Attachment A.pdf

STANDARD FORM OF CONTRACT

BETWEEN THE COUNTY OF CAMPBELL, VIRGINIA AND CONTRACTOR

This Contract, made this day _____of__________, 20_____, by and between THE CAMPBELL COUNTY BOARD OF SUPERVISORS, hereinafter referred to as the "BOARD" and (A)_____________________________________________________________________________ ________hereinafter referred to as the "CONTRACTOR".

Re: REQUEST FOR BID #____________________

WITNESSETH, that the CONTRACTOR and the BOARD for the consideration hereinafter named, agree as follows:

ARTICLE 1

PAYMENT

The BOARD agrees to pay the CONTRACTOR for the performance of the contract the sum Of _______________________________dollars ($______________).

ARTICLE 2

BONDS

The CONTRACTOR agrees to furnish performance and payment bonds in such form as shall be acceptable to the BOARD, where required in the invitation for bid or the request for quotation, or where required by Virginia Law. The sureties providing the bonds shall be rated A+ or higher, approved by the BOARD in writing, and authorized to do business in the Commonwealth of Virginia.

ARTICLE 3

MATERIALS

The CONTRACTOR agrees to furnish all of the machines, equipment, material, and/or labor Described in the specifications and the Request for Bids (RFB) entitled_____________________________________.

ARTICLE 4

CHANGES

The BOARD may make any alterations, deviations, additions or omissions from the aforesaid specifications, which it may deem proper, without affecting or making void this contract; and in such cases the BOARD shall value or appraise such alterations and recommend the amount added to or deducted from the amount herein agreed to be paid to the CONTRACTOR for the excess or deficiency occasioned by such alterations. In case any alterations or deviations are made, such further time may be allowed for completion of the work caused by such alterations or deviations as the BOARD shall decide to be reasonable.

ARTICLE 5

TERMS

The CONTRACTOR and the BOARD agree that this Agreement, the Request for Bid (RFB) or the Request for Proposal (RFP) and all of the specifications therewith and all modifications thereof, constitute the Contract, and that they are fully a part of this Contract as if hereto attached or herein repeated and that CONTRACTOR agrees to the covenants contained in the RFB or RFP and this contract. Also incorporated herein, as if fully recited, are the General Conditions and Required Conditions To All Contracts which are filed in the office of the Purchasing official for Campbell County. The CONTRACTOR is advised to obtain a copy thereof if not included in the RFB or RFP.

In the event of any conflict between this contract and any other document, the terms of the RFB or RFP and Required Conditions To All Contracts shall prevail and be primary.

ARTICLE 6

PROMPT EXECUTION

The CONTRACTOR, with the execution of this Contract, makes assurance that all materials necessary for the prompt completion of this project are now available to him or will be available so as not to cause delay in the time specified for completion, nor will there be any further expense to the BOARD by reason of any special expense imposed by his supplier or fabricator after this Contract is executed.

ARTICLE 7

COMPLIANCE WITH LAWS

The CONTRACTOR at all times shall observe and comply with all Federal and State Laws and local laws, ordinances and regulations in any manner affecting the conduct of the work; and all such other orders or decrees as exist at present and those which may be enacted later, of bodies or tribunals having any jurisdiction or authority over the work, and shall indemnify and save harmless the BOARD and all of its officers, agents, and servants against any claim or liability arising from or based on the violation of any such laws, by-laws, ordinances, regulations, orders or decrees whether by himself or his employees.

ARTICLE 8

INDEMNITY AND INSURANCE

The CONTRACTOR shall indemnify and save harmless the BOARD, and all its officers, agents and servants from all suits, actions and damages and costs, of every name and description to which the BOARD may be subjected or put by reason of injury to persons or property as a result of the work, whether caused by negligence or carelessness on the part of the CONTRACTOR, his servants or agents or any other cause.

CONTRACTOR shall procure and maintain general liability insurance for protection from claims arising out of performance of services caused by a negligent error, omission or act for which he is legally liable. CONTRACTOR shall deliver to BOARD, upon execution of this Agreement, certificates of such insurance. Such insurance shall provide for coverage in the following amounts and be effective through the date of the end of the Project unless as further specified in general or supplemental conditions prepared by the Engineer and made a part of this Agreement. Such insurance shall name the County as an additional insured and shall contain a provision that coverages afforded under the policies shall not be terminated, cancelled or otherwise allowed to expire until at least thirty

(30) days prior written notice has been given to the BOARD:

Commercial General Liability having limits no less than the following:

Bodily Injury and Property Damage $1,000,000 each occurrence $2,000,000 aggregate per project

Business Auto liability having limits no less than the following:

Bodily Injury and Property Damage $1,000,000 combined single limit

Umbrella Liability Insurance covering the excess over the limits specified for all commercial general liability and business auto liability insurance required hereunder with minimum limits of $5,000,000 aggregate per policy year.

Workers Compensation as required by Virginia law

ARTICLE 9

LIQUIDATED DAMAGES

Time is of the essence in the completion of all work. The CONTRACTOR shall be subject to the payment of liquidated damages in the sum of $________________ per day should it fail to complete the work in an acceptable manner within the time specified. The BOARD reserves the right to claim any and all other damages and reserves all other possible remedies.

ARTICLE 10

PRE-CONSTRUCTION CONFERENCE

A pre-construction conference will be held. The meeting must be attended by the CONTRACTOR.

No additional compensation is due to the CONTRACTOR for any meetings.

ARTICLE 11

WORK HOURS

Generally, hours of work will be limited only to the extent that normal business operations would be adversely impacted by the work. Any limits on hours of work or locations upon the subject property will be delineated by the BOARD or its designee.

ARTICLE 12

PROTECTION OF WORK, PROPERTY AND PERSONS

The CONTRACTOR shall be responsible for initiating, maintaining, and supervising all safety precautions and programs in connection with this project. All necessary precautions shall be taken:

to prevent injury to the CONTRACTOR’S employees and other persons who may be affected by the project; to prevent damage to or loss of materials or equipment incorporated into the project; and to protect this and other property at or adjacent to the site.

After the completion of the project, all roads, drives, paths, parking lots, easements and lawns damaged by the CONTRACTOR’S actions shall be restored to the same condition or better at the time prior to the beginning of work. Prior to any construction activities, it is the CONTRACTOR’S responsibility to document any existing damage or substandard conditions.

ARTICLE 13

CONTRACTOR SUPERVISION

The CONTRACTOR shall supervise and direct all work under the contract. A qualified individual shall be designated in writing to act on behalf of the CONTRACTOR. This individual shall be present on the site at all times as required to perform adequate supervision and coordination of the work, including subcontractors. The designated representative shall be fluent in the English language and have good communication skills. The BOARD will appoint a representative or designee for the BOARD to oversee the work on behalf of the BOARD. In the absence of an appointed representative, the Deputy County Administrator shall provide representation.

ARTICLE 14

SUB-CONTRACTORS

Nothing contained in the contract documents shall create any contractual relationship between the BOARD and any subcontractor or sub-subcontractor. Subcontractor information below will be provided to the BOARD. Vendors who will subcontract the delivery, installation, or any other portion of the work herein described will submit with their bids to the CONTRACTOR the following information:

A. A description of the items to be subcontracted with prices, and

B. The subcontractor's name, address, and telephone number. During the life of the contract, the CONTRACTOR shall provide the name, nature, and extent of all subcontractors. Subcontractors shall be considered an agent of the Contractor, who shall be held fully accountable for all of the subcontractor services, labor, and materials relative to the contract.

ARTICLE 15

PERMITS

The CONTRACTOR is responsible for implementation and compliance with all conditions of all required permits. Compensation for implementation of the requirements of the permits shall be included in appropriate bid items and no special compensation will be made.

ARTICLE 16

QUALIFICATIONS OF CONTRACTOR

The CONTRACTOR shall perform all specified work using properly trained, skilled, bonded, and licensed individuals supervised by the CONTRACTOR. The CONTRACTOR and any subcontractor or supplier shall be licensed and bonded in the State of Virginia.

ARTICLE 17

WORK QUALITY

All project work shall be performed in a high-quality and first-class manner. Any work that does not meet specifications shall be removed and corrected at the CONTRACTOR’S expense. Any aspect of the project work resulting in damage to property or equipment shall be restored and made “whole” by the CONTRACTOR at its expense.

ARTICLE 18

MATERIALS

Materials and equipment furnished by the contractor shall conform to the specification in all aspects, including quality of material, strength, appearance, and workmanship to that which is usually provided by contractors in this trade. The CONTRACTOR shall inspect and approve all materials prior to use and shall reject materials that do not meet the specification.

ARTICLE 19

SAFETY AND CLEANLINESS

CONTRACTOR shall provide for a neat, clean, and safe environment at all times during the performance of the work. All equipment must be clean and in proper working order. CONTRACTOR shall thoroughly clean the job site upon completion of the work. During the work the job site must be kept neat and clean.

ARTICLE 20

ADDITIONAL WORK

The BOARD reserves the right to add or change work as deemed necessary. The BOARD will issue separate change orders modifications in the work. Applicable prices shall be applied to the additional work as bid and/or the unit prices contained in the bid or otherwise as reasonable and established by the BOARD.

ARTICLE 21

NOTIFICATION TO AGENCIES AND ENTITIES

The CONTRACTOR is responsible for notification to all agencies and entities whose utility, property, or work may be affected by construction under this contract.

ARTICLE 22

STOP-WORK ORDER

If, in the sole judgment of the BOARD, the CONTRACTOR fails to proceed as required or fails to fully comply with the terms of the RFB and this contract, the BOARD reserves the right to issue a stop work order and withhold hold any payments on all other work pending full compliance with all that is required or as directed by the BOARD. If the CONTRACTOR fails to fully comply with all directions of the BOARD in this regard the BOARD reserves the right to cancel this contract and use any funds due and owing to the CONTRACTOR to pay for completion of the work by others.

ARTICLE 23

CONTRACTOR REQUESTED CHANGES IN WORK

If an event arises which the CONTRACTOR considers may result in the addition, deletion or modification to the contract, the CONTRACTOR shall notify the BOARD, in writing, and the Contract will consider the need for a change order. The BOARD shall decide on the need for a change order and thereafter issue a directive to the CONTRACTOR to proceed as directed by the

BOARD.

ARTICLE 24

TRAFFIC CONTROL

All work shall be accomplished in a manner to minimize obstruction to traffic. When working in or near roadways, the CONTRACTOR shall abide by the conditions for construction traffic, as set forth in the Manual on Uniform Traffic Control Devices, U.S. Department of Transportation Work Zone Traffic Control and/or the Virginia Department of Transportation. The cost of Traffic control is considered incidental to the project and is at the expense of the CONTRACTOR.

ARTICLE 25

PERMITS AND INCIDENTALS

Any expenses incidental to this project are at the expense of the CONTRACTOR, including, without limitation, obtaining all required permits; preparatory work and operations necessary for the movement of personnel, equipment, supplies, and incidentals to the project site; preparation of a construction schedule if requested; furnishing porta-john if requested or required and staging equipment at locations approved by the BOARD.

ARTICLE 26

PAYMENT OF SUBS

Pursuant to Virgia Code § 2.2-4354 the CONTRACTOR is individually liable for the entire amount owed to any subcontractor with whom the CONTRACTOR contracts.

Regardless of whether the CONTRACTOR has received payment from the BOARD for work performed by a subcontractor under such contract, CONTRACTOR shall remain liable for the entire amount owed to such subcontractor and shall pay such subcontractor within 60 days of the receipt of an invoice following satisfactory completion of the work for which the subcontractor has invoiced.

CONTRACTOR shall not be liable for amounts otherwise reducible due to the subcontractor's noncompliance with the terms of the contract. However, in the event that the CONTRACTOR withholds all or a part of the amount invoiced by the subcontractor under the terms of the contract, the CONTRACTOR shall notify the subcontractor within 50 days of the receipt of such invoice, in writing, of his intention to withhold all or a part of the subcontractor's payment with the reason for nonpayment, specifically identifying the contractual noncompliance, the dollar amount being withheld, and the lower-tier subcontractor responsible for the contractual noncompliance. Payment by the party contracting with the CONTRACTOR shall not be a condition precedent to payment to any lower-tier subcontractor, regardless of that contractor's receiving payment for amounts owed to that contractor. Any provision in a construction contract contrary to this section shall be unenforceable. Nothing in this subdivision shall be construed to (i) apply to or prohibit the inclusion of any retainage provisions in a construction contract or (ii) apply to contracts awarded solely for professional services as that term is defined in § 2.2-4301 where the public body is contracting directly with an architectural and engineering firm.

CONTRACTOR shall take one of the two following actions within seven days after receipt of amounts paid to the CONTRACTOR by the BOARD for work performed by the subcontractor under this Contract:

A. Pay the subcontractor for the proportionate share of the total payment received from the BOARD attributable to the work performed by the subcontractor under that contract;

or

B. Notify the BOARD and subcontractor, in writing, of his intention to withhold all or a part of the subcontractor's payment with the reason for nonpayment.

CONTRACTOR shall include in each of its subcontracts a payment clause that requires (i) individual subcontractors to provide their social security numbers and (ii) proprietorships, partnerships, and corporations to provide their federal employer identification numbers.

CONTRACTOR shall further include in each of its subcontracts an interest clause that obligates the CONTRACTOR to pay interest to the subcontractor on all amounts owed by the contractor that remain unpaid after seven days following receipt by the CONTRACTOR of payment from BOARD for work performed by the subcontractor under that contract, except for amounts withheld as allowed by law. Unless otherwise provided under the terms of any subcontract, interest shall accrue at the rate of one percent per month.

Any such contract awarded shall further require the CONTRACTOR to include in each of its subcontracts a provision requiring each subcontractor to include or otherwise be subject to the same payment and interest requirements with respect to each lower-tier subcontractor.

CONTRACTOR’S obligation to pay an interest charge to a subcontractor pursuant to the payment clause in this section shall not be construed to be an obligation of the BOARD. A contract modification shall not be made for the purpose of providing reimbursement for the interest charge. A cost reimbursement claim shall not include any amount for reimbursement for the interest charge.

ARTICLE 27

CONDITIONS AFFECTING THE WORK

The CONTRACTOR is responsible for having taken steps reasonably necessary to ascertain the nature and location of the work, and the general and local conditions that can affect the work or its costs, including, but not limited to subsurface conditions, available parking and staging areas and existing building materials and components. Any failure by the CONTRACTOR to reasonably ascertain the conditions affecting the work does not relieve the CONTRACTOR from responsibility for successfully performing the work without additional expense to the BOARD. The BOARD assumes no responsibility for any representations concerning conditions made by any of its officers, employees or agents before execution of this Contract unless such representations are expressly stated in the Contract.

ARTICLE 28

MECHANIC’S LIEN WAIVERS

Upon receipt of payment, the CONTRACTOR shall execute promptly any and all certifications, mechanic’s lien waivers, or other documents reasonably required by the BOARD.

ARTICLE 29

WARRANTIES

The CONTRACTOR warrants that all the work and/or supplies furnished as part of the Contract is in accordance with the requirements of the Contract, free from defect or inferior materials or equipment, and of such quality workmanship as to meet the highest standard of care in Virginia for the type of work performed, for a period of five years after the date of final inspection, and, unless otherwise agreed by the BOARD in writing, in BOARD’S sole discretion, all materials and equipment are new. The CONTRACTOR further warrants to the BOARD, for a period of five years from the time of final inspection, that the construction or work and supplies together with all of its fixtures is sufficiently: (a) free from structural defects, so as to pass without objection in the trade,

(b) constructed in a workmanlike manner, so as to pass without objection in the trade, and (c) fit for its intended use. The CONTRACTOR shall obtain each transferable guarantee or warranty of equipment, materials, or installation that is furnished by any manufacturer or installer in the ordinary course of the business or trade. The CONTRACTOR shall obtain and furnish to the BOARD all information required to make any such guarantee or warranty legally binding and effective, and shall submit both the information and the guarantee or warranty to the BOARD in sufficient time to permit the BOARD to meet any time limit requirements specified in the guarantee or warranty or, if no time limit is specified, before completion and acceptance of all work under this Contract.

ARTICLE 30

BANKRUPTCY

If the CONTRACTOR shall be adjudged bankrupt or if he shall make a general assignment for the benefit of his creditors, or if a Receiver shall be appointed on account of his insolvency, or if he shall persistently or repeatedly refuse or shall fail, except in case where extension of time is provided, to supply enough properly skilled workmen or proper materials or if he should fail to make prompt payment to subcontractors for materials or labor, or disregard law, ordinances or the instructions of the BOARD or otherwise be guilty of substantial violation of any provision of this Contract, then the BOARD may, without prejudice to any other right or remedy, and after giving the CONTRACTOR reasonable notice, terminate the employment of the CONTRACTOR and take possession of the machines, equipment and material already delivered or in process of delivery.

ARTICLE 31

MISCELLANEOUS

A. Non-Discrimination: During the performance of this Contract

CONTRACTOR agrees that CONTRACTOR will not discriminate against any employee or applicant for employment because of race, religion, color, sex, or natural origin, age, disability, or other basis prohibited by state law relating to discrimination in employment as required in §2.2-4330. CONTRACTOR agrees to post in conspicuous places available to employees and applicants for employment notices setting forth the provisions of this non-discrimination clause. CONTRACTOR in all solicitations or advertisements for employees placed by or on behalf of CONTRACTOR will state that Contractor is an equal opportunity employer. CONTRACTOR will include the provisions of CONTRACTOR paragraph in every sub-contract or purchase order of over $10,000.00 so that the provisions will be binding upon each sub-contractor or vendor. The BOARD does not discriminate against faith-based organizations.

B. Drug-free Workplace: 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. For the purposes of this section, "drug-free workplace" means a site for the performance of work done in connection with a specific contract awarded to a Service Provider in accordance with this chapter, the employees of whom are prohibited from engaging in the unlawful manufacture, sale, distribution, dispensation, possession or use of any controlled substance or marijuana during the performance of the contract.

C. Compliance with immigration laws: The CONTRACTOR agrees and represents that it does not now, nor will it during the performance of this Contract, knowingly employ an unauthorized alien as defined in the federal Immigration Reform and Control Act of 1986.

D. Service Provider authorized to transact business in Virginia: During the performance of this Contract, the CONTRACTOR agrees to be authorized to transact business in the Commonwealth of Virginia as a domestic or foreign business entity if so required by Title

13.1 0r Title 50 of the Code of Virginia (1950), as amended, or as otherwise required by law.

E. Licenses and Permits: CONTRACTOR agrees that it has procured all licenses, permits, or other like permission required by law to conduct or engage in the activity provided for in this Contract; that it will procure all additional licenses, permits, or like permission required by law during the term of this Contract; and that it will keep such licenses, permits, and permissions in full force and effect during the term of this Contract.

F. Governing Law: This Contract is entered into and shall be construed under the laws of the Commonwealth of Virginia. Any provision of this Contract which is prohibited by, or unlawful or unenforceable under, Virginia law shall be ineffective only to the extent of such prohibition without invalidating the remaining provisions of this lease.

G. Entire Agreement: This written Contract represents the parties’ full and complete understanding; there are no other agreements either written or oral. This Contract may be modified or altered only by a writing signed by both parties.

H. Authority of Signatories: Each party to this Contract warrants to the other that the respective signatories have the full right and authority to enter into and consummate this Contract and all related documents.

[SIGNATURES ON PAGES 11 & 12, REMAINDER OF PAGE INTENTIONALLY BLANK]

IN WITNESS WHEREOF, the said CONTRACTOR, __________________and the BOARD have caused these presents to be signed and sealed.

BOARD OF SUPERVISORS FOR

THE COUNTY OF CAMPBELL

By: __________________

Frank J. Rogers, IV

County Administrator

STATE OF VIRGINIA:

COUNTY OF CAMPBELL, TO-WIT:

I, , a Notary Public in and for the State of Virginia, do hereby certify that Frank J.

Rogers, IV, whose name is signed to the foregoing Agreement, bearing the date of the ______day of , 2023, has this day personally appeared and acknowledged the same before me in my State and County aforesaid.

Given under my hand this day of ______________, 2023.

My commission expires on the day of , .

NOTARY PUBLIC

Approved as to Form:

F.E. “Tripp” Isenhour, III County Attorney

CONTRACTOR

By: ___________________

Its: ______________________

STATE OF VIRGINIA:

COUNTY OF CAMPBELL, TO-WIT:

I, , a Notary Public in and for the State of Virginia, do hereby certify that Frank J.

Rogers, IV, whose name is signed to the foregoing Agreement, bearing the date of the ______day of , 2023, has this day personally appeared and acknowledged the same before me in my State and County aforesaid.

Given under my hand this day of ______________, 2023.

My commission expires on the day of , .

NOTARY PUBLIC