Construction Manager at Risk for Falls Park Conference Center District.pdf

CITY OF GREENVILLE

STATE OF SOUTH CAROLINA

REQUEST FOR PROPOSALS

RFP NO. 27-4019

CONSTRUCTION MANAGER AT RISK

(CMAR) FOR FALLS PARK

CONFERENCE CENTER DISTRICT

DUE: September 10, 2026 2:00 PM

Invitation – Page 1 of 4

Revised 11.2020

CITY OF GREENVILLE

STATE OF SOUTH CAROLINA

REQUEST FOR PROPOSALS

RFP NO. 27-4019

PROPOSALS will be accepted until 2:00 p.m. ET, September 10, 2026. All qualified firms are invited to submit proposals to the City of Greenville for the following:

Construction Manager at Risk (CMAR) for Falls Park Conference Center District

SUBMITTAL:

TO SUBMIT PROPOSALS:

DEADLINE FOR QUESTIONS

OR CLARIFICATIONS:

E-MAIL:

PRE-PROPOSAL MEETING:

Proposals for this solicitation will be accepted NO LATER THAN 2:00 p.m. ET, September 10, 2026

See Document Upload link on project’s Bid Page (Under Item Details)

Proposals will not be opened until 2:00 p.m. Respondents MUST confirm receipt prior to 2:00 p.m. by sending an inquiry to the email address below.

2:00 p.m. ET, August 31, 2026 purchasing_bids-rfps@greenvillesc.gov

N/A

Any revisions to this Request for Proposals will be issued and distributed as an addendum. All addenda, additional communications, responses to questions, etc. pertaining to the Request for Proposals will be posted on the City of Greenville website at:

https://www.greenvillesc.gov/428/Bids-Requests-For-Proposals. All bidders should consult this website for updates before submitting proposals.

DEADLINE ENFORCED

Submissions received after the time and date set for receipt of proposals WILL NOT be accepted. It is the bidder’s responsibility to ensure timely delivery of their proposal.

Telephone or facsimile submissions will not be accepted.

From time to time, the Purchasing Division may have to release written changes to a solicitation due to an inadvertent error or omission on the part of the City or to an inquiry from an interested

Invitation – Page 2 of 4 vendor during the question phase of the solicitation. No changes to the published terms and conditions, scope of work, minimum requirements, or insurance and bonding requirements will be considered unless they are submitted in compliance with the deadline for the questions or clarification phase of the solicitation. Any changes to the published terms and conditions, scope of work, minimum requirements, or insurance and bonding requirements will be published in a formal, written addendum. The City is not obligated to make any changes to the published solicitation based on an inquiry from a vendor. The City will not consider “red-line” amendments to any contract with the successful bidder, as all requests for changes must be posed in the question phase and accepted in a formal addendum. The City reserves the right to negotiate with the successful bidder in order to comply with budgetary allocations.

Any offer submitted as a result of this solicitation shall be binding on the bidder for NINETY (90) CALENDAR DAYS FOLLOWING THE SPECIFIED OPENING DATE. Any bid for which the offeror specifies a shorter acceptance period may be rejected.

No proposal will be accepted from a contractor who is not currently licensed, as applicable, by the South Carolina Department of Labor, Licensing and Regulation Contractors’ License Board, in accordance with Title 40, Chapter 11 of the Code of Law of South Carolina, and does not have a current South Carolina General Contractor’s License. Requirements may be obtained at www.llr.state.sc.us. If this requirement is not met, your bid will be disqualified and rejected.

If the bidder discovers any ambiguity, conflict, discrepancy, omission or other errors in the RFP, bidder shall immediately notify the City of such error in writing and request modification or clarification of the document. The bidder is responsible for clarifying any ambiguity, conflict, discrepancy, omission, or other error in the RFP, or it shall be deemed waived.

Proprietary and/or Confidential Information Your bid is a public document under the South Carolina Freedom of Information Act (FOIA), except as to information that may be exempt from disclosure under the FOIA in the City’s sole discretion. If you cannot agree to this standard, please do not submit your bid.

All information that you desire to be treated as confidential and/or proprietary must be CLEARLY AND SPECIFICALLY identified, and each page containing confidential and/or proprietary information, in whole or in part, must be stamped and/or denoted as CONFIDENTIAL, in bold, in a font of at least 12-point type, in the upper right-hand corner of the page. All information not so noted and identified may be disclosed by the City. Blanket-type identification by designating whole pages or sections as containing confidential and/or proprietary information will not ensure confidentiality.

This Request for Proposals is being issued by the City of Greenville Purchasing Division. Direct all questions or request for clarification of this RFP in writing to the e-mail address shown on page one (1) of this invitation.

Invitation – Page 3 of 4

Current E-mail Address Required All proposals submitted shall include a current e-mail address. Once selected, Notice of Intent to Award shall be posted on the City’s website; and Notice of Intent to Award, and notices of non-award, shall be sent to all bidders via e-mail. No hard copy notices will be sent via regular mail.

During the performance of the contract, the contractor shall comply with any and all applicable federal, state, or local laws, rules, and regulations relating to a drug-free workplace.

Bidders are specifically directed not to contact any other City personnel for meetings, conferences, or technical discussions related to this request unless otherwise stated in this RFP. Failure to adhere to this policy may be grounds for rejection of your bid.

Required Affidavits Firms submitting proposals are required to include all affidavits found at the end of this Request for Proposals. If any of the affidavits are not applicable, N/A is an acceptable response.

Protest of Solicitation or Award Solicitation – Section 2.6. A. of the City of Greenville Procurement Policy allows any prospective bidder, offeror, contractor who is aggrieved in connection with the solicitation of a contract to protest to the Purchasing Administrator within ten (10) calendar days of the date of issuance of the Invitation for Bids or Request for Proposals or other solicitation documents, whichever is applicable, or any amendment thereto. Any protest shall be in writing, submitted to the Purchasing Administrator, as stated above, and shall set forth the grounds of protest and the relief requested with enough particularity to give notice of the issues to be decided.

Award – Section 2.6. B. of the City of Greenville Procurement Policy allows any actual bidder, offeror, contractor who is aggrieved in connection with the intended award or award of a contract to protest to the City Manager within ten (10) calendar days of the date the notification of award is posted in accordance with this policy. Any protest shall be in writing, submitted to the City Manager, as stated above, and shall set forth the grounds of protest and the relief requested with enough particularity to give notice of the issues to be decided.

The words “Bidder”, “Offeror”, “Proposer”, “Vendor”, and “Contractor” are used interchangeably throughout this RFP, and are used in place of the person, firm, or corporation submitting a bid.

Dated at Greenville, South Carolina this day of August 2026.

BY:

Stephanie d’Ablemont – Buyer

City of Greenville, SC

Invitation – Page 4 of 4

Reviewed By:

City Manager Date

Risk Manager Date

Legal Department Date

Chief Financial Officer Date

Purchasing Administrator Date

TABLE OF CONTENTS

RFP No. 27-4019

PROPOSAL TERMS & CONDITIONS

SPECIAL TERMS & CONDITIONS

CONTRACT TERMS & CONDITIONS

PROPOSAL REQUIREMENTS

COST PROPOSAL FORM

PROPOSAL SUBMISSION SHEET

SIGNATURE FORM

AFFIDAVITS

RFP Terms & Conditions RFP No. 27-4019 – Page 1

Revised 6.2020

CITY OF GREENVILLE, SOUTH CAROLINA

PROPOSAL TERMS AND CONDITIONS

The City of Greenville is requesting sealed proposals for a Construction Manager at Risk (CMAR) for the Falls Park Conference Center District (the “Project”) as more fully described herein. The following terms and conditions shall apply to all proposals made with respect to the Project and shall be included in the contract executed between the City and the successful bidder.

These are the City’s standard contract terms and are being provided solely to illustrate the City’s expectations and requirements for the agreement. The parties acknowledge that the final contract will be negotiated and executed using the applicable AIA contract form.

RIGHTS RESERVED BY CITY

The City reserves the right to reject any or all proposals; to waive any informality or irregularity not affected by law; to evaluate, in its absolute discretion, the proposals submitted; and to award the contract based on the established criteria and according to the proposal which best serves the interest of the City.

INTERPRETATION AND ADDENDA

All changes in specifications shall be in writing and furnished to all bidders. No verbal interpretation made to any respondent as to the meaning of this bid shall be binding on the City.

Bidders are cautioned that any statement made by the City staff that materially changes any portion of this bid document shall not be relied upon unless they are subsequently ratified in writing and distributed as an addendum by the City. It shall be the bidder’s responsibility to acknowledge receipt of addenda and ascertain that its bid includes all addenda. Failure to do so may deem a bidder’s bid non-responsive.

ACCEPTANCE OF PROPOSAL CONTENT

Before submitting an offer, each offeror shall make all investigations and examinations necessary to ascertain all site conditions and requirements affecting the performance of the contract and to verify any representations made by the City upon which the proposal will rely. If the offeror receives an award as a result of its proposal, failure to have made such investigations and examinations will in no way relieve the offeror from its obligation to comply in every detail with all provisions and requirements of the contract documents, nor will a plea of ignorance of such conditions and requirements be accepted as a basis for any claim whatsoever by the contractor for additional compensation.

EXAMINATION OF PLANS, SPECIFICATIONS, AND WORK SITE

The bidder shall examine carefully the work site, project manuals, plans, specifications, drawings, or other materials, including all terms and conditions included herewith. The submission of a bid shall be conclusive evidence that the bidder has investigated and is satisfied as to the conditions encountered as to the character, quality, and quantities of work to be performed, the materials to be furnished, and the requirements of the project manuals, plans, specifications, drawings, or other materials, including all terms and conditions included herewith. No bidder shall, at any time after the submission of a bid, make a claim or assertion that there was any misunderstanding or lack of information regarding the nature or the amount of work necessary for the satisfactory completion

RFP No. 27-4019 – Page 2

Revised 6.2020 of the work. Any errors, omissions, or discrepancies found in the project manuals, plans, specifications, drawings, or other materials, including all terms and conditions herewith, shall be called to the attention of the City and clarified prior to the submission of proposals.

SIGNATURE FORM

Proposals shall include a signed RFP Signature Form. Proposals that do not include a signed RFP Signature Form will not be accepted as complete and shall not be considered. The RFP Signature Form must be signed in ink (not typed) in the appropriate space(s) by an authorized officer of employee of the offeror.

TAXES

City pays South Carolina state sales taxes. No mention shall be made in the bid of sales tax, use tax, or any other tax, as all amounts bid will be deemed and held to include any such taxes which may be applicable, unless a breakdown of all applicable taxes is specifically called for on the bid form. City is exempt from federal excise taxes and will issue exemption certificates as requested.

OTHER CHARGES

For equipment, bid prices shall include as separate line items all freight (transportation) and preparation charges, applicable taxes, and any other applicable charges fully prepaid to the point of delivery so that the bid price is the total price to be paid for the item(s).

PROPOSAL CHANGES OR WITHDRAWAL BY BIDDER

Proposal amendments or withdrawal requests received after the time advertised for bid opening will not be considered.

PROPOSAL REJECTION OR ACCEPTANCE

City reserves the right to reject any or all proposals, to waive technicalities and informalities in proposals, and to accept, in whole or in part, such proposal(s) where the City deems it advisable or necessary to protect the best interests of the City.

INFORMATION AND IRREGULARITIES

City has the right to waive minor defects or variations of a bid from the exact requirements of the specifications that do not affect the price, quality, quantity, delivery, or performance time of the services being procured. If insufficient information is submitted by a bidder with the bid, the City has the right to require such additional information as it may deem necessary after the time set for receipt of bids to properly evaluate the bid, provided that the information requested does not change the price, quality, quantity, delivery, or performance time of the services being procured.

DETERMINATION OF RESPONSIBILITY

City may make such investigation as it deems necessary to determine the ability of a bidder to furnish the required services, and the bidder shall furnish to the City all such information and data for this purpose as the City may request. City reserves the right to reject any bid if the evidence submitted or investigation of such bidder fails to satisfy the City that bidder is properly qualified to carry out the obligations of a contract and to deliver the services contemplated herein. Bidders will fully inform themselves as to the conditions, requirements, and scope of work before submitting their bid. Failure to do so will be at the bidder’s own risk.

RFP No. 27-4019 – Page 3

Revised 6.2020

OFFEROR’S QUALIFICATIONS

Each bidder shall, upon request of the City, submit a statement of the bidder’s qualifications, experience record in constructing the type of improvements embraced in the development of work specified, organization and equipment available for the work contemplated, and when specifically requested by the City, a detailed financial statement. City shall have the right to take such steps as it deems necessary to determine the ability of the bidder to perform the obligations under the contract, and the bidder shall furnish the City all such information and data for this purpose as it may request. City reserves the right to reject any bid where an investigation of the available evidence or information does not satisfy the City that the bidder is qualified to carry out properly the terms of the contract.

QUALIFICATIONS-BASED SOLICITATION

Negotiations shall be conducted beginning with the offeror whose qualifications are deemed to rank highest among all offers received in response to this solicitation. If a contract satisfactory and advantageous to the City can be negotiated at a price considered fair and reasonable, the award shall be made to that offeror. Otherwise, negotiations with the offeror ranked first shall be formally terminated and negotiations with the offeror ranked second shall be conducted.

REQUIREMENTS OF THE CONTRACTOR

The Contractor shall (i) have the professional qualifications, experience, expertise, and personnel to timely perform the Project, (ii) have the requisite licenses, certifications, and permits from all public entities having jurisdiction over Contractor or the Project and shall maintain such licenses, certifications, and permits during the term of the Project, (iii) become familiar with the Project site and the local conditions under the Project is to be performed, (iv) comply with all instructions and shall perform services in a manner commensurate with the highest professional standards by qualified and experienced personnel performing the same or similar services in the same or similar location, and (v) assume full responsibility to City for the improper acts and omissions of its contractors, consultants, or others, if any, employed or retained by Contractor in connection with the Project.

RESPONSIBILITY OF THE CITY

Among other things, the City will provide Contractor access to all information in City’s possession that City reasonably determines is necessary for Contractor to perform the Project. The Administrator will coordinate with Contractor, and facilitate coordination with other City personnel, as reasonably necessary to allow Contractor to adequately perform the Project.

BUSINESS LICENSE, PERMITS, AND CERTIFICATES

Each bidder shall secure and pay for licenses, permits, and certificates that may be necessary or legally required when proposals are received or, if an award is made, when negotiations are concluded or for proper execution and completion of the contract.

A City Business License is not required to submit a bid; however, the successful bidder shall be required to obtain a City Business License before work on the Project may begin. For further information on the provisions of the City Business License regulations and their applicability to this Project, a bidder may contact the Greenville City Business License Division at 864-467-4504 or revenueblcontracts@greenvillesc.gov.

RFP No. 27-4019 – Page 4

Revised 6.2020

The successful bidder shall inform all of its subcontractors and subconsultants performing services hereunder that a like business license requirement applies to them, and the successful bidder shall further disclose the names and addresses of all subcontractors performing services hereunder to City’s Business License Division at revenueblcontracts@greenvillesc.gov or 864-467-4504.

ETHICS IN PUBLIC CONTRACTING AFFIDAVIT

To comply with the provisions of Section 8-13-100 et seq. of the South Carolina Code of Laws, the bidder shall certify in writing and include with its bid that its offer was made without fraud, that it has not offered or received any kickbacks or inducements from any other bidder, supplier, manufacturer, or subcontractor in connection with the offer, and that it has not conferred on any public employee, public member, or public official having official responsibility for this procurement transaction any payment, loan, subscription, advance, deposit of money services, or anything of more than nominal value.

The bidder shall certify further that no relationship exists between itself and the City, another person, or organization that interferes with fair competition or constitutes a conflict of interest with respect to a contract with the City.

NONCOLLUSION AFFIDAVIT

As part of its bid, the bidder shall include the attached non-collusion affidavit, duly signed by a principal of the bidder certifying that it is not a party to any collusive action or any action that may be in violation of the Sherman Antitrust Act. Any or all proposals shall be rejected if there is any reason for believing that collusion exists among the bidders. City may or may not, at its discretion, accept future proposals for the same work from participants in such collusion.

CERTIFICATION OF COMPLIANCE WITH THE SOUTH CAROLINA ILLEGAL

IMMIGRATION REFORM ACT

The bidder shall certify in writing and include with its bid that, as to any contract subsequently entered into between the bidder and the City, the bidder will verify the employment status of any new employees and require any subcontractors or sub-subcontractors performing services under such contract to verify their new employees’ status, per the terms of the South Carolina Illegal Immigration Reform Act, and as set out in Title 41, Chapter 8 of the South Carolina Code of Laws.

NONRESIDENT TAXPAYER REGISTRATION AFFIDAVIT

Non-resident companies receiving income from business conducted in the State of South Carolina are required to pay taxes to the state on that income. To facilitate this requirement, a nonresident bidder must register with the South Carolina Secretary of State or the South Carolina Department of Revenue. In compliance with Sections 12-8-540 and 12-8-550 of the South Carolina Code of Laws, a bidder located outside of the State of South Carolina that receives a contract from the City must furnish to the City Form I-312, Nonresident Taxpayer Registration Affidavit Income Tax Withholding, properly executed and signed. If your company is not presently registered with the appropriate state office, you may indicate the intent to do so should your company be awarded a contract. Questions concerning this form may be directed to the South Carolina Department of Revenue at (844) 898-8542.

RFP No. 27-4019 – Page 5

Revised 6.2020

M/WBE GOALS AND BID REQUIREMENTS

City believes it is in the community’s best interest to assist minority- and women-owned business enterprises (M/WBEs) to develop fully, in furtherance of the City’s policies and programs which are designed to promote balanced economic and community growth. City adopts the State of South Carolina’s goal for participation of M/WBEs: 10% of annual controllable procurement expenditures, which are defined as agreements between the City and its contractors to provide or procure labor, materials, equipment, supplies, and services to, for, or on behalf of the City.

Every bidder is required to complete the attached OMB Form 5A (City of Greenville Identification of M/WBE Participation), OMB Form 5B (City of Greenville M/WBE Program Listing of the Good Faith Efforts), and the Small/Woman-Owned/Minority Business Enterprise Form.

SMALL/DISADVANTAGED/MINORITY BUSINESS ENTERPRISES PROGRAM

It is the policy of the City to undertake every effort to increase opportunity for utilization of small, disadvantaged, and minority businesses in all aspects of procurement to the maximum extent feasible. In connection with the performance of the contract to be awarded, the bidder agrees to show a good faith effort to carry out this policy and ensure that small, disadvantaged, and minority businesses shall have the maximum practicable opportunity to compete for subcontract work under the contract consistent with efficient performance of the contract.

“Small business enterprises” are those businesses that are defined in accordance with criteria established by the United States Small Business Administration (SBA). “Minority-owned business enterprises” are those businesses owned and controlled by one or more socially disadvantaged persons. Such persons include, but may not be limited to, Black Americans, Native Americans, Asian Americans, Hispanic Americans, American Eskimos and Aleuts. “Handicap business enterprises” are those businesses which are 51% owned and controlled by disabled persons.

“Woman-owned business enterprises” are those businesses which are 51% owned and controlled by one or more women.

It is a goal of the City to award a fair share of all contracts to small, minority, handicap, and woman-owned businesses, providing they are competitive. Accordingly, affirmative steps should also be used by contractors to assure that small, minority, handicap, and woman-owned businesses are utilized whenever possible as sources for supplies, equipment, construction and services.

Affirmative steps shall include the following:

1. Including qualified small, minority, handicap and woman-owned businesses on solicitation lists;

2. Assuring that small, minority, handicap, and woman-owned businesses are solicited whenever they are potential sources;

3. When economically feasible, dividing total requirements into small tasks or quantities so as to permit maximum participation of small, minority, handicap, and woman-owned businesses;

4. When requirements permit, establishing delivery schedules which will encourage participation by small, minority, handicap, and woman-owned businesses;

5. Using the services and assistance of the U.S. Small Business Administration (SBA) and State Offices for Minority and Women Business Enterprises, as required; and

RFP No. 27-4019 – Page 6

Revised 6.2020

6. If any subcontracts are to be let, City will require the prime contractor to show good faith efforts in the affirmative steps indicated above.

PUBLIC RECORD and FOIA REQUESTS After an award is made, copies of the proposals will be made available. Pursuant to the South Carolina Freedom of Information Act (FOIA), City will provide copies of records in its custody unless the records are exempt from disclosure under S.C. Code Ann. §30-4-40. Additional information regarding FOIA requests can be found here.

Special Terms & Conditions RFP No. 26-3974 – Page 7

Revised 6.2020

CITY OF GREENVILLE, SOUTH CAROLINA

SPECIAL TERMS AND CONDITIONS

The City of Greenville is requesting sealed proposals for a Construction Manager at Risk (CMAR) for the Falls Park Conference Center District in accordance with the following project manuals, plans, specifications, drawings, or other materials in effect at the time of bidding, including all terms and conditions included herewith. The following documents are available upon request and will be shared via Sharepoint:

1. Conceptual Design Narrative

2. Geotechnical Exploration Report

3. Topographical Survey

Requests for these documents should be forwarded to purchasing_bids-rfps@greenvillesc.gov

INSPECTION AND ACCEPTANCE

Inspection and final acceptance of the Project shall be conducted by the individual(s) named below:

City Manager’s Office (or their designee(s)) Construction Engineering & Inspection

INSURANCE

Contractor shall procure and maintain insurance for the duration of the Contract against any and all claims for injuries to persons or damages to property which may in any way arise from, or in connection with, the performance of the work hereunder by Contractor, its subcontractors, employees, agents, or representatives for not less than any limits of liability shown below with a carrier authorized to do business in the State of South Carolina.

All coverage shall be primary and shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer’s liability. Original endorsements, signed by a person authorized to bind coverage on its behalf, shall be furnished to City by Contractor.

Certificate(s) of insurance must be included in the bid.

1. Commercial General Liability: Contractor shall maintain insurance for protection against all claims arising from injury to person or persons not in the employ of Contractor and against all claims resulting from damage to any property due to any act or omission of Contractor, its subcontractors, employees, agents, or representatives in the operation of the work or the execution of the Contract.

Contractor shall maintain general liability coverage required for a period of not less than five years after Final Completion (as defined below) of the Project. General liability coverage must include products/completed operations coverage.

Where the work to be performed involves excavation or other underground work or construction, the property damage insurance provided shall cover all claims due to

RFP No. 26-3974 – Page 8

Revised 6.2020 destruction of subsurface property, such as wire, conduits, pipes, etc., caused by Contractor’s operation. The minimum shall be as follows:

Bodily Injury (Injury or Accidental Death) and Property Damage ......................................................$10,000,000 per occurrence

2. Comprehensive Automobile Liability: Contractor shall maintain automobile liability insurance for protection against all claims arising from the use of vehicles, rented vehicles, or any other vehicle in the prosecution of the work included in the Contract. Such insurance shall cover the use of automobiles and trucks on and off the site of the Project. The minimum amounts of automobile liability insurance shall be as follows:

Bodily Injury (Injury or Accidental Death) and Property Damage ...................................................$1,000,000 Combined Single Limit

3. South Carolina Workers’ Compensation Insurance: Contractor shall maintain workers’ compensation insurance for all of Contractor’s employees who are in any way connected with performance under the Contract. Such insurance shall comply with all applicable state laws and provide a waiver of subrogation against City, its officers, officials, employees, agents, and representatives.

South Carolina Workers’ Compensation .............Statutory Limits

Employers’ Liability Insurance ...........................$500,000 Each Accident $500,000 Disease Each Employee $500,000 Disease Policy Limit

Contractor shall provide the City with a certificate(s) of insurance showing proof of insurance acceptable to the City. Certificates containing wording that releases the insurance company from liability for non-notification of cancellation of the insurance policy are not acceptable. Certificates showing proof of such insurance shall be submitted to City prior to commencement of services under the Contract by email to inscerts@greenvillesc.gov. Further, it shall be an affirmative obligation upon the Contractor to advise City by e-mail to inscerts@greenvillesc.gov, within two days of the cancellation or substantive change of any insurance policy set out herein, and failure to do so shall be construed to be a breach of the Contract.

The general liability policy is to contain or be endorsed to name City, its officers, officials, employees, agents, and representatives as additional insureds as respects the liability arising out of the activities performed under the Contract. Such coverage shall be primary and shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer’s liability.

Contractor or its insurers are responsible for payment of any liability arising out of workers’ compensation, unemployment, or employee benefits offered to its employees. Insurance is to be placed with insurers with a current A.M. Best’s rating of not less than A:VII and licensed to do business in the State of South Carolina, unless otherwise acceptable to the City. Contractor shall not self-insure in satisfaction of any insurance requirement hereunder without the express, written approval of City. Contractor shall insure that its subcontractors hereunder comply with the

RFP No. 26-3974 – Page 9

Revised 6.2020 insurance requirements set out herein, and when requested by the City, Contractor shall agree to obtain and furnish copies of certificates of insurance evidencing coverage for each subcontractor.

Should Contractor cease to have insurance as required during any time, all work by Contractor pursuant to the Contract shall cease until insurance acceptable to the City is provided.

Deductibles, Co-Insurance Penalties, & Self-Insured Retention: Contractor shall agree to be fully and solely responsible for any costs or expenses as a result of a coverage deductible, co-insurance penalty, or self-insured retention; including any loss not covered because of the operation of such deductible, co-insurance penalty, or self-insured retention.

PERFORMANCE BOND AND PAYMENT BOND

The Contractor shall furnish a satisfactory performance bond along with payment bond in the FULL AMOUNT OF THE CONTRACT PRICE to the City within 10 business days from finalizing or agreement of GMP.

Each bond furnished by the Contractor shall incorporate by reference the terms of the Contract as fully as though they were set forth verbatim in such bonds. In the event the Contract Price (as defined below) is adjusted by change order executed by the Contractor, the penal sum of both the performance bond and the payment bond shall be deemed increased by like amount. The performance and payment bonds furnished by the Contractor shall be in form suitable to City and shall be executed by a surety, or sureties, licensed in the State of South Carolina and reasonably acceptable to City.

The performance bond will be in effect until all work on the Project has been completed and accepted by the City. The payment bond of the Contractor shall assure that the Contractor will promptly make payments to all persons supplying the Contractor with labor or materials in the prosecution of the work provided for in the Contract.

FAILURE TO PROVIDE PERFORMANCE/PAYMENT BONDS WHEN REQUIRED

In the event the Contractor fails to deliver to the City Purchasing Division the performance and payment bonds within 10 BUSINESS DAYS with the City, then the bid bond of the successful bidder shall be retained by City in its entirety, all work under the Contract shall be suspended, and City shall have the option of terminating the Contract. The remedies provided for under this provision shall not be construed to limit, waive, or otherwise abrogate any other remedy that the City shall be entitled to under other terms and conditions of the Contract.

Contract Terms & Conditions RFP No. 27-4019 - Page 10

Revised 7.2022

CITY OF GREENVILLE, SOUTH CAROLINA

CONTRACT TERMS & CONDITIONS

OWNERSHIP OF THE DOCUMENTS WHICH MAKE UP THE CONTRACT

The documents which make up the Contract, and each of them, as well as any other documents furnished by City, shall remain the property of City. Contractor shall have the right to keep one copy of the Contract upon 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 City’s prior written authorization.

REPRESENTATIONS OF CONTRACTOR

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

1. Contractor is fully qualified to act as the contractor for the Project and has, and shall maintain, any and all licenses, permits, or other authorizations required or necessary to act as the contractor for, and to perform, the Project, including any necessary business licenses;

2. Contractor has become familiar with the Project site and the local conditions under which the Project is to be performed and relied upon; and

3. Contractor has received and carefully examined all of the documents which make up the Contract, including, but not limited to, plans, specifications, drawings, and maps and has found them in all respects to be complete, accurate, adequate, consistent, coordinated and sufficient for construction of the Project.

INTENT AND INTERPRETATION

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

1. The Contract, together with Contractor's and surety's performance and payment bonds for the Project, if any, constitute the entire and exclusive agreements between the parties with reference to the Project, and the Contract supersedes any and all prior discussions, communications, representations, understandings, negotiations, or agreements. The Contract also supersedes any bid documents, except as expressly identified and incorporated by reference on the AIA Contract Form(s).

2. Anything that may be required, implied, or inferred by the documents which make up the Contract, or any one or more of them, shall be provided by Contractor for the Contract Price (as defined below).

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

4. When a word, term, or phrase is used in the 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.

5. The words “include”, “includes”, or “including”, as used in the Contract, shall be deemed to be followed by the phrase, “without limitation.”

RFP No. 27-4019 - Page 11

Revised 7.2022

6. The specification herein of any act, failure, refusal, omission, event, occurrence, or condition as constituting a material breach of the Contract shall not imply that any other, non-specified act, failure, refusal, omission, event, occurrence or condition shall be deemed not to constitute a material breach of the Contract.

7. Contractor shall have a continuing duty to read, examine, review, compare, and contrast each of the documents which make up the Contract, shop drawings, and other submittals and shall give written notice to the City 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 City, or the City’s architect, if any, 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 the Contract. City has prepared, or had prepared, the documents for the Project, including the plans and specifications for the Project, which are accurate, adequate, consistent, coordinated, and sufficient for construction. HOWEVER, CITY MAKES NO

REPRESENTATION OR WARRANTY OF ANY NATURE WHATSOEVER TO THE

CONTRACTOR CONCERNING SUCH DOCUMENTS, IF SUCH DOCUMENTS

HAVE BEEN PREPARED BY OTHER THAN CITY, BUT CONTRACTOR SHALL BE

ALLOWED TO RELY UPON SUCH DOCUMENTS TO THE SAME DEGREE AS

CITY. Contractor again hereby acknowledges and represents that it has received and carefully examined such documents, has found them to be complete, accurate, adequate, consistent, coordinated, and sufficient for construction, and Contractor has not, does not, and will not rely upon any representations or warranties by the City concerning such documents, as no such representations or warranties have been or are hereby made.

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

a. As between figures given on plans and scaled measurements, the figures shall govern;

b. As between large scale plans and small-scale plans, the large-scale plans shall govern;

c. As between plans and specifications, the requirements of the specifications shall govern; and

d. As between this document and the plans or specifications, this document shall govern.

CONTRACTOR’S PERFORMANCE

Contractor shall perform all of the work required, implied, or reasonably inferable from the Contract including, but not limited to, the following:

1. Construction of the Project in accordance with the time for performance set forth herein, and any and all other reasonably related services agreed to between the parties hereto or necessary to carry out the requirements herein, all as more particularly set out herein;

2. The furnishing of any required surety bonds and insurance;

3. The provision or furnishing, and prompt payment therefore, of labor, supervision, services, materials, supplies, equipment, fixtures, appliances, facilities, tools, transportation, storage, power, fuel, heat, light, cooling, or other utilities, required for construction and all

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Revised 7.2022 necessary building permits and other permits required for the construction of the Project;

and

4. If applicable, the creation and submission to the City of detailed and comprehensive as-built drawings depicting all as-built construction. Such as-built drawings shall be submitted to the City upon Final Completion of the Project and receipt of same by the City shall be a condition precedent to final payment to the Contractor.

INFORMATION AND MATERIAL SUPPLIED BY CITY

City shall furnish to Contractor, prior to the execution of the Contract, any and all written and tangible material in its possession concerning conditions below ground at the site of the Project, if applicable. Such written and tangible material is furnished to Contractor only in order to make complete disclosure of such material as being in the possession of City and for no other purpose.

By furnishing such material, City does not represent, warrant, or guarantee its accuracy either in whole, in part, implicitly or explicitly, or at all, and shall have no liability therefor. City shall also furnish, if appropriate, the legal description of the Project site and any required survey.

City shall obtain all required authorizations, approvals, easements, and the like, excluding the building permit or other permits or fees required of Contractor by the Contract or permits and fees customarily the responsibility of Contractor.

City will provide Contractor one copy of the complete Contract; provided, however, that in no event shall Contractor use, or permit to be used, any portion or all of such Contract on other projects without Owner’s prior written consent. Notwithstanding the foregoing, the documents which make up the Contract, as well as any other documents furnished by City, shall remain the property of City.

COMPENSATION; CONTRACT PAYMENTS

City shall pay, and the Contractor shall accept, as full and complete payment for the Contractor’s timely performance of its obligations hereunder the fixed price as submitted on the bid form for this Project or as listed on the AIA Contract Form(s). In the event that the fixed price on the bid form and the AIA Contract Form(s) differ, the fixed price on the AIA Contract Form(s) shall control. Such fixed price shall constitute the “Contract Price,” which shall not be modified except by change order as provided herein.

City shall pay the Contract Price to the Contractor in accordance with the procedures set forth in this section. On or before the 10th day of each month after commencement of performance, but no more frequently than once monthly, Contractor may submit a request for payment for the period ending the last day of the previous month (each, a “Payment Request”). Each Payment Request shall be in such format and include whatever supporting information as may be required by City.

Therein, Contractor may request payment for 90% of that part of the Contract Price allocable to Contract requirements properly provided, labor, materials, and equipment properly incorporated in the Project, and materials or equipment necessary for the Project and properly stored at the Project site (or elsewhere if offsite storage is approved in writing by City), less the total amount of previous payments received from City. Any payment on account of stored materials or equipment will be subject to Contractor providing written proof that City has title to such materials or equipment and that they are fully insured against loss or damage. Each Payment Request shall be signed by the Contractor and shall constitute Contractor’s representation that the quantity of

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Revised 7.2022 work has reached the level for which payment is requested, that the work properly installed or performed in strict compliance with the Contract, and that Contractor knows of no reason why payment should not be made as requested. Within 10 calendar days thereafter, City shall review the Payment Request and may also review the work at the Project site or elsewhere to determine whether the quantity and quality of the work is as represented in the Payment Request and is as required by the Contract, and shall approve in writing the amount which, in the good faith opinion of City, is properly owing to Contractor. City shall make payment to the Contractor within 30 calendar days following City’s written approval of each Payment Request. The amount of each such payment shall be the amount approved for payment by City less such amounts, if any, otherwise owing by Contractor to City or which City shall have the right to withhold as authorized by the Contract. City’s approval of Contractor’s Payment Requests shall not preclude City from the exercise of any of its rights to refuse to make payment or demand the return of amounts previously paid as set forth below. The submission by Contractor of a Payment Request also constitutes an affirmative representation and warranty that all work for which City has previously paid is free and clear of any lien, claim, or other encumbrance of any person whatsoever. As a condition precedent to payment, Contractor shall, if required by City, also furnish to City properly executed waivers of lien, in a form acceptable to City, from all subcontractors, materialmen, suppliers, or others having lien rights, wherein such subcontractors, materialmen, suppliers, or others having lien rights, shall acknowledge receipt of all sums due pursuant to all prior Payment Requests and waive and relinquish any liens, lien rights, or other claims relating to the Project site.

Furthermore, Contractor warrants and represents that, upon payment of the Payment Request submitted, title to all work included in such payment shall be vested in City.

When payment is received from City, Contractor shall immediately pay all subcontractors, materialmen, laborers, and suppliers the amounts they are due for the work covered by such payment. In the event City becomes informed that Contractor has not paid a subcontractor, materialman, laborer, or supplier as provided herein, City shall have the right, but not the duty, to issue future checks and payment to Contractor of amounts otherwise due hereunder naming Contractor and any such subcontractor, materialman, laborer, or supplier as joint payees. Such joint check procedure, if employed by City, shall create no rights in favor of any person or entity beyond the right of the named payees to payment of the check and shall not be deemed to commit City to repeat the procedure in the future.

Neither payment to Contractor, utilization of the Project for any purpose by City, nor any other act or omission by City shall be interpreted or construed as an acceptance of any work of Contractor not strictly in compliance with the Contract.

City shall have the right to refuse to make payment and, if necessary, may demand the return of a portion or the entire amount previously paid to Contractor due to:

1. The quality of a portion, or all, of Contractor's work not being in accordance with the requirements of the Contract;

2. The quantity of Contractor's work not being as represented in Contractor's Payment Request or otherwise;

3. Contractor's rate of progress being such that, in City's opinion, Substantial Completion or Final Completion, or both, may be inexcusably delayed;

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Revised 7.2022

4. Contractor's failure to use Contract funds previously paid by City to pay Contractor's Project-related obligations including, but not limited to, subcontractors, laborers, and material and equipment suppliers;

5. Claims made, or likely to be made, against City or its property;

6. Loss caused by Contractor; or

7. Contractor's failure or refusal to perform any of its obligations to City.

In the event that City makes written demand upon Contractor for amounts previously paid by City as contemplated above, Contractor shall promptly comply with such demand.

If, within 30 calendar days from the date payment to Contractor is due, City, without cause or basis hereunder, fails to pay the Contractor any amounts then due and payable to the Contractor, Contractor shall have the right to cease work until receipt of proper payment after first providing 10 days' written notice of its intent to cease work to the City.

When Substantial Completion has been achieved, Contractor shall notify City in writing and shall furnish to City a listing of those minor matters yet to be finished. City, or its designee, will thereupon conduct an inspection to confirm that the work is in fact substantially complete. Upon its confirmation that Contractor's work is substantially complete, City, or its designee, will confirm same in writing to the parties and will therein set forth the date of Substantial Completion. If City, or its designee, through its inspection, fails to find that Contractor's work is substantially complete, and is required to repeat all, or any portion, of its Substantial Completion inspection, Contractor shall bear the cost of such repeat inspection(s) which cost may be deducted by City from any payment then or thereafter due to Contractor. Guarantees and equipment warranties required by the Contract shall commence on the date of Substantial Completion. Upon Substantial Completion, City shall pay the Contractor an amount sufficient to increase total payments to Contractor to 95% of the Contract Price, less any amounts attributable to liquidated damages, together with all reasonable costs as determined by City for completing all incomplete work, correcting and bringing into conformance all defective and nonconforming work, and handling any outstanding or threatened claims.

When Final Completion has been achieved and Contractor is ready for a final inspection, it shall notify City thereof in writing. City, or its designee, will thereupon conduct an inspection to confirm that the work is in fact finally complete. Upon its confirmation that Contractor's work is finally complete, City, or its designee, will confirm the same in writing to the parties, setting forth the date of Final Completion, and will furnish a final approval for payment certifying that the Project is complete and that the Contractor is entitled to the remainder of the unpaid Contract Price, less any amount withheld pursuant to the Contract.