828233busAlex.pdf

City of Alexandria, VA

The Seal of the City of Alexandria may not be used on any materials in response to this Invitation/Request without written permission from the Purchasing Agent, or unless the requirements of this Invitation/Request specifically call for the Seal to be incorporated in the response.

Invitation To Bid (ITB) 2015

Bus Shelter Phase II

This solicitation requires a Bid Bond and the resulting Contract shall require Performance and Payment Bonds.

The Bid Opening meeting will be virtual. If you would like attend, the solicitation event, please visit this website:

https://events.gcc.teams.microsoft.com/event/a55de4f4-dae6-4e9c-9c00-fa49e7445951@feaa9b31- 4375-4aee-adcc-c76ad32a890b https://events.gcc.teams.microsoft.com/event/a55de4f4-dae6-4e9c-9c00-fa49e7445951@feaa9b31-4375-4aee-adcc-c76ad32a890b https://events.gcc.teams.microsoft.com/event/a55de4f4-dae6-4e9c-9c00-fa49e7445951@feaa9b31-4375-4aee-adcc-c76ad32a890b

(703) 746-4946

FINANCE DEPARTMENT

Purchasing Division Suite 301 – Banker’s Square

100 North Pitt Street Alexandria, Virginia 22314

Fax: (703) 838-6493

CONTRACT

FOR

BUS SHELTERS PHASE II

This Contract, made this ______ day of ______________ 2026, between City of ALEXANDRIA, a Municipal Corporation of Virginia, (hereinafter called "City"), and

Vendor Name Vendor Address

(hereinafter called "Contractor"), each a “Party,” and jointly referred to as “the Parties”:

WITNESSETH:

WHEREAS, City now wishes to retain the Contractor to provide construction of bus shelters.

NOW, THEREFORE, for and in consideration of the payments set forth in Section 5 below, and the mutual promises contained herein, the Parties agree as follows:

1. CONTRACT DOCUMENTS

The following documents are incorporated herein by reference and are made a part of this Contract:

Exhibit I - Solicitation No., dated Month Day, Year;

Exhibit II - Addendum I to RFP No. 00000, dated Month Day, Year;

Exhibit III - Addendum II to RFP No. 0000, dated Month Day, Year;

Exhibit IV - Contractor’s Response to Solicitation No., dated Month Day, Year;.

This Contract, with Exhibits I through VII shall constitute the whole and entire agreement between the Parties. Any conflict or inconsistency between the requirements of any Contract Document shall be resolved by giving precedence to any properly executed amendment or Change Order to this Contract (most recent with first priority), then any properly executed Purchase Order (most recent with first priority), and then the Contract Documents in the order in which the Contract Documents are listed above in this section.

The Contract may be amended to incorporate additional Contract Documents agreed to and executed by the Parties. Defined terms used in this Contract can be found in Exhibit I, Section 1.3.

The City has established the following contract number, for this procurement, which is_____. Please refer to this contract number in all invoicing and other communications related to this Contract.

2. RELATIONSHIP OF THE PARTIES

A. The Contractor covenants with City to perform the Work required under this Contract to the satisfaction of City, within the care and skill a Contractor would exercise under similar conditions; to cooperate with City, and such other contractors as City may retain; to exercise the Contractor’s skill and judgment in furthering the interests of City;

to furnish efficient business administration and supervision; and to perform the Work in an expeditious and economical manner consistent with City’s interests. City agrees to furnish and approve, in a timely manner, information required by the Contractor and to make payments to the Contractor in accordance with the requirements of the Contract Documents.

B. The Contractor shall be responsible for the completeness and accuracy of its Work prepared or compiled in connection with its obligation under this Contract and shall correct, at its expense, all willful or negligent errors, omissions and acts therein which may be discovered. Any damage incurred by City as a result of additional cost caused by such willful or negligent errors, omissions or acts shall be chargeable to the Contractor to the extent that such willful or negligent errors, omissions and acts fall below the standard of care and skill that a registered professional in Alexandria, Virginia would exercise under similar conditions. The fact that City has accepted or approved the Contractor’s work shall in no way relieve the Contractor of any of its responsibilities.

C. The Contractor shall employ a team with the skills necessary, as may be determined by

City, to perform the Work as required. The team members shall have the educational and experiential credentials sufficient to ensure acceptable and timely performance of the Work.

D. It is the intent of the Parties that the Contractor shall be legally considered as an independent contractor, that neither it nor its employees shall, under any circumstances, be considered servants or agents of City, and that the City shall not be legally responsible for any negligence or intentional wrongdoing on the part of the Contractor, its servants or agents, resulting in either bodily injury to any person or property damage to any individual, firm, or corporation.

3. SCOPE OF WORK

A. The scope of work shall include, Exhibit I, Part I, Scope of Work; Exhibit II; Exhibit III; and any properly executed Purchase Order(s) issued pursuant to the Contract.

B. The Contractor shall coordinate with City, as necessary, in performance of the services as set forth in the scope of work.

4. TERM

A. The term of this Contract shall be for a period of 310 days.

5. CONTRACT COSTS

A. City shall pay the Contractor for the Work performed at the fixed fee amount set forth in Exhibit IV and the Cost Proposal of Exhibit VII.

B. Contract prices provided in the Contract Documents shall be fully burdened and shall not be subject to additional mark-up by the Contractor. City shall pay only for Work performed and shall not pay for time in transit to and from City sites.

6. ADMINISTRATION OF THE CONTRACT

City’s Department of Project Implementation or designated representative(s), shall administer the Contract, including any Purchase Order(s) issued pursuant to the Contract, and will be referred to in the Contract Documents as the “Contracting Officer’s Technical Representative (COTR)". Except for protests, claims, requests for changes, disputes, or requests for price adjustments, the Contractor shall forward all communications to City through the COTR.

7. SUPERVISION

The Contractor shall supervise the Work, and shall be solely responsible for all means, methods, sequences, and procedures and for coordination of all portions of the Work under this Contract. The Contractor shall be responsible for coordination of all subcontractors.

The Contractor shall be responsible for all acts and omissions of its employees, its subcontractors, and its subcontractors’ employees performing any Work pursuant to this Contract. A project manager designated in writing by the Contractor for purposes of each Purchase Order shall attend all project meetings with City’s representative or his or her designee. City reserves the right to request replacement of such project manager, or any personnel who are considered not performing in accordance with the Contract requirements.

8. SUBCONTRACTORS

By an appropriate agreement, the Contractor shall require each subcontractor, with which it executes a subcontract, to be bound to the Contractor by the terms of the Contract

Documents, and to assume toward the Contractor all of the obligations and responsibilities which the Contractor, by the Contract Documents, assumes toward City.

9. PERSONNEL AUTHORIZED TO REPRESENT THE PARTIES

The individuals named below are designated to assume the administration and coordination of all Contract requirements.

A. For City:

(1) Contracting Officer’s Technical Representative (COTR):

Name:

Phone:

Email:

(2) Contracting Officer: Changes made to this Contract throughout the Contract period must be authorized in writing by City's Purchasing Agent or his or her designee.

Name:

Phone:

B. For the Contractor:

Name:

Phone:

10. ASSURANCES

Each Party to this Contract warrants the following:

A. This Contract constitutes a valid, binding and enforceable agreement of the Party;

B. The execution of this Contract and the performance of its obligations are within the

Party's powers; have been authorized by all necessary actions on behalf of the Party;

do not constitute a breach by the Party of any agreement with another party; and will not cause a breach by the Party of any duty arising in law or equity; and

C. The Party possesses the financial capacity to perform all of its obligations under this

Contract.

The Parties agree that the failure of any of the above representations and warranties to be true during the term of this Contract shall constitute a material breach of this Contract, and City shall have the right, upon notice to the Contractor, to immediately terminate this Contract. All outstanding amounts hereunder shall be immediately invoiced. Court costs and other costs and expenses, including reasonable attorney's fees, incurred in the collection of any amounts due hereunder may also be recovered by City.

11. SIGNATORIES

The Parties agree that they shall be bound by the contents of this Contract.

Vendor Name

Vendor Address

CITY OF ALEXANDRIA, A MUNICIPAL

CORPORATION OF VIRGINIA

BY: ______________________________ BY: ______________________________

PRINT NAME: _____________________ PRINT NAME: Tony Esse

TITLE: ___________________________ TITLE: Contracting Officer

DATE: ____________________________ DATE: ____________________________

NOTICE

PROPRIETARY/CONFIDENTIAL INFORMATION

Any records submitted to the City of Alexandria, VA (City) are available for inspection and copying upon request by any person or entity pursuant to the Virginia Freedom of Information Act. Any records the vendor believes to be exempt from disclosure must be specifically identified by the vendor on the submitted documents. The vendor may designate documents as trade secrets or proprietary information exempt from disclosure when submitting documents;

however, designating the entire submission, prices, or any portion of the submission that does not contain trade secrets or proprietary information is prohibited by Virginia law. The vendor agrees to indemnify and hold harmless the City for loss, cost or expense resulting in whole or in part from any such identification or any denial of inspection based thereon.

All documents submitted shall be in PDF format. If a document is not in PDF format the City may determine that the Bidder/Proposer is non-responsive.

SECTION B: SUPPLIES OR SERVICES AND PRICES/COSTS

This solicitation/Contract is to furnish and deliver all materials, labor and equipment necessary to perform the scope of work as defined in Section C of this solicitation in accordance with the solicitation/Contract specifications as defined herein.

The bidders shall complete the bid table titled 2.1.1 Bus Shelters Phase II Bid Item Table in the required Forms section of the Bid Submission.

Mobilization will be paid for at the contract lump sum price. This price shall include demobilization. Payment for mobilization up to the limitations specified herein will be made in two separate installments. The first installment of 50 percent of the Contract lump sum price for mobilization will be made on the first progress estimate following partial mobilization and initiation of construction work. The second installment will be made on the next progress estimate following completion of substantial mobilization.

Total Mobilization Payout Limit shall be calculated as follows:

Contract Amount More Than To and Including Total Mobilization Payout Limit $0 $200,000 10% of total contract amount $200,000 $1,000,000 $20,000 plus 7.5% (of total contract amount minus $200,000) $1,000,000 More $80,000 plus 5% (of total contract amount minus $1,000,000)

Exceeding the Total Mobilization Payout Limit shall result in determination of non-responsiveness.

A. No additional payment will be made for demobilization and remobilization because of shutdowns, suspensions of work, or other mobilization activities. When not shown as a pay item, the cost of mobilization shall be included in the price bid for other appropriate items of work. Exceeding the Total Mobilization Payout Limit shall result in determination of non-responsiveness.

B. Payment for Mobilization will be made in two installments. First payment of 50 percent of lump sum will be made following mobilization and initiation of construction work.

The second and final payment will be made after 20 percent of Contract work is complete.

SECTION C: DESCRIPTION/SPECIFICATIONS/STATEMENT OF WORK

C-1 INTRODUCTION

The City of Alexandria, Virginia is an urban community of 15.75 square miles with a population of 159,647. With its stable residential neighborhoods, its historic districts, and its proximity to Washington, D.C., the City continues to attract new residents, tourists, and businesses.

C-2 GENERAL OVERVIEW

The City has issued the ITB to obtain Bids from qualified Bidders and enter a Contract for the provision of construction services for UPC 106962, State Project #U000-100-830, Bus Shelter Phase II. The successful Bidder shall provide all goods, services, labor, supervision, bonds (are required), and insurance necessary to complete the work in the provided construction plans and technical specifications. The construction plans and technical specifications are included as separate PDF downloads with the ITB.

The project is partially funded by CMAQ and RSTP, therefore, must comply with all applicable federal and state laws and requirements.

"The City of Alexandria, VA in accordance with the provisions of Title VI of the Civil Rights Act of 1964 (78 Stat. 252, 42 US.C.§§ 2000d to 2000d-4) and the Regulations, hereby notifies all bidders that it will affirmatively ensure that any contract entered into pursuant to this advertisement, disadvantaged business enterprises will be afforded full and fair opportunity to submit bids in response to this invitation and will not be discriminated against on the grounds of race, color, or national origin in consideration for an award."

The federal and state requirements applicable to this contract titled Federal and State Requirements, are attached as separate PDF downloads

C-3 SCOPE OF WORK

A. Contract services shall be performed in accordance with the Project Plans and Specifications; general clauses, terms and conditions outlined herein; all applicable code and regulatory permits: all applicable City of Alexandria (City) permits and permit conditions: and all specifications incorporated by reference. The Construction Plans, labeled Attachment J-8 and Technical Specifications, labeled Attachment J-9 are included as separate PDF downloads with the ITB. They are referenced and incorporated herein.

B. The work includes installing 14 bus shelters in locations where there is high ridership to improve the public transit experience. The project aligns with the goals of the Alexandria Mobility Plan and Alexandria Transit Vision Plan. The shelters must be purchased from Brasco International.

SECTION D: BIDDER QUALIFICATIONS

D-1 Only VDOT Pre-Qualified Contractors are eligible to submit a Bid. The Pre- Qualified Contractors list can be found using the following link:

https://www.vdot.virginia.gov/media/vdotvirginiagov/doing-business/business-opportunities/highway-contractors/Prequalified-List_acc.pdf

D-2 The Contractor shall incorporate all specifications, terms and conditions in every subcontract issued pursuant to or under this Contract and shall require the same reference or inclusion be contained in every subcontract entered by any subcontractor.

SECTION E: INSPECTION AND ACCEPTANCE

E-1 INSPECTION BY CITY

Inspection and acceptance of the equipment/services to be furnished hereunder shall be made by the COTR. Periodic and daily site visits may be made by the City. Until deliverance and acceptance, and after any rejection, risk of loss will be on the Contractor unless loss results from negligence of City. The City reserves the right to perform periodic spot inspections of equipment during Contract term.

E-2 INSPECTION BY CONTRACTOR

Contractor shall assume all responsibility for guaranteeing the quality of all components and equipment supplies.

A. The Contractor shall maintain an adequate inspection system and perform such inspections as will ensure that the work called for by this Contract conforms to Contract specifications. The Contractor shall maintain complete inspection records and make them available to the City. All work shall be conducted under the general direction of the COTR and is subject to City inspections and tests, at all places and at all reasonable times before acceptance, to ensure strict compliance with the terms of the Contract.

B. Independent Testing and Inspection Firm. The Contractor must hire a firm, at no additional cost to the City, to provide testing and inspection services for all aspects of the project. This firm must be independent of production Work and not associated with the Contractor, subcontractors, and manufacturers. This firm must be duly qualified to provide Work in accordance with Commonwealth of Virginia, City of Alexandria, or other official organizations as required by the Contract Documents. All tests and inspections shall be certified by a Commonwealth of Virginia Professional Engineer (PE) employed by the firm.

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

https://www.vdot.virginia.gov/media/vdotvirginiagov/doing-business/business-opportunities/highway-contractors/Prequalified-List_acc.pdf https://www.vdot.virginia.gov/media/vdotvirginiagov/doing-business/business-opportunities/highway-contractors/Prequalified-List_acc.pdf

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

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

3. Constitute or imply acceptance; or

4. Affect the continuing rights of the City after acceptance of the completed work.

D. 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.

E. The Contractor shall, without charge, replace or correct work found by the City not to conform to the Contract requirements unless, in the public interest, the City consents to accept the work with an appropriate adjustment in Contract price. The Contractor shall segregate and promptly remove rejected material from the premises.

F. If the Contractor does not replace or correct rejected work promptly, the City may, by

Contract or otherwise, replace or correct the work and charge the cost to the Contractor;

or Terminate for Default the Contractor's right to proceed.

G. If, before acceptance of the entire work, the City decides to examine already completed work by removing it or tearing it out, the Contractor, on request, shall furnish promptly all necessary facilities, labor and material. If the work is found to be defective or non-conforming in any material respect due to the fault of the Contractor or subcontractors, the Contractor shall defray the expenses of the examination and satisfactory reconstruction. However, if the work is found to meet Contract requirements, the Contracting Officer shall make an equitable adjustment for the additional services involved in the examination and reconstruction, including, if the completion of the work was thereby delayed, an extension of time.

H. Unless otherwise specified in the Contract, the City shall accept, as promptly as practicable after completion and inspection, all work required by the Contract or that portion of the work the COTR determines can be accepted separately. Acceptance shall be final and conclusive except for latent defects, fraud, gross mistakes amounting to fraud, or the City's rights under any warranty or guarantee.

E-3 CLAIMS FOR DAMAGES

A. The risk of loss will be on the Contractor until completion and acceptance and after any rejection, unless loss results from negligence of City.

B. Should a party to this Contract suffer injury or damage to person or property because of any act or omission of Contractor or any of their employees, subcontractors, agents or others for whose acts the Contractor is legally liable, a claim for damages shall be made in writing within a reasonable time after the first observance of such injury or damage. The liability for such actions is borne by the Contractor.

C. Should damage to person or property result from an act of omission; accident; or third party, the Contractor shall promptly notify the City of the incident; and pursue a claim for compensation against the appropriate insurance of third party or Contractor. This does not include damages related to force majeure.

SECTION F: DELIVERY OR PERFORMANCE

F-1 PLACE OF DELIVERY

Services shall be performed in accordance with all requirements contained herein, and per all specifications incorporated by reference and specified in solicitation/Contract.

Additional locations may be identified and authorized by purchase order change order signed by the Contracting Officer during the Contract term. Delivery of all labor, equipment, and materials shall be at the destination/area as specified by the City.

F-2 MONTHLY ESTIMATES

It shall 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 $1,500.00 or less will be accepted until final payment is requested.

F-3 PERIOD OF PERFORMANCE

The Contractor must achieve Substantial Completion within 310 Calendar Days after receiving the Notice-to-Proceed including the manufacturing and delivery of all project components. All testing and acceptance by the City must be achieved prior to substantial completion.

Failure on the part of the Contractor to complete the Work within the stated timeframe may result in liquidated damages as stated in the ITB.

F-4 SCHEDULE OF VALUES

Within fifteen (15) Calendar Days after the Contract Award, and in any event, prior to the first application for partial payment, the Contractor shall submit to the COTR a proposed Schedule of Values setting forth a reasonable allocation of the Contract Sum 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 hereunder.

SECTION G: CONTRACT ADMINISTRATION DATA

G-1 DEFINITIONS

Wherever the words defined in this section, or pronouns used in their stead occur in the solicitation, specifications, Contract or bond, shall have the meanings here given.

A. Acceptance means, in terms of goods, the COTR’s approval of the Contractor’s invoice for such goods after a reasonable opportunity to inspect and, in terms of services, the COTR’s approval of the Contractor’s invoice for such services.

B. Architect means an individual licensed, or an organization legally authorized, to practice architecture in the Commonwealth of Virginia, or the authorized representative of the licensed individual or organization.

C. Bid means a Bidder’s offer to provide specific goods and/or services at specified prices and per the conditions set forth in the ITB.

D. Bidder means any person who submits a Bid in response to the ITB offering to enter into a Contract with the City.

E. Business Day means any day other than a Saturday, Sunday, City holiday, or other day on which the City is closed.

F. Calendar Day means any day in a year, from midnight to midnight, including weekends and holidays.

G. Change Order means a written order to the Contractor, signed by the City, which authorizes a change in the Work, an adjustment to the Contract Sum, and/or an adjustment to the Contract Period.

H. Contract means a mutually binding and legally enforceable agreement executed between the City and a Contractor after an award pursuant to the ITB that obligates the Contractor to furnish construction to or on behalf of the City and the City to pay for the construction. The Contract shall consist of, but is not limited to, the following:

1. The ITB;

2. All addenda issued related to the ITB;

3. The Bidder’s signed Bid and all other documents submitted by the Bidder to the

City in response to the ITB;

4. The Notice of Award issued for the ITB;

5. The Notice to Proceed;

6. These Construction Terms and Conditions;

7. The Schedule(s);

8. All testing documentation;

9. The Task Order(s), if applicable, issued for the ITB;

10. If applicable, the Bidder’s signed response to the Task Order and all other documents submitted by the Bidder to the City in response to the Task Order issued for the ITB;

11. The Purchase Order(s) issued for the ITB;

12. Any related Agreements (e.g. Warranty, Support and Maintenance Agreements);

and

13. All Change Orders and Contract Modifications issued pursuant to the Contract.

I. Contractor means the individual, firm or organization which contracts with the City to perform the Work. As employed herein, the term "Contractor" may refer to an individual, an organization, or to the Contractor's authorized representative.

J. Contract Period means the period allotted in the Contract Documents for Substantial

Completion of the Work, together with any Time Extensions granted in accordance with the terms of this Contract.

K. Contract Sum means the total amount payable to the Contractor for performance of the

Work. The Contract Sum is stated in the Contract and shall include any adjustments granted by Change Order.

L. Contracting Officer means duly authorized agent for the City acting solely in their respective capacity.

M. Contracting Officer’s Representative (COR) means the Contracting Officer's duly authorized agent acting solely in their respective capacity. The COTR is responsible for administering the awarded Contract in response to this solicitation; however, no authority to modify any provisions of this Contract is authorized.

N. Contracting Officer’s Technical Representative (COTR) means the Contracting

Officer’s Representative’s duly authorized agent acting solely in their respective capacity. The COTR is responsible for technical assistance in administering the Contract; however, no authority to modify any provisions of this Contract is authorized.

The COTR may designate one or more additional representatives to assist with contract administration.

O. Final Completion means the certification by the Architect that all work has been accepted and is complete in accordance with the Contract Documents. Unless otherwise agreed, Final Completion shall occur within thirty (30) calendar days of the date of Substantial Completion.

P. Final Payment means the payment of the balance of the Contract Sum, following the

Acceptance of all goods and/or services delivered pursuant to the Contract.

Q. Liquidated Damages means a specific sum to be paid for each day that the time consumed in substantially completing the work exceeds the contract period.

R. Notice to Proceed means a written notice from the City to the Contractor directing the Contractor to proceed with the Work.

S. Purchasing Agent means the City’s principal public purchasing official responsible for the purchase of all goods, services, insurance, and construction needed by the City.

T. Specifications means an explicit set of requirements to be satisfied by construction, a material, product, or service as contained in the Invitation to Bid.

U. Subcontractor means any individual, firm or organization, other than an employee of the Contractor, who contracts with the Contractor to furnish or who actually furnishes labor, materials, services or equipment, or any combination thereof to the Contractor in connection with the Work.

V. Substantial Completion means certification by the Architect that the Work has been sufficiently completed, in accordance with the Contract Documents, to allow the Work to be utilized for the purpose for which it was intended.

W. Time Extension means a written Notice, signed by the Purchasing Agent, extending the

Contract Period.

X. Work means the construction required under the Contract.

G-2 APPOINTMENT OF CONTRACTING OFFICER'S REPRESENTATIVE (COR)

and CONTRACTING OFFICER’S TECHNICAL REPRESENTATIVE (COTR)

The following individual is appointed as the authorized COTR:

Tafesse Gyes, P.E., CCM, Construction Operations Manager T&ES- Project Implementation 2331 Mill Road Suite 302 Alexandria, VA 22314 Telephone: (703) 746-4051 Email: Tafesse.Gyes@alexandriava.gov

The following individual is appointed as the authorized COR:

Daphne Kott, Deputy Director T&ES - Project Implementation 301 King Street, Rm. 3200 Alexandria, VA 22314 Telephone: (703) 746-4055 mailto:Tafesse.Gyes@alexandriava.gov

Email: Daphne.Kott@alexandriava.gov

The COR/COTR is responsible for administering any orders placed hereunder. No authority to modify any provisions of this Contract is granted.

Any deviation from the terms of the Contract must be submitted for contractual action to the following Contracting Officer:

Tony Esse, Contracting Officer T&ES - Project Implementation 301 King Street, Rm. 302 Alexandria, VA 22314 Telephone: (703) 746-4699

Email: tony.esse@alexandriava.gov

The Contractor shall contact the COTR to coordinate placement of contracted items/work.

G-3 PAYMENT TO CONTRACTOR-INVOICING

The Contractor shall submit an original and one copy of invoices upon completion to the COTR stated above. Partial payment of work under this Contract shall be made in accordance with Section G-4. All invoices shall contain the following information:

A. Name of Contractor B. Contract Number C. Purchase Order Number D. Project Number, if applicable E. Description of Work F. Contract Item Numbers G. Date of Performance, and H. Invoice Date

Invoices must contain all required information as listed above. Any time frames governing payment under this Contract shall be null and void if invoices are not complete. Any invoices not referencing the Contract number shall be returned for completion and resubmission. Additionally, all invoices shall contain the following statement:

CERTIFIED JUST AND CORRECT

PAYMENT NOT RECEIVED

Signature Date

The statement shall be signed by the Contractor's authorized representative.

G-4 PAYMENT TO CONTRACTOR-PAYMENTS

mailto:Daphne.Kott@alexandriava.gov mailto:tony.esse@alexandriava.gov

A. Partial Payments: Monthly Payments; Retainage: On or about the first (1st) of each month, the Contractor shall 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 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. In accordance with Section 3-3-56 of the Code of the City of Alexandria, within forty-five (45) Calendar Days after receipt of each Certificate of Payment, the City shall 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;

B. 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:

1. Defective Work not remedied;

2. Third party claims filed or reasonable evidence indicating probable filing of such claims;

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

4. Reasonable evidence that the Work cannot be completed for the unpaid balance of the Contract Sum;

5. Damage to the City or another contractor;

6. Reasonable evidence that the Work will not be completed within the Contract

Period;

7. Persistent failure to carry out the Work in accordance with the Contract Documents;

or

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.

C. Application of Withheld Funds: The City shall 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 shall be deemed payments for the account of the Contractor and shall reduce the City’s obligation to the Contractor accordingly.

D. Limitation on Payments: Unless otherwise provided herein, 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.

E. 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 shall 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 shall 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.

F. Conditions Precedent to Partial Payments: Before any payment will be made under this

Contract, the Contractor and every Subcontractor, if required, shall deliver to the 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.

G. Conditions Precedent to Final Payment: Neither final payment nor any retainage shall 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 shall 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.

H. 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 shall, upon application by the Contractor and certification by the 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 shall be made under terms and conditions governing final payment, except that it shall not constitute a waiver of claims.

I. 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.

G-5 CHANGES IN THE WORK

A. 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.

B. 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 shall 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% --

C. Itemization: In submitting its Change Order proposal, the Contractor shall provide a complete cost breakdown that lists and substantiates each item of Work and each item of cost.

G-6 SUBSTANTIAL COMPLETION

A. When the Contractor considers that the Work, or such portion thereof which the City agrees, in writing, to accept separately, is substantially complete, the Contractor shall 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 shall also give notice to Code Enforcement and obtain any necessary inspections and correct any deficiencies as a condition for Substantial Completion.

B. Upon receipt of the Contractor’s notice, the City will make an inspection to determine whether the Work or such designated portion thereof, is substantially complete. If the City’s inspection discloses any items, whether or not included on the Contractor’s list, which are incomplete and not in accordance with the requirements of the Contract

Documents, and which prevent Substantial Completion, the Contractor shall, before issuance of the Certificate of Substantial Completion, complete or correct such items upon notification by the City. The Contractor shall 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 shall provide the Contractor a comprehensive punch list of items to be completed and/or corrected. The Contractor shall 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.

C. When the Work, or such designated portion thereof, is substantially complete, the City shall prepare and issue a Certificate of Substantial Completion (in the form of AIA Document G704) which shall establish the date of Substantial Completion, the applicable responsibilities of the City and the Contractor for security, maintenance, utilities, damage to the Work, insurance, etc. and shall fix the time within which the Contractor shall finish all items on the list accompanying the Certificate of Substantial Completion. The Certificate of Substantial Completion shall be submitted to the City and to the Contractor for their written acceptance of responsibilities assigned to each of them therein.

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

G-7 FINAL COMPLETION AND PAYMENT

Upon written notification by the Contractor that the Work is finally complete, 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 fully performed (to include Contractor and sub-contractor’s release of liens), the City shall promptly prepare and issue a Final Certificate for Payment.

G-8 INCREASE/DECREASE IN QUANTITY

The quantities outlined in the solicitation/Contract are approximate and not guaranteed.

Unit prices bid shall apply for increase or decrease to the estimated quantities shown in the proposal. Any increase to quantities shall require a Contract change order signed by the Contracting Officer.

SECTION H: SPECIAL CONTRACT REQUIREMENTS

H-1 INTERPRETATION OF CONTRACT: NOTICE OF AMBIGUITIES

A. This written Contract and any and all identified writings or documents incorporated by reference herein or physically attached hereto constitute the parties' complete agreement and no other prior or contemporaneous agreements either written or oral shall be considered to change, modify or contradict it. Any ambiguity in the Contract will not be strictly construed against the drafter of the Contract language but shall be resolved by applying the most reasonable interpretation under the circumstances, giving full consideration to the intentions of the parties at the time of contracting.

B. It shall be the obligation of the Contractor to exercise due diligence to discover and to bring to the attention of the COTR at the earliest possible time any ambiguities, discrepancies, inconsistencies, or conflicts in or between the specifications and the applicable drawings or other documents incorporated by reference herein. Failure to comply with such obligation shall be deemed a waiver and release of any and all claims for extra costs or delays arising out of such ambiguities, discrepancies, inconsistencies and conflicts.

H-2 LICENSING

A. Contractor's License: In accordance with Section 54.1-1103 of the Code of Virginia, 1950, as amended, the Contractor and each subcontractor shall have a valid Virginia contractor’s license prior to award. The Virginia contractor’s registration number for each subcontractor shall be provided on the list of subcontracts.

B. Alexandria Business Licenses: In accordance with Chapter 1, Title 9, of the Code of the City of Alexandria, the following shall possess a current City business license prior to awarding of contracting:

1. Contractor;

2. All subcontractors, sub-subcontractors and vendors at any tier with a definite place of business in the City; and

3. All subcontractors, sub-subcontractors and vendors 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 $25,000 in any calendar year.

H-3 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 (5) percent of the amount representing the bid or sum total noted in Section B.

H-4 PERFORMANCE AND PAYMENT BONDS

A. The successful bidder shall be required to 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.

B. The Contractor shall, within fifteen (15) days of 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 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 shall not be binding until it has been validated by the City and a copy of such fully validated Contract is delivered to the Contractor.

C. Failure upon the part of the Contractor to execute and deliver Certificate(s) of Insurance and performance and payment bonds within fifteen (15) days after Notice of Intent to Award, shall be just cause for the forfeiture of the bid guaranty to the City, which forfeiture shall be 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.

H-5 ADDITIONAL BOND SECURITY

If any surety upon any bond furnished in connection with this Contract becomes unacceptable to the Contracting Officer, 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 penal sum of any bond becomes inadequate in the opinion of the Contracting Officer, the Contractor shall furnish promptly 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.

H-6 DAMAGES FOR DELAY

A. The City and the Contractor agree that the City will incur damages as the proximate result of any failure by the Contractor to complete the Work within the time specified in the Contract, and any extension thereof granted by the Contracting Officer, and that such damages are not readily susceptible to calculation. If the Contractor fails to complete the Work within the time specified in the Contract, and any extension thereof granted by the Contracting Officer, the Contractor shall pay to the City the sum of Six Hundred Dollars (600.00) for each day of delay.

B. If the City terminates the Contractor's right to proceed, the resulting damages will include the agreed sum for such reasonable time as may be required for the completion of the Work beyond the time specified in the Contract, and any extension thereof granted by the Contracting Officer, together with any increased costs incurred by the City in completing the Work.

C. If the City does not terminate the Contractor's right to proceed, the resulting damages will consist of the agreed sum for such reasonable time as may be required for the completion of the Work beyond the time specified in the Contract, and any extension thereof granted by the Contracting Officer.

D. The Contractor shall have thirty (30) days after the date of Substantial Completion to complete the Work contained within the punch list. If the work contained thereon is not completed within such thirty (30) day period, the sum of Six Hundred Dollars (600.00) for each day of delay will be deducted from the Contract Price until the Date of Final Completion and acceptance of the Work contained on that punch list.

H-7 BUY RECYCLED POLICY

The City prefers to buy products made with recovered materials whenever they meet performance standards, can be purchased competitively and are available at a reasonable price within a reasonable period of time. All bidders are required to identify with their bid/proposal all recycled products they are offering.

H-8 INSURANCE REQUIREMENTS

The Contractor shall be required to maintain, in force, insurance as described below and approved by the City for the duration of the Contract. Insurance coverage shall be a Contract specific or occurrence-based policy. The Contractor’s Insurance Coverage shall be primary and non-contributory for any claims related to this Contract. Claims Made policies are not acceptable (excepting Professional Liability). Proof of acceptable insurance shall be required prior to Contract award and shall be maintained in full force for duration of Contract. The Contractor shall provide a complete copy of any policy including any endorsements and related documents via PDF if requested.