9979 - TOL Sail Shade Project_ Project Manual.pdf

TOWN OF LURAY

45 East Main Street

P.O. Box 629

Luray, Virginia 22835

PROJECT MANUAL

FOR

TOWN OF LURAY, VIRGINIA

RUFFNER PLAZA SAIL SHADE PROJECT

ITB No. 2024-002

February 9, 2024

Prepared by:

Racey Engineering, PLLC

312 West Main Street

Luray, VA 22835 ii

THIS PAGE INTENTIONALLY BLANK

iii

Table of Contents

0001 Invitation to Bid

0100 Instructions to Bidders

0300 Bid Form

0301 Bid Security

0302 Contractor Eligibility and Registration

0312 Insurance Requirements

0400 General Terms & Conditions for the Town of Luray, VA

0501 Agreement

0502 Notice to Proceed

0800 Contractor�s Application for Payment

TOWN OF LURAY

45 East Main Street

P.O. Box 629

Luray, Virginia 22835

INVITATION TO BID (ITB) COVER PAGE

ISSUE DATE:

February 9, 2024

INVITATION TO BID NUMBER:

2024-002

FOR:

Ruffner Plaza Sail Shade Project

DEPARTMENT:

Parks and Recreation

DATE/TIME OF CLOSING:

March 8, 2024 at 3:00pm local time

CONTRACT ADMINISTRATOR:

Jen Jenkins, Parks & Rec Superintendent

DATE/TIME LAST DAY FOR

QUESTIONS:

February 28, 2024 at 4:00pm local time

DATE/TIME PRE-BID MEETING:

No Pre-Bid Meeting Scheduled

Contact jenjenkins@townofluray.com to schedule a site walkthrough

PRE-BID MEETING MANDATORY:

Yes _X_ No N/A

Bids - In accordance with the following and in compliance with all terms and conditions, unless otherwise noted, the undersigned offers and agrees, if the bid is accepted, to furnish items or services for which prices are quoted, delivered or furnished to designated points within the time specified.

It is understood and agreed that this entire ITB and any addenda shall constitute a contract.

Sealed bids, subject to terms and conditions of this Invitation to Bid will be received by the Town of Luray, via electronic submission to jenjenkins@townofluray.com until the date/ time specified above for furnishing items or services delivered or furnished to specified destinations within the time specified or stipulated by the vendor(s).

The Town does not discriminate against small and minority businesses or faith-based organizations.

VENDOR INFORMATION

Name of Vendor: Telephone #:

Address: Federal Employer Identification #:

Contact Name: Contact Email Address:

By signing this bid, Vendor(s) certifies, acknowledges, understands and agrees to be bound by the conditions set forth in this

ITB.

VENDOR�S LEGALLY AUTHORIZED SIGNATURE DATE

PRINT NAME TITLE

Please take a moment to let us know how you found out about this Invitation to Bid (ITB) � Check one:

eVA Website Bid Room (Please List)

The Page News & Courier Newspaper Notified by Town Directly Other (Please List) ________________________________________

*This document shall be completed & returned with bid submission*

SECTION 0001

INVITATION TO BID

1. PROJECT

Memorial Drive Corridor Improvements for the Town of Luray, VA

2. DESCRIPTION OF WORK

The Town of Luray is seeking bids for demolition of existing concrete and wooden pergola structure, as well as the construction of new concrete, curbing, handicap ramps, bollard and light pole foundations, and anchor bolt installation at Ruffner Plaza located at 14 S. Hawksbill Street, Luray, VA 22835. The project will require coordination with the Town and other on-site contractors providing new electrical underground feeds, light poles, and the installation of the new sail shade. Priority shall be given to removal and replacement of the portion of the concrete for the Greenway Trail as well as access to the parking lot and adjacent businesses.

3. DOCUMENTS

Bid documents are available for viewing by request by sending an email to taustin@raceyengineering.com, on the internet on the Town Website, eVA website at www.eva.virginia.gov , and at the Town Office. Bid documents are available for purchase at

Racey Engineering, PLLC 312 West Main Street, Luray, VA 22835; 540-743-9227

4. PRE-BID CONFERENCE (OPTIONAL)

There will not be a pre-bid conference. If interested contractors want to visit the project site, they are welcome to do so by setting up a meeting by contacting jenjenkins@townofluray.com.

5. QUESTIONS

All questions must be received no later than February 28, 2024 at 4:00 PM local time. Questions related to the ITB or requests for clarification shall be directed to Mr. Tyler Austin, Project

Manager, by email to taustin@raceyengineering.com. Oral questions will not be permitted. All responses to inquiries will be in writing and will be posted as addenda the Town�s website and by email to all known plan holders. It is the responsibility of all Bidders to ensure that they have received all addenda and to include signed copies of any and all addenda with their bid submission.

6. BID SECURITY

Bids shall be accompanied by a five percent (5%) bid bond. Bid security must be in the form of a cashier�s check, certified check or a bid bond issued by a surety.

7. BIDS DUE

Sealed responses for will be received electronically through email at jenjenkins@townofluray.com no later than March 8, 2024 at 3:00 PM local time. The email subject must have �Sealed Bid: TOL Ruffner Plaza Sail Shade Project - ITB 2024-002�.

Electronic response should have only one file in total. File name must start with Contractor�s name. Aggregate size of your response without compressing the file must not be more than 8 megabytes. Response must be in pdf format and should not be protected with any password.

Deviation from this limit may cause kickback on the email submission and fail delivery on your response. Bidder bears the risk of incomplete response, late delivery, or delivery at wrong email address other than specified in this ITB.

Multiple email submissions are not recommended. If multiple emailed bids are received from the same bidder, the last email received before the designated closing time shall be considered the final and full submission for that bidder. Bidder must make sure they receive confirmation stating their bid has been received. The Town of Luray is not responsible if bid goes into spam or is not delivered by the system whatsoever until the Town of Luray confirms its receipt. Any bids received after this date and time will not be accepted.

8. BID OPENING

Bids will be opened and read publicly at the Town Office, 45 East Main Street, Room, Luray, VA 22835 on the same day, March 8, 2024, at 3:10 PM local time. The names of bidders will be announced along with the bid amount.

9. OWNER

Town of Luray, 45 East Main Street, Luray, VA, 22835

10. CONTRACT ADMINISTRATOR

Jen Jenkins, Parks and Recreation Superintendent, P.O. Box 629, Luray, VA 22835.

Phone: 540-843-0770

0100-11

SECTION 0100

INSTRUCTIONS TO BIDDERS

1. BIDDER ELIGIBILITY

A. Bids will only be accepted from Contractors who are experienced in and actively engaged in the type of construction of the item(s) called for in the bid.

B. No bid will be accepted from or contract awarded to any person, firm, or corporation that is in arrears or is in default to the Town upon any debt or contract, or that is a defaulter, as surety or otherwise, upon any obligation to said Town or had failed to perform faithfully any previous contract with the Town.

C. Where an installation or assembly is to be performed by a subcontractor, the bidder must name the subcontractor, and the Town reserves the right to determine whether the named subcontractor is fit and capable to perform the required work.

D. Bidders are required as licensed contractor under Chapter 11, Title 54, Code of

Virginia, to show evidence of certificate of registration before bid may be received and considered.

E. By signing the Bid Form, Bidders certify that they are not currently barred from bidding on contracts by any agency of the Commonwealth of Virginia or any federal agency.

2. BID FORM AND SUBMISSION

In order to receive consideration, submit bids in accordance with the following:

A. Make bids upon the forms provided herewith, properly signed and with all items filled out. Do not change the wording of the bid form, and do not add words to the bid form.

Unauthorized conditions, limitations, or provisions attached to the bid may be cause for rejection of the bid.

All documents contained within the bid submission shall be completed in their entirety and signed and dated where required.

B. Indicate receipt of issued addenda. All Bidders are cautioned to check at the Town�s website or with the project staff to assure that all Addenda have been received and that the cost consequences thereof have been included in the bid. It is the responsibility of all Bidders to ensure that they have received all addenda and to include signed copies of any and all addenda with their bid submission.

C. The following documents fully completed and signed where appropriate are required for a responsive bid:

0100-2

• Signed Cover Sheet

• 0300 Bid Form

• 0301 Bid Security

• 0302 Contractor Eligibility and Registration

• 0312 Insurance Requirements

• Signed Addenda, if applicable

3. EXAMINATION OF DOCUMENTS AND SITE OF WORK

Before submitting a bid, each bidder shall examine the Drawings carefully, shall read the

Project Manual and all other proposed Contract Documents, and shall visit the site of the

Work. Each bidder shall fully inform him/herself prior to bidding as to existing conditions and limitations under which the Work is to be performed, and shall include in his/her bid a sum to cover the cost of items necessary to perform the Work as set forth in the proposed

Contract Documents. No allowance will be made to a bidder because of lack of such examination and knowledge. If any person contemplating submitting a bid for construction of the Work is in doubt as to the true meaning of any part of the proposed Contract

Documents or finds discrepancies on or omissions from any part of the proposed Contract

Documents, they shall submit a written request as specified in Section 0001 of this ITB.

The submission of a bid will be considered as conclusive evidence that the bidder has made such examination.

4. AWARD OF CONTRACT

The Contract, if awarded, will be awarded to the lowest responsive and responsible bidder, meeting all specifications, without discrimination on the grounds of: race, color, gender or national origin. The Owner reserves the right to reject any or all bids and to waive informality and irregularity in the bids and in the bidding.

If the bid from the lowest responsible bidder exceeds available funds, the Contract

Manager, or designee, may negotiate with the apparent low bidder to obtain a contract price within available funds.

Prices or changes shown on the outside of an envelope will not be considered in determination of low bid.

5. EXECUTION OF AGREEMENT

A. The form of the Agreement which the successful bidder will be required to execute is included in the ITB.

B. At or prior to delivery of the signed Agreement, the bidder shall deliver to the Owner

0100-3 a copy of their Town Business License. The bidder shall ensure that the business license indicated a basis amount equal to or greater than the awarded Contract value. For information on Town Business Licenses contact the Town of Luray Treasurer�s office at 540-743-5511.

C. Beginning upon receipt of the fully signed Agreement, and within ten (10) calendar days thereof, successful contractor shall deliver to the Owner as required by the

Contract Documents:

• Certificates of Insurance and Endorsement

• 100% Performance and Payment Bonds

• Town Business License

• Recent W-9 Form

D. All requirements in Item C above shall be approved by the Owner before the successful bidder may proceed with work.

6. CONTRACT TERM / NOTICE TO PROCEED / TIME OF COMPLETION

The contract term shall begin on the date the contract is signed. Work shall begin upon Town issue of Notice to Proceed document. Project shall be substantially completed by May 15, 2024 to allow for the sail shade contractor to complete their work. The Town may issue the Notice to Proceed tentatively scheduled for March 18, 2024 or within 5 days of the contract date. The contractor is not to begin work until the receipt of the Notice to Proceed.

7. LIQUIDATED DAMAGES

Liquidated damages will be not be applied for this project.

9. SPECIFICATIONS AND STANDARDS

Work in this project shall conform to the latest editions of the Virginia Erosion and

Sediment Control handbook, the Virginia Erosion and Sediment Control regulations and the Town of Luray Design and Construction Standards Manual. In the event of conflict between any of these standards, specifications or plans, the most stringent of which shall govern.

10. CONSIDERATION OF PROJECT COMPLEXITIES

A. In preparing this bid, Contractor shall understand and account in their costs for the complexities involved in administrating the construction required by this

Contract. Contractor shall be aware that the project area receives vehicular and

0100-4 pedestrian traffic. Contractor shall accommodate such traffic through and around the work area in a safe and well-marked manner.

B. Submission of a bid shall be an affirmation that the Contractor understands these complexities and difficulties associated with this project, that he/she has included in his bid a sufficient dollar amount to compensate for the additional time and effort these complexities and difficulties will require on his part, and that he/she understands that the Owner will not accept any claim for time extension or additional costs associated with them.

END INSTRUCTIONS TO BIDDERS

0300-1

0300 BID FORM

Mrs. Jen Jenkins Parks and Recreation Superintendent Town of Luray 45 East Main Street P.O. Box 629 Luray, Virginia 22835

Dear Mam, The undersigned, having visited and examined the site and having carefully studied the drawings and specifications, hereby proposes to furnish all labor, equipment, materials, and services and to perform all operations necessary to execute and complete the work required for the project in strict accordance with the ITB and with the addenda issued during bidding period and hereby acknowledged as Addenda #________________ ,subject to the terms and conditions of the Agreement for the following sums of money:

BASE BID � PART A � PHASE 1 DEMOLITION AND REMOVAL OF MATERIALS

All labor, material, services, and equipment necessary for the completion of the work shown on the Drawings and in the Project Manual and in the Addenda (if issued) identified as �Phase 1 Demolition�

Part A Total = ($ )

BASE BID � PART B � STAMPED CONCRETE, SAIL SHADE FOUNDATIONS & ANCHORS

INSTALLATION

All labor, services, and equipment (do not include materials) necessary for the completion of the work shown on the Drawings and in the Project Manual and in the Addenda (if issued):

Part B Total = ($ )

BID ALTERNATE #1 � STAMPED CONCRETE, SAIL SHADE FOUNDATIONS & ANCHORS

INSTALLATION

All materials necessary for the completion of the work shown on the Drawings and in the Project Manual and in the Addenda (if issued). NOTE: Town will provide anchor bolts for sale shade foundations:

Bid Alternate #1 Total = ($ )

BID ALTERNATE #2 � PHASE 2 DEMOLITION AND REMOVAL OF MATERIALS

All labor, material, services, and equipment necessary for the completion of the work shown on the Drawings and in the Project Manual and in the Addenda (if issued) identified as �Phase 2 Demolition�

Bid Alternate #2 Total = ($ )

0300-2

BID ALTERNATE #3 � CONCRETE WALKWAYS, CURBING, HANDICAP RAMPS,

BOLLARD AND LIGHT POLE FOUNDATIONS, CULVERT, E&S, FINAL STABILIZATION

AND SEEDING

All labor, services, and equipment (do not include materials) necessary for the completion of the work shown on the Drawings and in the Project Manual and in the Addenda (if issued):

Bid Alternate #3 Total = ($ )

BID ALTERNATE #4 � CONCRETE WALKWAYS, CURBING, HANDICAP RAMPS,

BOLLARD AND LIGHT POLE FOUNDATIONS, CULVERT, E&S, FINAL STABILIZATION

AND SEEDING

All materials necessary for the completion of the work shown on the Drawings and in the Project Manual and in the Addenda (if issued).

Bid Alternate #4 Total = ($ )

TOTAL BASE BID (PARTS A and B) =

***TOWN MAY OPT TO PROVIDE MATERIALS FOR THE PROJECT

DIRECTLY, AND WILL WORK WITH CONTRACTOR TO DETERMINE

QUANTITIES USED IN BID ALTERNATES #1 AND #4***

This bid submitted by (name of firm):

It is understood and agreed that the Owner, in protecting his best interests, reserves the right to:

Reject any and all bids, or waive any defects in favor of the Town

Or

Accept any bid at the bid price, whereupon the contractor shall furnish equipment and materials as specified. The Town may increase or decrease the number of bid items as they see fit to benefit the project.

*This document shall be completed & returned with bid submission.*

0301-1

0301 BID SECURITY

We are properly equipped to execute work of the character and extent indicated by the bidding documents and so covered by this bid and will enter into agreement for the execution and completion of the work in accordance with the drawings and project manual and this bid;

and we further agree that if awarded the contract, we will commence the work on the date stated in the "Notice to Proceed" document and prosecute the work and all obligations by the specified completion dates.

Enclosed herewith is the following security, offered as evidence that the undersigned will enter into agreement for the execution and completion of the work in accordance with the drawings and project manual.

Certified check or Cashier�s check for the sum of

Name of Bank

Bidder�s Bond in the amount of

Bond issued by

The undersigned further agrees that in case of failure on part to execute the said agreement within the ten consecutive calendar days after written notice being given on the award of the contract, the monies payable by the security accompanying this bid shall be paid to the Town of Luray, Virginia as liquidated damages for such failure, otherwise, the security accompanying this bid shall be returned to the undersigned.

This bid is subject to acceptance within a period of 90 days from this date.

Respectfully submitted, Company Name

By______________________________________________________ Signature of Authorized

Printed Name

Date _______________________

0302-1

0302 CONTRACTOR ELIGIBILITY AND REGISTRATION

This is to certify that I (we) are not currently barred from bidding on contracts by any agency of The Commonwealth of Virginia, nor am I (we) a part of any firm/corporation that is currently barred from bidding on contracts by any agency of The Commonwealth of Virginia.

Check one:

I am currently registered as a contractor in the Commonwealth of Virginia.

My registration number is

I am currently not required to register as a contractor in the Commonwealth of Virginia per Chapter 11, Title 54 of the Code of Virginia.

Contractor

[SEAL]

Address

By: ___________________________________ Attest

Signature

Title

Date

0312 INSURANCE REQUIREMENTS

By signing and submitting a bid or proposal the contractor certifies that if awarded the contract, they will have the following insurance coverages at the time the contract is awarded. If any subcontractors are involved, the subcontractor will have the same insurance. The contractor further certifies that they or any subcontractor will maintain these coverages during the entire term of the contract.

1.) The contractor will maintain a general liability policy with $1,000,000 combined single limits with a $2,000,000 aggregate. Coverage is to be on an occurrence basis with an insurer licensed to conduct business in the Commonwealth of Virginia. The insurer must have an A. M. Best rating of A- or better. The insurer must list the Town of Luray as an additional insured. The endorsement must be issued by the insurance company. A notation on the certificate of insurance is not sufficient.

2.) The contractor will maintain workers� compensation coverage in compliance with the laws of the Commonwealth of Virginia. The coverage must have statutory limits and be with an insurer licensed to conduct business in the Commonwealth of Virginia. The insurer must have an A. M. Best rating of A- or better. As an alternative, it is acceptable for the contractor to be insured by a group self insurance association that is licensed by the Virginia Bureau of Insurance. The contractor will also carry employers liability insurance with a limit of at least $100,000 bodily injury by accident/$500,000 bodily injury by disease policy limit/$100,000 bodily injury by disease each employee.

3.) The contractor will maintain automobile liability insurance with limits of at least $1,000,000. The coverage is to be written with a symbol �1�. The insurer must be licensed to conduct business in the Commonwealth of Virginia. The insurer must have an A. M.

Best rating of A- or better.

Please provide the Town with two (2) documents upon request:

1.) Certificate of Insurance (COI) for the Town of Luray, 45 East Main Street, Luray, VA 22835. COI must show the Additional Insured status.

2.) Additional Insured Endorsement issued by the insurance company to show the Additional Insured addition was made to the policy.

BIDDER STATEMENT

We understand the Insurance Requirements of these specifications and will comply in full if awarded this contract.

Signature: Date:

Name: Title:

(Print)

Name of Firm:

0400-1

Rev. March 2020

0400 GENERAL TERMS AND CONDITIONS OF THE TOWN OF LURAY, VA

These General Terms & Conditions shall apply to all purchases and be a part of every contract awarded by the Town of Luray unless otherwise specified in writing. Bidders/Offerors are expected to inform themselves fully as to the conditions, requirements and specifications before submitting bids/proposals. Procurement by the Town is subject to the Virginia Public Procurement Act (VPPA) Title 2.2, Chapter 43 of the Code of Virginia and the provisions of The Purchasing and Contracting Policy Manual for the Town of Luray and any revisions thereto. If an inconsistency exists between the VPPA and the Purchasing and Contracting Policy Manual for the Town, the VPPA Virginia Code sections take precedence.

TABLE OF CONTENTS

DEFINITIONS

CONDITIONS OF BIDDING

Bid Price Currency Bid/Proposal Acceptance Period Cancellation of Solicitations Town Office Closure Clarifications of Terms Conflict of Interest/Collusion Debarment Status Discrimination Prohibited Errors in Bids Ethics in Public Contracting Excusable Delay Licenses, Permits & Fees Taxes Mandatory Use of Town Forms & T&C for ITB�s & RFP�s Modification & Withdrawal of Bids/Proposals Public Inspection of Certain Records

Revisions to the Official ITB/RFP

CONTRACT PROVISIONS

Anti-Discrimination Antitrust Applicable Laws & Courts Assignment of Contract Changes to the Contract Contract Execution Contractual Disputes Cooperative Procurement Default Drug-Free Workplace Immigration Reform & Control Act of 1986 Indemnification Insurance Liability & Litigation

AWARD

Contract Award Negotiation with the Lowest Bidder Precedence of Terms Qualifications of Bidders/offerors Selection Process/Award

Non-Discrimination of Contractors Payment Safety & OSHA Standards Termination

SPECIFICATIONS

Condition of Items Formal Specifications

Use of Brand Names

DELIVERY

Defects or Improprieties Testing & Inspection Transportation & Packaging

0400-2

DEFINITIONS

ADDENDUM/ADDENDA: Addition(s) or supplement(s) to a solicitation to clarify, modify or support information which becomes part of the contract.

BID: The offer of a prospective vendor/supplier to an Invitation To Bid to provide specific goods or services at specified prices and/or other conditions specified in the solicitation.

BIDDER/OFFEROR: Any individual, company, firm, corporation, partnership or other organization who submits a response to an Invitation to Bid or a Request for Proposal and offering to enter into a contract with the Town.

COLLUSION: A secret agreement or cooperation between two or more parties to accomplish a fraudulent, deceitful, or unlawful purpose.

CONFLICT OF INTEREST: An actual or potential situation in which the personal interests of a vendor, employee or public official are, or appear to be, in conflict with the best interests of the Town.

CONTRACTOR: The entity that has a direct contract with the Town to furnish goods, services or construction for a certain price. TOWN or OWNER: Town of Luray, Virginia.

DAY(S): Defined as calendar days unless otherwise specified as business days.

INFORMALITY: A minor defect or variation of a bid or proposal from the exact requirements of the Invitation to Bid or Request for Proposal which does not affect the price, quality, quantity or delivery schedule for the goods, services or construction being procured.

INVITATION TO BID (ITB): A formal request which is made to prospective suppliers (bidders) for their quotation on goods, services, or construction desired by the Town. The issuance of an ITB will contain or incorporate by reference the specifications and contractual terms and conditions applicable to the procurement.

PROFESSIONAL SERVICES: Any type of professional service performed by an independent contractor within the practice of accounting, actuarial services, architecture, dentistry, land surveying, landscape architecture, law, medicine, optometry, pharmacy, or professional engineering (which shall be procured as set forth in the Code of Virginia). 2.2-4301

PROPOSAL: The document submitted by the offeror in response to the RFP to be used as the basis for negotiations for entering into a contract.

PURCHASING AGENT: The individual employed and given authority by the Luray Town Council by adoption of the Town of Luray Purchasing and Contracting Policy. Purchasing Agent may also be referred to as Procurement Manager.

REQUEST FOR PROPOSAL (RFP): A formal request for a proposal from prospective offerors which will indicate the general terms which are sought to be procured from the offeror and where negotiations are conducted to come to a final contract. The RFP will specify the evaluation criteria to be used and will contain or incorporate by reference other contractual terms and conditions applicable to the procurement.

RESPONSIBLE BIDDER/OFFEROR: An individual, company, firm, corporation, partnership or other organization having the capability in all respects to perform fully the contract requirements, and also having the moral and business integrity and reliability which will assure good faith performance.

RESPONSIVE BIDDER/OFFEROR: An individual, company, firm, corporation, partnership or other organization having submitted a bid/proposal which conforms in all material respects to the ITB or RFP.

SOLICITATION: A formal document issued by the Town with the intent to purchase goods, services or construction. Can be either an Invitation To Bid or a Request For Proposal.

SWAM: Small, Women, and Minority-owned businesses.

SUBCONTRACTOR: A business entity that has a contract to supply labor or materials to the prime contractor to whom the contract was awarded or to any subcontractor in the performance of the work provided for in such contract.

CONDITIONS OF BIDDING

BID PRICE CURRENCY: Unless stated otherwise in the solicitation, bidders/offerors shall state bid/proposal prices in US dollars.

BID/PROPOSAL ACCEPTANCE PERIOD: Unless otherwise specified, all bids/proposals submitted shall be binding and may not be withdrawn for ninety (90) days following the bid/proposal opening date and time, unless

0400-3 extended by mutual consent of all parties. If the bid/proposal is not withdrawn at that time it remains in effect until an award is made or the solicitation is cancelled.

CANCELLATION OF SOLICITATIONS: 2.2-4319 An ITB, RFP or any other solicitation may be cancelled or rejected, but shall not be cancelled or rejected solely to avoid awarding a contract to a particular responsive and responsible bidder/offeror. The reasons for cancellation shall be made part of the contract file.

TOWN OFFICE CLOSURE: If the Town Office is closed for business at the time scheduled for the bid opening, for whatever reasons, sealed bid/proposal will be accepted and opened on the next business day of the Town, at the original scheduled hour.

CLARIFICATION of TERMS: If any prospective bidder/offeror has questions about the specifications or other solicitation documents, the prospective bidder/offeror should contact the person identified in the solicitation no later than five (5) business days before the due date. Any revisions to the solicitation will be made only by addendum issued by the Town.

CONFLICT OF INTEREST/COLLUSION: Contractor certifies by signing their bid/proposal submission to the Town, that no conflict of interest or collusion exists between the Contractor and Town that interferes with fair competition and no conflict of interest or collusion exists between Contractor and any other person or organization that constitutes a conflict of interest with respect to the contract with the Town.

DEBARMENT STATUS: By signing their bid/proposal, the bidders/offerors certify that they are not currently debarred from submitting bids/proposals on contracts from any agency, public entity/locality or authority of the Commonwealth of Virginia.

DISCRIMINATION PROHIBITED: 2.2-4310 In the solicitation or awarding of a contract the Town shall not discriminate against a bidder/offeror because of race, religion, color, sex, national origin, age, disability, status as a service-disabled veteran, or any other basis prohibited by state law relating to discrimination in employment.

The Town encourages the participation of SWAM and Veteran-Owned businesses (as defined in 2.2-4310(F) in public procurement activities. Towards that end, the Town encourages contractors to provide for the participation of SWAM/Veteran-Owned businesses through partnerships, joint ventures, subcontracts, and other contractual opportunities.

ERRORS IN BIDS/PROPOSALS: When an error is made in extending total prices, the unit price will govern.

Bidders/Offerors are cautioned to recheck their bids/proposals for possible errors prior to submission.

ETHICS IN PUBLIC CONTRACTING: 2.2-4371 By submitting their bids/proposals, the bidders/offerors certify that their bids/proposals are made without collusion or fraud and that they have not offered or received any kickbacks or inducements from any other bidder/offeror, supplier, manufacturer or subcontractor in connection with their bid/proposal, and that they have not conferred on any public employee having official responsibility for this procurement transaction any payment, loan, subscription, advance, deposit of money, services or anything of more than nominal or minimal value, present or promised, unless consideration of substantially equal or greater value was exchanged.

EXCUSABLE DELAY: The Town shall not be in default of any failure in performance of this agreement in accordance with its terms if such failure arises out of causes beyond its reasonable control and without the fault of or negligence of the Town. Such causes may include but are not restricted to acts of God or the public enemy, fires, flood, epidemics, quarantine restrictions, strikes, freight embargoes, and unusually severe weather, but in every case the failure to perform must be beyond the reasonable control and without the fault or negligence of the Town.

LICENSES PERMITS and FEES: All proposals submitted shall have included in price the cost of any business or professional licenses, permits or fees required by the Town of Luray, County of Page, or the Commonwealth of Virginia. At or prior to delivery of the signed contract, the bidder/offeror to whom the contract is awarded shall deliver to the Town a copy of their County Business License (if applicable). The bidder/offeror shall ensure that the Business License indicates a basis amount equal to or greater than the awarded Contract value. For information on County Business Licenses contact the Page County Commissioner of the Revenue's office at 540-743-3840. The bidder/offeror must have all necessary licenses to perform the services in the Commonwealth of Virginia and, if

0400-4 practicing as other than an individual, be authorized to do business in the Commonwealth of Virginia.

MANDATORY USE of TOWN FORMS AND TERMS and CONDITIONS for ITBs AND RFPs: Failure to submit a bid/proposal on the official Town form(s) provided or in the format identified, for that purpose shall be a cause for rejection of the bid/proposal. Unauthorized modification of or additions to any portion of the ITB or RFP may be cause for rejection of the bid/proposal. The Town reserves the right to decide, on a case by case basis, in it�s sole discretion, whether to reject any bid/ proposal which has been modified. As a precondition to its acceptance of an ITB response, the Town may, in its sole discretion, request that the bidder withdraw or modify nonresponsive portions of a bid which do not affect quality, quantity, price, or delivery. No modification to the provisions of the contract shall be effective unless the modification is incorporated into the contract document.

MODIFICATION & WITHDRAWAL OF BIDS/PROPOSALS: 2.2-4330

1. A bidder for a public construction contract, other than a contract for construction or maintenance of public highways, may withdraw his bid from consideration if the price bid was substantially lower than the other bids due solely to a mistake in the bid, provided the bid was submitted in good faith, and the mistake was a clerical mistake as opposed to a judgment mistake, and 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 a bid, which unintentional arithmetic error or unintentional omission can be clearly shown by objective evidence drawn from inspection of original work papers, documents and materials used in the preparation of the bid sought to be withdrawn.

If a bid contains both clerical and judgment mistakes, a bidder may withdraw his bid from consideration if the price bid would have been substantially lower than the other bids due solely to the clerical mistake, that was an unintentional arithmetic error or an unintentional omission of a quantity of work, labor or material made directly in the compilation of a bid that shall be clearly shown by objective evidence drawn from inspection of original work papers, documents and materials used in the preparation of the bid sought to be withdrawn.

2. The bidder shall give notice in writing of his claim of right to withdraw his bid within two business days after the conclusion of the bid opening procedure and shall submit original work papers with such notice.

3. No bid shall be withdrawn under this section when the result would be the awarding of 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.

4. If a bid is withdrawn in accordance with this section, the lowest remaining bid shall be deemed to be the low bid.

5. 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.

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

7. These procedures also apply for the withdrawal of bids for other than construction contracts.

8 A bidder/offeror may modify or withdraw his bid/proposal, either personally or by written request to the

Purchasing office at any time prior to the scheduled time for opening of bids/proposals.

PUBLIC INSPECTION OF CERTAIN RECORDS: 2.2-4342 Public inspection of all records is strictly governed by Code of Virginia 2.2-4342 and in accordance with the Virginia Freedom of Information Act (VA Code 2.2-3700 et seq). Any inspection of procurement transactions shall be subject to reasonable restrictions to ensure the security and integrity of the records. Cost estimates relating to a proposed procurement transaction prepared by or for a public body shall not be open to public inspection.

REVISIONS to the OFFICIAL ITB/RFP: No bidder/offeror shall modify, revise, edit or make any unauthorized change(s) to the original official ITB/RFP. The official solicitation document and the Addenda(um) are the documents posted on the Town of Luray�s web site, www.townofluray.com. Any such violation as stated above may result in rejection of the ITB/RFP response. In addition, violations may result in the debarment of the bidder/offeror by the Town of Luray.

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TAXES: Sales to the Town of Luray are normally exempt from State sales tax. Virginia Sales and Use Tax

Certificate of Exemption, Form ST-12, will be issued upon request. The Town may also be exempt from other taxes and fees.

AWARD

CONTRACT AWARD

For ITB: The award(s) made in response to an ITB will be made to the lowest responsive and responsible bidder(s) for each item, or group of items indicated in the bid. The Town reserves the right to make the sole determination of whether the product and/or options offered meet the minimum specifications and is acceptable in accordance with the specifications. The Town�s decision shall be final. The Town reserves the right to make a separate award for each item, a group of items or all items, and to make awards either in whole or in part, whichever is deemed by the Town to be in its best interest. Delivery time lines may be a factor in making an award.

For RFP: The award(s) made in response to an RFP will be made to the highest qualified offeror whose proposal is determined to be the most advantageous to the Town, taking into consideration the evaluation criteria set forth in the RFP. After negotiations, the offeror who has made the best proposal and provides the best value shall be awarded the contract

Professional services shall be procured and awarded by competitive negotiation as set forth in 2.2-4302.2 A 4.

The Town reserves the right to cancel a solicitation at any time and to reject any or all bids/proposals, in whole or in part, to waive any informality and to delete items prior to making the award(s), whenever it is deemed in the sole opinion of the Town to be in its best interest.

NEGOTIATION WITH THE LOWEST BIDDER: 2.2-4318 Unless all bids are canceled or rejected, the Town reserves the right to negotiate with the lowest responsive and 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 project. The Town shall initiate such negotiations by written notice to the lowest responsive, responsible bidder that its bid exceeds the available funds and the Town wishes to negotiate a lower contract price. The times, places and manner of negotiating shall be agreed to by the Town and the lowest responsive, responsible bidder.

PRECEDENCE of TERMS: General Terms and Conditions shall apply in all instances with the exceptions for projects funded by the Federal Highway Administration (FHWA) and by the Federal Transportation Administration (FTA). In the event there is a conflict between the General Terms and Conditions and any Federal, Special, Standard, or Supplementary Terms and Conditions in this solicitation, the Federal, Special, Standard, or Supplementary Terms and Conditions shall apply.

QUALIFICATIONS of BIDDERS/OFFERORS: The Town may make such reasonable investigations as deemed proper and necessary to determine the responsibility and ability of the bidder/offeror to perform the services/furnish the goods 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 bidder�s/offeror�s physical facilities 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 b3dder/offeror is properly qualified to carry out the obligations of the contract and to provide the services and/or furnish the goods contemplated therein.

SELECTION PROCESS/NOTICE OF AWARD; Upon the award or the announcement of the decision to award a contract as a result of this solicitation, the Purchasing office will publicly post such notice and/or will notify all responsive bidders/offerors, The Town may post Notice of Awards on its website at www.townofluray.com and and/or on eVA at www.eva.virginia.gov (if applicable).

CONTRACT PROVISIONS

ANTI-DISCRIMINATION: 2.2-4311 By submitting their bids/proposals, bidders/offerors certify to the

Town that they will conform to the provisions of the Federal Civil Rights Act of 1964, as amended, as well as the Virginia Fair Employment

Contracting Act of 1975, as amended, where applicable, the Virginians With Disabilities Act, the Americans

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With Disabilities Act.

In every contract over $10,000 the provisions below apply:

1. During the performance of this contract, the contractor agrees as follows:

a. The contractor will not discriminate against any employee or applicant for employment because of race, religion, color, sex, national origin, age, disability, or any other basis prohibited by state law relating to discrimination in employment, except where there is a bona fide occupational qualification reasonably necessary to the normal operation of the contractor. The contractor agrees to post in conspicuous places, available to employees and applicants for employment, notices setting forth the provisions of this nondiscrimination clause.

b. The contractor, in all solicitations or advertisements for employees placed by or on behalf of the contractor, will state that such contractor is an equal opportunity employer.

c. Notices, advertisements and solicitations placed in accordance with federal law, rule or regulation shall be deemed sufficient for the purpose of meeting these requirements.

2. The contractor will include the provisions of 1. above in every subcontract or purchase order over $10,000, so that the provisions will be binding upon each subcontractor or vendor.

ANTITRUST: By entering into a contract, the contractor conveys, sells, assigns, and transfers to the Town all rights, title and interest in and to all causes of action it may now have or hereafter acquire under the antitrust laws of the United States and the Commonwealth of Virginia, relating to the particular goods or services purchased or acquired by the Town under said contract.

APPLICABLE LAWS and COURTS: This solicitation and any resulting contract shall be governed in all respects by the laws of the Commonwealth of Virginia, excluding its conflict of laws provisions, and venue for litigation with any respect thereto shall be proper only in the Circuit Court of Page County, Virginia. The contractor shall comply with all applicable federal, state and local laws, rules and regulations.

ASSIGNMENT of CONTRACT: A contract shall not be assignable by the contractor in whole or in part without the written consent of the Town.

CHANGES to the CONTRACT: Changes can be made to the contract in any of the following ways:

1. The parties by mutual agreement in writing, to modify the terms, conditions or scope of the contract subject to item 2. below. Any additional goods or services to be provided shall be of a sort that is ancillary to the contract goods or services, or within the same broad product or service categories as were included in the contract award. Any increase or decrease in the price of the contract resulting from such modification shall be agreed to by the parties as a part of their written agreement to modify the scope of the contract.

2. A public contract may include provisions for modification of the contract during performance, but no fixed-price contract may be increased by more than twenty-five percent (25%) of the amount of the contract or $50,000, whichever is greater, without the advance written approval of the Luray Town Council. In no event may the amount of any contract, without adequate consideration, be increased for any purpose, including, but not limited to, relief of a bidder/offeror from the consequences of an error in its (bid/offer). 2.2-4309

3. The Procurement Manager (or Town delegated agent) may order changes within the general scope of the contract at any time by written notice to the contractor. Changes within the scope of the contract include, but are not limited to, things such as services to be performed the method of packing or shipment, and the place of delivery or installation. The contractor shall comply with the notice upon receipt unless the contractor intends to claim an adjustment to compensation, schedule, or other contractual impact that would be caused by complying with such notice, in which case the contractor shall, in writing, promptly notify the Town of the adjustment to be sought, and before proceeding to comply with the notice, shall await the Town's written decision affirming, modifying, or revoking the prior written notice. If the Town decides to issue a notice that requires an adjustment to compensation, the contractor shall be compensated for any additional costs incurred as the result of such order and shall give the Town a credit for any savings. Said compensation shall be determined by one of the following methods:

a. By mutual agreement between the parties in writing; or

b. By agreeing upon a unit price or using a unit price set forth in the contract, if the work to be done can be expressed in units, and the contractor accounts for the number of units of work performed, subject to the Town�s right to audit the contractor�s records and/or to determine the correct number of units

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c. By ordering the contractor to proceed with the work and keep a record of all costs incurred and savings realized. A markup for overhead and profit may be allowed if provided by the contract. The same markup shall be used for determining a decrease in price as the result of savings realized. The contractor shall present the Town with all vouchers and records of expenses incurred and savings realized. The Town shall have the right to audit the records of the contractor as it deems necessary to determine costs or savings. Any claim for an adjustment in price under this provision must be asserted by written notice to the Town within thirty (30) days from the date of receipt of the written order from the Town. If the parties fail to agree on an amount of adjustment, the question of an increase or decrease in the contract price or time for performance shall be resolved in accordance with the procedures for resolving disputes provided by the Disputes Clause of this contract or, if there is none, in accordance with the disputes provisions of the Town of Luray Purchasing and Contracting Policy in the Town Code. Neither the existence of a claim nor a dispute resolution process, litigation or any other provision of this contract shall excuse the contractor from promptly complying with the changes ordered by the Town or with the performance of the contract generally.

CONTRACT EXECUTION: Per Town Code, the Town Manager and the Assistant Town Manager shall have authority to execute all contracts and agreements on behalf of the Town except as otherwise directed by the Luray Town Council in specific instances.

CONTRACTUAL DISPUTES: Contractual claim procedures shall be as per Code of VA 2.2-4363.

COOPERATIVE PROCUREMENT: 2.2-4304 Except as prohibited by the current Code of Virginia 2.2-4304, all resultant contracts will be extended, with the authorization of the contractor, to other public bodies to permit their ordering of supplies and/or services at the prices and terms of the resulting contract. If any other public body decides to use the final contract, the Contractor must deal directly with that public body concerning the placement or orders, issuance of the purchase order, contractual disputes, invoicing and payment. The Town acts only as the �Contracting Officer� for these public bodies. Any resulting contract with other public bodies shall be governed by the laws of that specific entity. It is the Contractor�s responsibility to notify the public bodies of the availability of the contract. The Town shall not be held liable for any costs or damage incurred by another public body as a result of any award extended to that public body by the Contractor.

DEFAULT: In case of failure to deliver goods or services in accordance with the contract terms and conditions, the Town, after due oral or written notice, may procure items of a comparable quality from other sources and hold the contractor responsible for any resulting additional costs above the contract price when purchases are made in the open market. This remedy shall be in addition to any other remedies, which the Town may have.

DRUG-FREE WORKPLACE: 2.2-4312 During the performance of this contract, the contractor agrees to: (i) provide a drug- free workplace for the contractor�s employees; (ii) post in conspicuous places, available to employees and applicants for employment, a statement notifying employees that the unlawful manufacture, sale, distribution, dispensation, possession, or use of a controlled substance or marijuana is prohibited in the contractor�s workplace and specifying the actions that will be taken against employees for violations of such prohibition; (iii) state in all solicitations or advertisements for employees placed by or on behalf of the contractor that the contractor maintains a drug-free workplace; and (iv) include the provisions of the foregoing clauses in every subcontract or purchase order of over $10,000, so that the provisions will be binding upon each subcontractor or vendor.

IMMIGRATION REFORM and CONTROL ACT OF 1956: 2.2-4311.1 By submitting…