CH Ext DR IFB BG_25_0301 P2209A - project manual.pdf

PROJECT MANUAL

FOR

COUNTY OF CULPEPER

COURTHOUSE EXTERIOR DOOR REPLACMENT

135 West Cameron Street Culpeper, Virginia 22701

Invitation to Bid No. BG-25-0301

Sealed bids for the construction of the County of Culpeper Courthouse Exterior Door Replacement will be received in person or via special courier service at the Culpeper County Procurement Office, 155 West Davis Street, Suite 100, Culpeper, Virginia 22701, no later than 2:00 p.m., local prevailing time, on

Thursday, October 3, 2024.

An Optional Pre-Bid Meeting will be held at 10:00 a.m. on Thursday, September 5, 2024 at the project site 135 West Cameron Street, Culpeper Virginia 22701.

Architect’s Project #2209A

August 13, 2024

16125 Raccoon Ford Rd

540-829-2590 (v) www.sanders-pc.com

Tables of Content TOC -- 1

CULPEPER COUNTY

MAGISTRATE & JUVENILE PROBATION

INTERIOR ALTERATIONS

Project #2306 County Bid Request No. BG-24-0404

TABLE OF CONTENTS

00300 Invitation to Bid 00350 Instructions to Bidders 00500 Bid Form 00550 Proof of Authority to Transact Business in Virginia Form 00600 Contract Form 00610 Culpeper County General Conditions for Purchase Agreements

DIVISION 1 – GENERAL REQUIREMENTS

01100 Summary 01140 Work Restrictions 01210 Allowances 01230 Alternates 01250 Contract Modification Procedures 01270 Unit Prices 01290 Payment Procedures 01310 Project Management and Coordination 01320 Construction Progress Documentation 01330 Submittal Procedures 01400 Quality Requirements 01420 References 01500 Temporary Facilities and Controls 01600 Product Requirements 01700 Execution Requirements 01731 Cutting and Patching 01732 Selective Demolition 01770 Closeout Procedures 01800 ACM Lab Report

DIVISION 8 – DOORS & FRAMES

08710 Door Hardware

NOTE: SEE DRAWINGS FOR ADDITIONAL PROJECT SPECIFICATIONS

Courthouse Exterior Door Replacement - Culpeper, VA

INVITATION TO BID

BID REQUEST NUMBER: BG-25-0301

Sealed bids for the construction of the Culpeper County Courthouse Exterior Door Replacement will be received in person or by courier at the County of Culpeper Procurement Office, 155 W. Davis Street, Suite 100, Culpeper, Virginia 22701, no later than 2:00 p.m., local prevailing time, on October 3, 2024. The time of receipt shall be determined by the time stamp in the Office if submitted in person. Contractors are responsible for assuring that their bids are stamped by Office personnel by the deadline indicated. Bids received after this time will not be accepted.

The project generally consists of, but is not limited to, the following tasks: replacement of existing exterior doors for repairs and security enhancement, renovation of stairway finishes, installation of additional light fixtures and exit signage, installation of alarm and control security features and installation of ballistic panel infill or security film to select windows.

Bid documents consisting of the Contract Drawings and the Project Manual will be available following bid issue at the following locations:

Culpeper County Purchasing Department Website https://web.culpepercounty.gov/rfps (PDF download), and through the e-VA Website in Virginia Business Opportunities. All contractors are responsible for any addendums issued for this project. All notifications of any Addendums will only be posted on the Culpeper County Purchasing Website, and e-VA

Culpeper County Office of Procurement, Attention: Alan Culpeper 155 W. Davis Street, Suite 100 Culpeper, VA 22701

FAX: 540-727-3486

aculpeper@culpepercounty.gov

Written questions must be submitted to the Office of Procurement, 155 W. Davis Street, Suite 100, Culpeper, Virginia 22701, no later than 10:00 am., local prevailing time on September 24, 2024.

An optional Pre-Bid Meeting will be held at 10:00 am September 5, 2024, at the site – 135 West Cameron Street, Culpeper Virginia 22701. Bidders shall be required to sign a register sign-in sheet as the representative of the named firm. Arrive early for security screening.

Bids shall be accompanied by a properly executed AIA Document A305, Contractor's Qualification Statement. Failure to provide this information with the bid form shall result in the bid being declared non-responsive. Bids shall be accompanied by either a cashier's check or certified check or bidder's bond in the amount of 5 percent of the bid amount made payable to the County of Culpeper.

A bid may not be modified, withdrawn or canceled by the bidder after the time and date designated for the receipt of bids and for 60 days thereafter except as provided by Section 2.2-4330, Chapter 7 of the Code of Virginia. Bidders should be prepared to start work following Board of Supervisors approval anticipated in October.

Bidders must be registered Class A contractors in the Commonwealth of Virginia in accordance with Title 54.1, Chapter 11 of the Code of Virginia, as amended. Bidders should have a minimum of (5) years demonstrated experience constructing projects of similar scope, cost and scale in occupied spaces.

If the contract is awarded, a separate performance bond and a payment bond (AIA Document A312) for 100% of the contract amount, including any additions and/or deductions, shall be provided by the successful bidder.

The performance and material payment bond will not be required if the total Contract amount is less than $300,000.

The Owner reserves the right to waive informalities and/or reject any and all bids.

https://web.culpepercounty.gov/rfps mailto:aculpeper@culpepercounty.gov

Courthouse Exterior Door Replacement - Culpeper, VA

END OF SECTION

INSTRUCTIONS TO BIDDERS FORM

CULPEPER COUNTY

COURTHOUSE EXTERIOR DOOR REPLACMENT

Project #2209A

Culpeper Bid #BG-25-0301

INSTRUCTIONS TO BIDDERS

All questions & interpretations: Culpeper County Office of Procurement Attention: Alan Culpeper 155 W. Davis Street, Suite 100 Culpeper, VA 22701

FAX: 540-727-3486

aculpeper@culpepercounty.gov

Submit Bids: Culpeper County Attention: Alan Culpeper – Office of Procurement 302 North Main Street Culpeper, VA 22701

EXPLANATION TO BIDDERS: Any questions regarding the meaning or interpretation of the Construction Documents or other documents relating to the performance of this work must be requested in writing no later than (7) days before the submission of their bids as indicated in the Invitation to Bid. Any interpretations made will be in the form of an addendum and will be furnished to all perspective bidders. Receipt of addendum shall be acknowledged on the bid form.

No oral interpretations will be given. Oral explanations given before the contract award will not be binding.

ALTERNATES & SUBSTITUTES: Alternate products or manufacturers bidders consider equal to those specified and propose to include as part of the construction document scope of work should be submitted during the bid questions period and approved by the Architect before bids are received.

Bidders are encouraged to quote on substitute products in accordance with Division 1 General Requirements by listing them on the bid form and by indicating the additional cost or credit. The Owner reserves the right to reject proposed substitutes. The bid price for each substitute shall include all costs to all trades affected by the substitute and all costs to incorporate the substitute into the project. Later requests for additional monies or time for substitutes will not be permitted.

SITE EXAMINATION: Bidders must visit the site, examine the construction documents and take other steps as may be necessary to ascertain the nature and location of the work. Further, bidders should investigate observable site conditions that may have bearing on the performance, supervision, material staging, costs and time to complete the work. Failure to take such steps will not relieve the Contractor of his responsibility to successfully complete the work. Requests for extras relating to existing conditions readily observable at the time of bidding will be denied.

A pre-bid conference will be held at the time and place stated in the Invitation to Bid.

mailto:aculpeper@culpepercounty.gov

BIDDERS QUALIFICATONS: Bids shall be accompanied by a properly executed AIA Document A305, Contractor's Qualification Statement. Failure to provide this information with the bid form shall result in the bid being declared non-responsive.

Bidders should be prepared to start work following award of Contract and notice to proceed.

Bidders must be registered Class A contractors in the Commonwealth of Virginia in accordance with Title 54.1, Chapter 11 of the Code of Virginia, as amended. Bidders should have a minimum of (5) years demonstrated experience constructing projects of similar scope, cost and scale on occupied sites.

Before a bid is considered for award, the bidder must give evidence of a minimum of 5 years of demonstrated experience in performing comparable work with comparable site work and provide at least two references for equivalent projects, financial resources, company safety plan, list of proposed sub-contractors, evidence of authority to conduct business in the jurisdiction where the project is located and any other criteria the Owner deems relevant to the successful performance of the contract.

SUBMISSION OF BIDS: Submit bids in duplicate with original signatures on the enclosed bid form with additional attachments including proposed substitutions and unit prices as requested or proposed. Repeat notation “contractor’s current Virginia Class A license No. ________” on outside of inner envelope containing bid and bid security, and place this envelope within another envelope addressed to:

Culpeper County Attn: Alan Culpeper – Office of the Purchasing Agent 302 North Main Street Culpeper, Virginia 22701

Note on the inner envelope:

Culpeper County Bid – BG-25-0301 Provide bid security as stated in the Invitation to bid.

Bid receipt deadline will be as stated in the Invitation to Bid.

A public bid opening will be held.

If a bid contained in the special envelope is mailed, the Bidder takes the risk that the envelope, even if marked as described above, may be inadvertently opened and the information compromised which may cause the bid to be disqualified. Bids may be hand delivered to the designated location. No other correspondence or other bids should be placed in the envelope. Culpeper County will not accept facsimile and/or electronic bids.

To be considered for selection, bids must be received by Culpeper County by the designated date and hour. Bids received after the date and hour designated are non-responsive, automatically disqualified and will not be considered. Culpeper County is not responsible for delays in the delivery of mail by the U.S. Postal Service, private couriers, or delivery by any other means. It is the sole responsibility of the Bidder to ensure that his/her bid reaches the County by the designated date and hour.

BID MODIFICATION: No bidder shall withdraw, modify or cancel any part of his bid for the number of days stated on the bid form following the date of bid receipt except as provided by Code of Virginia Section 2.2-4330(a) Procedure (1) or (2).

Bids may be withdrawn or modified by an appropriate document duly executed (in the manner that a bid must be executed) and delivered to the place where bids are to be submitted at any time prior to the receipt of bids.

Bids may be withdrawn after the date for submission in accordance with Section 2.2-4330(a) Procedure (1). The bidder shall give written notice in writing of his claim of right to withdraw his bid within (2) business days after the conclusion of the bid opening procedure and shall submit original work papers with such notice. Failure to submit contractor’s work papers will be considered as a waiver of any right of withdrawal of bids after the date for submission.

FORMS: Agreement, insurance certificate, and bonds shall be drawn on forms identical to those bound or referenced within this project manual.

BONDS: Bids shall be accompanied by either a cashier's check or certified check or bidder's bond in the amount of 5 percent of the total bid amount made payable to the County of Culpeper. Bonds shall be with a surety company acceptable to the Owner. A performance bond and a labor and material payment bond (AIA Document A312) will be required in the amount of 100 percent of the total bid, including any additions and/or deductions and shall be provided by the successful bidder. The performance and material payment bond will not be required if the total Contract amount awarded is less than $300,000.

AWARD OF CONTRACT: The County will evaluate and award to the lowest responsive, responsible bidder complying with all provisions of the Invitation to Bid (IFB), provided the bid price is reasonable and it is in the best interest of the County to accept it. The County reserves the right to award a contract by individual items, in the aggregate, or in combination thereof, or to reject any or all bids and to waive any informality in bids received whenever such rejection or waiver is in the best interest of the County. The Procurement Department reserves the right to conduct any test/site visit of the Contractor’s work facility it may deem advisable to make an evaluation.

Submission of post bid information shall be in accordance with the contract documents.

ADDENDA: An addendum extending the date for receipt of bids or withdrawing this Invitation to Bid may be issued at any time prior to the date set for the receipt of bids. It is the responsibility of each bidder to provide the County with the name, e-mail address, telephone number and fax number of the person to whom addenda should be sent.

IMMIGRATION REFORM AND CONTOL ACT OF 1986: The Contractor certifies that it does not and will not during the performance of the Contract employ illegal alien workers or otherwise violate the provisions of the Federal Immigration Reform and Control Act of 1986.

Culpeper County Courthouse Exterior Door Replacement Page - 1

Bid Form - BG-25-0301

CULPEPER COUNTY Courthouse Exterior Door Replacement

Name of Bidder: ________________________________ Date: ________________________________ (Bidder, fill-in date)

Submit Bids To: Mr. Alan Culpeper County of Culpeper Office of the Purchasing Agent

302 North Main Street

Re: Culpeper County Courthouse Exterior Door Replacement

135 West Cameron Street, Culpeper, Virginia 22701

In compliance with the Invitation to Bid, and having carefully examined the General Conditions of the Contract as amended, the Specifications and the Drawings, dated August 13, 2024, and Addenda Number (s) _____________________________________________________________, and (Bidders shall insert Addenda Number (s); if none, so state) after carefully examining the site and all conditions affecting the work, the undersigned hereby proposes to furnish all bonds, fees, labor, materials, equipment, tools and supervision required to complete all work required by and in accordance with the above named documents for the following prices:

BASE BID:

______________________________________________ Dollars ( $______________________)

Add Alternate No. 1:

__TBD____________________________________________ Dollars ( $______________________)

Time:

Bidder agrees to commence work within (10) days of the date specified in the Notice to Proceed and to substantially complete the work within ________ days of the Notice to Proceed. Final completion within ________ days of the Notice to Proceed.

Unit Costs: (Not Used)

Culpeper County Courthouse Exterior Door Replacement Page - 2

Contingency (Not Used)

Confirmation of Site Conditions:

The project was visited on the following date and time. I have reviewed project specifications and understand all bid requirements.

Project Site: ______________________, Time __________________ Person who visited the site: ______________________________________________ Job Title: ______________________________________________

Confirmation of Bidder’s Requirements

Bidder confirms that the contract will require some work to be performed outside of normal court business hours.

Bidder confirms that work will be performed on and around an occupied facility and that dust, odor, noise, facility operation, site management, public safety & traffic control are an integral part of the work.

Bidder confirms that the Bidder has a published company Health & Safety plan that must be submitted and reviewed by the Owner prior to bid award.

Qualifications:

1- Bids shall be accompanied by a properly executed AIA Document A305, Contractor's Qualification Statement.

2- Bidders shall have a minimum of (5) years demonstrated experience constructing projects of similar scope, cost and scale in occupied spaces. Please provide at least two references for equivalent projects (Project and Contact) in occupied buildings:

a. ___________________________________________________________________

b. _________________________________________________________________________________

Bid Submittals:

Bid Security: A Bid Bond in the amount of five percent (5%) of the base bid amount is attached.

Bids shall be valid for 60 calendar days.

Culpeper County Courthouse Exterior Door Replacement Page - 3

Identification of Key Subcontractors: Electrical_________________________________

By submitting this proposal the undersigned Bidder certifies that he/she is a Class “A” Contractor, holding license number _____________ issued by the Commonwealth of Virginia Department of Commerce pursuant to Chapter 11 of Title 54.1, Code of Virginia 1950 (as amended), and that the referenced license is valid and has not been suspended or revoked.

Respectfully submitted by:

Company

By

Business Address

City, State and Zip Code

If a Corporation:

President

Treasurer

Corporation in the State of ______________________ ( Seal )

PROOF OF AUTHORITY TO TRANSACT BUSINESS IN VIRGINIA

THIS FORM MUST BE SUBMITTED WITH BID/PROPOSAL. FAILURE TO INCLUDE THIS

FORM SHALL RESULT IN REJECTION OF BID/PROPOSAL

Pursuant to Virginia Code § 2.2-4311.2, a bidder/offeror organized or authorized to transact business in the Commonwealth pursuant to Title 13.1 or Title 50 of the Code of Virginia shall include in its bid/proposal the identification number issued to it by the State Corporation Commission (SCC). Any bidder/offeror that is not required to be authorized to transact business in the Commonwealth as a foreign business entity under Title 13.1 or Title 50 of the Code of Virginia or as otherwise required by law shall include in its bid or proposal a statement describing why the offeror is not required to be so authorized. Any bidder/offeror described herein that fails to provide the required information shall not receive an award unless a waiver of this requirement and the administrative policies and procedures established to implement this section is granted by County Administrator.

If this bid/proposal for goods or services is accepted by the County of Culpeper, Virginia, the undersigned agrees that the requirement of the Code of Virginia § 2.2-4311.2 have been met.

Complete the following by checking the appropriate line that applies and providing the requested information.

A.____ Bidder/offeror is a Virginia business entity organized and authorized to transact business in Virginia by the SCC and such bidder’s/offeror’s Identification Number issued to it by the SCC is

B.____ Bidder/offeror is an out-of-state (foreign) business entity that is authorized to transact business in Virginia by the SCC and such bidder’s/offeror’s Identification Number issued to it by the SCC is

C.____ bidder/offeror does not have an Identification Number issued to it by the SCC and such bidder/offeror is not required to be authorized to transact business in Virginia by the SCC for the following reason(s):

Please attach additional sheets of pager if you need to explain why such bidder/offeror is not required to be authorized to transact business in Virginia.

Legal Name of Bidder/Offeror Legal Name of Company

Authorized Signature

_______________________________________ Date:________________________________ Print or Type Name and Title

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Culpeper County Contract Agreement for Construction Services Contract Number #

CONTRACT COVER SHEET

SUBJECT: Culpeper County Courthouse Exterior Door Replacement

Bid/Proposal Request Number: BG 25-0301

BY AND BETWEEN:

Owner/County:

Culpeper County Attn: Paul Howard, Director of Environmental Services 302 N. Main Street Culpeper, Virginia 22701 Tele: 540-727-3409 Fax: 540-727-3436 Email: phoward@culpepercounty.gov

AND

Contractor:

Name: _____________________________ Attn: _______________________________ Address: ____________________________ Address: ____________________________ City, St, Zip: _________________________ Email: ______________________________

This Agreement is dated the ____ day of _______________, 20___ ; is entered into the date the last signatory signs below; and, is by and between the Board of Supervisors of Culpeper County, a political subdivision of the Commonwealth of Virginia (hereinafter referred to as the “County”) and ________________________ , a ___________________________ (hereinafter referred to as the “Contractor”), in good standing and duly licensed to do business in the Commonwealth of Virginia. The Project is: Culpeper County Courthouse Exterior Door Replacement

On behalf of the Owner, the Contract is administered by the Director of Environmental Services.

Except as provided herein, this Agreement is prepared in accordance with the Culpeper County Purchasing Resolution and the Virginia Public Procurement Act, which are incorporated into this Agreement by reference and made a part hereto.

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WITNESS:

WHEREAS, the County desires to obtain construction services for: ________________________ Culpeper County Courthouse Exterior Door Replacement

WHEREAS, the Contractor desires to provide construction services for: _____________________ Culpeper County Courthouse Exterior Door Replacement

NOW, THEREFORE, IN CONSIDERATION of the mutual promises stated in this Agreement, the County and Contractor agree as follows:

DEFINITIONS

As used in this Agreement, the terms are defined as follows:

1. “Owner” shall mean the County of Culpeper which adopts for the purposes of this Agreement and the Contract Documents the Culpeper County Purchasing Resolution and all other applicable laws, regulations or ordinances authorizing contract formation.

2. “Owner’s Contract Administrator” is the department assigned to administer this Contract on behalf of the Owner. The Owner’s Contract Administrator is the Culpeper County Department of Environmental Services. The Contract Administrator may on behalf of the Owner, designate a Project Manager and Construction Manager, who shall have such authority to act on behalf of the Owner as may be established.

3. “Contractor” shall mean ____________________________, who is responsible for the performance obligation of the Contractor under this Agreement and the Contract Documents.

4. “Contractor Representative.” The Contractor shall designate an authorized representative who shall administer this Agreement and the Contract Documents on behalf of Contractors and be authorized to accept all notices, order, change orders, and act on behalf of the Contractor under the Contract Documents.

5. “Architect” shall mean Sanders Architects, PC, who is the authorized Architect assigned by the Owner under the terms of the Agreement and the Contract Documents.

The Architect shall have no authority to bind the Owner to additional time or funds, unless such authority has been previously agreed to in writing by the Owner.

ARTICLE 1

CONTRACT DOCUMENTS:

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1.1 The documents listed in Section 1.2 of this Article shall constitute the Contract Documents.

The aforementioned Contract Documents shall represent the entire agreement and understanding between the parties. Any oral or written understanding not incorporated in the Contract Documents is not binding on either party. The Contract Documents shall be amended only by written instrument agreed upon and fully signed by both parties. The Contract Documents are presented and state below in descending order of priority with the first document listed being of the highest priority and governing over subsequently listed documents in case of ambiguity or perceived conflict. In the event of a perceived conflict, in good faith the most exacting performance standard should be undertaken.

1.2 The Contract Documents consist of:

A. This Culpeper County Contract Agreement for Construction Services, Contract # _________, as executed by and between the County and Contractor (also referred to as “Agreement” as indicated on page one (1) of this document).

B. Project Manual C. Plans/Drawings

D. Contractor’s Response to the Invitation for Bid, including the Bid Pricing Proposal Form, as completed and submitted by the Contractor on E. County’s Invitation for Bid Request Number: ______________, issued on ________ along with all Addenda issued by the County F. The County’s General Conditions for Purchase Agreements

Where the terms and provisions of this Agreement vary from the terms and provisions of the other Contract Documents, the terms and provisions of this Agreement shall prevail over the other Contract Documents. In like manner, Exhibit A shall prevail over Exhibit B.

These Contract Documents form the contract and agreement by and between the parties and are as fully a part of the Agreement as if attached to this Agreement or repeated herein. Such documents are incorporated herein by reference as fully a part of the Agreement as if attached to this Agreement or repeated herein.

ARTICLE 2

THE STATEMENT OF WORK:

2.1 The Contractor shall fully execute the Work, as described in the Contract Documents and as is reasonably inferable therefrom as being required, to produce the indicated results from, and as contracted for under, the Contract Documents. The Contractor shall be responsible for, provide, and pay for all materials, tools, equipment, labor, personnel, supervision, fuel, insurance, and professional and non-professional services to provide construction services for the work of this Contract. The Contractor shall perform all other work and supply all other things necessary, to fully and properly perform in a workmanlike manner and complete the Work, as required for the Project. The Contractor shall fully execute the Work described in the Contract Documents and reasonably inferable from the Contract Documents as being necessary to produce the indicated results, except to the extent specifically indicated in the Contract Documents to be the responsibility of others. To the extent the Contractor is performing preconstruction services

4 | P a g e pursuant to the Contract Documents, such preconstruction services shall not be considered professional design services, and the Architect shall retain sole responsibility and liability for the design of the Project.

2.2 Generally, a summary of the Work includes construction services and materials for the construction of: replacement of existing exterior doors for repairs and security enhancement, renovation of stairway finishes, installation of additional light fixtures and exit signage, installation of alarm and control security features and installation of ballistic panel infill or security film to select windows as identified in the Construction Documents.

The WORK is more fully described in the Project Manual, Plans, and Drawings.

2.3 The Owner and Contractor agree that the Owner has selected the Contractor for this Project because of the Contractor’s special expertise in constructing similar projects. The Contractor warrants (a) that before executing this Agreement and before commencing construction for any phase of Work, the Contractor has carefully reviewed and shall carefully review the Project site, all Contract Documents, and (b) that all Work described in the Contract Documents and reasonably inferable from them as being necessary to produce the indicated results has been included in the Contract Sum.

2.4 During the contract construction period, the successful Contractor shall have limited use of the site. Other portions of the site & structure may be occupied

ARTICLE 3

COMMENCEMENT, SUBSTANTIAL COMPLETION, AND FINAL COMPLETION:

3.1 The date of commencement shall be fixed in the Notice to Proceed issued by the County.

3.2 Time is of the essence.

3.3 CONTRACTOR shall commence work within ten (10) days of the “Notice of Proceed”, unless otherwise promptly notified by the County in writing, and shall continue without interruption until “Substantial Completion” occurs within ______________ (____) consecutive calendar days from the date of the “Notice to Proceed”.

3.4 “Substantial Completion” has been achieved or occurs when the County agrees that the work is sufficiently complete, in accordance with the Contract Documents, so that it can be utilized by the County for the purposes for which it was intended. Contractor shall achieve “Final Completion” no later than ______________ (____) consecutive calendar days from the date of the “Notice to Proceed”. “Final Completion” has been achieved or occurs when the County is satisfied, based upon observation of the work during construction and in addition to a final inspection that the work has been completed and is deemed acceptable subject to applicable provisions set forth in the Contract Documents.

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3.5 Should the Contractor fail to complete the work and/or installation, or any part thereof, in the time specified in the Contract Documents, the Contractor shall reimburse the County for the additional expense and damage for each calendar day that “Substantial Completion” or “Final Completion” has not been achieved. The amount of such additional expense and damage incurred by reason of failure to achieve “Substantial Completion” is the per diem rate of one hundred dollars ($100.00) as liquidated damages. The amount of such additional expense and damage incurred by reason of failure to achieve “Final Completion” is the per diem rate of one hundred dollars ($100.00) as liquidated damages. It is understood and agreed by the Contractor that any liquidated damages payable in accordance with this Agreement are not a penalty and that such sums are reasonable under the circumstances existing as of the date of execution of this Agreement.

The Contractor further acknowledges and agrees that liquidated damages may be owing even though no default has occurred or been declared.

3.6 Force Majeure: Neither the Contractor nor the County will be held responsible for failure to perform the duties and responsibilities imposed by the Contract Documents if such failure is directly attributable and due to fire, flood, earthquake, or other catastrophic acts of God.

ARTICLE 4

CONTRACT PRICE AND TERMS OF PAYMENT:

4.1 The County shall pay for the construction services out of appropriated funds and the County’s performance under this Agreement and the Contract Documents is expressly subject to appropriation by the Board of Supervisors.

4.2 In return for the construction services identified in this Agreement and the Contract Documents, the County agrees to compensate the Contractor the total contract sum amount for all work and services required by this Agreement and the Contract Documents, which amount is _____________________________________________($_____________), hereinafter referred to as “Contract Sum” or “Lump Sum”.

4.3 The Contract Sum is a single amount which covers all costs of the Work (without providing a cost breakdown or unit price items), such as for building, site work, equipment, labor, material, overheads, miscellaneous costs and services. It also includes the Contractor’s Fee (profit) for completing the items of work comprising the Project, including but not limited to all site work and site conditions, materials, equipment and systems required by the Plans and Specifications without exception.

4.4 No costs of the Work shall be reimbursed to Contractor other than as provided for in the agreed Contract Sum which may only be modified as provided for herein.

4.5 Change Orders: The Contract Sum may be increased or decreased by additions to and/or reductions in the work only as affected by prior written change orders or contract amendment signed by both parties in advance unless otherwise directed by the County. Contractor agrees not to initiate any additional work not called for in the Contract Documents for which the Contractor

6 | P a g e intends to see or receive additional compensation without first notifying the County in writing and obtaining the County’s prior approval by a properly executed change order or contract amendment.

4.6 Retainage will be held in the amount of five percent (5%) of the Contract Sum until “Final Completion” of the project and until the Project is accepted by the County. Any payment made by the County to the Contractor shall be less a five percent (5%) retainage to assure faithful performance of the work required under the Contract Documents. All amounts retained under this provision shall be included in the final payment upon “Final Completion”.

4.7 Payments shall occur as follows:

A. No deposit nor advance sums shall be paid;

B. Payments are due net thirty (30) days after receipt by County of an accurate and properly submitted payment application invoice to the County for materials and construction services as contemplated in Article 2. If a corrected invoice is promptly requested, then the number of days for payment to be made is tolled upon receipt of a corrected invoice; and, C. All payments will be delivered as follows: ___________________________________.

4.8 Requirements of the Code of Virginia (1950), as amended, Sections 2.2-4352 and 2.2-4354

A. Contractor is obligated to be liable for the entire amount owed to any subcontractor with which it contracts. Such contractor shall not be liable for amounts otherwise reducible due to the subcontractor's noncompliance with the terms of the Contract Documents. However, in the event that the Contractor withholds all or a part of the amount promised to the subcontractor under the Contract Documents, the Contractor shall notify the subcontractor, in writing, of his intention to withhold all or a part of the subcontractor's payment with the reason for nonpayment. Payment by the County to the Contractor shall not be a condition precedent to payment to any lower-tier subcontractor, regardless of the Contractor receiving payment for amounts owed to the Contractor by the County. Any provision in a contract contrary to Sec. 2.2-4352 of the Code of Virginia (1950), as amended, shall be unenforceable.

B. Pursuant to Va. Code Ann., Sec. 2.2-4354, the Contractor covenants and agrees that within seven (7) days after receipt of any amounts paid to the Contractor by the County for work that was performed by a subcontractor under the contract, the Contractor shall:

1. Pay any and all subcontractors for the proportionate share of the total payment received from the County attributable to the work performed by the subcontractors under that contract; or

2. Notify the County and subcontractors, in writing, of its intention to withhold all or a part of the subcontractors’ payments with the reason for nonpayment;

C. The Contractor shall provide to the County its federal employer identification number or social security number, as applicable, before any payment is made to the Contractor under the Contract Documents;

D. The Contractor shall pay interest, which shall accrue at the rate of one percent ( 1%) per month unless otherwise provided under the terms of this Contract Documents, on all amounts owed by the Contractor to any subcontractors that remain unpaid after fifteen

(15) days following receipt by the Contractor of payment from the County for work performed by the subcontractors under the contract, except for amounts withheld as allowed in Section 4.8(B) above; and

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E. The Contractor shall include include in its contracts with any and all subcontractors, the requirements of Section 4.8(A), (B), (C) and (D) above.

4.9 The parties hereby agree that any finance charge lawfully assessable against the COUNTY for failure to pay any payment(s) pursuant to the terms of the Agreement and the Contract Documents shall not exceed one percent (1%) per annum, and shall only accrue from the latest date such payment was due under the applicable provisions of the Contract Documents.

4.10 With regard to Performance Bonds, as may be required, please refer to the Invitation for Bid (IFB) or Request for Proposal (RFP), as is appropriate, and the Culpeper County Purchasing Resolution.

ARTICLE 5

RIGHTS AND RESPONSIBILITIES OF CONTRACTOR:

5.1 The Contractor shall indemnify, defend and hold harmless the County and its public officials, employees, agents, and/or representatives from any and all claims, suits and actions for injury or damage sustained by any person or property from any act or omission by the Contractor and/or its subcontractors or employees, or anyone else for whom the Contractor is or may be responsible.

This Article and Section 5.1 shall survive the termination of this Agreement and the Contract Documents.

5.2 Any damage to existing utilities, equipment or finished surfaces resulting from the performance of this contract shall be repaired to the County’s satisfaction at the Contractor’s expense.

5.3. The Contractor agrees to maintain as current all legally required business licenses, permits, and/or other certificates, as may be required by federal, state, and local law and to present a copy of such, as may be required by the County, upon reasonable notice.

5.4 The Contractor shall maintain the following minimum insurance coverage, naming the County as additional insured, during the course of this Agreement and the Contract Documents, and provide the County with certificates of insurance for said coverage upon execution of this Agreement:

Coverage Required Limits (figures denotes minimum) X 1. Worker’s Compensation 1. Statutory Limits of the and Employers’ Liability; Commonwealth of VA Admitted in Virginia Yes

Employers’ Liability $100,000/$500,000/$100,000

All States Endorsement Statutory USL & H Endorsement Statutory Voluntary Compensation Endorsement Best’s Guide Ration-A-VIII or better, or its equivalent X 2. Commercial General Liability 2. $1,000,000 CSL Each

Occurrence General Aggregate $2,000,000

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Products/Completed Operations $2,000,000 Personal and Advertising Injury $1,000,000 Fire Legal Liability $50,000 Per Occurrence Best’s Guide Rating-A-VIII or better, or its equivalent X 3. Automobile Liability 3. $1,000,000 Combined Owned, Hired, Borrowed & Non-owned Single Limit Bodily Motor Carrier Act End. Injury and Property Best’s Guide Rating-A-VIII or Damage Each Occurrence Better, or its equivalent

X 4. The County shall be named as additional insured on the above referenced policies, including but not limited to the General and Automobile Liability policies. (This coverage is primary to all other coverage the County may possess and must be shown on the certificate.)

X 5. 45-day written cancellation notice required, 30-day cancellation notice directly to Culpeper County is required for any non-payment of insurance premiums – Ref.

Va. Code Ann., Sec. 38.2-231. Also, the words “endeavor to” and “failure to mail such notice” clause shall be removed from the cancellation notice.

X 6. The Certificate must state the contract number and title assigned by the County:

County Contract Number: ____ No. _________________.

Title: _________________________________________.

X 7. Contractor shall submit Certificate of Insurance within five (5) business days from notification of award.

X 8. The Certificate Holder an Additional Insured should be listed as: Culpeper County, Virginia, and its Board of Supervisors, 302 N. Main Street, Culpeper, Virginia

22701 -- c/o Purchasing Department, 155 W. Davis Street, Suite 100, Culpeper, Virginia 22701.

5.4 Equal Opportunity Employment – During the performance of this Agreement, 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 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. If the Contractor employs more than five (5) employees, the Contractor shall:

(i) provide annual training on the Contractor's sexual harassment policy to all supervisors and employees providing services in the Commonwealth of Virginia, except such supervisors or employees that are required to complete sexual harassment training provided by the Department of Human Resource Management, and

(ii) post the Contractor's sexual harassment policy in:

(a) a conspicuous public place in each building located in the Commonwealth of Virginia that the Contractor owns or leases for business purposes, and

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(b) the Contractor's employee handbook.

D. Notices, advertisements and solicitations placed in accordance with federal law, rules, or regulations shall be deemed sufficient for the purpose of meeting the requirements of this Section 5.4.

E. The Contractor will include the provisions of the foregoing paragraphs at Section 5.4(A), (B),(C), and (D) in every subcontract or purchase order of over $10,000, so that the provisions will be binding upon each subcontractor or vendor.

5.5 During the performance of this Agreement, 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 contractor in accordance with Chapter 43 (Virginia Public Procurement Act) under and within the Code of Virginia (1950), as amended, Title 2.2. (Administration of Government), Subtitle II.

(Administration of State Government), Part B. (Transaction of Public Business), 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.

5.6 The Contractor acknowledges that the Culpeper County Purchasing Resolution is applicable to this Agreement and the Contract Documents.

5.7 Except as noted in the Contract Documents, neither this Agreement, nor any part hereof, may be assigned or subcontracted by the Contractor to any other party without the express written permission of the County.

5.8 The Contractor providing goods or services to the County under this Agreement and the Contract Documents represents and warrants to the County that it is:

A. Conforming to the provisions of the Civil Rights Act of 1964, as amended, the Virginia Fair Employment Contracting Act of 1975, as amended, and the Virginia Human Rights Act, as amended, where applicable;

B. Not employing unauthorized alien workers or otherwise violating the provisions of the Immigration Reform and Control Act of 1986, as amended, and Va. Code Ann., Sec.

2.2-4311.1;

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C. Complying with federal, state, and local laws and regulations applicable to the performance of the services procured;

D. In full compliance with the Virginia Conflict of Interests Act at Secs. 2.2-3100 et seq.;

and E. Authorized to transact business in the Commonwealth of Virginia, pursuant to Va.

Code Ann., Sec. 2.2-4311.2.

1. The Contractor, if organized as a stock or nonstock corporation, limited liability company, business trust, or limited partnership or registered as a registered limited liability partnership shall be authorized to transact business in the Commonwealth of Virginia as a domestic or foreign business entity if so required by Title 13.1 or Title 50, of the Code of Virginia (1950), as amended, or as otherwise may be required by law.

2. The Contractor, if subject to Section 5.8(E)(1), shall not allow its existence to lapse or its certificate of authority or registration to transact business in the Commonwealth of Virginia to be revoked or cancelled at any time during the term or renewal term(s) of the contract.

3. The County may void any contract with a business entity, including the Contractor, if the business entity fails to remain in compliance with the provisions of Va. Code Ann., Sec. 2.2-4311.2 and/or this Section 5.8(E).

5.9 In the event of a termination under Section 6.1 of this contract, including this Agreement and the Contract Documents, the Contractor acknowledges and agrees that it shall not be entitled to any compensation in excess of the value of the work performed. Under no circumstances shall the Contractor, or any subcontractor, be entitled to anticipatory or unearned profits, unabsorbed overhead, opportunity costs, or consequential, or other damages as a result of termination under this Section or Section 6.1. Payment to the Contractor of any and all sums already earned by the Contractor under the terms of Article 4 constitutes Contractor’s exclusive remedy for a termination hereunder.

5.10 Records Retention, Confidentiality, and Production

A. Contractor agrees that it shall keep in its possession, electronically or hardcopy, all photographs, digital imagery, reports, information, or data given to the Contractor by the County as well any photographs, digital imagery, reports, studies, analysis, data tables, or calculations prepared by the Contractor under this Agreement and the Contract Documents for a period of at least six (6) years following the completion, termination, or cancellation, whichever is/occurs latest, of this contract.

B. Contractor agrees that it shall keep confidential all photographs, digital imagery, reports, information, or data given to the Contractor by the County as well any photographs, digital imagery, reports, studies, analysis, data tables, or calculations prepared by the Contractor under this Agreement and the Contract Documents. No release of any such data by the Contractor shall be made to any individual or organization without the prior written approval of the County, which approval the County shall be under no obligation to grant.

C. Any reports, studies, photographs, negatives, drawings, or other documents prepared by Contractor in the performance of its obligations under this Agreement and/or the Contract Documents shall be remitted to the County by the Contractor upon completion, termination, or cancellation of the contract. Contractor shall not use, willingly allow or

11 | P a g e cause to have such materials used for any purpose other than performance of Contractor’s obligations under this Agreement and the contract Documents without the prior written consent of the County. The County shall own the intellectual property rights to all materials produced under this Agreement and the Contract Documents.

5.11 This contract is for construction services to be performed at certain County-owned property and sites. The Contractor shall not employ any employee who is a registered sex-offender who is to be present at or perform any work and/or any construction services at any of the County-owned property and sites contemplated under this contract. The Contractor shall enforce the same restriction upon all subcontractors and their employees, and agents of Contractor. Prior to starting work and quarterly during performance of the work, the Contractor shall check the Virginia State Police Sex Offender Registry to verify sex-offender status of all employees and agents of the Contractor and sub-contractors who are employed by the Contractor or subcontractor, who are to be present at or perform any work and/or any construction services at any of the County-owned property and sites contemplated under this contract. The Contractor shall furnish the County with evidence verifying compliance with the services. Notwithstanding any other provision of this Agreement and the Contract Documents, materially false statements by the Contractor about the sex-offender status of its employees or agents shall be grounds for immediate termination of this Agreement and the Contract Documents.

5.12 Permits. The Contractor shall be responsible for obtaining all permits as indicated in the Specifications detailed in the IFB or RFP, as is appropriate, and Construction Plans and Drawings for this IFB or RFP, as is appropriate.

5.13 Inspections. All material and workmanship shall be subject to inspection, examination, and test by the County and its Project inspector at any and all times during construction. The Project inspector shall have authority to reject defective material and workmanship and require its correction. Rejected workmanship shall be satisfactorily corrected and rejected material shall be satisfactorily replaced with proper material without charge therefore, and the Contractor shall promptly segregate and remove the rejected material from the premises.