonds

8.2.1 The successful bidder must deliver to the City a performance bond and a payment bond, properly executed by a surety company acceptable to the City and authorized to do business in the Commonwealth of Virginia, each in the amount of one hundred percent (100%) of the respective Contract amount.

8.2.2 The Contractor must, within fifteen (15) Calendar Days after the date of Notice of Intent to Award, execute and deliver to the City the Performance and Payment Bonds; satisfactory evidence of all insurance coverage (as required by Part D – General Terms and Conditions – Insurance Requirements) required under this Contract and by law, and proof satisfactory to the City of the authority of the person or persons executing the Contract and the performance and payment bonds before a Contract will be validated by the City. A Contract is not be binding until it has been validated by the City and a copy of such fully validated Contract is delivered to the Contractor.

8.2.3 Failure upon the part of the Contractor to execute and deliver Certificate(s) of Insurance (as required by Part D – General Terms and Conditions – Insurance Requirements) and Performance and Payment Bonds (Part A

– Solicitation General Information) within fifteen (15) Calendar Days after Notice of Intent to Award, and is just cause for the forfeiture of the bid guaranty to the City, which forfeiture is considered not as a penalty, but in liquidation of damages sustained. Award may then, at the sole discretion of the City, be made to the next lowest responsive, responsible bidder, or all bids may be rejected and the solicitation re-advertised.

8.3. Additional Bond Security

If any surety upon any bond furnished in connection with this Contract becomes unacceptable to the Purchasing Agent, or if any such surety fails to furnish reports as to its financial condition from time to time as requested by the City, or if the Contract price is increased to such an extent that the bond value becomes inadequate in the opinion of the Contracting Officer, the Contractor must promptly furnish such additional security as may be required from time to time to protect the interests of the City and of persons supplying labor or materials in the prosecution of the Work contemplated by this Contract. Failure of the Contractor to promptly provide additional security as may be required may be grounds for termination for default.

9. Inspection of Construction

9.1. In this Clause, the term "Work" includes, but is not limited to, materials, workmanship, and the manufacture and fabrication of components.

9.2. The City has the right to inspect and test all services called for by the Contract at times and places practicable, during the term of the Contract. City inspections and tests must not unduly delay the Work.

9.3. The Contractor must maintain an adequate inspection system and perform such inspections as will ensure that the Work called for by this Contract conforms to Contract requirements. The Contractor must maintain complete inspection records and make them available to the City. All Work must be conducted under the general direction of the COR/COTR and is subject to City inspection and testing at all places and at all reasonable times before acceptance to ensure strict compliance with the terms of the Contract.

9.4. The Contractor must furnish promptly, without any additional charge, all facilities, labor and material reasonably needed for performing such safe and convenient inspections and tests as may be required by the COR/COTR. The City may charge the Contractor any additional inspection or test costs when the Work is not ready at the time specified by the Contractor for inspection or test, or when prior rejection makes reinspection or retest necessary. Special full-size and performance tests must be performed if and as described in the contract

9.5. City inspections and tests are for the sole benefit of the City and do not:

9.5.1 Relieve the Contractor of responsibility for providing adequate quality control measures;

9.5.2 Relieve the Contractor of responsibility for damage to or loss of the material before acceptance;

9.5.3 Constitute or imply acceptance; or

9.5.4 Affect the continuing rights of the City after acceptance of the completed

Work under Part C, Clause 9.9 below.

9.6. The presence or absence of a City Inspector does not relieve the Contractor from any contract requirement, nor is the Inspector authorized to change any term or condition of the specification without the Contracting Officer’s written authorization.

9.7. If any of the Work does not conform to Contract requirements, the City may require the Contractor to perform the Work again in conformity with Contract requirements, at no increase in Contract Price. The City may choose to accept the Work if it is in the public's best interest, with an appropriate adjustment to the contract price.

9.8. The Contractor must segregate and remove promptly rejected material from the premises.

9.9. When the defects in the Work cannot be corrected by re-performance, the City may:

9.9.1 Require the Contractor to take necessary action to ensure that future performance conforms to Contract requirements; and

9.9.2 Reduce the Contract price to reflect the reduced value of the Work performed.

9.10. If the Contractor fails to perform the Work promptly again or take the necessary action to ensure future performance in conformity with Contract requirements, the City may:

9.10.1 By contract or otherwise, perform the services and charge the Contractor any cost incurred by the City that is directly related to performance of such service; or

9.10.2 Terminate the Contract for default.

9.11. If, before acceptance of the entire Work, the City decides to examine already completed Work by removing it or tearing it out, the Contractor, upon request, must promptly furnish all necessary facilities, labor, and materials. If the Work is found to be defective or nonconforming in any material respect due to the fault of the Contractor or Subcontractors, the Contractor must defray the expenses of the examination and satisfactory reconstruction. However, if the Work is found to meet contract requirements, the Purchasing Agent must make an equitable adjustment, as determined by the Purchasing Agent, for the additional services involved in the examination and reconstruction, including, if the completion of the Work was thereby delayed, an extension of time.

9.12. Unless otherwise specified in the contract, the City must accept, as promptly as practicable after completion and inspection, all Work required by the contract or the portion of the Work the COR/COTR determines can be accepted separately.

Acceptance must be final and conclusive except for latent defects, fraud, gross mistakes amounting to fraud, or the City's rights under any warranty or guarantee.

10. Labor Compliance Payment of Prevailing Wage for Work Performed on Construction Contracts Each public works contract that is for construction and construction related maintenance greater than two hundred fifty thousand dollars ($250,000) must require that the bidders, contractors, and Subcontractors pay wages, salaries, benefits, and other remuneration to any mechanic, laborer, or worker employed, retained, or otherwise hired to perform services in connection with the construction or construction related maintenance contract at or above the prevailing wage rates shown in Part H, 8.3, pursuant to the provisions of the Alexandria City Code § 3-3-31.2 and § 3-3-63.1. These provisions of the Alexandria City Code are hereby incorporated by reference.

11. Liquidated Damages

11.1. Time is of the Essence. Time is of the essence for the Contract. The City and the

Contractor acknowledge and agree that if the Contractor fails to achieve Substantial Completion within the Contract Period (as adjusted by written Time

Extensions and Change Orders executed in accordance with the Contract), the City will incur actual damages that are difficult to determine with certainty.

11.2. Amount and Assessment. For each Calendar Day that Substantial Completion is delayed beyond the Contract Period (as adjusted), the Contractor must pay the City liquidated damages in the amount of $600 per Calendar Day (“Liquidated Damages”). The parties agree that this daily amount is a reasonable estimate of the City’s probable damages for late completion and is not a penalty.

11.3. Phased Completion (If applicable)

11.3.1 If the Contract Documents require the Work to be completed in phases, each phase shall have its own required completion date as set forth in the Solicitation Documents or as established by an approved construction schedule.

11.3.2 Failure to achieve Substantial Completion of any required phase by its applicable phase completion date, as adjusted by approved written Time Extensions or Change Orders, shall subject the Contractor to Liquidated Damages for that phase.

11.3.3 Unless otherwise expressly stated in the Contract Documents:

11.3.3.1. Liquidated Damages shall accrue separately for each phase based on the applicable phase completion date; and

11.3.3.2. Liquidated Damages for a phase shall cease upon the City’s issuance of a Certificate of Substantial Completion for that phase.

Liquidated Damages assessed for phased completion are in addition to any Liquidated Damages assessed for failure to achieve overall Substantial Completion, if applicable.

11.4. Withholding; Recovery; Surety. The City may deduct and retain Liquidated Damages from any monies otherwise due or to become due to the Contractor under this Contract. If Liquidated Damages are not fully recoverable by deduction, the Contractor and its surety(ies) remain liable for the unpaid balance.

11.5. No Waiver. The City’s allowance of the Contractor to continue performance after expiration of the Contract Period, or the City’s acceptance of progress toward completion, does not constitute a waiver of the City’s right to assess and recover Liquidated Damages.

11.6. Adjustments for Excusable Delay; VPPA Preservation. Liquidated Damages applies only to delay that remains after accounting for any approved, written Time Extension issued under the Contract. Nothing in this Liquidated Damages Clause is intended to waive, release, or extinguish any rights the Contractor may have to recover costs or damages for unreasonable delay caused by acts or omissions of the City (or those within the City’s control), as provided by the Virginia Public Procurement Act, including Va. Code § 2.2-4335.

12. Payment Mechanics

12.1. Monthly Estimates

It must be the Contractor's responsibility to prepare the monthly construction estimate. The estimate will be authorized by the Inspector and then submitted to the COTR for approval prior to submission for payment. No estimate in the amount of one thousand five hundred dollars ($1,500.00) or less will be accepted until Final Payment is requested.

12.2. Payment to Contractor - Invoicing

The Contractor must submit an original and one copy of invoices upon completion to the COTR. Partial Payment of work under this Contract must be made in accordance with Part C – Payment to Contractor - Payments. All invoices must contain the following information:

• Name of Contractor;

• Contract Number;

• Purchase Order Number;

• Project Number (if applicable);

• Description of Work;

• Contract Item Number(s);

• Date of Performance; and

• Invoice Date

Any timeframes governing payment under this Contract will be deemed null and void if invoices are incomplete. Any invoices that do not reference the Contract number will be returned for completion and resubmission.

Additionally, all invoices must contain the following statement and be signed by the Contractor’s authorized representative:

CERTIFIED JUST AND CORRECT

PAYMENT NOT RECEIVED

Signature Date

12.3. Payment to Contractor - Payments

12.3.1 Partial Payments: Monthly Payments; Retainage:

On or about the first (1st) of each month, the Contractor must make and certify an estimate of the amount and fair value of the Work performed and may apply for Partial Payment. Thereafter, the COTR may, in their discretion, revise the estimate to show the actual value of Work completed in accordance with their observation of the Work. The Contractor agrees to be bound by the City Representative’s revisions to its applications for Partial Payment.

Whenever the monthly estimate, after approval by the City Representative, shows that the value of the Work completed during the previous month exceeds one thousand dollars ($1,000.00), the COTR will issue a Certificate of Payment for such Work. Such a Certificate will authorize payment by the City in an amount equal to the value of the Work completed, less any sums retained or deducted by the City under the terms of the Contract Documents, and less retainage of five (5) percent of payments claimed.

In accordance with City of Alexandria Code § 3-3-56, within forty-five (45) Calendar Days after receipt of each Certificate of Payment, the City must pay the Contractor in accordance with the applicable Certificate and the Contract Documents. Within thirty (30) Calendar Days of the submission of the application for Partial Payment, the City will notify the Contractor of any defects or improprieties that would prevent payment by the scheduled payment date.

12.3.2 Escrow Account in Lieu of Retainage:

The Contractor may elect to use the escrow account procedure for utilization of retainage funds authorized by City of Alexandria Code § 3-3-

51. In the event the Contractor elects to use the escrow account procedure, it must submit an executed escrow agreement form within fifteen (15) Calendar Days after Notification of Award. The escrow agent must be a trust company, bank, or savings institution with its principal office located in the Commonwealth of Virginia. A copy of the approved escrow agreement form is included as a required submittal in the Bid documents or is available from the Contracting Officer. If the Contractor fails to submit a fully executed escrow agreement, in proper form, within the required fifteen (15) Calendar Days, it must forfeit its right to use the escrow account procedure and must be subject to normal withholding of retainage.

12.4. City’s Right to Withhold Payment:

The City may withhold payment to such extent as may be necessary to protect the City due to loss because of:

12.4.1 Defective Work not remedied;

12.4.2 Third-party claims filed or reasonable evidence indicating probable filing of such claims;

12.4.3 Failure of the Contractor to make payments properly to Subcontractors or for labor, materials or equipment;

12.4.4 Reasonable evidence that the Work cannot be completed for the unpaid balance of the Contract Price;

12.4.5 Damage to the City or another contractor;

12.4.6 Reasonable evidence that the Work will not be completed within the

Contract Period;

12.4.7 Persistent failure to carry out the Work in accordance with the Contract

Documents; or

12.4.8 Liability, damage, or loss due to injury to persons or damages to the Work or property of other contractors, Subcontractors or others, caused by the act or neglect of the Contractor of any of its Subcontractors.

12.5. Application of Withheld Funds:

The City must have the right, as an authorized representative for the Contractor and without the Surety’s consent, to apply any such amounts so withheld in such manner as the City may deem proper to satisfy such claims or to secure such protection. The application of these amounts must be deemed payments for the account of the Contractor and must reduce the City’s obligation to the Contractor accordingly.

12.6. Limitation on Payments:

Unless otherwise provided or incorporated by reference to the Contract Documents, no Partial Payment will be made for any materials or equipment supplied hereunder before they are (i) incorporated in the Work in a permanent manner required by the Contract Documents, (ii) properly stored at the site of the Project, or (iii) properly stored in a bonded warehouse to the satisfaction of the City.

12.7. Payments for Materials Stored on Site:

The cost of equipment and non-perishables delivered and stored at the site of the Project and tested for adequacy may be included in the Contractor’s application for Partial Payment, provided, however, that the Contractor must furnish written evidence satisfactory to the City that the Contractor is the owner of such materials or equipment at the time of payment therefore by the City and that such equipment is being stored and maintained in accordance with the Contract Documents and the manufacturer’s recommendations. The amount to be paid by the City for such equipment and non-perishables will be ninety percent (90%) of the invoice cost to the Contractor, as supported by receipted bills. Such payment must not relieve the Contractor of full responsibility for completion of the Work and for protection of materials and equipment until incorporated in the Work in a permanent manner as required by the Contract Documents.

12.8. Conditions Precedent to Partial Payments:

Before any payment will be made under this Contract, the Contractor and every Subcontractor, if required, must deliver to the COR/COTR a written, verified statement, in satisfactory form, showing in detail all amounts then due and unpaid by the Contractor to all laborers, workers, and mechanics, employed under the Contract for the performance of the Work at the site of the project, for daily or weekly wages, or to other persons for materials, equipment, or for supplies delivered at the site of the project during the period covered by the payment request.

12.9. Conditions Precedent to Final Payment:

Neither final payment nor any retainage must become due until the Contractor submits to the COTR (i) an affidavit that payrolls, bills for materials and equipment, and all other indebtedness in connection with the Work for which the City might be responsible have been paid or otherwise satisfied; (ii) a certificate evidencing that insurance required by the Contract Documents to remain in force following final payment is currently in effect and will not be canceled or allowed to expire until at least thirty (30) days’ prior written notice has been provided to the City; (iii) a written statement that the Contractor knows of no reason that the insurance will not be renewable to cover the period required by the Contract Documents; (iv) consent of the Surety to final payment; (v) a written statement of all claims expressly reserved by the Contractor; (vi) if required by the City, other data establishing the payment or satisfaction of obligations (such as receipts, releases and waivers of liens, claims, security interests or encumbrances arising out of the Contract) and such guaranties and indemnities all in such form and detail as may be required by the City; and (vii) all as-built drawings, copies of warranty documents and equipment manuals. If a Subcontractor refuses to furnish a release or waiver required by the City, the Contractor may furnish a bond satisfactory to the City, in its sole and absolute discretion, sufficient to indemnify the City against any claim or lien. If any such claim remains unsatisfied after payments are made, the Contractor must refund to the City all money that the City may be compelled to pay in discharging such claim, including all costs associated therewith, including reasonable attorneys’ fees.

12.10. Delay in Final Completion:

If, after the date of Substantial Completion, Final Completion of the Work is materially delayed through no fault of the Contractor or by issuance of Change Orders affecting the date of Final Completion, the City must, upon application by the Contractor and certification by the COR/COTR, and without terminating the Contract, make payment of the balance due, less one hundred fifty percent (150%) of the estimated cost of any remaining Work. Such payment must be made under terms and conditions governing final payment, except that it must not constitute a waiver of claims.

12.11. Waiver of Claims:

The Contractor’s acceptance of Final Payment constitutes a waiver and release of all claims not expressly reserved in writing by the Contractor.

13. Quality and Acceptance of Work

13.1. The COR/COTR will determine the quality and acceptability of the Work. Any instance of unsatisfactory or improper Work will be called to the attention of the Contractor, who must see that such deficiencies are promptly corrected.

13.2. Any damages caused by the Contractor’s operations must be repaired or replaced at no expense to the City.

13.3. The Contractor acknowledges that it has examined the site and satisfied itself, to the extent reasonably ascertainable, as to the character, quality, and quantity of surface and subsurface conditions and any materials or obstacles that may be encountered. This examination includes review of the site, any exploratory work performed by the City, and the drawings and specifications incorporated into the Contract. The Contractor’s failure to conduct such examination does not relieve the Contractor of responsibility for properly estimating the difficulty, cost, or time required to perform the Work, and does not entitle the Contractor to additional compensation from the City.

13.4. The City assumes no responsibility for any conclusions or interpretations made by the Contractor based on the information made available by the City; nor does the City assume any responsibility for any understanding reached or representations made concerning conditions which can affect the Work by any of its officers or agent before the execution of this Contract unless that understanding or representation is expressly stated in this Contract.

14. Safety

14.1. Accident Prevention

14.1.1 In performance of this Contract, the Contractor must provide for protecting the lives and health of employees and other persons; preventing damage to property, materials, supplies, and equipment; and avoiding work interruptions. For these purposes, the Contractor must: provide appropriate safety barricades, signs, and signal lights; and ensure that any additional measures the COTR determines to be reasonably necessary for this purpose are taken.

14.1.2 The Contractor must maintain an accurate record of exposure data on all accidents incident to Work performed under this Contract which result in death, traumatic injury, occupational disease, or damage to property, supplies, materials, or equipment. The Contractor must report this data in the manner prescribed by the COR/CORT.

14.1.3 The COTR will notify the Contractor of any non-compliance with these requirements and of the corrective action required. This notice, when delivered to the Contractor or the Contractor's representative at the site of the Work, must be deemed sufficient notice of the non-compliance and corrective action required. After receiving notice, the Contractor must immediately take corrective action. The COR/COTR may issue an order stopping all or part of the Work until satisfactory corrective action has been taken. The Contractor must not base any claim or request for equitable adjustment, as determined by the Contracting Officer, for additional time or money on any stop order issued under these circumstances.

The Contractor must be responsible for its Subcontractors' compliance with this Clause.

15. Schedule of Values Within fourteen (14) Calendar Days after the Notice to Proceed, and in any event, prior to the first application for Partial Payment, the Contractor must submit to the COR/COTR a proposed Schedule of Values setting forth a reasonable allocation of the Contract Price to the various elements of the Work. The Schedule of Values, once accepted by the City, may be used for checking the Contractor’s applications for Partial Payments.

16. Damage for Delay

16.1. The City and the Contractor agree that the City will suffer damages as a direct result of the Contractor’s failure to complete the Work within the time required by the Contract, including any time extensions granted by the Purchasing Agent, and that the amount of such damages is difficult to determine with certainty.

Accordingly, if the Contractor fails to complete the Work within the required time, the Contractor must pay the City liquidated damages in the amount of $600 per Calendar Day for each day of delay until the Work is…