832997histWarren.pdf

IFB 27-001 45 Winchester Street Improvements

TOWN OF WARRENTON, VIRGINIA

Invitation for Bid: 45 Winchester Street Improvements IFB Number: 27-001 Closing Date: August 24, 2026 at 1:00 PM

ALL BIDS MUST BE RECEIVED BY THE CLOSING DATE AND TIME TO BE CONSIDERED

One (1) original and three (3) copies of the bid, including any attachments, shall be mailed or delivered to:

By Mail: Town of Warrenton By Hand: Town of Warrenton Purchasing Agent Purchasing Agent P.O. Box 341 21 Main Street Warrenton, VA 20188 Warrenton, VA 20186

Public Notice and Posting. Public notice of this Invitation for Bid shall be posted on the Town of Warrenton’s procurement webpage or another appropriate public procurement website at least ten (10) days before the date set for receipt of bids. The Town may also post this IFB on the Commonwealth’s central electronic procurement website.

All inquiries for information regarding procurement procedures, bid submission requirements, or other fiscal/administrative concerns shall be directed to:

Purchasing Agent Phone: 540-347-1101 21 Main Street Warrenton, VA 20186 email: procurement@warrentonva.gov

For technical information relating to this IFB, please contact:

Hunter Digges, Building Official Phone: 540-347-1101 21 Main Street Warrenton, VA 20186 email: hdigges@warrentonva.gov

In compliance with this Invitation for Bid and all the conditions imposed herein, the undersigned offers and agrees to furnish the goods, services, and construction in accordance with the signed bid or as mutually agreed upon by subsequent negotiations.

Company Name:

Date:

PRINT/TYPE COMPANY NAME

Address:

Fax #:

By:

Phone #:

PRINT/TYPE INDIVIDUAL’S NAME

Title:

E-mail:

Signature:

FEIN/SSN

CERTIFICATION PAGE

RETURN THIS PAGE WITH BID SUBMISSION

TOWN OF WARRENTON, VIRGINIA

Invitation for Bid: 45 Winchester Street Improvements

I. PURPOSE

The Town of Warrenton (“Town”) is accepting bids from qualified, Class A contractors to abate numerous property maintenance violations per a final order rendered by the Fauquier County Circuit Court (see, ATTACHMENT 2).

II. SCOPE OF SERVICES

The major construction elements for this project include, but are not limited to, repairing the structure’s exterior façade; installing a landing (or porch) at the rear of the structure; correcting the structural support system of the breezeway; repairing the breezeway roof; correcting the structure’s roof drainage; repairing/replacing windows and doors, as necessary; and obtaining all necessary and required permits and Historic District Certificates of Appropriateness prior to the commencement of any construction activities. See, ATTACHMENT 1 for specifics and photos.

In addition to the major work elements listed above, the Contractor’s responsibilities shall include, but are not limited to:

Contractor shall submit a two-week look-ahead schedule each Thursday by 4:30 pm and as-needed.

Contractor shall submit all materials for review to the Building Official prior to ordering. Materials shall be period-appropriate and shall be of like-kind to the existing structure.

Time is of the essence. The Contractor shall meet substantial completion by Monday, March 1, 2027.

Substantial completion shall be defined as the project being finished, having passed all inspections.

This is a lump sum bid and said bid shall include any necessary engineering, architecture, or other subcontractor service fees.

Contractor shall be responsible for keeping the roadways and sidewalks adjacent to the work area clean and free of debris.

III. SPECIAL TERMS AND CONDITIONS

The following Special Terms and Conditions shall govern this procurement:

1. The Contract shall consist of this Invitation for Bid, incorporating the General Terms and Conditions attached as EXHIBIT B; any Special Terms and Conditions, Exhibits, Appendices, Addenda, Plans, Specifications, and Attachments hereto; the bid submitted by the awarded Contractor; and a purchase order issued by the Town.

2. Bid shall be submitted on EXHIBIT A. Bidder’s bid shall be firm and not subject to increase during the term of any contractual agreement arising between the Town and the successful Contractor as a result of this IFB. Fees quoted shall be inclusive of all work to be accomplished by the Contractor as well as the work of any subcontractors hired by the Contractor to perform the services required under this IFB. The Town of Warrenton will not pay travel time and related costs. These items are to be considered Contractor’s overhead and included in the price quoted.

3. Bids shall be binding for 60 days following the closing date.

4. The Town will award to the Contractor deemed to be the lowest responsive, responsible bidder based on the information provided and the bid amount listed on EXHIBIT A.

5. Contractor’s Project Schedule shall be coordinated and approved by the Town and shall include, at a minimum, a two-week look-ahead schedule each Thursday by 4:30 pm.

i. Night work must be submitted to the Town a minimum of 72 hours prior to work and must be approved by Town Manager.

6. All work shall conform to the Town of Warrenton Historic District Guidelines, conditions of a

Certificate of Appropriateness approval, as well as State Building Codes as deemed appropriate by the Town of Warrenton Building Official. Any work not conforming to these specifications is subject to be shut down by the Town’s Building Official.

7. All work shall carry at least a one (1) year warranty on individual products that will continue to be warranted for one (1) year after project completion. Contractor shall repair any deficiency within two

(2) weeks from a written notice by the Town at no cost to the Town.

8. Utilities: Contractor shall notify the Town in advance of commencing work thereon, and in the event of the necessity of disrupting utility or other services, he shall notify the appropriate official in charge of such utility or other services and arrange for the disruption and restoration of such service in a manner which will result in a minimum of inconvenience to the parties concerned. Notification must be given at least 72 hours in advance of any utility disruption.

i. Underground utility locations are not all shown and if so, are approximate. Contractor is required and responsible to coordinate with Miss Utility prior to any excavation work.

Contractor shall field verify the vertical and horizontal locations of all existing utilities at least 48 hours prior to excavation. Differences shall be reported to the Town immediately.

9. Care must be given to preserve any property pins not directly in conflict with the construction. It shall be the Contractor’s responsibility to reset any property pins disturbed during construction.

10. Storage: Storage lay down areas shall minimize impact to area residents and shall not spill over to adjacent private properties. Special care shall be taken not to damage any existing items or prevent access to any private property and pedestrian trail. All storage areas shall be returned to previous condition or better once work is completed.

11. The Town reserves the right to inspect all operations and to withhold payment for any work not performed in accordance with the specifications. These corrections shall be at no cost to the Town.

Contractor shall correct deficiencies within 24 hours of notice by telephone or writing. Failure to do so shall be cause for withholding of payment for that work.

12. Payment terms are net, 30 days from date of acceptance by the Town’s Building Official, or his designee. Five percent (5%) retainage will be withheld from progress payments. Invoices may be submitted on a monthly basis. In the event of any conflict between this Special Term and Exhibit B, Section 29, this Special Term shall control, and payment shall be made net thirty (30) days from the date of acceptance by the Town’s Building Official or designee and receipt of a proper invoice, unless otherwise required by applicable law.

13. Any and all change orders are subject to paragraph 28 of EXHIBIT B and such work shall not be commenced without first obtaining the prior, written approval of both the Purchasing Agent as well as the Building Official listed on page 1 of this IFB.

14. Town of Warrenton Business License: The successful Contractor shall be prepared to obtain a Town of Warrenton business license, if found to be necessary.

15. Bid Bond: All bids shall be accompanied by a five percent (5%) bid bond for the total amount of bid.

16. Performance and Payment Bonds: Performance and Payment Bond with a value of 100% of the contract amount for all contracts greater than $75,000 will be required of the successful Bidder prior to commencing work.

17. W-9 Form: A current W-9 form shall be required prior to commencing work.

18. Permits: Contractor shall be prepared to obtain all necessary permits, including, but not limited to:

stormwater, land disturbance, and building permits prior to commencing any work. Contractor shall use appropriate control measures and procedures for stormwater discharges to the MS4. Contractor shall follow the appropriate laws and regulations, and secure appropriate permits commensurate to the type of activities being performed on behalf of the Town. In addition to meeting appropriate state and federal requirements, contractors must, at a minimum, adhere to the Town’s standard daily operating procedures for addressing potential water quality impacts.

19. Acceptance of Work: No project will be considered complete until it is approved and accepted by the Town’s Building Official or his designee.

20. Insurance: Prior to the start of any work pursuant to this contract, the Contractor shall procure and maintain for the duration of the contract insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder by Contractor, his agents, representatives, employees, or subcontractors.

The Contractor shall provide a certificate of insurance naming the Town of Warrenton as additional insured and, if requested, a certified copy of said policy or endorsement(s) before commencement of contract. All insurance shall be placed with an insurer licensed to do business in the Commonwealth of Virginia. The underwriter shall be subject to the approval of the Town of Warrenton.

The Contractor shall maintain limits no less than:

a. Commercial General Liability: $1,000,000 combined single limit per occurrence for bodily injury, personal injury and property damage. The general aggregate limit shall apply separately to this project/location or the general aggregate shall be twice the required occurrence limit.

b. Automobile Liability: $1,000,000 combined single limit per accident for bodily injury and property damage.

c. Workers’ Compensation and Employers Liability: Worker’s Compensation as required by the Code of the Commonwealth of Virginia and Employers Liability limits of $1,000,000 per accident.

IV. PRE-BID MEETINGS

There will be a mandatory Pre-Bid Meeting on Monday, July 27, 2026 at 10:00 am at the Town of Warrenton Town Hall Building located at 21 Main Street, Warrenton, VA 20186.

The mandatory Pre-Bid Meeting is to discuss the project, review plans/specifications, and answer questions. A guided site tour will then be conducted with any interested parties. *Please note that this property is privately owned.

Attendance at the mandatory Pre-Bid Meeting is a condition of responsiveness. Failure to attend will result in the bid being deemed nonresponsive and ineligible for award, in accordance with the Virginia Public Procurement Act.

V. QUESTIONS CONCERNING THIS IFB

The due date for submitting questions related to this IFB will be Monday, August 10, 2026 at 12:00 pm. Any questions submitted on or before Monday, August 10, 2026 at 12:00 pm will be answered and uploaded to the Town’s website. It is the responsibility of the Bidder to check the Town’s website prior to the due date for any issued Addenda and to submit with their bid any and all Addenda acknowledgments signed by an individual authorized to sign on behalf of their organization.

VI. PROTEST PROCEDURES

Any bidder/offeror desiring to protest the award or decision to award a contract shall submit such protest, in writing, to the Purchasing Agent no later than ten (10) days after the award or the announcement of the decision to award, whichever occurs first, in accordance with the Virginia Public Procurement Act.

VII. MISCELLANEOUS

1. A copy of your Contractor’s Class A license shall be submitted along with the bid.

2. A copy of the Virginia Architect’s license of any architect subcontractor shall be submitted along with the bid.

3. Please provide the resume and statement of qualifications of all project team members who will be assigned to the project, including those responsible for “hands on” work, as well as those assigned for supervision and oversight responsibilities. This shall include Contractor and its staff, as well as any subcontractors hired to perform services.

4. Please provide a list of any and all past projects associated with the renovation of a building structure in an historic district within the last 3 years, along with the point of contact as reference for each project.

5. Notice of Award will be posted to the Town’s website at: https://www.warrentonva.gov/488/Bids- Proposals

6. Any person submitting a bid/proposal for construction work to any building, highway, sewer or other structure, the performance of which would require a contractor’s license pursuant to the provision of Sec.

54.1-1103 of the Code of Virginia, 1950, as amended, will be required to submit as part of their bid/proposal:

a. Satisfactory proof that such person is duly licensed under the terms of Sec. 54.1-1103 of the Code of Virginia, 1950, as amended, including the furnishing of any such contractor’s number;

b. A written, sworn statement (notarized) that the person’s license is in good standing;

attached as EXHIBIT C.

All bids must be signed and sealed in an envelope, clearly marked on the outside: “Sealed Bid IFB 27-001: 45 Winchester Street Improvements, to be opened August 24, 2026 at 1:00 PM", and shall be forwarded to the Purchasing Agent in order for your bid to be considered responsive.

Bids shall be opened and read aloud by the Purchasing Agent at the appointed hour and date and such of the bidders or members of the public as choose to attend.

The Town reserves the right to reject any and all bids and waive all informalities. In the event the Town Manager chooses to reject all bids, the Town will re-advertise.

Unless all bids are rejected, the Town reserves the right granted by Section 2.2-4318 of the Code of Virginia to negotiate with the lowest responsive, responsible bidder to obtain a contract price within the funds available to the Town whenever such low bid exceeds the Town’s available funds. For the purpose of determining when such negotiations may take place, the term “available funds” shall mean those funds which were budgeted by the Town for this contract prior to the issuance of the written Invitation for Bid. Negotiations with the low bidder may include both modifications of the bid price and the Scope of Work/Specifications to be performed.

The Town shall initiate such negotiations by written notice to the lowest responsive, responsible bidder that its bid exceeds the available funds and that the Town wishes to negotiate a lower contract price. The time, place, and manner of negotiating shall be agreed to by the Town and the lowest responsive, responsible bidder.

The Town of Warrenton does not discriminate on the basis of handicapped status in admission or access to its programs and activities. Accommodations will be made for handicapped persons upon prior requests.

GENERAL NOTES

The Contractor’s Project Schedule shall be coordinated and approved by the Town.

The Contractor shall notify the Town in advance of commencing work thereon, and in the event of the necessity of disrupting utility or other services, he shall notify the appropriate official in charge of such utility or other services and arrange for the disruption and restoration of such service in a manner which will result in a minimum of inconvenience to the parties concerned. Notification should be given at least 72 hours in advance of any utility disruption.

Underground utility locations are not all shown and if so, are approximate. The Contractor is required and responsible to coordinate with Miss Utility prior to any excavation work. The contractor shall field verify the vertical and horizontal locations of all existing utilities at least 48 hours prior to any excavation. Differences shall be reported to the Town immediately.

Night work is not anticipated on this project since all work is outside active roadways. Work hours are 8:00 am to 7:00 pm Monday through Friday. Any work outside those hours or on weekends must be approved in advance.

The work area shall be kept clean at all times and all materials and debris not intended for work shall be promptly removed. Broom clean the surface of all paved areas immediately after backfilling operations. Areas outside the construction site must be kept clean at all times.

Care must be given to preserve any property pins not directly in conflict with the construction. It shall be the contractor’s responsibility to reset any property pins disturbed during construction.

All storage areas will be returned to previous condition or better once work is completed.

END OF SECTION

TOWN OF WARRENTON, VIRGINIA

Invitation for Bid: 45 Winchester Street Improvements

EXHIBIT A – SCHEDULE OF FEES

ITEM UNIT TOTAL

45 Winchester Street Improvements

Lump Sum $

COMPANY

PHONE NUMBER

STREET

TITLE

CITY, STATE, ZIP

PRINTED NAME

FAX NUMBER

SIGNATURE DATE

TOWN OF WARRENTON, VIRGINIA

Invitation for Bid: 45 Winchester Street Improvements

EXHIBIT B

GENERAL TERMS AND CONDITIONS – CONSTRUCTION PROJECTS

The following General Terms and Conditions shall become part of all solicitations for construction projects that involve building, altering, repairing, improving or demolishing any structure, building or paving projects, and any draining, dredging, excavation, grading, remediation, or similar work upon real property.

1. DEFINITIONS:

a. The term “Town” shall mean The Town of Warrenton through the governing body or other agent with authority to execute the contract for the Town.

b. The term “Contractor” means the person, firm or corporation named such in the contract and includes the plural number and the feminine gender when such are named in the contract as the Contractor.

c. The term “Subcontractor” means only those having a direct contract with the Contractor and it includes one who furnishes material worked to a special design but does not include one who merely furnishes material not so worked.

d. The “Project Inspector” means one or more individuals employed or designated by the Town to make inspections, observe progress, approve schedules and accept services under the terms of the contract. The Town shall notify the Contractor in writing of the appointment of such Project Inspector.

e. The term "Drug-Free Workplace" means a site for the performance of work done in connection with a specific contract awarded to a contractor as a result of this solicitation, the employees of whom are prohibited from engaging in the unlawful manufacture, sale, distribution, dispensation, possession or use of any controlled substance or marijuana during the performance of the contract.

2. MANDATORY USE OF TOWN FORM AND TERMS AND CONDITIONS

Failure to submit a bid on the official Town form provided for that purpose shall be a cause for rejection of the bid. Modification or additions to any portion of the solicitation may be cause for rejection of the bid; however, the Town reserves the right to decide, on a case by case basis, in its sole discretion, whether or not to reject such a bid as nonresponsive.

3. PRECEDENCE OF TERMS

In the event there is a conflict between the General Terms and Conditions and any Special Terms and Conditions for use in a particular procurement, the Special Terms and Conditions shall apply.

4. CLARIFICATION OF TERMS

If any prospective bidder/offeror has questions about the specifications or other solicitation documents, the prospective bidder/offeror should contact the Purchasing Agent or the Technical Point of Contact whose name appears on the face of the solicitation on or before Monday, August 10, 2026 at 12:00 pm. Any revisions to the solicitation will be made only by addendum issued by the Purchasing Agent and will be posted on the Town’s website.

5. CONTRACT DOCUMENTS

The contract entered into by the parties shall consist of the Invitation for Bids/Request for Proposals, including any and all Exhibits, Appendices, and Attachments referenced in the Invitation for Bids/Requests for Proposals; the signed Bid/Proposal submitted by the Contractor; the Town of Warrenton standard contract form or Purchase Order; the General and Special Terms and Conditions; the Specifications with drawings, if any, including all modifications thereof, all which shall be referred to collectively as the Contract Documents.

6. BRAND NAME OR EQUAL

Unless otherwise provided in the solicitation, the name of a certain brand, make or manufacturer does not restrict offerors to the specific brand, make or manufacturing name, but conveys the general style, type, character and quality of the article needed. Any article that the Town, in its sole discretion, determines to be equal to that specified, considering quality, workmanship, economy of operation, and suitability for the purpose intended, shall be accepted. The offeror is responsible for clearly and specifically showing that the product being offered, by providing specific descriptive literature, catalog cuts and technical details, to enable the Town to decide whether the product offered meets the requirements of the solicitation. This is required even if offering the exact brand, make or manufacturer specified.

7. TRANSPORTATION AND PACKAGING

By submitting a bid, all bidders certify and warrant that the price offered includes all shipping costs. Any additional shipping costs are the responsibility of the Contractor unless the Town has agreed to them in advance. All shipping containers shall be legibly marked or labeled on the outside with the purchase order number, commodity description and quantity.

8. TESTING/INSPECTION

The Town reserves the right to conduct any test/inspection it may deem advisable to assure goods and/or services conform to the specifications. In the event that test/inspection results require remediation action, the Town has full authority to require the Contractor to take effective action to bring the property up to code.

9. LAWS AND REGULATIONS

a. Any contract resulting from this solicitation shall be governed in all respects by the laws of the Commonwealth of Virginia and any litigation with respect thereto shall be brought in the courts of the Commonwealth. The bidder/offeror shall comply with applicable federal, state and local laws and regulations. The Contractor shall give all notices and comply with all laws, ordinances, rules, regulations, and lawful orders of any public authority bearing on the performance of the work.

b. The Contractor and Subcontractor shall comply with the Virginia Contractor’s Registration Law, Title 54, Chapter 11, Code of Virginia (1950), as amended. All nonresident Contractors and Subcontractors submitting bids/proposals on the work described herein shall register with the Department of Labor and Industry under the provisions of the Section 40.1-30 of the code of Virginia (1950), as amended.

10. INDEMNIFICATION

Bidder/Offeror agrees to indemnify, defend, and hold harmless the Town of Warrenton, its officers, agents, and employees from any claims, damages and actions of any kind or nature, whether at law or in equity, arising from or caused by the use of any materials, goods, services or equipment of any kind or nature furnished by the bidder/offeror, provided that such liability is not attributable to the sole negligence of the Town or failure of the Town to use the materials, goods or equipment in the manner already and permanently described by the bidder/offeror on the materials, goods or equipment delivered. The Bidder agrees that this clause shall include claims involving infringement of patent or copyright.

11. SUSPENSION AND DEBARMENT STATUS

By submitting their bids/proposals, all bidders/offerors certify that they are not currently debarred from submitting bids/proposals on contracts by the Town of Warrenton, nor are they an agent of any person or entity that is currently debarred from submitting bids/proposals on contracts by the Town of Warrenton.

Additionally, by submitting their bids/proposals, all bidders/offerors certify that they are not currently listed on the government-wide Excluded Parties List System as suspended or debarred, nor are they an agent of any person or entity that is currently suspended, debarred, or otherwise excluded by the federal government.

12. CONDITIONS AT SITE, BUILDING OR STRUCTURE

Bidders/Offerors shall visit the contract work site or sites and shall be responsible for having ascertained pertinent local conditions such as location, accessibility and general character of the site, building or structure, and the character and extent of existing work within or adjacent to the site.

13. QUALIFICATIONS OF BIDDERS/OFFERORS

The Town may make such reasonable investigations as deemed proper and necessary to determine the ability of the bidder/offeror to perform the work/furnish the item(s) and the bidder/offeror shall furnish to the Town all such information and data for this purpose as may be requested. The Town reserves the right to inspect the bidder’s/offeror’s physical plant prior to award to satisfy questions regarding the bidder’s/offeror’s capabilities. The Town further reserves the right to reject any bid/proposal if the evidence submitted by, or investigations of, such bidder/offeror fails to satisfy the Town that such bidder/offeror is properly qualified to carry out the obligations of the contract and to complete the work/furnish the item(s) contemplated therein.

14. SAFETY

All contractors and subcontractors performing services for the Town of Warrenton are required and shall comply with all Occupational Safety and Health Administration (OSHA) and any other applicable rules and regulations. All contractors and subcontractors shall be responsible for the safety of their employees and any unsafe acts or conditions that may cause injury or damage to any persons or property within and around the work site area under this contract.

15. PREPARATION AND SUBMISSION OF BIDS/PROPOSALS

a. Bids/proposals must give the full business address of the bidder/offeror and be signed by him or her with his or her usual signature. Bids/proposals by partnerships must furnish the full name of all partners and must be signed in the partnership name by one of the members of the partnership or any authorized representative, followed by the designation of the person signing. Bids/proposals by Corporations must be signed with the legal name of the corporation followed by the name of the State in which it is incorporated and by the signature and designation of the president, secretary or other person authorized to bind it in the matter. The name of each person signing shall also be typed or printed below the word “President”, “Secretary”, “Agent”, or other designation. When requested by the Town, satisfactory evidence of the authority of the officer signing on behalf of the corporation shall be furnished.

b. Identification of Bid/Proposal Envelope: The signed bid/proposal should be returned to the Purchasing Agent in a separate envelope or package sealed and identified as directed in the solicitation.

16. WITHDRAWAL OR MODIFICATION OF BIDS/PROPOSALS PRIOR TO DUE

DATE

Bids/proposals may be withdrawn or modified by written notice received from Bidders/Offerors prior to the time fixed for bid/proposal receipt.

17. RECEIPT AND OPENING OF BIDS/PROPOSALS

a. It is the responsibility of the bidder/offeror to assure that the bid/proposal is delivered to the place designated for receipt of bids/proposals prior to the time set for receipt of bids/proposals. No bid/proposal received after the time designated for receipt of bids/proposals will be considered.

b. Bids received in response to an Invitation for Bids will be opened at the time and place stated in the solicitation and bidder’s names and prices made public for the information of bidders and other interested who may be present either in person or by representative. The Purchasing Agent, whose duty it is to open the bids, will decide when the specified time has arrived. No responsibility will be attached to any agent of the Town for the premature opening of a bid not properly addressed or identified. In the case of the proposals received in response to a Request for Proposal, public openings are not required; however, if a public opening is held, only the names of the offerors will be read aloud.

18. WITHDRAWAL OF BID DUE TO ERROR (INVITATION FOR BIDS ONLY)

a. A bidder for this public construction contract may withdraw its bid from consideration if the price bid was substantially lower than the other bids due solely to a clerical mistake, as opposed to a judgment mistake, and the mistake was actually due to an unintentional arithmetic error or an unintentional omission of a quantity of work, labor, or material made directly in the compilation of the bid, which error or omission can be clearly shown by objective evidence drawn from inspection of the original work papers, documents, and materials used in preparing the bid. The bidder shall give written notice to the Purchasing Agent of its claim of right to withdraw the bid within two (2) business days after the conclusion of the bid opening procedure and shall submit the original work papers, documents, and materials with such notice. The bidder shall identify in sufficient detail the nature of the claimed mistake. The claimed mistake shall be proved only from the original work papers, documents, and materials delivered as required herein.

b. No bid may be withdrawn under this section when the result would be awarding the contract on another bid of the same bidder or of another bidder in which the ownership of the withdrawing bidder is more than five percent (5%).

c. If a bid is withdrawn under the authority of this section, the lowest remaining bid shall be deemed to be the low bid.

d. No bidder who is permitted to withdraw a bid shall, for compensation, supply any material or labor to or perform any subcontract or other work agreement for the person or firm to whom the contract is awarded or otherwise benefit, directly or indirectly, from the performance of the project for which the withdrawn bid was submitted.

e. The Town shall notify the bidder in writing within five (5) business days of its decision regarding the bidder’s request to withdraw its bid. If the Town denies the withdrawal of a bid under this section, the written notice shall state the reasons for the decision, and the Town may award the contract to such bidder at the bid price, provided such bidder is a responsive and responsible bidder. At the same time that the notice is provided, the Town shall return all work papers and copies thereof that have been submitted by the bidder.

19. SUBCONTRACTS:

a. The Contractor shall, as soon as practicable after the signing of the contract, notify the Town in writing of the names of Subcontractors proposed for the principle parts of the work. The Contractor shall not employ any Subcontractor that is not responsible or otherwise suitable. The Town shall not direct the Contractor to contract with any particular Subcontractor, however, the Town may disapprove the use of any Subcontractor deemed unsuitable.

b. The Contractor must agree that he is fully responsible to the Town for the acts and omissions of the Subcontractors and of persons either directly or indirectly employed by them as well as those persons directly employed by the Contractor himself.

20. [RESERVED]

21. PROJECT INSPECTOR AS THE TOWN’S AGENT:

a. The Project Inspector shall use all powers under the Contract to enforce its faithful performance. The Project Inspector shall determine the amount, quality, acceptability, and fitness of all parts of the work; shall interpret the Contract Documents and change orders; and shall decide all other questions in connection with the work. The Project Inspector shall recommend suspension of the work whenever such suspension may be necessary to ensure the proper execution of the Contract. The Project Inspector shall have no authority to approve or order changes in the work which alter the concept or which call for an extension of time or a change in the contract price. Upon request, the Project Inspector shall confirm in writing within ten (10) days any oral order, direction, requirement or determination.

b. All orders from the Town shall be transmitted through the Project Inspector.

22. INSPECTION AND TESTING:

a. All materials and workmanship, if not otherwise designated by the specifications, shall be subject to inspection, examination and test by the Project Inspector at any and all times during manufacture and/or construction. The Project Inspector shall have authority to reject defective material and workmanship and require its correction. Rejected workmanship shall be satisfactorily corrected and rejected material shall be satisfactorily replaced with proper material without charge therefore, and the Contractor shall promptly segregate and remove the rejected material from the premises. If the contractor fails to proceed at once with replacement of rejected material and/or the correction of defective workmanship, the Town may, by contract or otherwise, replace such material and/or correct such workmanship charging the cost to the Contractor. The Town may terminate the right of the Contractor to proceed as provided in the Default Clause, the Contractor being liable for any damage to the same extent as provided in the Default Clause for termination thereunder.

b. The Project Inspector may recommend to the Town that the work be suspended when, in his or her judgment, the intent of the plans and specifications is not being followed. Any such suspension shall be continued only until the matter in question is settled to the satisfaction of the Town.

c. The Project Inspector may immediately suspend any work which is being pursued in an unsafe manner and where in his or her judgment, the potential for serious personal injury or property damage exists.

d. The Project Inspector shall not:

1. Authorize deviations from the Contract Documents;

2. Enter into the area of responsibility of the Contractor’s superintendent;

3. Issue directions relative to any aspect of means, methods, techniques, sequences, or procedures;

4. Issue a certificate for payment.

e. The Town reserves the right to conduct any test or inspection it may deem advisable to assure that the work conforms to the specifications contained in this solicitation.

23. SUPERINTENDENCE BY CONTRACTOR:

a. The Contractor shall be responsible for all means, methods, techniques, sequences and procedures and for coordinating all portions of the work under the Contract except where otherwise specified in the Contract Documents.

b. The Contractor shall, at all times, enforce the strict discipline and good order among the workers on the project, and shall not employ on the site any unfit person or anyone not skilled in the work assigned to him or her.

24. CONTRACTOR’S TITLE TO MATERIALS

No materials or supplies for the work shall be purchased by the contractor or by any Subcontractor subject to any chattel mortgage or under a conditional sales or other agreement by which an interest is retained by the seller. The Contractor warrants that he has clear title to all materials and supplies for which he invoices for payment.

25. WARRANTY OF MATERIALS AND WORKMANSHIP

a. The Contractor warrants that, unless otherwise specified, all materials and equipment incorporated in the work under the contract shall be new, first class, and in accordance with the Contract Documents and shall be performed by persons qualified in their respective trades.

b. Work not conforming to these warranties shall be considered defective.

c. This warranty of materials and workmanship is separate and independent from and in addition to any other guarantees in this Contract.

26. USE OF PREMISES AND REMOVAL OF DEBRIS

a. The Contractor expressly undertakes, either directly or through its Subcontractor:

1. To perform this Contract in such a manner as not to interrupt or interfere with the operation of any existing activity on the premises or at the location of the work;

2. To secure the premises to ensure the proper care and protection of the work already performed and to store its apparatus, materials, supplies, and equipment in such an orderly fashion at the site of the work as will not unduly interfere with the progress of its work or the work of the Town or any other Contractor; and

3. To place upon the work or any part thereof only such loads as are consistent with the safety of that portion of the work.

4. To effect all cutting, filling or patching of its work required to make the same conform to the plans and specifications, and except with the consent of the Project Inspector, not to cut or otherwise alter the work of any other contractor. The Contractor shall not damage or endanger any portion of the work by cutting, patching or otherwise altering any work, or by excavation.

5. To clean up frequently all refuse, rubbish, scrap, materials and debris caused by its operations, to the end that at all times the site of the work shall present a neat, orderly and workmanlike appearance.

27. PROTECTION OF PERSONS AND PROPERTY

a. The Contractor expressly undertakes, both directly and through its Subcontractors, to take every precaution at all times for the protection of persons and property, including the Town’s employees and property and its own.

b. The Contractor shall be responsible for initiating, maintaining and supervising all safety precautions and programs in connection with the work.

c. The Contractor shall continuously maintain adequate protection of all work from damage and shall protect the Town’s property from injury or loss arising in connection with this contract. The Contractor shall make good any such damage, injury, or loss, except such as may be directly due to errors in the Contract Documents or caused by agents or employees of the Town. The Contractor shall adequately protect the adjacent property as provided by law and the Contract Documents, and shall provide and maintain all passageways, guard fences, lights and other facilities for protection required by public authority, local conditions, or any of the Contract Documents.

d. In an emergency affecting the safety or life of individuals, or of the work, or of adjoining property, the Contractor, without special instruction or authorization from the Town, is hereby permitted to act at its discretion, to prevent such threatened loss or injury. Also, should the Contractor in order to prevent threatened loss or injury, be instructed or authorized to act by the Town, he shall so act, without appeal. Any additional compensation or extension of time claimed by the Contractor on account of any emergency work shall be determined as provided by Section 28, “Changes in the Work.”

28. CHANGES IN THE WORK

a. The Town may at any time by written order, make changes in the work of this Contract and within the general scope thereof, except that no fixed price contract may be increased by more than twenty-five percent (25%) of the amount of the contract or ten thousand dollars ($10,000), whichever is greater. In making any change, the charge or credit for the change shall be determined by one of the following methods as selected by the Town.

1. The change order shall stipulate the mutually agreed price that shall be added to or deducted from the contract price. If the price change is an addition to the contract price, it shall include the Contractor’s overhead and profit.

2. By estimating the number of unit quantities of each part of the work which are changed and then multiplying the estimated number of such unit quantities by the applicable unit price (if any) set forth in EXHIBIT A – Schedule of Fees, or other mutually agreed unit price. If the Town decides to authorize work in accordance with unit price, measurement of unit quantities shall be on a net basis.

3. By ordering the Contractor to proceed with the work and to keep, and present in such form as the Town may direct, a correct account of the cost of the change together with all vouchers therefore. The cost shall include an allowance for overhead and profit to be mutually agreed upon by the Town and the Contractor.

b. The Contractor shall furnish the Town with an itemized breakdown of the quantities and prices used in computing the value of any change that might be ordered.

c. In figuring changes, instructions for measurements of quantities set forth in the specifications shall be followed.

d. All change orders must indicate that the completion date of the project is either not extended or is extended by a specific number of days. Both the old, and if there is one, the new date must be stated.

29. PAYMENT TERMS

Any payment made by the Town to Contractor on account of a progress estimate shall be less a five percent (5%) retainage to assure faithful performance of the work required under this Contract. All amounts retained under this provision shall be included in the final payment upon total performance as specified herein.

Unless otherwise provided in the solicitation, payment will be made forty-five (45) days after receipt of a proper invoice, or forty-five (45) days after receipt of all goods or acceptance of work, whichever is later.

a. Invoices for items/services ordered, delivered/performed and accepted shall be submitted by the Contractor directly to the payment address shown on the purchase order/contract. All invoices shall show the purchase order number and any federal employer identification number.

b. Any payment terms requiring payment in less than 45 days will be regarded as requiring payment 45 days after invoice or delivery, whichever occurs last. This shall not affect offers of discounts for payment in less than 45 days, however.

c. The date of payment shall be deemed the date of postmark in all cases where payment is made by mail.

d. The Town’s fiscal year is July 1 - June 30. Contractors are advised to submit invoices, especially for goods and/or services provided in the month of JUNE, for the entire month i.e. June 1 - June 30, so that expenses are recognized in the appropriate fiscal year.

e. Any payment made by the Contractor to the Town shall only be made in U.S. Dollars.

If payment is received in foreign currency the Town may, in its sole discretion, reject such payment and require immediate compensation in U.S. Dollars.

Pursuant to §2.2-4334 of the Virginia Public Procurement Act, Contractor shall have the option to elect to use an escrow account procedure for utilization of the Town’s retainage funds and shall so indicate in the space provided in the proposal documents. The escrow agreement form shall be executed and submitted to the Town within 15 calendar days after notification. Failure of Contractor to submit said form within 15 calendar days shall forfeit his rights to use of the escrow account procedure.

30. PAYMENT TO SUBCONTRACTORS

A contractor awarded a contract under this solicitation is hereby obligated:

a. To pay the subcontractor(s) within seven (7) days of the contractor's receipt of payment from the Town for the proportionate share of the payment received for work performed by the subcontractor(s) under the contract; or;

b. To notify the Town and the subcontractor(s), in writing, of the contractor's intention to withhold payment and the reason.

The contractor is obligated to pay the subcontractor(s) interest at the rate of one percent (1%) per month (unless otherwise provided under the terms of the contract) on all amounts owed by the contractor that remain unpaid seven (7) days following receipt of payment from the Town, except for amounts withheld as stated in subparagraph (b) above. The date of mailing of any payment by U.S. Mail is deemed to be payment to the addressee. These provisions apply to each sub-tier contractor performing under the primary contract. A contractor's obligation to pay an interest charge to a subcontractor may not be construed to be an obligation of the Town.

31. INVOICES

Invoices for items ordered, delivered and accepted shall be submitted by the bidder/offeror direct to the payment address shown on the purchase order/contract. All invoices shall show the Town’s purchase order number.

32. DEFAULT

In case of failure to deliver goods and/or services in accordance with the contract terms and conditions, the Town, after due oral or written notice, may procure them from other sources and hold the bidder/offeror responsible for any resulting additional purchase and administrative costs. This remedy shall be in addition to any other remedies which the Town may have.

33. CONTRACTOR’S RIGHT TO STOP WORK OR TERMINATE CONTRACT

If the work should be stopped under any order of any court or other public authority for a period of three (3) months through no fault of the Contractor or of anyone employed by the Contractor, or if the Town should arbitrarily fail to issue any certificate for payment within a reasonable time after they are due, or if the Town should fail to pay the Contractor within thirty (30) days any sum certified by the Town, then the Contractor may, upon fourteen (14) calendar days written notice to the Town, stop work or terminate the contract. The Contractor may then recover the Town payment for the cost of the work actually performed, together with the overhead and profit thereon, but profit shall be recovered only to the extent that the contractor can demonstrate that there would have been a profit on the entire contract if the work had been completed. The Contractor may not receive profit or any other type of compensation for parts of the work that were not performed. The Contractor may recover the cost of physically closing down the job site, but no other costs of termination. The Town may offset any claims it may have against the Contractor against the amounts due to the Contractor.

34. TOWN’S RIGHT TO TERMINATE CONTRACT

a. Termination for Convenience: This contract may be terminated for the convenience of the Town upon thirty (30) days written notice to the Contractor. In the event that the contract is terminated for convenience without the required thirty (30) days advance notice, then the Town shall be responsible for payment of work completed up to the termination date.

b. Termination for Cause: The thirty (30) days advance notice requirement is waived in the event of Termination for Cause.

1. If the Contractor should be adjudged bankrupt, or if he or she should make a general assignment for the benefit of his creditors, or if a receiver should be appointed on account of his or her insolvency, the Town may terminate the Contract. If the Contractor should persistently or repeatedly refuse or should fail, except in cases for which extension of time is provided, to supply enough properly skilled workers or proper materials, or if he should fail to make prompt payment to Subcontractors or for material or labor, or persistently disregards laws, ordinances or the instructions of the Town, or otherwise be in substantial violation of any provision of the contract, then the Town may terminate the contract.

2. Prior to the termination of the Contract, the Town shall provide the Contractor fourteen (14) calendar days’ written notice. Upon termination of the contract, the Town shall take possession of the premises and of all materials, tools and appliances thereon and finish the work by whatever method deemed expedient. In such case, the Contractor shall not be entitled to receive any further payment. If the expense of finishing the work, including compensation for additional managerial and administrative services, shall exceed the unpaid balance of the contract price, the Contractor shall pay the difference to the Town. The expense incurred by the Town as herein provided, and the damage incurred through the Contractor’s default, shall be certified by the Town.

3. Termination of the Contract under this section is without prejudice to any other right or remedy of the Town.

c. Termination Due to Unavailability of Funds in Succeeding Fiscal Years: When funds are not appropriated or otherwise made available to support continuation of performance in a subsequent fiscal year, the contract shall be terminated.

d. Termination Due to Unavailability of Materials: Notwithstanding any other provision in the Invitation for Bids or in this Contract, the Town may, in its sole and absolute discretion, terminate this Contract if it finds that any of the materials required for the performance of services are unavailable. For purposes of this provision, “unavailable” means that the material is not for sale at reasonable rates, that the material is not for sale within the time constraints of the Town, that transportation for the material is not available at reasonable rates within the time constraints of the Town, or any combination of these factors.

35. ASSIGNMENT OF CONTRACT

A contract shall not be assignable by the Contractor in whole or in part without the written consent of the Town.

36. ANTITRUST

By entering into a contract, the bidder/offeror conveys, sells, assigns and transfers to the Town of Warrenton all rights, title and interest in and to all causes of the action it may now have or hereafter acquire under the antitrust laws of the United States and the Commonwealth of Virginia, relating…