Lee County Chill 2 Bid Package.pdf

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A Chiller 2 Replacement for the Lee County Courthouse and Jail Lee County Bid Number 4262-03-26

TABLE OF CONTENTS

Section

Board of Commissioners ........................................................................................................ I-2 Advertisement for Bids …………………………………………………………………………………….I-3 Instructions to Bidders ………………………………………………………………………...I-4 to I-5 Bid Form …………………………………………………………………………………..BF-1 to BF-2 Sample Contract Agreement ……………………………………………………………………….....C-1 to C-4 Performance Bonds …………………………………………………………………………P-1 to P-6 General Conditions of the Contract for Construction ......................................................... 1 to 40

Dispute Resolution …………………………………………………………………………D-1 to D-6 Division 1 – Section A – General Conditions ……………………………………………………..A-1 Division 1 – Section B – Supplementary Conditions ……………………………………..B-1 to B-4 Section 15200 – Chiller Replacement ………………………………………….15200-1 to 15200-10 New Vendor Application......................................................................................................1 to 5

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LEE COUNTY GOVERNMENT

SANFORD, NORTH CAROLINA

BOARD OF COMMISSIONERS

Kirk D. Smith, Chairman – District 2

Robert T. Reives – District 1 Dr. Andre Knecht, Vice-Chairman – District 3

Cameron Sharpe – At Large

Taylor Vorbeck – District 4

Mark Lovick – At Large

Samantha Martin – At Large

GENERAL SERVICES

Ryan Faulk, Director

Ronnie Lee, Operations Superintendent

Nancy Veroni, Administrator

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ADVERTISEMENT FOR BIDS

Lee County is accepting proposals for replacing the existing chiller 2 at the Lee County Courthouse and Jail located at 1400 S. Horner Blvd, Sanford, NC 27330.

The scope of work includes all labor, materials, supervision, overhead & profit, insurance, permits, inspections, taxes, and all other items necessary for successful completion of the project.

Sealed Bids will be accepted by the Lee County Finance Office until 10:00 AM, October 29, 2025, at which time they will be publicly opened and read. Please note that two complete bid packages must be submitted. If only one bid package is submitted, the bid will be rejected. Both bid packages may be in one envelope. Please note that digital submissions are not allowed. Bids should be labeled with bid name and number and mailed or hand delivered to:

Attn: Purchasing Agent Lee County Government of North Carolina 115 Chatham Street, Suite 301 Sanford, NC 27330

A mandatory pre-bid meeting for interested contractors will be held onsite October 8, 2025, at 10:00 AM. We will meet in the brick courtyard between the old and new courthouses. Attendance at the pre-bid meeting is mandatory. Any bid received by a contractor not on the attendance sheet for the pre-bid meeting will be rejected.

Printed bid documents can be obtained from Lee County General Services, 805 S. Fifth St., Sanford, NC 27330, Phone: (919) 718-4622, Email: Ryan Faulk (rfaulk@leecountync.gov), during normal operating hours of 7 AM and 4 PM, Monday through Friday, or from the County website at www.leecountync.gov.

The County reserves the right to reject any or all bids, any part of a bid, and to waive informalities and technicalities in the bidding procedure. Bids must remain subject to acceptance and valid for thirty (30) days from the date of opening.

Lee County is an equal opportunity employer and services provider. Lee County specifically encourages small, minority, and women-owned businesses to submit bids.

mailto:rfaulk@leecountync.gov http://www.leecountync.gov/

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INSTRUCTIONS TO BIDDERS

1. A mandatory pre-bid meeting for interested contractors will be held at the Lee County Courthouse and Jail located at 1400 S. Horner Blvd., Sanford, NC 27330 on October 8, 2025, at 10:00 AM. Attendance at the pre-bid meeting is mandatory. Any bid received by a contractor not on the attendance sheet for the pre-bid meeting will be rejected.

2. Each bidder must submit a proposal on the Bid Form herein provided. The bidder shall sign his bid correctly and bids may be rejected if they show any omissions, alterations of form, additions not called for, conditional bids or irregularities of any kind. The County reserves the right to waive any irregularities.

3. The names of a certain brand, make or definite specification/s denote quality standard in the article desired, but do not restrict bidders to the specific brand, make or manufacturer names.

They are meant to convey to prospective bidders the general style, type, character, and quality of the article desired.

4. The contract will be awarded to the lowest responsible bidder taking into consideration quality, performance and the time specified in the proposals for the performance of the contract.

5. Do not include sales tax in your bid.

6. The bidder must abide by all State, Local and Federal rules and regulations. Any required permits will be provided to the Owner before work on the project begins.

7. The Contractor is responsible for protecting all existing facilities and/or properties. Damage to existing facilities and/or properties will be repaired at the Contractor’s expense.

8. The disposal of all waste generated by this project is the responsibility of the Contractor and must be disposed according to all Federal, State and local rules and regulations.

9. The date of “commencement of work” shall be deemed to be five (5) days after mailing of the written Notice to Commence Work to the Contractor.

10. Full payment will be made when the project is complete with specific terms to be negotiated in the contract with the chosen bidder. No Change Orders will be accepted for this project and any reference to Change Orders in the general terms and conditions are not relevant for this project.

11. The approved low bidder will execute a contract with the Owner. A sample contract is attached, but the County and the low bidder will negotiate and execute a contract prior to work beginning.

12. The bidder shall provide three (3) references equivalent to this bid. The bidder shall provide three (3) jobs equivalent to this one and provide proof thereof.

13. The County reserves the right to reject any or all bids, and any part of a bid and to waive informalities and technicalities in the bidding procedure.

14. The contractor shall hold a North Carolina General Contractor’s License and/or Mechanical Contractor’s License and/or Electrical Contractor’s License that meets the level of requirements for this project and submit their contractor number with their bid package.

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15. Each proposal shall be accompanied by a cash deposit or a certified check drawn on some bank or trust company insured by the Federal Deposit Insurance Corporation, of an amount equal to not less than five percent (5%) of the proposal or in lieu thereof a bidder may offer a bid bond of five percent (5%) of the bid executed by a surety will, upon demand forthwith make payment to the obligee upon said bond if the bidder fails to execute the contract in accordance with the bid bond. Said deposit shall be retained by the County of Lee as liquidated damages in event of failure of the successful bidder to execute the contract within ten days after the award or to give satisfactory surety as required by law.

16. A Performance Bond and a Payment Bond will be required for one hundred percent (100%) of the contract price.

17. Submit Proposal in an opaque, sealed envelope. Identify the envelope with: (1) project name and bid number, (2) name of bidder, and (3) license number. Two (2) complete bid packages are required.

18. Bids must be valid for a period of 30 days after bid opening, except for a bid successfully withdrawn pursuant to NCGS 143-129.1.

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Chiller 2 Installation Bid Form County of Lee, North Carolina

The undersigned bidder has carefully examined the annexed form of contract, specifications and instructions to bidders and hereby declares that he/she will furnish the following items in a manner prescribed in the contract, specifications and instructions to bidders for the following prices:

Chiller Manufacturer Total Installed Cost (Lump Sum)

The chiller replacement project, as indicated on the drawings, M-1, the specifications, and all associated project documents, comprise the contract for the total sum provided above. The Total Installed Cost bid is valid for a period of 30 days after bid opening.

Proposed Completion Time, in working days, after award of contract: (business days)

The Bidder acknowledges that they have read and understood the Instructions to Bidder (initial)

Name of Bidder:

Authorized Representative: (please print)

Signature:

Title:

Mailing Address:

City: State: Zip:

Email Address:

Telephone:

NC GC License #:

NC Mechanical License #:

NC Electrical License #:

Exceptions Taken to the Specifications:

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Bidder Provided 3 references and 3 jobs equivalent with this job with this bid package (initial)

Bidder Provided deposit or Bid Bond with this bid package (initial)

Bidder Provided Performance and Payment Bonds with this bid package (initial)

Bidder Provided 2 complete Bid Packages as required with this bid package (initial)

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Contract Agreement Between and Lee County Government

THIS AGREEMENT, made the day of month 202 by and between . (hereinafter referred to as the “Contractor”) and Lee County Government (hereinafter referred to as the “Owner”) agree as follows:

1. Scope of Work: The Contractor shall furnish and deliver all of the materials, and perform all of the work in the manner and form as provided by the enumerated plans, specifications and documents, which are attached hereto and made a part thereof as if fully contained herein: advertisement, Instructions to Bidders, General Conditions, Supplementary General Conditions, specifications, accepted proposals, contract, performance bond, payment bond, power of attorney, worker’s compensation, public liability, Exhibit A – Lee County Dispute Resolution Policy, any and all addendums, and all drawings.

2. The Contractor shall commence work to be performed under this agreement on a date to be specified in a written order of the Owner. The Contractor must purchase all chiller and related equipment and materials within fourteen (14) days of receiving the notice to proceed from Lee County. The Contractor must notify the Owner within five business days of receiving the chiller equipment and must work with the Owner to schedule an installation date of the chiller in accordance with the bid specifications incorporated herein. The installation date must be agreed upon and scheduled with the Owner within

(20) twenty business days of the Contractor receiving the chiller equipment and the installation date must be no later than May 31, 2026, unless expressly agreed to by the County due to outside circumstances. For each day in excess thereof, liquidated damages shall accrue at a rate of $1,000.00 per day. The Contractor, as one of the considerations for the awarding of this contract, shall furnish to the Owner a construction schedule setting forth the project broken down by various divisions of the work and by the calendar days, as described in the General Conditions.

3. The Owner agrees to pay to the Contractor for the faithful performance of this agreement, subject to additions and deductions as provided in the specifications or proposal, in lawful money in the amount of $

4. Alternates. Alternates, if any, included in the Contract Sum are as follows:

Item Price Alt. #1

a. $ b.

Alt. #2 $ a.

b.

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5. Allowances. Allowances, if any, included in the Contract Sum are as follows:

Item Price

6. Unit Prices. Unit prices, if any, are as follows:

Item Units and limitations Price per Unit

7. Liquidated Damages. Liquidated damages will be $1,000.00 per day, after the date specified for substantial completion.

8. Binding Dispute Resolution. For any claim subject to, but not resolved by mediation, the method of binding dispute resolution shall be litigation in a court of competent jurisdiction.

9. The Owner’s Representative is:

Lisa Minter, County Manager 408 Summit Drive Sanford, NC 27330 lminter@leecountync.gov

The Contractor’s Representative is:

10. It is further mutually agreed between the Parties that if at any time after the execution of this agreement and the surety bonds hereto attached for its faithful performance, the Owner shall deem the surety or sureties upon such bonds to be unsatisfactory, or if, for any reason, such bonds cease to be adequate to cover the performance of the Work, the Contractor, at its own expense, within five (5) days after the receipt of notice from the Owner so to do, furnish an additional bond or bonds in such form and amount, and with such surety or sureties as shall be satisfactory to the Owner. In such event, no further payment to the Contractor shall be deemed to be due under this agreement, until such new or additional security for the faithful performance of the Work shall be furnished in a manner and form satisfactory to the Owner.

11. The Contractor agrees, to the fullest extent permitted by law, to indemnify and hold harmless the County, its officers, director and employees against all damages, liabilities or costs, including reasonable attorneys’ fees and defense costs, to the extent caused by the Contractor’s negligent performance of services under this Contract and that of its subcontractors or anyone for whom the Contractor is liable.

12. Compliance with E-Verify requirements: The Contractor and any of its subcontractors must comply with the requirements of Article 2 of Chapter 64 of the North Carolina General Statutes, if applicable, which requires certain employers to verify the work mailto:lminter@leecountync.gov

C-3 authorization of each newly hired employee through the federal E-Verify program operated by the United States Department of Homeland Security and other federal agencies.

13. Divestment from companies that boycott Israel: Contractor certifies that (a) it is not identified on the Israel Boycott List or any other list created by the NC State Treasurer pursuant to N.C.G.S. 147—86.80 et al and (b) it will not take any action causing it to appear on any such list during the term of the contract agreement.

14. Iran Divestment Act Certification. The Contractor certifies that the Contractor is not listed on the Final Divestment List created by the State Treasurer pursuant to N.C.G.S.

147-86.58 (the Final Divestment List) and the Contractor will not utilize any subcontractors performing work under this Contract which is listed on the Final Divestment List. The Final Divestment List can be found on the State Treasurer’s website at the address and should be updated every 180 days.

15. Non-Discrimination in Employment. The Contractor will not discriminate again any employee or applicant for employment because of age, sex, race, creed, national origin or disability. In the event Contractor is determined by the final order of an appropriate agency or court to be in violation of this provision or any non-discrimination provision of federal, state or local law, this Contract may be suspended or terminated, in whole or in part by the County. In addition, the Contractor may be declared ineligible for further contracts with the County.

16. Drug-Free Workplace. During the performance of this agreement, the Contractor agrees to (i) provide a drug-free workplace for its employees; (ii) post in conspicuous places, available to employees and applicants for employment, a statement notifying employees of the unlawful manufacture, sale, distribution, dispensation, possession, or use of a controlled substance or marijuana is prohibited in its workplace and specifying the actions that will be taken against employees for violations of such prohibitions, (iii) state in all solicitations or advertisements for employees placed by or on its behalf that it maintains a drug-free workplace; (iv) include the provisions of the foregoing clauses in every subcontract or purchase order of over $10,000.00 so that the provisions will be binding upon each subcontractor or vendor.

17. Non-Appropriation Clause. Contractor acknowledges that Lee County is a governmental entity, and the contract validity is based upon the availability of public funding under the authority of its statutory mandate. In the event that public funds are unavailable and not appropriated for the performance of Lee County’s obligations under this contract, then this contract shall automatically expire without penalty to Lee County thirty (30) days after written notice to Contractor of the unavailability and non-appropriation of public funds. It is expressly agreed that Lee County shall not activate this non-appropriation provision for its convenience or to circumvent the requirements of this contract, but only as an emergency fiscal measure during a substantial fiscal crisis, which affects generally its governmental operations. In the event of a change in

C-4 the Lee County’s statutory authority, mandate and mandated functions, by state and federal legislative or regulatory action, which adversely affects Lee County’s authority to continue its obligations under this contract, then this contract shall automatically terminate without penalty to Lee County upon written notice to Contractor of such limitation or change in Lee County’s legal authority.

18. No Pledge of Taxing Authority. No deficiency judgment may be rendered against Lee

County or any agency of Lee County in any action for breach of a contractual obligation under this contract. The taxing power of the Lee County is not pledged directly or indirectly to secure any monies due under this contract.

19. Gov Ops. Contractor acknowledges that by contracting with Lee County and receiving public funds, they may be subject to potential examination, evaluation and investigation, including access to buildings and documents and compelled testimony, by the Joint Legislative Commission on Governmental Operations under Section 27.10(b) of North Carolina S.L. 2023-134. Contractor acknowledges that Lee County has no control over the Commission and its activities.

20. Public Records Law. The Contractor acknowledges that Lee County is a governmental agency and subject to public records law and is required to provide public records, including this contract, upon a valid, legal request. The Contractor has advised the County prior to executing this contract of all information it contends is proprietary, confidential or a trade secret.

21. This agreement becomes effective upon the last signature of both parties.

IN WITNESS WHEREOF, the Parties hereto have executed this agreement on this the day of , CONTRACTOR / FIRM

By:

Witness:

Date:

LEE COUNTY GOVERNMENT

Date:

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FORM OF PERFORMANCE BOND

KNOW ALL MEN BY THESE PRESENTS, that we, the principal and surety above named, are held and firmly bound unto the above named contracting body, hereinafter called the contracting body, in the penal sum of the amount stated above for the payment of which sum well and truly to be made, we bind, ourselves, our heirs, executors, administrators, and successors, jointly and severally, firmly by these presents.

THE CONDITION OF THIS OBLIGATION IS SUCH, that whereas the principal entered into a certain contract with the contracting body, identified as shown above and hereto attached:

NOW, THEREFORE, if the principal shall well and truly perform and fulfill all the undertakings, covenants, terms, conditions and agreements of said contract during the original term of said contract and any extensions thereof that may be granted by the contracting body, with or without notice to the surety, and during the life of any guaranty required under the contract, and shall also well and truly perform and fulfill all the undertakings, covenants, terms, conditions and agreements of any and all duly authorized modifications of said contract that may hereafter be made, notice of which modifications to the surety being hereby waived, then, this obligation to be void; otherwise to remain in full force and virtue.

IN WITNESS WHEREOF, the above-bounden parties have executed this instrument under their several seals on the date indicated above, the name and corporate seal of each corporate party being hereto affixed and these presents duly signed by its undersigned representative, pursuant to authority of its governing body.

Date of Contract:

Date of Execution:

Name of Principal (Contractor)

Name of Surety:

Name of Contracting Body:

Amount of Bond:

Project

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Executed in counterparts.

Contractor: (Trade or Corporate Name)

(Proprietorship or Partnership)

Attest: (Corporation) Title:

(Owner, Partner, or Corp. Pres. or Vice Pres. only)

Title: (Corp. Sec. or Asst. Sec. only)

(Corporate Seal)

(Surety Company)

Witness: By:

(Attorney in Fact)

Countersigned:

(Surety Corporate Seal)

(N.C. Licensed Resident Agent)

Name and Address-Surety Agency

Surety Company Name and N.C.

Regional or Branch Office Address

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FORM OF PAYMENT BOND

KNOW ALL MEN BY THESE PRESENTS, that we, the principal and surety above named, are held and firmly bound unto the above named contracting body, hereinafter called the contracting body, in the penal sum of the amount stated above for the payment of which sum well and truly to be made, we bind ourselves, our heirs, executors, administrators, and successors, jointly and severally, firmly by these presents.

THE CONDITION OF THIS OBLIGATION IS SUCH, that whereas the principal entered into a certain contract with the contracting body identified as shown above and hereto attached:

NOW, THEREFORE, if the principal shall promptly make payment to all persons supplying labor/material in the prosecution of the work provided for in said contract, and any and all duly authorized modifications of said contract that may hereafter be made, notice of which modifications to the surety being hereby waived, then this obligation to be void;

otherwise to remain in full force and virtue.

IN WITNESS WHEREOF, the above-bounden parties have executed this instrument under their several seals on the date indicated above, the name and corporate seal of each corporate party being hereto affixed and these presents duly signed by its undersigned representative, pursuant to authority of its governing body.

Executed in counterparts.

Date of Contract:

Date of Execution:

Name of Principal (Contractor)

Name of Surety:

Name of Contracting Body:

Amount of Bond:

Project

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(Proprietorship or Partnership)

Contractor: (Trade or Corporate Name)

Attest: (Corporation) Title (Owner, Partner, or Corp. Pres. or Vice Pres. only)

(Corp. Sec. or Asst. Sec.. only)

(Corporate Seal)

(Surety Company)

Witness: By:

(Attorney in Fact)

Countersigned:

(Surety Corporate Seal)

(N.C. Licensed Resident Agent)

Name and Address-Surety Agency

Surety Company Name and N.C.

Regional or Branch Office Address

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Sheet for Attaching Power of Attorney

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Sheet for Attaching Insurance Certificates

Initial Here:

GENERAL CONDITIONS OF THE CONTRACT FOR CONSTRUCTION

Table of Contents

ARTICLE 1. DEFINITIONS

ARTICLE 2. CORRELATION, INTERPRETATION AND INTENT OF CONTRACT

DOCUMENTS

ARTICLE 3. FAMILIARITY WITH WORK, CONDITIONS AND LAWS

ARTICLE 4. BONDS

ARTICLE 5. INSURANCE AND INDEMNITY

ARTICLE 6. OTHER DOCUMENTS AND SUBMITTALS

ARTICLE 7. CONTRACTOR

ARTICLE 8. OWNER

ARTICLE 9. CONSTRUCTION MANAGER

ARTICLE 10. DESIGNER

ARTICLE 11. CONTRACT TIME

ARTICLE 12. CHANGES IN THE WORK

ARTICLE 13. CHANGE OF THE CONTRACT PRICE

ARTICLE 14. UNFORESEEN CONDITIONS

ARTICLE 15. CORRECTION OF WORK BEFORE FINAL PAYMENT

ARTICLE 16. CORRECTION OF WORK AFTER SUBSTANTIAL COMPLETION;

WARRANTIES AND GUARANTIES

ARTICLE 17. OWNER’S RIGHT TO DO WORK

ARTICLE 18. PARTIAL PAYMENTS

ARTICLE 19. FINAL PAYMENT

ARTICLE 20. CONTRACTOR, SUBCONTRACTOR AND SUPPLIER AFFIDAVIT

ARTICLE 21. ASSIGNMENTS AND SUBCONTRACTS

ARTICLE 22. MEASUREMENTS

ARTICLE 23. CONTRACTOR AND SUBCONTRACTOR RELATIONSHIPS

ARTICLE 24. USE OF PREMISES

ARTICLE 25. DISPUTE RESOLUTION

ARTICLE 26. TAXES

ARTICLE 27. OPERATION OF OWNER’S FACILITIES

ARTICLE 29. TERMINATION OR SUSPENSION BY THE OWNER FOR CAUSE

ARTICLE 29. TERMINATION OR SUSPENSION BY THE OWNER FOR CONVENIENCE.38

ARTICLE 1. DEFINITIONS

1.1 Agreement- the Contract Agreement, these general conditions, and any supplementary conditions, advertisement, instructions to bidders, specifications, drawings, bonds, addendums, drawings.

1.2 Beneficial Occupancy- the point at which the Project can be occupied by the Owner for its intended purpose, upon achievement of Substantial Completion, as defined in 1.35.

1.3 Change Order- a written order to the Contractor signed by the Owner and the Designer authorizing an addition, deletion, or revision in the Work and/or an adjustment in the Contract Price and/or the Contract Time issued after execution of the Contract Agreement.

1.4 Completion Date- those dates identified as completion dates in the Contract Construction

Schedule or elsewhere in the Contract Documents.

1.5 Contract Agreement- the document executed by the Contractor and Owner to formally memorialize their consent to the terms of the Agreement.

1.6 Construction Change Directive- a written order to the Contractor signed by the Owner and the Designer directing an addition, deletion, or revision in the Work after execution of the Contract Agreement, in circumstances when the parties have been unable to agree on an adjustment to the Contract Price or the Contract Time, but the Owner requests that the Contractor proceed with said Work subject to adjustment of the Contract Price and/or Contract Time under the procedures described herein.

1.7 Construction Manager- the person or firm designated as the Construction Manager in the

Contract Documents, or their authorized representatives. The Construction Manager, as referred to herein, will be referred to hereinafter as if each were of the singular number, masculine gender.

1.8 Contract Construction Schedule- that schedule identified as the Contract Construction Schedule.

1.9 Contract Documents- all of the documents that make up the Agreement, plus the Drawings and Specifications that describe the scope of the work, plus allowable modifications to the contract documents.

1.10 Contract Price- the total monies payable to the Contractor under the Contract Documents.

1.11 Contract Time- the number of calendar days stated in, or computed from, the Contract

Documents for the completion of the Work, or any portion thereof. Time of completion is of the essence. The time used and referred to on the Project will be that time which is observed in Sanford, Lee County, North Carolina, being Eastern Daylight Savings Time, Eastern Standard Time, or other as designated by the Designer.

1.12 Contractor- the Contractor shall be that party identified in the Agreement.

1.13 Days- unless otherwise indicated, the term “days” shall mean consecutive calendar days.

1.14 Daylight Hours- the hours or portion of hours between sunrise and sunset local time.

1.15 Designer- the person or firm designated as the Designer, in the Contract Documents, or their authorized representatives. The Designer(s), as referred to herein, shall mean architect, landscape architect, and/or engineer. They will be referred to hereinafter as if each were of the singular number, masculine gender.

1.16 Drawings- the drawings are the graphic and pictorial portions of the Contract Documents, wherever located and whenever issued, showing the design, location, and dimensions of the Work, and generally including plans, elevations, sections, details, schedules and diagrams. A list of the Drawings is contained in the Supplemental General Conditions.

1.17 Field Order- a written order issued by the Designer which clarifies or interprets the

Contract Documents or orders minor changes in the Work in accordance with the Contract Documents.

1.18 Final Completion- the point at which the Contractor has, as determined by the Designer, completed the Work, with the exception of guaranty and warranty obligations, and becomes entitled, upon the recommendation of the Designer and determination by the Owner, to final payment.

1.19 Liquidated Damages- An amount, as stated in the Contract Agreement, reasonably estimated in advance to cover the consequential damages associated with the Owner’s economic loss in not being able to use the Project for its intended purposes at the end of the contract’s completion date as amended by change order, if any, by reason of failure of the contractor(s) to complete the work within the time specified.

1.20 Modification- a written amendment to the Contract Documents signed by the Owner and the Contractor and identified therein as such, or a Change Order, or a Construction Change Directive, or a Field Order.

1.21 Notice to Proceed- see Article 11.3.

1.22 Owner- the Owner is the person designated as such in the Agreement.

1.23 Owner’s Authorized Representative- a person or persons, employed by the Owner and designated from time to time by written notice to the Contractor to administer the Contract Documents, and to observe and monitor the Work on behalf of the Owner with authority and responsibility as herein specified.

1.24 Notice- the term “notice” or “written notice” as used herein shall mean and include all written notices, demands, instructions and claims, approvals and disapprovals furnished by the Owner or the Designer to obtain compliance with the requirements of the Contract Documents as well as all written notices, demands, instructions and claims furnished by the Contractor as required by the Contract Documents. Where notice is required under the terms of the Contract Documents, written notice shall always be required, and oral or “constructive” notice shall be insufficient and ineffective as notice unless specifically allowed by the Supplementary Conditions or a Modification to the Agreement. Written notice shall be deemed to have been duly served on the date that it is delivered in person to the individual or to a member of the firm, to an officer of the corporation for whom it is intended, to an authorized representative of such individual, firm, or corporation, or on the date that it is mailed by registered or certified mail, return receipt requested, addressed to the last business address of such individual, firm, or corporation. Written notice may also be given by facsimile transmission, provided that proof of delivery is obtained. In the case of delivery in person, such delivery shall not be effective unless and until a written and signed receipt showing the date and time of delivery is obtained.

1.25 Project- the total construction of which the Work performed under the Contract Documents may be the whole or a part.

1.26 Project Expediter- As used herein, is an entity stated in the Contract Documents, designated to effectively facilitate scheduling and coordination of Work activities. For the purpose of a single prime contract, the single prime contractor is designated as the Project Expediter.

1.27 Project Manager- that person designated by the Contractor who shall be in general charge of the Work and its performance.

1.28 Request for Information- a written communication from the Contractor to the Designer for any interpretation of, or information needed, required, or desired under the Contract Documents. The Owner reserves the right to determine the reasonable format and contents required for a Request for Information. In any Request for Information, the Contractor shall state a reasonable date by which a response is necessary in order to avoid delay in progress of the Work and shall make such request sufficiently in advance of such date as to avoid any such delay.

1.29 Request for Payment- document approved by Owner, which is to be used by the

Contractor in requesting progress payments and which is to include a Schedule of Values as required by the Contract Documents and an affidavit of the Contractor that progress payments theretofore received from the Owner on account of the Work have been applied by the Contractor to discharge in full all the Contractor's obligations incurred in connection with Work covered by all prior applications for payment.

1.30 Superintendent- that person designated by the Contractor who has day-to-day responsibility for the prosecution of the Work and the obtaining of proper materials and equipment, and adequate labor.

1.31 Schedule of Values- any breakdown of the Contract Price which may be required by the

Contract Documents and designated as such.

1.32 Specifications- the portion of the Contract Documents consisting generally of the written requirements for materials, equipment, construction systems, standards, and workmanship for the Work and performance of related services.

1.33 Subcontractor- a person, firm, or corporation who has entered into a direct contract with the Contractor to perform any of the Work of the Project.

1.34 Submittal- shop drawings, product data, samples, and other documents required by the Contract Documents to be submitted by the Contractor to the Designer.

1.35 Substantial Completion- the point at which the Work, and Work by other Contractors on or in connection with the Project, as determined by the Designer, is sufficiently complete in accordance with the Contract Documents that it can be beneficially occupied by the Owner, and the Work can be utilized by the Owner for its intended use, and all necessary permits and permissions for Beneficial Occupancy and utilization having been obtained by the Contractor. All operations and maintenance manuals, Owner training, and as-built drawings must be submitted prior to Substantial Completion being achieved.

1.36 Work- the construction and services required by the Contract Documents, including all labor, materials, equipment, and services provided or to be provided by the Contractor to fulfill the Contractor’s obligations.

ARTICLE 2. CORRELATION, INTERPRETATION AND INTENT OF CONTRACT

DOCUMENTS

2.1 It is the intent of the Specifications and Drawings and other Contract Documents to describe a complete Project in accordance with the Contract Documents.

2.2 The Contract Documents are complementary; what is called for by one is as binding as if called for by all. If the Contractor finds a conflict, error or discrepancy in the Contract Documents, the Contractor shall notify the Designer in writing before proceeding with the Work affected thereby. In resolving such conflicts, errors and discrepancies, the Contract Documents shall be given preference in the following order: Contract Agreement, Modifications, Addenda, Supplemental Conditions, General Conditions, Specifications, and Drawings. Figure dimensions on Drawings shall govern over scale dimensions, and detailed Drawings shall govern over general Drawings. Any Work that may reasonably be inferred from the Contract Documents as being required to produce the intended result shall be supplied whether or not it is specifically called for. Work, materials or equipment described in words which, so applied, have a well known technical trade meaning shall be deemed to refer to such meaning and to incorporate any recognized standards which are a part of such meaning.

2.3 Miscellaneous items, accessories and work which are not specifically mentioned, but which are essential to produce a complete and properly operating installation, or useable structure or plant providing the indicated function shall be furnished and installed without change in the Contract Price. Such miscellaneous items and accessories shall be of the same quality standards, including material, style, finish, strength, class, weight and other applicable characteristics, as specified for the major component of which the miscellaneous item or accessory is an essential part, and shall be approved by the Designer before installation. This requirement is not intended to include major components not covered by or inferable from the Contract Documents.

2.4 The Work of all trades under the Contract Documents shall be coordinated by the Contractor in such a manner as to obtain the best workmanship possible for the entire Project and all components of the Work shall be installed or erected in accordance with the best practices of the particular trade.

2.5 The Contractor shall fully complete the Work and shall be responsible for all of the Work under the Contract Documents to which the Construction Agreement applies. If the Contractor is prevented from doing so by any limitation of the Contract Documents, the Contractor shall immediately give notice thereof to the Designer and the Owner in writing before proceeding with the construction in the area where the problem or limitation exists.

2.6 Standard specifications or manufacturers' literature, when referenced, shall be of the latest revision or printing unless otherwise stated and is intended to establish the minimum requirements acceptable.

2.7 For those materials specified without the use of brand names, the Contractor shall submit within thirty (30) days after his receiving the Contract Agreement for signatures, any product that meets the express requirements of the Specifications.

Such Submittal shall include manufacturer's data, test reports, performance data and certifications, samples, erection details, and other applicable information as required to permit determination by the Designer whether such proposed products are suitable. The Designer shall be the sole judge as to the suitability of any proposed product. The burden of proof of quality rests with the Contractor.

2.8 The Contractor is required to examine and read the complete set of Contract Documents for information concerning the Work, because some of the Work for which the Contractor will be responsible may be indicated on or in documentation applying primarily to the Work of one or more other separate prime contractors. No allowance will be made for the Contractor’s failure to become familiar with the complete set of project documents.

2.9 Contractor’s requests for clarification or information shall clearly define the cause(s) of Contractor’s request and, as appropriate, shall include Contractor’s interpretation and Contractor’s proposed solution.

ARTICLE 3. FAMILIARITY WITH WORK, CONDITIONS AND LAWS

3.1 The Contractor has investigated prior to bidding and is satisfied with all conditions affecting the Work, including but not restricted to those bearing upon transportation, disposal, handling and storage of materials, availability of labor, water, electrical power, roads and uncertainties of weather, or similar physical conditions at the Project site, and the character of equipment and facilities needed prior to and during prosecution of the Work. The Contractor is satisfied as to the character, quality and quantity of surface and subsurface materials or obstacles to be encountered insofar as this information is reasonably ascertainable from inspection of the Project site, including all exploratory work done by the Owner, as well as from information presented by the Contract Documents, or any other information made available to the Contractor prior to receipt of bids. Any failure by the Contractor to become acquainted with the available information shall not relieve the Contractor from the responsibility for estimating properly the difficulty or cost of successfully performing the Work.

3.2 The Contractor shall be entitled to rely upon all information furnished to the Contractor in writing by the Owner with respect to the Project site and to make all inferences from it that would reasonably be made by a contractor having knowledge and experience with similar work;

however, the Contractor shall not be entitled to infer from Owner-supplied information any fact or condition which would not be inferred by a contractor having knowledge and experience with similar work and, if the Owner-supplied information is inadequate or insufficient in any respect, the Contractor shall be required to obtain independently such other information as a knowledgeable and experienced contractor would prudently obtain in order to evaluate any such condition.

3.3 The Contractor specifically acknowledges familiarity with all Federal, State, and local laws, ordinances, rules and regulations which may in any manner affect those engaged or employed in the Work, or the materials or equipment in or about the Work, or in any way affect the conduct of the Work and agrees that the Contractor and the Contractor’s employees, subcontractors, and suppliers will, at all times, comply with same. If the Contractor shall discover any provisions in the Contract Documents which are contrary to or inconsistent with any such law, ordinance, rule, or regulation, the Contractor shall immediately give notice thereof to the Designer and the Owner in writing, identifying any items of Work affected, and the Contractor shall not proceed until the Contractor has received written direction from the Designer with respect to these items.

If the Contractor performs contrary to or inconsistently with any such law, ordinance, rule, or regulation without giving such notice, the Contractor shall bear all costs which are a consequence of such performance.

3.4 At times selected by the Designer after execution by the Contractor of the Construction Agreement, a pre-construction conference shall be scheduled and conducted for the benefit of the Project.

ARTICLE 4. BONDS

4.1 A performance bond in the full amount of the Contract Price shall be required of the Contractor to guarantee the faithful performance of the Work in compliance with the Contract Documents, in such form as may be required by law and approved by the Owner. The bond shall be dated the same date as the Construction Agreement and must be accompanied by a current copy of the power of attorney for the attorney-in-fact executing such bond on behalf of a surety company licensed to do business in the state of North Carolina.

4.2 A payment bond in the full amount of the Contract Price shall be required of the Contractor to guarantee the payment of all labor and material costs or claims in connection with compliance with the Contract. The payment bond shall be in such form as may be required by law and approved by the Owner. Said bond shall be dated and executed in the same manner as the performance bond in paragraph 4.1.

ARTICLE 5. INSURANCE AND INDEMNITY

5.1 CONTRACTOR PROVIDED INSURANCE

The Contractor shall, without limiting its obligations or liabilities, procure, pay for and maintain such insurance as is required by law and as is required by this Agreement to protect the Contractor and the Owner from claims for damages for bodily injury, including death, and from claims for property damage which may arise from the Contractor's or its representatives', consultants', Subcontractors', agents', or employees' operations under this Agreement. Such insurance shall be of the kinds and have limits of liability and coverages not less than the minimum limits hereinafter specified or required by law, whichever is greater. The Owner makes no representation as to the adequacy or sufficiency of such coverages. The following requirements shall in no way be construed to limit or eliminate the liability of the Contractor, which arises from performance of Work under the Agreement. The Contractor is strictly responsible for any losses, claims, and costs of any kind which exceed the Contractor's limits of liability, or which may be outside the coverage scope of the policies.

The insurance specified shall be provided by an insurer approved by the Owner authorized to do such business in the State of North Carolina, and on terms approved by the Owner. Insurance companies utilized shall have a minimum rating of A- and Class VII as evaluated by the most current A.M. Best Rating Guide. If the insurer has a Best Rating less than A-and Class VII, the Contractor must receive specific written approval from the Owner prior to proceeding with any Work under the Agreement. All agents and brokers shall hold valid licenses from the State of North Carolina. Before commencing mobilization to the Project site and not later than 7 days after the receipt of the Construction Agreement by the Contractor for signatures, the Contractor shall furnish to the Owner a certificate or certificates of insurance in a form satisfactory to the Owner. Upon request of the Owner, the Contractor shall provide the Owner with certified copies of the insurance policies required by this Article, including without limitation declaration pages, conditions, exclusions and endorsements, and confirmation that each policy premium has been paid for the required term of this Agreement. A copy of the umbrella policy shall be provided to the Lee County Finance Department. Certificates shall be signed by a person authorized by that insurer to bind coverage on its behalf. In the event of any such cancellation, non-renewal, reduction, restriction, or change in any insurance, the Contractor is obligated to replace such insurance within 7 days without a gap in coverage and file accordingly such notice with the Owner, and other interested parties. Failing immediate receipt of evidence of such replacement of insurance the Owner reserves the right to procure such insurance as the Owner considers desirable and the Contractor shall pay or reimburse the cost of the premium in respect thereof. It is expressly provided, however, that any action or inaction on the part of the Owner in this respect shall in no way change or reduce the Contractor's responsibilities and liabilities under this Agreement. Self-funded, policy fronting, or other non-risk transfer insurance mechanisms are not acceptable without prior written approval of the Owner. Full disclosure of such a program must be made prior to commencing mobilization to the Project site. Failure to make a full disclosure constitutes a material breach of the Agreement, justifying termination for default.

The Contractor shall name the Owner and Designer as additional insureds under all its insurance contracts (except workers' compensation) with respect to and including without limitation liability arising out of activities performed by or on behalf of the Contractor, products and completed operations of the Contractor, and automobiles owned, hired, leased, or borrowed by the Contractor. The coverage shall contain no special limitations on the scope of protection afforded to additional insureds.

For any claims related to this Project, the Contractor's insurance or self-insurance shall be primary and noncontributory with respect to the Owner’s insurance. Any insurance or self-insurance maintained by the Owner shall be excess and noncontributory with respect to the Contractor's insurance.

All policies of insurance shall contain a clause waiving rights of subrogation against the Owner, unless the Owner approves otherwise in writing.

Limits of coverage are not to be amended by deductible clauses of any nature without the express written consent of the Owner. The Contractor shall be solely responsible for any deductible assumptions that may exist in any insurance policies required under this Agreement.

In addition, the Contractor shall be responsible and shall not be reimbursed for any losses arising from any risk or exposure not insured as required herein, or not covered as a result of a normal policy extension or that falls within the self insured retention, if Contractor is self insured.

The Contractor's insurance 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.

The claim provisions in the Contractor’s insurance policies must specifically state the insurance company or Contractor’s Third Party Administrator, if self insured, has both the right and duty to adjust a claim and provide defense.

The policies shall not contain any provision or definition which would serve to exclude or eliminate from coverage third party claims, including exclusions of claims for bodily or other injury to shareholders, partners, officers, directors, or employees of the insured, the premises owner, real estate manager, or the insured's Subcontractor, or any family relative of such persons.

If the policies contain any warranty stating that coverage is null and void (or words to that effect) if the Contractor does not comply with the most stringent regulations governing the Work, it shall be modified so that coverage shall be afforded in all cases except for the Contractor's willful or intentional noncompliance with applicable government regulations.

Any failure by any person to comply with reporting or other provisions of the policy including breach of warranties, shall not affect coverage provided to the Owner and its representatives, officials, and employees.

The insolvency or bankruptcy of the Insured or of the Insured's estate shall not relieve the insurance companies of their obligations under these policies. Any clauses to the contrary are unacceptable and must be stricken.

Failure to comply with these requirements shall be a material breach of this Agreement justifying termination for default.

5.2 CONTRACTOR PROVIDED WORKER’S COMPENSATION AND EMPLOYER’S

LIABILITY INSURANCE

The Contractor and its Subcontractors shall procure and maintain Workers' Compensation Insurance in the amount and type required by the State of North Carolina and federal law for all employees employed under the Agreement who may come within the protection of Workers' Compensation Laws and covering all operations under the Agreement whether performed by the Contractor or by his Subcontractors. In jurisdictions not providing complete Workers' Compensation protection, the Contractor and his Subcontractors shall maintain employers' liability insurance in an amount, form, company, and agency satisfactory to the State of North Carolina and the Owner for the benefit of all employees not protected by Workers' Compensation Laws and covering all operations under the Agreement whether performed by the Contractor or by his Subcontractors.

The Contractor shall pay such assessments as will protect the Contractor and the Owner from claims under the Workers’ Compensation laws, workers’ or workmen’s’ compensation disability benefits, and other similar employee benefit…