Lynchburg Riverfront Park Development and Renovation Project

PROJECT MANUAL FOR CITY OF LYNCHBURG LYNCHBURG RIVERFRONT PARK DEVELOPMENT AND RENOVATION PROJECT INVITATION FOR BID # 2024-003 CITY PROJECT NO: 23027-BG ARCHITECT PROJECT NO: 60679280 MAY 2023 PROCUREMENT DIVISION 3RD FLOOR CITY HALL 900 CHURCH STREET LYNCHBURG, VA 24504 TELEPHONE (434) 455-3970 PM- 2 Table of Contents Document Page # Bidding Requirements Advertisement For Bids................................................................................................................ 3 Bid Form........................................................................................................................................ 4 Escrow Account Election.............................................................................................................. 7 Equal Opportunity Report Statement ........................................................................................ 8 Statement Of

Experience...............................................................................................................9 Statement Of Available Resources .............................................................................................10 Corporate Status Form............................................................................................................... 11 Questions To Bidders/Offerors .................................................................................................. 12 Construction Agreement ............................................................................................................ 13 City Of Lynchburg, Virginia Standard Performance Bond ................................................... 15 City Of Lynchburg Standard Labor And Material Payment Bond....................................... 17 Escrow Agreement ...................................................................................................................... 20 Instructions To Bidders .............................................................................................................. 24 General Conditions ..................................................................................................................... 30 Attachments: Attachment A – Technical Specifications Manual dated March 30, 2023 Attachment B - Design Drawings stamped March 30, 2023 PM- 3 ADVERTISEMENT FOR BIDS The City of Lynchburg is seeking sealed bids for IFB 2024-003 “Lynchburg Riverfront Park Development and Renovation Project” to be received by the City of Lynchburg, Procurement Division, Third Floor City Hall 900 Church Street, Lynchburg, VA 24504, until no later than 3:00 p.m., Local Time Prevailing June 29, 2023. Received bids will then be publicly opened and read aloud in the City Hall First Floor Conference Room. A link to a publicly available video/audio conference call will be posted on the Current Solicitations page of the City’s website prior to the bid opening. All bids received by the posted deadline will be opened and read aloud on the video/audio conference call. FedEx, UPS, and the USPS have access to the building to deliver mail/packages to the Procurement Office. If vendors choose to hand deliver bids, they may be dropped off at the Citizens First Info Center in the lobby on the First Floor of City Hall Monday – Friday from 8:30 a.m. to 5:00 p.m. A Procurement Division Staff member will be notified to come and retrieve the bid and time stamp it at that time. Bids received prior to the time of opening will be securely kept unopened. It is the sole responsibility for the Bidder to ensure their bid is timestamped prior to the deadline for submission. Please allow additional time to ensure this is done. As always, late bids will not be considered. This project consists of development and renovation of the Lynchburg Riverfront Park as outlined in the attached technical specifications manual and design drawings. The Project Manual, Drawings, and related Documents for this project may be viewed and downloaded from the City’s website: http://www.lynchburgva.gov/current-solicitations. An Optional Pre-Bid Conference & On-site visit will be held at 9:00 a.m. on June 6, 2023 beginning in the City Hall First Floor Conference Room located at 900 Church St. Lynchburg, VA 24504. There will be an “Optional Pre- Bid Conference” link on the City’s website at: www.lynchburgva.gov/current-solicitations so that the public can participate in that portion of the conference via a smartphone or laptop if they are unable to physically attend the meeting. Physical on-site walk-throughs of the project site will take place at the conclusion of the Pre-Bid Conference in City Hall. (The physical On-site walk-through will not be streamed in any way) All requests for clarification of or questions regarding this Advertisement for Bids or for additional information must be made in writing to: Matt Marsteller, CPPB, Procurement Division by email to matthew.marsteller@lynchburgva.gov and received by 3:00 p.m., June 22, 2023. All posted clarifications or addenda must be acknowledged on the Bid Form or by physically printing each related addendum, completing them, and returning them with your bid package. Failure to acknowledge the addenda may deem the bid non-responsive. All addenda associated with this project will be posted no later than 3:00 p.m. on June 23, 2023. There will be a “Live Bid Opening” link on the City’s website at: www.lynchburgva.gov/current-solicitations so that the public can observe the proceedings at 3:00 p.m., June 29, 2023. The bid results will be posted on the City’s Notice of Award Page at: www.lynchburgva.gov/notices-award after award is made. BID FORM PM- 4 Matt Marsteller, CPPB Contract Specialist City of Lynchburg Third Floor, City Hall 900 Church Street Lynchburg, Virginia 24504 Dear Mr. Marsteller: The undersigned, as bidder, hereby declares that the only persons interested in this bid as principal, or principals, is or are named herein and that no person other than herein mentioned has any interest in this bid or in the Construction Agreement to be entered into; that this bid is made without connection with any other person, company, or parties making a bid; and that it is in all respects fair and in good faith, without collusion or fraud. The undersigned, having visited and examined the site and having carefully studied all the Contract Documents, including without limitation, all drawings and specifications pertaining to "Lynchburg Riverfront Park Development and Renovation Project" for the City of Lynchburg, Virginia, hereby proposes to furnish all labor, equipment, materials, and services and to perform all operations necessary to execute and complete the Work required for the project, in strict accordance with all codes, standards, and regulations outlined in the Contract Documents, the latest edition of the City of Lynchburg Manual of Specifications and Standard Details, and all local, state, and federal ordinances, together with Addenda numbered __________ through __________ issued during bidding period and hereby acknowledged, subject to the terms and conditions of the Construction Agreement for the sum of DOLLARS ($ ), which shall be referred to hereinafter as the Total Base Bid. It is understood and agreed that the Owner, in protecting its best interests, reserves the right to reject any or all bids or waive any defects. Any changes, erasures, modifications, deletions in the bid form, or alternate proposals not specified in the Advertisement for Bids may make the bid irregular and subject to rejection. If the Construction Agreement is for a lump sum price, unless clearly and specifically indicated otherwise in the Contract Documents, all unit prices only apply to changes in the Work. The listed bid items are to contain all necessary costs required for completion of the Work in accordance with the Contract Documents. If the Construction Agreement is for unit prices and not for a lump sum price, it is understood that all quantities listed on the following pages are estimated quantities, and the Owner reserves the right to raise, lower, or eliminate any quantity or item, and in any case, the unit prices shall be used in determining partial and final payment. It is further understood that costs to cover all components of the Work as described in the Contract Documents are included in this bid, even in cases where specific line items are not identified. We are properly equipped to execute all work of the character and extent required by the Contract Documents, and we will enter into the Construction Agreement for the execution and completion of the Work in accordance with the Contract Documents; and we further agree that, if awarded the Construction Agreement, we will commence the Work on the date stated in the "Notice to Proceed" and will maintain a work force large enough to execute the Work and all obligations no later than the completion date stated in the Contract Documents. Enclosed herewith is the following Security, offered as assurance that the undersigned will enter into the Construction Agreement for the execution and completion of the Work in accordance with the Contract Documents: PM- 5 Bidder's Certified Check issued by (name of bank) in the amount of: $ (5% of Base Bid amount) OR Bidder’s Bid Bond for 5% of Base Bid Amount Issued by (name of surety authorized to do business in Virginia). The undersigned hereby agrees, if awarded the Construction Agreement, to execute and deliver to the City within ten (10) days after his receipt of the Notice of Award, a performance bond and a payment bond, in forms satisfactory to the City, from sureties authorized to do business in Virginia satisfactory to the City, in the amount of one hundred (100) percent of the Base Bid. The undersigned further agrees that, in case of failure on his part to execute the said Construction Agreement within the ten (10) days after written notice being given on the award of the Construction Agreement or the failure to deliver the required performance and payment bonds within the ten (10) days, the monies payable by the Security accompanying this bid shall be paid to the City of Lynchburg, Virginia, as liquidated damages for such failure; otherwise the Security accompanying this Bid shall be returned to the undersigned. Attached herewith are completed Statement of Experience and Statement of Resources forms which include the information requested. The undersigned further certifies that this bid is not the result of, or affected by, any act of collusion with another person engaged in the same line of business, or any act punishable under the Virginia Governmental Frauds Act, or other law. This bid remains valid and may not be withdrawn for a period of 60 days from this date. CURRENT VIRGINIA CLASS A CONTRACTOR’S LICENSE/ REGISTRATION NO.: Respectfully submitted, CONTRACTOR DATE ADDRESS BY: (Signature) (Type/Print) ITS: (Title) PM- 6 BID FORM (continued) Provide costs for the Lynchburg Riverfront Park Development and Renovation Project in the following breakdown. Give the TOTAL COST for each of the three (3) primary components. (Amphitheater, Restroom, and Site Landscaping) Provide SUBTOTAL COST only for 1a, 1b, and 3a-3e. 1. Amphitheater TOTAL COST: $_____________________________ a. Roof Structure only $_____________________________ b. Concrete Encasement for Existing Ducts only $_____________________________ 2. Restroom Building TOTAL COST: $_____________________________ 3. Site Landscaping TOTAL COST: $_____________________________ a. Irrigation only $_____________________________ b. Plant Materials & Installation only $_____________________________ c. Shade Structure only $_____________________________ d. Permanent Fence only $_____________________________ e. New Sidewalk Paving (Along Jefferson St.) only $_____________________________ TOTAL BASE BID INCLUDES ONLY ITEMS 1, 2, and 3: $_________________Note this amount on PM-4 Add Alternate No. 1 - Provide trench drain, new pavers and work at islands in parking area along Jefferson St. See sheet C-102 for general description. $_________________________ Add Alternate No. 2- Provide trench from edge of pavers in front of stage to AV sound control box that is below grade in open space location in park. See sheet C-102 for general description. $_________________________ Owner reserves the right to accept or reject any alternate, in any order, and to award or amend the Contract accordingly within 60 days of the Notice of Award unless otherwise indicated in the Contract Documents. PM- 7 ELECTION OF ESCROW ACCOUNT PROCEDURE FOR RETAINAGE If determined to be the successful low bidder(s), the above signed elects to use the Escrow Account Procedure for retainage. Write “Yes” or “No” on above line If the successful bidder elects to use the Escrow Account Procedure for Retainage, the "Escrow Agreement" form shall be executed and submitted to the City of Lynchburg Engineering Division within fifteen (15) calendar days after notification. If the "Escrow Agreement" form is not submitted within the fifteen (15) day period, the Contractor shall forfeit his rights to the use of the Escrow Account Procedure. Company Authorized Signature PM- 8 EQUAL OPPORTUNITY REPORT STATEMENT The Bidder shall complete the following statement by checking the appropriate blank as follows. The Bidder has has not participated in a previous contract subject to the nondiscrimination clause prescribed by Executive Order 10925, dated March 6, 1961, or Executive Order 11114 dated June 22, 1963. In conjunction with the City of Lynchburg's policy to utilize Minority and Disadvantaged Business Enterprises (“DBE”) wherever possible, the Bidder has solicited quotations for labor, material and/or services from the following Minority and Disadvantaged Business Enterprises: NAME OF FIRM PERSON(S) CONTACTED DATE Of those listed above, we intend, at this time, to utilize the following in the completion of the Work required by this Construction Agreement: "This firm assures that it will give its best efforts to utilize Minority and Disadvantaged Business Enterprises whenever possible." CERTIFIED BY: (Signature) (Typed/Printed name & Title) BIDDER'S NAME: TAXPAYER IDENTIFICATION NUMBER: This firm will perform all construction with its own employees and, therefore, is not required to solicit quotations from DBEs. FAILURE TO DOCUMENT AND REPORT DBE CONTACTS ON THIS FORM MAY BE A BASIS FOR REJECTION OF THE BID AS NONCONFORMING. PM- 9 STATEMENT OF EXPERIENCE Proposer: How Long In Business: At Current Address: Principals: Title: Title: Title: Type of Work Normally Performed: Projects of this type previously completed: 1. Amount $ 2. Amount $ 3. Amount $ Reference (for Projects listed above): 1. Tel.No. 2. Tel.No. 3. Tel No. PM- 10 STATEMENT OF AVAILABLE RESOURCES Equipment: Number of Personnel Currently Employed: Number of Personnel Available for Project: Other Pertinent Information: PM- 11 CORPORATE STATUS FORM ALL PROSPECTIVE FIRMS MUST RESPOND TO THE FOLLOWING If a limited liability company, limited liability partnership or a limited partnership, indicate by checking one: Limited liability company Limited liability partnership Limited partnership Have you registered with the Virginia State Corporation Commission, to conduct business in Virginia? Yes No Name and address of organizer: List who is authorized to execute contracts: If conducting business under an assumed (fictitious) business name, fill out the following information: Names of persons or entities owning business using assumed business name: Owners’ addresses: Registration date: Expires: If conducting business as a sole proprietorship, general partnership, or joint venture, fill out the following information: Names of all persons liable for obligations of the business: Addresses of such persons: _________________________ _________________________ _________________________ PM- 12 Questions to Bidders/Offerors Bidders/Offerors are to respond to the following question: Have any of the individual(s), owner(s), and/or principal officer(s) of the firm submitting the bid/proposal ever been convicted of (1) a felony, or (2) a misdemeanor involving moral turpitude? YES NO If yes, list individual or officer and title and give details. NOTE: Answering yes to this question will not necessarily exclude your company from consideration but will be used to weigh the relationship between the offense and the contract to be performed. Is your firm currently involved in litigation or a dispute involving arbitration? YES NO If yes, for litigation list the litigation by case name, name of court, case number, and jurisdiction, and for arbitration, list the organization administering, if any, its contact information, any case number assigned, the arbitrators, and the location of the arbitration. For litigation and arbitration, briefly describe the claims and status, and give contact information for the opposing party or parties. PM- 13 CONSTRUCTION AGREEMENT This Construction Agreement (the “Contract”) made and entered into on the ___ day of __________, 2023, by and between ____________________, party of the first part, hereinafter referred to as Contractor, and the City of Lynchburg, a municipal corporation of the Commonwealth of Virginia, party of the second part, hereinafter referred to as the Owner or City. That the Contractor, for the consideration hereinafter fully set out, hereby agrees with the Owner as follows: 1. That the Contractor shall furnish all labor, materials, tools, and equipment and perform all Work required by the Contract Documents (as defined in the General Conditions hereto) for Lynchburg Riverfront Park Development and Renovation Project. 2. That the Contractor shall commence Work within ten (10) days after Notice to Contractor to Proceed with the Work under Contract (“Notice to Proceed”), and shall substantially complete the Work no later than 420 calendar days. Owner and Contractor recognize that time is of the essence of this Contract and that the Owner will suffer financial loss if the Work is not completed within the times specified in the Notice to Proceed, plus any extensions thereof. They also recognize the delays, expense and difficulties involved in providing the actual loss suffered by Owner if the Work is not completed on time. Accordingly, instead of requiring any such proof, Owner and Contractor agree that as liquidated damages for certain losses Owner is expected to suffer due to delay (but not as a penalty) Contractor shall pay $500.00 for each day that expires after the time specified for completion. If the Contractor is subject to liquidated damages, the City has the right, but not the obligation, to withhold the liquidated damages from the Contractor’s regular payments or retainage. Rights and obligations relating to these liquidated damages are set out more fully in the General Conditions. 3. Incentive: Not used. 4. The Owner hereby agrees to pay the Contractor for the faithful performance of this Contract in accordance with the Contract Documents, subject to additions and deductions as provided in the Contract Documents, in lawful money of the United States, as follows: Dollars ($ ) 5. The Owner shall make partial payment on a monthly basis to the Contractor in accordance with the Contract Documents on the basis of a duly certified and approved estimate of work performed during the preceding calendar month by the Contractor, less five percent (5%) of the amount of such estimate which may be retained by the Owner until all Work has been performed strictly in accordance with the Contract Documents and until such Work has been accepted by the Owner. 6. Within ninety (90) days after submission by the Contractor of evidence satisfactory to the Owner that all payrolls, material bills and other costs incurred by the Contractor in connection with the construction of the Work have been paid in full, satisfaction of all the requirements of the Contract Documents, and acceptance of such Work by the Owner, final payment on account of this Contract shall be made. 7. It is further mutually agreed between the parties hereto that if, at any time after the execution of this Contract, the performance bond provided for its faithful performance and the payment bond, the Owner shall deem the surety or sureties upon such bonds or either of them to be unsatisfactory, or if for any reason, such bonds cease to be adequate to cover the performance of the Work, the Contractor shall, at his own sole PM- 14 expense, within five (5) days after the receipt of Notice from the Owner so to do, furnish an additional bond or bonds in such form and amount, and with such surety or sureties as shall be satisfactory to the Owner. In such event, no further payment to the Contractor shall be deemed to be due under this Contract until such new or additional security for the faithful performance of the Work shall be furnished in manner and form satisfactory to the Owner. 8. Contractor agrees to fulfill all requirements of state, Federal, and municipal laws which may be applicable to this project. 9. This Contract is subject to the General Conditions accompanying it, and all the documents defined by the General Conditions to be the Contract Documents are a part of this Contract. This Contact is executed in two counterparts, each of which shall, without proof or accounting for the other counterparts, be deemed an original contract. IN WITNESS WHEREOF, has caused its name to be subscribed to this Contract by , its , and its corporate seal to be hereunto affixed and attested by , its , said officers being duly authorized therefore; and the City of Lynchburg has caused its name to be hereunto subscribed by Wynter C. Benda, City Manager, and its corporate seal to be hereunto affixed and attested by Alicia Finney, its Clerk of Council, said officers being duly authorized therefore, all as to the day and year first above written. CONTRACTOR (SEAL) BY: ATTEST: ITS: _______________________________________ _________________________________ CITY OF LYNCHBURG (SEAL) BY: City Manager ATTEST: Clerk of Council PM- 15 CITY OF LYNCHBURG, VIRGINIA STANDARD PERFORMANCE BOND KNOW ALL MEN BY THESE PRESENTS: That , the Contractor ("Principal"), whose principal place of business is located at and ("Surety"), are held and firmly bound unto the City of Lynchburg, Virginia, the Owner ("Obligee"), in the amount of Dollars ( $ ) for the payment whereof Principal and Surety bind themselves, their heirs, executors, administrators, successors and assigns, jointly and severally, firmly by these presents. WHEREAS, Principal has, entered into a Construction Agreement with Obligee for certain work on a construction project known as Lynchburg Riverfront Park Development and Renovation Project, which contract (the "Contract") is by reference expressly made a part hereof; NOW, THEREFORE, THE CONDITION OF THIS OBLIGATION is such that, if the Principal shall promptly and faithfully perform said Contract in strict conformity with the plans, specifications and conditions of the Contract and its Contract Documents, then this obligation shall be null and void; otherwise it shall remain in full force and effect. Provided, that any alterations which may be made in the terms of the Contract, or in the Work to be done under it, or the giving by the Obligee of any extension of time for the performance of the Contract, or any other alterations, extensions or forbearance on the part of either or both of the Obligee or the Principal to the other shall not in any way release the Principal and the Surety, or either of them, their heirs, executors, administrators, successors or assigns, from their liability hereunder, notice to the Surety of any such alterations, extensions, or forbearance being hereby waived. No action shall be brought on this bond unless brought within one year after: (a) completion of the Contract and all Work thereunder, including expiration of all warranties and guarantees, or (b) discovery of the defect or breach of warranty or guarantee if the action be for such. The Surety represents to the Principal and to the Obligee that it is legally authorized to do business in the Commonwealth of Virginia. PM- 16 Signed and sealed this day of , 2023. ________ (SEAL) Contractor/Principal By: Witness: Title: (SEAL) Surety By: Attorney -in-Fact I, ________________________, the duly appointed Attorney-in-Fact for _______________________, do hereby certify that my Power of Attorney related thereto has not been revoked, and where applicable, may be found of record in the Clerk’s Office of the Circuit Court of __________________, Virginia in Deed Book ___________ at Page ___________ or under Instrument No. ___________. Attorney-in-Fact AFFIDAVIT AND ACKNOWLEDGEMENT OF ATTORNEY-IN-FACT COMMONWEALTH OF VIRGINIA (or, alternatively, Commonwealth or State of ) CITY/COUNTY OF to wit: I, the undersigned notary public, do certify that personally appeared before me in the jurisdiction aforesaid and made oath that he is the attorney-in-fact of , the Surety, that he is duly authorized to execute on its behalf the aforesaid Bond(s) as its act and deed. Given under my hand this day of 2023. (SEAL) Notary Public My Commission expires: _____________ APPROVED: City Attorney/Designee Date PM- 17 CITY OF LYNCHBURG STANDARD LABOR AND MATERIAL PAYMENT BOND KNOW ALL MEN BY THESE PRESENTS: That , the Contractor ("Principal") whose principal place of business is located at and ("Surety") are held and firmly bound unto the City of Lynchburg, Virginia, the Owner ("Obligee") in the amount of Dollars ( $ ) for the payment whereof Principal and Surety bind themselves, their heirs, executors, administrators, successors and assigns, jointly and severally, firmly by these presents. WHEREAS, Principal has by written agreement dated entered into a Construction Agreement with Obligee for Lynchburg Riverfront Park Development and Renovation Project, which contract (the “Contract”) is by reference expressly made a part hereof; NOW THEREFORE, THE CONDITION OF THIS OBLIGATION is such that, if the Principal shall promptly make payment to all claimants as hereinafter defined, for labor performed and material furnished in the prosecution of the Work provided for in the Contract and its Contract Documents, then this obligation shall be void,; otherwise it shall remain in full force and effect, subject, however, to the following conditions. The Principal and Surety, jointly and severally, hereby agree with Obligee as follows: 1. A claimant is defined as one having a direct contract with the Principal or with a subcontractor of the Principal for labor, material, or both for use in the performance of the Contract. A "subcontractor" of the Principal, for the purposes of this bond only, includes not only those subcontractors having a direct contractual relationship with the Principal but also any other contractor who undertakes to participate in the Work which the Principal is to perform under the aforesaid Contract, whether there are one or more intervening subcontractors contractually positioned between it and the Principal (for example, a subcontractor). "Labor" and "material" shall include, but not be limited to, public utility services and reasonable rentals of equipment, but only for periods when the equipment rented is actually used at the Work site. 2. Subject to the provisions of paragraph 3, any claimant who has performed labor or furnished material in accordance with the Contract Documents in the prosecution of the Work provided in the Contract, who has not been paid in full therefore before the expiration of ninety (90) days after the day on which such claimant performed the last of such labor or furnished the last of such materials for which he claims payment, may bring an action on this bond to recover any amount due him for such labor or material, and may prosecute such action to final judgment and PM- 18 have execution on the judgment. The Obligee need not be a party to such action and shall not be liable for the payment of any costs, fees or expenses of any such suit. 3. Any claimant who has a direct contractual relationship with any subcontractor of the Principal from whom the Principal has not required a subcontractor payment bond, but who has no contractual relationship, express or implied, with the Principal, may bring an action on this bond only if he has given written notice to the Principal within one hundred eighty (180) days from the day on which the claimant performed the last of the labor or furnished the last of the materials for which he claims payment, stating with substantial accuracy the amount claimed and the name of the person for whom the Work was performed or to whom the material was furnished. Notice to the Principal shall be served by registered or certified mail, postage prepaid, in an envelope addressed to the Principal at any place where his office is regularly maintained for the transaction of business. Claims for sums withheld as retainages with respect to labor performed or materials furnished shall not be subject to the time limitations stated in this paragraph 3. 4. No suit or action shall be commenced hereunder by any claimant. a. Unless brought within one year after the day on which the person bringing such action last performed labor or last furnished or supplied materials, it being understood, however, that if any limitation embodied in this bond is prohibited by any law controlling the construction hereof, the limitation embodied within this bond shall be deemed to be amended so as to be equal to the minimum period of limitation permitted by such law. b. Other than in a Virginia court of competent jurisdiction, with venue as provided by statute, or in the United States District Court for the district in which the project, or any part thereof is situated. 5. The amount of this bond shall be reduced by and to the extent of any payment or payments made in good faith hereunder. 6. This bond is intended to comply with the requirements and to afford all the benefits of a payment bond consistent with the requirements of Virginia Code § 2-2-4337 and § 2-2-4341. To the extent that those sections as they are in effect as of the date of issuance of this bond confer any requirements on Principal or Surety, or confer any additional benefits on any claimant (as the term “claimant” is used within either the meaning of those sections or this bond), those requirements and benefits shall be deemed to be incorporated into and be part of this bond. PM- 19 Signed and sealed this day of ______________________________, 2023. _____________________________(SEAL) Contractor/ Principal By: Witness: Title: (SEAL) Surety By: Attorney-in-Fact Typed Name: I, ________________________, the duly appointed Attorney-in-Fact for ________________________, do hereby certify that my Power of Attorney related thereto has not been revoked, and where applicable, may be found of record in the Clerk’s Office of the Circuit Court of ________________________, Virginia in Deed Book ___________ at Page ___________ or under Instrument No. ___________. Attorney-in-Fact AFFIDAVIT AND ACKNOWLEDGEMENT OF ATTORNEY-IN-FACT COMMONWEALTH OF VIRGINIA (or, alternatively, Commonwealth or State of ) CITY / COUNTY OF I, the undersigned notary public, do certify that personally appeared before me in the jurisdiction aforesaid and made oath that he is the attorney-in-fact of , the Surety, that he is duly authorized to execute on its behalf the foregoing bond pursuant to the Power of Attorney noted above, and on behalf of said Surety, acknowledged the aforesaid bond(s) as its act and deed. Given under my hand this day of , 2023. (SEAL) Notary Public My Commission expires: _______ APPROVED: City Attorney/Designee Date PM- 20 ESCROW AGREEMENT THIS AGREEMENT ("Agreement"), made and entered into this by, day of , 2023 between and among the City of Lynchburg ("City"), ("Contractor"), and (Name of Bank) (Address of Bank) a trust company, bank, or savings and loan institution with its principal office located in the Commonwealth of Virginia (hereinafter referred to as "Bank" or "Escrow Agent"), and ("Surety") provides: I. The City and the Contractor have entered into the Construction Agreement (“Contract”) with respect to City Project Lynchburg Riverfront Park Development and Renovation Project: ("the Contract"). This Agreement is pursuant to, but in no way amends or modifies, the Contract. Payments made hereunder or the release of funds from escrow shall not be deemed approval or acceptance by the City of performance by the Contractor or Surety. II. In order to assure full and satisfactory performance by the Contractor of its obligations under the Contract, the City may, pursuant to the Contract Documents, retain certain amounts otherwise due the Contractor. The Contractor has, with the approval of the City, elected to have these retained amounts held in escrow by the Bank. This Agreement sets forth the terms of the escrow. The Bank shall not be deemed a party to, bound by, or required to inquire into the terms of, the Contract or any other instrument or agreement between the City and the Contractor. III. The City may from time to time pursuant to this Agreement pay to the Bank amounts retained by the City under the Contract. Except as to amounts actually withdrawn from escrow by the City, the Contractor shall look solely to the Bank for payment of funds retained under the Contract and paid by the City to the Bank. The risk of loss by diminution of the principal of any funds invested under the terms of this Agreement shall be solely upon the Contractor. Funds and securities held by the Bank pursuant to this Agreement shall not be subject to levy, garnishment, attachment, lien, or other process whatsoever. Contractor agrees not to assign, pledge, discount, sell or otherwise transfer or dispose of his interest in the escrow account or any part thereof, except to the Surety. PM- 21 IV. Upon receipt of checks or warrants drawn by the City's Director of Finance and made payable to it as escrow agent, the Bank shall promptly notify the Contractor, negotiate the same and deposit or invest and reinvest the proceeds in "Approved Securities" within the meaning of this Agreement in accordance with the written instruction of the Contractor. In no event shall the Bank invest the escrowed funds in any security that is not an "Approved Security." V. The following securities, and none other, are Approved Securities for all purposes of this Agreement: (1) United States Treasury Bonds, United States Treasury Notes, United States Treasury Certificates of Indebtedness or United States Treasury Bills, (2) Bonds, notes and other evidences of indebtedness unconditionally guaranteed as to the payment of principal and interest by the United States, (3) Bonds or notes of the City, (4) Bonds of any political subdivision of the City, if such bonds carried, at the time of purchase by the Bank or deposit by the Contractor, a Standard and Poor's or Moody's Investors Service rating of at least "A", and (5) Certificates of deposit issued by commercial Banks located within the Commonwealth, including, but not limited to, those insured by the Bank and its affiliates, (6) Any bonds, notes, or other evidences of indebtedness listed in Section (1) through (3) may be purchased pursuant to a repurchase agreement with a Bank, within or without the City, having a combined capital, surplus and undivided profit of not less than $25,000,000 provided the obligation of the Bank to repurchase is within the time limitations established for investments as set forth herein. The repurchase agreement shall be considered a purchase of such securities even if title, and/or possession of such securities is not transferred to the Escrow Agent, so long as the repurchase obligation of the Bank is collaterized by the securities themselves, and the securities have on the date of the repurchase agreement a fair market value equal to at least 100 percent of the amount of the repurchase obligation of the Bank, and the securities are held by a third party, and segregated from other securities owned by the Bank. No security is an Approved Security hereunder if it matures more than five years after the date of its purchase by the Bank or deposit by the Contractor. VI. The Contractor may from time to time withdraw the whole or any portion of the escrowed funds by depositing with the Bank Approved Securities in an amount equal to, or in excess of, the amount so withdrawn. Any securities so deposited or withdrawn shall be valued at such time of deposit or withdrawal at the lower of par or market value, the latter as determined by the Bank. Any securities so deposited shall thereupon become a part of the escrowed fund. PM- 22 Upon receipt of a direction signed by the City's Director of Public Works or the City Engineer, the Director of Finance or the City Accountant shall authorize the Bank to pay the principal of the fund, or any specified amount thereof, to the account of the City of Lynchburg. Such payment shall be made in cash as soon as is practicable after receipt of the direction. Upon receipt of a direction signed by the City's Director of Public Works or the City Engineer, the Director of Finance or the City Accountant shall authorize the Bank to pay and deliver the principal of the fund, or any specified amount thereof, to the Contractor, in cash or in kind, as may be specified by the Contractor. Such payment and delivery shall be made as soon as is practicable after receipt of the direction. VII. For its services, hereunder the Bank shall be entitled to a reasonable fee in accordance with its published schedule of fees or as may be agreed upon by the Bank and the Contractor. Such fee and any other costs of administration of this Agreement shall be paid from the income earned upon the escrowed fund, and, if such income is not sufficient to pay the same, by the Contractor. VIII. The net income earned and received upon the principal of the escrowed fund shall first be paid or applied to pay the Bank's fee and any other costs of administration and such income shall be deemed a part of the principal of the fund. After all of the Bank’s fees and other costs of administration have been paid from such income, the net income earned thereafter may then be paid over to Contractor in installments. IX. The Surety undertakes no obligation hereby but joins in this Agreement for the sole purpose of acknowledging that its obligations as surety for the Contractor's performance of the Contract are not affected hereby. WITNESS the following signatures, all as of the day and year first above written. CITY OF LYNCHBURG CONTRACTOR: BY: BY: City Manager Officer, Partner, or Owner (Seal) PM- 23 SURETY: By: Its: President (Seal) ATTEST: Secretary By: Attorney-in-Fact AFFIDAVIT AND ACKNOWLEDGEMENT OF ATTORNEY-IN-FACT COMMONWEALTH OF VIRGINIA (or, alternatively, Commonwealth or State of ) CITY / COUNTY OF I, the undersigned notary public, do certify that personally appeared before me in the jurisdiction aforesaid and made oath that he is the attorney-in-fact of , the Surety, that he is duly authorized to execute on its behalf the foregoing bond pursuant to the Power of Attorney noted above, and on behalf of said Surety, acknowledged the aforesaid bond(s) as its act and deed. Given under my hand this day of . (SEAL) Notary Public My Commission expires: APPROVED: City Attorney/Designee Date PM- 24 DESCRIPTION OF WORK INSTRUCTIONS TO BIDDERS The Work included under this Contract shall consist of all labor, materials, equipment, and the performance of all work necessary to complete the project known as Lynchburg Riverfront Park Development and Renovation Project as described in the Contract Documents. This Work shall be performed in accordance with the Contract Documents. 1. General: Subject to Owner's right to waive informalities, to be valid for consideration, bids must be completed and submitted in accordance with these instructions to bidders. 2. Plans and Specifications: The Contract Documents for the Lynchburg Riverfront Park Development and Renovation Project may be viewed and downloaded from the City’s website: http://www.lynchburgva.gov/current-solicitations. The Manual of Specifications and Standard Details, for the City of Lynchburg may be viewed and downloaded from the City’s website: http://www.lynchburgva.gov/manual-specifications. Work shall be performed in strict accordance with all codes, standards, and regulations outlined in the Contract Documents, the latest edition of the City of Lynchburg Manual of Specifications and Standard Details, and all local, state, and federal ordinances The successful bidder shall be issued, without charge, five sets of sets of plans and specifications. Bidding documents will be provided as indicated in the Advertisement for Bids. 3. Qualification of Bidders: Each bidder must be prepared to submit within five calendar days of the Owner’s request written evidence of his qualifications for the project, including, without limitation, financial data, previous experience, resources, personnel and evidence of authority to conduct business in the jurisdiction where the project is located. 4. Examination of Bid Documents and Site: 4.1 Before submitting bids, each bidder must examine bid documents, including, without limitation, all the Contract Documents, thoroughly; familiarize himself with Federal, state and local laws, ordinances, rules, codes, and regulations affecting the Work; and correlate his observations with requirements of the bid documents. 4.2 Bidders are requested and expected to visit the site of the project to alert themselves to local and special conditions which may be encountered during construction of the project such as: labor and transportation, handling and storage of materials, the availability of materials, and site access. Failure to make such investigations shall not relieve the successful bidder from performing and completing the Work in accordance with the Contract Documents. a. An optional pre-bid conference with associated on-site walk through will be held at the time and place stated in the Advertisement for Bids. 5. Clarification: 5.1 No oral clarification of the bid documents will be made to any bidder. To be given consideration, requests for clarification must be received in time to allow preparation of a written response at least seven (7) days prior to date fixed for opening of bids. For this project, the deadline is June 22, 2023 at 3:00 p.m. Clarifications will be issued in the form of written addenda to the bid documents and posted to the Procurement website within five (5) days of the bid opening. For this project, the deadline is June 23, 2023 at 3:00 p.m. Only clarifications by formal written addenda will be binding. (1) All communications in regard to clarifications and any other matters related to this project shall be addressed to: Matt Marsteller, Procurement Division, 900 Church Street, Lynchburg, VA 24504, email: matthew.marsteller@lynchburgva.gov. PM- 25 6. Substitutions: 6.1 Substitutions of material or equipment or both may be offered by the Contractor with his bid, provided that, if approved: a. No major changes in the construction or design intent of the project would be required. Changes required to accommodate substituted items shall be made by the Contractor at no additional cost or time delay. b. Features of quality, capacity, construction, performance, appearance, size, arrangement, and general utility, including economy of operation of substitutes offered, either parallel or exceed those of specified products. c. The provisions of the General Conditions are met, and the provisions of the General Conditions any other guarantees, if required by the specification sections, shall apply in full force and effect to the performance of such substitute products, approved for incorporation into the Work. 6.2 Technical data covering the proposed substitution shall be furnished with the bid when possible, and not later than 10 days after bid submission. 7. Bid Submission: 7.1 Submit bids using forms furnished in the Project Manual and fill in all blank spaces on the form. Repeat notation “Contractor’s Current Virginia License No. __________” on outside of inner envelope containing bid and bid security, and place this envelope within another envelope addressed to: City of Lynchburg Procurement Division 900 Church Street Third Floor, City Hall Lynchburg, VA 24504 Bidders shall include the following with their bid submission:  Bid Form  Statement of Experience  Statement of Available Resources  Equal Opportunity Report Statement  Corporate Status Form  Questions to Offeror Form  Bid Bond or Cashier’s Check Equivalent 7.2 Both the inner and outer envelopes shall have noted thereon: a. “Sealed Bid Enclosed for Lynchburg Riverfront Park Development and Renovation Project"; b. The bidder’s name and address; c. Repeat notation “Current Registered Virginia Contractor No. ______” on the outside envelope. 7.3 Each bid must be accompanied by a cashier’s check payable to the City drawn on a bank satisfactory to the City, or a Bid Bond, in the amount of five percent (5%) of the amount of the PM- 26 total base bid, with the City as obligee, as assurance that the successful bidder will enter into the Contract within ten (10) days after Notice of Award. If the successful bidder defaults by failure to enter into the Contract and to provide required performance and payment bonds, the certified check or Bid Bond accompanying the successful bid shall be collected by the City, not as a penalty but as liquidated damages for delays and such additional expenses as may be incurred by the City for reasons of such default. 7.4 Contractors will indicate a lump sum bid on the bid form. The lump sum bid shall contain all necessary costs required for completion of the Work. Any changes, erasures, modifications, or deletions in the bid form, or alternate proposals not specified in the bid proposal may make the proposal irregular and subject to rejection. 7.5 Receipt deadline for bids will be as stated in the Advertisement for Bids. All bids will be received in the Procurement Division Office, Third Floor, City Hall. It is the responsibility of the bidder to ensure bids are received and time stamped by the deadline for bids. Late bids will not be accepted. 7.6 Any bidder may withdraw or modify its bid, by a writing containing the original signature of the bidder, which writing must be received by the City prior to the date and time set for submission of bids. Withdrawal or modification must be in writing and be delivered by one of the following means: (i) hand delivery by the bidder itself, a courier, or other delivery service; (ii) by mail (no consideration shall be given to any postmark); or (iii) by marking(s) on the exterior of the bid submission envelope, but only if the marking is dated and includes the original signature of the bidder. Written modifications of bids should not reveal the bid price contained in the previously submitted sealed bid, but should simply provide the desired addition, subtraction or modification, so that the final price or terms of the bid will not be known to the City until the sealed bids are opened. Modifications shall be on the interior envelope and sealed prior to submittal. 7.7 Bids will be opened publicly in accordance with the Advertisement for Bids. 7.8 Withdrawal of bid after bid opening: To withdraw a bid after bid opening, a bidder must satisfy the substantive requirements of Va. Code §2.2-4330. In addition, the following procedures shall apply: a. The bidder shall give notice in writing of his claim of right to withdraw his bid within two business days after the conclusion of the bid opening procedure and shall submit original work papers with such notice. b. The mistake may be proved only from the original work papers, documents and materials used in preparation of the bid and delivered as required herein. 8. Bonds and Damages: 8.1 Bonds shall be with a surety company acceptable to the Owner. that is legally authorized to do business in Virginia and in a form acceptable to Owner. 8.2 A performance bond and a labor and material payment bond will be required in the amount of 100 percent of the bid. 8.3 Liquidated damages shall be as indicated in the Contract Documents. PM- 27 9. Award of Contract: 9.1 The award of the Contract will be the responsible bidder submitting the lowest responsive base bid on the basis of the sum of the base bid and accepted alternate. Selection of the apparently successful bidder's responsibility will include a serious evaluation of whether the bidder has conscientiously attempted to meet Minority and Disadvantaged Business Enterprise goals. A requirement of the Contract bidder will be that a genuine concerted effort will be utilized to meet the Contract goal. 9.2 Before the Contract is awarded, the bidder submitting the lowest responsive bid must satisfy the City that it has the requisite organization, capital, equipment, ability, resources, personnel, management, business integrity, and at least five years’ experience in the type municipal work for which it has submitted a bid. Each bidder shall, with his bid, submit a list of at least five projects of similar size and dollar value completed within the last five years, giving location, dollar value, year completed, and the name(s) of the owner(s) and architect/engineers(s). The bidder shall verify to the City that it has the sufficient and qualified personnel to provide for the Contact Work. Failure by the lowest responsive bidder to sufficiently satisfy the City of its ability to meet any of the above requirements may serve as grounds for rejection of the bid. 9.3 The Owner reserves the right to cancel the Advertisement for Bids, reject any and all bids, waive any and all informalities, and disregard all conforming, nonconforming, conditional bids or counterproposals. 9.4 Unless canceled or rejected, a responsive bid from the lowest responsible bidder shall be accepted as submitted, except that if the responsive bid from the lowest responsible bidder exceeds available funds, pursuant to Section 18.1-9 of the Lynchburg Public Procurement Code, the Owner may negotiate with the apparent low bidder to obtain a contract price within available funds. a. Procedures for Negotiations: If the Owner wishes to negotiate with the apparent low bidder to obtain a contract price within available funds, negotiations shall be conducted in accordance with the following procedures: 1. If the using agency wishes to conduct negotiations pursuant to this section, it shall provide the procurement administrator with a written determination that the bid from lowest responsive, responsible bidder exceeds available funds. This determination shall be confirmed in writing by the director of finance or his designee. The using agency shall also provide the procurement administrator with suggested measures to bring the proposed purchase within budget through negotiations with the lowest responsive, responsible bidder, including reductions in scope, changes in quality, value engineering, changes in terms and conditions, or changes in schedule. 2. The procurement administrator shall advise the lowest responsive, responsible bidder, in writing, that the proposed purchase exceeds available funds. He shall further invite proposed measures, such as a reduction in scope, change in quality, value engineering, changes in terms or conditions, or changes in schedule for the proposed purchase, and invite the lowest responsive, responsible bidder to amend its bid based upon the proposed measures to bring the purchase within available funds. 3. Informal discussions between the City and the lowest responsive, responsible bidder, either in person, by e-mail, by telephone, or by other means, may be used to attempt to obtain a contract within available funds. PM- 28 4. Following any successful negotiations, the lowest responsive, responsible bidder shall submit a proposed addendum to its bid, which addendum shall include the specific changes in the proposed purchase, the reduction in price, and the new contract value. The addendum shall be reviewed by the purchasing agency, the City Manager, and City Attorney for acceptability. 5. If an addendum is acceptable to the City, the City may award a contract within funds available to the lowest responsive, responsible bidder based upon the amended bid proposal. 6. If the City and the lowest responsive, responsible bidder cannot negotiate a contract within available funds, all bids shall be rejected. 9.5 Protests of Award or Decisions to Award of Contract a. The following are the exclusive procedures for a bidder or offeror to protest the City's award or decision to award a contract. 1. Any protest to award a contract shall be in writing and shall be delivered so that it is received by the City Manager not later than five (5) business days after announcement of the award or decision to award, whichever comes first. Otherwise any such protest shall be deemed to be waived. 2. Except for a protest of an emergency or sole source procurement, a protest of a City award or decision to award a contract may only be made by a person who submitted a bid or proposal for the procurement at issue and who was reasonably likely to have its bid or proposal accepted but for the City's decision. In the case of an emergency or sole source procurement, a protest may only be made by a person who can show that he was reasonably likely to have submitted a successful bid or proposal if the procurement had been other than emergency or sole source. 3. Protests shall only be granted if (1) the protester has complied fully with Sec. 18.1-6 of the Lynchburg Public Procurement Code and there has been a violation of law, the Lynchburg Public Procurement Code, or mandatory terms of the solicitation that clearly prejudiced the protestor in a material way, or (2) a statute requires voiding of the decision. 4. The City Manager shall issue a written decision on a protest within ten (10) days of its receipt by the City Manager. 5. If the protest is denied, the protestor may only appeal the denial or otherwise contest or challenge the procurement by then filing suit in the Lynchburg Circuit Court, Lynchburg, Virginia, and serving the city with such suit within ten (10) days of such denial. Otherwise, the City Manager's decision shall be final and conclusive, and the protester's right to appeal the denial or to otherwise contest or challenge the procurement shall be deemed to be waived. 6. Strictly following these procedures shall be a mandatory prerequisite for protest of the City's award or decision to award a contract. Failure by a bidder to follow these procedures strictly shall preclude that bidder's protest and be deemed to constitute a waiver of any protest. PM- 29 b. A protest may not be based upon the alleged non-responsibility of a person to whom the City awards or makes a decision to award a contract. 10. Bidders are referred to the General Conditions for the meanings of capitalized terms. End of Instructions to Bidders PM- 30 GENERAL CONDITIONS ARTICLE 1 CONTRACT DOCUMENTS AND DEFINITIONS ARTICLE 2 ARCHITECT/ENGINEER ARTICLE 3 OWNER ARTICLE 4 CONTRACTOR ARTICLE 5 SUBCONTRACTORS ARTICLE 6 WORK BY OWNER OR BY SEPARATE CONTRACTORS ARTICLE 7 MISCELLANEOUS PROVISIONS ARTICLE 8 CONTRACT TIME ARTICLE 9 PAYMENTS AND COMPLETION ARTICLE 10 PROTECTION OF PERSONS AND PROPERTY ARTICLE 11 INSURANCE FOR CONTRACTS ARTICLE 12 CHANGES AND MODIFICATIONS IN THE WORK ARTICLE 13 CLAIMS AND DISPUTE PROCEDURE ARTICLE 14 UNCOVERING AND CORRECTION OF WORK ARTICLE 15 TERMINATION OF THE CONTRACT PM- 31 GENERAL CONDITIONS ARTICLE 1 CONTRACT DOCUMENTS AND DEFINITIONS 1.1 DEFINITIONS 1.1.1 CONTRACT AND CONTRACT DOCUMENTS: The Contract Documents include: (1) the Construction Agreement (the "Contract"), its General Conditions, its Special Conditions (if any) and its attachments (if any); (2) the City’s Invitation for Bid No. 2024-003 dated May 2023, and any addenda; (3) the Contractor’s bid; (4) the Contract plans, drawings, and specifications and any addenda; and (5) any Modifications and any Field Orders. Any soils, geotechnical or other reports, surveys and analyses which may be made available to the Contractor for review or information under this Contract, are not adopted by reference into, nor are they part of the Contract Documents. 1.1.2 MODIFICATION: A Modification is (1) a written amendment to the Contract signed by both parties (Project Manager for City of Lynchburg and authorized agent for the Contractor), (2) a written Change Order signed by the Project Manager or Owner's authorized representative and an authorized agent for the Contractor, or (3) a written Change Directive signed by the Owner's authorized representative. Modifications may be made to the Contract and Contract Documents without notice to any surety for the performance or payment bonds for the Work. Any Modification that increases the Contract Sum by more than $50,000 or that causes total expenditures for the Contract to exceed the amount budgeted for the Contract may only be made with the specific approval of the City Manager. 1.1.3 WORK: "Work" means the construction and services required by the Contract Documents and includes all services, plant, labor, materials, supplies, equipment and other things necessary for Contractor to carry out and complete the requirements of the Contract Documents. "Work" includes material suitably stored and protected. "Work" also includes any portion of the Work, whether completed or not. 1.1.4 PROJECT: The Project is the total construction of which the Work performed by Contractor under the Contract Documents may be the whole or a part. 1.1.5 FURNISH, INSTALL & PROVIDE: The terms "Furnish" or "Install" or "Provide", unless specifically limited in context, mean furnishing and incorporating a specified item, product or material into the Work, including all necessary labor, materials, equipment to make the item and the Work ready for use. 1.1.6 EXTRA WORK: The term "Extra Work" as used herein, refers to and includes work required by the Owner, which, in the judgment of the Owner involves changes in or additions to the Work required by the Contract Documents in their then-existing form. 1.1.7 NOTICE OF AWARD: "Notice of Award" is the written notice of the Owner’s acceptance of the Contractor’s bid given by the Owner to Contractor as the successful bidder. 1.1.8 NOTICE: "Notice" means written notice made in the manner specified in this paragraph. PM- 32 1.1.8.1 “Notice” shall be deemed to have been given to the Owner if sent to the following persons by the means indicated in 1.1.8.3 and either such Notice actually was received by such persons or adequate proof of receipt is made: Department of Public Works Procurement Division City Attorney Administration Building 3rd Floor, City Hall 3rd Floor, City Hall 1700 Memorial Ave. 900 Church Street 900 Church Street Lynchburg, VA 24501 Lynchburg, Virginia 24504 Lynchburg, Virginia 24504 1.1.8.2 “Notice” shall be deemed to have been given to the Contractor if sent to the following person by the means indicated in 1.1.8.3 and either such Notice was received by such person or the Contractor or adequate proof of receipt by such person or the Contractor is made: (Insert Successful bidder authorized representatives name and address) 1.1.8.3 “Notice” shall be sent by special courier, recognized overnight delivery service, or United States mail. With the exception of original bid documents, facsimile copies and e-mail shall be acceptable if the original is then sent by special courier, recognized overnight delivery service, or United States mail within three business days. 1.1.9 CHANGE DIRECTIVES: If the parties cannot agree to a written amendment to the Contract or to a Change Order, Owner may, by issuance of a written "Change Directive," direct Contractor to perform Work that Owner acknowledges, or that Contractor contends, to be a change to the Work required by the Contract Documents. A change order signed by the Owner that Contractor fails or refuses to sign shall be considered a "Change Directive." 1.1.10 MISCELLANEOUS WORDS OR TERMS: 1.1.10.1 Whenever they refer to the Work or its performance, "directed", "required", "permitted", "ordered", "designated", "prescribed", and words of like import shall imply the direction, requirements, permission, order, designation or prescription of the Owner, and "approved", "acceptable", "satisfactory", "in the judgment of" and words of like import shall mean approved by or acceptable to or satisfactory to or in the judgment of the Owner. 1.1.10.2 The Contract Documents generally refer to the Owner, Contractor, Architect/Engineers, entities, and persons as if masculine in gender and singular in number. Such references are intended to include the feminine or neutral in gender and/or the plural in number when appropriate. 1.2 EXECUTION, CORRELATION AND INTENT OF CONTRACT DOCUMENTS 1.2.1 Two originals of the Contract shall be executed. 1.2.2 The intent of the Contract Documents is to include all items necessary for the proper execution and completion of the Work, including without limitation, all items reasonably inferable from the Contract Documents. The Contract Documents are complementary, and what is required by any one shall be as binding as if required by all. Words and abbreviations which have well-known technical or trade meanings are used in the Contract Documents in accordance with such recognized meanings. 1.2.3 Anything shown on the drawings and not mentioned in the specifications or mentioned in the specifications and not shown on the drawings shall have the same effect as if shown or mentioned respectively in both. Technical specifications take priority over general specifications, and detail drawings take precedence over general drawings. Contractor shall promptly notify the A/E and Owner of PM- 33 any conflict or inconsistency in the Contract Documents, upon its discovery, and promptly submit an explanation in writing of the conflict or inconsistency to the A/E, with a copy to the Owner. The A/E’s decision thereon shall be final. In case of conflict or inconsistency between the drawings and the specifications, the specifications shall govern. 1.2.4 Should any labor, material, or equipment be required which is not denoted in the drawings and specifications, but which is, nevertheless, reasonably necessary for the proper carrying out of the intent of the Work, it is agreed that the labor, material, or equipment is implied, and the Contractor shall provide such labor and furnish such materials and equipment as fully as if they were completely delineated and prescribed, without additional cost to the Owner. 1.2.5 The Contractor may be furnished additional instructions and detail drawings to carry out the Work included in the Contract Documents. The additional drawings and instructions thus supplied to the Contractor will coordinate with the Contract Documents and will be so prepared that they can be reasonably interpreted as a part thereof. The Contractor shall carry out the Work in accordance with the additional detail drawings and instructions. 1.2.6 The drawings and specifications are divided into sections for convenience and clarity only. The Contractor shall not construe this division as a division of the Work into various subcontractor units. The Contractor may subcontract the Work in such divisions as he sees fit, but he is ultimately responsible for furnishing all Work required by the Contract Documents. 1.2.7 The provisions of this Contract cannot be amended, modified, varied or waived in any respect that causes a change to the Contract Sum or Contract Time except by a Modification. The Contractor is hereby given notice that no person has authority to orally waive, or to release the Contractor from any of the Contractor's duties or obligations under or arising out of the Contract Documents. Any waiver, approval or consent granted by Modification or Field Order to the Contractor shall be limited to those matters specifically and expressly stated thereby to be waived, approved or consented to and shall not relieve the Contractor of the obligation to obtain any future waiver, approval or consent. 1.3 OWNERSHIP AND USE OF DOCUMENTS 1.3.1 All plans, drawings, specifications, and documents relating to the Work are the property of the Owner and are to be used only for the Project. ARTICLE 2 ARCHITECT/ENGINEER 2.1 DEFINITIONS 2.1.1 The term Architect/Engineer, hereinafter "A/E" or "Architect" or "Engineer", shall mean the consulting firm or City Department/Division, or their duly authorized representatives, lawfully licensed to practice in Virginia, that is responsible for the activities specified herein. 2.1.2 Although the A/E is referred to throughout the Contract Documents as if singular in number and masculine in gender, A/E includes plural in number and feminine or neuter in gender, as appropriate. 2.2. ARCHITECT/ENGINEER SERVICES 2.2.1 The A/E will provide services as described in these General Conditions. 2.2.2 The A/E will advise and consult with the Owner. The Owner's instructions to the Contractor may be forwarded through the A/E. The A/E has authority to act on behalf of the Owner only to the extent PM- 34 provided in the Contract Documents, and the A/E does not have authority to approve a change to the Contract Sum or the Contract Time. 2.2.3 The A/E may visit the site at intervals appropriate to the stage of construction to familiarize himself generally with the progress and quality of the Work and to determine in general if the Work is proceeding in accordance with the Contract Documents. Any visits or inspections by the A/E, any Owner's representative, or any consultant retained by the Owner are solely for the Owner's benefit and shall not confer any rights on Contractor or excuse Contractor from any obligation under the Contract Documents. 2.2.4 The A/E will immediately inform the Owner and Contractor whenever, in the reasonable opinion of the A/E, any of the Work is proceeding contrary to the requirements of the Contract Documents and will be unacceptable. Such notification by the A/E is solely for the benefit of the Owner and will not be a cause for the Contractor to claim either delay of the Work or any increase in the Contract Sum or Contract Time. 2.2.5 The A/E, the Owner and other governmental representatives shall at all times have access to the Project site and the Work regardless of its stage of progress. The Contractor shall provide facilities for such access so that the A/E, the Owner and other governmental representatives may perform their functions under the Contract Documents. 2.2.6 Where applicable, based on the A/E's observations and an evaluation of the Contractor's Applications for Payment, the A/E will recommend the amounts owing to the Contractor and will issue Certificates for Payment in such amounts, as provided in Article 9, Payments and Completion. 2.2.7 The A/E will be an interpreter of the requirements of the Contract Documents. The A/E will render interpretations necessary for the proper execution and progress of the Work, with reasonable promptness and in accordance with any time limit agreed upon. Either party to the Contract may make written request to the A/E for such interpretations. All interpretations of the A/E shall be consistent with the intent of, and reasonably inferable from, the Contract Documents and will be in writing and/or in the form of drawings. 2.2.8 The A/E will recommend to the Owner the rejection of Work that does not conform to the Contract Documents. Whenever, in his opinion, he considers it necessary or advisable for the implementation of the intent of the Contract Documents, he will have authority to require special inspection or testing of the Work in accordance with Subparagraph 7.6.2 whether or not such Work be then fabricated, installed or completed. 2.2.9 The A/E will review and approve or take other appropriate action upon Contractor's submittals such as Shop Drawings, Product Data, Samples and Manuals, but only for conformance with the design concept of the Work and with the information given in the plans, drawings, and specifications. Contractor shall ensure that all submittals are complete and have had included with them all correlated items that the A/E requires for his review. In the A/E’s and Owner’s sole discretion, the A/E may decline to review partial submittals or submittals for which correlated items have not been included. Contractor shall clearly note, both in a cover letter with any submittal and on the submittal itself, any deviation or inconsistency of anything submitted with the requirements of the Contract Documents. The A/E's approval of a specific item shall not indicate approval of an assembly of which the item is a component. The A/E's review and approval is for the sole benefit of the Owner and is not for the benefit of the Contractor. The A/E's review and approval shall in no way excuse Contractor from fully complying with the Contract Documents. 2.2.10 The A/E's acceptance of materials or products on behalf of the Owner shall not bar future rejection of such items (a) if they are subsequently found to be defective or inferior in quality or uniformity to the materials or products specified by the Contract Documents, (b) if such materials or products are not as PM- 35 represented by the Contractor, or (c) if such materials or products do not conform to the requirements of the Contract Documents. 2.2.11 As required, the A/E will conduct inspections to assist the Owner in determining the dates of Substantial Completion and Final Completion, will receive and forward to the Owner for the Owner's review written warranties and related documents required by the Contract Documents and assembled and submitted by the Contractor, and will recommend a final Certificate for Payment upon Contractor’s full compliance with the requirements of Article 9, Payment and Completion. 2.2.12 All claims, disputes, or other matters or questions between the Contractor and Owner arising out of or relating to the A/E's interpretation of the Contract Documents or arising out of any other decisions, communications, or actions of the A/E relating to the performance of the Work shall be resolved as set forth in Article 12, Changes and Modifications in the Work, and Article 13, Claims. 2.2.13 In case of the termination of the employment of the A/E, the Owner shall appoint a new A/E, who shall have the same status under the Contract Documents as the former A/E. ARTICLE 3 OWNER 3.1 DEFINITION 3.1.1 The Owner is the City of Lynchburg, Virginia ("City"). The term Owner means the Owner or its authorized representative. The Departmental Director, or his designee, is the authorized Owner's representative for this Contract. Notwithstanding the foregoing, the authority of the Owner's representative is subject to the limitations in the Lynchburg Public Procurement Code. 3.1.2 The Departmental Director, will designate a single Owner's representative, with the title of Project Manager (PM), who will have the power to act, within the scope of his delegated authority, for and on behalf of the Owner, in accordance with the terms of the Contract Documents. 3.1.3 For purposes of any change in the Work, the term "Owner" or "Owner's representative" specifically excludes any and all inspectors having building code or City ordinance responsibilities or jurisdiction under the requirements of the building permit for the Project. 3.2 INFORMATION POSSESSED BY OWNER 3.2.1 The Owner, as a courtesy, may make available for the Contractor's reasonable review, at the Owner's offices or together with the Contract Documents, certain boring logs, geotechnical, soils and other reports, surveys and analyses pertaining to the Project site. Any such information provided to the Contractor is intended to be for the Contractor's convenience only, and its accuracy and completeness are not guaranteed or warranted by the Owner or the A/E, it being the Contractor's sole responsibility to verify the accuracy and completeness of such information. Such information is not incorporated by reference into or made a part of the Contract Documents. 3.2.1.1 Notwithstanding any information provided by Owner or anyone acting on the behalf of Owner, the Contractor assumes full responsibility for inspection of the site and for the means and methods of construction that he employs when performing the Work. The Owner shall not be liable for any additional work or costs arising as a result of any conclusions reached or assumptions derived by the Contractor from or based upon any such information that the Owner makes available for the Contractor's convenience. PM- 36 3.3 OWNER-PAID PERMITS AND FEES 3.3.1 The Owner will, where applicable, pay for: .1 Sewer availability fees; .2 Water availability/meter connection fee; .3 Electrical, natural gas, telephone, and cable TV permanent installation charges; .4 Any easements required; .5 Railroad flagging services; and .6 Permits for work in Virginia Department of Transportation (VDOT) right-of-way. The Contractor is required to comply with the general requirement for work in the VDOT right-of-way as outlined in the The Manual of Specifications and Standard Details, latest edition, for the City of Lynchburg, and the VDOT Manual for this work. Upon completion of all work in the VDOT right-of-way, the VDOT Personnel will conduct an inspection and issue a punch list. The Contractor shall be responsible for completion of those items on the punch list and for obtaining the written release of the permit. 3.3.2. The Contractor's attention is directed to Article 4.7, Contractor-Paid Taxes, Permits, Fees, and Notices, describing other permits to be obtained and fees to be paid by the Contractor. 3.4 OWNER'S RIGHT TO STOP WORK 3.4.1 If the Contractor fails to correct defective Work as required herein or persistently fails to carry out the Work in accordance with the Contract Documents, the Owner, by a written order, may order the Contractor to stop the Work, or any portion thereof, until the cause for such order has been eliminated; however, this right of the Owner to stop the Work shall not give rise to any duty on the part of the Owner to exercise this right for the benefit of the Contractor or any other person or entity. 3.5 OWNER'S RIGHT TO CARRY OUT THE WORK 3.5.1 If the Contractor defaults or neglects to carry out the Work in accordance with the Contract Documents and fails within seven (7) days after receipt of Notice from the Owner to commence and continue correction of such default or neglect with diligence and promptness, the Owner may, without prejudice to any other remedy he may have, rectify such deficiencies, including without limitation, by performing the Work or having the Work performed by other contractors, as outlined in Section 6.1, Owner’s Right to Perform Work and to Award Separate Contracts. In such case, an appropriate Change Order or Change Directive shall be issued by Owner deducting from the payments then or thereafter due the Contractor the cost of correcting such deficiencies, including compensation for the A/E's additional services made necessary by such default, neglect or failure. If the payments then or thereafter due the Contractor are not sufficient to cover such amount, the Contractor shall pay the difference to the Owner. 3.5.2 Neither the Owner nor the A/E nor their officers, agents, assigns or employees are in any way liable or accountable to the Contractor or his surety for the method by which Work performed by the Owner or performed by other contractors pursuant to this Article 3.5, or any portion thereof, is accomplished or for the price paid therefore. Notwithstanding the Owner's exercise of its rights under this Article 3.5, the Contractor and its surety shall have sole responsibility to maintain and protect the Work, including without limitation, that portion of the Work performed by or on behalf of Owner pursuant to this Article 3.5. PM- 37 3.6 SUSPENSION OF WORK 3.6.1 The Owner shall have the authority to suspend the Work, in whole or in part, for such periods and such reasons as the Owner may deem necessary or desirable, in its sole discretion, including without limitation: .1 Unsuitable weather; .2 Other conditions considered unfavorable for the suitable prosecution of the Work; and/or .3. Other conditions considered adverse to the best interests of the Owner. 3.6.2 Any such suspension shall be made by Owner by written order to the Contractor. The Contractor shall obey immediately such order of the Owner and shall not resume the Work until so ordered in writing by the Owner. The Contractor shall be entitled to an extension of the Contract Time, subject to the provisions of Article 8, Contract Time, herein. 3.6.3 No such suspension of the Work shall be the basis of a claim by the Contractor for any increase in the Contract Sum or for any other damages, losses, costs or expenses if the suspension is for a reasonable time under the circumstances then existing and the cause thereof is beyond the control and is without the fault or negligence of the Owner or those acting on Owner’s behalf. 3.6.4 In the event of suspension of Work, the Contractor will, and will cause his Subcontractors and others providing any of the Work through Contractor to, protect carefully his and their materials and Work against damage or injury from the weather and maintain completed and uncompleted portions of the Work as required by the Contract Documents. If, in the opinion of the Owner, any Work is damaged or injured by reason of failure on the part of the Contractor or any of his subcontractors to so protect same, such Work shall be removed and replaced at the expense of the Contractor. 3.7 USE AND OCCUPANCY PRIOR TO FINAL ACCEPTANCE BY OWNER 3.7.1 The Owner has the right to take possession of and use any completed or partially completed portions of the Work, notwithstanding that the time for completing the entire Work or any portions thereof may, or may not, have expired. The taking of possession and use by the Owner shall be in accordance with the provisions in Article 9.8, Substantial Completion and Guarantee Bond. If such prior use delays the Work, the Contractor may submit a request for a time extension in accordance with the requirements of Article 8, Contract Time. 3.8 RIGHT TO AUDIT AND PRESERVATION OF RECORDS 3.8.1 The Contractor shall maintain books, records and accounts that completely and accurately account for all of his costs and receipts relating to the Project in accordance with generally accepted accounting principles and practices. The Owner or its authorized representatives shall have the right to review, inspect, audit and/or copy the books, records, accounts and related documents, including without limitation, supporting documents, of the Contractor under any of the following conditions: .1 If the Contract is terminated for any reason in accordance with the provisions of these Contract Documents, in order to arrive at equitable termination costs; .2 If the Contractor and the Owner dispute the amount due the Contractor under the terms of this Contract; PM- 38 .3 To check or substantiate any amounts invoiced or paid that are required to reflect the costs of the Contractor, or the Contractor's efficiency or effectiveness under this Contract or in connection with any extras, changes, claims, additions, backcharges, or other, as may be provided for in this Contract; and/or .4 If it becomes necessary to determine the Owner's rights and the Contractor's obligations under the Contract or to ascertain facts relative to any Claim. 3.8.2 These provisions for review, inspection, audit and copying shall give the Owner unlimited access during normal working hours to the Contractor's books, records, accounts and supporting documents under the conditions stated above. 3.8.3 The Contractor shall make all his books, records, accounts, and all other documents relating to his costs and receipts under this Contract, including without limitation any supporting documents, available to the Owner and its representatives for review, audit, inspection and copying at any time during the period from entry into this Contract through three years after Final Payment or termination of this Contract, whichever occurs later. 3.8.4 Any payments made under this Contract shall not constitute a waiver of the Owner's rights to review, inspect, copy and audit. Payments shall not constitute a waiver or agreement by the Owner that it accepts as correct the billings, invoices or other charges upon which the payments are based. If the Owner's review and audit produces a claim against the Contractor, the Owner may pursue all its legal remedies, even though Owner has made all or part of the payments required by this Contract. 3.8.5 If any review or audit by the Owner or the Owner's representatives discloses an underpayment by the Owner, the Owner shall pay any amounts found by the audit to be owed to the Contractor. If such audit discloses an overpayment, the Contractor reimburse the Owner for the amount of the overpayment. 3.8.6 The Owner's right to review, inspect, audit and copy, and the Contractor's duty as to preservation of records shall terminate at the end of three (3) years after Final Payment or termination of this Contract, whichever occurs later. The Contractor shall include this "Right to Audit and Preservation of Records" clause in all his subcontracts, and he shall require the same to be inserted by all Subcontractors and lower- tier subcontractors in their subcontracts, for any portion of the Work. Should Contractor fail to cause this clause to be included in any such subcontract or lower tier subcontract or otherwise fail to ensure the Owner's rights under this Article 3.8, Contractor shall be liable to Owner for all costs, expenses and attorney's fees that Owner may incur in order to obtain the information that would have otherwise been available to Owner under this Article 3.8, and the absence of such information shall create a presumption in the Owner's favor, which Contractor must overcome with clear and convincing evidence, that the missing information does not support the payment to Contractor or Contractor claim at issue. 3.8.7 Review, inspection, audit and copying pursuant to this Article 3.8 may be conducted by the Owner or its authorized representatives. 3.8.8 Documents subject to this Article 3.8 shall be made available to Owner and its representatives in whatever formats Owner requests, including without limitation, any electronic formats and/or in paper formats. 3.9 RIGHT TO REVIEW OTHER DOCUMENTS AND MATERIALS 3.9.1 In addition to the rights granted to the Owner under Article 3.8, Right to Audit and Preservation of Records or Documents, the Owner shall have the right to inspect, review and copy any and all of the Contractor's records or documents pertaining to or relating in any way to the Work, including, but not limited to, correspondence, memoranda, minutes, reports, intra- and inter-office communications, work PM- 39 papers, estimating sheets, progress reports, forecasts, audio or video recordings, computer disks, e-mails, films, or any other materials, regardless of physical form or characteristics, which were prepared by or in the possession of, or obtainable by, the Contractor. The Contractor shall make all such documents and records available to the Owner upon ten (10) days’ Notice to the Contractor of the Owner's intent to inspect and review such documents. The Contractor shall include this "Right to Review Documents and Other Materials" clause in all its subcontracts, and Contractor shall cause the same to be inserted by all Subcontractors and lower-tier subcontractors in their subcontracts for any portion of the Work. The Contractor hereby waives any right he may have to additional compensation or time extensions in the event he fails or refuses to preserve and produce records pertaining to any such claim as requested by the Owner pursuant to this paragraph. In addition, the Owner may withhold all or any portion of any progress payments, which may be otherwise due, in the event Contractor refuses to comply with its obligations under this Article 3.9. The review, inspection and copying of documents and other records under this Article 3.9 may be conducted by the Owner or its authorized representatives. 3.9.2 Records and documents subject to this Article 3.9 shall be made available to Owner and its representatives in whatever formats Owner requests, including without limitation, any electronic formats and/or in paper formats. ARTICLE 4 CONTRACTOR 4.1 DEFINITION 4.1.1 The Contractor is the person or entity identified in the Contract as such, and is generally referred to throughout the Contract Documents as if singular in number and masculine in gender but includes the feminine and neuter in gender, as appropriate. The term Contractor means the Contractor or his authorized representative. 4.1.2 This entire Contract is not one of agency by the Contractor for Owner but one in which the Contractor is engaged independently in the business of providing the services and performing the Work herein described as an independent contractor. 4.2 REVIEW OF CONTRACT DOCUMENTS 4.2.1 The Contractor shall not perform any portion of the Work at any time without having obtained and carefully reviewed the Contract Documents or, where required, approved Shop Drawings, Product. Data, Samples or Manuals for such portion of the Work. 4.2.2 The Contractor shall keep at the Project site at least two (2) copies of the drawings and specifications and shall at all times give the A/E, inspectors, and representatives of the Owner access thereto. Further, said drawings and specifications shall be the approved sets issued to the Contractor by the appropriate City permit agencies 4.3 CONTRACTOR'S REPRESENTATIONS By entering into this Contract with the Owner, the Contractor represents and warrants the following, together with all other representations and warranties in the Contract Documents 4.3.1 That he is experienced in and competent to perform the type of work required and to furnish the plant, materials, supplies or equipment to be so performed or furnished by him; 4.3.2 That he is financially solvent, able to pay his debts as they mature, and possessed of sufficient working capital to initiate and complete the Work required by the Contract Documents; PM- 40 4.3.3 That he is familiar with all federal, state, and local government laws, ordinances, permits, regulations and resolutions that may in any way affect the Work or those employed therein; 4.3.4 That such temporary and permanent Work required by the Contract Documents which is to be done by him will be satisfactorily constructed and fit for use for its intended purpose and that such construction will not injure any person, or damage any property; 4.3.5 That he has carefully examined the Contract Documents and the site of the Project and the Work and that from his own investigations, he has satisfied himself and made himself familiar with: (1) the nature and location of the Work, (2) the character, quality and quantity of materials likely to be encountered, including, but not limited to, all structures and obstructions on or at the project site, both natural and man-made; (3) the character of equipment and other facilities needed for the performance of the Work, (4) the general and local conditions, including without limitation its climatic conditions, the availability and cost of labor and the availability and cost of materials, tools and equipment; (5) the quality and quantity of all materials, supplies, tools, equipment, labor and professional services necessary to complete the Work in the manner required by the Contract Documents; and (6) all other matters or things which could in any manner affect the performance of the Work; 4.3.6 That he will fully comply with all requirements of the Contract Documents; 4.3.7 That he will perform the Work consistent with good workmanship, sound business practice, and in the most expeditious and economical manner consistent with the best interests of the Owner; 4.3.8 That he will furnish efficient business administration, an experienced superintendent, and an adequate supply of workmen, equipment, tools and materials at all times; 4.3.9 That he will complete the Work within the Contract Time; 4.3.10 That his Contract Sum is based upon the labor, materials, systems and equipment required by the Contract Documents, without exception; and 4.3.11 That he has satisfied himself as to the feasibility and correctness of the Contract Documents for the construction of the Work. 4.4 SUPERVISION AND CONSTRUCTION PROCEDURES 4.4.1 The Contractor shall supervise and direct the Work, using his best skill and attention. He shall be solely responsible for all construction means, methods, techniques, sequences and procedures and for coordinating all portions of the Work under the Contract; subject, however, to the Owner's right to reject means and methods proposed by the Contractor which are unsafe or otherwise not in compliance with the Contract Documents. 4.4.2 The Contractor shall be responsible to the Owner for the acts and omissions of Contractor's employees, Subcontractors and sub-subcontractors, suppliers, their agents and their employees, and of any other persons providing any of the Work through Contractor, and for their compliance with each and every requirement of the Contract Documents, in the same manner as if they were directly employed by the Contractor. 4.4.3 The Contractor understands and agrees that he shall not be relieved of his obligations to perform the Work in accordance with the Contract Documents either by the activities or duties of the Owner or the A/E in their administration of the Contract or by inspections, tests, or approvals required or performed under Article 7 by persons other than the Contractor. PM- 41 4.4.4 Before starting a section of the Work, the Contractor shall carefully examine all preparatory work that has been executed by others to receive his Work to see that it has been completed. He shall check carefully, by whatever means are required, to ensure that his Work and adjacent, related work will finish to proper quality, contours, planes, and levels. 4.4.5 The Contractor understands and agrees that the Owner and A/E will not have any liability for or any responsibility to exercise any control over construction means, methods, techniques, sequences or procedures, or for safety precautions and programs in connection with the Work, and they will not be responsible for the Contractor's failure to carry out the Work in accordance with the Contract Documents. The Owner and the A/E will not have any liability for or any responsibility to exercise any control over the acts or omissions of the Contractor, Subcontractors, sub-subcontrators or any of their agents or employees, or any other persons performing any of the Work. 4.4.6 The Contractor shall use no plant, equipment, materials, or persons for this Work to which the Owner objects. 4.4.7 The Contractor shall not remove any portion of the Work or stored materials from the site of the Project without the Owner's prior, written approval. 4.5 LABOR, MATERIALS AND EQUIPMENT 4.5.1 The Contractor shall furnish all plant, labor, materials, supplies, equipment and other facilities and things necessary or proper for, or incidental to, the Work, and will perform all other obligations imposed on him by the Contract Documents. Final payment will not be made until the Work is so completed. 4.5.2 Unless otherwise provided in the Contract Documents, the Contractor shall provide and pay for all labor, materials, equipment, tools, construction equipment and machinery, water, heat, utilities, transportation, and other facilities and services necessary for the proper execution and completion of the Work, whether temporary or permanent and whether or not incorporated or to be incorporated in the Work. 4.5.3 Work, materials, and equipment which are necessary in the construction but which are not specifically referred to in the specifications or shown in the drawings but implied by the Contract Documents shall be furnished by the Contractor at his own cost and expense. Such work and materials shall correspond with the general character of the Work as may be determined by the A/E subject to review as provided in Article 2.2.11. 4.5.4 The Contractor shall perform at least that percentage of the Work specified in the Contract to be Contractor self-performed with forces that are in the direct employment of the Contractor. The Contractor shall submit to the Owner within thirty (30) days after award of the Contract a designation of the Work to be performed by the Contractor with his own forces. The percentage of the Work to be performed under subcontract shall be calculated by adding the amounts of all subcontracts and dividing this sum by the total Contract Sum. 4.5.5 The Contractor shall at all times enforce strict discipline, safety and good order among all persons providing any of the Work through him and shall not cause or allow to be used for the Work any unfit person or anyone not skilled in the task assigned to him. If any person providing any of the Work through the Contractor shall appear to the Owner to be incompetent or to act in a disorderly or improper manner, such person shall be removed immediately, at the request of the Owner, and shall not provide any of the Work except on written consent of the Owner. 4.5.6 No materials or supplies for the Work shall be purchased by the Contractor or by any Subcontractor subject to any chattel mortgage, or under a conditional sale or other agreement by which an interest is PM- 42 retained by the seller. The Contractor warrants that he has good title to all materials and supplies used by him in the Work. 4.5.7 The Contractor shall provide approved and adequate sanitary accommodations. All wastes shall be covered, disinfected, incinerated or otherwise disposed of legally. 4.5.8 All equipment, apparatus and/or devices of any kind to be incorporated into the Work that are shown or indicated on the drawings or called for in the specifications or required for the completion of the Work shall be entirely satisfactory to the Owner as regards operation, capacity and/or performance. No approval, either written or verbal, of any drawings, descriptive data or samples of such equipment, apparatus, and/or device shall relieve the Contractor of his responsibility to turn over the same in good working order for its intended purpose at the completion of the Work in complete accordance with the Contract Documents. Any equipment, apparatus and/or device not fulfilling these requirements shall be removed and replaced by Contractor with proper and acceptable equipment, apparatus, and/or device, or put in good working order satisfactory to the Owner by Contractor without additional cost to the Owner. 4.6 WARRANTY 4.6.1 The Contractor warrants to the Owner that all materials and equipment furnished under this Contract will be new unless otherwise specified, and that all workmanship will be of first class quality, free from faults and defects and in conformance with the Contract Documents and all other warranties and guaranties specified therein. Where no standard is specified for such workmanship or materials, they shall be the best of their respective kinds. All Work not conforming to these requirements, including substitutions not properly approved and authorized, may be considered defective. If required by the Owner, the Contractor shall furnish satisfactory evidence as to the kind and quality of materials and equipment. This warranty is not limited by the provisions of Article 13, Uncovering and Correction of Work. 4.6.2 The Work included in this Contract is specified in the Contract Documents. The Contractor shall be required to complete the Work specified and to provide all items needed for construction of the Work, complete and in good order. 4.7 CONTRACTOR-PAID TAXES, PERMITS, FEES AND NOTICES 4.7.1 The Contractor shall pay all sales, consumer, use and other similar taxes for the Work or portions thereof provided by the Contractor which are legally enacted at the time bids are received, whether or not yet effective. Taxes to be paid by the Contractor shall include, but shall not be limited to, the Lynchburg City Business, Professional and Occupational License Tax (a gross receipts tax). 4.7.2 Except as provided in Article 3.3, Owner-Paid Permits and Fees, the Contractor will be responsible for obtaining and paying for all other fees, including but not limited to fines and penalties, permits and licenses necessary for the proper execution of the Work, including but not limited to: .1 Building Permit and inspections (City fees waived); .2 Plumbing, Electrical, Mechanical Permits and inspections (City fees waived); .3 Temporary water meter, temporary electrical and telephone installations and temporary utility usage; .4 Temporary security lighting; PM- 43 .5 All other permits necessary in order to perform the Work shall also be secured by the Contractor, and fees necessary in order to perform the Work shall be paid by him as part of this Contract at no additional cost to the Owner. 4.7.3 The Contractor shall give all notices and comply with all laws, ordinances, rules, regulations, codes, permits, resolutions and lawful orders of any public authority bearing on the performance of the Work; including but not http://www.lynchburgva.gov/manual-specificationsand Employment Chapter 3 of the Code of Virginia, and Title VII of the Civil Rights Act of 1964, as amended. All safety violations shall be corrected immediately upon receipt of notice of violation. 4.8 COMPLIANCE 4.8.1 All demolition and excavation shall comply with all laws, ordinances, rules and regulations, and lawful orders of public authority, including without limitation, those for the prevention of accidents as issued by the Department of Labor and Industry of the Commonwealth of Virginia. .1 IMMIGRATION REFORM AND CONTROL ACT OF 1986 The Contractor certifies that it does not, and will not during the perfo...