841035waterLouisa.pdf

COUNTY OF LOUISA, VIRGINIA

INVITATION FOR BID (IFB)

FOR

DUCTILE IRON PIPE REPLACEMENT NORTHEAST

CREEK WATER SYSTEM PHASES 1-5

IFB# WA-27-03

AUGUST 28, 2026

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INVITATION FOR BID

(IFB)

Issue Date: August 28, 2026 IFB# WA-27-03

Title: Ductile Iron Pipe Replacement Northeast Creek Water System Phases 1-5

Issuing Agency: County of Louisa, Virginia

Attn: Sam Massie

1 Woolfolk Avenue, Suite 304

Louisa, VA 23093

Location Where Work Will Be Performed: County of Louisa, Virginia

Period of Contract: From TBD Through TBD

Renewable: N/A

Sealed Bids Will Be Received Until: September 29, 2026 @ 3:30 p.m. local prevailing time

Direct All Inquiries for Information To: Sam Massie, Purchasing Coordinator

1 Woolfolk Avenue

Suite 304

Louisa, VA 23093

(540) 967-3404 smassie@louisacounty.gov

IF BIDS ARE MAILED, SEND DIRECTLY TO ISSUING AGENCY SHOWN ABOVE. IF BIDS ARE

HAND DELIVERED, DELIVER TO:

County of Louisa

Louisa County Administration Building

Attn: Sam Massie

Finance Department, 2nd Floor

1 Woolfolk Avenue

Suite 304

Louisa, Virginia 23093

(540) 967-3404

PRE-BID CONFERENCE: A mandatory pre-bid conference will be held on Thursday, September 3, 2026 at 10:00 AM with a cutoff time of 10:10 AM at the Louisa County Water Authority located at 23 Loudin Lane, Louisa, Virginia 23093. If special ADA accommodations are needed, please contact Sam Massie at (540) 967-3404 by September .

Note: This public body does not discriminate against faith-based organizations in accordance with the

Code of Virginia, § 2.2-4343.1 or against a bidder or offeror because of race, religion, color, sex, national origin, age, disability, or any other basis prohibited by state law relating to discrimination in employment.

INVITATION FOR BID TITLE PAGE

INVITATION NUMBER: WA-27-03 ISSUE DATE: 8/28/2026

TITLE: Ductile Iron Pipe Replacement Northeast Creek Water System Phases 1-5

In compliance with this Invitation for Bid and to all the conditions imposed herein, by signing below, Bidder:

(1) Offers and agrees to furnish the goods/services in accordance with the attached signed bid;

(2) Agrees that upon Louisa County’s written acceptance of Bidder’s response to the Invitation to Bid, a valid and binding contract for services exists between Bidder and Louisa County;

(3) Agrees that the Contract Documents will consist of, and only of, the Invitation for Bid, the Louisa County

Water Authority Standard Terms and Conditions and Bidder’s response to the Invitation for Bid;

(4) Certifies and warrants that the individual signing on Bidder’s behalf is authorized to bind the Bidder in any and all contractual matters relating to this Invitation for Bid;

(5) Certifies and warrants that neither Bidder, nor the individual signing on Bidder’s behalf, has any business or personal relationships with any other persons, including Louisa County employees, or companies that are in conflict with the Commonwealth of Virginia’s Conflict of Interest Act, or the Louisa County Water

Authority Standard Terms and Conditions; and,

(6) Certifies and warrants that the Bidder is properly licensed for providing the goods/services specified in the

Invitation for Bid and has the appropriate License or Certificate and classification(s) required to perform the work included in the scope of the bid documents, prior to submitting the bid, in accordance with Title 54.1, Chapter 11 of the Code of Virginia. If a bidder shall fail to obtain the required license prior to submission of his bid, he shall be deemed to be in violation of § 54.1-1115 of the Code of Virginia (1950), as amended, and his bid will not be considered.

Sign in ink and type or print requested information.

Legal Name and Address of Firm:

Date:

By:

(Signature)

Name:

FEI/FIN/SSN: (Please Print)

Fax Number: Title:

E-mail Address: Telephone Number:

Please provide the following if applicable to this IFB:

Virginia Contractor License # SCC ID #

Bidder shall ascertain prior to submitting a response that all Addenda issued have been received and shall acknowledge receipt and inclusion of all Addenda here:

Addendum #: Date Issued:

Information the Bidder deems Proprietary is included in this response in the separate section of the bid identified immediately below.

This Title Page MUST be Submitted as Part of your Bid

TABLE OF CONTENTS FOR IFB # WA-27-03

PAGE

I. PURPOSE 5

II. STATEMENT OF NEEDS/SCOPE OF SERVICES 5

III. BIDDER’S INSTRUCTION 6

IV. METHOD OF SELECTION 10

V. LOUISA COUNTY WATER AUTHORITY 14

MASTER CONTRACT GENERAL CONDITIONS AGREEMENT

VI. BID PRICE SHEET 30

VII. ATTACHMENTS 31

I. PURPOSE:

The Louisa County Water Authority (LCWA) is seeking bids from qualified contractors to replace approximately 40,100 linear feet of 12-inch ductile iron water main, including associated interconnections, hydrants, meter installations, appurtenances, removal of existing water main, and reconnection of existing water services.

A portion of the new water main replacement shall require installation and removal of a temporary water bypass system and temporary services. New water main shall be C-900 PVC water line.

II. STATEMENT OF NEEDS/ SCOPE OF SERVICES:

This contract will be for the replacement of existing ductile iron water mains located along Route 22 and

Route 33, including the cut-through of Industrial Drive in the County of Louisa, VA. The replacement work will include furnishing and installing approximately 40,100 L.F. of 12-inch C-900 PVC water line water main, and ductile or sleaved C-900 PVC water line under roadways or in high-traffic areas.

Appurtenant work shall include crosses, bends, tees, sleeves, caps, plugs or other fittings; valves and valve boxes; tie-ins, fire hydrants (National threads), air release valves; water services and re-connections;

temporary water main installation for in-place replacements; pressure reducing vault; restoration of pavement and associated work in the County of Louisa.

The project will involve coordination with the LCWA and the County for proper construction sequencing and maintenance of traffic.

Several sections of this project, a +/-2000 LF section near Louisa County High School that connects to the

Town of Mineral’s water system and an additional +/-600 LF section have already been replaced with 12-inch C-900 PVC water line. Any additional sections of this project where DIP have been replaced by 12-inch C-900 PVC water line do not need to be replaced.

The contractor is required to obtain a Virginia Department of Transportation (VDOT) Land Use Permit for work within public right-of-way and must abide by VDOT permit requirements, guidance, stipulations, and conditions. VDOT is reviewing project design. Any VDOT-related revisions to the plan will be published via Addendum issued not less than five days prior to bid receipt date.

Work will be completed in five phases, based on the sections labeled Priority 1 through Priority 5 on the map attached. The Louisa County Water Authority will determine the order in which the phases are conducted.

There is an unknown quantity of services connections of varying size, air release valves, gate valves, and fire hydrants that will be need to be replaced and reconnected over the course of the project.

All water service connections will need to be reconnected.

All air release valves need to be reconnected.

All valves need to be reconnected, and some additional valves will need to be added.

All appurtenances will need to be reinstalled.

This short description shall not in any way limit the contractor’s obligation to complete the work. It is the bidder’s responsibility to visit the site to determine the scope of work necessary.

All construction and materials will meet the Louisa County Water Authority Water And Sewer Utility

Standards, attached.

III. BIDDER’S INSTRUCTION:

A. BID PREPARATION:

1. A mandatory pre-bid conference will be held on Thursday, September 3, 2026 at 10:00

AM with a cutoff time of 10:10 AM at the Louisa County Water Authority located at 23

Loudin Lane, Louisa, Virginia 23093.

2. Bidders may submit any questions or requests for additional information regarding the project in written format by September 10, 2026. All questions shall be directed to Sam

Massie at smassie@louisacounty.gov or via fax at (540) 967-3439. A formal clarification will be sent out in writing on September 17, 2026, to all known potential bidders.

3. The Bidder must submit a bid, which demonstrates and provides evidence that the Bidder has the capabilities, professional expertise, and experience to provide the necessary services as described in this IFB. The Bidder shall ensure that all information required herein is submitted with the bid. All information provided should be verifiable by documentation requested by the County of Louisa. Failure to provide all information, inaccuracy or misstatement may be sufficient cause for rejection of the bid or rescission of an award.

4. Bids shall be signed by the authorized representative of the Bidder.

5. Bids should be prepared simply and economically, providing a straightforward, concise, detailed description of capabilities to satisfy the requirements of the IFB.

6. All expenses for making Bids to the County shall be incurred by the Bidder.

7. Bidder must be authorized to transact business in Virginia as a domestic or foreign business entity as required by the State Corporation Commission, if such is required by law. Such status shall be maintained during the term of a contract. A contract entered into by a business in violation of the requirements is voidable at the option of the public body.

B. BID SUBMISSION: The following documents must be received in our office via hard copy or through eVA no later than the closing date and time stated below:

If submitting through eVA, the Virginia e-procurement website, an electronic copy is acceptable.

1. Signed original of the completed Invitation for Bid Title Page

2. Signed Appendix A “Louisa County Water Authority, Standard Terms and Conditions.”

3. Completed Appendix B “Bid Price Sheet.”

4. BID BOND: Each bid shall be accompanied by a bid bond of five percent (5%) of the amount of the bid, which shall be a certified check, cash escrow or a bid bond payable to the

Louisa County Water Authority. The sureties of all bonds shall be of such surety company or companies as are approved by the State and are authorized to transact business in the mailto:smassie@louisacounty.gov

Commonwealth of Virginia. Such bid bond or check shall be submitted with the understanding that it shall guarantee that the bidder will not withdraw such bid during the period of 30 days following the opening of bids; that if such bid is accepted, the bidder will accept and perform under the terms of the Invitation for Bids and purchase order or contract.

5. PERFORMANCE AND PAYMENT BONDS: The successful bidder shall deliver to the purchasing office executed Performance and Payment Bonds, each in the sum of the contract amount, with the Louisa County Water Authority as obligee. The surety shall be a surety company or companies approved by the State Corporation Commission to transact business in the Commonwealth of Virginia. No payment shall be due and payable to the contractor, even if the contract has been performed in whole or in part, until the bonds have been delivered to and approved by the purchasing office.

6. EROSION AND SEDIMENTATION CONTROL PERFORMANCE BOND: The successful bidder shall deliver to the purchasing office an executed Erosion and

Sedimentation Control Performance Bond in the sum of $_________, with the Louisa

County Water Authority as obligee. The surety shall be a surety company or companies approved by the State Corporation Commission to transact business in the Commonwealth of

Virginia. No payment shall be due and payable to the contractor, even if the contract has been performed in whole or in part, until the bonds have been delivered to and approved by the purchasing office.

7. A list of client references of similar service contracts, including at least three (3) customers.

These references must include name, address, and telephone number.

8. A copy of any applicable Federal, State, or Local license required to legally perform the service, or sell the goods specified in the IFB shall be attached to the bid.

9. A certificate of insurance for all required coverages endorsing the County of Louisa and the

Louisa County Water Authority to the insurance policy as an additional insured.

10. Bidders are reminded that changes to the IFB, in the form of addenda, are often issued between the issue date and within 5 days of the due date of the solicitation. All addenda must be acknowledged on the IFB Title Page. Notice of addenda will be posted on eVA and on the County of Louisa procurement page https://www.louisacounty.gov/Bids.aspx. It is the bidder’s responsibility to monitor the webpage for the most current addenda.

11. If submitting electronically through eVA, One (1) electronic document in WORD format or searchable PDF of the entire bid as one document, INCLUDING ALL ATTACHMENTS must be uploaded through the eVA online submission portal.

12. Should the proposal contain proprietary information, provide one (1) redacted electronic copy of the bid and attachments with proprietary portions removed or blacked out. This redacted copy should follow the same upload procedures as described on item III. B. of this

RFP. This redacted copy should be clearly marked “Redacted Copy” within the name of the document. The classification of an entire proposal document, line item prices and/or total proposal prices as proprietary or trade secrets is not acceptable. Louisa County shall not be responsible for the Contractor’s failure to exclude proprietary information from this redacted copy.

7 of 3027 of 302 https://www.louisacounty.gov/Bids.aspx

The Bid Form, the bid security, if any, and any other documents required, shall be enclosed in a sealed opaque envelope. Any notation or notations on the exterior of the envelope purporting to alter, amend, modify, or revise the bid contained within the envelope shall be of no effect and shall be disregarded.

The IFB number and closing date must be clearly marked on the outside of the sealed envelope. Each sealed envelope containing a Bid must be plainly marked on the outside as follows:

1. Ductile Iron Pipe Replacement Northeast Creek Water System Phases 1-5

2. IFB# WA-27-03

3. Name of the Bidder

4. Address of the Bidder

5. Due Date and Time: 9/29/2026 @ 3:30 p.m.

6. A Statement reading “This container is not to be opened prior to the Bid Opening.”

Should any Bid be received which is not so identified, the bidder assumes the risk that the submission will be opened prior to the Bid Opening. Bids so opened shall be disqualified.

This solicitation will close on Tuesday, September 29, 2026 at 3:30 p.m., local time prevailing.

Return the bid to:

Mail to: (US Mail) or Hand Delivery (FEDEX, UPS, etc.)

County of Louisa County of Louisa

1 Woolfolk Avenue Louisa County Administration Building

Suite 304 Finance Department, 2nd Floor

Louisa, VA 23093 1 Woolfolk Avenue

Attn: Sam Massie Suite 304

(540) 967-3404 Louisa, VA 23093

Attn: Sam Massie

(540) 967-3404

C. SUBMISSION OF PROPRIETARY INFORMATION: All information submitted to the County in response to this solicitation will constitute public information and will be available to the public for inspection upon request pursuant to the Virginia Freedom of

Information Act (FOIA).

Pursuant to Virginia Code Section 2.2-4342 and County of Louisa Code Section 60-24, a

Bidder/Offeror may request an exception to disclosure for trade secrets or proprietary information as such is defined under Virginia Code Section 59.1-336, part of the Uniform

Trade Secrets Act.

In order to claim this exemption, the Bidder/Offeror shall perform ALL of the following:

(i) include a written request indicating Bidder/Offeror’s desire to invoke the protections of Virginia Code Section 2.2-4342 with submitted proposal materials/data; (ii) specifically identify the data or other materials to be protected by clearly labeling each page containing applicable data as PROPRIETARY; and (iii) to the County’s satisfaction, articulate the rationale for why protection for the particular data or materials is necessary. The classification of an entire bid or proposal document, line item prices and/or total bid or proposal prices as proprietary or trade secrets is not acceptable.

Without waiving sovereign immunity or any other available defenses, the County asserts that failure to meet all of these requirements will result in the data or materials being open for inspection in response to a valid inquiry under FOIA and will serve to waive any right of the Bidder/Offeror to assert a claim against the County for disclosure of trade secrets or proprietary information.

Bidder/Offeror shall be responsible for intervening and defending, at its expense, any demands made upon the County by third parties for production of any such items.

D. RECEIPT OF BIDS/LATE BIDS: It is the Bidders responsibility to ensure that his/her bid is received prior to or at the specific time and the place designated in the solicitation.

Bids received after the date and time specified shall not be considered.

Bids will be opened at the time and place stated in the advertisement, and their contents made public for the information of bidders and others interested who may be present either in person or by representative. The County personnel whose duty it is to open the bids will decide when the specified time has arrived.

Bids shall be addressed as indicated in the Advertisement for Bids and shall be delivered, enclosed in a sealed envelope, marked "Bid" and bearing the title of the work, name of the bidder, and the contractor’s license number of the bidder. Bidders shall clearly mark on the outside of the bid envelope which contract(s) they are bidding.

No responsibility will be attached to any County personnel for the premature opening of a bid not properly addressed and identified on the outside of a sealed envelope.

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IV. METHOD OF SELECTION:

Item

No.s

Description of Work and

Unit Price in Words

Estimated

Quantity and Unit

Unit Price Computed Total Price

12-Inch C-900 PVC Water

Main Replacement

6,550 LF $ $

12-Inch Gate Valve, Valve

Box Replacement

10 EA. $ $

3 Fire Hydrant Replacement 20 EA. $ $

3/4-Inch Water Service

Connection

20 EA. $ $

1-Inch Water Service

Connection

25 EA. $ $

1 1/2-Inch Water Service

Connection

25 EA. $ $

2-Inch Water Service

Connection

10 EA. $ $

3-Inch Water Service

Connection

5 EA. $ $

4-Inch Water Service

Connection

5 EA. $ $

6-Inch Water Service

Connection

5 EA. $ $

Air Release Valve

Assembly

20 EA. $ $

Phase 1 Total Lines 1-11 $

12-Inch C-900 PVC Water

Main Replacement

8,840 LF $ $

12-Inch Gate Valve, Valve

Box Replacement

10 EA. $ $

14 Fire Hydrant Replacement 20 EA. $ $

3/4-Inch Water Service

Connection

20 EA. $ $

1-Inch Water Service

Connection

25 EA. $ $

1 1/2-Inch Water Service

Connection

25 EA. $ $

2-Inch Water Service

Connection

10 EA. $ $

3-Inch Water Service

Connection

5 EA. $ $

4-Inch Water Service

Connection

5 EA. $ $

6-Inch Water Service

Connection

5 EA. $ $

Air Release Valve

Assembly

20 EA. $ $

Phase 2 Total Line 12-23 $

12-Inch C-900 PVC Water

Main Replacement

7,360 LF $

12-Inch Gate Valve, Valve

Box Replacement

10 EA. $

26 Fire Hydrant Replacement 20 EA. $

3/4-Inch Water Service

Connection

20 EA. $ $

1-Inch Water Service

Connection

25 EA. $ $

1 1/2-Inch Water Service

Connection

25 EA. $ $

2-Inch Water Service

Connection

10 EA. $ $

3-Inch Water Service

Connection

5 EA. $ $

4-Inch Water Service

Connection

5 EA. $ $

6-Inch Water Service

Connection

5 EA. $ $

Air Release Valve

Assembly

20 EA. $ $

Phase 3 Total Line 24-34 $

12-Inch C-900 PVC Water

Main Replacement

8,020 LF

12-Inch Gate Valve, Valve

Box Replacement

10 EA. $ $

37 Fire Hydrant Replacement 20 EA. $ $

3/4-Inch Water Service

Connection

20 EA. $ $

1-Inch Water Service

Connection

25 EA. $ $

1 1/2-Inch Water Service

Connection

25 EA. $ $

2-Inch Water Service

Connection

10 EA. $ $

3-Inch Water Service

Connection

5 EA. $ $

4-Inch Water Service

Connection

5 EA. $ $

6-Inch Water Service

Connection

5 EA. $ $

Air Release Valve

Assembly

10 EA. $ $

Phase 4 Total Line 35-45 $

12-Inch C-900 PVC Water

Main Replacement

9,330 LF $ $

12-Inch Gate Valve, Valve

Box Replacement

10 EA. $ $

48 Fire Hydrant Replacement 20 EA. $ $

3/4-Inch Water Service

Connection

20 EA. $ $

1-Inch Water Service

Connection

25 EA. $ $

1 1/2-Inch Water Service

Connection

25 EA. $ $

2-Inch Water Service

Connection

10 EA. $ $

3-Inch Water Service

Connection

5 EA. $ $

4-Inch Water Service

Connection

5 EA. $ $

Air Release Valve

Assembly

5 EA. $ $

Phase 5 Total Line 46-55 $

Project Total Lines 1-55

Numbers in the Method of Selection do not represent actual quantities, and are used for computational purposes only.

This contract may be awarded in part or in whole.

After the Sealed Bids have been opened, the County shall prepare a list of those contractors who have submitted bids and met the qualifications listed in this offering. Award shall be given based on the lowest responsive and responsible bidder. In case of arithmetic errors, the unit

12 of 30212 of 302 price will govern. The County of Louisa on behalf of the Louisa County Water Authority may cancel this IFB in whole or in part or reject any or all bids at any time prior to award. Should the County determine that a bidder is not qualified; the bidder shall be notified in writing of that determination and the reason. The award document will be a contract incorporating by reference all requirements, terms, and conditions of the solicitation of this offer.

The County reserves the right to evaluate any sources of information available.

V. LOUISA COUNTY WATER AUTHORITY MASTER CONTRACT GENERAL

CONDITIONS AGREEMENT

See Appendix A. The Louisa County Water Authority does not accept changes to the Louisa

County Water Authority Master Contract General Conditions Agreement, and any attempt by the Bidder to make such changes is in itself reason for a bid to be declared as non-responsive to the IFB and rejected by the County.

VI. BID PRICE SHEET

See Appendix B

VII. ATTACHMENTS

See Water and Sewer Utility Standards and Map Exhibit.

Appendix A

LOUISA COUNTY WATER AUTHORITY

MASTER CONTRACT

GENERAL CONDITIONS AGREEMENT

CONTRACTOR:

DATE:

MASTER CONTRACT GENERAL CONDITIONS AGREEMENT

THIS MASTER CONTRACT GENERAL CONDITIONS AGREEMENT (the “Master

Agreement”), made and entered into this ____day of _______________, by and between THE LOUISA

COUNTY WATER AUTHORITY (of which entities shall hereinafter be referred to as “Owner”) and

__________________________, a ________________corporation/partnership/ sole proprietorship [strike through what does not apply] (hereinafter referred to as “Contractor”).

WITNESSETH:

WHEREAS, either entity referred to as Owner may from time to time contract with third parties to perform certain construction work and furnish certain materials (the “Work”) on various projects (the

“Project(s)”); and

WHEREAS, the applicable Owner may engage Contractor to perform a portion of the Work under such contracts entered into by it; and

WHEREAS, the parties hereto desire to enter into this Master Agreement to set forth the general conditions of contracts between them for Projects in order to expedite the contracting process at the time of future Projects.

NOW THEREFORE, in consideration of the mutual covenants herein and other good and valuable consideration, the receipt and sufficiency of which is hereby confirmed, the parties hereto agree as follows:

GENERAL

1. This Master Agreement shall only be given effect with regard to a particular contract between Contractor and one of the entities referred to as Owner if it is explicitly made a part of the

Contract by the terms of the Contractor Agreement, by which the applicable Owner engages Contractor for a particular Project. In order to standardize the incorporation of this Master Agreement into the Contract between the parties, the form “stamp” attached hereto as Exhibit A may be used to incorporate the terms of this Master Agreement into each Contract to which such stamp is affixed. This provision shall not prohibit incorporation of this Master Agreement in the absence of the attached stamp, or through an alternative stamp or language agreed to by the parties.

2. This Master Agreement shall not be deemed or construed to obligate either entity referred to as Owner to engage Contractor nor to obligate Contractor to accept contracting work from either entity referred to as Owner. Additionally, this Master Agreement shall not be deemed or construed to make either entity referred to as Owner liable for the contractual obligations of the other entity referred to as Owner.

The liable entity shall be the entity referenced as Owner in the particular Contract.

1. CONFLICTS

1.1 Priorities. In the event of conflicts or discrepancies between the Contract Documents, Invitation for Bid (IFB) or Request for Quotation (RFQ), (as such term is defined in the Contractor

Agreement), interpretations will be based on the following priorities: (i) the Contract Agreement, (ii) this

Master Agreement, (iii) Addenda, with those of a later date having precedence over those of an earlier date,

(iv) the Prime Contract (as such term is defined in the Contractor Agreement), with subsequent addenda, including Modifications and Supplementary Conditions, having precedence over the original documents, and (v) Drawings and/or Specifications. In case of an inconsistency between Drawings and/or

Specifications or within other documents not clarified by an Addendum, the more specific provision will take precedence over the less specific, the more stringent will take precedence over the less stringent, the more expensive item will take precedence over the less expensive, and the better quality or greater quantity of work shall be provided. On all Drawings (if applicable), figures shall take precedence over scaled dimensions. Scaled dimensions shall be relied upon by the Contractor at the Contractor’s own risk (if applicable). Notwithstanding the foregoing or any other provision of this Master Agreement to the contrary, in no event shall Contractor have greater rights with regard to any item or matter under the

Contract than Owner has, and is able to successfully enforce, with regard to the comparable item or matter under the Prime Contract.

1.2 Inconsistencies and Omissions. Should inconsistencies or omissions appear in the

Contract Documents, Invitation for Bid (IFB) or Request for Quotation (RFQ), the Contractor shall notify

Owner of same in writing within three (3) business days of the Contractor’s discovery thereof. Upon receipt of Contractor’s notice of such an inconsistency or omission, Owner shall instruct the Contractor as to the measures to be taken, if any, and the Contractor shall comply with Owner’s instructions.

2. PERFORMANCE AND PAYMENT BONDS

2.1 Bonds. Owner shall have the right to require the furnishing by Contractor of performance and/or payment bonds, in form and from a surety acceptable to Owner, in the full amount of each Contract, with the expense of such bond(s) being assigned pursuant to the Contract Agreement.

2.2 Additional Security. If Contractor has not been required to furnish bonds, Owner may at any time instruct Contractor in writing to provide performance and/or payment bonds within ten (10) days, in a form and from a surety acceptable to Owner, in an amount up to the then current full value of the

Contract. In such event, Owner will reimburse Contractor for the amount of the bond cost. In the event

Contractor cannot provide such bonds, Owner may require other security as it deems appropriate, at its sole discretion, or it may terminate the Contract for default, pursuant to Article 13 of this Master Agreement.

3. PAYMENT

3.1 Progress Payments. Progress payments of the Contract Price (as such term is defined in the Contract Agreement) shall be due Contractor, subject to the conditions precedent established by Section

3.3, in the amount of the Contractor’s Work (as such term is defined in the Contract Agreement) then completed and approved, less the percentage for retainage (if applicable) provided for in the Contract

Agreement, unless a greater rate of retainage (if applicable) is required under the Prime Contract. If a greater rate of retainage (if applicable) is required under the Prime Contract, the parties shall use the greater rate. For the purpose of determining the amount of progress payments, Contractor shall furnish Owner, before its first application for progress payment, a Schedule of Values satisfactory to Owner, at Owner’s sole discretion. If Owner disapproves of Contractor’s Schedule of Values, Owner shall establish a reasonable breakdown, which shall serve as the basis for progress payments. Acceptance of progress payments under this Section 3.1 by Contractor shall constitute a waiver of any and all claims by the

Contractor against the Owner, the Architect, the Engineer the Surety, the premises or any payment bond unless such claims are expressly reserved on the face of the application for payment, a copy of which is attached hereto as Exhibit B. Inclusion of any reservation of claims in a cover letter submitting the application for payment shall not be sufficient to reserve such claim under this Section 3.1. The application for payment shall also include an affidavit and release/waiver of all claims and liens (if applicable) as described in Section 3.3 and in the form used by the Owner, unless a different form is required by the

Owner.

3.2 Stored Materials. Unless otherwise provided in the Prime Contract, progress payments shall include the value of Stored Materials that Owner has approved. “Stored Materials” shall include materials and equipment not yet incorporated into Contractor’s Work but delivered to and suitably stored at the site or at some other location agreed upon in writing. Approval of payment for Stored Materials shall be based on submission by Contractor of evidence satisfactory to Owner to protect Owner’s interest in such

Stored Materials, including transport to the site.

3.3 Conditions Precedent to Payment. It is specifically understood and agreed that Owner shall not process, nor pay, applications for progress payments from Contractor nor pay any other amount to

Contractor unless and until each of the following conditions precedent to payment are met: (i) such applications include the Owner Job Number clearly thereon, (ii) Contractor shall provide, in a form satisfactory to Owner, partial lien waivers, release of claims and/or affidavits, as may be required by

Owner, from Contractor and its subcontractors and suppliers for all prior payments and the payment then applied for. Owner’s payment despite one or more of the foregoing conditions precedent not being satisfied shall not constitute a waiver of Owner’s right to insist of any other condition precedent or all conditions precedent at some later time.

3.4 Time of Payment. Contractor shall submit progress payment applications in a form satisfactory to Owner no later than the day of each payment period provided for in the Contract Agreement, indicating work completed and, to the extent allowed under Section 3.2, Stored Materials stored during the preceding payment period. Applications for payment that exceed the percentage of Contractor’s Work in place will be placed on hold for thirty (30) days.

3.5 Failure of Contractor to Make Payment. Contractor shall ensure that all its subcontractors, employees, and suppliers are paid all amounts due in connection with the Contract. Owner may withhold any progress payments until Contractor submits evidence satisfactory to Owner that all amounts due in connection with a Contract have been paid. Further, in its sole discretion, Owner may pay any and all persons that have not received payment from Contractor due in connection with a Contract, whether or not a lien has been filed. If Owner is required to pay or indemnify any person hereunder, Contractor shall immediately reimburse Owner for the full amount of such cost. Contractor shall also immediately reimburse Owner for any amounts paid under Owner’s payment bond in connection with a

Contract or other Owner payments relating to a failure of Contractor to make payment, and indemnify

Owner for failure of Contractor to make payment, and indemnify Owner for any other costs associated therewith, including Owner’s attorney’s fees.

3.6 Payment Not Acceptance. Payment to Contractor is specifically agreed not to constitute or imply acceptance by Owner of any portion of Contractor’s work.

3.7 Transfer of Title. All material and work covered by progress payments received by

Contractor shall become the property of Owner or, if the Prime Contract so provides, the property of the

Owner. This provision does not affect Contractor’s sole responsibility and liability for all such materials and work until final acceptance by Owner or the date set forth in the Prime Contract for the transfer of liability for property, whichever is later.

3.8 Right to Withhold Payment. Owner may withhold amounts otherwise due under a

Contract or due under any other contractual arrangement between the parties to compensate Owner for costs Owner has incurred or may incur for which Contractor may be responsible hereunder or otherwise.

Appropriate adjustments to such withholding shall be made when the exact amounts owed hereunder are determined.

3.9 Final Payment. Final payment shall be made after completion of all work, acceptance by the Owner and compliance with all Contract obligations, all of which shall be conditions precedent to the making of final payment to the Contractor. Owner shall be entitled to proof of the Contractor’s payment for labor, material and services used before any payment is due. The Contractor shall submit payroll affidavits if required. Material paid for shall belong to Owner, but shall remain in the care, custody and control of the Contractor and be stored at the Contractor’s risk. The Contractor shall be responsible at all times for its labor and/or materials until accepted by the Owner. The Contractor shall furnish a Contractor

Reconciliation Form, guarantees, final payment application and all other documents required by the Prime

Contract for the Contractor’s work, including releases of all claims and liens (if applicable) as a condition precedent to final payment. Any liquidated damages withheld by the Owner shall be asserted against the

Contractor for any delay(s) attributable to the Contractor’s fault.

Contractor acknowledges the importance of timely payment application to successful Project closeout. In consideration of this requirement, Contractor expressly agrees to submit its Final Payment

Application and all required documentation within 30 days of its last work on the Project. Contractor further agrees that failure to submit its Final Payment Application within 90 days of its last work on the

Project shall constitute a waiver of further payment.

Acceptance of final payment by Contractor shall constitute a full waiver and release by Contractor of all claims against Owner arising out of or relating to this Agreement.

4.0 SCHEDULE OF WORK

4.1 Schedule. Owner may require a schedule for this Project using CPM schedule techniques, simple bar charts, narrative, and/or other methodologies. The Contractor agrees to promptly provide the Owner a schedule properly depicting activities, including their costs and duration, at no additional cost to Owner. All such data shall be provided within seven (7) days of Owner’s notice and request. Owner may at its option withhold making payments to the Contractor until the Contractor has provided said information.

4.2 Time Is Of The Essence. Time is of the essence in the Contractor’s proper performance of its obligations under this Contract Agreement. Owner shall have the right to direct the manner in which the Contractor performs its work. The Contractor shall proceed with the performance of the work at such time and in such sequence as Owner may direct and/or as required by the Project Schedule, which may be updated and revised from time to time by Owner as working conditions require, including overtime performance as necessary. If overtime is required solely to accelerate project completion, it shall be authorized in writing and paid for by Owner. Payments due may be withheld to insure timely progress and completion of work. The Contractor shall be liable for all losses and damages incurred by Owner

(including consequential damages) due to any inexcusable delay of the Contractor in the performance of the work.

4.3 Extensions of Time. The Contractor shall be entitled to an extension of time for performing and completing the work covered by this Contract upon the same terms and conditions under which and extension of time is allowable under the Prime Contract, but only to the extent that an extension of time is actually granted by the Owner or its representative under the Prime Contract. Notice of the excusable delay shall be given to Owner in writing as soon as possible after the beginning of said delay, but in any case, such notice must be given to Owner in no more than one half (1/2) of the time allowed under the provisions of the Prime Contract. If the Contractor fails to give such notice in a timely manner, then any entitlement to a time extension otherwise due the Contractor shall be deemed to be waived. The

Owner’s decision with regard to the delay, including any assessment of liquidated damages, shall be binding upon and chargeable to the Contractor, subject only to the disputes procedure provided in the Prime

Contract.

4.4 Priority of Work. Contractor will coordinate Contractor’s Work with the Work of Owner and other subcontractors to prevent or mitigate delays and interferences in the completion of any part or all of the Work. Owner shall have the right to decide the time, order and priority in which various portions of the Work shall be performed and all other matters relative to the timely and orderly conduct of Contractor’s

Work. Owner shall not be responsible for any costs or damages related to the coordination of Contractor’s

Work with the Work of Owner and other subcontractors.

5. CONTRACTOR LIABLITY

5.1 Scope. Contractor shall be liable to Owner for all costs and other damages Owner incurs as a result of Contractor’s failure to perform a Contract in accordance with its terms. Contractor’s failure to perform shall include the failure of its suppliers, Materialmen, and/or subcontractors of any tier to perform.

Contractor’s liability shall include, but not limited to: (i) damages and other delay costs payable by the

Owner; (ii) Owner’s increased costs, such as extended overhead and increased costs resulting from

Contractor-caused delays or improper Contractor’s Work; (iii) warranty and rework costs; (iv) liability to third parties; (v) excess costs of re-procurement; and (vi) attorney’s fees and related costs of resolving disputes related to Contractor’s failure to perform.

5.2 Use of Equipment Owned by Others. If Contractor or any of its agents, employees, suppliers or lower-tier subcontractors use any machinery, equipment, tools, scaffolding, hoists, lifts or similar items belonging to or under control of Owner or other subcontractors or suppliers, Contractor assumes all risks of such use. Contractor shall be liable to and shall indemnify Owner for any loss or damage, including personal injury or death, which may arise from such use, except where such loss or damage shall be due solely to the negligence of Owner, its employees or other contractors.

5.3 Supervision and Work Inspection. The contractor shall have a competent and designated person in charge and outside for each mowing/landscape crew at all times.

5.4 Damages by the Contractor. Any damages to property or grounds as a result of

Contractor operations shall be repaired/replaced within two (2) weeks of the date of damage by the

Contractor, at no cost to the Owner. All incidents of damage by the Contractor and any discoveries of damage shall be reported to the Owner’s contact person. If said damages are not repaired/replaced within

(2) weeks of the date of damage, the Owner reserves the right to repair/replace the damages at its expense, and deduct such costs from the payment due the Contractor.

6. CHANGES AND CLAIMS

6.1 Changes. Owner may without notice to any sureties, direct changes in Contractor’s Work at any time. Any changes to the Contractor’s Work shall be in writing and Contractor shall perform the

Contractor’s Work, as changed, without delay. Contractor shall submit a price quotation within seven (7) days to Owner for changes requested in its quotation to Owner, which estimate shall be the maximum amount due Contractor for such changes. The costs of such changes shall be the direct cost to Contractor to perform same, plus a percent of such direct cost (the “Profit Percentage”) representing overhead and profit.

The amount of the Profit Percentage shall be established in the Contract Agreement for each Project.

6.2 Claims. Any claims for adjustment in the Contract Price, time for completion or other

Contract provisions, shall be submitted to Owner, in writing, in sufficient time for Owner to review claims in accordance with the Prime Contract, but in no event later than 14 days after such costs are incurred or the cause of such adjustment is known or should be known to Contractor.

6.3 Claims Relating to Owner. As a precondition to any action against Owner, Contractor agrees to exhaust through Owner the remedies available under the Prime Contract, including suit for breach of contract against Owner. If Contractor has a claim or dispute, Contractor may proceed in accordance with the Section of this Master Agreement entitled “CHOICE OF LAW/VENUE”. Contractor agrees to furnish all documents, statements, witnesses and other information required by Owner for reconciliation of claim. No dispute shall interfere with the progress of construction and the Contractor shall continue with

Contractor’s Work as directed.

7. INSPECTION AND ACCEPTANCE

7.1 Inspection of Work. Contractor shall provide appropriate facilities at all reasonable times for inspection by Owner of Contractor’s Work and materials provided under a Contract, whether at the

Project site or at any place where Contractor’s Work or materials may be in preparation, manufacture, storage or installation. The Contractor will establish a firm schedule for recurring ground maintenance actions for each location. This schedule must be provided to Louisa County Department of Facilities

Management before payment of the first month’s invoice will be made. This schedule will be utilized to conduct random site checks to ensure contractor adherence to these specifications. Contractor must notify the Louisa County Department of Facilities Management in the event that they are not able to adhere to the established schedule during any particular week.

7.2 Correction of Defective Work. Contractor shall promptly replace or correct any work or materials which Owner shall reject as failing to conform to the requirements of a Contract no later than 72 hours from the date of notification by the Owner. If Contractor does not do so within this time frame, Owner shall have the right to replace or correct same and Contractor shall be liable to Owner for the cost thereof. If, in the opinion of Owner, it is not expedient to correct or replace all or any part of rejected work or materials, then Owner, at its option, may deduct from the payment due, or to become due, to Contractor, such amounts as, in Owner’s judgment, will represent the higher of: (i) the difference between the fair value of the rejected work and materials and the value thereof, if it complied with the Contract, or (ii) the cost of correction.

7.3 Remedy for Wrongful Rejection. Contractor’s remedy for wrongful rejection of work by

Owner shall be limited to Owner’s remedy for same under the Prime Contract, if any.

7.4 Acceptance. The Contractor’s Work shall be accepted according to the terms of the

Prime Contract. However, unless otherwise agreed in writing, entrance and use by Owner shall not constitute acceptance of the Contractor’s Work.

8. SUBMITTALS

8.1 Timely Submission. Contractor shall timely prepare and submit to Owner all shop drawings, manufacturer’s literature, MSDS data, samples and material lists as may be necessary to describe completely the details and construction of Contractor’s Work. Such submittals shall be made in sufficient time so as not to delay performance of the Project. Any deviation from the Contract Documents shall be clearly identified in the submittals, and so stated, in writing, in separate correspondence. Approval of such submittals shall not relieve the Contractor of its obligation to perform Contractor’s Work in strict accordance with the Contract Documents, nor of its responsibility for the proper matching and fitting of

Contractor’s Work with contiguous work and the work of other trades.

8.2 Status. If requested by Owner, Contractor shall furnish periodic progress reports on

Contractor’s Work including information on the status of materials and equipment under a Contract, which may be in the course of preparation or manufacture.

8.3 Liability. Responsibility for submission of appropriate shop drawings, samples, product literature, etc., is that of the Contractor. All submittals must be identified by submittal numbers corresponding to the Contractor’s submittal log. In the event that a particular item is not identified on the log, the submittal may be identified without submittal number. Failure to obtain approved submittals may result in the rejection of installed work. The Contractor is liable for all costs associated with correction of their Work as a result of failure to obtain approved submittals prior to execution of Work.

9. CLEANUP

Unless Owner otherwise directs or agrees, Contractor shall, at its own expense, clean and remove from the Project all rubbish and debris resulting from the performance of Contractor’s Work and, at the completion of Contractor’s Work, in each area of the Project, perform such cleaning as may be required.

Such removal shall be done in a manner that will not impede the progress of the Project.

10. LAWS, PERMITS, FEES AND PATENTS

10.1 Compliance. Contractor shall give all notices and comply with all laws, ordinances, rules and regulations bearing on the performance of Contractor’s Work on the Project. Contractor shall secure and pay for all permits and government fees, licenses, and arrange inspections necessary for the proper execution and completion of Contractor’s Work. Contractor shall comply with Federal, State and Local tax laws, Social Security Acts, Unemployment Compensation Acts, Worker’s Compensation Acts, equal employment opportunity laws, minority business enterprise laws, women’s business enterprise laws, disadvantaged business enterprise laws, and Occupational Safety and health regulations insofar as applicable to the performance of Contractor’s Work. Contractor shall be duly licensed to operate under the laws of the applicable jurisdictions.

10.2 Hold Harmless. Contractor agrees to hold Owner harmless against the payment of any and all losses, costs, expenses, contributions, taxes or premiums which may become due or payable under

Federal, State or Local laws arising out of Contractor’s failure to comply with the laws outlined in Section

10.1 above, including any interest or penalties. Contractor waives any and all claims for additional compensation because of any increase in taxes, contributions or premiums unless Owner agrees to such increases incurred by Contractor.

10.3 Patents and Royalties. Contractor agrees to pay all royalties and license fees owed by reason of performance of Contractor’s Work on the Project. Contractor agrees to defend all suits or claims for infringement of any patent rights, due to the inclusion of patented materials in the Contractor’s Work, that may be brought against Owner, and agrees to indemnify Owner for all loss, costs and expenses, including attorney’s fees, on account thereof.

11. HEALTH AND SAFETY

11.1 Responsibility of Contractor. As relates to the Contractor’s work, Contractor is responsible for the safety of the general public and workers engaged on or in the vicinity of the Project.

Contractor agrees to comply with all Federal, State, Municipal and Local laws, ordinances, rules, regulations, codes, standards, orders, notices, and requirements concerning safety, as shall be applicable to the Work including among others, the Federal Occupational Safety and Health Act of 1970, as amended, and all standards, rules, regulations and orders which have been or shall be adopted or issued thereunder, and with the safety standards Owner establishes during the progress of the Work.

11.2 Stoppages Ordered by Owner. When so ordered by Owner, Contractor shall stop any part of the Contractor’s Work, which Owner deems unsafe until corrective measures, satisfactory to Owner have been taken, and Contractor agrees that it shall not have, nor make any claim for damages growing out of such stoppages. Should Contractor neglect to take such corrective measures, Owner may do so at the cost and expense of Contractor and may deduct the cost thereof from any payment due or to become due to

Contractor. Failure on the part of Owner to stop unsafe practices shall not be deemed acceptance or acquiescence by Owner of Contractor’s means or methods or construction and shall in no way relieve

Contractor of its responsibility therefore.

11.3 Hold Harmless. Contractor agrees to hold Owner harmless for all damages, costs and attorneys’ fees arising out of, or relating to, Contractor’s violation of any of the foregoing health and safety requirements, or for any accident involving Contractor’s Work or work of their subcontractor’s.

12. TERMINATION FOR CONVENIENCE

Owner shall have the right to terminate a Contract, without cause, for its convenience, when

Owner determines that it is in its own best interests to so terminate the Contract. If a Contractor is terminated for convenience, Contractor shall comply with all of Owner’s termination instructions and shall be entitled to receive payment for the…