Connelly_Haynes_Road_Improvements_(Addendum_#1_Revision).pdf

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INVITATION FOR BID

No. 2026-48

Connelly Haynes Road Improvements

Publish Date February 3, 2026

Last Day for Questions February 26, 2026, 8:00am

Bid Opening March 10, 2026, 2:00pm

Table Of Contents

1. SECTION ONE: SPECIFICATIONS

1.1. General Description

1.2. Time for Completion

1.3. Examination of Conditions Affecting Work

2. SECTION TWO: SPECIAL INSTRUCTIONS AND SOLICITATION-SPECIFIC TERMS

2.1. Written Questions Deadline

2.2. Bid Submittal Deadline

2.3. Term of Agreement

2.4. Payment to Contractor

2.5. Shipping

2.6. Permits and Licenses

2.7. Security Required

2.8. Bid Holding Time

2.9. Additional Information

3. SECTION THREE: TERMS AND CONDITIONS

3.1. Preparation, Submission and Withdrawal of Bids

3.2. Non-Collusion Oath

3.3. Bidder Representations

3.4. Award of Contract

3.5. Notice of Award of Contract

3.6. Contract Document

3.7. Inspections and Testing

3.8. Modification

3.9. Notice to Proceed

3.10. Bidder's Qualifications

3.11. Subcontractors

3.12. Indemnification

3.13. Termination

3.14. State and Local Taxes

3.15. Drug-Free Workplace Act

3.16. Insurance Requirements

3.17. Utilization by Other Public Agencies Clause

3.18. All County Departments Eligible to Purchase

3.19. Confidential Information

3.20. Intellectual Property

4. SECTION FOUR: SAMPLE CONTRACT

4.1. Sample Contract

5. SECTION FIVE: ATTACHMENTS, REQUIRED FORMS AND INFORMATION

5.1. Bid Form

5.2. Vendor Questionnaire

5.3. Attachments and Exhibits

Attachments:

A - ATTACHMENT A_Specifications_20260128 Connelly Haynes Road

B - ATTACHMENT B_Final Plans_Connelly Haynes Road_9-23-25 -signed

C - ATTACHMENT C_DHEC Approval Letter Improvements for Connelly Haynes Road

D - ATTACHMENT D_SCDOT Permit -252725

1. SECTION ONE: SPECIFICATIONS

1.1. General Description

The Contractor shall furnish all labor, tools, materials, equipment, and supervision necessary to complete the Work found in Attachment A (Specifications_20260128 Connelly Haynes Road) and Attachment B

(Final Plans_Connelly Haynes Road_9-23-25-signed) and as according to the terms and conditions found in the entire solicitation document.

Work to be performed under this Contract includes, but is not limited to, the grading and paving of Connelly

Haynes Road, with major work items comprised of clearing and grubbing of the project area; grading, drainage installation, and paving; pavement marking, signing, and traffic control; and all other Work required in accordance with the Contract Documents.

The project is to be constructed under the South Carolina Department of Transportation’s Specifications for Highway Construction Edition of 2007, the South Carolina Department of Transportation (SCDOT)

Supplemental Specifications, SCDOT Supplemental Technical Specifications, and the following Special

Provisions.

1.2. Time for Completion

Substantial Completion of this Project shall be achieved within One Hundred and Fifty (150) Calendar

Days from the date of issuance of the Notice to Proceed. Final Completion should be achieved within thirty (30) Calendar Days after the Substantial Completion date.

1.3. Examination of Conditions Affecting Work

Contractor shall examine and thoroughly familiarize himself with all existing conditions including all applicable laws, ordinances, rules, and regulations that will affect his work, prior to submitting a bid. It is the responsibility of the contractor to ascertain by any reasonable means all conditions that will in any manner affect his work. Contractor shall contact the Purchasing Services Manager for any additional information that he deems necessary for him to be fully informed as to exactly what is to be expected, prior to submitting a bid. This, however, shall not relieve the Contractor of the necessity for fully informing himself as to existing physical conditions.

2. SECTION TWO: SPECIAL INSTRUCTIONS AND SOLICITATION-SPECIFIC

TERMS

2.1. Written Questions Deadline

The last day and time for submittal of written questions shall be no later than Thursday, February 26, 2026 at 8:00 am.

2.2. Bid Submittal Deadline

Bids will be received until Tuesday, March 10, 2026 at 2:00 pm, after which time they will be publicly read. Late bids will not be accepted. Bidders are invited to attend the opening of this bid at the time stated above. Virtual attendance is also available using the instructions below.

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2.3. Term of Agreement

Substantial completion must be achieved within one hundred and fifty (150) calendar days from Notice to

Proceed. Final completion must be achieved within thirty (30) calendar days thereafter.

2.4. Payment to Contractor

Payment shall be due within thirty (30) days of approved invoices.

2.5. Shipping

Shipping terms shall be F.O.B. Destination.

2.6. Permits and Licenses

The successful Bidder shall, without additional expense to the County, be responsible for obtaining and maintaining all necessary licenses and permits required by the State of South Carolina, a municipality or the County or any other authority having jurisdiction.

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2.7. Security Required

2.7.1. Bid Security

Any bid over $25,000 must be accompanied by a bid bond acceptable to the County. Bid bonds must be issued by a corporate surety registered and authorized to do business in the State of South Carolina. Bid bonds shall be payable to the County, shall be for at least five (5%) percent of the total amount of the bid, and shall serve as a guarantee deposit that the bid will be carried out to the complete satisfaction of the

County. In lieu of a bond, Bidder may submit a certified check or cashier’s check in aforesaid amount payable in U.S. funds.

2.7.2. Forfeiture of Bid Security

Nonperformance by the successful Bidder, or its failure to execute the Contract and meet performance and payment bond requirements and insurance requirements within Five (5) Business Days after issuance of Notice of Award, shall result in its bid security being forfeited as liquidated damages, and the Notice of

Award and Contract will be rescinded and awarded to another Bidder. Withdrawal of a bid after the opening date and time but prior to final award after the opening date, may also result in forfeiture of bid security.

2.7.3. Return of Bid Security

Bid security will be returned to all bidders after the successful Bidder has executed the Contract and delivered all required bonds and insurance certificates and endorsements. Bidders will not be entitled to any interest earnings on returned funds, and in the case of bid security by check, such will be returned to bidder.

2.7.4. Payment and Performance Security

The successful Bidder shall provide performance and payment bonds, in a form satisfactory to the County, in the following amounts:

Payment Bond: 100% of the total amount of the Contract.

Performance Bond: 100% of the total amount of the Contract.

The aforesaid payment and performance bonds must be issued by a corporate surety, registered and authorized to do business in South Carolina, and must be counter-signed by a licensed, authorized South

Carolina agent.

Attorneys-in-fact who sign bid bonds or performance bonds must file with each bond a certified and effective, dated copy of their power of attorney.

2.8. Bid Holding Time

Bids must remain valid for at least sixty (60) days from opening.

2.9. Additional Information

Questions or clarifications concerning this invitation should be posted to the solicitation on the OpenGov

Procurement portal at the link provided above, or directed by email to only Rebecca Dantzler at

RDantzler@DorchesterCountySC.gov. Contact with other County personnel during the bid process may result in a determination of non-responsiveness for any bid submitted by your firm.

mailto:RDantzler@DorchesterCountySC.gov

3. SECTION THREE: TERMS AND CONDITIONS

3.1. Preparation, Submission and Withdrawal of Bids

A. Bids for this solicitation must be submitted electronically through the County’s OpenGov Procurement

Portal. No other method of submission is authorized.

B. Bids shall not be submitted by email, fax, hand delivery, mail, courier, or any other means. Any bid or pricing information received outside of OpenGov — including bids emailed to County staff — will be considered an unauthorized and non-responsive submission and will not be opened, accepted, or considered.

C. If bid security is required, it may be uploaded electronically through OpenGov. If a bid bond is uploaded electronically, the Purchasing Services Manager may, at their discretion, require the apparent low bidder to provide the original physical bond after bid opening. If a certified check is submitted in lieu of a bid bond, it must be mailed or hand-delivered in a sealed envelope clearly marked “Bid Bond,” along with the Solicitation Number and Title. Bid security must be received by the Purchasing Division no later than the bid opening date and time.

D. Dorchester County is not responsible for bids not received due to technical issues, user error, connectivity problems, or failure to complete the submission process in OpenGov prior to the deadline.

E. Bids may be withdrawn by the Bidder prior to the time set for opening of bid, but not thereafter.

F. Bidders shall promptly notify the Dorchester County Purchasing Office, in writing, and no later than the last date and time for the submittal of written questions, of any ambiguity, inconsistency or error which they may discover upon examination of the IFB documents or the project premises and local conditions.

G. Bidders requiring clarification or interpretation of the IFB documents shall make a written request which must be received at the Dorchester County Purchasing Office no later than the last date and time for submittal of written questions.

H. Any interpretation, correction or change of the IFB documents will be made by addendum. It is your responsibility to monitor the Purchasing Services website by selecting Procurement Portal at www.dorchestercountysc.gov/purchasing for any additional information, revisions, or addenda that may be posted.

I. No substitutions will be considered after the Contract award except by amendment or change order.

J. Failure to submit a bid on the form requested or inclusion of any alternates, unit prices, conditions, limitations or provisions not called for, will render the bid irregular; and shall be considered sufficient cause for rejection of a bid. Failure to complete entries in all blanks on the Bid Form shall be considered cause for rejection of a bid.

3.2. Non-Collusion Oath

http://www.dorchestercountysc.gov/purchasing

A. Every bid must be accompanied by a notarized affidavit of non-collusion, executed by the Bidder or in the case of a corporation, by a duly authorized representative of said corporation. The Non-Collusion Oath is provided herein.

3.3. Bidder Representations

A. Each Bidder by submitting a bid represents that:

1. The Bidder has read and understands this IFB (including all specifications and attachments) and that their bid is made in accordance therewith.

2. The Bidder has reviewed the IFB, has become familiar with the local conditions under which the Work is to be performed, and has correlated personal observations with the requirements of the proposed

Contract Documents.

3. The bid is based on the terms, materials, systems and equipment required by this IFB, without exception.

4. The Bidder is qualified to provide the services and equipment required under this IFB and, if awarded the Contract, will do so in a professional, timely manner using Bidder's best skill and attention.

3.4. Award of Contract

A. Award of Contract will be made to the lowest responsive and responsible bidder(s) whose bid, conforming to the IFB, is most advantageous to the County, price and other factors considered. The County reserves the right to make multiple awards based on the capacity of each Bidder, beginning with the Lowest

Responsible Bidder.

B. The County reserves the right to 1) reject any or all bids and any part of a bid; 2) waive informalities, technical defects, and minor irregularities in bids received; and 3) award the bid(s) received on the basis of individual items or groups of items or the entire list of items.

C. The County shall be the sole judge of the suitability of the items or services to be provided pursuant to this IFB.

D. The County reserves the right to request the contractor/vendor’s latest financial statements and other such additional information as may be reasonably necessary to determine whether the contractor/vendor should be awarded the contract.

E. For debriefings, protests and appeals after the award of a contract, contractors are advised to consult the

Procurement Policy Manual located on the Dorchester County website at:

www.dorchestercountysc.gov/purchasing.

3.5. Notice of Award of Contract

A. The successful Bidder will be notified of acceptance of bid by a written Notice of Award of contract. The successful Bidder shall not undertake any work, and the County will not be responsible for payment for any work whatsoever undertaken by successful Bidder prior to execution of the contract by both parties.

http://www.dorchestercountysc.gov/purchasing

B. The successful Bidder shall be required to submit acceptable Insurance Certificate(s) and Endorsement(s) within Five (5) Business Days after the issuance of the Notice of Award.

3.6. Contract Document

A. The successful Bidder shall be required to execute a formal contract within Ten (10) business days after issuance of a Letter of Intent to Award.

B. Said Contract shall be virtually identical in substance and form to the Sample Contract contained herein.

The only anticipated changes will be to include additional exhibits, to fill in the blanks to identify the successful Bidder, and terms relating to compensation, or to revise the contract to accommodate corrections, changes in the scope of work, or changes pursuant to addenda issued prior to the bid opening.

C. Because the signed contract will be substantively and substantially derived from the Sample Contract, Bidder is urged to seek independent legal counsel as to any questions about the terms, conditions or provisions contained in the Sample Contract, before submitting a bid. Again, the Sample Contract, contains important legal provisions and is considered part and parcel of this IFB.

D. Bidders should raise any questions regarding the terms of the Contract, or submit requested changes in said terms, in the form of written questions or submittals, subject to the deadline for questions.

E. Failure or refusal to sign aforesaid Contract shall be grounds for the County to revoke any Letter of Intent to Award which has been issued, for the bidder to forfeit their bid security, and for the County to award the Contract to another Bidder.

3.7. Inspections and Testing

A. Unless otherwise specified, Geotechnical and Special Inspection testing and SWPPP inspections / monitoring shall be by the Owner’s third-party agent and are not part of the Contract Sum. Inspections and tests not explicitly assigned to Owner are Contractor’s responsibility. Costs for retesting and reinspection construction that replaces or is necessitate by work that failed to comply with the Contract

Documents will be charged to Contractor, and the Contract Sum will be adjusted by Change Order.

3.8. Modification

A. The County has defined this section in the Sample Contract.

3.9. Notice to Proceed

A. A Notice to Proceed will be issued after the successful Bidder has executed the Contract and has submitted acceptable performance and payment bonds (if applicable) to the County as well as other submittals specified herein as required to be delivered before the Notice to Proceed is issued.

B. The successful Bidder shall not deliver any equipment to the work site or commence work until the successful Bidder has received a written Notice to Proceed from the Purchasing Services Manager.

3.10. Bidder's Qualifications

A. Before a bid is considered for award, the Bidder may be requested by the County to submit a statement providing additional information regarding their previous experience in performing comparable work.

3.11. Subcontractors

A. If any subcontractors will be used for this project, the successful Bidder shall provide to the Purchasing

Services Manager a list of names of any of the intended subcontractors, the subcontractor's applicable license number(s), and a description of the work to be done by each subcontractor on the Subcontractor

Data Report Form included herein.

B. The successful Bidder shall not substitute other subcontractors without the written consent of the

Purchasing Services Manager.

C. The successful Bidder shall be responsible for all services performed by a subcontractor as though they had been performed by the successful Bidder. Responsibilities include, but are not limited to, compliance with any applicable licensing regulations.

D. If at any time the Purchasing Services Manager determines that any subcontractor is incompetent or undesirable, the director shall notify the successful Bidder accordingly, and the successful Bidder shall take immediate steps for cancellation of the subcontract and replacement.

E. Nothing contained in any contract resulting from this IFB shall create any contractual relationship between any subcontractor and the County.

F. It shall be the successful Bidder’s responsibility to ensure that all terms required in the attached Contract are incorporated into all subcontracts.

3.12. Indemnification

A. The County has defined this section in the Sample Contract.

3.13. Termination

A. The County has defined this section in the Sample Contract.

3.14. State and Local Taxes

A. Except as otherwise provided, Contract prices shall include all applicable state and local taxes.

B. The successful Bidder shall calculate that portion of the Contract which is subject to the seven percent

(7%) sales and/or use tax, which amount shall be itemized and shown on all invoices, and shall be paid to

South Carolina Department of Revenue (SCDOR) by Contractor. If the successful Bidder is a non-South

Carolina company, the County will withhold said amount from all invoices and remit payment to the

SCDOR, unless the Contractor furnishes County with a valid South Carolina Use Tax Registration

Certificate Number.

C. The successful Bidder shall indemnify and hold harmless the County for any loss, cost, or expense incurred by, levied upon or billed to the County as a result of the successful Bidder’s failure to pay any tax of any type due in connection with this Contract.

D. The successful Bidder shall ensure that the above sections are included in all subcontracts and sub-subcontracts, and shall ensure withholding on out of state sub and sub- subcontractors to which withholding is applicable.

3.15. Drug-Free Workplace Act

A. By submitting an offer, Bidder certifies that, if awarded a contract, Bidder will comply with all applicable provisions of the Drug-Free Workplace Act, Section 44-107-10, et seq., South Carolina Code of Laws, 1976, as amended.

3.16. Insurance Requirements

The successful bidder shall procure, maintain, and provide proof of, insurance coverage for injuries to persons and/or property damage as may arise from or in conjunction with, the work performed on behalf of the County by the bidder, his agents, representatives, employees or subcontractors. Proof of coverage as contained herein shall be submitted prior to the commencement of work and such coverage shall be maintained by the bidder for the duration of the contract period; for occurrence policies.

3.16.1. General Liability

A. Coverage shall be as broad as: Comprehensive General Liability endorsed to include Broad Form, Commercial General Liability form including Products/Completed Operations.

Minimum Limits - General Liability:

$1,000,000 General Aggregate Limit

$1,000,000 Products & Completed Operations

$1,000,000 Personal and Advertising Injury

$1,000,000 Each Occurrence Limit

$50,000 Fire Damage Limit

$5,000 Medical Expense Limit

3.16.2. Automobile Liability

A. Coverage sufficient to cover all vehicles owned, used, or hired by the bidder, his agents, representatives, employees or subcontractors.

Minimum Limits - Automobile Liability:

$1,000,000 Combined Single Limit

$1,000,000 Each Occurrence Limit

$5,000 Medical Expense Limit

3.16.3. Workers' Compensation

A. Limits as required by the Workers' Compensation Act of SC. Employers Liability: $1,000,000.

3.16.4. Owners' & Contractors' Protective Liability

A. Policy will be in name of County. Minimum limits required are $1,000,000. Required if work is defined as a construction project where the bid total exceeds $1,000,000.

3.16.5. Professional Liability

A. Minimum limits are $1,000,000 per occurrence.

3.16.6. Coverage Provisions

A. All deductibles or self-insured retention shall appear on the certificate(s).

B. The County of Dorchester, its' officers/ officials, employees, agents and volunteers shall be added as

"additional insured" as their interests may appear. This provision does not apply to Professional Liability or Workers' Compensation/Employers' Liability.

C. The offeror's insurance shall be primary over any applicable insurance or self-insurance maintained by the County.

D. Shall provide 30 days written notice to the County before any cancellation, suspension, or void of coverage in whole or part, where such provision is reasonable.

E. All coverage for subcontractors of the bidder shall be subject to all of the requirements stated herein.

F. All deductibles or self-insured retention shall appear on the certificate(s) and shall be subject to approval by the County. At the option of the County, either; the insurer shall reduce or eliminate such deductible or self-insured retention; or the bidder shall be required to procure a bond guaranteeing payment of losses and related claims expenses.

G. Failure to comply with any reporting provisions of the policy(s) shall not affect coverage provided the

County, its officers/officials, agents, employees and volunteers.

H. The insurer shall agree to waive all rights of subrogation against the County, its' officers/officials, agents, employees or volunteers for any act, omission or condition of premises which the parties may be held liable by reason of negligence.

I. The bidder shall furnish the County certificates of insurance including endorsements affecting coverage.

The certificates are to be signed by a person authorized by the insurance company(s) to bind coverage on its' behalf, if executed by a broker, notarized copy of authorization to bind, or certify coverage must be attached.

J. All insurance shall be placed with insurers maintaining an A.M. Best rating of no less than an A:VII. If

A.M. Best rating is less than A:VII, approval must be received from County’s Risk Manager.

3.17. Utilization by Other Public Agencies Clause

A. The use of this solicitation and resulting contract shall be made available to other local governmental agencies and agencies established for the public benefit (“Public Agencies”). The parties agree to allow other governmental agencies to enter into separate agreements with the Contractor under the terms and prices in effect between the County and the Contractor. The parties also agree that any other agency utilizing the terms and prices of this agreement shall not be deemed to be an agent or employee of the

County of Dorchester for any purpose whatsoever. The parties further agree that any Public Agency will enter its own separate contract with the Contractor.

B. The County is not otherwise responsible for the Public Agencies’ performance of the Contract between the individual Public Agencies and the Contractor or for any obligation or liability accruing to the Public

Agencies in the performance thereof. The Public Agencies and the Contractor further agree to waive any rights they may have in making the County of Dorchester a party to a dispute between a Public Agency and the Contractor.

C. The County may advertise the resulting contract to other public agencies for their use as described in 17.1 on third-party platforms.

3.18. All County Departments Eligible to Purchase

A. This solicitation may be issued by a specific department, but the County shall have the discretion to permit

ALL County departments, divisions, or other business units to purchase the goods or services solicited at the terms, conditions, and pricing as agreed-upon in the contract resulting from the solicitation. Expansion of the contract to include other County departments, divisions, or other business units may be accomplished by purchase order, change order, or amendment, as determined by the Purchasing Services

Manager.

3.19. Confidential Information

A. Bidders must clearly mark as “confidential” each part of their response which they consider to be trade secrets or information of a personal nature that could be exempt from disclosure under the South Carolina

Freedom of Information Act (SCFOIA) as set forth in Chapter 4, Title 30, of the South Carolina Code of

Laws, 1976, as amended. The County reserves the right, in its sole discretion, to determine whether this information should be exempt from disclosure and no legal action may be brought against the County or its agents for its determination in this regard. Upon receipt of a bid package by the County the submittal shall become the property of the County without compensation to the bidder, for disposition or usage by the County at its discretion. The details of the bid documents will remain confidential until final award, except for sections that are marked “confidential” as explained above and except as required by law.

3.20. Intellectual Property

A. Any information, data, instruments, documents, studies, reports or deliverables given to, exposed to, or prepared or assembled by the bidder shall be kept as confidential information of the County and not divulged or made available to any individual or organization except as required by law. Such information, data, instruments, documents, studies, reports or deliverables will be the sole property of the County and not the bidder.

B. All intellectual property, including, but not limited to, patentable inventions, patentable plans, copyrightable works, mask works, trademarks, service marks, and trade secrets invented, developed, created or discovered in performance of this contract shall be property of the County.

4. SECTION FOUR: SAMPLE CONTRACT

4.1. Sample Contract

STATE OF SOUTH CAROLINA

COUNTY OF DORCHESTER

THIS CONTRACT (hereinafter the “Contract”) entered into this day of (Month) 2026, between the COUNTY OF DORCHESTER, South Carolina, a public body corporate and politic and political subdivision of the State of South Carolina, (hereinafter the "County") and (NAME OF

COMPANY/INDIVIDUAL), a (State Name) Sole Proprietorship/Partnership/Corporation, Limited

Liability Corporation (choose one), the address of which is Street, City, State, Zip (hereinafter the

"Contractor"), (“Party” as to each; collectively the “Parties”).

WITNESSETH

WHEREAS, the County wishes to contract for the project identified as [Project Name]; and

WHEREAS, the Contractor has represented to the County that its staff is qualified to provide the work and perform this Contract in a professional and timely manner; and

WHEREAS, the County has relied upon the above representations by the Contractor;

WHEREAS, the Dorchester County Director of [Dept] has recommended that a contract for aforesaid construction be entered into with the Contractor; and

NOW, THEREFORE, for and in consideration of these promises, of the mutual covenants herein set forth, and for other good and valuable consideration, the sufficiency of which is hereby acknowledged, and the above-referenced recitals incorporated into this Contract herein by reference, the Parties hereto hereby agree as follows:

ARTICLE 1

DOCUMENTS INCORPORATED BY REFERENCE

This contract includes the plans and specifications for the Project, specifically identified as the following:

Exhibit A: Invitation for Bids (IFB) No. [Bid #], including specifications, drawings, other attachments, and all addenda

Exhibit B: Specifications and Drawings

Exhibit C: Contractor’s Insurance Certificate(s) and Endorsement(s)

Exhibit D: Contractor’s Bid and Bid Submittals dated

All of which are hereby incorporated herein by reference and made a part hereof (hereinafter collectively referred to as the “Contract Documents”). Change orders issued hereafter, Construction

Change Directives, a Direction for a Minor Modification in the work issued by the County, and any other amendments executed by the County and the Contractor shall become and be a part of this

Contract.

In the event of any conflict, discrepancy, or inconsistency among any of the documents which make up this Contract, the following shall control:

A. As between the Contract and the Contract Documents or any other document to include, but not limited to, the plans or specifications, the Contract shall govern.

B. In the event of any conflict, discrepancy, or inconsistency among any of the other Contract Documents, the Contractor shall notify the County immediately upon discovery of same, and the County will notify the Contractor of the resolution.

C. Any documents not included or expressly contemplated in this Contract do not, and shall not, form a part of this Contract. The Contract Documents are intended to be complementary, and a requirement in one document shall be deemed a requirement in all documents.

ARTICLE 2

DEFINITIONS

A. Application for Payment: the Contractor’s certified request for payment for completed portions of the

Work and for materials or equipment suitably stored pending their incorporation into the Work;

interchangeable with Payment Request

B. Architect/Engineer: the Architect/Engineer for the Work is identified in the bid specifications; unless otherwise directed by the County in writing, the Architect/Engineer will perform those duties and discharge those responsibilities, if any, allocated to the Architect/Engineer in this Contract.

C. Change Order: a bilateral amendment to the Contract signed by the County, the Architect and the

Contractor authorizing a change in the Work or an adjustment in the Contract Price or the Contract Time or both

D. Construction Change Directives: a written order prepared by the County directing a change in the Work stating a proposed basis for adjustment, if any, in the Contract Price or Contract Time

E. Contract Price: the sum stated in the Contract, which is the total amount payable by the County to the

Contractor for performance of the Work under the Contract Documents

F. Contract Time: the period of time allotted in the contract Documents for Substantial Completion of the

Work, including authorized adjustments hereto

G. Direction for Minor Modification: supplemental instruction given in advance by the County to the

Contractor, which may or may not include a change in the Contract Price

H. Final Completion: denotes that the Work has been completed in accordance with the terms and conditions of the Contract Documents

I. Final Payment: the last payment made by the County to the Contractor of the entire unpaid balance of the Contract Price as adjusted by Change Orders and/or modifications

J. Payment Request: used interchangeably with Application for Payment

K. Project: the total construction and/or furniture, furnishings and equipment of which the Work performed under the Contract Documents may be the whole or a part; used interchangeably with Work in this

Contract

L. Project Site: geographic location of the Project, usually defined by legal boundary lines; used interchangeably with the Work Site

M. Schedule of Values: a statement furnished by the Contractor reflecting the portions of the Contract Price allocated to the various portions of the Work and used as the basis for reviewing the Contractor’s

Application for Payment

N. Substantial Completion: that point at which, as certified in writing by the Architect / Engineer and approved by the County, the Work, or a designated portion thereof, is sufficiently complete in accordance with the Contract Documents such that the County or its designee can enjoy beneficial use or occupancy and can legally occupy, use or operate it in all respects, for its intended purpose

O. Work: the construction and services required by the Contract Documents, whether completed or partially completed, and including all other labor, materials, equipment and services provided or to be provided by the Contractor to fulfill the Contractor’s obligations; may constitute a whole or a part of the Project;

used interchangeably with Project in this Contract

P. Work Site: the geographic location of the Work; used interchangeably with the Project Site

ARTICLE 3

REPRESENTATIONS OF THE CONTRACTOR

In order to induce the County to execute this Contract and recognizing that the County is relying thereon, the Contractor, by executing this Contract, makes the following express representations to the

County:

A. The Contractor is fully qualified to act as the general contractor for the Project and has, and shall maintain, any and all licenses, permits or other authorizations necessary to act as the general contractor for, and to construct the Project; and

B. The Contractor has become familiar with the Project Site and the local conditions under which the

Project is to be constructed and operated; and

C. The Contractor has received, reviewed and examined all of the Contract Documents, including, but not limited to all plans and specifications, and has found them to the best of its knowledge, to be complete, accurate, adequate, consistent, coordinated and sufficient for construction.

ARTICLE 4

INTENT AND INTERPRETATION

With respect to the intent and interpretation of this Contract, the County and the Contractor agree as follows:

A. This Contract (along with its exhibits), together with the Contractor's and surety's performance and payment bonds for the Project constitute the entire and exclusive Contract between the Parties with reference to the Project, and said Contract supersedes any and all prior discussions, communications, representations, understandings, negotiations, or contracts; and

B. Anything that may be required, implied or reasonably inferred by the documents which make up this

Contract, or any one or more of them, shall be provided by the Contractor for the Contract Price; and

C. Nothing contained in this Contract shall create, nor be interpreted to create, privity or any other relationship whatsoever between the County and any person except the Contractor; and

D. When a word, term, or phrase is used in this Contract, it shall be interpreted or construed first, as defined herein; second, if not defined, according to its generally accepted meaning in the construction industry;

and third, if there is no generally accepted meaning in the construction industry, according to its common and customary usage; and

E. Wherever this Contract calls for “strict” compliance or conformance with the Contract Documents as to matters other than compliance with time limits, providing an updated schedule, and claim and Change

Order procedures, the term shall mean within tolerances as described specifically in the Contract

Documents, or if not specifically described, within industry standards and tolerances for deviation for the specific item or procedure in question; and

F. The words "include", "includes", or "including", as used in this Contract, shall be deemed to be followed by the phrase, "without limitation"; and

G. The listing herein of any items as constituting a material breach of this Contract shall not imply that any other, non listed item will not constitute a material breach of this Contract; and

H. The Contractor shall have a continuing duty to read, examine, review, compare and contrast each of the documents which make up this Contract, shop drawings, and other submittals and shall give written notice to the County of any conflict, ambiguity, error or omission which the Contractor may find with respect to these documents, before proceeding with the affected Work. The express or implied approval by the ADC of any shop drawings or other submittals shall not relieve the Contractor of the continuing duties imposed hereby, nor shall any such approval be evidence of the Contractor's compliance with this

Contract. The County has prepared documents for the Project, including the plans and specifications for the Project, which are accurate, adequate, consistent, coordinated and sufficient for construction. The

Contractor shall not be liable to the County for damage resulting from errors, inconsistencies or omissions in the Contract Documents unless the Contractor recognized, or reasonably should have recognized, such error, inconsistency or omission and knowingly failed to report it to the County. If the

Contractor performs any activity knowing it involves an error, inconsistency or omission which was recognized, obvious, or reasonably should have been recognized, without such notice to the County, the

Contractor shall assume responsibility for such performance and shall bear the costs for correction.

ARTICLE 5

INDEPENDENT CONTRACTOR

The Contractor is an independent contractor and shall not be deemed the agent or employee of the

County for any purpose whatsoever. The Contractor shall not hold itself out as an employee of the

County, and shall have no power or authority to bind or obligate the County in any manner, except the

County shall make payment to the Contractor for work/services and expenses as herein provided. The

Contractor shall obtain and maintain all licenses and permits required by law for the performance of this

Contract or its employees, agents, and servants. The Contractor shall be liable for and pay all taxes required by local, state or federal governments, including, but not limited, to social security, Workers'

Compensation, employment security, and any other taxes and licenses or insurance premiums required by law. No employee benefits of any kind shall be paid by the County to or for the benefit of the

Contractor or its employees, agents, or servants by reason of this Contract.

ARTICLE 6

OWNERSHIP OF THE DOCUMENTS WHICH MAKE UP THIS CONTRACT

As between the County and the Contractor, the documents which make up this Contract, and each of them, as well as any other documents furnished by the County, shall remain the property of the County.

The Contractor shall have the right to keep one (1) copy of the Contract upon Final Completion of the

Project; provided, however, that in no event shall the Contractor use, or permit to be used, any portion or all of such Contract on other projects without the County's prior written authorization.

ARTICLE 7

CONTRACTOR’S PERFORMANCE

The Contractor shall perform all of the Work required, implied or reasonably inferable from this

Contract including, but not limited to, the following:

A. The Contractor will complete the entire Work described in the Contract Documents, except as specifically identified therein as the Work of other parties, in accordance with the terms herein, including all Exhibits, all as may be amended from time to time; and

B. The furnishing of any and all required surety bonds and Insurance Certificate(s) and Endorsement(s);

and

C. The provision or furnishing, and prompt payment therefor, of labor, supervision, services, materials, supplies, equipment, fixtures, appliances, facilities, tools, transportation, storage, disposal, power, fuel, heat, light, cooling, or other utilities, required for construction and all necessary building permits and other permits or licenses required for the construction of the Project; and

D. The creation and maintenance of a detailed and comprehensive copy of the drawings, specifications, addenda, Change Orders and other modifications depicting all as-built construction. Said items shall be submitted to the County, along with other required submittals upon Final Completion of the Project, and receipt of same by the County shall be a condition precedent to Final Payment to the Contractor. The

Contractor shall prepare and submit final as-built drawings to the County.

ARTICLE 8

TIME FOR CONTRACTOR’S PERFORMANCE: DELAYS

A. The Contractor shall commence the performance of this Contract on the date set forth in the Notice to

Proceed, issued by the Purchasing Services Manager OR Director of [department name], and shall diligently continue its performance to and until Final Completion of the project. The Contractor shall accomplish Substantial Completion of the Project no more than ( ) Calendar Days following the issuance of a Notice to

Proceed (sometimes hereinafter referred to as the “Contract Time”). By signing this Contract, the

Contractor agrees that the Contract Time is a reasonable time for accomplishing Substantial Completion of the Project. There will be no monetary early completion incentive. The Contractor shall submit its initial progress schedule in accord with Article 12.

B. The Parties agree it is impossible to determine the actual and consequential damages resulting from

Contractor’s delay in completion of the Work, so a liquidated damages provision is appropriate. The

Parties intend for a sum certain of $1,000.00 per day for each and every calendar day the completion of the Work is delayed beyond the calendar date in this Contract to be the predetermined measure of compensation for actual damages for a delay in completion of the Work. The Contractor agrees that if the Work, or any part thereof, is not completed within the time agreed upon in this Contract or any extension thereof, the Contractor or its sureties shall be liable to the County in the amount of $1,000.00 per day for each and every calendar day the completion of the Work is delayed beyond the calendar date in this Contract, as fixed and agreed liquidated damages and not as a penalty; and the County shall have the right to deduct from and retain out of monies which may be then due or which may become due and payable to the Contractor, the amount of such liquidated damages; and if the amount so retained by the

County is not sufficient to pay in full such liquidated damages, the Contractor shall pay to the County or its sureties the amount necessary to effect payment in full of such liquidated damages.

Liquidated Damages will not be assessed for any adjustment of the Contract Time for completion of the

Work granted in accordance with the provisions of this Contract.

Permitting the Contractor to continue and finish the Work or any part of it after the time fixed for its completion, or after the date to which the time for completion may have been extended, will in no way be deemed a waiver on the part of the County of any of its rights under this Contract.

Additional provisions concerning the Contractor’s liability in certain specific events or circumstances are set forth throughout the Scope of Work. By signing this Contract, the Contractor expressly agrees to the terms thereof.

C. If the Contractor fails to achieve Final Completion of all punch list items within thirty (30) Calendar

Days of the date of Substantial Completion, the County reserves the right to contract with other parties to complete the Work, or to use other forces, utilizing funds retained or collected under this Contract as set forth in Article 9 below. This Article is not limited by the terms of Article 11 below; and

In addition to other remedies of the County, actual damages may be withheld or collected for failure to meet the date for Final Completion, as set forth in Article 8, Item B above.

D. Partial use or occupancy of the Project shall not result in the Project being deemed substantially complete, and such partial use or occupancy shall not be evidence of Substantial Completion.

E. All limitations of time set forth herein are material and are of the essence of this Contract.

F. The Contractor agrees to punctually and diligently perform all parts of the Work at the time scheduled as determined in Article 12 below. In this connection, the Contractor agrees that it will keep itself continually informed of the progress of the job and will, upon its own initiative, confer with the County so as to plan its work in coordinated sequence with the work of the County and of others and so as to be able to expeditiously undertake and perform its work at the time most beneficial to the entire Project.

The Contractor will be liable for any loss, costs, or damages sustained by the County for delays in performing the Work hereunder, other than for excusable delays, as set forth in Article 8, Item G below, for which the Contractor may be granted a reasonable extension of time.

G. If the Contractor is delayed at any time in the progress of the Work by any separate contractor employed by the County, or by changes in the Work, or by labor disputes, fire, unusual delay in transportation, unusually severe weather conditions, unavoidable casualties, delays specifically authorized by the

County, or by causes beyond the Contractor's control, avoidance, or mitigation, and without the fault or negligence of the Contractor and/or subcontractor or supplier at any tier, then the Contract Time shall be extended by Change Order for such reasonable time, if any, as the County may determine that such event has delayed the progress of the Work, or overall completion of the Work if the Contractor complies with the notice and documentation requirements set forth below.

H. If the Contractor is delayed, obstructed, hindered or interrupted for a period of time exceeding seven (7)

Calendar Days by any act or neglect of the County, an adjustment shall be made for any increase in the direct cost of performance of this Contract (excluding profit, extended home office overhead, incidental or consequential damages or disruption damages) and the Contract modified in writing accordingly. The

Contractor must assert its right under this Article by giving written notice to the Architect/Engineer within ten (10) Calendar Days of the beginning of a delay, obstruction, hindrance or interruption by the

County. No adjustment shall be made for any delay, obstruction, hindrance or interruption after Final

Payment under this Contract or to the extent that performance would have been so delayed, obstructed, hindered or interrupted by any other cause, including, but not limited to concurrent cause or fault or negligence of the Contractor, or for which an equitable adjustment is provided for or excluded under any other term or condition of this Contract. The direct costs described above shall be limited to those direct costs attributable solely to this Project, and shall be subject to documentation and verification of costs as required by the County. If unit prices are established in the Contract Documents or subsequently agreed upon, they shall form the basis for cost calculations under any claims for delay.

Any claim for extension of time shall be made in writing to the County, not more than Ten (10) Business

Days from the beginning of the delay. The notice shall indicate the cause of delay upon the progress of

Work. If the cause of the delay is continuing, the Contractor must give such written notice every Ten

(10) Business Days. Within Ten (10) Business Days after the elimination of any such delay, the

Contractor shall submit further documentation of the delay and a formal Change Order request for an extension of time for such delay.

The written request for a time extension shall state the cause of the delay, the number of Calendar Days extension requested, and such analysis and other documentation as is reasonably requested by the

County to demonstrate a delay in the progress of the Work or the overall Project completion. If the

Contractor does not comply with the above notice and documentation requirements, the claim for the delay shall be waived by the Contractor. The above notice and documentation requirements shall also be a condition precedent to the Contractor’s entitlement to any extension of time.

Extensions of time will be the Contractor’s primary remedy for any and all delays, obstructions, hindrances, or interference. Payment or compensation, for direct costs only (as set forth above), may be made to the Contractor for hindrances or delays solely caused by the County if such delays or hindrances are within the County’s ability to control and are not partially caused by the Contractor or any of its agents, subcontractors or others for whom it is responsible. No payment or compensation will be made for interference, obstructions, hindrances or delays which are not solely caused by the County or which arise from the County’s actions under Article 11.

Without limitation, the County's exercise of its rights under Article 16, regardless of the extent or number of such changes, or the County's exercise of any of its remedies or any requirement to correct or re-execute defective work, shall not under any circumstances be construed as delays, hindrances or interference compensable further than as described herein.

Weather delays are generally referred to as "rain days." Time for hot, cold, and/or windy conditions have been allowed for in the allocated date of completion. An average number of rain days has also been included in the completion date determination. This was determined by the following method: all

Calendar Days in each month in which rainfall in any part of the day exceeded 0.10 inch has been…