SERCAP_FY27_IFB__08.18.26.pdf

Carroll County Finance Office

605-1 Pine Street Hillsville, VA 24343

August 21, 2026

To Whom It May Concern, The County of Carroll and the Carroll County Public Service Authority(PSA) invites sealed bids for the furnishing, delivery, and installation of a portable emergency generator system project consisting of one portable generator and eight (8) manual transfer switches. Bidders shall provide separate comparative pricing for (1) a 36 kW Portable Generator Package and (2) a 30 kW Portable Generator, and for (a) Manual Transfer Switches with surge protection and (b) Standard Manual Transfer Switches with no surge protection. Bid specifications may be obtained online or from the County at (276) 730-3003. All bidders must include required insurance documentation with their bid.

The County intends to compare the generator and manual transfer switch alternatives identified in this solicitation and select the combination that best meets the County and PSA’s operational needs, budget, schedule, and overall value. Bidders shall identify manufacturer, model, rated output, included accessories/components, warranty, lead time, and any assumptions or exclusions for each generator alternative.

The County reserves the right to award one generator alternative, one manual transfer switch alternative, the installation work, or any combination thereof, and to reject any or all bids in accordance with applicable procurement requirements.

All bids should be sent to Andrew Bowman, Resource Development and Grant Manager, Carroll County Governmental Center, 605-1 Pine Street, Hillsville, VA 24343 no later than 4:00PM on September 21st 2026. Bids arriving after the specified time will not be opened. Please mark the outside of the envelope with "Portable Generator and Manual Transfer Switch Bid."

Sincerely, Andrew Bowman Resource Development and Grant Manager 605-1 Pine Street

Resource Development and Grant Manager (276) 730-3013 - phone andrew.bowman@carrollcountyva.gov (276) 730-3193 – fax

Portable Generator and Manual Transfer Switch Project Specifications

Project clarification: The County is requesting alternate pricing for evaluation purposes and is not committing in advance to a particular generator size or surge-protection configuration. The County may select one generator option and one manual transfer switch option after reviewing bid prices, equipment information, installation requirements, lead time, warranty, and available funding.

• Bid is for furnishing and delivering one portable generator and furnishing and installing eight (8) manual transfer switches at County-designated locations. The County and PSA is requesting alternate pricing so it may compare a 36 kW Portable Generator Package with a 30 kW Portable Generator and compare Manual Transfer Switches with surge protection with Standard Manual Transfer Switches with no surge protection.

• Portable Generator Equipment Requirements: Each proposed generator alternative shall be a new, commercial-grade, trailer-mounted diesel generator configured for 120/240V, single-phase service.

The generator shall include an integral diesel fuel tank, block heater, battery charger, sound-attenuated weather-resistant enclosure, Camlock connection capability, and a 50-foot compatible generator connection cable. The 30 kW option shall provide a minimum 30 kW output at 120/240V, single phase. The 36 kW option shall provide 36 kW output at 120/240V, single phase.

• Manual Transfer Switch Equipment Requirements: Each manual transfer switch shall be 200 amp, 120/240V, single phase, manual double-throw, with a NEMA 3R outdoor-rated enclosure and Camlock generator connection panel/interface compatible with the portable generator and supplied generator connection cable. Surge protection shall be included only for the surge-protected transfer switch alternative.

• The County and PSA reserves the right to award any portion or combination of bids for specific services or to refuse or reject all bids or to accept a higher bid if it is felt the higher bid holds additional value to the County of Carroll.

• All bidders must provide all labor, materials, equipment, supervision, delivery, electrical work, permits, connections, startup, testing, and commissioning necessary for a complete and operational installation, except for any items specifically identified by the bidder as excluded. All electrical work shall be performed by properly licensed personnel and in accordance with applicable codes and manufacturer requirements.

• The successful bidder shall coordinate installation scheduling with the County and PSA to minimize disruption to County operations and shall protect existing facilities and equipment during the work.

• Bids and invoices shall separately identify equipment, installation labor, materials, permits/fees, delivery/freight, startup/testing, and any other charges. Lump-sum pricing may also be shown, but the requested comparison pricing must remain separately identifiable.

• The bidder shall state all equipment and installation warranties and identify the party responsible for warranty service. Manufacturer literature/specification sheets shall be included for each proposed generator and manual transfer switch alternative.

• The contract for this project may NOT be assigned, sublet, or transferred without the written consent of the County of Carroll, which will not unreasonably be withheld.

• In the case where a sub-contract is part of the Contractor’s response to bid, each sub-contractor shall provide certificates of insurance and any other documentation as required by the County and PSA.

• In the event there are any deviations of the Contractor’s usage of sub-contractors or other companies associated with the fulfillment of the contract, the Contractor shall notify the County and PSA within 24 hours and the Contractor shall be responsible for any cost difference associated with the usage of a different company, group or agency unless prior approval is granted in writing by the County of Carroll and the different company, group or agency meets all requirements of the County of Carroll as a contractor.

• Falsification of any information on the categories covered will disqualify the bidder.

• Unless specifically included by the bidder, routine maintenance or service after expiration of the stated warranty is not included in this bid request.

• The County and PSA reserves the right to verify proposed equipment, installation approach, lead times, references, licenses, and compliance with the specifications before award.

• All bidders must sign and return the specifications, completed bid pricing sheet, and required attachments to be considered responsive.

• All bids are due no later than 4:00PM on September 21st 2026.

• The company represents that no owner or officer of the company is an elected official of the

County, the PSA, or any related governing body, agency, or department thereof.

• All bidders acknowledge that, if cooperative procurement is authorized for this solicitation, the pricing may be made available to other public bodies in accordance with applicable law and the terms of the resulting contract.

Portable Generator and Manual Transfer Switch Bid

Company: ________________________________________________

GENERATOR PRICING OPTIONS

Option G-1 - 36 kW Portable Generator Package: $___________________

Option G-2 - 30 kW Portable Generator: $___________________

MANUAL TRANSFER SWITCH PRICING OPTIONS - QUANTITY EIGHT (8)

• Option M-1 - Manual Transfer Switches with Surge Protection: Unit $__________

Extended (8) $__________

• Option M-2 - Standard Manual Transfer Switches (No Surge Protection): Unit $__________

Extended (8) $__________

• Installation of eight (8) Manual Transfer Switches: $___________________

• Generator delivery / site setup / required connection accessories: $___________________

• Startup, testing, commissioning, and County staff orientation/training: $___________________

• Scenario 1 Total - 36 kW Package + 8 Surge Protection MTS + Installation: $__________________

• Scenario 2 Total - 36 kW Package + 8 Standard MTS + Installation: $___________________

• Scenario 3 Total - 30 kW Generator + 8 Surge Protection MTS + Installation: $_________________

• Scenario 4 Total - 30 kW Generator + 8 Standard MTS + Installation: $___________________

• Bidder shall attach manufacturer/model information, included accessories, warranty, lead time, proposed installation schedule, and a list of assumptions/exclusions for each option.

LICENSES / QUALIFICATIONS

Virginia Contractor License No. ____________________

Electrical Classification / License ____________________

Bid Authorization

Name of Company___________________________________________

Mailing Address_____________________________________________________

Contact Phone__________________________________

Years in Business __________________________________

Signature of Bidder ________________________________________

Printed Name____________________________________________

Date _____________________

GENERAL TERMS AND CONDITIONS

1. INVITATION FOR BID TERMS AND CONDITIONS.

1. Bids shall be evaluated for responsiveness to the specifications and bidder responsibility. Bidders shall submit firm pricing for each requested option. Clarifications may be requested when permitted, but the sealed-bid process will not be used as a competitive negotiation process.

2. If only one responsive bid is received, the County and PSA may proceed as permitted by applicable procurement requirements or may reject the bid and resolicit.

3. The County and PSA reserves the right to reject any and all bids and to waive minor informalities or irregularities when permitted by law.

4. The County and PSA reserves the right to request clarification of information submitted and to request documentation needed to determine responsiveness and responsibility.

5. If the successful bidder does not execute the resulting contract or provide required documentation within the time established by the County and PSA, the County and PSA may take such action as permitted by applicable procurement requirements, including award to another responsive and responsible bidder.

6. Any and all contracts resulting from acceptance of a proposal by the County and PSA shall be in a form supplied or approved by the County and PSA and shall reflect the specifications in this IFB. The County and PSA reserves the right to reject any proposed agreement or contract that does not conform to the specifications contained in this IFB and which is not approved by the County Attorney. Any contract resulting from acceptance of a bid by the County and PSA shall be in a form supplied or approved by the County and PSA and shall reflect the specifications in this Invitation for Bid (IFB). The County and PSA reserves the right to reject any proposed agreement or contract that does not conform to the solicitation and has not been approved by the County and

PSA.

7. The County and PSA shall not be responsible for any costs incurred by any bidder in preparing, submitting, or presenting its response to the IFB. The County and PSA shall not be responsible for any costs incurred by any bidder in preparing, submitting, or presenting its bid.

8. Any additional related work shall be authorized only in writing and handled in accordance with the resulting contract and applicable procurement requirements.

2. RESULTING CONTRACT

The successful bidder will be bound by the representations made in its response to the IFB. The successful bidder will be bound by the representations, pricing, specifications, and commitments made in its response to this IFB.

3. OTHER INFORMATION

www.carrollcountyva.govwww.carrollcountyva.gov Public notice of the award or the announcement of the decision to award any contract under this procurement shall be given by posting on the County's official website at www.carrollcountyva.gov.. Public records pertaining to this procurement shall be available for inspection upon request by bidders in accordance with Virginia Code § 2.2-4342, and in any event no later than the date that the announcement of the award or decision to award is posted on the County's website at www.carrollcountyva.gov.

For additional information or explanation of the contents or intent of these specifications, please e-mail, or write your questions to:

Name: Andrew Bowman

Title: Resource Development and Grant Manager

Address: 605-1 Pine Street, Hillsville VA 24343

Phone Number: 276-730-3013

Email Address: andrew.bowman@carrollcountyva.gov

Upon request, the County will provide an electronic copy of this solicitation to assist bidders with preparing responses.

http://www.carrollcountyva.gov/ http://www.carrollcountyva.gov/ mailto:andrew.bowman@carrollcountyva.gov

Attachment A

STATEMENT OF QUALIFICATIONS AND EXPERIENCE

Each bidder shall submit a statement of qualifications describing relevant experience supplying portable generators and installing manual transfer switches or comparable electrical equipment. The bidder shall identify personnel and any subcontractors proposed for the work, provide a summary of similar completed projects, and demonstrate the licenses and qualifications necessary to perform the installation.

1. Specific training, licensing, knowledge, and experience relating to portable generator systems, manual transfer switches, surge protection, and electrical installation.

2. Thorough knowledge, as applicable, of all relevant federal, state and local codes, regulations, standards and requirements relating to the proposed services, including if applicable knowledge of any standards required to ensure functionality of the project as a completed whole.

3. Proven track record of successfully completing similar generator and electrical installation projects, including references when available.

Each firm submitting a proposal for items included in this IFB shall prepare and submit the following information, in addition to addressing the qualifications stated above: Each firm submitting a bid for items included in this IFB shall prepare and submit the following information, in addition to addressing the qualifications stated above:

1. Name of Firm or Business

2. Business Address

3. Business Phone Fax No.

4. E-mail address

5. How many years have you been in business in Virginia and under what names?

6. General Character of services provided by your firm:

7. Commonwealth of Virginia Sales Tax Registration No., if applicable:

8. Federal I.R.S. Identification No.:

9. List the places of operation:

10. Provide a clear statement of experience and qualifications relevant to the equipment supply and installation work proposed.

11. Execute and return this Statement of Qualifications, Attachment B and Attachment C.

12. I certify that I:

• am capable of providing the equipment and installation services outlined in this bid,

• will comply with the rules and regulations outlined by the U.S. Code, the Code of Virginia, the

County of Carroll, and all rules and regulations of the County, the Virginia State Corporation Commission, and other applicable laws and regulations.

COMMONWEALTH OF VIRGINIA,

CITY/COUNTY of , to-wit:

The foregoing Statement of Vendor Qualifications was acknowledged before me this day of , 20__, by .

My Commission expires: / /

Notary Public

Attachment B

NON COLLUSION CERTIFICATION

The following certifications are made:

1. The bid or offer (1) is made without prior participation, understanding, agreement, or connection with any corporation, firm or person submitting a bid/offer for the same materials, supplies, equipment, or services with respect to the allocation of the business afforded by or resulting from the acceptance of the bid or proposal, (2) is in all respects fair and without collusion or fraud, and (3) is or is intended to be competitive and free from any collusion with any person, firm or corporation.

2. The bidder has not offered or received any kickback from any other bidder or Contractor, supplier, manufacturer, or subcontractor in connection with the bid/offer on this solicitation.

A kickback is defined as an inducement for the award of a contract, subcontracts or order, in the form of any payment, loan, subscription, advance, deposit of money, services or anything, present or promised, unless consideration of substantially equal or greater value is exchanged.

Further, no person shall demand or receive any payment, loan, subscription, advance, and deposit of money, services or anything of value in return for an agreement not to compete on a public contract.

3. The bidder is not a party to nor has he participated in nor is obligated or otherwise bound by agreement, arrangement or other understanding with any person, firm or corporation relating to the exchange of information concerning bids, prices, terms or condition upon which the contract resulting from the acceptance of his bid or proposal is to be performed.

4. The bidder understands that collusive bidding is a violation of the Virginia Governmental

Frauds Act and federal Law, and can result in fines, prison sentences, and civil damage awards and agrees to abide by all conditions of this proposal.

5. The bidder or subcontractor has not and will not confer on any public employee having official responsibility for a procurement transaction any payment, loan, subscription, advance, deposit of money, services or anything of more than nominal value, present or promised, unless consideration of substantially equal or greater value is exchanged.

The Remainder of This Page Intentionally Left Blank

Bidder

By:

COMMONWEALTH OF VIRGINIA,

CITY/COUNTY of , to-wit:

The foregoing Non-Collusion Certification was acknowledged before me this day of , 20__, by .

My Commission expires: / /

Notary Public

Attachment C

The undersigned submits the following bid to furnish the selected portable generator alternative, furnish and install the selected manual transfer switch alternative, and perform the associated installation work for the County and PSA.

4. Authorization:

Firm Name Date

Mailing Address Phone Number

State, Zip Fax Number

By Title

Contact Name (if different from above) Contact Phone Number

Attachment D

Notice to Bidders: Any final contract between the County of Carroll ("County") and PSA and the successful bidder ("Contractor") will conform substantially to the following terms and conditions:

1. General Provisions

Nothing in any resulting contract shall be construed as authority for either party to make commitments which will bind the other party beyond the scope of service contained herein. This contract is subject to appropriations by the County and PSA.

2. Laws of the Commonwealth

A. Any purchase order or contract resulting from this solicitation shall be governed in all respects whether as to validity, construction, performance, or otherwise by the laws of the Commonwealth of Virginia. The Contractor represents to the County and PSA that it will:

1. Conform to the provisions of the Civil Rights Act of 1964, as amended, the Virginia

Fair Employment Contracting Act of 1975, as amended, and the Virginia Human Rights Act, as amended, where applicable;

2. Not employ illegal alien workers or otherwise violate the provisions of the Immigration

Reform and Control Act of 1986;

3. Comply with federal, state and local laws and regulations applicable to the performance of the services procured; and

4. Has submitted the bid or proposal in full compliance with the Virginia Conflict of

Interest Act.

B. In every contract of over $10,000, the Contractor agrees during the performance of this contract that:

1. The Contractor (1) will not discriminate against any employee or applicant for employment because of race, religion, color, sex, sexual orientation, gender identity, disability, status as a service-disabled veteran, national origin or other status prohibited by state law, (2) will post in conspicuous places, available to employees and applicants for employment, notices setting forth the provisions of this nondiscrimination clause, and (3) will state that the Contractor is an equal opportunity employer in all solicitations or advertisements for employees placed by or on behalf of the Contractor under this contract. All notices, advertisements, and solicitations placed in accordance with federal law, rule or regulation shall be deemed sufficient for the purpose of meeting the requirements of this section; and

2. The Contractor will include the provisions of the foregoing subparagraph 2.(B)(1) in every subcontract or purchase order under this Contract of over $10,000, so that the provisions will be binding upon each subcontractor or vendor.

C. In every contract of over $10,000, the Contractor agrees during the performance of this contract that:

The Contractor shall A) provide a drug-free workplace for its employees; B) post in conspicuous places, available to employees and applicants for employment, a statement notifying employees that the unlawful manufacture, sale, distribution, dispensation, possession, or use of a controlled substance or marijuana is prohibited in its workplace and specify the actions which will be taken against any employee for a violation; C) state in all of its solicitations or advertisements for employees that it maintains a drug-free workplace; and D) include the provisions of this sub-paragraph in every subcontract or purchase order of over $10,000, so that said provisions shall be binding upon each subcontractor or vendor.

For purposes of this sub-paragraph, "drug-free workplace" means a site for the performance of work done in connection with a specific contract awarded to a contractor in accordance with the provisions of the Virginia Public Procurement Act, the employees of whom are prohibited from engaging in the unlawful manufacture, sale, distribution, dispensation, possession or use of any controlled substance or marijuana during the performance of the contract.

D. In addition to the provisions contained in sub-paragraph C. pertaining to drug-free workplace, Contractor shall comply with the federal Drug Free Workplace Act.

E. Pursuant to Section 2.2-4343.1 of the Code of Virginia of 1950, in all invitations to bid, requests for proposals, contracts, and purchase orders, the County and PSA does not discriminate against faith-based organizations.

"Faith-based Organization" means a religious organization that is or applies to be a contractor to provide goods or services for programs funded by the block grant provided pursuant to the Personal Responsibility and Work Opportunity Reconciliation Act of 1996, P.L. 104-193.

If Contractor is a faith-based organization, then Contractor shall give to each individual who applies for or receives goods, services, or disbursements provided pursuant to this Agreement the following notice:

NOTICE

Pursuant to Section 2.2-4343.1 of the Code of Virginia of 1950, as an applicant for or recipient of goods, services, or disbursements provided pursuant to a contract between the County and PSA and a faith-based organization, you are hereby notified as follows:

Neither the County and PSA 's selection of a charitable or faithbased provider of services nor the expenditure of funds under this contract is an endorsement of the provider's charitable or religious character, practices, or expression. No provider of services may discriminate against you on the basis of religion, a religious belief, or your refusal to actively participate in a religious practice. If you object to a particular provider because of its religious character, you may request assignment to a different provider. If you believe that your rights have been violated, please discuss the complaint with your provider or notify the County of Carroll, c/o Carroll County Administrator.

3. Certifications

The Contractor certifies that:

A. The bid or offer (1) is made without prior participation, understanding, agreement, or connection with any corporation, firm or person submitting a bid/offer for the same materials, supplies, equipment, or services with respect to the allocation of the business afforded by or resulting from the acceptance of the bid or proposal, (2) is in all respects fair and without collusion or fraud, and (3) is or is intended to be competitive and free from any collusion with any person, firm or corporation;

B. The Contractor has not offered or received any kickback from any other bidder or Contractor, supplier, manufacturer, or subcontractor in connection with the bid/offer on this solicitation. A kickback is defined as an inducement for the award of a contract, subcontracts or order, in the form of any payment, loan, subscription, advance, deposit of money, services or anything, present or promised, unless consideration of substantially equal or greater value is exchanged.

Further, no person shall demand or receive any payment, loan, subscription, advance, and deposit of money, services or anything of value in return for an agreement not to compete on a public contract;

C. The Contractor is not a party to nor has he participated in nor is obligated or otherwise bound by agreement, arrangement or other understanding with any person, firm or corporation relating to the exchange of information concerning bids, prices, terms or condition upon which the contract resulting from the acceptance of his bid proposal is to be performed;

D. The Contractor understands that collusive bidding is a violation of the Virginia Governmental

Frauds Act and federal Law, and can result in fines, prison sentences, and civil damage awards and agrees to abide by all conditions of this proposal; and

E. The Contractor or subcontractor has not and will not confer on any public employee having official responsibility for a procurement transaction any payment, loan, subscription, advance, deposit of money, services or anything of more than nominal value, present or promised, unless consideration of substantially equal or greater value is exchanged.

4. Warranties

Any goods or services furnished by the Contractor under the contract shall be covered by the most favorable warranties provided by the Contractor to any customer; the rights and remedies hereby provided are in addition to any and do not limit those otherwise available to the County and PSA. The Contractor agrees that if such warranties are in any respect breached, the Contractor will pay to the County and PSA the full contract price agreed to by the County and PSA to be paid for the supplies, materials, equipment or services furnished under the bid or proposal.

5. Modifications, Additions or Changes; Assignment

Modifications, additions or changes to these terms and conditions may not be made except in writing and agreed to by the County and PSA; however, no fixed priced contract may be increased by more than twenty-five

(25) percent of the amount of the contract or $50,000 whichever is greater without the approval of the County and PSA. The amount of any contract may not be increased for any purpose without adequate consideration provided to the County and PSA. The contract may not be assigned, sublet, or transferred without the written consent of the County and PSA.

6. Termination

The County and PSA may terminate the Contract for its convenience at any time upon written notice to the Contractor. the Contractor shall not be paid for any service rendered or expense incurred after receipt of such notice except such fees and expenses incurred prior to the effective date of termination that are necessary for curtailment of the Contractor’s Services under this Contract.

7. Audit

The Contractor’s (and its authorized agents, state auditors, the grantor of the funds to the County and PSA, the Comptroller of Virginia or of the United States, or any of their duly authorized representatives) records shall be open to inspection and subject to audit and/or reproduction, during normal working hours, by the County and PSA to the extent necessary to adequately permit evaluation and verification of any invoices, payments or claims submitted by Contractor of any of its payees pursuant to execution of the contract. Such records subject to examination shall also include, but not be limited to, those records necessary to evaluate and verify direct and indirect costs (including overhead allocations) as they may apply to costs associated with this contract.

For the purpose of such audits, inspections, examinations and evaluations, the County and PSA shall have access to said records from the effective date of this contract, for the duration of the work, and until five (5) years after the date of final payment by the County and PSA to Contractor pursuant to this contract.

The County and PSA shall have access to Contractor’s facilities, shall have access to all necessary records, and shall be provided adequate and appropriate work space, in order to conduct audits in compliance with this article. The County and PSA shall give Contractor reasonable advance notice of intended audits.

Contractor shall require all subcontractors, insurance agents, and materials suppliers (payees) to comply with the provisions of this article by insertion of the requirements hereof in a written contract agreement between Contractor and payee. Failure to obtain such written contracts which include such provisions shall be reason to exclude some or all of the related payees’ costs from amount payable to Contractor pursuant to this contract.

If an audit inspection or examination in accordance with the article, discloses overcharges (of any nature) by Contractor to the County and PSA in excess of five percent (5%) of the total contract billings, the actual cost of the County and PSA’s audit shall be paid by Contractor. In addition, the County and PSA shall not be responsible for any overages not approved by change order and will deduct such amounts from the final contract payment.

8. Ownership of Documents

Any reports, studies, photographs, negatives, or other documents prepared by Contractor in the performance of its obligations under any resulting contract shall be remitted to the County and PSA by the Contractor upon completion, termination or cancellation of this Contract. Contractor shall not use, willingly allow or cause to have such materials used for any purpose other than performance of Contractor’s obligations under this contract without the prior written consent of the County and PSA. The County and PSA shall own the intellectual property rights to all materials produced under this contract.

9. Payment and Performance Bond

For any Contract for construction, the amount of which exceeds $500,000, the Contractor shall furnish to the County and PSA the bonds required under Sections 2.2-4336 and 2.2-4337 of the Code and shall otherwise fully comply with the requirements of such sections of the Code. The County and PSA reserves the right to require payment and/or performance bonds in the amount of the Contract for any other Contracts, whether or not required by such sections of the Code.

10. Required Payment

Pursuant to Section 2.2-4354 of the Code, the Contractor covenants and agrees to:

A. within seven (7) days after receipt of any amounts paid to the Contractor under the Contract, (i) pay any subcontractor for its proportionate share of the total payment received from the County and PSA attributable to the work under the Contract performed by such subcontractor, or (ii) notify the County and PSA and the subcontractor, in writing, of its intention to withhold all or a part of the subcontractor’s payment and the reason therefor;

B. provide its federal employer identification number or social security number, as applicable, before any payment is made to the Contractor under the Contract; and

C. pay interest at the legal rate or such other rate as may be agreed to in writing by the subcontractor and the Contractor on all amounts owed by the Contractor that remain unpaid after seven (7) days following receipt by the Contractor of payment from the County and PSA for work performed by the subcontractor under the Contract, except for amounts withheld pursuant to subparagraph 12a. above.

D. include in its contracts with any and all subcontractors the requirements of a, b, and, c above.

11. Liability Coverage

Unless otherwise expressly excepted in the procurement announcement documents prepared by the County and PSA, the Contractor shall take out and maintain during the life of the Contract such bodily injury, liability and property damage liability insurance as shall protect it and the County and PSA from claims for damages for personal injury, including death, as well as from claims for property damage, which may arise from its activities under this agreement. Such insurance shall at least have the coverages and be in the amounts set forth in section 12 “Insurance and Bond Requirements” set forth below and shall name the Board of Supervisors and the County and PSA as an Additional Insureds. Such insurance must be issued by a company admitted within the Commonwealth of Virginia. The Contractor shall provide the County and PSA with a certificate of insurance showing such insurance to be in force and providing that the insurer shall give the County and PSA at least 30 days’ notice prior to cancellation or other termination of such insurance. The County and PSA shall be named as a co-insured on all such policies and evidence of such status as a coinsured shall be provided to the County and PSA prior to the time the contract is executed by the County and PSA.

12. Insurance and Bond Requirements

The Contractor shall maintain the following insurance to protect it and County and PSA from claims under the Workmen’s Compensation Act, and from any other claims for personal injury, including death, and for damage to property that may arise from operations under the Contract, whether such operations be by itself or by any subcontractor, or anyone directly or indirectly employed by either of them. The Firm agrees to indemnify, defend, and hold harmless the County and PSA and its officers, agents, and employees, from any and all claims, demands, actions or causes of action against the County and PSA or its officers, agents, or employees, alleging damage or injury arising out of the acts or omissions of Firm or its agents and employees; provided, however, that such provision shall not apply to the extent that the damage or injury is attributable to the sole negligence of the County and PSA or its officers, agents, or employees.

TYPE OF COVERAGE

LIMITS

Workers’ Compensation and Employer’s Liability including coverage under United States Longshoremen’s and Harbor Worker’s Act where applicable

Statutory limits

Comprehensive General Liability endorsement coverages.

Including the Broad Form C.G.L.

Premises – Operations Bodily Injury Liability and Property Damage Liability Combined

$1,000,000 Each Occurrence $2,000,000 Aggregate

Including:

Underground Hazard (U) Explosion and Collapse Hazard (XC)

Independent Contractors – County’s Protective Bodily Injury Liability and Property Damage Liability Combined

Completed Operations - Products Liability Bodily Injury Liability and Property Damage Liability Combined for five (5) years after payment

Contractual Bodily Injury Liability and Property Damage Liability Combined in accordance with Agreement between County and Contractor Personal Injury with Employee’s Exclusion C deleted

Automobile Bodily Injury Liability and Property Damage Liability Combined covering all automobiles, trucks, tractors, trailers, or other automobile equipment, whether owned, non-owned, or hired by the Contractor

$1,000,000 Per Accident

Umbrella/Excess Liability

$2,000,000 Each Occurrence

Professional Liability Insurance $2,000,000 Limit of Liability (When applicable to the services to be provided under the contract)

A. The Contractor shall purchase and maintain insurance coverage on his tools, equipment and machinery and shall waive subrogation to the County and PSA for damage thereto.

B. The County and PSA reserves the right to require insurance of any Contractor in greater amounts provided notice of such requirements is stated in the Solicitation.

13. Environmental Management

The Contractor will be responsible for complying with all federal, state and local environmental regulations relating to transportation, handling, storage, spillage and any other aspect of providing the services specified herein, as applicable. If the County and PSA should have to defend any enforcement action against it relating to the services provided by the Contractor under the Agreement, the Contractor shall indemnify and hold harmless the County and PSA for any such actions, including reimbursing the County and PSA for all costs associated with defending such actions, attorneys fees and costs, and shall correct without cost to the County and PSA any defects or deficiencies found that are directly attributable to the Contractor.

14. No Waiver

Any failure of the County and PSA to demand rigid adherence to one or more of this Agreement’s provisions in the contract, on one or more occasions, shall not be construed as a waiver nor deprive the County and PSA of the right to insist upon strict compliance with the terms of this Contract. Any waiver of a term of this Contract, in whole or in part, must be in writing and signed by the party granting the waiver to be effective.

15. Loss or Damage in Transit

Delivery by the Contractor to a common carrier does not constitute delivery to County and PSA. Any claim for loss or damage incurred during delivery shall be between the Contractor and the carrier. The County and PSA accepts title only when goods are received regardless of the F.O.B. point. The County and PSA will note all apparent damages in transit on the freight bill and notify the Contractor. Discovery of concealed damages or loss will be reported by the County and PSA to the carrier and the Contractor within seven days of receipt and prior to removal from the point of delivery if possible. The Contractor shall make immediate replacement of the damaged or lost merchandise or be in default of the Contract. It shall be the Contractor’s responsibility to file a claim against the carrier. If damage is to a small quantity, with the approval of the County and PSA, the Contractor may deduct the amount of damage or loss from his or her invoice to the County and PSA in lieu of replacement.

16. Choice of Law

To ensure uniformity of the enforcement of this Contract, and irrespective of the fact that either of the parties now is, or may become, a resident of a different state, this Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Virginia without regard to her principles of conflicts of law.

17. Forum Selection

The parties hereby agree that any claims, causes of action or disputes arising out of, relating to or concerning this Contract shall have jurisdiction and venue only in the Circuit Court of Carroll County, Virginia or if appropriate jurisdiction exists, in the United States District Court for the Western District of Virginia.

18. Severability

If any provision of this Contract is held to be illegal, invalid, or unenforceable, or is found to be against public policy for any reasons, such provision shall be fully severable and this Contract shall be construed and enforced as if such illegal, invalid, or unenforceable provision had never been part of this Contract, and the remaining provisions of this Contract shall remain in full force and effect and shall not be affected by the illegal, invalid, or unenforceable provision, or by its severance from this Contract.

19. Limitation of Liability

The Contract is subject to annual appropriation by the PSA Board. Neither the Contract nor any amount due or to become due under the Contract shall be deemed to constitute a debt or pledge of the faith and credit of the Commonwealth of Virginia or any political subdivision thereof, including Carroll County, Virginia. Neither the Commonwealth of Virginia nor any political subdivision thereof, including the County of Carroll, shall be obligated to pay any amount due or to become due under this Contract except from funds annually appropriated by the PSA Board for such purpose.

20. Notices

All requests, notices and other communications required or permitted to be given under this Contract shall be in writing and delivery thereof shall be deemed to have been made when such notice shall have been either (a) duly mailed by first-class mail, postage prepaid, return receipt requested, or any comparable or superior postal or air courier service then in effect, or (b) transmitted by hand delivery or telegram to the party entitled to receive the same at the address indicated below or at such other address as such party shall have specified by written notice to the other party. Notices to the County and PSA shall be sent to:

Administrators Office Carroll County Government Complex 605- 1 Pine Street

Stephen V. Durbin, Esq.

County Attorney 150 Peppers Ferry Rd, NE P.O. Box 2009 Christiansburg, VA 24068-2009

21. Contractual Claims Procedure

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

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

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

D. The decision on contractual claims by the governing body of the County and PSA shall be final and conclusive unless the Contractor appeals within six months of the date of the final decision on the claim by instituting legal action in the appropriate circuit court.