IFB 25-0002.pdf

CITY OF GALAX

IFB 25-0002

INVITATIONS FOR BIDS

LIBRARY FACILITIES ROOFING

August 20, 2024

NAME OF SOLICITING PUBLIC BODY

CITY OF GALAX

111 EAST GRAYSON STREET

GALAX, VA 24333

SUMMARY:

The City of Galax is seeking bids from qualified Contractors for the removal and replacement of the existing roofing on two separate buildings: the Vaughan Library (Old Library) located at 608 W Stuart Drive, Galax, VA 24333 and the Annex (located behind the Vaughan Building) at 601 W Oldtown St.

Galax, VA 24333. This includes the removal of the existing roofing shingles material, prepping roof for new installation, and installation of described materials listed herein in the Scope of Work section.

Bidders are encouraged to conduct an on-site inspection prior to bid submission. Inspections can be scheduled by contacting City of Galax staff. The City of Galax reserves the right to waive irregularities and to reject any and all bids.

BID DUE DATE AND TIME:

Sealed proposals will be received until September 3, 2024 at 2:00 PM for the Library Facilities Roofing.

Please check for updates prior to submitting a bid to ensure timely delivery to the City of Galax Municipal Building. It is the responsibility of the Bidder to check for additional updates prior to submission of bid.

Electronic submissions will not be accepted.

BIDS SHALL BE MAILED OR HAND DELIVERED TO:

City of Galax Attention: Derek Spraker 111 East Grayson Street Galax, VA 24333

QUESTIONS DUE DATE AND TIME:

Questions and Inquiries from bidders must be directed to: Derek Spraker, Procurement Specialist,

(276) 236-2131, or dspraker@galaxva.com and must be received by Thursday, August 29, 2024 at 2:00

PM.

mailto:dspraker@galaxva.com

TABLE OF CONTENTS

1. SCOPE OF WORK ……... ……………………………………………………………….……

2. SITE VISIT ………………………………………………………………………………………..4

3. INSTRUCTIONS TO BIDDERS …………………………………….. ……………………….…4

4. ACCEPTANCE OF PROPOSALS/AWARD OF CONTRACT ……………………………...…...6

4.1 Qualifications of Bidders ……………………………………………………………

4.2 Ethics in Public Contracting …………………………………………………………...…6

4.3 Withdrawal or Modification of Proposals …………………………………………….…..6

4.4 Receipt and Opening of Proposals ………………………………………………………..7

4.5 Basis of Award …. ………………………………………………………………….…….7

4.6 Award of Contract ………………………………………………………………….……..7

4.7 Contract Documents …………………………………………………………………..…..7

4.8 Work Authorization …………………………………………………………………….…7

5. REPORTING AND DELIVERY INSTRUCTIONS ………………………………………..….…8

6. GENERAL TERMS AND CONDITIONS …………………………………………………….….8

6.1 Definitions …………………………………………………………………………...……8

6.2 Laws, Regulations, and Courts …………………………………………………………...8

6.3 Taxes …………………………………………………………………………………..….8

6.4 Anti-Discrimination Statement by City ………………………………………………..…8

6.5 Anti-Discrimination Statement by Contractor ……………………………………………9

6.6 Immigration Reform and Control Act of 1986 …………………………………...………9

6.7 Drug-Free Workplace …………………………………………………………………….9

6.8 Authorization to Transact Business in the Commonwealth ……………………….….…10

6.9 Indemnification ……………………………………………………………………....….10

6.10 Insurance ……………………………………………………………………………...…10

6.11 Debarment Status …………………………………………………………………….….11

6.12 Payment ………………………………………………………………………………….11

6.13 Availability of Funds …………………………………………………………………….12

6.14 Assignment of Contract …………………………………………………………………12

6.15 Default ……………………………………………………………………………….….12

6.16 Changes to the Contract ………………………………………………………………

6.17 Termination of Contract …………………………………………………………………13

6.18 Contractual Disputes …………………………………………………………………….14

6.19 Audit …………………………………………………………………………………….15

6.20 Patents, Copyright and Trademark ………………………………………………………15

7. SPECIAL TERMS AND CONDITIONS ………………………………………………………..15

7.1 Use of Premises and Removal of Debris ………………………………………………..15

7.2 Protection of Persons and Property ………………………………………………….…..16

7.3 Work Site Damages ………………………………………………………………..….…17

7.4 Guarantee of Work – Warranty of Materials and Workmanship …………………….…..17

7.5 Testing and Inspection ………………………………………………………………..…18

1. SCOPE OF WORK

The City of Galax reserves the right to alter the Scope of Work for this project as deemed in the best interest of the City.

For each of the two buildings, the Contractor shall:

1. Replace existing shingles with 25-year architectural asphalt shingles

2. Use titanium roof underlayment or equivalent

3. Replace all drip edge

4. Replace all flashing material with new flashing material.

5. Repair damaged roof on cost and material basis

6. Match new roofing with existing color ensuring same lot number shingles are used throughout total project.

7. Police area to ensure all nails and debris are removed.

8. Remove all crating and debris from job site and dispose of properly.

9. Provide details of material used such as branding and manufacturer.

10. All goods and services to be warrantied.

2. SITE VISIT

Contractors are encouraged to schedule a site visit prior to bid submission. A site visit will provide greater perspective of the vision for this project and the goods/services that are needed. Visits can be scheduled through the Procurement Specialist at the contact information provided on Page 1.

3. INSTRUCTIONS TO BIDDERS

A. In order to be considered for selection, bidders must submit a completed bid form along with a completed City of Galax substitute W-9 Form.

B. Bids must be hand-delivered, delivered by recognized courier service such as UPS or FedEx, or mailed. No electronic submissions will be accepted for this solicitation.

C. All bids must be submitted in a sealed envelope and clearly marked as follows:

(Business/Contractor Name)

Sealed Bid City of Galax RFP #25-0002 Attention: Derek Spraker

Bid Opening: (Insert Date and Time as stated on Page 1 of this IFB, or as revised in any Addendum issued.)

DO NOT OPEN

If the proposal is not marked with the above information, the bidder takes the risk that the envelope may be inadvertently opened and the information compromised which may cause the proposal to be disqualified.

D. The General Contractor and Sub-Contractors shall be properly licensed and certified to perform work in Virginia and in the City of Galax. The Contractor shall submit a building permit application with all necessary information.

E. Proposals shall be signed by an authorized representative of the bidder. Bids by partnerships must furnish the full name of all partners and must be signed in the partnership name by one of the members of the partnership or any authorized representative, followed by the designation of the person signing. Bids by corporations must be signed with the legal name of the corporation followed by the signature and designation of the president, vice president, secretary, or other person authorized to bind it in the matter.

F. Proposals should be prepared simply and economically, providing a straightforward, concise description of capabilities to satisfy the requirements of the RFP. Emphasis should be placed on completeness and clarity of content.

G. Ownership of all data, materials, and documentation originated and prepared for the City pursuant to the RFP shall belong exclusively to the City of Galax and be subject to public inspection in accordance with the Virginia Freedom of Information Act. Trade secrets or proprietary information submitted by a bidder shall not be subject to public disclosure under the Virginia Freedom of Information Act; however, the bidder must invoke the protections of § 2.2-4342F of the Code of Virginia, in writing, either before or at the time the data or other material is submitted. The written notice must specifically identify the data or materials to be protected and state the reasons why protection is necessary. The proprietary or trade secret material submitted must be identified by some distinct method such as highlighting or underlining and must indicate only the specific words, figures, or paragraphs that constitute trade secret or proprietary information. The classification of an entire proposal document, line-item prices, and/or total proposal prices as proprietary or trade secrets is not acceptable and may result in the rejection of the proposal.

H. All proposals must be received at the City of Galax Municipal Building at 111 E Grayson St. Galax, VA 24333 by July 29,2024 at 2:00 PM. Any proposals received after the announced time and date for submittal, whether by mail or otherwise, will be rejected. The time of receipt shall be determined solely by the City of Galax.

The City is not responsible for any delay in delivery by USPS, UPS, FedEx or other delivery services. It is the responsibility of the bidder to see that proposals are received on time and in the proper location.

I. The Bidder shall be fully responsible for all costs incurred in the development and submission of the proposal. It is the responsibility of the bidder to ensure that their proposals reach the appropriate office prior to the closing time on the proposal.

J. The Bidder shall provide specific plans for providing the proposed goods/services including:

- What and how the service will be performed.

- Any special equipment needed to deliver the equipment as specified.

- Time frame for completion and lead time for materials.

- Total Price

K. All information requested should be submitted. Failure to submit all information requested may result in the City requiring prompt submission of missing information and/or giving lowered evaluation of the proposal. Proposals which are substantially incomplete or lack key information may be rejected.

4. ACCEPTANCE OF PROPOSALS /AWARD OF CONTRACT

4.1 Qualifications of Bidders

The Bidder shall have the following qualifications in order to be considered:

• Have and maintain the proper licenses through the Department of Professional and Occupational Regulations, be properly insured, and any other necessary license/certification for the work to be performed. The Bidder shall provide any/all documentation as proof of their qualifications, licenses, and insurance.

• Have satisfactory, relevant work experience of similar size and complexity or larger in the past two years.

During the evaluation process, the City of Galax may make such reasonable investigations as deemed proper and necessary to determine the ability of the Bidder(s) to perform the services/furnish the goods and the Bidder(s) shall furnish to the City all such information and data for this purpose as may be requested. The City reserves the right to reject any proposal if the evidence submitted by, or investigations of, such Bidder fails to satisfy the City that such Bidder is properly qualified to carry out the obligations of the contract and to provide the services and/or furnish the goods contemplated therein.

4.2 Ethics in Public Contracting

By submitting their proposal, Bidders certify that their proposal is made without collusion or fraud and that they have not offered or received any kickbacks or inducements from any other Bidders, supplier, manufacturer or subcontractor in connection with their proposal, and that they have not conferred on any public employee having official responsibility for this procurement transaction any payment, loan, subscription, advance, deposit of money, services or anything of more than nominal value, present or promised unless consideration of substantially equal or greater value was exchanged.

The Bidder shall identify any actual or potential conflicts of interest that exist, or which may arise if the Bidder is recommended for award, and propose how such conflicts might be resolved.

By his/her signature on the proposal documents submitted, each Bidder attests that his/her agents and/or employees, to the best of his/her knowledge and belief, have not in any way colluded with anyone for and on behalf of the Bidder, or themselves, to obtain information that would give the Bidder an unfair advantage over others, nor has he/she colluded with anyone for and on behalf of the Bidder, or itself, to gain any favoritism in the award of this solicitation.

4.3 Withdrawal or Modification of Proposals

Proposals may be withdrawn or modified by written notice received from Bidders prior to the deadline fixed for proposal receipt. The withdrawal or modifications may be made by the person signing the proposal or by an individual(s) who is authorized by him/her on the face of the proposal. Written modifications may be made on a separate document. Written modifications must be signed by the person making the modification or withdrawal.

4.4 Receipt and Opening of Proposals

• It is the responsibility of the Bidder to assure that his/her proposal is delivered to the place designated for receipt of proposals and prior to the time set for receipt of proposals. Proposals received after the time designated for receipt of proposals will not be considered or opened.

• The provisions of § 2.2-4342 of the Code of Virginia, as amended, shall be applicable to the inspection of proposals received.

• In the event that the City of Galax offices are closed due to inclement weather and/or emergency situations prior to or at the time set aside for the receipt of proposals, the receipt of proposals date will default to the next open business day at the same time.

4.5 Basis of Award

The award of a contract resulting from the Invitation for Bid shall be based on the following criteria:

PRICE – The bids will be evaluated and contract award will be made to the lowest responsive and responsible Bidder. Contract award will be based on the Total Bid Price, as stated on the Bid Form.

NOTE: In case of arithmetic errors, the unit price will govern. The City of Galax reserves the right to reject any and all bids in whole or in part and to waive any informalities prior to making an award.

The City of Galax reserves the right to cancel or reject any or all proposals, to waive any informalities in any proposal received and to negotiate and award a contract deemed to be in the City’s best interest. It is not required to furnish a statement of the reasons why a particular proposal was not deemed to be the most advantageous (Code of Virginia, §2.2-4359D)

4.6 Award of Contract

Selection shall be made and the City shall select the lowest responsive and responsible Bidder in accordance with Section 2.2-4302.1 of the Code of Virginia. The City may cancel this Invitation for Bids or reject proposals any time prior to the award. Should the City determine in writing and in its sole discretion that only one bidder is fully qualified, or that one bidder is clearly more highly qualified than the others under consideration, a contract may be negotiated and awarded to that bidder.

4.7 Contract Documents

The contract entered into by the parties shall consist of the Invitation for Bids, the proposal submitted by the Contractor; Bids Forms; all Terms and Conditions, the specifications; the scope of work; and all modifications and addenda to the foregoing documents, all of which shall be referred to collectively as Contract Documents. All time limits stated in the Contract Documents, including but not limited to the time for completion of the work, are of the essence of the contract.

4.8 Work Authorization

No work shall be performed under this contract until the Contractor has been contacted by the Procurement Specialist, Construction and Maintenance Coordinator, or such person(s) as authorized by the City. Any and all work performed without such approval shall be considered to be unauthorized work, will not be compensated for, and may be considered to be unauthorized work, will not be compensated for, and may be considered founds for cancellation of contract.

5. REPORTING AND DELIVERY INSTRUCTIONS

Once a contract has been awarded, all communication, and documentation for the project shall be directed to: Larry Bouchard, Construction and Maintenance Coordinator, City of Galax, lbouchard@galaxva.com, 276-236-2131.

6. GENERAL TERMS AND CONDITIONS

6.1 Definitions

1. Contractor - The successful Bidder who enters into a contract with City of Galax to provide the goods or services as specified herein as an independent contractor and not as an agent or employee of the City.

2. City - Wherever the word "City" appears, it shall be understood to mean the City of Galax Government.

3. Bidder - One who submits a competitively priced offer in response to a Invitation for Bids (IFB).

4. Informality - A minor defect or variation in a bid or proposal from the exact requirements of the Request for Proposal, which does not affect the price, quality, quantity or delivery schedule for the goods, services or construction being procured.

6.2 Laws, Regulations, and Courts

A. This procurement is governed by the Virginia Public Procurement Act and the City of Galax Purchasing Policies and Procedures.

B. The Contractor shall comply with all federal, state and local laws, ordinances, rules, regulations, and lawful orders of any public authority bearing on the performance of the work and shall give all notices required thereby.

C. All solicitations or contracts issued by City of Galax shall be governed by the laws of the Commonwealth of Virginia. Jurisdiction and venue for any litigation arising out of or involving this agreement shall lie in the Circuit Courts for the Counties of Carroll and Grayson and the General District Court of the City of Galax and such litigation shall be brought only in such courts. The City and the Contractor are encouraged to resolve any issues in controversy arising from contractual dispute using Alternative Dispute Resolution (ADR) procedures (Code of Virginia, § 2.2-4366).

6.3 Taxes

Pursuant to Virginia Code Section 58.1-609.1(4), the city is exempt from the payment of Virginia state sales and use taxes. Vendors should not include such taxes in invoices presented to the City for payment.

State sales and use tax certificates of exemption, Form ST-12, will be issued upon request.

6.4 Anti-Discrimination Statement by City

The City certifies that it shall not discriminate against any bidder, bidder or contractor because of race, religion, color, sex, sexual orientation, gender identity, national origin, age, disability, status as a service disabled veteran, faith-based organizational status, any other basis prohibited by state law relating to discrimination in employment or because the bidder or bidder employs ex-offenders unless the City has made a written determination that employing ex-offenders on the specific contract is not in its best interest. If Contractor is a faith-based organization, the organization shall not discriminate against any mailto:lbouchard@galaxva.com recipient of goods, services, or disbursements made pursuant to the contract on the basis of the recipient's religion, religious belief, refusal to participate in a religious practice, or on the basis of race, age, color, gender or national origin and shall be subject to the same rules as other organizations that contract with public bodies to account for the use of the funds provided; however, if the faith-based organization segregates public funds into separate accounts, only the accounts and programs funded with public funds shall be subject to audit by the public body. (Code of Virginia, § 2.2-4343.1E).

6.5 Anti-Discrimination Statement by Contractor

A. During the performance of the contract, the Contractor agrees to the following provisions.

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

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

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

B. The Contractor also agrees to include the provisions in every subcontract or purchase order over $10,000, so that the provisions will be binding upon each subcontractor or Contractor.

6.6 Immigration Reform and Control Act of 1986

Contractor certifies that it does not and will not during the performance of the contract knowingly employee unauthorized alien workers or otherwise violate the provisions of the Federal Immigration Reform and Control Act of 1986.

6.7 Drug-Free Workplace

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

For the purposes of this section, “drug-free workplace” means a site for the performance of work done in connection with a specific contract awarded to a Contractor, the employees of whom are prohibited from engaging in the unlawful manufacture, sale, distribution, dispensation, possession or use of any controlled substance or marijuana during the performance of the contract.

6.8 Authorization to Transact Business in the Commonwealth

In order to contract with City of Galax, contractors organized as a stock or nonstock corporation, limited liability company, business trust, or limited partnership or registered as a registered limited liability partnership shall be authorized to transact business in the Commonwealth as a domestic or foreign business entity if so required by Code of Virginia, Title 13.1 or Title 50 or as otherwise required by law.

Pursuant to competitive negotiation, a bidder organized or authorized to transact business in the Commonwealth pursuant to Title 13.1 or Title 50 shall include in its proposal the identification number issued to it by the State Corporation Commission. Any bidder that is not required to be authorized to transact business in the Commonwealth as a foreign business entity under Title 13.1 or Title 50 or as otherwise required by law shall include in its proposal a statement describing why the bidder is not required to be so authorized. Any bidder that fails to provide the required information shall not be awarded a contract unless a waiver of this requirement is granted by the City Manager. Any business entity as described above that enters into a contract with a public body pursuant to the Virginia Public Procurement Act shall not allow its existence to lapse or its certificate of authority or registration to transact business in the Commonwealth to be revoked or cancelled at any time during the contract. The City of Galax may void any contract with a business entity if that entity fails to remain in compliance with the provisions of this section.

6.9 Indemnification

Contractor agrees to indemnify, defend and hold harmless the City of Galax, Virginia and their officers, agents, and employees from any claims, damages and actions of any kind or nature, whether at law or in equity, arising from or caused by the use of any materials, goods, or equipment of any kind or nature furnished by the Contractor or any services of any kind or nature furnished by the Contractor, or any injuries suffered as a result of the negligence of Contractor, contractors employees or agents, or any party for whom the Contractor is responsible provided that such liability is not attributable to the sole negligence of the City or failure of the City to use the materials, goods, infrastructure or equipment in the manner already and permanently described by the Contractor on the materials, goods, infrastructure or equipment delivered.

6.10 Insurance

Contractor certifies that it will have the following insurance coverage at the time the contract is awarded.

If any subcontractors are involved, the subcontractor will have workers’ compensation insurance in accordance with §§ 2.2-4332 and 65.2-800 et seq. of the Code of Virginia. Contractor further certifies that the Contractor and any subcontractors will maintain this insurance coverage during the entire term of the contract and that all insurance coverage will be provided by insurance companies authorized to sell insurance in Virginia by the Virginia State Corporation Commission. Subcontractors, if any, will maintain similar insurance coverage during the entire term of the contract.

Minimum Insurance Coverage and Limits Required:

a. Workers’ Compensation - Statutory requirements and benefits. Coverage is compulsory for employers of three or more employees, to include the employer. Contractors who fail to notify the City of increases in the number of employees that change their workers’ compensation requirements under the Code of Virginia during the course of the contract shall be in noncompliance with the contract.

b. Employer’s Liability - $100,000.

c. Commercial General Liability - $1,000,000 per occurrence and $2,000,000 in the aggregate.

Commercial General Liability is to include bodily injury and property damage, personal injury and advertising injury, products and completed operations coverage. The “City of Galax, Virginia, its Officers, agents, and employees” shall be added as additional insured on a primary basis and so endorsed on the policy. Such additional insured status shall be primary without participation by City’s insurers. Such policies shall cover Contractor’s indemnity obligations contained in this solicitation.

d. Automobile Liability - $1,000,000 combined single limit.

e. Professional Liability (when applicable to the goods or services procured) - $1,000,000 per occurrence.

6.11 Debarment Status

The Contractor certifies that it is not currently debarred from submitting proposals or bids on contracts by any department, agency or political subdivision of (i) the Commonwealth of Virginia, (ii) any other state, or (iii) the federal government, nor is it an agent of any person or entity that is currently debarred from submitting bids or proposals on contracts by the same.

6.12 Payment

A. Contract shall provide the City with a complete and accurate City of Galax Substitute W-9 form.

B. Invoices for products/services ordered, delivered, and accepted shall be submitted by the Contractor to City of Galax via email to dspraker@galaxva.com or via postal mail to 111 E Grayson St, Galax, VA 24333.

C. Unless otherwise specified, any payment terms requiring payment in less than 30 days will be regarded as requiring payment 30 days after correct invoice or delivery, whichever occurs last. This shall not affect offers of discounts for payment in less than 30 days, however.

D. Unless otherwise provided under the terms of the contract, interest shall accrue at the rate of one percent (1%) per month.

E. Date of payment is deemed to be (1) the date of postmark in all cases where payment is made by mail, or (2) the date of offset when offset proceedings have been instituted as authorized under the Virginia Debt Collection Act.

F. Unreasonable charges. Under certain emergency procurements and for most time and material purchases, final job costs cannot be accurately determined at the time orders are placed. In such cases, contractors should be put on notice that final payment in full is contingent on a determination of reasonableness with respect to all invoiced charges. Charges which appear to be unreasonable will be researched and challenged, and that portion of the invoice held in abeyance until a settlement can be reached. Upon determining that invoiced charges are not reasonable, the city shall promptly notify the contractor, in writing, as to those charges which it considers unreasonable and the basis for the determination. A contractor may not institute legal action unless a settlement cannot be reached within thirty (30) days of notification. The provisions of this section do not relieve the city of its prompt payment obligations with respect to those charges which are not in dispute (Code of Virginia, § 2.2-4363).

G. The contractor is obligated to: (1) pay the subcontractor(s) within seven (7) days of the contractor’s receipt of payment from the city for the proportionate share of the payment received for work performed by the subcontractor(s) under the contract; or (2) notify the city and the subcontractor(s) within seven mailto:dspraker@galaxva.com days, in writing of the contractor’s intention to withhold all or a part of the subcontractor’s payment with the reason for nonpayment.

H. The contractor is obligated to pay the subcontractor(s) interest at the rate of one percent (1%) per month on all amounts owed by the contractor that remain unpaid after seven days following receipt by the contractor of payments from the city, except for amounts withheld as states in section g above.

I. These provisions apply to each sub-tier contractor performing under the primary contractor. A contractor’s obligation to pay an interest charge to a subcontractor shall not be construed to be an obligation of the City. A contract modification shall not be made for the purpose of providing reimbursement for the interest charge. A cost reimbursement claim shall not include any amount for reimbursement for the interest charge.

6.13 Availability of Funds

It is understood and agreed between the parties that the City shall be bound hereunder only to the extent of the funds available, or which may hereafter become available. The contract will be contingent upon annual appropriations by the City of Galax City Council. Failure of the City Council to appropriate adequate funds for the terms of the contract shall result in the immediate cancellation of the contract.

There shall be no penalty should the Board fail to make annual appropriations for the contract.

6.14 Assignment of Contract

A contract shall not be assignable by the Contractor in whole or in part without the written consent of the City.

6.15 Default

It shall be the Contractor’s responsibility to make sure that all work is adequately completed as required.

In case of failure to deliver goods or services in accordance with the contract terms and conditions, the City, after five (5) days have passed from the date of delivery of written notice, may procure them from other sources and hold the Contractor responsible for any resulting additional purchase and administrative costs. This remedy shall be in addition to any other remedies which the City may have.

6.16 Changes to the Contract

All contract modifications must be approved by the City Manager or his designee. The City will not assume responsibility for the cost of any changes made without proper consent. No fixed-price contract may be increased by more than twenty-five percent (25%) or $50,000, whichever is greater, without advance approval of the City of Galax City Council.

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

A. The parties may agree in writing to modify the terms, conditions, or scope of the contract. Any additional goods or services to be provided shall be of a sort that is ancillary to the contract goods or services, or within the same broad product or service categories as were included in the contract award.

Any increase or decrease in the price of the contract resulting from such modification shall be agreed to by the parties as a part of their written agreement to modify the scope of the contract.

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

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

ii. By agreeing upon a unit price or using a unit price set forth in the contract, if the work to be done can be expressed in units, and the Contractor accounts for the number of units of work performed, subject to the City’s right to audit the Contractor’s records and/or to determine the correct number of units independently; or

iii. By ordering the Contractor to proceed with the work and keep a record of all costs incurred and savings realized. A markup for overhead and profit may be allowed if provided by the contract. The same markup shall be used for determining a decrease in price as the result of savings realized. The Contractor shall present the City with all vouchers and records of expenses incurred and savings realized. The City shall have the right to audit the records of the Contractor as it deems necessary to determine costs or savings. Any claim for an adjustment in price under this provision must be asserted by written notice to the City within thirty (30) days from the date of receipt of the written order from the City. Neither the existence of a claim nor a dispute resolution process, litigation or any other provision of this contract shall excuse the Contractor from promptly complying with the changes ordered by the City or with performance of the contract generally

6.17 Termination of Contract

A. Termination for Cause.

i. If the Contractor should be adjudged as bankrupt, or if he should make a general assignment for the benefit of his creditors, or if a receiver should be appointed on account of his insolvency, the City may terminate the contract. If Contractor violates any provision of the Virginia Governmental Fraud Act, the City may terminate the contract. If the Contractor should persistently or repeatedly refuse or should fail, except in cases for which extension of time is provided, to supply enough properly skilled workmen or proper materials, or if he should fail to make prompt payment to subcontractors or suppliers of material or labor, or persistently disregards laws, ordinances, or the written instructions of the City, or otherwise be guilty of a substantial violation of any provision of the contract, then the City may terminate the contract.

The City retains the sole discretion to determine any violation of this section.

ii. Prior to termination of the contract, the City shall give the Contractor ten (10) calendar days written notice, during which the Contractor and/or his surety may rectify the cause of the termination. If rectified to the satisfaction of the City within said ten (10) days, the City may rescind its notice of termination. If it does not, the termination for cause shall become effective at the end of the ten-day (10) notice period. In the alternative, the City may postpone the effective date of the termination notice, at its sole discretion, if it should receive reassurances from the Contractor and/or its surety that the causes of termination will be remedied in a time and manner which the City finds acceptable. If at any time more than ten (10) days after the notice of termination, the City determines that Contractor and/or its surety has not or is not likely to rectify the causes of termination in an acceptable manner or within the time allowed, then the City may immediately terminate the contract for cause by giving written notice to the Contractor and its surety. This decision shall be final and not subject to an appeal to any court of law or equity. In no event shall termination for cause terminate the obligations of the Contractor’s surety on its payment and performance bonds.

iii. Notice of terminations, whether initial or given after a period of postponement, may be served upon the Contractor and the surety by mail or any other means at their last known places of business in Virginia or elsewhere, by delivery to any officer or management/supervisory employee of either wherever they may be found, or, if no such officer, employee or place of business is known or can be found by reasonable inquiry within three (3) days, by posting the notice at the job site. Failure to accept or pick up registered or certified mail addressed to the last known address shall be deemed to be delivery.

iv. Upon termination of the contract, the City shall take possession of its property and of all materials, tools, and appliances thereon and finish the work by whatever method the City may deem expedient. In such case, the Contractor shall not be entitled to receive any further payment. If the expense of finishing the work, including compensation for additional managerial and administrative services shall exceed the unpaid balance of the contract price, the Contractor shall pay the difference to the City, together with any other expenses of terminating the contract and having it completed by others.

v. Termination of the contract under this section is without prejudice to any other right or remedy of the City of Galax.

B. Termination for Convenience

i. City of Galax may terminate this contract at any time without cause, in whole or in part, upon giving the Contractor notice of such termination. Upon such termination, the Contractor shall immediately cease work and remove from the project site all of its labor forces and such of its materials as City elects not to purchase or to assume in the manner hereinafter provided. Upon such termination, the Contractor shall take such steps as City may require to assign to the City the Contractor’s interest in all subcontracts and purchase orders designated by the City. After all such steps have been taken to the City’s satisfaction, the Contractor shall receive as full compensation for termination and assignment the following:

• All amounts then otherwise due under the terms of this contract as of the latest request for payment,

• Amounts due for work performed subsequent to the latest request for payment through the date of termination, and

• Reasonable compensation for the actual cost of demobilization incurred by the Contractor as a direct result of such termination. The Contractor shall not be entitled to any compensation for lost profits or for any other type of contractual compensation or damage other than those provided by the preceding sentence. Upon payment of the forgoing, City shall have no further obligations to the Contractor of any nature.

ii. In no event shall termination for the convenience of the City terminate the obligations of the Contractor’s surety on its payment and performance bonds.

6.18 Contractual Disputes

A. Contractual claims or disputes by Contractor, whether for money or other relief, except for claims or disputes exempted by law from the procedure set forth herein, shall be submitted in writing no later than sixty (60) days after the event giving rise to such claim; provided, however, that Contractor shall give the City written notice of its intention to file a claim or dispute within fifteen (15) days after the occurrence upon which the claim or dispute shall be based. Any written notice of Contractor's intention to file such a claim or dispute need not detail the amount of the claim, but shall state the facts and/or issues relating to the claim in sufficient detail to identify the claim, together with its character and scope. Whether or not Contractor files such written notice, Contractor shall proceed with the work as directed. If Contractor fails to make its claim or dispute, or fails to give notice of its intention to do so as provided herein, then such claim or dispute shall be deemed forfeited.

B. The City, upon receipt of a detailed claim, may at any time render its decision and shall render such decision within one hundred twenty (120) days of final payment. Each such decision rendered shall be forwarded to the Contractor by written notice.

C. If the Contractor disagrees with the decision of the City concerning any pending claim, the Contractor shall promptly notify the City by written notice that the Contractor is proceeding with the work under protest. Any claim not resolved, whether by failure of the Contractor to accept the decision of the City or under a written notice of Contractor's intention to file a claim or a detailed claim not acted upon by the governing body of the City, shall be specifically exempt by the Contractor from payment request, whether progress or final. Pendency of claims shall not delay payment of amounts agreed due in the final payment.

The decision on contractual claims by the governing body of the City shall be final and conclusive unless the Contractor appeals within six months of the date of the final decision on the claim by instituting legal action in the appropriate circuit court. Any clause contained in any Seller proposal conflicting with this procedure is hereby revoked and repealed. Binding arbitration shall not be required by either party as a dispute resolution procedure.

6.19 Audit

The contractor shall retain all books, records, and other documents relative to this contract for five (5) years after final payment from the City, or until audited by the City, whichever is sooner. The agency, its authorized agents, and/or state auditors shall have full access to and the right to examine any of said materials during said period.

6.20 Patents, Copyright and Trademark

The Contractor shall obtain all licenses necessary to use any invention, article, appliance, process, or technique of whatever kind and shall pay all royalties and license fees. The Contractor shall indemnify, defend, hold and save harmless the City, its officers, agents, and employees, from any loss or liability for or on account of such infringement.

7. SPECIAL TERMS AND CONDITIONS

7.1 Use of Premises and Removal of Debris

7.1.1. The Contractor shall:

(1) Perform his contract in such a manner as not to interrupt or interfere with the operation of any existing activity on the premises or with the work of any Contractor;

(2) Store his apparatus, materials, supplies, and equipment in such orderly fashion at the site of the work as will not unduly interfere with the progress of his work or the work of any other contractor; and

(3) Place upon the work or any part thereof only such loads as are consistent with the safety of that portion of the work.

7.1.2. The Contractor expressly undertakes, either directly or through his subcontractor(s), to effect all cutting, filling, or patching of his work required to make the same conform to the drawings and specifications, and, except with the consent of the City, not to cut or otherwise alter the work of any other contractor. The Contractor shall not damage or endanger any portion of the work or premises, including existing improvements, unless called for by the contract.

7.1.3. The Contractor expressly undertakes, either directly or through his subcontractor(s), to clean up frequently all refuse, rubbish, scrap materials, and debris caused by his operations, to the end that at all times the site of the work shall present a neat, orderly, and workmanlike appearance. No such refuse, rubbish, scrap material, and debris shall be left within the completed work nor buried on the construction site, but shall be removed from the site and properly disposed of in a licensed landfill or otherwise as required by law.

7.1.4 The Contractor expressly undertakes, either directly or through his subcontractor(s), before final payment, to remove all surplus material, false work, temporary structures, including foundations thereof, plants of any description and debris of every nature resulting from his operations and to put the site in a neat, orderly condition. If a Contractor fails to clean up at the completion of the work, the City may do so and charge for costs thereof to the Contractor.

7.1.5. During and at completion of the work, the Contractor shall prevent site soil erosion, the runoff of silt and/or debris carrying water from the site, and the blowing of debris off the site in accordance with the applicable requirements and standards of the Virginia Erosion and Sediment Control Handbook, latest edition, and of the Contract Documents.

7.1.6. The Contractor shall not operate or disturb the setting of any valves, switches or electrical equipment on the service lines, if any, except by proper previous arrangement with the City. The Contractor shall give ample advance notice of the need for cut-offs which will be scheduled at the convenience of the City.

7.2. Protection of Persons and Property

7.2.1. The Contractor expressly undertakes, both directly and through its subcontractor(s), to take every precaution at all times for the protection of persons and property which may come on the construction site or be affected by the Contractor’s operation in connection with the work.

7.2.2. The Contractor shall be solely responsible for initiating, maintaining, and supervising all safety precautions and programs in connection with the work.

7.2.3. The provisions of all rules and regulations governing safety as adopted by the Safety Codes Commission of the Commonwealth of Virginia, VDOT, and as issued by the Department of Labor and Industry under Title 40.1 of the Code of Virginia shall apply to all work under this contract.

7.2.4. The Contractor shall continuously maintain adequate protection of all his work from damage and shall protect the City’s property from injury or loss arising in connection with this contract. He/She shall make good any such damage, injury, or loss, except such as may be directly due to errors in the Contract Documents or caused by agents or employees of the City. He/She shall adequately protect adjacent property to prevent any damage to it or loss of use and enjoyment by its owner(s). He/She shall provide and maintain all passageways, guard fences, lights, and other facilities for protection required by public authority, local conditions, any of the Contract Documents or erected for the fulfillment of his obligations for the protection of persons and property. The Contractor shall be solely responsible for any loss of material resulting from theft, malfeasance, employee sabotage or other criminal acts.

7.2.5. In an emergency affecting the safety or life of persons or of the work, or of the adjoining property, the Contractor, without special instruction or authorization from the City, shall act, at his discretion, to prevent such threatened loss or injury. Also, should he, to prevent threatened loss or injury, be instructed or authorized to act by the City, he shall so act immediately, without appeal. Any additional compensation or extension of time claimed by the Contractor on account of any emergency work shall be determined as provided by the Terms and Conditions.

7.3. Work Site Damages

Any damage to existing utilities, equipment, finished surfaces, or property resulting from the performance of this contract shall be repaired to the City’s satisfaction at the Contractor’s expense and the Contractor shall indemnify and hold the City harmless of any action resulting from such damage to the existing utilities, equipment, finished surfaces or property.

7.4. Guarantee of Work – Warranty of Materials and Workmanship

7.4.1. Except as otherwise specified, all work shall be guaranteed by the Contractor against defects resulting from the use of inferior materials, equipment, installation or workmanship for one (1) year from the date of final acceptance of the entire project by the City in writing. Should any defect be noted by the City, the City will notify the Contractor of such defect or non-conformance. Notification will state either

(1) that the Contractor shall replace or correct the deficiency, or (2) the City does not require replacement or correction, but an equitable adjustment to the contract price will be determined by the City and shall be binding upon the Contractor. If the Contractor is required to correct or replace the deficiency, it shall be at no cost to the City and shall be subject to all provisions of this clause to the same extent as materials/work initially delivered/completed. If the Contractor fails or refuses to replace or correct the deficiency, the City may have the materials/work corrected or replaced with similar items and charge the Contractor the costs occasioned thereby or obtain an equitable adjustment in the contract price as determined by the City.

7.4.2. The Contractor warrants that, unless otherwise specified, all materials and equipment incorporated in the work under the contract shall be new, in first class condition, and in accordance with the Contract Documents. The Contractor further warrants that all workmanship shall be of the highest quality and in accordance with Contract Documents and shall be performed by persons qualified at their respective trades.

7.4.3. Work not conforming to these warranties shall be considered defective.

7.4.4. This warranty of materials…