Re-Bid P24-114 Stormwater Control Measure Maintenance.pdf

Stormwater Control Measure Maintenance - Rebid Bid: P24-114, Town of Chapel Hill, North Carolina April 2, 2024 Page 1

Notice to Bidders - Rebid

Request for Bids (RFB) For

Stormwater Control Measure Maintenance

For Town of Chapel Hill

Chapel Hill, North Carolina

BID: P24-114

CATEGORY: Construction

PROJECT: Stormwater Control Measure (SCM) Maintenance

FROM: Zakia Alam, Purchasing & Contracts Manager

NOTICE DATE: April 2, 2024

SUBMISSION DATE: Monday, April 22, 2024

Pursuant to Section 143-129 of the General Statutes of North Carolina, sealed proposals for the Stormwater Control Measure Maintenance (the “Project) to be furnished to the Town of Chapel Hill, N.C. will be received by Zakia Alam, Purchasing and Contracts Manager, Town Hall, First Floor Conference Room # 102, 405 Martin Luther King Jr.

Boulevard, Chapel Hill, N.C., until Monday, April 22, 2024 at 1:00 PM which time they will be opened and publicly read.

Please allow extra time for parking, as it may be necessary to park at the Wallace Parking Deck located at 150 E. Rosemary Street, approximately 4 blocks from the Town Hall, or at alternative locations.

Project Plans and SCM Inspection reports are available by contacting Robert Gehris, PE, at rgehris@townofchapelhill.org. Documents will be distributed electronically; no hard copies will be issued.

A mandatory pre-bid conference will be held on Monday, April 8, 2024, from 1:30 to 2:30 pm, in Room C, Chapel Hill Library, 100 Library Dr., Chapel Hill, NC 27514. All potential bidders are hereby notified that attendance at a mandatory pre-bid conference is required for bids to be considered by the Town of Chapel Hill; failure to attend will disqualify the bid. If a bidder attended the previous pre-bid conference, conducted on Tuesday, March 12, 2024, at 10:30 am, they are not required to attend the April 8, 2024 pre-bid conference.

The Project Manager for this project is Robert Gehris, PE, Public Works, Town of Chapel Hill. All requests for interpretations related to this RFB must be submitted in writing to the Project Manager at rgehris@townofchapelhill.org by 5:00 PM on Wednesday, April 10, 2024. All responses to timely submitted requests for interpretations will be emailed to the pre-bid meeting attendees in the form of an addendum on Friday, April 12, 2024.

For questions on the bidding procedures, contact the Town’s Purchasing Division at 919-969-5022.

The Town of Chapel Hill reserves the right to reject any and all bids for any reason or no reason and to accept the bid most favorable to the Town of Chapel Hill.

mailto:rgehris@townofchapelhill.org

April 2, 2024 Page 2

Instructions to Bidders

Stormwater Control Measure Maintenance

Chapel Hill, North Carolina

BID: P24-114

CATEGORY: Construction

PROJECT: Stormwater Control Measure Maintenance (SCM)

FROM: Zakia Alam, Purchasing & Contracts Manager

NOTICE DATE: April 2, 2024

SUBMISSION DATE: Monday, April 22, 2024

This bid package includes the following documents:

Notice to Bidders Instructions to Bidders Bid Proposal Form Exhibit A- Unit Price Cost Estimates for SCMs Contract between Owner & Contractor with Performance and Payment Bonds (sample) General Conditions to Contract Addendum I dated March 21, 2024

Project Plans and SCM Inspection reports are available by contacting Robert Gehris, PE, at rgehris@townofchapelhill.org. Documents will be distributed electronically; no hard copies will be issued.

Project Summary:

Rehabilitation of 31 Stormwater Control Measures on 13 Town facilities following the corrective actions proposed by a third-party consultant who performed inspections of the Stormwater Control Measures. The rehabilitation is broken down into three phases spread over three fiscal years. Each phase involves rehabilitating one-third of the 31 stormwater control measures.

The Contractor shall conduct SCM maintenance activities in a manner that causes the least possible obstruction and/or inconvenience to traffic and the community. The authorized work period shall be from 7:00 AM to 6:00 PM, Monday through Saturday. No Contractor work will be allowed on Sunday unless a prior written authorization is obtained from the Town.

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Projected Project Schedule:

The Town’s goal is to use the following schedule if possible:

Bid Request Issued: April 2, 2024 Mandatory Pre-Bid Conference: Monday, April 8, 2024, from 1:30 to 2:30 pm in Room C, Chapel Hill

Library at 100 Library Dr., Chapel Hill, NC 27514 Requests for Interpretation Due: 5:00 PM, April 10, 2024 Addendum Issued: April 12, 2024, Bids Due: Monday, April 22, 2024, 1:00 PM, Town Council Approval: May 15, 2024 Contract Execution: June 2024 Project Completion Date: 252 Days after Notice to Proceed is issued for Phase 1

Contacts:

For Questions about the Proposed Project:

Robert Gehris PE, Engineer III Public Works Town of Chapel Hill 405 Martin Luther King, Jr. Blvd.

Chapel Hill, NC 27514 Email: rgehris@townofchapelhill.org

For Questions about Bidding Procedures:

Purchasing Division 919-969-5022

PLEASE READ ALL INSTRUCTIONS CAREFULLY

BEFORE PREPARING AND SUBMITTING YOUR BID

All bids shall be prepared and submitted in accordance with the following requirements. Failure to comply with any requirement shall cause the bid to be considered irregular and shall be grounds for rejection of the bid.

I. PRE-SUBMISSION PROCEDURES:

A. Requests For Interpretations. Bidders in doubt as to the meaning of any part of the instructions, specifications, or other documents furnished with or referenced by these Instructions, may submit questions in writing to Robert Gehris at rgehris@townofchapelhill.org by the “Requests for Interpretation Due” date and time specified above. No further requests for interpretation will be accepted after the deadline.

B. Addenda. All responses to timely submitted requests for interpretations will be emailed to the pre-bid meeting attendees in the form of an addendum on April 12, 2024. Bidders shall ascertain that they have received all addenda issued and shall acknowledge their receipt on the Bid Proposal Form furnished herein.

C. Pre-Bid Conference. A mandatory pre-bid conference will be held on Monday, April 8, 2024, from 1:30 to 2:30 pm, in Room C, Chapel Hill Library, 100 Library Dr., Chapel Hill, NC 27514. All potential bidders are hereby notified that attendance at a mandatory pre-bid conference is required for bids to be considered by the Town of Chapel Hill; failure to attend will disqualify the bid. Optional visits to sites will be offered immediately following the pre-

April 2, 2024 Page 4 bid conference. If a bidder attended the previous pre-bid conference, conducted on Tuesday, March 12, 2024, at 10:30 am, they are not required to attend the April 8, 2024 pre-bid conference.

D. Expectations for Contract. It is intended that the successful bidder shall furnish all tools, equipment, machinery, apparatus, labor, and materials necessary to complete all work required under the terms of such contract(s) as may be entered into.

II. SUBMISSION OF BIDS:

A. Receipt of Bids. Sealed proposals for the furnishing of labor, materials, equipment, and services for the construction of the Project will be received by the Purchasing & Contracts Manager at the Town of Chapel Hill Town Hall, First Floor Conference Room # 102, 405 Martin Luther King Jr. Blvd., Chapel Hill, North Carolina, until Monday, April 22, 2024, 1:00 PM. Bids shall be enclosed in a sealed envelope addressed to the Purchasing & Contracts Manager, Town of Chapel Hill, 405 Martin Luther King Jr. Blvd., Chapel Hill, North Carolina 27514, and clearly marked "Bid Proposal – Stormwater Control Measure Maintenance." The bidder’s state contractor license number shall be printed in the lower left-hand corner of the envelope containing the bid.

B. Bid Opening. All bids received will be opened promptly and read at the specified hour and date set forth in the Notice to Bidders.

C. Bid Bond/Deposit. No proposal shall be considered or accepted by the Town of Chapel Hill unless, at the time of its filing, the proposal shall be accompanied by a deposit with the Town of Chapel Hill of cash, a cashier’s check or a certified check on a bank or trust company insured by the Federal Deposit Insurance Corporation in an amount equal to but not less than five percent (5%) of the proposal. In lieu of making the cash deposit, as provided above, bidders may file a Bid Bond executed by a corporate surety licensed under the laws of North Carolina to execute the contract in accordance with the bid bond. This deposit shall be retained by the Town of Chapel Hill if the successful bidder fails to execute the contract within ten (10) days after the award or fails to give satisfactory surety as required. Bid bond shall be enclosed in a separate sealed envelope with “Bid Bond” printed on the envelope.

D. Licenses. Bidders are hereby notified that Chapter 87 of the North Carolina General Statutes will be observed in receiving and awarding the Contract(s). Accordingly, Bidders must have proper license(s) under the State laws governing their respective trade(s).

E. Bid Proposal Form. Bids shall be submitted on the Bid Proposal Form furnished herein and must be completed in ink or typewritten without erasure, interlineations, or changes. All prices shall be stated in numerals. In case of conflict, unit prices will take precedence over unit price extensions.

F. Execution of Bids.

1. Corporations. Bids by corporations shall be executed in the corporate name by the President or Vice-President (or other duly authorized corporate officer accompanied by evidence of authority to sign), and the corporate seal be affixed and attested by the Secretary or Assistant Secretary of the corporation. The officer’s’ signature shall be notarized. The corporate address and state of incorporation shall be shown above the signature.

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2. Partnerships. Bids by partnerships must be executed in the partnership name and signed by a partner, the partner’s title must appear under the partner’s notarized signature, and the official address of the partnership and the names of all partners must be typed or printed below the signature.

3. Other Business Entities. Bids other than by corporations or partnerships shall be executed by the owner of the firm submitting a bid, in the presence of a notary public whose signature and seal attest said signature.

G. Minority and Women Owned Enterprises. Bidder shall make a good faith effort to ensure that, whenever possible, subcontracts are awarded to minority and women’s business enterprises in accordance with Town policy.

See General Conditions for additional information. Documents must be included with the bid at the time of submission.

H. Familiarity with Project Conditions. Bidders are required to and shall inform themselves fully of the conditions relating to the construction project and labor under which the work will be performed, and a contractor must employ, insofar as is possible, such methods and means in carrying out the work so as not to cause any interruption and/or interference with any other contractor(s).

I. Sales Tax. All bid prices shall include sales taxes.

III. MINIMUM REQUIREMENTS FOR CONTRACT EXECUTION AND PERFORMANCE:

A. Form of Contract. The contract to be awarded as a result of this RFB will be in substantially the same form and content as the sample “Contract between Owner and Contractor with Performance and Payment Bonds” included in this bid package. In the event that additional terms and conditions are proposed to be attached to said contract, there shall be none of the following unless Town’s express prior written agreement is obtained: (i) any limitation on, or disclaimer of, implied or express warranties or the liability of Contractor; (ii) any limitation on damages, including a limitation on consequential damages; (iii) any requirement for arbitration or for mandatory mediation; (iv) any requirement that Town officials or employees keep information confidential or that records be kept confidential by the Town, unless the requirement for confidentiality meets the requirements of the North Carolina Public Records law.

B. Federal Requirements. This project uses no federal or State funding; therefore, federal requirements do not apply.

C. Performance and Payment Bonds. Performance and Payment Bonds, issued in accordance with Article 3 of Chapter 44A of the General Statutes, each having a penal sum in the full amount of the contract sum, will be required on such contract(s) as may be awarded.

D. Insurance Provisions. The successful bidder shall procure and maintain during the life of the contract the

Insurance Provisions as outlined in Article 33 of the General Conditions of the Contract for Construction.

Required coverage limits will be 1) Commercial General Liability and Business Automobile - $1,000,000 per occurrence and 2) Workers’ Compensation - $100,000 for both employer’s liability and bodily injury by disease for each employee and $500,000 for the disease policy limit. The Town shall be named as an additional insured for Commercial General Liability and Business Automobile policies. Based on the nature of services to be provided by the contractor and the assessment of the risk posed to the Town, the Town may require evidence of supplementary insurance coverages.

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E. Commencement of Work. The successful bidder will be required to commence work immediately upon receipt Notice to Proceed issued by the owner.

F. Time to Complete Work. Bidder’s attention is called to the contract time limit allowed to complete the work specified after the date of the Notice to Proceed.

G. Billing and Payment. The Contractor shall submit a bill to the Town for work performed under this contract.

The Contractor shall bill and the Town shall pay the rates set forth Therein. Payment will be made by the Town within thirty (30) days of receipt of an accurate invoice, approved by the by the Contract Coordinator.

H. Liquidated Damage The Owner and Contractor acknowledge that because the damages and losses to the Owner in the event of the Contractor’s failure to perform the Work within the time set forth herein will be difficult to ascertain and quantify, that there will be $125.00 per calendar day assessed against the Contractor as liquidated damages for losses sustained by the Owner for the Contractor’s failure to substantially complete the Work within the time established herein, and that the amount of the liquidated damages as provided herein is a reasonable estimate of the Owner’s losses. The Owner will hold retainage in accordance with the General Conditions

[THE REMAINDER OF THIS PAGE IS INTENTIONALLY BLANK.]

April 2, 2024 Page 7

BID PROPOSAL FORM

Bid: P24-114

Stormwater Control Measure Maintenance Town of Chapel Hill

Public Works Department Chapel Hill, NC

All interested parties are encouraged to visit each site to be informed of current conditions and to provide the prices for the following items. Submit the form below with the bid proposal form.

April 2, 2024 Page 8

Stormwater Control Measure Maintenance Town of Chapel Hill

Public Works Department Chapel Hill, NC

Bidder: ______________________________ Bid Date: _____________

To: Purchasing & Contracts Manager Town of Chapel Hill 405 Martin Luther King Jr. Blvd.

Chapel Hill, NC 27514

The undersigned, as Bidder, proposes and agrees, if this proposal is accepted, to contract with the Town of Chapel Hill for the furnishing of all materials, equipment, and labor necessary to complete the construction of the work described in these documents in full and complete accordance with plans, specifications, and contract documents, and to the full and entire satisfaction of the Town of Chapel Hill for the sum of:

Total Bid

________________________________________________ dollars ($_________________)

UNIT PRICES

Unit prices are submitted by the undersigned Bidder as a proposed basis for additive or deductive adjustment in the event contract changes in the work are required involving items described. Unit prices shall include all fees, taxes (if specified in the Instructions to Bidders), profit, bond, overhead and similar items. Unit prices are based on same standard of materials in contract documents. Unit prices are shown in Exhibit A, which is attached to this bid document. Submit Exhibit A with the Bid Proposal Form. The SCM numbers on Exhibit A for each facility can be found on the annual inspection report that will be emailed to bidders.

Item Unit Price

The Town of Chapel Hill reserves the right to remove any work from the contract and its corresponding Base Bid.

The undersigned further agrees that this proposal shall be valid for a period of sixty (60) days from the date of receipt of the bids and that if this proposal is accepted by the Town of Chapel Hill within this period, the Bidder will execute the contract form and provide surety bonds as described in the Contract and required by North Carolina General Statutes.

The undersigned further agrees to begin the work promptly upon receipt of Notice to Proceed and to pursue the work with an adequate work force to complete the work of the first phase within 252 days from Notice to Proceed to substantial completion.

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The undersigned further acknowledges receipt of the following addenda, which will be considered as part of the Contract Documents:

Addendum No.___________ Dated _________________

Addendum No.___________ Dated _________________

Addendum No.___________ Dated _________________

[SIGNATURES ON FOLLOWING PAGE.]

April 2, 2024 Page 10

Stormwater Control Measure Maintenance

SUBMITTED BY THE FOLLOWING CORPORATION:

Name of Corporation: __________________________ Address: ____________________________________ State of Incorporation: __________________________ By: _________________________________________ Printed Name: ________________________________ Title: ________________________________________

ATTEST: CORPORATE SEAL

By: ________________________________________ Printed Name: ________________________________ Title: ________________________________________

STATE OF __________________

COUNTY OF __________________

I, ________________________________________, a Notary Public of the State of _______________________, __________________ County, certify that ___________________________, personally came before me this day and acknowledged that he/she is the __________________________ of _________________________, a ______________ corporation, and that by authority duly given and as the act of the corporation, the foregoing instrument was signed in its name by __________________________, its __________________________, sealed with its corporate seal and attested by him/her as its ______________________.

Witness my hand and seal, this ______ day of __________________, 20___.

______________________________ SEAL

Notary Public My commission expires: ___________

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Stormwater Control Measure Maintenance

SUBMITTED BY THE FOLLOWING PARTNERSHIP:

Name of Partnership: __________________________ By: _________________________________________ Printed Name: ________________________________ Title: ________________________________________ Partnership Address: ___________________________ List of all Partners:

STATE OF _________________

COUNTY OF _______________

I, ________________________________________, a Notary Public of the State of _______________________, __________________ County, certify that ___________________________________ personally appeared before me this day and acknowledged the due execution of the foregoing instrument.

Witness my hand and seal, this ______ day of __________________, 20___.

______________________________ SEAL

My commission expires: ___________

April 2, 2024 Page 12

Stormwater Control Measure Maintenance

SUBMITTED BY THE FOLLOWING BUSINESS ENTITY OTHER THAN CORPORATION OR PARTNERSHIP:

Name of Business Entity: _______________________ By: _________________________________________ Printed Name: ________________________________ Title: ________________________________________ Business Entity Address: ________________________

STATE OF ________________

COUNTY OF _______________

I, ________________________________________, a Notary Public of the State of _______________________, __________________ County, certify that ___________________________________ personally appeared before me this day and acknowledged the due execution of the foregoing instrument.

Witness my hand and seal, this ______ day of __________________, 20___.

______________________________ SEAL

My commission expires: __________

April 2, 2024 Page 13

Stormwater Control Measure Maintenance

The contractor shall show evidence of having skill in maintaining: bioretention cells, wet ponds, dry detention basin, stormwater wetland, level spreaders, vegetated filter strips, and other stormwater control measures as described in the North Carolina Department of Environmental Quality Stormwater Design manual. All bidders are to provide three references and names of similar stormwater control measure maintenance that have been completed in the past five years.

Provide name, email, and phone number of reference.

1. _________________________________________

2. _______________________________________

3. _____________________________________

Provide names of three projects, location, and contact information.

1. _________________________________________

2. _________________________________________

3. _________________________________________

April 2, 2024 Page 14

SAMPLE CONTRACT: Please do not submit the sample contract with the bid proposal.

TOWN OF CHAPEL HILL, NORTH CAROLINA

CONTRACT BETWEEN OWNER AND CONTRACTOR

WITH PERFORMANCE & PAYMENT BONDS

FOR

STORMWATER CONTROL MEASURE MAINTENANCE

THIS CONTRACT BETWEEN OWNER AND CONTRACTOR (the “Agreement”), is made and entered into as of the date set forth below, between the Town of Chapel Hill (the “Owner”), and

{Insert Contractor’s Full Legal Name} (the “Contractor”), a duly licensed contractor authorized and qualified to do business in North Carolina.

Section 1. For and in consideration of the payments and mutual promises made by the Owner and

Contractor, and under the penalty expressed in the bond bearing even date with these presents, and hereunto annexed, the Contractor agrees with the Owner, at the Contractor’s own proper cost and expense and with skill and diligence, to provide the labor and furnish all the materials for performance of the work (the “Work”) necessary to construct and complete ready for use, Stormwater Control Measure Maintenance (the “Project”) or such portion thereof as may be awarded to said Contractor, or to furnish such materials as may be awarded, as herein set forth, all in conformity with the Instructions to Bidders, Plans and Specifications, Detail of Bid Items, insurance requirements and the Contractor's proposal dated __________ attached hereto, and incorporated herein by reference, and such detailed directions, drawings, and similar information as may be given by the Owner from time to time during the construction, and in full compliance with this Agreement.

Section 2. The Contractor agrees to accept the sum of $________________ (the “Contract Sum”) in full compensation for furnishing materials and for all labor in performing all the Work contemplated in this Agreement.

Section 3. For the purpose of this Agreement, all directions from the Owner to the Contractor shall be made by ___________________ (the “Designer”), whose address is__________

____________________________. No change orders shall be valid unless signed by the Designer, Town Manager, Department Director, Town Attorney and the Town Finance Officer, and, if required by Town ordinance or resolution, approved and executed by the Town Council.

Section 4. The Work will be staked out by the Contractor, as necessary, and reviewed by the

Designer at the appropriate stages and times prior to placement of materials. The Contractor will be required to carefully preserve all stakes and grades until authorized to remove them.

Construction staking is not a pay item.

April 2, 2024 Page 15

The Contractor shall also furnish all proper and necessary assistance and access for reviewing and inspecting the Work.

Section 5. The Contractor agrees to substantially complete the Work within

______________________________ (______) calendar days following receipt of a written Notice to Proceed and to fully and finally complete the Work, including all punch list items, within

______________________________ (______) calendar days after Substantial Completion.

Furthermore, the Owner and Contractor acknowledge that because the damages and losses to the

Owner in the event of the Contractor’s failure to perform the Work within the time set forth herein will be difficult to ascertain and quantify, that there will be $_______ per calendar day assessed against the Contractor as liquidated damages for losses sustained by the Owner for the Contractor’s failure to substantially complete the Work within the time established herein, and that the amount of the liquidated damages as provided herein is a reasonable estimate of the Owner’s losses. The

Owner will hold retainage, in accordance with the General Conditions.

Section 6. The Contractor agrees not to employ any incompetent or disorderly person on the Work, and will employ competent, experienced foremen to be in charge of their respective work.

Section 7. The Designer, shall in all cases determine the quality and quantity of the Work, including the materials, furnished by the Contractor under this Agreement, and also shall determine all questions in relation to lines, levels, and dimensions of the work, and as to the interpretation of the plans and specifications and as to all time extension requests.

Section 8. The grand total of unit price extensions for the Work is $_____________. The sum may be modified by valid change orders as provided in the Contract Documents.

Section 9. The Contractor agrees that the Contractor’s Superintendent, Project Manager, or

Foreman in charge of the Work or any part thereof, shall have authority to receive information or instructions regarding the Project and to act on behalf of the Contractor with respect to such information or instructions.

Section 10. The Owner may require the Contractor to furnish additional materials, and to do additional work not provided in this Agreement or in the specifications, but which may be found necessary to the proper prosecution and completion of the Work as set forth in Article 19 of the

General Conditions of the Agreement (the “General Conditions”). Said General Conditions are attached hereto and incorporated by reference. No work other than that included in this

Agreement shall be done and no additional material shall be furnished by the Contractor without a written Change Order or Construction Change Directive signed by the Designer, Town Manager, Town Department Director, Town Attorney and the Town Finance Officer, and, if required by ordinance or resolution, approved and executed by the Town Council. In the absence of such written Change Order or Construction Change Directive, the Contractor shall not be entitled to the payment for any additional work.

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Section 11. The Owner reserves the right to place inspectors on the Work or at the place of shipment, or delivery of materials, or at factory or works of the Contractor, to observe the quality and character of the Work performed and materials used, and the Contractor agrees to afford such inspectors all proper access and facilities for carrying out their duties.

It is agreed and understood that the right of the Owner to review or inspect the Work or materials is retained in order to secure the completion of the Work in conformity with the plans, specifications, and the contract documents, and without unnecessary inconvenience to the public, but nothing contained in the plans, specifications, and the contract documents shall be taken or understood to authorize control by the Owner of any of the Contractor’s obligations, or of the means or methods for performance of the Work, or as to make the Contractor an agent of the Owner.

Section 12. The Contractor acknowledges and agrees that no employee of the Owner or the

Designer HAS ANY POWER TO VARY THIS CONTRACT without a written Change

Order or Construction Change Directive as set forth in Article 19 of the General Conditions and that any variation from this Agreement shall be at the Contractor's own risk.

Section 13. The Contractor and Owner agree that this Agreement may not be assigned or transferred, including any assignment by operation of law, without the consent of the other. The assignment or transfer, including any assignment by operation of law, of any part of the Work by the

Contractor shall not in any way relieve the Contractor of the Contractor’s obligations, and the Owner will look to the Contractor, and not the subcontractor, for the faithful performance of the Work.

Section 14. The Contractor agrees to immediately remove and reconstruct at the Contractor’s own expense all work or materials not in conformity with this Agreement, and any failure on the part of the Designer or Owner to reject nonconforming work or material before the final completion and acceptance of the entire Work or material, shall not be considered an acceptance of the Work or material, or any part of it, notwithstanding that such Work or material previously may have been paid for.

Section 15. On the final completion of the work, the Owner shall proceed with due diligence and in accordance with the General Conditions to pay or cause to be paid within thirty (30) days thereafter the Contract Sum as modified by valid change orders signed as provided herein, less progress payments previously made, in legal tender of the United States and the acceptance of payment of such final amount shall release the Owner from all claims by the Contractor for Work done, materials furnished, or any other claims under or relating to this Agreement.

Section 16. The Owner may at any time require full release of all claims for materials or labor furnished for the Work and may withhold payments of amounts reasonably adequate to pay such claims until the Contractor has produced evidence reasonably sufficient to establish that such claims have been resolved.

Section 17. The Contractor agrees to perform the Work in such a manner as to be of least inconvenience to the Owner and public. The Contractor agrees to comply with all ordinances and

April 2, 2024 Page 17 regulations affecting the Work in any manner, and with all sanitary rules and regulations, taking precaution to avoid creating unsanitary conditions.

Section 18. The Contractor further agrees that if there is a material breach of this Agreement by the Contractor as provided in Article 29 of the General Conditions, the Owner shall have the right to notify the Contractor of the Contractor’s default. Upon notification of such a default, the

Contractor shall discontinue said work or such part of parts thereof as the Owner may designate, and the Owner shall thereupon have the power and the right to proceed as provided in Article 27 or other applicable provision of the General Conditions.

Section 19. The Contractor shall maintain worker's compensation, general and automobile liability and property damage insurance as set forth in the General Conditions. The Contractor shall indemnify and save harmless the Owner from all costs, damages, expenses, suits, actions, proceedings of every name and description in law or equity, including reasonable attorneys’ fees, brought against it or its officers, agents or employees arising out of or related to the performance of the Work, arising out of or related to infringement of any patent, or due to or in consequence of any negligence or any action, error or omission of the Contractor, where Contractor’s actions are the proximate cause of the loss, damage or expense.

Section 20. The Contractor must be in full compliance with all applicable federal and state laws, including those on immigration.

Section 21. The Contractor contractually agrees to administer all functions pursuant to this

Contract without discrimination because of race, creed, sex, national origin, age, economic status, sexual orientation, gender identity or gender expression.

Section 22. The Contractor shall furnish the Owner certified statements setting forth the cost of the materials purchased from each vendor and the amount of North Carolina sales and use taxes paid thereon. In the event the Contractor makes several purchases from the same vendor, the

Contractor’s certified statement shall indicate the invoice number, the inclusive dates of the invoices, the total amount of the invoices, and the North Carolina sales and use taxes paid thereon.

The Contractor’s certified statement shall also include the cost of any tangible personal property withdrawn from the Contractor's warehouse stock and the amount of North Carolina sales or use tax paid thereon by the Contractor. The Contractor shall furnish such additional information as the

Commissioner of Revenue of the State of North Carolina may require to substantiate a refund claim by the Owner for sales or use taxes. The Contractor shall obtain and furnish to the Owner similar certified statements by the subcontractors. The certified statements to be furnished shall be in the form of the standard CONTRACTOR'S SALES TAX REPORT and shall be submitted with each request for payment. The Owner will not make payment to the Contractor until the

CONTRACTOR'S SALES TAX REPORTS ARE SUBMITTED. Any and all refunds received by the Owner of said taxes shall remain with the Owner, and the Contractor shall not be entitled to such refund.

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Section 23. The Contractor hereby agrees that the Contractor has read each and every clause of this Agreement and fully understands the meaning of the same, and that the Contractor will comply with all the terms herein. This Agreement is to be executed in two copies, one copy to be delivered to the Contractor and the other to be retained by the Owner.

Section 24. This Agreement is subject to the terms of all federal, state, and local requirements for the Work whether or not such requirements are set forth in the body of this contract.

Section 25. This Agreement shall be governed by and interpreted in accordance with the laws of the

State of North Carolina.

Section 26. This agreement may be amended or modified only by a writing signed by the Owner and Contractor.

Section 27. This Contract is subject to the provisions of the North Carolina General Statutes regarding the dispute resolution process. Accordingly, the following procedure shall be used to resolve any disputed issues, where the amount in controversy exceeds $10,000, arising out of this contract or the construction process thereunder. If a dispute occurs between the Owner and

Contractor arising out of or relating to the Contract or an alleged breach thereof, the Owner and

Contractor agree to attempt to resolve the dispute by engaging in good faith negotiations. If the dispute cannot be resolved by negotiation, the Owner and Contractor agree as a condition precedent to commencing a lawsuit to submit the dispute to non-binding mediation under the construction mediation rules of the American Arbitration Association. The parties agree to exercise good faith efforts to complete any such mediation within ninety (90) days after the demand for resolution has been delivered. The work shall proceed as required by the contract documents during the pendency of any mediation or litigation. In the event a dispute cannot be resolved through non-binding mediation, the courts and the authorities of the State of North Carolina shall have exclusive jurisdiction over all controversies between the parties which may arise under or in relation to this Contract. Venue is properly laid in Orange County, North Carolina for any state court action and in the Middle District of North Carolina for any federal court action.

Section 28. E-Verify: Contractor shall comply with the requirements of Article 2 of Chapter 64 of the North Carolina General Statutes. Further, should Contractor utilize a subcontractor(s), Contractor shall require the subcontractor(s) to comply with the requirements of Article 2, Chapter

64 of the General Statutes.

Section 29. Contractor’s Affidavit: The final payment of retained amount due the Contractor on account of the Contract shall not become due until the Contractor has furnished to the Owner directly or through the Designer an affidavit signed, sworn and notarized to the effect that all payments for materials, labor, services or subcontracted Work in connection with this Contract have been satisfied, and that no claims or liens exist against the Contractor in connection with this

Contract.

[SIGNATURES ON FOLLOWING PAGE]

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This Contract is between the Town of Chapel Hill and {Insert Contractor’s Full Legal Name} for {Insert Project Name}.

IN WITNESS WHEREOF, the parties hereto cause this agreement to be executed in their respective names.

{INSERT CONTRACTOR’S FULL LEGAL NAME}

SIGNATURE PRINTED NAME & TITLE

WITNESS PRINTED NAME & TITLE

TOWN OF CHAPEL HILL

DEPARTMENT HEAD/EXECUTIVE DIRECTOR OR DEPUTY/TOWN MANAGER

PRINTED NAME & DEPARTMENT

ATTEST BY TOWN CLERK:

TOWN CLERK TOWN SEAL

Town Clerk attests date this the ______day of ___________, 20_____.

Approved as to Form and Authorization. This is to certify that I have examined the attached Contract

Documents, other than the Detailed Specifications and Appendices thereto; that after said examination I am of the opinion that such documents conform to the Laws of the State of North Carolina and that execution of the Contract and the Performance and Payment Bonds are in due and proper form and; that the Owner signatures are duly authorized to execute said Contract.

TOWN LEGAL STAFF

This instrument has been pre-audited in the manner required by the Local Government Budget and Fiscal

Control Act.

FINANCE OFFICER DATE

April 2, 2024 Page 20

GENERAL CONDITIONS

TO

CONTRACT

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GENERAL CONDITIONS OF THE CONTRACT FOR CONSTRUCTION

ARTICLE 1 - DEFINITIONS

a. Change Order, as used herein, shall mean a written order to the Contractor subsequent to the signing of the contract authorizing a change in the contract. The Change Order shall be signed by the Contractor, Designer and the Owner, including the Town Manager, and Town Finance Director (consistent with Section 10 of the Contract).

b. The Contract Documents consist of the agreement between Owner and Contractor

(hereinafter the Contract), conditions of the contract (general, supplementary and other conditions) Drawings, Specifications, Addenda issued prior to execution of the Contract, other documents listed in the agreement and modifications issued after execution of the contract. A modification is (1) a written amendment to the Contract signed by both parties,

(2) a change order, (3) a construction change directive or (4) a written order for a minor change in the work issued by the architect. The contract documents form the contract for construction. The contract represents the entire and integrated agreement between the parties and supersedes prior negotiations, representations, or agreements, either written or oral. The contract may be amended or modified only by a modification. The contract documents shall not be construed to create a contractual relationship of any kind (1) between the Architect and Contractor (2) between the Owner and a Subcontractor or Sub-subcontractor, (3) between the Owner and Architect or (4) between any persons or entities other than the Owner and Contractor

c. The Contractor is the party who is awarded the Contract for the Work. The term

“Contractor” includes the Contractor or the Contractor’s authorized representative.

d. Contract Sum is the amount stated in the Contract as the Contractor’s compensation for the completion of the Work, as modified by Change Order.

e. The Designer(s), as referred to herein, shall mean the architect, landscape architect, and/or engineer and their authorized representatives, including subcontractors and subconsultants.

f. The Drawings are the graphic and pictorial portions of the Contract Documents showing the design, location and dimensions of the Work, generally including plans, elevations, sections, details, schedules and diagrams.

g. Liquidated damages, as stated in the Contract Documents, is an amount reasonably estimated in advance to cover the losses incurred by the Owner by reason of failure of the Contractor to complete the Work within the specified Time of Completion.

h. OWASA is the Orange Water and Sewer Authority, an independent utility provider.

i. The Owner is the Town of Chapel Hill.

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j. The Project is the total construction of which the Work performed under the Contract Documents may be the whole or a part and which may include construction by the Owner or by separate Contractors.

k. Project Expediter, as used herein, shall be the Contractor. In multi-prime situations, the

General Contractor shall be the Project Expediter. The Project Expediter shall have the following responsibilities:

1. Prepare and maintain the project progress schedule in accordance with Article 14.

2. Collect, review and submit shop drawings, product data, samples and other such items and submit them to the Designer in accordance with the Contract Documents.

3. Give adequate notice to all Contractors to ensure efficient continuity of all phases of the work.

4. Notify the Designer of any actual or anticipated changes in the project progress schedule.

5. Coordinate the work among the various Contractors and Subcontractors, utilities, and regulatory authorities so that the Work is completed without delay and within the Contract time.

l. Project Site. The term Project Site is defined as the space available to the Contractor for performance of the Work, either exclusively or in conjunction with others performing other work as part of the project. The extent of the Project Site is shown on the Drawings.

m. The Specifications are that portion of the Contract Documents consisting of the written requirements for materials, equipment, construction systems, standards and workmanship for the Work, and performance of related services.

n. A Subcontractor, as the term is used herein, is one who has entered into a direct contract with a Contractor, and includes one who furnishes labor and materials worked to a special design in accordance with the Contract Documents, but does not include one who only sells or furnishes materials not requiring Work so described or detailed. In general, a Subcontractor is a person or entity who has a direct contract with the Contractor to perform a portion of the Work at the Project Site. The term “Subcontractor” does not include a separate Contractor or Subcontractors of a separate Contractor.

o. Substantial Completion is the stage in the progress of the Work, when the Work or designated portion thereof is sufficiently complete in accordance with the Contract Documents so the Owner can occupy or use the Work for its intended use.

p. Surety shall mean the bonding company or corporate body which is bound with and for the Contractor, and which engages to be responsible for the Contractor and his acceptable performance of the Work and payment of subcontractors and suppliers.

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q. Time of Completion, or Contract Time, as stated in the Contract Documents, is to be interpreted as consecutive calendar days measured from the date established in the written Notice to Proceed, as modified by Change Order, or such other date as may be established herein.

r. The Town means The Town of Chapel Hill in its capacity as a regulatory body or agency, as opposed to its capacity as Owner of the project.

s. Written notice shall be defined as notice in writing delivered in person to the Contractor, or to a member of the contracting organization, or to an officer of the organization in the case of a corporation, or sent to the last known business address of the contracting organization by registered or certified mail, return receipt requested.

t. Work, as used herein as a noun, is intended to include materials, services, labor and workmanship of the appropriate Contractor in connection with the construction of the Project.

The term “Work” means the construction and services required by the Contract Documents, whether completed or partially completed, and includes all other labor, materials, equipment and services provided or to be provided by the Contractor to fulfill the Contractor’s obligations and labor, materials, equipment and services provided or to be provided by a Subcontractor, sub-Subcontractor, material supplier or any other entity for whom the Contractor is responsible under or pursuant to the Contract Documents. The Work shall include such materials whether or not located on the Project Site. The Work may constitute the whole or a part of the Project.

ARTICLE 2 - INTENT AND EXECUTION OF DOCUMENTS

a. The Contract Documents shall be signed by authorized representatives of the Owner and Contractor.

b. The intent of the Contract Documents is to include all items necessary for the proper execution and completion of the Work by the Contractor. The intent of the Drawings and Specifications are complementary, one to the other. That which is shown on the Drawings or called for in the Specifications shall be as binding as if it were both called for and shown. The intent of the Drawings and Specifications is to establish the scope of all labor, materials, transportation, equipment, and any and all other things necessary to provide a complete Project. The Drawings shall be accurately followed, preference being given to figured dimensions over scaled, and to large scale drawings over small scale drawings. If sufficient detail is lacking in the Contract Documents or if discrepancies appear among the Contract Documents, then the Contractor shall request clarification or interpretation from the Designer. The order of precedence and priority of the Contract Documents shall be as follows: The Contract; the General and Supplemental Conditions; and the Drawings and Specifications. In the case of an inconsistency between Drawings and Specifications or within either document not clarified by addendum, the better quality or greater quantity of Work shall be provided.

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c. Unless otherwise stated in the Contract Documents, words that have well- known technical or construction industry meanings are used in the Contract Documents in accordance with such recognized meanings.

d. Any material specified in the Specifications by reference to the number, symbol or title of specific standards, such as commercial standards, federal specifications, trade association standards, or similar standards, shall comply with requirements in the latest revision thereof and any amendment or supplement thereto in effect on the date of the Contract, except as limited to type, class or grade, or modified in such reference by a given date. The standard referred to, except as modified in the Specifications, shall have full force and effect as though printed in the Specifications. These standards have not been furnished to the Contractor as the Contractor and its manufacturers and Subcontractors are assumed to be familiar with their requirements.

ARTICLE 3 - CLARIFICATIONS, DETAIL DRAWINGS, AND INVESTIGATIONS

Clarifications

a. Where the nature of the Work requires clarification by the Designer, such clarification shall be furnished by the Designer with reasonable promptness by means of written instructions or detail drawings, or both. Clarifications and drawings shall be consistent with the intent of the Contract Documents, and shall become a part thereof.

b. The Contractor, if deemed necessary, shall include in the project progress schedule dates upon which foreseeable clarifications will be required. The Designer shall furnish drawings or clarifications in accordance with that schedule. The Contractor shall not proceed with the Work without such detail drawings and/or written clarifications.

Contractor’s Investigation.

a. By executing the Contract, the Contractor acknowledges that it has taken steps reasonably necessary to ascertain the nature and location of the Work, and that it has investigated and satisfied itself as to the general and local conditions which can affect the Work or its cost, including but not limited to, (1) conditions bearing upon transportation, disposal, handling, and storage of materials; (2) the availability of labor, water, electric power, and roads; (3) uncertainties of weather, river stages, or similar physical conditions at the site; (4) the conformation and conditions of the ground; and (5) the character of equipment and facilities needed preliminary to and during Work performance. The Contractor also acknowledges that it has satisfied itself 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 an inspection of the site, including all exploratory Work done by the Owner, as well as from the Drawings and Specifications made a part of this contract. Any failure of the Contractor to take the actions described and acknowledged in this paragraph will not relieve the Contractor from responsibility for estimating properly the difficulty and cost of successfully

April 2, 2024 Page 25 performing the Work, or for proceeding to successfully perform the Work without additional expense to the Owner.

b. The Contractor shall examine and study the Contract Documents, including the Drawings and

Specifications, and fully understand the project design, and shall provide constant and efficient supervision to the Work. Should it discover any discrepancies of any sort in the Drawings or Specifications, it shall report them to the Designer without delay.