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Home My WebLink About2/13/2024 - RCPS and Branch Builds Interim Agreement-New CTE and Renovations WE Cundiff & Glen Cove ElementaryRoanoke County Public Schools & Branch Builds Interim Agreement New CTE Center, Renovations at WE Cundiff Elementary, Renovations at Glen Cove Elementary 2/13/24 BRANCH BUILDS RRMM ARCHITECTS •~BAIZER 9_.I & A SS O CIATES PLANNERS / ARCHITECTS I ENGINEERS I SURVEYORS ~ ASCENT [NG,I N EERING GROur PPEA Design-Build Services for Roanoke County Public Schools CTE Center, Glen Cove & W.E. Cundiff Elementary Schools ■BRANCH RRMM ARCHITECTS + Schedule w 0 I-w a: z ..J ~ Q. <t w ~ ...., <t ' <9 0 0 I-~ ~ u I-z w 0 I-w t:i°j u a: ~ '&_ 0 w z w ...J ~ Q: w Q. w I-w w 0 a: ~ (/) I-~ ~ 0 <t vi u. w (/) u. u ...J vi 0 0 w (/) w u.i u w I-0 a: => ...J u u ~ I-...J F u w Q: <t w a: ;=! 0 X I-Li) vi z w (/) 2023 2024 • • . . . .. . . . . DESIGN DEVELOPMENT / OWNER INPUT RENO BEGINS : . t31HW1 .. ■BRANCH RRMM ARCHITECTS •~BALZER ._j;, \")',ll(l\11" February 13, 2024 w I-w ..J Q. ::E 0 u (/) ...J OtD O"' IO u~ vi-('t') ~~ -'=> <t-. • • -- •~BALZER ._J; l'< ASSO IATCS Glen Cove & W.E. Cundiff Elementary Schools Proposed Site Plans ' ------.... , ----- ' # . . ' . ' ' 1-::- -------------.. ___ _ -, . . I Glen Cove Elementary School -Proposed Floor Plans • FIRST FLOOR PLAN SECOND FLOOR PLAN Glen Cove Elementary School -Conceptual View Glen Cove Elementary School -Conceptual View ,;;;:------------- W.E. Cundiff Elementary School -Proposed First Floor Plan TV Jllr •-r :tr-r ••ltYlf' FIRST LEVEL OVERALL FLOOR PLAN SCM.f_1IW•1'4" W.E. Cundiff Elementary S£~oo1 -.,_~roe,~sed Second Floor Plan -i- ~ I la :. is ':- I. .. l!I ~ I ii "'' ... T V "" "'" "" ... mt ..... mt ,,,. TV mt ,.,. zr-ur "" ,.,. mt .... .. --- '/!f -<" T V J f TV -.... AC/T1 ... V a,, ., .. --- 1r-, Yl -10" -»-r 17 -S" 17 ... 'l!f -T -"'" T V lllD "'" -.., . -.., . -,,,. TV ... "'" lll'·1W -I I I I c:: I I I W.E. Cundiff Elementary School -Conceptual View W.E. Cundiff Elementary School -Conceptual View New Career & Technical Education Center Roonok~ Counl)I Public Schools Facility Space Program D.lte: April 20# 2023 SUMMARY -· description AC>y1Nl5TRATIQN CINIER FOR IMN$PORJAOON crmre FOR COtnTRUCTION (Afl[[RS CfHTfR fOR COMPUTER K!ENC( & CYBERSECVRffY CINTE.R FOR PUBLIC $E8Y!Cl & LEADER5ff P ql'fT[R fOR SJ"RVt([ lljMJftFPi EHTR[P 'MlJRSH, qNT[R FOR PERFQBM "fCi ARO & PRQDUCJ!P'i CfNUR FOR WUAt. ART) & MUSEUM STUDIES C[NTfR fOR HEALTH SQ["t(tS C[NTJR FOR £N(;rfol[fRING & MANUFAQUR11'4G ClNTER FOR TIWfSfTIOW PATHWAYS ams FOR MASS COMMur,ICATION CQ¥MON c11r,U!YE&OI:tt[!$PAQS SUB TOTAl N£T AREA ORCUlATION, RE5TROOMS, MECHANICAL. ELECTRICAi.. DAT,\ cusroow. W"llS TOTAI.S New Career & Technical Education Center PROCESS/ PROGRAMMING 10/19/2022 ...... st•fl students -'352 u 0 20719 40 15356 5 100 2670 60 5220 3 90 9528 s 60 0 • 70 0 60 8350 3 60 11580 6 140 3436 9 90 2720 4 60 7500 0 0 91'31 32" 29258 tot.al sross area staff students 12-S7 1)0 @~~ 51 ■BRANCH . \ . . SITE PLAN SCHEMATIC DESIGN DOCUMENTS Roanoke County career & Technical EducatJon Cente< PROJ£Cf~ 23112-01 ~ err t290SF Second Floor Plan "-.._ DIVIDING WALL l!-.====;;;;;;;;;;;;;=--, PARTITION New Career & Technical Education Center ....--~---------Exterior Views New Career & Technical Education Center ---~----------Ex rior Views New Career & Technical Education Center New Career & Technical Education Center Commons View New Career & Technical Education Center SUSTAINABLE & HIGH PERFORMANCE • Virginia State Requirements • High Performance Buildings Act 2021 • LEED, IGCC or Green Globes • Electric Vehicle Charging Infrastructure • Measure energy consumption and associated carbon emissions • lncorporates appropriate resilience and distributed energy features Solar PV Grid -Tied Roof Mount Propos al October 25, 2023 Proposed New CTE Building Roanoke County, VA 585.8 Kilowatt Roof Mount Grid-Jied So lar Panel PY System New Career & Technical Education Center Renewable Energy - Photovoltaics Possibilities & Considerations Estimated Annual Electrical Energy Generation : 700,000 kWh {38% of Engineer's estimate of the building annual kWh use) (80% of AEC's estimate of the building annua l kWh use) Engineer's Estimate is projecting the kwh usage of the build ing t o beb ,812,117 kWh/year! Based on power bills we have from Culpeper Techn ical Education Center wh ich uses approx . 9 kwh/sqft/year, AEC projects the proposed 97,000 sq ft build ing wou ld usf, only 873,000kwh i1 a year. System wa rra nties: All installed equipment is covered by respective manufacturer's warranties : • PV Panels : o 30 years production warranty o 12 years product guarantee o 10 years/ workmansh ip • Grid -Tied Inverter : 10 years • Optimizer: 25 year limited warranty • Affordable Energy Concepts, Inc . will provide free labor for replacement of any solar system components for 2 years from the date of the installation . 1 ./.-·· / .. ,,,. -Agenda /_··~,,_"',,,/ ,-;J/7 A ~ J~.,,,_<J □ Overview of th_~p{a~es; D Overvie~e'rms clnd S--c-op-e □ Skansk~ Services ,,,·· . □ RCPS Oversight /. ·~uestions ~--,,,, --- 2 . . \ 3 4 Overview of the Process June 2023 August 2023 October 2023 -Received and accepted an unsolicited proposal from Branch/RRMM ; Published request for competing proposals -Received competing proposals from multiple firms ; Evaluat ion committee selected proposals from 2 firms to move to the detailed phase -Received detailed phase proposals from both firms and began evaluation of proposals November 2023 -Held interviews with both firms ; Completed evaluation of proposals ; Committee made a recommendation to proceed with an interim agreement with Branch Builds - School Board approved December 2023 -RCPS consultant (Skanska) negotiated interim agreement terms and pricing in collaboration with RCPS and County Attorney January 2023 -Ultimately, it was decided to use the County 's version of ... an Interim Agreement (not AIA form) and general cond it ions February 2023 -Final version of Interim Agreement sent to County for rev iew and approval Overview of Terms and Scope Components of the Interim Agreement include : • Includes compensation for design and preconstruction services only with the exception of tree clearing services at the CTE site . • Design -Builder will produce design documents for review at each stage of design (schematic , design development and construction documents) along with construction estimates . • A Comprehensive Agreement will occur at a later date for the remainder of construction phase services once design has progressed and Branch Builds presents guaranteed maximum price proposal. • Skanska retained as Owner 's Representative Project Manager to administer the Agreement(s) and to support RCPS in managing projects . f 5 6 Skanska Services In General : • Ass i st RCPS i n negotiations of future Comprehensive Agreement • Provide cost tracking and budgeting services , including review of all i nvo icing • Ma i nta i n owner files and provide document control • Review and monitor project schedules • Provide reviews of plans and specifications • Represent the Owner in claims and disputes • Review all change orders for cost assurance and budget adherence • Administer "Owner Direct Purchase Program " • Assist with procurement of geotechnical investigation , commissioning , FF&E (outside of design -build cont r act}, construction materials testing & special inspections and other construction-related serv ices • Provide presentations to School Board , as needed Skanska Services On-site Supervision • Full -Time Employee On-Site dedicated to the CTE project • Full -Time Employee Split Between GCES/WECES Quality Assurance • Participate in regular job site meetings with the design-builder, subcontractors , architect/engineer, Owner 's representatives , testing agencies , and other appropriate parties to review progress , discuss/resolve problems , and coordinate work • Report quality-control deficiencies and suggested corrective actions to RCPS and Design-Builder • Monitor the design-builder 's performance for adherence to contract procedures , schedules , and technical requirements . Work with the design-builder to develop and implement corrective actions and schedule accelerations when necessary • Provide reporting as necessary to record the progress of work (daily, weekly and monthly) • Coordinate post-construction activities including Owner 's acceptance and testing of all major components and systems • Assist with the development of punch lists and monitor contractor compliance RCPS Oversight CTE Center • Part-Time RCPS Project Manager (Skanska is Full-Time) • Oversees Skanska's project manager • Coordinates with Director of Facilities and Operations WECES/GCES • Full-Time RCPS Project Manager (Skanska is Part-Time) • Coordinates with Skanska's Project Manager • Coordinates all phasing activities with contractor • Minimizes disruptions and inconvenience to school staff • Coordinates with Director of Facilities and Operations • Oversees all aspects of construction All Projects • RCPS Director of Facilities and Operations • Supervise and Coordinate with RCPS and Skanska Project Managers • Supervise Entire Project to Monitor Budget, Schedule, and Quality 7 8 ROANOKE COUNTY SCHOOL BOARD INTERIM AGREEMENT BETWEEN OWNER AND CONTRACTOR REGARDING PRECONSTRUCTION AND TREE CLEARING SERVICES FOR THE NEW CAREER AND TECHNICAL EDUCATION CENTER AND RENOVATIONS/ADDITIONS TO GLEN COVE ELEMENTARY SCHOOL AND W.E. CUNDIFF ELEMENTARY SCHOOL THIS INTERIM AGREEMENT (the "Contract") is dated and effective as of this __ _ day of ______ 2023 (the "Effective Date "), by and between the Roanoke County School Board, hereinafter referred to as the "Owner," and Branch Builds , Inc., hereinafter referred to as the "Contractor." RECITALS A. This Contract is entered into pursuant to Virginia's Public Private Education Facilities and Infrastructure Act of 2002 ("PPEA" or "the Act"), as set forth in Chapter 22.1 , Title 56 of the Code of Virginia, 1950 , as amended, and the Roanoke County School Board 's PPEA guidelines (the "Guidelines") which have been adopted pursuant to the Act. B. The Owner received an unsolicited proposal from the Contractor and solicited proposals from other design-build firms under the PPEA and the Guidelines for the design and construction of a new Career and Technical Education Center and renovations/additions to Glen Cove Elementary School and W.E. Cundiff Elementary School , hereinafter referred to as the "Projects". C. After reviewing the proposals , the Owner selected the Contractor for preconstruction and tree clearing services, which services are the subject of this Contract. D. It is anticipated that the Parties will enter into a subsequent agreement for construction services. E. The legal address for the Owner and for the Contractor and the addresses for delivery ofNotices and other project documents are as follows: Owner: Roanoke County School Board Attn: Dr. Ken Nicely , Division Superintendent Address : 5937 Cove Road, NW , Roanoke , VA 24019 Telephone: (540) 562-3900 xl0l 10 Email: knicely @ rcps.us Contractor: Branch Builds , Inc. Attn: Jason Hoyle , President Address: 3635 Peters Creek Road , NW , Roanoke , VA 24019 Telephone: (540) 989-5215 Email : j ason.hoy le@ branchcivii.com Page I of 5 Contractor's Virginia License#: Class A -2701007213 FEIN: 54-1393120 F. The Project is identified as and is entitled: Preconstruction and Tree Clearing Services for the Projects. General Project Description -Preconstruction and Tree Clearing services for a new CTE Center, a total of approximately 120 ,000 square feet , constructed on the recently purchased property off Peter 's Creek Road (~28 acres). Preconstruction services for renovations and expansions to Glen Cove Elementary School , including extensive renovations to the interior of the building (approximately 60 ,500 SF of renovations serving a core capacity of 580 students)), and approximately 6 ,000 SF of new additions , transforming the open-classroom floor plan concept into enclosed classrooms. Preconstruction services for renovations and expansions to W.E. Cundiff Elementary School , including extensive renovations to the interior of the building (approximately 60 ,500 SF of renovations serving a core capacity of 620 students), and approximately 15 ,900 SF of new additions . The renovations will also be transforming the open-classroom floor plan concept into enclosed classrooms. G. The Virginia licensed Architect/Engineer who has been employed by the Contractortoassistin the preconstruction services is identified as: Architect/Engineer: RRMM Architects Attn: Chris Phillips Architect's Address: 28 Church Avenue , SW , Roanoke , VA 24011 Telephone: Email: (540) 344-1212 cphillips @rrmm .com H. The Project Title indicated above is required to be shown for identification purposesonallproject-related material and documents including , but not limited to , Notices , Change Orders , Submittals , Requests for Information, Requests for Quotes , Field Orders , minutes of meetings , correspondence, Schedule of Values and Certificate for Payment, test reports , and related material. I. Unless otherwise stated, capitalized terms in this Contract shall have the meaning given them in the General Conditions of the PPEA Contract set forth in Exhibit 6 (the "General Conditions"). NOW, THEREFORE, for and in consideration of the premises and mutual covenants hereinafter contained, and subject to the conditions herein set forth , the parties hereby agree as follows: 1. The foregoing recitals are incorporated herein by reference. 2. STATEMENT OF WORK: The Contractor agrees to furnish the preconstruction and tree clearing services required for the Projects for a subsequently agreed-upon Guaranteed Maximum Price (which will be set forth in a future agreement); the scope of such Page 2 of 5 preconstruction and tree clearing services is further set forth in Exhibit 7. The pre construction services provided by the Contractor include , but are not limited to , the development of Plans for the construction of the Projects , cost estimating, value engineering , scheduling , construction phasing , constructability review , confirming the Owner 's program , schematic design, design development, development of construction documents , holding design review meetings with the Owner, receiving input from subcontractors as to building systems , means and methods of construction, site plan review and approval , and project review meetings with the Owner and regulatory review agencies. 3. CONTRACT DOCUMENTS: This Contract shall consist of the following attached as Appendix A and are incorporated by reference: Exhibit 1 Unsolicited Proposal from Branch Builds , Inc. dated June 9 , 2023 Exhibit 2 Request for Detailed Phase Proposal from Roanoke County Public Schools dated September 28 , 2023 , Addendum #3 dated October 20 , 2023 and Addendum #4 dated October 25 , 2023 (* Addenda #s 1 and 2 were related to the RFP for Conceptual Proposals , which Branch did not respond to/was not required to respond to) Exhibit 3 Detailed Phase Proposal from Branch Builds , Inc. dated October 27 , 2023 Exhibit 4 Roanoke County School Board Guidelines for Implementation of the Public-Private Education Facilities and Infrastructure Act of 2002 , as amended Exhibit 5 General Conditions of the PPEA Contract Exhibit 6 Cost Estimate (Includes Cost Estimate, Key Notes and Preliminary Schedule), dated 2/8/2024. The Parties acknowledge, however, that th e pricing set forth in this exhibit will guide the development of the GMP which will be finalized and agreed upon in a future agreem ent. Exhibit 7 Scope of Preconstruction and Tree Clearing Services, and Corresponding Schedule of Values dated 2/8/2024 Exhibit 8 Design Standards and Processes dated January 18 th , 2024 Exhibit 9 State Law Addendum THE GENERAL CONDITIONS OF THIS INTERIM AGREEMENT SHALL , IN ALL CASES , PREY AIL OVER ANY AND ALL INCONSISTENT TERMS AND CONDITIONS OF VOLUMES 1 and 2 OF THE CONTRACTOR'S PROPOSAL DATED JUNE 9, 2023 AND AS MODIFIED ON OCTOBER 27 , 2 023 , NOTWITHSTANDING THEIR INCORPORATION BY REFERENCE HEREIN-ABOVE. ANY AMBIGUITIES BETWEEN SUCH INCORPORATED DOCUMENTS AND THIS INTERIM AGREEMENT SHALL BE RESOLVED BY REFERENCE TO AND IN ACCORDANCE WITH THIS INTERIM AGREEMENT . 4. TIME FOR COMPLETION: Design work and preconstruction coordination and permitting will be completed in accordance with the project schedule (Exhibit 6). Page 3 of 5 5. COMPENSATION TOBE PAIDTOTHECONTRACTOR: I The Owner shall pay to the Contractor the total amount of six million four hundred five thousand three hundred and eighty-five dollars and no cents ($6,405 ,385.00) for the Contractor 's performance of the preconstruction and tree clearing services , as detailed on Exhibit 7. These services include, but are not limited to: (a) Schematic Design (SD) (b) Design Development (DD) (c) Construction Documents (CD), including Early Site Packages ( d ) Amended Schedule of Value at each above Phase (e) Amended Project Schedule , if needed (f) Tree clearing services for the CTE facility (deforestation and associated costs) Contractor will submit bills to Owner on a monthly basis for the services completed. Monthly bills shall be calculated on a percentage basis , based upon the percentage of the phase(s) completed and the value assigned to each phase , as set forth in Exhibit 7. As noted above, at the completion of this Interim Agreement, the Parties intend to enter into a Comprehensive Agreement for the performance of all remaining construction work in accordance with the Contract Documents for a guaranteed maximum contract price. 6. RECORDS MAINTENANCE: The Contractor and its subcontractors shall maintain all books , documents , papers , accounting records , and any other evidence , showing information of actual time devoted to and supporting the costs incurred. Such information shall be made available at their respective offices during the normal business hours during the Contract period and for a period of three (3) years from the date of final payment from the Owner to the Contractor, for audit and inspection. Copies of such information shall be furnished to the Owner upon request. 7. AUDIT AND INSPECTION OF RECORDS: The Contractor and its subcontractors shall permit the authorized representatives of the Owner to inspect and audit all data and records of the Contractor in its subcontractors, relating to the performance of this Contract. 8. CONTRACTUAL CLAIMS: Any contractual claims shall be submitted in accordance with the contractual dispute procedures set forth in Section 4 7 of the General Conditions. 9. FAIR EMPLOYMENT CONTRACTING ACT: The Contractor, its agents , employees , assigns or successors , and any persons , firm , or agency of whatever nature with whom it may contract or make an agreement, shall comply with the provisions of the Virginia Fair Employment Contracting Act (Sec. 2.2-4200 through Sec. 2.2-4201ofthe Code of Virginia, 1950 as amended), the terms of which are incorporated herein by reference. 10. NON-WAIVER: The failure of the Owner at any time to insist upon a strict performance of any of the terms , conditions , and covenants herein shall not be deemed a waiver of any subsequent breach or default in the terms , conditions , and covenants herein contained. Page 4 of 5 IN WITNESS WHEREOF, the parties hereto , on the day and year written below, have executed this agreement in three (3) counterparts , each of which shall, without proof or accountancy for the other counterparts , be deemed an original thereof. CONTRACTOR: OWNER: ROANOKE COUNTY SCHOOL BOARD By: By: Date: Date: Name: Name : Title: Title: Signature: Signature : Phone: Phone : Email: Email: Approved as to form: Counsel for the School Board Page 5 of 5 Exhibit 5 Section ROANOKE COUNTY SCHOOL BOARD GENERAL CONDITIONS OF THE PPEA CONTRACT TABLE OF CONTENTS Title Page 1. DEFINITIONS .......................................................................................................................................................... 3 2 . CONTRACT DOCUMENTS ................................................................................................................................... 6 3 . LAWS AND REGULATIONS ................................................................................................................................. 6 4. NONDISCRIMINATION ......................................................................................................................................... 8 5. PROHIBITION OF ALCOHOL AND OTHER DRUGS ......................................................................................... 8 6. TIME FOR COMPLETION ..................................................................................................................................... 9 7. CONDITIONS AT SITE ......................................................................................................................................... 10 8. CONTRACT SECURITY ....................................................................................................................................... I 0 9. SUBCONTRACTS ................................................................................................................................................. 11 10 . SEPARATE CONTRACTS .................................................................................................................................... 11 11 . CONTRACTOR'S AND SUBCONTRACTOR'S lNSURANCE ........................................................................... 12 12. "ALL RISK" BUILDER'S RISK INSURANCE .................................................................................................... 13 13 . TAXES , FEES AND ASSESSMENTS .................................................................................................................. 13 14. PATENTS ............................................................................................................................................................... 13 15. ARCHITECT/ENGINEER'S STATUS .................................................................................................................. 14 16. INSPECTION ......................................................................................................................................................... 14 17. SUPERINTENDENCE BY CONTRACTOR ......................................................................................................... 16 18 . CONSTRUCTION SUPERVISION, METHODS AND PROCEDURES .............................................................. 17 19. SCHEDULE OF THE WORK ................................................................................................................................ 17 20 . SCHEDULE OF VALUES AND CERTIFICATE FOR PA YMENT ..................................................................... 20 21. ACCESS TO WORK .............................................................................................................................................. 21 22. SURVEYS AND LA YOUT .................................................................................................................................... 21 23. PLANS AND SPECIFICATIONS .......................................................................................................................... 21 24. SUBMlTTALS ........................................................................................................................................................ 22 25. FEES, SERVICES AND FACILITIES ................................................................................................................... 23 26. EQUALS ................................................................................................................................................................. 23 27 . AVAILABILITY OF MATERIALS ....................................................................................................................... 24 2 8. CONTRACTOR'S TITLE TO MATERIALS ......................................................................................................... 24 29. STANDARDS FOR MATERIALS INSTALLATION & WORKMANSHIP ....................................................... 24 30. WARRANTY OF MATERIALS AND WORKMANSHIP .................................................................................... 25 31 . USE OF SITE AND REMOVAL OF DEBRlS ...................................................................................................... 25 32 . TEMPORARY ROADS .......................................................................................................................................... 26 33. SIGNS ..................................................................................................................................................................... 26 34. PROTECTION OF PERSONS AND PROPERTY ................................................................................................. 26 35. CLIMATIC CONDITIONS .................................................................................................................................... 27 36 . PAYMENTS TO CONTRACTOR ......................................................................................................................... 27 37 . PAYMENTS BY CONTRACTOR (§2.2-4354 , Code ofVirginia) ......................................................................... 30 38. CHANGES IN THE WORK ................................................................................................................................... 31 39 . EXTRAS ................................................................................................................................................................. 36 40 . CONTRACTOR'S RlGHT TO STOP WORK OR TERMINATE THE CONTRACT .......................................... 36 41 . OWNER'S RlGHTTO TERMINATE THE CONTRACT FORCAUSE .............................................................. 36 42. TERMINATION BY OWNER FOR CONVENIENCE ........................................................................................ .37 43 . DAMAGES FOR DELAYS ; EXTENSION OF TIME .......................................................................................... 38 44. INSPECTION FOR SUBSTANTIAL COMPLETION & FINAL COMPLETION .............................................. .40 45 . GUARANTEE OF WORK .................................................................................................................................... .41 46 . ASSIGNMENTS ........... :-. ........................................................................................................................................ 42 47 . CONTRACTUAL DISPUTES .............................................................................................................................. .42 48. TRAINING , OPERATION AND MAINTENANCE OF EQUIPMENT .............................................................. .43 49 . PROJECT MEETINGS ........................................................................................................................................... 43 50. FORUM SELECTION AND CHOICE OF LAW .................................................................................................. 44 Page 2 of 45 1. DEFINITIONS Whenever used in these General Conditions of the PPEA Contract ("General Conditions") or in the Contract Documents , the following terms have the meanings indicated, which are applicable to both the singular and plural and the male and female gender thereof: Architect, Engineer, Architect/Engineer, or A/E: The term used to designate the duly Virginia licen sed persons or entities designated by the PPEA Contractor to perform and provide the Architectural and Engineering design and related services in connection with the Work. Beneficial Occupancy: The condition after Substantial Completion but prior to Final Completion of the Project at which time the Project, or portion thereof, is sufficiently complete and systems operational such that the Owner could, after obtaining necessary approvals and certificates , occupy and utilize the space for its intended use . Guarantees and warranties applicable to that portion of the Work begin on the date the Owner accepts the Project, or a portion thereof, for such Beneficial Occupancy , unless otherwise specified in the Supplemental General Conditions or by separate agreement. Change Order : A document issued on or after the effective date of the Contract Between Owner and PPEA Contractor which is agreed to by the PPEA Contractor and approved by the Owner, and which authorizes an addition, deletion or revision in the Work, including any adjustment in the Contract Price and/or the Contract Completion Date . The term Change Order shall also include written orders to proceed issued pursuant to Section 38 (a)(3). A Change Order, once signed by all parties, is incorporated into and becomes a part of the Contract. Code of Virginia: 1950 Code of Virginia as amended. Sections of the Code referred to herein are noted by § xx-xx. Construction: The term used to include new construction, reconstruction, renovation, restoration, major repair, demolition and all similar work upon buildings and ancillary facilities , including any draining, dredging, excavation, grading or similar work upon real property . Contract: The Agreement Between Owner and PPEA Contractor hereinafter referred to as the Contract. Contract Completion Date: The date by which the Work must be Substantially Complete . The Contract Completion Date is customarily established in the Notice to Proceed, based on the Time for Completion. In some instances , however, the Contract contains a mandatory Contract Completion Date, which shall be stated in the Request for Proposal. Contract Documents: The Interim Agreement between Owner and PPEA Contractor signed by the Owner and the PPEA Contractor and any documents expressly incorporated therein . Contract Price: The total compensation payable to the PPEA Contractor for performing the Work , subject to modification by Change Order. Contractor or PPEA Contractor: The person or entity with whom the Owner has entered into a contract to do the Work. Date of Commencement: The date as indicated in the written Notice to Proceed, the receipt of the earliest Building Permit for vertical construction (not to be confused with land disturbing permit), or a date mutually agreed to between the Owner and Contractor in writing , whichever is the latest. Day(s): Calendar day(s) unless otherwise noted. Defective: An adjective which, when modifying the word Work, refers to Work that is unsatisfactory , faulty , deficient, does not conform to the Contract Documents or does not meet the requirements of inspections, standards , tests or approvals required by the Contract Documents , or Work that has been damaged prior to the final payment (unless responsibility for the protection thereof has been assumed by Owner at Substantial Page 3 of 45 Completion or Beneficial Occupancy). Drawing: A page or sheet of the Plans which presents a g raphic representation , usually drawn to scale , showing the technical information, desi g n, location , and dimensions of various elements of the Work . The graphic representations include , but are not Limited to , plan views , elevations , transverse and Longitudinal sections , large and small scale sections and details , isometrics , diagrams , schedules , tables and/or pictures . Emergency : Any unforeseen situation , combination of circumstances , or a resulting state that poses imminent danger to health, Life or property . Field Order: A written order issued by the A/E which clarifies or explains the plans or specifications , or any portion or detail thereof, without changing the design, the Contract Price , the Time for Completion or the Contract Completion Date . Final Completion Date : The date of the Owner's acceptance of the Work from the Contractor upon confirmation from the Contractor that the Work is totally complete in accordance with Section 44(b). Final Payment: The final payment that the Contractor receives pursuant to the applicable provisions of Section 36 , except in the event no final payment is made due to termination of the Contract under either Sections 41 or 42. In the event of a tennination for cause under Section 41 , the Final Payment shall be when the termination became effective . In the event of a termination for convenience under Section 42 , the Final Payment shall be either the payment of compensation for tennination that the Contractor receives according to the provisions of Subsection 42 , or the Owner 's determination that no compensation for termination is due the Contractor under Subsection 42 , as the case may be . Float: The excess time included in a construction schedule to accommodate such items as inclement weather and associated delays , equipment failures , and other such unscheduled events. It is the contingency time associated with a path or chain of activities and represents the amount of time by which the early finish date of an activity may be delayed without impacting the critical path and delaying the overall completion of the Project. Any difference in time between the Contractor's approved early completion date and the Contract Completion Date shall be considered a part of the Project Float. Float, Free: The time (in days) by which an activity may be delayed or lengthened without impacting upon the start day of any activity following in the chain. Float, Total: The difference (in days) between the maximum time available within which to perfonn an activity and the duration of an activity . It represents the time by which an activity may be delayed or lengthened without impacting the Time for Completion or the Contract Completion Date . Notice: All written notices , including demands , instructions , claims , approvals and disapprovals , required or authorized under the Contract Documents. Any written notice by either party to the Contract shall be sufficiently given by any one or combination of the following , whichever shall first occur: {l) delivered by hand to the last known business address of the person to whom the notice is due ; (2) delivered by hand to the person's authorized agent, representative or officer wherever they may be found ; (3) enclosed in a postage prepaid envelope addressed to such Last known business address and delivered to a United States Postal Service official or mailbox . Notice is effective upon such delivery, or ( 4) by electronic mail. ALI notices to the Owner should be directed to the Project Manager. If the Owner and the Contractor agree in writing that Notices transmitted by Facsimile (Fax) or e-mail are acceptable for the Project, such Notice shall be transmitted to the Fax number or e-mail address Listed in the agreement and shall have a designated space for the Fax or e-mail Notice recipient to acknowledge its receipt by authorized signature and date . The Fax or e-mail Notice with authorized signature acknowledging receipt shall be Faxed or e-mailed back to the sender . The Faxed or e-mailed Notice shall be effective on the date it is acknowledged by authorized signature. All Faxed or e-mailed Notices shall also be sent by hard copy , which shall be effective upon delivery , as provided herein . Notice shall be effective upon the date ofacknowledgment of the Faxed or e-mailed Notice or the date of delivery , whichever o ccurs first. Page 4 of 45 Notice to Proceed: A written notice given by the Owner to the Contractor (with a copy to A/E) directing the PPEA Contractor to commence Work on the Date of the Commencement and specifying the time periods within which the PPEA Contractor is to achieve Substantial and Final Completion . Owner: The Roanoke County School Board . Person: This term includes any individual, corporation, partnership , association , company , business , trust, joint venture, or other legal entity . Plans: The term used to describe the group or set of project-specific drawings prepared by the PPEA Contractor 's Architecture/Engineer and acceptable to the Owner which describe the proposed Work in sufficient detail and provide sufficient information for the Building Official to determine code compliance and for the Contractor to perform the Work and which are included in the Contract Documents . PPEA Proposal: The PPEA Proposal, dated June 9 ,, 2023 and revised October 27 , 2 023 , submitted by Contractor to Owner, including the Detailed Phase Proposal as well as any modifications submitted by the PPEA Contractor in response to the Owner 's RFP setting forth the design concepts , design criteria, pricing requirements , and other conditions of the Work to be performed. Project: The term used instead of the specific or proper assigned title of the entire undertaking which includes , but is not limited to , the "Work" described by the Contract Documents , including any specific Phases or Subphases of such Work . Project Inspector: One or more persons employed by the Owner to inspect the Work for the Owner and/or to document and maintain records of activities at the Site to the extent required by the Owner. The Owner shall notify the Contractor in writing of the appointment of such Project Inspector(s). Project Manager: The Project Manager as used herein shall be the Owner's designated representative on the Project. The Project Manager shall be the person through whom the Owner generally conveys written decisions and notices . All notices due the Owner and all information required to be conveyed to the Owner shall be conveyed to the Project Manager. The scope of the Project Manager's authority is limited to that authorized by the Owner, who shall provide written information to the Contractor at the Preconstruction meeting defining those limits. Upon receipt of such information, the Contractor shall be on notice that it cannot rely on any decisions of the Project Manager outside the scope of its authority . Nothing herein shall be construed to prevent the Owner from issuing any notice directly to the Contractor. The Owner may change the Project Manager from time to time and may , in the event that the Project Manager is absent, disabled or otherwise temporarily unable to fulfill his duties, appoint an interim Project Manager. Provide: Shall mean furnish and install ready for its intended use. Schedule of Values: The schedule prepared by the Contractor and acceptable to the Owner which indicates the value of that portion of the Contract Price to be paid for each trade or major component of the Work . Site: Shall mean the location at which the Work is performed or is to be performed . Specifications: That part of the Contract Documents prepared by the Contractor's Architecture/ Engineer and acceptable to the Owner which contain the written design parameters and the technical descriptions of materials , equipment, construction systems , standards , and workmanship which describe the proposed Work in sufficient detail and provide sufficient information for the Building Official to determine code compliance and for the Contractor to perform the Work . Subcontractor: A person having a direct contract with Contractor or with any other Subcontractor for the performance of the Work. Subcontractor includes any person who provides on-site labor but does not include any person who only furnishes or supplies materials for the Project. Submittals : All shop , fabrication, setting and installation drawings , diagrams , illustrations, schedules, samples, and other data required by the Contract Documents which are specifically prepared by or for the Page 5 of 45 Contractor to illustrate some portion of the Work and all illustrations, brochures , standard schedules, performance charts , instructions , diagrams and other information prepared by a Supplier and submitted by the Contractor to illustrate material or equipment conformance of some portion of the Work with the requirements of the Contract Documents . Substantial Completion or Substantially Complete : Tbe condition when the Owner agrees that the Work, or a specific portion thereof, is sufficiently complete, in accordance with the Contract Documents , so that it can be utilized by the Owner for the purposes for which it was intended. The Owner at its sole discretion may, after obtaining the necessary approvals and certificates , take Beneficial Occupancy at this time or choose to wait to occupy until after Final Completion is achieved. Supplemental General Conditions: That part of the Contract Documents which amends or supplements the General Conditions . Supplier: A manufacturer, fabricator , distributor, materialrnan or vendor who provides material for the Project but does not provide on-site labor. Time for Completion: The number of consecutive calendar days following the Date of Commencement which the Contractor has to substantially complete all Work required by the Contract. Underground Facilities: All pipelines, conduits, ducts, cables , wires, manholes, vaults , tanks , tunnels or other such facilities or attachments , and an·y encasements containing such facilities which are or have been installed underground to furnish any of the following services or materials: electricity , gases , steam , liquid petroleum products , telephone or other communications , cable television , sewage and drainage removal, traffic or other control systems or water. Work : The services performed under this Contract including, but not limited to , furnishing labor, and furnishing and incorporating materials and equipment into the construction. The Work also includes the entire completed construction , or the various separately identifiable parts thereof, required to be provided under the Contract Documents or which may reasonably be expected to be provided as part of a complete , code compliant, and functioning system for those systems depicted in the plans and specifications . 2. CONTRACT DOCUMENTS (a) The Contract between Owner and Contractor, the General Conditions , and all Exhibits referenced in Section 3 of the Contract. (b) All time limits stated in the Contract Documents , including but not limited to the Time for Completion of the Work, are of the essence of the Contract. ( c) The Contract Between Owner and Contractor shall be signed by the Owner and the Contractor in as many original counterparts as may be mutually agreed upon, each of which shall be considered an original. ( d) Anything called for by one of the Contract Documents and not called for by the others shall be of like effect as if required or called for by all, except that a provision clearly designed to negate or alter a provision contained in one or more of the other Contract Documents shall have the intended effect. Tn the event of conflicts among the Contract Documents , the Contract Documents shall take precedence in the following order: the Contract Between Owner and Contractor; the Supplemental General Conditions; the General Conditions ; the Special Conditions ; the approv ed specifications with attachments ; and the approved plans . (e) If any provision of the Contract Documents shall be held invalid by any court of competent jurisdiction, such holding shall not invalidate any other provision. 3. LAWS AND REGULA TIO NS Page 6 of 45 (a) The Contractor shall comply with all laws, ordinances , rules, regulations and lawful orders of any public authority bearing on the performance of the Work and shall give all notices required thereby. The Contractor shall assure that all Subcontractors and tradesmen who perform Work on the Project are properly licensed by the Department of Professional and Occupational Regulation as required by Title 54. l, Chapter l l, Articles land 3 and by applicable regulations. (b) This Contract and all other contracts and subcontracts are subject to the provisions of Article 3, Chapter 4, Title 40.1, Code of Virginia, relating to labor unions and the "right to work." The Contractor and its Subcontractors, whether residents or nonresidents of the Commonwealth, who perform any Work related to the Project shall comply with all of the said provisions . (c) IMMIGRATION REFORM AND CONTROL ACT OF 1986: By signing this Contract, the Contractor certifies that it does not and will not during the performance of this Contract violate the provisions of the Federal immigration Reform and Control Act of 1986, which prohibits employment of illegal aliens. (d) The provisions of all rules and regulations governing safety as adopted by the Safety Codes Commission of the Commonwealth of Virginia and as issued by the Department of Labor and Industry under Title 40. l of the Code of Virginia shall apply to all Work under this Contract. Inspectors from the Department of Labor and Industry shall be granted access to the Work for inspection without first obtaining a search or administrative warrant. (e) Building Permit: The Virginia Uniform Statewide Building Code applies to the Work and is administered by the Building Official. The Contractor shall provide to the Building Official the necessary copies of plans, specifications, and other documents required by the Building Official. The Building Permit(s) will be obtained and paid for by the Contractor. All other permits, local license fees , business fees, taxes, or similar assessments imposed by the appropriate political subdivision Quality shall be obtained and paid for by the Contractor. See Section 23( e) for requirements for plans and specification for Building Permits. See Section 25 for utility connection fees and services . (f) Information or services required of the Owner by the Contract Documents shall be furnished by the Owner with reasonable promptness. Any other information or services relevant to the Contractor's performance of the Work under the Owner's control shall be furnished by the Owner after receipt from the Contractor of a written request for such information of services . (g) The Contractor shall include in each of its subcontracts a provision requiring each Subcontractor to include or otherwise be subject to the same payment and interest requirements in Subsections (a), (b), and (c) of Section 37 of these General Conditions with respect to each lower-tier Subcontractor and Supplier. (h) The Contractor, if not licensed as an asbestos abatement contractor, shall have all asbestos-related Work performed by subcontractors who are duly licensed as asbestos contractors appropriate for the Work required. (i) Lead Based Paint Activities: If the Contract Documents indicate that lead based paint is present on existing materials, components, or surfaces, the Contractor shall conform to the following : (1) The requirements set forth in 40 CFR 745 in selecting and performing .the means , methods and procedures for performing the Work. This includes , but is not Limited to, training of personnel, lead abatement, encapsulation oflead containing materials, removal and handling of lead containing materials , and methods of disposal. (2) The requirements for employee protection contained in 29 CFR Part 1926 , Subpart D, and the requirements for record-keeping contained 29 CFR Part 1910 . (3) The Virginia Department of Labor and Industry's (DOLI) Emergency Regulation published in the May 27 , 1996 Virginia Register, requiring, among other things , that a permit be issued Page 7 of 45 to the lead abatement contractor, or any subsequent regulation issued by DOLi. G) If the Contractor violates laws or regulations that govern the Project, the Contractor shall indemnify and bold the Owner harmless against any fines and/or penalties that result from such violation. To the extent that such violation is the result of negligence or other actionable conduct of the Contractor, the Contractor shall indemnify and hold the Owner harmless against any third-party claims , suits, awards, actions , causes of action or judgments, including but not limited to attorney's fees and costs incurred thereunder, that arise or result from such violation . {k) If the Work includes any land disturbing activities , the Contractor shall have on-site an individual certified by the Department of Environmental Quality as a Responsible Land Disturber in accordance with §62.1-44 .15:55 , Code of Virginia . 4. NONDISCRIMINATION (a) All applicable non-discrimination provisions of the Code of Virginia and Federal law shall be applicable. 1. During the performance of this Contract, the Contractor agrees as follows : (a) The Contractor will not discriminate against any employee or applicant for employment because of race, religion, color, sex, national origin, age, disability , or other basis prohibited by state law relating to discrimination in employment, except where there is a bona fide occupational qualification reasonably necessary to the normal operation of the contractor. The Contractor agrees to post in conspicuous places, available to employees and applicants for employment, notices setting forth the provisions of this nondiscrimination clause. (b) The Contractor, in all solicitations or advertisements for employees placed by or on behalf of the contractor, will state that such Contractor is an equal opportunity employer. (c) Notices , advertisements and solicitations placed in accordance with federal law, rule or regulation shall be deemed sufficient for the purpose of meeting the requirements of this Section . 2 . The Contractor will include the provisions of the foregoing paragraphs (a), (b) and (c) in every subcontract or purchase order of over $10,000 , so that the provisions will be binding upon each subcontractor or vendor. {b) Where applicable , the Virginians with Disabilities Act and the Federal Americans with Disabilities Act shall apply to the Contractor and all Subcontractors . 5. PROHIBITION OF ALCOHOL AND OTHER DRUGS (a) All applicable state and Federal laws prohibiting use of alcohol and drugs in the workplace shall apply . "During the performance of this contract, the contractor agrees to (i) provide a drug-free workplace for the contractor's employees ; (ii) post in conspicuous places , available to employees and applicants for employment, a statement notifying employees that the unlawful manufacture , sale, distribution, dispensation, possession, or use of a controlled substance or marijuana is prohibited in the contractor's workplace and specifying the actions that will be taken against employees for violations of such prohibition; (iii) state in all solicitations or advertisements for employees placed by or on behalf of the contractor that the contractor maintains a drug-free workplace ; and (iv) include the provisions of the foregoing clauses in every subcontract or purchase order of over $10 ,000 , so that the Page 8 of 45 provisions will be binding upon each subcontractor or vendor. For the purposes of this Section, "drug free workplace" means a site for the performance of work done in connection with a specific contract awarded to a contractor in accordance with this chapter, the employees of whom are prohibited from engaging in the unlawful manufacture, sale, distribution , dispensation, possession or use of any controlled substance or marijuana during the performance of the contract." (b) The Contractor shall also establish, maintain and enforce policies which prohibit the following acts by all Contractor, Subcontractor and Supplier personnel at the Site: (1) the manufacture, distribution, dispensation, possession, or use of alcohol, marijuanaor other drugs , except possession and medically prescribed use of prescription drugs ; and (2) the impairment of judgment or physical abilities due to the use of alcohol , marijuanaor other drugs , including impairment from prescription drugs. 6. TIME FOR COMPLETION (a) The Time for Completion for the Project including any dates for completion of any designated Phase or Sub-phase shall be as stated in the Contract as agreed upon by the Owner and Contractor, subject to Change Orders or written mutual agreement of Owner and Contractor. The Work must be substantially completed by the Time for Completion or the Contract Completion Date. Unless otherwise specified, the Contractor shall achieve Final Completion within sixty (60) days after the date of Substantial Completion. • The Time for Completion shall be stated in the Contract between Owner and Contractor and shall become a binding part of the Contract upon which the Owner may rely in planning the use of the facilities to be constructed and for all other purposes. If the Contractor fails to substantially complete the Work within the Time for Completion or Contract Completion Date, as set forth in the Contract, it shall be subject to payment of actual damages incurred by the Owner or liquidated damages , if provided for in the Contract. (b) The Contractor, in submitting its proposal, acknowledges that it has taken into consideration normal weather conditions. Normal weather does not mean statistically average weather but rather means a range of weather patterns which might be anticipated based on weather data for the past ten (10) years , (i.e., conditions which are not extremely unusual). Normal weather conditions shall be determined from the public historical records available , including the U .S. Department of Commerce, Local Climatological Data Sheets , National Oceanic and Atmospheric Administration/ Environmental Data and Information Service, National Climatic Center and National Weather Service. The data sheets to be used shall be those for the locality or localities closest to the site of the work. No additional compensation will be paid to the Contractor because of adverse weather conditions ; however, an extension of time for abnormal weather will be considered by the Owner under the following conditions , all of which must be strictly complied with by the Contractor : (1) The request for additional time shall be further substantiated by weather data collected during the period of delay at the Site. Said data must demonstrate that an actual departure from normal weather occurred at the Site during the dates in question. (2) The extension requested must be supported by a delay in completion of the entire Project shown on the critical path of the accepted CPM Schedule or the approved bar graph schedule required for the Project. Extensions will be granted only for delays in completion of the Project, not for that portion of any delay which consumes only "float" time . (3) A request for extension of time based on abnormal weather must be made in writing within fourteen (14) calendar days of the completion of the calendar month during which abnormal weather is claimed at the Site. (4) All of the evidence and data supporting the request (including both historical data and the Page 9 of 45 recordings at the Site during the time of delay) must be furnished to the Owner before any consideration will be given to the request. That supporting data shall be submitted by the end of the calendar month following the month for which the request is made. (c) The failure by the Contractor to comply with any and all of the conditions in (c) above shall constitute a waiver of claims for the extension of time for abnormal weather. (d) The Contractor represents and agrees that it has taken into account in its price the requirements of the RFP and subsequent proposal , the Contract Documents, local conditions , the general availability of materials , equipment, and labor which may affect the performance of the Work. The Contractor agrees that it will achieve Substantial Completion of the Work to allow the Owner to have Beneficial Occupancy not later than the Time for Completion or Contract Completion Date . The Contractor agrees that it will achieve Final Completion of the Work (the entire completion of all Work, including "punch list" items), not later than sixty (60) days after achieving Substantial Completion. 7. CONDITIONS AT SITE (a) The Contractor shall have visited the Site prior to submitting its proposal and is-responsible for having ascertained pertinent local conditions such as location , accessibility and general character of the Site , and the character and extent of existing conditions , improvements, and work within or adjacent to the Site. Claims which result from the Contractor's failure to do so will be deemed waived. (b) If, in the performance of the Contract, hidden physical conditions of a building being modified are exposed revealing unusual or materially different conditions from those ordinarily encountered or inherent in work of this nature , or if subsurface or latent conditions at the Site are found which are materially different from those frequently present in the locality or from those indicated in the Contract Documents , the Contractor must report such conditions to the Owner before the conditions are disturbed . Upon such notice , or upon his own observation of such conditions , the Contractor shall promptly propose such changes in the Contract Documents as he finds necessary to conform to the different conditions. Any change in the cost of the Work or additional time needed for completion must be requested pursuant to Sections 38 , 39 and/or 43 of these General Conditions. (c) If the Contractor, during the course of the Work, observes the existence of any material which it knows, should know, or has reason to believe is hazardous to human health, the Contractor shall promptly notify the Owner. The Owner will provide the Contractor with instructions regarding the disposition of the material. The Contractor shall not perform any Work involving the material or any Work causing the material to be less accessible prior to receipt of special instructions from the Owner. 8. CONTRACT SECURITY (a) The Contractor shall deliver to the Owner or its designated representative , Standard Performance Bond, and a Standard Labor and Material Payment Bond, each fully executed by the Contractor one or more surety companies legally licensed to do business in Virginia and each in an amount equal to one hundred percent (100%) of the proposal or GMP Proposal. If more than one Surety executes a bond, each snail be jointly and severally liable to the Owner for the entire amount of the bond. Sureties shall be selected by the Contractor, subject to the Owner's approval. No payment on the Contract shall be due and payable to the Contractor until the bonds have been approved by the Owner and the Counsel for the School Board . ln order to facilitate review of the bonds by the Counsel for the School Board, the power of attorney from the surety company to its agent wno executes the bond shall be attached to the bond or, if not so attached, prior to the execution of the bonds by the surety , recorded in the Office of the Clerk for the County of Roanoke . Upon receipt of such Forms , which cover both this Agreement and any prior Interim Agreement to the extent the Interim Agreement remains in force , the Owner will promptly return to Contractor the Perfonnance Bond and Standard Labor and Material Payment Bond delivered to the Owner pursuant to the Interim Agreement. (b) For the purposes of all Standard Labor and Material Payment Bonds entered into, the term "subcontractors" means any contractors who participated in the prosecution of the Work undertaken Page 10 of 45 by the Contractor whether such Subcontractor had a direct contract with the Contractor or whether there were one or more other intervening Subcontractors contractually positioned between it and the Contractor. The payment bond shall be for the protection of claimants who have and fulfill contracts to supply labor or materials to the Contractor or to any Subcontractors in furtherance of the Work provided for in this Contract, and shall be conditioned upon the prompt payment for all materials furnished or labor supplied or performed in the furtherance of the Work. "Labor and Materials " includes public utility services and reasonable rentals of equipment, but only for periods when the equipment rented is actually used at the Site . (c) See §2.2-4338 of the Code of Virginia for alternative forms of security for payment and/or performance bonds. 9. SUBCONTRACTS (a) The Contractor shall, as soon as practicable after the signing of the Contract, notify the Owner in writing of the names of all Subcontractors proposed for the principal parts of the Work and of such others as the Owner may direct. Where the specifications establish qualifications or criteria for Subcontractors , manufacturers , or individuals performing Work on the Project, the Contractor shall be responsible for ascertaining that those proposed meet the criteria or qualifications. The Contractor shall not employ any Subcontractor that the Owner may , within a reasonable time , object by written notice to Contractor to as unsuitab le . The Owner shall not direct the Contractor to contract with any particular Subcontractor unless provided in the specifications or Request for Proposals. (b) The Owner shall, on request, furnish to any Subcontractor the amounts of payments made to the Contractor, the Schedule of Values and Requests for Payment submitted by the Contractor and any other documentation submitted by the Contractor which would tend to show what amounts are due and payab le by the Contractor to the Subcontractor. (c) The Contractor shall be fully responsib le to the Owner for all acts and omissions of its agents and employees and all succeeding tiers of Subcontractors and Suppliers performing or furnishing any of the Work. Nothing in the Contract Documents shall create any contractual relationship between Owner and any such Subcontractor, Supplier or other person or organization, nor shall it create any obligation on the part of Owner to pay for or to see to the payment of any moneys due any such Subcontractor, Supplier or other person or organization, except as may otherwise be required by law . ( d) The Contractor shall be fully responsible for its invitees at the Site and for those of its Subcontractors , Suppliers, and their employees , including any acts or omissions of such invitees. (e) The Contractor agrees that it alone is responsible for all dealings with its Subcontractors and Suppliers, and their subcontractors , employees and invitees, including, but not limited to , the Subcontractors' or Suppliers' claims , demands , actions , disputes and similar matters unless specifically provided otherwise by the Contract or by statute. 10. SEPARATE CONTRACTS (a) The Owner reserves the right to let other contracts in connection with the Project, the Work under which may proceed simultaneously with the execution of this Contract. The Contractor shall afford other separate contractors reasonab le opportunity for the introduction and storage of their materials and the execution of their work . The Contractor shall cooperate with them and shall take all reasonable action to coordinate its Work with theirs. If the Owner has listed other separate contracts in the Requests for Proposals or Invitation for Bids which it expects to proceed simultaneously with the Work of the Contractor, and has included the estimated timing of such other Contracts in the Requests for Proposals or Invitation for Bids , the Contractor shall integrate the schedule of those separate contracts into its scheduling. The Contractor shall make every reasonable effort to assist the Owner in maintaining the schedule for all separate contracts. If the work performed by the separate contractor is defective or performed so as to prevent or threaten to prevent the Contractor from carrying out its Work according to the Contract, the Contractor shall immediately notify the Owner Page 11 of 45 upon discovering such conditions. (b) If a dispute arises between the Contractor and any separate contractor(s) as to their responsibility for cleaning up as required by Sections 3 l(c) and 3 l(d) of these General Conditions, the Owner may clean up and charge the cost thereof to the respective contractors in proportion to their responsibility . If a Contractor disputes the Owner's apportionment of clean-up costs , it shall be that contractor's burden to demonstrate and prove the correct apportionment. 11. CONTRACTOR'S AND SUBCONTRACTOR'S INSURANCE (a) The Contractor shall not commence Work under this Contract until it has obtained all the insurance required hereunder from an insurer authorized to do business in Virginia and such insurance has been approved by the Owner; nor shall the Contractor allow any Subcontractor to commence Work on its subcontract until the same types of insurance in an appropriate amount have been obtained by the Subcontractor and approved by the Contractor. Approval of insurance by the Owner shall not relieve or decrease the liability of the Contractor hereunder. (b) The Contractor shall take out and shall maintain in force, at all times during the performance of the Work, Workers' Compensation and Employers' Liability lnsurance for all of its employees engaged in the Work in an amount not less than the minimum required by§ 2.2-4332 and§ 65.2-100 et seq. of the Code of Virginia , and, in case any of the Work is sublet, the Contractor shall require each Subcontractor similarly to provide Workers' Compensation and Employers' Liability lnsurance for all of the latter's employees to be engaged in the Work. Prior to award of the Contract, the Contractor shall submit, on the form provided by the Owner, a Certificate of Coverage verifying Workers' Compensation coverage. The Contractor shall likewise obtain a Certificate of Coverage for Workers' Compensation coverage from each subcontractor prior to awarding the subcontract and shall provide a copy to the Owner . (c) During the performance of the Work under this Contract, the Contractor shall maintain commercial general liability insurance to include Premises/Operations Liability, Products and Completed Operations Coverage, Independent Contractor's Liability , Owner's and Contractor's Protective Liability , and Personal lnjury Liability, which shall insure him against claims of personal injury, including death, as well as against claims for property damage , which may arise from operations under this Contract, whether such operations be by himself or by any Subcontractor, or by anyone directly or indirectly employed by either of them. The amounts of general liability insurance shall be not less than $2,000,000 per occurrence and $5,000,000 aggregate combined limit. The Owner, its officers , employees and agents, shall be named as an additional insured with respect to the Work being procured . The Supplemental General Conditions may require the Contractor to provide an Umbrella insurance policy in a specified amount for the Project. (d) During the performance of the Work under this Contract, the Contractor shall maintain automobile liability insurance which shall insure it against claims of personal injury, including death, as well as against claims for property damage , which may arise from operations under this Contract, whether such operations be by itself or by any Subcontractor, or by anyone directly or indirectly employed by either of them . The amounts of automobile insurance shall be not less than $2,000,000 combined limit for bodily injury and property damage per occurrence. (e) The Con.tractor 's Architect/Engineer responsible for the design portion of the Work shall obtain and maintain in force during the contract period and for a period of five (5) years after the final completion of the Work professional liability and errors and omission insurance in the amount of$2,000,000 per claim occurrence and $2,000,000 aggregate combined claims limit. (f) Except for the insurance provided in Section (e) above, the Owner, its officers, employees and its agents , shall be named as an adclitional insured in any policy of insurance issued by endorsement. Written evidence of the insurance shall be filed with the Owner no Later than thirty (30) days following the award of the Contract. All insurance policies providing the coverages required under paragraphs 11 b, c , d, and e, and Paragraph 12 , shall require thirty (30) days' advance written notice Page 12 of 45 of cancellation [ten (10) days in case of failure to pay premiums] to the Owner . Notice of pending insurance cancellation may cause Owner to issue a "Stop Work" order, the financial penalty of which shall be borne solely by Contractor. The following properly completed endorsements will be acceptable : Workers' Compensation: 1. Certificate of Coverage 2 . Alternate Employer Form WC 00 03 01 A 3 . Material Coverage Change or Cancellation Form WC 99 00 l O O l 10 A Additional Insured: Form No . CG 20 10 11 85 Completed Operations : Form No . CG 20 37 07 04 Material Change or Policy Cancellation Notice: IL 60 05 VA O l 10 and Form No . CA 02 03 12 05 12. "ALL RISK" BUILDER'S RISK INSURANCE (a) The Contractor, at its cost, shall obtain and maintain in the names of the Owner and the Contractor "all-risk" builder's risk insurance (or fire , extended coverage , vandalism and malicious mischief insurance), if approved by the Owner upon the entire structure or structures on which the Work of this Contract is to be done and upon all material in or adjacent thereto which is intended for use thereon, to one hundred percent (100%) of the insurable value thereof. Such insurance may include a deductible provision if the Owner so provides in the Supplemental General Conditions , in which case the Contractor will be liable for such deductions, whenever a claim arises. The loss , if any, is to be made adjustable with and payable to the Owner, in accordance with its interests , as they may appear. The Owner, its officers , employees and its agents , shall be named as an additional insured in any policy of insurance issued. Written evidence of the insurance shall be filed with the Owner no later than thirty (30) days following the award of the Contract. In the event of cancellation of this insurance , not less than thirty (30) days prior written notice must be sent to the Owner. A copy of the policy of insurance shall be given to the Owner upon demand. (b) The value of the builder's risk insurance shall exclude the costs of demolitions and excavations. (c) Any insurance provided through the Department of Treasury , Division of Risk Management, on buildings , construction, additions or renovations will not extend to Contractor's nor Subcontractors' buildings , equipment, materials , tools or supplies unless these items are to become property of the Owner upon completion of the Project and the Owner has assumed responsibility for such item s at the time of the loss . 13. TAXES, FEES AND ASSESSMENTS Except as provided in Paragraph 3(e), the Contractor shall, without additional expense to the Owner, pay all appLicable federal , state, and local taxes, fees , and assessments except the taxes, fees and asses sments on the real property comprising the Site of the Project. Owner 's tax exempt status shall not inure to the benefit of Contractor. 14. PATENTS The Contractor shall be responsible to the Owner for obtaining , -or assuring its Subcontractors have -obtain ed , all licenses necessary to use any invention, article , appliance, process , or technique of whatever kind and shall pay all royalties and license fees for such invention, article , appliance, process , or technique that is utilized for the Work . The Contractor shall hold the Owner, its officers , agents and employees , harmless against any loss or liability for or on account of the infringement of any patent rights in connection with any invention, process , technique, article or appliance manufactured or used by or on behalf of the Contractor or its subcontractors in the performance of the Contract, including its use by the Owner, unless such inve ntion, process , technique, article or appliance is specifically named in the specifications or plans as acceptable for use in carrying out the Work. If, before using any invention, process, technique , article or appliance specifically named in the Page 13 of 45 specifications or plans as acceptable for use in carrying out the Work, the Contractor has or acquires information that the same is covered by letters of patent making it necessary to secure the permission of the patentee , or other, for the use of the same , it shall promptly advise the Owner. The Owner may direct that some other invention, process, technique , article, or appliance be used . Should the Contractor have reason to believe that the invention , process , technique, article , or appliance so specified is an infringement of a patent, and fail to inform the Owner, it shall be responsible for any loss or liability due to the infringement. 15. ARCHITECT/ENGINEER'S STATUS (a) The Contractor 's Architect/Engineer shall be duly and properly licensed by the Virginia Department of Professional and Occupational Regulation to provide these services in Virginia . The Architect/Engineer shall provide the professional services to design the Work in conformance with the applicable standards indicated below. (b) The Architect/Engineer shall have authority to endeavor to secure the faithful performance by Owner and Contractor of the Work under the Contract. He shall review the Contractor's Submittals for conformance to the requirements of the Contract Documents and return copies to the Contractor with appropriate notations . He shall interpret the requirements of the plans and specifications and issue clarifications to the Contractor as may be required . He shall recommend to the Owner suspension of the Work (in whole or in part) whenever such suspension may be necessary to ensure the proper execution of the Contract. He shall have authority to reject, in writing, Work, including material, installation or workmanship , which does not conform to the requirements of the plans and specifications . He shall determine the progress and quality of the Work subject to the Owner's right to make an overriding decision to the contrary. Upon request by the Contractor, the Architect/Engineer shall confirm in writing within fourteen ( 14) days , any oral order or determination made by him. (c) The Virginia Department of Transportation "Road & Bridge Specifications ," 2002 edition or later, and Virginia Department of Transportation "Road Design Standards," 2001 edition or later, are included by reference and shall be used by the Contractor 's Architect/Engineer as the referenced standards for design of the roads , parking areas , sidewalks , curbs , and other sitework. (d) The building design shall conform to the requirements of the Virginia Uniform Statewide Building Code" The current edition of the Virginia Uniform Statewide Building Code which is in effect atthe time the construction documents are submitted to the Building Official for Building Permit shall be the applicable Building Code for that phase of the Project. (e) The Architect/Engineer shall have no authority to approve or order changes in the Work which alter the approved plans and specifications which were the basis of the Building Permit without obtaining approval of the Building Official. (f) The provisions of this Section are included as information only to describe the relationship between the Owner, Architect/Engineer, and Contractor . No failure of the Architect/Engineer to act in accordance with this Section shall relieve the Contractor from its obligations under the Contract or create any rights in favor of the Contractor. 16. INSPECTION (a) All material and workmanship shall be subject to inspection, examination and testing by the Owner, its Project Inspector, authorized inspectors and authorized independent testing entities at any and all times during manufacture and/or construction. The Owner shall have authority to reject defective material and workmanship and require its correction . Rejected workmanship shall be satisfactorily corrected and rejected material shall be satisfactorily replaced with proper material without charge therefore , and the Contractor shall promptly segregate and remove the rejected material from the Site . If the Contractor fails to proceed at once with replacement of rejected material and/or the correction of defective workmanship , the Owner may, by contract or otherwise , replace such material and/or correct such workmanship and charge the co st to the Contractor, or may terminate the right of the Page 14 of 45 Contractor to proceed as provided in Section 41 of these General Conditions , the Contractor and surety being liable for any damage to the same extent as provided in Section 41 for termination thereunder. (b) Site inspections, tests conducted on Site or tests of materials gathered on Site , which the Contract requires to be performed by independent testing entities, shall be contracted and paid for by the Owner. Examples of such tests are the testing of cast-in-place concrete , foundation materials, soil compaction, pile installations , caisson bearings and steel framing connections. The Contractorshall promptly furnish , without additional charge, all reasonable facilities , labor and materials necessary and convenient for making such tests. Except as provided in (d) below, whenever such examination and testing finds defective materials, equipment or workmanship, the Contractor shall reimburse the Owner for the cost of reexamination and retesting. Although conducted by independent testing entities, the Owner will not contract and pay for tests or certifications of materials , manufactured products or assemblies which the Contract, codes , standards , etc., require to be tested and/or certified for compliance with industry standards such as Underwriters Laboratories, Factory Mutual or ASTM. If fees are charged for such tests and certifications, they shall be paid by the Contractor. The Contractor shall also pay for all inspections, tests , and certifications which the Contract specifically requires him to perform or to pay , together with any inspections and tests which it chooses to perform for its own purposes , but are not required by the Contract. (c) Where Work is related to or dependent on the Defective Work, the Contractor shall stop such related or dependent Work until the Defective Work or deficiency is corrected or an alternative solution is presented that is satisfactory to the Owner. Where Work is rejected because of defective material or workmanship, the Contractor shall stop like Work in other areas or locations on the Project until the matter is resolved and the Owner has approved corrective measures. (d) Should it be considered necessary or advisable by Owner at any time before final acceptance of the entire Work to make an examination of any part of the Work already completed, by removing or tearing out portions of the Work, the Contractor shall on request promptly furnish all necessary facilities, labor and material to expose the Work to be tested to the extent required. If such Work is found to be defective in any respect, due to the fault of the Contractor or its Subcontractors , the Contractor shall bear all the expenses of uncovering the Work, of examination and testing, and of satisfactory reconstruction. If, however, such Work is found to meet the requirements of the Contract, the actual cost of the Contractor's labor and material necessarily involved in uncovering the Work, the cost of examination and testing , and Contractor's cost of material and labor necessary for replacement including a markup of ten (10%) percent for overhead and profit shall be paid to the Contractor and it shall, in addition, if completion of the Work has been delayed thereby, be granted suitable extension of time. Notwithstanding the foregoing , the Contractor shall be responsible for all costs and expenses in removing and replacing the Work if the Contractor had covered the Work prior to any inspection or test contrary to the instructions of the Owner or Project Inspector. ( e) The Project Inspector has the authority to recommend to the Owner that the Work be suspended when in its judgment the Contract Documents are not being followed . Any such suspension shall be continued only until the matter in question is resolved to the satisfaction of the Owner. The cost of any such Work stoppage shall be borne by the Contractor unless it is later determined that the Work stoppage was not reasonably justified by the Contractor's failure to follow the Contract Documents. (t) The Project Inspector has the right and the authority to : (I) Inspect all construction materials, equipment, and supplies for quality and for compliance with the Contract Documents and/or approved shop drawings and Submittals . (2) Inspect workmanship for compliance with the standards described in the Contract Documents. (3) Observe and report on all tests and inspections performed by the Contractor. Page 15 of 45 (4) Recommend rejection of Work which does not confonn to requirements of the Contract Documents . (5) Keep a record of construction activities, tests, inspections, and reports. (6) Attend aU joint Site construction meetings and inspections held by the Owner with the Contractor. (7) Check materials and equipment, together with documentation related thereto, delivered for conformance with approved Submittals and the Contract. (8) Check installations for proper workmanship and confonnance with shop drawing and installation instructions . (9) Assist in the review and verification of the Schedule of Values & Certificate for Payment, submitted by the Contractor each month. (10) Do all things for or on behalf of the Owner as the Owner may subsequently direct in writing. (g) The Project Inspector has no authority to: (1) Authorize deviations from the Contract Documents ; (2) Enter into the area of responsibility of the Contractor's superintendent; (3) Issue directions relative to any aspect of construction means, methods , techniques, sequences or procedures, or in regard to safety precautions and programs in connection with the Work ; (4) Authorize or suggest that the Owner occupy the Project, in whole or in part; or (5) Issue a certificate for payment. (h) The duties of the Project Inspector are for the benefit of the Owner only and not for the Contractor. The Contractor may not rely upon any act, statement, or failure to act on the part of the Project Inspector, nor shall the failure of the Project Inspector to properly perform his duties in any way excuse Defective Work or otherwise improper perfonnance of the Contract by the Contractor. 17. SUPERINTENDENCE BY CONTRACTOR (a) The Contractor shall have a competent foreman or superintendent, satisfactory to the Owner, on the Site at all times during the progress of the Work. The superintendent or foreman shall be familiar with and be able to read and understand the plans and specifications , and be capable of communicating orally and in writing with the Owner's inspectors and the Contractor's workers. The Contractor shall be responsible for all construction means , methods, techniques, sequences and procedures , for coordinating all portions of the Work under the Contract except where otherwise specified in the Contract Documents, and for all safety and worker health programs and practices. The Contractor shall notify the Owner, in writing, of any proposed change in superintendent, including the reason therefore , prior to making such change. (b) The Contractor shall, at all times , enforce strict discipline and good order among the workers on the Project, and shall not employ on the Work, or contract with, any unfit person, anyone not skilled in the Work assigned to him , or anyone who will not work in harmony with those employed by the Contractor, the Subcontractors , the Owner or the Owner's separate contractors and their subcontractors. Page 16 of 45 (c) The Owner may , in writing , require the Contractor to remove from the Site any employee or Subcontractor's employee the Owner deems to be incompetent, careless , not working in harmony with others on the Site, or otherwise objectionable , but the Owner shall have no obligation to doso. 18. CONSTRUCTION SUPERVISION, METHODS AND PROCEDURES (a) The Contractor shall be solely responsible for supervising and directing the Work competently and efficiently, devoting such attention thereto and applying such skills and expertise as may be necessary to perform the Work in accordance with the Contract. The Contractor shall be solely responsible for the means, methods , techniques , sequences and procedures of construction and for coordinating all portions of the Work under the Contract, except where otherwise specified in the Contract Documents. The Contractor, in performing as the Contractor, shall also be responsible to the Owner for the design or selection of any specific means, method, technique, sequence or procedure of construction which is indicated in and required by the Contract Documents. The Contractor is solely responsible to the Owner that the finished Work complies with the Contract Documents. The Contractor shall be solely responsible for health and safety precautions and programs for workers and others in connection with the Work. No inspection by, knowledge on the part of, or acquiescence by the Project lnspector, the Owner, the Owner's employees and agents, or any other entity whatever shall relieve the Contractor from its sole responsibility for compliance with the requirements of the Contract or its sole responsibility for health and safety programs and precautions . (b) The Contractor shall be fully responsible to the Owner for all acts and omissions of all succeeding tiers of Architect/Engineer, Subcontractors , and Suppliers performing or furnishing any of the Work just as the Contractor is responsible for the Contractor's own acts and omissions. Nothing in the Contract Documents shall create any contractual relationship between the Owner and any Subcontractor, Supplier or other person or organization, nor shall it create any obligation on the part of the Owner to pay for or see to payment of any moneys due any such Subcontractor, Supplier, or other person or organization except as may otherwise be required by law. 19. SCHEDULE OF THE WORK (a) General: The Contractor is responsible for the scheduling and sequencing of ordering materials for the Work, scheduling and sequencing of the Work, for coordinating the Work, for monitoring the progress of the Work, and for taking appropriate action to keep the Work on schedule. The Contractor may attempt to achieve Substantial Completion on or before the Time for Completion or the Contract Completion Date established by the Contract and receive payment in accordance with Section 36 for the Work completed each period. However, the date established by the Contract Documents as the deadline for achieving Substantial Completion must be used in all schedules as the date on which Substantial Completion will be achieved. The time (in days) between the Contractor's planned early completion and the contracted Time for Completion is part of the Project "Total Float" time and will be used as such . Extensions of time pursuant to Sections 38 , 39, and 43 , damages for delay , and all other matters between the Owner and the Contractor will be determined using the contractually required Substantial Completion date, not an early Substantial Completion date planned by the Contractor. Within two (2) weeks after the Contractor signs the Contract Between Owner and Contractor, unless otherwise extended by the Owner at the time of the signing, the Contractor shall prepare .and submit to the Owner a preliminary bar graph schedule for accomplishing the Work based upon the Time for Completion stated in the Contract. The preliminary schedule shall be in sufficient detail to show the sequencing of the various trades for each floor level, wing or work area. The Owner will notify the Contractor of its acceptance of or objections to the preliminary schedule within fifteen (15) days of receipt by the Owner. A fully complete Project schedule for accomplishing the Work must be submitted in like manner no later than ninety (90) days after the Contract is signed by the Owner. The Owner's failure to reject or its acceptance of any schedule, graph, chart, recovery schedule, updated schedule, plan of action, etc. shall not constitute a representation or warranty by the Owner, Page 17 of 45 including but not limited to a representation or warranty that the schedule is feasible or practical nor shall any such acceptance or failure to reject relieve the Contractor from sole responsibility for completing the Work within the time allowed. No progress payments wilt be payable to the Contractor until after it has submitted a preliminary schedule which is acceptable to the Owner. Neither the second progress payment nor any subsequent payment shall be payable to the Contractor until it has submitted a fully complete Project schedule accepted by the Owner. Nor shall subsequent progress payments be payable to the Contractor unless and until it submits the monthly bar graphs or status reports required by Section 19(d) herein or unless and unti I it provides any recovery schedule pursuant to Section 19( e) herein. Failure to provide a satisfactory preliminary or fully complete Project schedule within the time limits stated above shall be a breach of contract for which the Owner may terminate the Contract in the manner provided in Section 41 of these General Conditions . The fully complete Project schedule for accomplishing the Work shall be of the type set forth in subparagraph (1) or (2) below , as appropriate : (1) For Contracts with a price of$1 ,500,000 or less, a bar graph schedule will satisfy the above requirement. The schedule shall indicate the estimated starting and completion dates for each major element of the work. See (b) below. (2) For Contracts with a price over $1,500 ,000 , a Critical Path Method (CPM) schedule may be required upon request to control the planning and scheduling of the Work . The CPM schedule shall be the responsibility of the Contractor and shall be paid for by the Contractor. See (c)below . (b) Bar Graph Schedule: Where a bar graph schedule is required , it shall be time-scaled in weekly increments, shall indicate the estimated starting and completion dates for each major element of the Work by trade and by area, level, or zone , and shall schedule dates for all salient features , including but not Limited to the placing of orders for materials, submission of shop drawings and other Submittals for approval, approval of shop drawings by Architect/Engineer, the manufacture and delivery of material, the testing and the installation of materials , supplies and equipment, and all Work activities to be performed by the Contractor. The Contractor shall allow sufficient time in its schedule for its Architect/Engineer to conduct whatever associated reviews or inspections as may be required under the Architect/Engineer's contract with the Contractor. Each Work activity will be assigned a time estimate by the Contractor. One day shall be the smallest time unit used. It is the Contractor's responsibility to submit a schedule that shows Substantial Completion of the Work by the Contract Time for Completion or the Contract Completion Date and any interim deadlines established by the Contract. (c) Critical Path Method (CPM) Schedule: Where a CPM schedule is required, it shall be in the time scaled precedence format using the Contractor's logic and time estimates . The CPM schedule shall be drawn or plotted with activities grouped or zoned by Work area or subcontract as opposed to a random ( or scattered) format. The CPM schedule shall be time-scaled on a weekly basis and shall be drawn or plotted at a level of detail and logic which will schedule all salient features of the Work, including not only the actual construction Work for each trade , but also the submission of shop drawings and other Submittals for approval, approval of shop drawings by the Contractor's Architect/Engineer, placing of orders for materials , the manufacture and delivery of materials, the testing and installation of materials and equipment, and all Work activities to be performed by the Contractor. Failure to include any element of Work required for the performance of this Contract shall not excuse the Contractor from completing all Work required within the Time for Completion , Contract Completion Date and any Page 18 of 45 interim deadlines established by the Contract. The Contractor shall allow sufficient time in its schedule for its Architect/Engineer to conduct whatever associated reviews or inspections as may be required. Each Work activity will be assigned a time estimate by the Contractor. One day shall be the smallest time unit used. It is the Contractor's responsibility to submit a schedule that shows Substantial Completion of the Work by the Contract Time for Completion or the Contract Completion Date and any interim deadlines established by the Contract. When completed, the CPM schedule shall be submitted to the Owner for review . The CPM schedule will identify and describe each activity, state the duration of each activity, the calendar dates for the early and late start and the early and late finish of each activity, and clearly highlight all activities on the critical path . "Total Float" and "Free Float" shall be indicated for all activities. Float time , whether "Free Float" or "Total Float" as defined in Section l, shall be considered for the exclusive use or benefit of the Contractor, but must be allocated in the best interest of completing the Work within the Time for Completion or the Contract Completion Date . Extensions to the Time for Completion or the Contract Completion Date, when granted by Change Order, will be granted only when equitable time adjustment exceeds the Total Float in the activity or path of activities affected by the change . When acceptable to the Owner as to compliance with the requirements of this Section , but not as to logic, the schedule shall become the CPM schedule for the Project. Acceptance of the schedule by the Owner does not indicate agreement with, nor responsibility for the proposed or actual duration of any activity shown on the accepted schedule. (d) Monthly Project Reports: The Contractor shall review progress not less than each month, but as often as necessary to properly manage the Project and stay on schedule . The Contractor shall collect and preserve information on Change Orders , including extensions of time . The Contractor shall evaluate this information and update the latest accepted schedule as often as necessary to finish within the Contract Time for Completion or before the Contract Completion Date . The Contractor shall submit to the Owner along with its monthly request for payment a copy of the bar graph schedule annotated to show the current progress. For projects requiring a CPM schedule , the Contractor shall submit a monthly report of the status of all activities. The bar graph schedule or monthly status report submitted with each periodic request for payment shall show the Work completed to date in comparison with the Work scheduled for completion, including but not limited to the dates for the beginning and completion of the placing of orders; the manufacture, testing and installation of materials , supplies and equipment. The form shall be approved by the Owner; however, a bargraph or a CPM schedule marked, colored or annotated to reflect the above will usually satisfy this requirement. If any elements of the Work are behind schedule, regardless of whether they may prevent the Work from being completed on time, the Contractor must indicate in writing in the report what measures it is taking and plans to take to bring each such element back on schedule and to ensure that the Time for Completion or Contract Completion Date is not exceeded. (e) Progress Delay: Should any of the following conditions exist, the Owner may require the Contractor to prepare , at no extra cost to the Owner, a plan of action and a recovery schedule for completing the Work by the Contract Time for Completion or the Contract Completion Date: (1) The Contractor's monthly project report indicates delays that are, in the opinion of the Owner, of sufficient magnitude .that the Contractor's ability to complete the Work by the scheduled Time for Completion or the Contract Completion Date is brought into question; (2) The CPM schedule sorted by early finish shows the Contractor to be thirty (30) or more days behind the critical path schedule at any time during construction up to thirty (30)days prior to scheduled Substantial Completion date ; (3) The Contractor desires to make changes in the logic (sequencing of Work) or the planned duration of future activities of the CPM schedule which, in the opinion of the Owner, are of a major nature. Page 19 of 45 The plan of action and recovery schedule, when required, shall explain and display how the Contractor intends to regain compliance with the current accepted, fully completed, Project CPM schedule, as updated by approved change orders. The plan of action, when required, shall be submitted to the Owner for review within two (2) business days of the Contractor receiving the Owner's written demand. The recovery schedule , when required, shall be submitted to the Owner within five (5) calendar days of the Contractor's receiving the Owner's written demand. (f) Early Completion of Project: The Contractor may attempt to achieve Substantial Completion on or before the Time for Completion or the Contract Completion Date . However, such planned early completion shall be for the Contractor's convenience only and shall not create any additional rights of the Contractor or obligations of the Owner under this Contract, nor shall it change the Time for Completion or the Contract Completion Date . The Contractor shall not be required to pay damages to the Owner because of its failure to achieve Substantial Completion by its planned earlier date . Likewise, the Owner shall not pay the Contractor any additional compensation for achieving Substantial Completion early nor will the Owner owe the Contractor any compensation should the Owner, its officers , employees, or agents cause the Contractor not to achieve Substantial Completion earlier than the date required by the Contract Documents. If the Contractor seeks to change the Time for Completion or the Contract Completion Date to reflect an earlier completion date, it may request or propose such a change. The Owner may , but is not required to, accept such proposal. However, a change in the Time for Completion or the Contract Completion Date shall be accomplished only by Change Order. If the Contractor's proposal to change the Time for Completion or the Contract Completion Date is accepted, a Change Order will be issued stating that all references in the Contract, including these General Conditions , to the Time for Completion or the Contract Completion Date shall thereafter refer to the date as modified, and all rights and obligations , including the Contractor's liability for actual damages , delay damages and/or liquidated damages , shall be determined in relation to the date , as modified . 20. SCHEDULE OF VALUES AND CERTlFICA TE FOR PAYMENT (a) Before submittal of the first partial payment request under the Contract, the Contractor shall prepare for review and approval of the Owner a schedule of the estimated values listed by trades or by specification sections of the Work, totaling the Contract Price . Where the total Project has multiple parts or phases , the Contractor shall prepare appropriate schedules of values to facilitate reviews and justifications for payments . All requests for payment shall be made on a computerized spreadsheet. Where a computerized spreadsheet is used, one copy of the entire Schedule of Values shall be provided to the Owner an agreed spreadsheet format (e .g., Excel) with the initial request for payment. (b) [f the Contractor requests , or intends to request, payment for materials stored in an approved and secure manner, the Schedule of Values must indicate the amount for labor and the amount for materials , and in a supplement thereto must include an itemized list of materials for that trade or Work section. The material breakdown shall be in sufficient detail to allow verification of the quantities required for the Project, the quantities delivered, the Work completed, and the quantities stored on or off Site . (c) The "Value of Work Completed" shall be completed, the Contractor's certification completed and s igned, and the appropriate substantiating material attached to each Certificate for Payment. Such s ubstantiating material includes , but is not limited to , invoices for materials , delivery tickets , time sheets , payroll records , daily job logs/records , and similar materials which , in the opinion of the Owner, are necessary or sufficient to justify payment of the amount requested . Page 20 of 45 (d) The labor progress for any task or activity shall be calculated based upon the percentage of Work complete up to fifty percent (50%) of the completion of the task or activity . Thereafter, the evaluation oflabor progress will be based upon the effort required to complete that task or activity . The material progress shall be calculated as the invoiced dollar cost of materials used in relationship to the amount estimated as necessary to complete a particular element of Work. When calculating material progress, credit shall be given for installed material as well as that stored on the Site and any material stored off Site which has been certified in accordance with Section 36 of these General Conditions . (e) Should Work included in previous Schedule of Values submittals , and for which payment has been made , subsequently be identified, by tests, inspection, or other means , as not acceptable or not confonning to Contract requirements , the "Value of Work Completed" portion of the first Sch e dule of Values submitted after such identification shall be modified to reduce the "completed" value of that Work by deleting the value of that which has been identified as not acceptable or nonconforming . 21. ACCESS TO WORK The Owner, the Project Manager, the Owner's inspectors and other testing personnel, inspectors from the Department of Labor and Industry, and others authorized by the Owner, shall have access to the Work at all times. The Contractor shall provide proper facilities for access and inspection . 22. SURVEYS AND LAYOUT (a) The Owner shall furnish the Contractor all necessary documents showing property lines and the location of existing buildings and improvements. The Contractor shall provide competent surveying and engineering services to execute the Work in accordance with the Contract and shall be responsible for the accuracy of these surveying and engineering services . (b) Such general reference points and benchmarks on the Site as will enable the Contractor to proceed with the Work will be established in the plans and specifications . If the Contractor finds that any previously established reference points have been lost or destroyed, it shall promptly notify the Own er . ( c) The Contractor shall protect and preserve the established benchmarks and monuments and shall make no changes in locations without the written approval from the Owner. Any of these which may be lost or destroyed or which require shifting because of necessary changes in grades or locations shall, subject to prior written approval of the Owner, be replaced and accurately located by the Contractor . 23. PLANS AND SPECIFICATIONS (a) The general character and scope of the Work are illustrated by the plans and the specifications prepared by the Contractor's Architect/Engineer. The level of detail shown on the plans and stipulate d in the specifications shall be sufficient to clearly demonstrate to the Building Official that the design conforms to the requirements of the VUSBC . The Contractor shall carry out the Work in accordance with the plans and specification and any additional detail drawings and instructions provided by the Architect/Engineer. (b) Measurements or dimensions shown on the drawings for Site features , utilities and structures s hall be verified at the Site by the Contractor before commencing the Work. The Contractor shall not scale measurements or dimensions from the drawings. If there are discrepancies , the Architect/Engineer shall be consulted. If new Work is to connect to, match with or be provided in ex isting Work, the Contractor shall verify the actual existing conditions and necessary dimensions prior to ordering or fabrication. (c) As-Built Drawings: The Contractor shall maintain at the Site for the Owner one copy of all drawin g s, specifications , addenda, approved shop or setting drawings , Change Orders and other modifications (collectively referred to herein as "As-Built Drawings") in g ood order and marked to record all changes as they occur during construction. These shall be available to the Owner, the Proj e ct Inspector, the Owner's other inspectors and to the Owner's tes ting personne l. The drawings shall be Page 21 of 45 neatly and clearly marked in color during construction to record all variations made during construction. The representation of such variations shall include such supplementary notes , symbols, legends , and details as may be necessary to clearly show the as-built construction . (d) Record Drawings: Upon completion of the Work and prior to the final inspection, the Contractor shall deliver to the Owner one complete set of "As-Built Drawings" in reproducible form . ( e) Ownership of all materials and documentation including the original drawings , the Plans (including electronic files) and Specifications , and copies of any calculations and analyses prepared pursuant to the Contract between the Owner and the Contractor, shall belong exclusively tothe Owner. These materials and documentation, whether completed or not, shall be the property of the Owner, whether the Work for which they are made is executed or not. The Contractor shall not use these materials on any other work or release any information about these materials without the express written consent of the Owner. Such material may be subject to public inspection in accordance with the Virginia Freedom of Information Act. Security-related documents and information are excluded from the Act unless a specific need to know can be shown. Trade secrets or proprietary information submitted by a bidder, offeror, or contractor in connection with a procurement transaction shall not be subject to disclosure under the Virginia Freedom of Information Act, provided the bidder, offeror, or contractor invokes the applicable provisions of the Code of Virginia, prior to or upon submission of the data or other materials, identifies the data or materials to be protected and states the reason why the protection is necessary. The Contractor shall provide the following documents to the Owner at the completion of the Work: original sealed and signed drawings BIM Models. original copy of the specifications copy of analyses made for the Project indexed copy of the calculations made by each discipline for the Project the Owner copy of all shop drawings , submittals, cut sheets , operation and maintenance instructions , parts lists, and other material related to the Project. The Roanoke County School Board, as owner of the documents prepared for its projects , has the right to use the Project documents as a prototype to demonstrate scope, size, functional relationships , etc., to an Architect/Engineer designing a similar project. Neither the Contractor nor its Architect/Engineer for the original Project design shall be responsible or liable to the Owner for any such use of the documents. The Architect/Engineer for the similar project shall be responsible for providing a complete set of project and location-specific "Final Documents" with its seals and signatures which meet all applicable codes and standards in effect at the time those "Final Documents" are submitted. 24. SUBMITT ALS (a) Shop drawings , setting drawings , product data, and samples generated by the Contractor shall be known as submittals. Electronic copies of all submittals shall be provided to the Owner when generated. (b) Submittals shall be approved by the Contractor and its licensed professional designer for conformance with the required codes , standards, and provisions of the Contract. Three (3) copies of all approved submittals shall be provided to the Owner. One copy of the "Approved " shop drawings/submittals shall be on file in the construction trailer for use by Inspectors. (c) Any submittal material, assembly, or product which deviates from the approved Building Permit Documents shall be submitted to the Building Official for VUSBC approval prior to installation. (d) The Work shall be in accordance with approved Building Permit Documents as detailed by the Page 22 of 45 approved submittals . 25. FEES, SERVICES AND FACILITIES (a) The Contractor shall obtain all permits, including the Building Permit(s), and pay for all fees and charges necessary for temporary access and public right-of-way blockage or use , for temporary connections to utilities and for the use of property ( other than the Site) for storage of materials and other purposes unless otherwise specifically stated in the Contract Documents. (b) Certain projects such as renovations and interior modifications of existing buildings will usually have water and electric service to the building . In those instances , water and electric power, ifrequired for the Work under the Contract, will be furnished by the Owner subject to reasonable use by the Contractor, only to the extent and capacity of present services . The Contractor shall be re sponsible for providing required connections , temporary wiring, piping, etc . to these services in a safe manner and in accordance with applicable codes. All temporary wire, pipe , etc. shall be removed before the Substantial Completion inspection. Acceptance by the Contractor of the use of Owner's water and electricity constitutes a release to the Owner of all claims and of all liability to the Contractor for whatever damages which may result from power and water outages or voltage variations. (c) The Owner shall pay any connection charges for permanent utility connections directly to the utility Supplier. The Contractor shall coordinate such connections with the utility Supplier. (d) Unless otherwise specifically stated in the Contract Documents , the Contractor, either directly or through its Subcontractors, shall provide and pay for all material, labor, tools , equipment, water, light, power, telephone and other services or facilities of every nature whatsoever necessary to execute completely and deliver the Work within the Contract Time for Completion or before the Contract Completion Date . (e) The Contractor shall provide temporary facilities including Contractor 's office space , Owne r 's Project Inspector office space (if required by the specifications), toilet facilities , and storage space , as required for the operations and the protection of the material and work. Number, sizes and locations shall be subject to approval of the Owner. Sanitary facilities shall be plumbed into an approved waste treatment system or shall be an approved type of chemical toilet and shall be regularly serviced . 26. EQUALS (a) Brand names: Unless otherwise stated in the Request for Proposals or Invitation for Bids , the name of a certain brand, make or manufacturer denotes the characteristics, quality , workmanship , economy of operation and suitability for the intended purpose of the article desired, but does not restrict the Contractor to the specific brand, make, or manufacturer ; it is set forth to convey to the Contractor the general style , type, character and quality of the article specified . (b) Equal materials, equipment or assemblies: Whenever in these Contract Documents , a particu lar brand, make of material, device or equipment is shown or specified, such brand, make of material , device or equipment shall be regarded merely as a standard. Any other brand, make or manufacturer ofa product, assembly or equipment which in the opinion of the Owner is the equal of that specified, considering quality , capabilities , workmanship, configuration, economy of operation, useful life , compatibility with design of the Work, and suitability for the intended purpose, will be accepted unless rejected by the Owner as not being equal. (c) Substitute materials, equipment or assemblies: The Contractor may propose to sub stitute a material, product, equipment, or assembly which deviates from the requirements of the approved plans and specifications but which the Contractor deems will perform the same function and have equal capabilities , service life , economy of operations , and suitability for the intended purpose . T he proposal must include any cost differentials proposed. If the proposed substitute is acceptable to the Owner, a Change Order will be proposed to the Contractor to accept the substitute and to deduct the proposed cost savings from the Contract Price . The Owner shall have the right to limit or reject Page 23 of 45 substitutions at its sole discretion. (d) The Contractor shall be respons ible for making all changes in the Work necessary to adapt and accommodate any equal or substitute product which it uses. The necessary changes shall be made at the Contractor's expense. 27. AVAILABILITY OF MATERIALS If a brand name, product, or model number included in the Contract Documents is not available on the present market, alternate equal products or model numbers may be proposed by the Contractor for approval by the Owner . Also submit data to the Building Official for approval of products, materials , and assemblies regulated by the VUSBC . 28. CONTRACTOR'S TITLE TO MATERIALS No materials or supplies for the Work shall be purchased by the Contractor, or by any Subcontractor or Supplier, subject to any security interest, installment or sales contract or any other agreement or lien by which an interest is retained by the seller or is given to a secured party . The Contractor warrants that it has clear and good title to all materials and supplies which it uses in the Work or for which it accepts payment in whole or in part. 29. STANDARDS FOR MATERIALS INSTALLATION & WORKMANSHIP (a) Unless otherwise specifically provided in the Contract, all equipment, material , and accessories incorporated in the Work are to be new and in first class condition . (b) Unless specifically approved by the Owner or required by the Contract, the Contractor shall not incorporate into the Work any materials containing asbestos or any material known by the industry to be hazardous to the health of building construction workers , maintenance workers , or occupants. If the Contractor becomes aware that a material required by the Contract contains asbestos or other hazardous materials , it shall notify the Owner immediately and shall take no further steps to acquire or install any such material without first obtaining Owner approval. ( c) All workmanship shall be of the highest quality found in the building industry in every respect. All items of Work shall be done by craftsmen or tradesmen skilled in the particular task or activity to which they are assigned. In the acceptance or rejection of Work, no all'owance will be made for lack of skill on the part of workmen. Poor or inferior workmanship (as determined by the Architect/Engineer, the Owner or other inspecting authorities) shall be removed and replaced at Contractor's expense such that the Work conforms to the highest quality standards of the trades concerned, or otherwise corrected to the satisfaction of the Owner, or other inspecting authority , as applicable . (d) Where specified items are supplied with the manufacturer's printed instructions , recommendations , or directions for installation, or where such instructions , recommendations , or directions are available , installation of the specified items shall be in strict accordance with the manufacturer's printed instructions . (e) Where reference is made to specific codes or standards governing the installation of specified item s , installation shall in all cases be in strict accordance with the referenced codes and standards. Where no reference is made to specific codes or standards, installation shall conform to the applicable industry standards for installation of the specific item to be installed . The Contractor and each Subcontractor are expected to be proficient and skilled in their respective trade and knowledgeable of the Codes and Standards of the National Fire Protection Association (NFiPA), National Electric Code (NEC), Occupational Safety and Health Act (OSHA) and other codes and standards applicable to installations and associated work by its trade. (f) Where the manufacturer's printed in structions are not available for installation of specific items , Page 24 of 45 where specific codes or standards are not referenced to govern the installation or specific items , or where there is uncertainty on the part of the Contractor concerning the installation procedures to be followed or the quality of workmanship to be maintained in the installation of specific items , the Contractor shall consult the Architect/Engineer for approval of the installation procedures or the specific standards governing the quality of workmanship the Contractor proposes to follow or maintain during the installation of the items in question. (g) During and/or at the completion of installation of any items, the tests designated in the plans or specifications necessary to assure proper and satisfactory functioning for its intended purpose shall be performed by the Contractor or by its Subcontractor responsible for the completed installation. All costs for such testing are to be included in the Contract Price . If required by the Contract Documents , the Contractor shall furnish prior to final inspection the manufacturers' certificates evidencing that products meet or exceed applicable performance, warranty and other requirements , and certificates that products have been properly installed and tested . 30. WARRANTY OF MATERIALS AND WORKMANSHIP (a) The Contractor warrants that, unless otherwise specified, all materials and equipment incorporated in the Work under the Contract shall be new , in first-class condition, and in accordance with the Contract Documents. The Contractor further warrants that all workmanship shall be of the highest quality and in accordance with the Contract Documents and shall be performed by persons qualified at their respective trades. (b) Work not conforming to these warranties shall be considered defective . ( c) This warranty of materials and workmanship is separate and independent from and in addition to any of the Contractor's other guarantees or obligations in the Contract or under Virginia law. 31. USE OF SITE AND REMOVAL OF DEBRIS (a) The Contractor shall: (1) Perform the Work in such a manner as not to interrupt or interfere with the operation of any existing activity on , or in proximity to , the Site or with the Work of an y other separate contractor ; (2) Store its apparatus , materials , supplies and equipment in such orderly fashion at the Site of the Work as will not unduly interfere with the progress of its Work or the work of any other separate contractor ; and (3) Place upon the Work or any part thereof only such loads as are consistent with the safety of that portion of the Work . (b) The Contractor expressly undertakes , either directly or through its Subcontractor(s), to effect all cutting , filling or patching of the Work required to make the same conform to the plans and specifications, and, except with the consent of the Owner, not to cut or otherwise alter the Work of any other separate contractor . The Contractor shall not damage or endanger any portion of the Work or Site , including existing improvements , unles s called for by the Contract. (c) The Contractor expressly undertakes, either directly or through its Subcontractor(s), to clean up frequently all refuse, rubbish , scrap materials and debris caused by its op erations , to the end that at all times the Site shall present a neat, orderly and workmanlike appearance. No s uch refuse , rubbish, scrap material and debris shall be left within the completed Work nor buried on the building Site, but shall be removed from the Site and properly disposed ofin a licensed landfill or otherwise as required by law. (d) The Contractor ex pressly undertakes, either directly or through its Subcontractor(s), before final Page 25 of 45 payment or such prior time as the Owner may require, to remove all surplus material, false Work, temporary structures , including foundations thereof, plants of any description and debris of every nature resulting from its operations and to put the Site in a neat, orderly condition ; to thoroughly clean and leave reasonably dust free all finished surfaces including all equipment, piping , etc ., on the interior of all buildings included in the Contract; and to clean thoroughly all glass installed under the Contract, including the removal of all paint and mortar splatters and other defacements. If the Contractor fails to clean up at the time required herein, the Owner may do so and charge the costs incurred thereby to the Contractor in accordance with Section l O(b) of these General Conditions. (e) The Contractor shall have , On-Site until such time as land disturbance activities have concluded and the site is stabilized, an employee certified by the Department of Environmental Quality as a Responsible Land Disturber who shall be responsible for the installation, inspection and maintenance of erosion control and stormwater management measures and devices . The Contractor shall prevent Site soil erosion, the runoff of silt and/or debris carrying water from the Site, and the blowing of debris off the Site in accordance with the applicable requirements and standards of the Contract and the Virginia Department of Environmental Quality 's Erosion and Sediment Control Regulations and the Virginia Stormwater Management Regulations. 32. TEMPORARY ROADS Temporary roads , if required, shall be established and maintained until permanent roads are accepted, then removed and the area restored to the conditions required by the Contract Documents. Crushed rock, paving and other road materials from temporary roads shall not be left on the Site unless permission is received from the Owner to bury the same at a location and depth approved by the Owner. · 33. SIGNS The Contractor may, at its option and without cost to the Owner, erect signs acceptable to the Owner on the Site for the purpose of identifying and giving directions to the job. No signs shall be erected without prior approval of the Owner as to design and location . 34. PROTECTION OF PERSONS AND PROPERTY (a) The Contractor expressly undertakes , both directly and through its Subcontractors, to take every reasonable precaution at all times for the protection of all persons and property which may come on the Site or be affected by the Contractor's Work. (b) The Contractor shall be solely responsible for initiating, maintaining and supervising all safety precautions and programs in connection with the Work . Any violation of these requirements or duties or any potential safety hazard that is brought to the attention of the Contractor by the Owner or any other persons shall be immediately abated. (c) The provisions of all rules and regulations governing health and safety as adopted by the Safety Codes Commission of the Commonwealth of Virginia, issued by the Department of Labor and Industry under Title 40. l of the Code of Virginia , shall apply to all Work under this Contract. (d) The Contractor shall continuously maintain adequate protection of all its Work from damage and shall protect the Owner's property from injury or loss arising in connection with this Contract. He shall make good any such damage , injury or loss , except as may be directly and solely due to errors in the Contract Documents or caused by agents or employees of the Owner. The Contractor shall adequately protect adjacent property to prevent any damage to it or loss of use and enjoyment by its owners. The Contractor shall provide and maintain all passageways , guard fences , lights and other facilities for protection as required by public authority , local conditions, or the Contract. (e) In an emergency affecting the health , safety or life of persons or of the Work, or of the adjoining property , the Contractor, without special instruction or authorization from the Owner, shall act, at its discretion, to prevent such threatened loss or injury. Also , should he, to prevent threatened loss or Page 26 of 45 injury , be instructed or authorized to act by the Owner, it shall so act immediately, without appeal. Any additional compensation or extension of time claimed by the Contractor on account of any emergency work shall be determined as provided by Section 38 of these General Conditions. (f) When necessary for the proper protection of the Work, temporary heating of a type compatible with the Work must be provided by the Contractor at the Contractor's expense , unless otherwise specified. 35. CLIMATIC CONDITIONS The Contractor shall suspend activity on and protect any portion of the Work that may be subject to damage by climatic conditions. 36. PAYMENTS TO CONTRACTOR (a) Unless otherwise provided in the Contract, the Owner will make partial payments to the Contractor on the basis of a duly certified and approved Schedule of Values and Certificate for Payment that will become Exhibit to the contract, showing the estimate of the Work performed during the preceding calendar month or work period. When evaluating the Contractor's Schedule of Values and Certificate for Payment, the Owner will consider the value of the Work in place, the value of approved and properly stored materials, the status of the Work on the critical path with regard to the Time for Completion, and the estimated value of the Work necessary to achieve Final Completion. The Owner will schedule a monthly pay meeting to occur no earlier than the 25th day of the month represented by the payment request or not later than the 5th day of the following month. The Contractor will submit its monthly estimate of Work in accordance with the Contract between the Owner and Contractor so that it is received by the Owner's Project Manager at least one workday prior to the date scheduled for the monthly pay meeting . The Owner will review the estimate with the Contractor at the monthly pay meeting, which shall be considered the receipt date, and may approve some or all of the estimate of Work for payment. In preparing estimates , the material delivered to the Site and preparatory Work done shall be taken into consideration, if properly documented as required by Section 20 of these General Conditions, or as may be required by the Owner so that quantities may be verified. In addition to material delivered to the Site, material such as large pieces of equipment and items purchased specifically for the Project, but stored off the Site may be considered for payment, provided all of the following are accomplished prior to the submission of the monthly payment request in which payment for such' materials is requested : (1) The Contractor must notify the Owner in writing, at least ten (10) days prior to the submission of the payment request that specific items will be stored off Site in a designated, secured place. The Schedule of Values must be detailed to indicate separately both the value of the material and the labor/installation for trades requesting payment for stored materials. By giving such notification and by requesting payment for material stored off Site, the Contractor warrants that the storage location is safe and suitable for the type of material stored and that the materials are identified as being the property of the Contractor, and agrees that loss of materials stored off the Site shall not relieve the Contractor of the obligation to timely furnish these types and quantities of materials for the Project and meet the Time for Completion or Contract Completion Date, subject to Section 43(b) of these General Conditions. If the storage location is more than 20 miles from the Site , the Contractor may be required to reimburse the Owner for the cost incurred for travel to the, storage location to verify the Contractor's request for payment for materials stored off Site. (2) Such notification, as well as the payment request, shall: (a) itemize the quantity of such materials and document with invoices showing the cost of said materials; (b) indicate the identification markings used on the materials , which shall clearly reference the materials to the particular project; Page 27 of 45 (c) identify the specific location of the materials , which must be within reasonable proximity to the Site ; (d) include a letter from the Contractor's Surety which confirms that the Surety onthe Performance Bond and the Labor and Material Payment Bond has been notified of the request for payment of materials stored off the Site and agrees that the materials are covered by the bond ; and (e) include a certificate of all-risk builder's risk insurance in an amount not less than the fair market value of the materials, which shall name the Owner and the Contractor as co-insureds . (3) The Contractor's Architect/Engineer shall indicate , in writing, to the Owner that Submittals for such materials have been reviewed and meet the requirements of the Contract Documents, that the stored materials meet the requirement of the plans and specifications, and that such materials conform to the approved Submittals. (4) The Owner shall notify the Contractor in writing of its agreement to prepayment for materials . (5) The Contractor shall notify the Owner in writing when the materials are to be transferred to the Site and when the materials are received at the Site. (b) Payment will not be made for materials or equipment stored on or off the Site which are not scheduled for incorporation into the Work within the six months next following submission of the request for payment, unless the Contractor has the prior consent of the Owner, which consent may be granted or withheld by the Owner in its discretion if, in the opinion of the Owner, it is not necessary to procure the materials more than six months in advance of use to assure their availability when needed . (c) No payment shall be made to the Contractor until : (I) The Contractor fumishes to the Owner its Social Security Number (SSN) if an individua~ or its Federal Employer Identification Number (FEIN) if a proprietorship, partnership , corporation or other legal entity. (2) Certificates of Insurance or other satisfactory evidence of compliance by the Contractor with all the requirements of Section 11 (and Section 12 if applicable) of these General Conditions have been delivered to the Owner. (3) Copies of any certificates of insurance required of a Subcontractor under Section 11 have been delivered to the Owner for payments based on Work performed by a Subcontractor (4) The Contractor has (i) submitted a pre liminary schedule which is acceptable to the Owner in accordance with Section 19(a), (ii) submitted a fully complete Project schedule accepted by the Owner in accordance with Section 19(a), (iii) maintained the monthly bar graphs or status reports required by Section 19(b), or (iv) provided a recovery schedule pursuant to Section 19( e ), as each of them may be required . (d) ln making such partial payments , five percent (5%) of each payment to the Contractor shall be retained until Final Completion and acceptance of all Work covered by the Contract, unless otherwise provided by any law , regulation or program of the federal govemment. Such retainage shall beheld to assure faithful performance of the Contract and may also be used as a fund to deduct amounts due to or claimed by the Owner, including, but not limited to, payment to the Owner of all moneys due for deductive change orders , credits , uncorrected Defective Work, interest, damages , and the like. (§2 .2 -4333 of the Code of Virginia) The Owner may , at its sole discretion, agree on an item by item basis to release the retainage on items which are fully 100% complete , and which have accepted by the Owner as being tested and complete , and on which no further action or work will be required. As Page 28 of 45 such, retainage will not be withheld on insurance , bonds and permits once these items have been paid for in full and the Contractor can provide proof of such payment. Retainage which is released by the Owner shall be distributed by the Contractor to the applicable party(ies) in conformance with Section 3 7 of these General Conditions. (e) All material and Work for which partial payments are made shall thereupon become the sole property of the Owner, but this provision shall not relieve the Contractor from the sole responsibility for all materials and Work, including those for which payment has been made, or for the restoration of any damaged materials or Work. Nor shall this provision serve as a waiver of the right of the Owner to require the fulfillment of all of the terms and conditions of the Contract. (f) The final payment, which shall include the retainage, less any amounts due to or claimed by the Owner, shall not become due until the Owner agrees that Final Completion has been achieved and until the Contractor shall deliver to the Owner a Certificate of Completion by the Contractor and an Affidavit of Payment of Claims, stating that all Subcontractors and Suppliers of either labor or materials have been paid all sums claimed by them for Work performed or materials furnished in connection with this Project. Amounts due the Owner which may be withheld from the final payment may include, but are not limited to , amounts due pursuant to Section 3(g), Section l6(a-d), Section 3 l(d), costs incurred to repair or replace Defective Work, costs incurred as a result of the Contractor's negligent acts or omissions or omissions of those for whom the Contractor is responsible, delay damages under Section 43(h), and any liquidated or actual damages. If all Subcontractors and Suppliers of labor and materials have not been paid the full amount claimed by them, the Contractor shall list each to which an agreed amount of money is due or which has a claim in dispute. With respect to all such Subcontractors and Suppliers, the Contractor shall provide to the Owner, along with the Affidavit of Payment of Claims, an affidavit from each such Subcontractor and Supplier stating the amount of their subcontract or supply contract, the percentage of completion, the amounts paid to them by the Contractor and the dates of payment, the amount of money still due if any, any interest due the Subcontractor or Supplier pursuant to Section 37(b) below, and whether satisfactory arrangements have been made for the payment of said amounts. If no agreement can be reached between the Contractor and one or more Subcontractors or Suppliers as to the amounts owed to the Subcontractors or Suppliers, the Owner may, in its discretion , pay such portion of the moneys due to the Contractor which is claimed by the Subcontractor or Supplier into a Virginia Court or Federal Court sitting in Virginia, in the manner provided by Virginia law . Said payment into court shall be deemed a payment to the Contractor. Nothing in this Section shall be construed as creating any obligation or contractual relationship between the Owner and any Subcontractor or Supplier, and the Owner shall not be Liable to any Subcontractor or Supplier on account of any failure or delay of the Owner in complying with the terms hereof. (g) Upon successful completion of the final inspection and all Work required by the Contract, including but not limited to the delivery of As-Built Reproducible Record Drawings, equipment manuals , written warranties, acceptance of the Work by the Owner and the delivery of the affidavits required in Section 36(f) of these General Conditions, the Contractor shall deliver the written Certificate of Completion by the Contractor (Exhibit __) to the Owner stating the entire amount of Work performed and compensation earned by the Contractor, including extra work and compensation therefor. The Owner may accept the Work for occupancy or use while asserting claims against the Contractor; disputing the amount of compensation due to the Contractor; disputing the quality of the Work, its completion, or its compliance with the Contract Documents; or any other reason. (h) Unless there is a dispute about the compensation due to the Contractor, Defective Work, quality of the Work, compliance with the Contract Documents, completion itself, claims by the Owner, other matters in contention between the parties, within thirty (30) days after receipt and acceptance of the Schedule of Values and Certificate for Payment in proper form by the Owner at the monthly pay meeting, which shall be considered the receipt date , the Owner shall pay to the Contractor the amount approved less all prior payments and advances whatsoever to or for the account of the Contractor. ln the case of final payment, the completed Affidavit of Payment of Claims , and the Certificate of Completion by the Contractor shall accompany the final Schedule of Values and Certificate for Page 29 of 45 Payment, which is forwarded to the Owner for payment. The date on which payment is due shall be referred to as the Payment Date . All prior estimates and payments including those relating to extra Work may be corrected and adjusted in any payment and shall be corrected and adjusted in the final payment. In the event that any request for payment by the Contractor contains a defect or impropriety, the Owner shall notify the Contractor of any defect or impropriety that would prevent payment by the Payment Date, within five (5) days after receipt of the Schedule of Values and Certificate for Payment by the Owner. (i) Interest shall accrue on all amounts owed by the Owner to the Contractor that remain unpaid thirty (30) days following the Payment Date. Said interest shall accrue at the rate of six percent (6%) per annum. No interest shall accrue on retainage or when payment is delayed because of disagreement between the Owner and the Contractor regarding the quantity , quality , or timeliness of the Work, including, but not limited to, compliance with Contract Documents or the accuracy of any Request for Payment received. This exception to the accrual of interest stated in the preceding sentence shall apply only to that portion of a delayed payment that is actually the subject of such a disagreement and shall apply only for the duration of such disagreement. Nothing contained herein shall be interpreted, however, to prevent the withholding of retainage to assure faithful performance of the Contract. These same provisions relating to payment of interest to the Contractor shall apply also to the computation and accrual of interest on any amounts due from the Contractor to the Owner for deductive change orders and to amounts due on any claims by the Owner. The date of mailing of any payment by the U.S . Mail is deemed to be the date of payment to the addressee. U) The acceptance by the Contractor of the Final Payment shall be and operate as a release to the Owner of all claims by the Contractor, its Subcontractors and Suppliers , and of all liability to the Contractor whatever, including liability for all things done or furnished in connection with this Work, except for things done or furnished which are the subject of unresolved claims for which the Contractor bas filed a timely written notice of intent, provided a claim is submitted no later than sixty (60) days after Final Payment. Acceptance of any interest payment by the Contractor shall be a release of the Owner from claims by the Contractor for late payment. (k) No certificate for payment issued, and no payment, final or otherwise , no certificate of completion , nor partial or entire use or occupancy of the Work by the Owner, snail be an acceptance of any Work or materials not in accordance with the Contract, nor shall the same relieve the Contractor of responsibility for faulty materials or Defective Work or operate to release the Contractor or its Surety from any obligation under the Contract, the Standard Performance Bond and tne Standard Labor and Material Payment Bond. 37. PAYMENTS BY CONTRACTOR (§2.2-4354, Code of Virginia) Under §2 .2-4354 , Code of Virginia, the Contractor is obligated to: (a) Withln seven (7) days after receipt of amounts paid to the Contractor by the Owner for Work performed by the Subcontractor or Supplier under this Contract, (1) Pay the Subcontractor or Supplier for the proportionate snare of the total payment received from the Owner attributable to the Work performed by the Subcontractor or the materials furnished by the Supplier under this Contract; or (2) Notify the Subcontractor or Supplier, in writing, of its intention to withhold all or a part of the Subcontractor or Supplier's payment with the reason for nonpayment; (b) Pay interest to the Subcontractor or Supplier on all amounts owed by the Contractor that remain unpaid after seven (7) days following receipt by the Contractor of payment from the Owner for Work performed by the Subcontractor or materials furnished by the Supplier under this contract, except for amounts withheld as allowed under Subsection (a)(2) of this Section. (c) [nclude in each of its subcontracts a provision requiring each Subcontractor to include in each ofits Page 30 of 45 subcontracts a provision requiring each subcontractor to include or otherwise be subject to the same payment and interest requirements with respect to each lower tier subcontractor. Each Subcontractor shall include with its invoice to , or request for payment from , the Contractor, a certification that that Subcontractor has paid each of its suppliers and lower tier subcontractors their proportionate share of previous payments received from the Contractor attributable to the Work performed or the materials furnished by it under this Contract. The Contractor's obligation to pay interest to the Subcontractor or Supplier pursuant to Subsection (b) of this Section is not an obligation of the Owner. A modification to this Contract shall not be made for the purpose of providing reimbursement for such interest charge . A Contractor's cost reimbursement claim shall not include any amount for reimbursement of such interest charge. 38. CHANGES IN THE WORK (a) The Owner may at any time, and without notice to the sureties , make changes in the Work which are within the general scope of the Contract, except that no change will be made which will increase the total Contract Price to an amount more than twenty percent (20%) in excess of the original Contract Price without notice to sureties and approval of its governing bodies. At the time of the Pre construction Meeting described in Section 49(b ), the Contractor and the Owner shall advise each other in writing of their designees authorized to accept and/or approve changes to the Contract Price and of any limits to each designee's authority. Should any designee or limits of authority change during the time this Contract is in effect, the Contractor or Owner shall give written notice to the other within seven (7) calendar days , utilizing the procedures set forth in these General Conditions . The Contractor agrees and understands that the authority of the Owner's designee is limited by Virginia Code §2.2-4309 and any other applicable statute. In making any change, the charge or credit for the change shall be determined by one of the following methods as selected by the Owner: (1) Fixed Price: By a mutually agreed fixed amount change to the Contract Price and/or time allowed for completion of the Work. The Change Order shall be substantiated by documentation itemizing the estimated quantities and costs of all labor, materials , and equipment required as well as any mark-up used. The price change shall include the Contractor's overhead and profit. See Subsections (d), (e), and (t) below. (2) Unit Price: By using unit prices and calculating the number of net units of Work in each part of the Work which is changed, either as the Work progresses or before Work on the change commences , and by then multiplying the calculated number of units by the applicable unit price set forth in the Contract or multiplying by a mutually agreed unit price if none was provided in the Contract. No additional percentage markup for overhead or profit shall be added to the unit prices . (3) Cost Reimbursement: By ordering the Contractor to perform the changed Work on a cost reimbursement basis by issuing two Change Orders citing this Subsection, an initiating Change Order, authorizing the changed Work, and a confirming Change Order approving the additional cost and time for the changed Work . The initiating Change Order shall: (i) Describe the scope or parameters of the change in the Work ; (ii) Describe the cost items to be itemized and verified for payment and the method of measuring the quantity of work performed; (iii) Address the impact on the schedule for Substantial Completion ; (iv) Order the Contractor to proceed with the change to the Work ; (v) Order the Contractor to keep in a form acceptable to the Owner, an accurate, Page 31 of 45 itemized account of the actual cost of the change in the Work, including , but not limited to , the actual costs of labor, materials , equipment, and supplies ; (vi) Order the Contractor-to annotate a copy of the Project schedule to accurately show the status of the Work at the time this first Change Order is issued, to show the start and finish dates of the changed Work, and the status of the Work when the changed Work is completed; and (vii) State that a confirming Change Order will be issued to incorporate the cost of the ordered_changed in the Work into the Contract Price and any change in the Contract Time for Completion or Contract Completion Date. The Contractor shall sign the initiating Change Order acknowledging it has been ordered to proceed with the change in the Work. The Contractor's signature on each initiating Change Order citing this Subsection 38(a)(3) as the method for determining the cost of the Work shall not constitute the Contractor's agreement on the cost or time impact of the ordered Work. Except as otherwise may be agreed to in writing by the Owner, such costs shall not exceed those prevailing for the trades or crafts (based upon rates established by the U.S. Department of Labor, Bureau of Statistics, or other generally recognized cost data publication), materials, and equipment in the locality of the Project, may include only those items listed as allowable in Subsection 38(e), and shall not include any of the costs listed as not allowable in Subsection 38(t). The Owner shall be permitted, on a daily basis, to verify such records and may require such additional records as are necessary to determine the cost of the change to the Work. Within fourteen (14) days of the conclusion of such ordered Work, the Contractor and the Owner shall reach agreement on the cost for the ordered Work, based on the records kept and the Contractor's allowance for overhead and profit determined in accordance with the provisions as set forth in Subsections ( d) and (f), below; and the change in the Contract Time for Completion or Contract Completion Date, if necessary as a result of the ordered Work . Such costs and time shall be incorporated into a confirming Change Order which references the initiating Change Order. If agreement on the cost and time of the changed Work cannot be reached within the fourteen (14) days allotted, the Contractor may file a claim for the disputed amount as provided for in Section 4 7. (4) By issuing a unilateral change order in the amount deemed appropriate by the Owner for the Work. If the Contractor objects to the amount or scope of the change order then the Contractor may file a claim for the disputed amount as provided for in Section 47. (b) The Contractor shall review any change requested or directed by the Owner and shall respond in writing within fourteen (14) calendar days after receipt of the proposed change (or such other reasonable time as the Owner may direct), stating the effect of the proposed change upon its Work, including any increase or decrease in the time and price. The Contractor shall furnish to the Owner an itemized breakdown of the quantities and prices used in computing the proposed change in Contract Price . The Owner shall review the Contractor's proposal and respond to the Contractor within thirty (30) days of receipt. If a change to the Contract Price and Time for Completion or Contract Completion Date are agreed upon, both parties shall sign the Change Order. If the Contract Price and Time for Completion or Contract Completion Date are not agreed upon , the Owner may direct the Contractor to proceed under Subsection 38(a)(3) above . Change Orders shall be effective when signed by both parties . (c) In figuring changes , any instructions for measurement of quantities set forth in the Contract shall be Page 32 of 45 followed . (d) The percentage to be used in calculating both additive and deductive changes in the Work (other than changes covered by unit prices) shall be calculated . paid by applying the following specified percentage markups only on the net cost of the changed Work (i .e., difference in cost between original and changed Work). Said percentages shall reasonably appro x imate the Contractor's overhead and profit but shall not exceed the percentages for each category listed below: (1) If a Subcontractor does all or part of the changed Work, the Subcontractor's mark-up for overhead and profit on the Work it performs shall be a maximum often percent (10 %). The Contractor's mark-up for the Subcontractor's price shall be a maximum often percent (10%). (2) If the Contractor does all or part of the changed Work, its markup for overhead and profit on the changed Work it performs shall be a max imum often percent(l0%). (3) If a Sub-subcontractor at any tier does all or part of the changed Work, the Sub subcontractor's markup on that Work shall be a maximum often percent (10%). The markup ofa sub-subcontractor's Work by the Contractor and all intervening tiers of Subcontractors shall not exceed a total often percent(I0%). ( 4) Where Work is deleted from the Contract prior to commencement of that Work without substitution of other similar Work, one hundred percent (100%) of the Contract Price attributable to that Work shall be deducted from the Contract Price. However, in the event that material Submittals have been approved and orders placed for said materials, Contractor shall use reasonable diligence to minimize the cost to the Owner of cancelling any such order, in which event an amount equal to Contractor 's net reduction in the co st of the Work, if any , attributable to cancelation of the order shall be deducted from the Contract Price . (e) Allowable changes in the Work may include the following: (1) Labor costs for employees directly employed in the change in the Work, including salaries and wages plus the cost of payroll charges and fringe benefits and overtime premiums , if such premiums are explicitly authorized by the Owner. (2) Materials incorporated into the change to the Work, including costs of transportation and storage , if applicable . If applicable , all cash discounts shall accrue to the Contractor, unle ss the Owner deposits funds with the Contractor to make such payments , and all trade discounts , rebates, refunds , and returns from the sale of surplus material s shall accrue to the Owner. (3) Equipment incorporated in the changed Work or equipment used directly in accomplishing the Work. If rented expressly for accomplishing the change in the Work, the cost shall be the rental rate according to the terms of the rental agreement, which the Owner shall have the right to approve . If owned by the Contractor, the costs shall be a reasonable price based upon the life expectancy of the equipment and the purchase price of the equipment. If applicable, transportation costs may be included. (4) Costs of increases in premiums for the Standard Labor and Material Payment Bond and the Standard Performance Bond, provided coverage for the cost of the change in the Work results in such increased costs. At the Owner's request, the Contractor shall provide proof of its notification to the Surety of the change in the Work and of the Surety's agreement to include such change in its coverage. The cost of the increase in premium shall be an allowable cost but shall not be marked up . (5) Contractor and Subcontractor overhead costs as set forth in Subsection ( d) markups above. Page 33 of 45 (6) If the change in the Work also changes the Time for Completion or the Contract Completion Date by adding days to complete the Work, an itemized accounting of the following direct Site overhead expenses set forth in subparagraph (i) below may be considered as allowable costs for compensation in addition to those shown above : (i) Direct Site Overhead Expenses: The Contractor's per diem expenses , as shown by the itemized accounting for the following allowable direct and indirect overhead expenses : The Site superintendent's pro-rata salary , dumpsters and trash fees, office employees assigned directly to the project, temporary Site office trailer, and temporary Site utilities including basic telephone service, electricity , heat, water and sanitary/toilet facilities for each day added by the change in the Work. All other direct expenses are covered by and included in the Subsection 38(d) markups above . (7) Any other costs directly attributable to the change in the Work with the exception of those set forth in Subsection 38(t) below . (f) Allowable costs for changes in the Work shall not include the following : (1) Costs due to the negligence of the Contractor, any Subcontractor, Supplier, their employees or other persons for whom the Contractor is responsible, including, but not limited to , costs for the correction of Defective Work, for improper disposal of material, for equipment wrongly supplied, for delay in perforrning the Work, or for delay in obtaining materials or equipment. (2) Home office expenses including payroll costs for the Contractor's officers , executives , administrators , accountants , counsel, timekeepers , clerks , and other s imilar administrative personnel employed by the Contractor, whether at the Site or in the Contractor's principal or branch office for general administration of the Work. These costs are deemed overhead included in the percentage markups allowable in Subsections 38(d) above. (3) Home office , and field office expenses not itemized in Subsection 38(e)(6) above . Such items include, but are not limited to , expenses of Contractor's home and branch offices, Contractor's capital expenses , interest on Contractor's capital used for the Work, charges for delinquent payments, small tools , incidental job costs, rent, utilities , telephone and office equipment, and other general overhead expenses . (g) All Change Orders , except the "initial" Change Orders authorizing work citing Subsection 38(a)(3) procedures, must state that the Contract Time for Completion or Contract Completion Date is not changed or is either increased or decreased by a specific number of days . The old Time for Completion and, if changed, the new Time for Completion must be stated . If the Contractor requests an extension to the Time for Completion or a later Contract Completion Date , it must provide written justification for the extension to the Owner. The written justification must demonstrate an anticipated actual increase in the time required to complete the Work beyond that allowed by the Contract as adjusted by prior change orders or amendments to the Contract, not just an increase .or .decrease in the time needed to complete some portion of the total W.ork. When a CPM schedule is required by the Contract, no extension to the Time for Completion or Contract Completion Date shall be allowed unless , and then only to the ex tent that, the additional or changed Work increases the length of the critical path beyond the Time for Completion or Contract Completion Date. If approved, the increase in time required to complete the Work shall be added to the Time for Completion or Contract Completion Date . The Owner may decrease, by Change Order, the Time for Completion or Contract Completion Date when an Owner-requested deletion from the Work results in a decrease in the actual time required to complete the Work as demonstrable on the Bar Graph Schedule or on the CPM Schedule , whichever Page 34 of 45 is appropriate . The Contractor may submit a request to decrease , by Change Order, the Time for Completion or Contract Completion Date under the procedures and subject to the considerations set forth in Section 19(t). No request for such decrease shall be considered for approval unless the proposed shorter schedule is otherwise acceptable under Sections l 9{b) or ( c ), whichever is applicable . The Change Order decreasing the Time for Completion or changing the Contract Completion Date must be signed by both the Owner and the Contractor. With the exception of Change Orders under Subsection 38(a)(3), which shall arrive at a change to the Contract Price and any change to time using the procedures set forth therein, each Change Order shall include all time and monetary impacts of the change , whether the Change Order is considered alone or with all other changes during the course of the Project. Failure to include a change to time and Contract Price attributable to such change in time under Section 38(a)(l) or (2) shall waive any change to the time and Contract Price unless the parties mutually agree in writing to postpone a determination of the change to time related impacts of the change. Such a determination may be postponed not more than forty-five (45) days to give the Contractor an opportunity to demonstrate a change in the time and price needed to complete the Work. During any such postponement, the Work shall proceed, unless the Owner agrees otherwise. If at any time there is a delay in the critical path of the Work due to postponement, due to the Contractor's efforts to justify an extension of the time or an increase in the Contract Price, or due to the Contractor's refusal to proceed with any of the Work pending agreement on a change in time or price, such delay and any Contractor costs resulting from it shall not serve as the basis for the extension of the Time for Completion or Contract Completion Date or for an increase in the Contract Price. (h) The acceptance by the Contractor of any payment made by the Owner under a Change Order shall be and operate as a release to the Owner of all claims by the Contractor and of all liability owing to the Contractor for all things done or furnished in connection with the Work described in the Change Order. The execution of any Change Order by the Owner shall not be an acceptance of any Work or materials not in accordance with the Contract Documents, nor shall it relieve the Contractor of responsibility for faulty materials or workmanship or operate to release the Contractor or its surety from any obligation arising under the Contract or the Standard Performance Bond or Standard Labor and Material Payment Bond. (i) Payments will not be made for any Work, labor or materials on a unit price or Subsection 38(a)(3) basis until the Contractor bas furnished the Owner documents , certified as true and correct by an authorized officer or agent of the Contractor, evidencing the cost of such Work, labor and materials . The Owner may require any or all of the following documentation to be provided by the Contractor. For Work performed on a Unit Price basis: (1) certified measurements of authorized and approved excavations, over-excavations , fills and/or backfills , and similar work; and/or (2) certified measurements of piling installed, caissons installed, and similar work; and/or (3) daily records of waste materials removed from the Site and/or fill materials imported to the Site . For Work performed on a Subsection 38(a)(3) basis: (1) certified payroll records showing the name, classification, date, daily hours , total hours , rate, and extension for each laborer, foreman , supervisor or other worker; (2) equipment type & model, dates , daily hours , total hours , rental rate or other specified rate, and extension for each unit of equipment ; Page 35 of 45 (3) invoices for materials showing quantities , prices , and extensions ; (4) daily records of waste materials removed from the Site and/or fill materials imported tothe Site ; (5) certified measurements of over-excavations , piling installed and similar work ; and/or (6) transportation records for materials , including prices , loads , and extensions . Requests for payment shall be accompanied and supported by invoices for all materials used and for all transportation charges claimed . If materials come from the Contractor's own stock, then an affidavit may be furnished , in lieu of invoices , certifying quantities , prices , etc . to support the actual cost. 39. EXTRAS If the Contractor claims that any instructions given to him by the Owner, by drawings or otherwise , involve extra Work which increases the scope of the Contract, then , except in emergencies endangering life or property , it shall give the Owner written notice thereof before proceeding to execute the Work. Said notice shall be given promptly enough to avoid delaying the Work and in no instance later than fourteen (14) days after the receipt of such instructions. Should it not be immediately clear to the Contractor that the change involves extra Work outside the scope of the Contract, written notice shall be sufficient if given as soon as possible after such realization, but in no event later than fourteen (14) days after the start of such Work. If the Owner agrees , a Change Order shall be issued as provided in Section 38 of these General Conditions , and any additional compensation shall be determined by one of the three (3) methods provided in Subsection 38(a), as selected by the Owner. If the Owner does not agree , then any claims for compensation for the extra Work shall be filed in accordance with Section 47 . 40. CONTRACTOR'S RIGHT TO STOP WORK OR TERMINATE THE CONTRACT If the Work should be stopped by the Owner or under an order of any court or other public authority for a period ofninety (90) days through no fault of the Contractor or anyone employed by him , or if the Owner should fail to pay to the Contractor within thirty (30) days any sum certified by the Owner when no dispute exists as to the sum due or any provision of the Contract, then the Contractor may , upon ten (10) calendar days written notice to the Owner, stop Work or terminate the Contract and recover from the Owner payment for the cost of the Work actually performed, together with overhead and profit thereon , but profit on the Work performed shall be recovered only to the extent that the Contractor can demonstrate that it would have had profit on the entire Contract if it had completed the Work. The Contractor may not receive profit or any other type of compensation for parts of the Work not perfonned. The Contractor may recover the reasonable cost of physically closing down the Site, but no other costs of termination. The Owner may offset any claims it may have against the Contractor against the amounts due to the Contractor. In no event shall termination of the Contract by the Contractor terminate the obligations of the Contractor's surety on its payment and performance bonds. 41. OWNER'S RIGHT TO TERMINATE THE CONTRACT FOR CAUSE (a) If the Contractor should be adjudged as bankrupt, or if it should make a general assignment for the benefit of its creditors, or if a receiver should be appointed on account of its insolvency , the Owner may terminate the Contract. If the Contractor should refuse or should repeatedly fail , except in cases for which extension of time is provided, to supply enough properly skilled workers or proper materials and equipment, or if it should fail to perform the Work in a diligent, efficient, workmanlike, skillful, and careful manner, or if it should fail or refuse to perform the Work in accordance with the Contract Documents , or if it should fail to make prompt payment to Subcontractors or Suppliers of material or labor, or if it should disregard laws , ordinances or the written instructions of the Architect/Engineer or the Owner, or otherwise be in substantial violation of any provision of the Contract, then the Owner may terminate the Contract. Page 36 of 45 (b) Prior to termination of the Contract, the Owner shall give the Contractor and its surety ten (10) calendar days written notice pursuant to Section I ("Defmitions") of these General Conditions , during which the Contractor and/or its surety may rectify the basis for the notice . If rectified to the satisfaction of the Owner within said ten ( l 0) days, the Owner may rescind its notice of termination. If not, the termination for cause shall become effective at the end of the ten (10) day notice period without further notice to the Contractor. In the alterative, the Owner may, in writing, postpone the effective date of the termination for cause , at its sole discretion, if it should receive reassurances from the Contractor and/or its surety that the basis for the termination will be remedied in a time and manner that the Owner fmds acceptable. If at any time after such postponement, the Owner determines that Contractor and/or its surety has not or is not likely to rectify the causes of termination in an acceptable manner or within the time allowed, then the Owner may immediately terminate the Contract for cause, without the necessity of further ten ( 10) day notice, by notifying the Contractor and its surety in writing of the termination. In no event shall termination for cause terminate the obligations of the Contractor's surety on its payment and performance bonds. (c) Upon termination of the Contract becoming effective, the Owner shall take possession of the Site and of all materials, tools and equipment thereon and shall proceed as follows: (1) If no security has been provided pursuant to Section 8 herein, the Owner shall fmish the Work by whatever method it may deem expedient. If the expense of finishing the Work, including compensation for additional managerial and administrative services , shall exceed the unpaid balance of the Contract Price , the Contractor shall pay the difference to the Owner, together with any other expenses of terminating the Contract and having it completed by others. (2) If security has been provided pursuant to Section 8 herein, the Owner shall provide Notice to the Surety that termination of the Contract became effective and proceed as set forth in the Standard Performance Bond, and the Terms and Conditions therein. If the expense of finishing the Work, including compensation for additional managerial and administrative services, shall exceed the unpaid balance of the Contract Price and the penal amount of the Standard Performance Bond, the Contractor shall pay the difference to the Owner, together with any other expenses of terminating the Contract and having it completed by others. (d) If it should be judicially determined that the Owner improperly terminated this Contract for cause , then the termination shall be deemed to be a termination for the convenience of the Owner, and the Contractor's rights and remedies shall be solely limited to those provided by Section 42 of these General Conditions. ( e) Termination of the Contract under this Section is in addition to and without prejudice to any other right or remedy of the Owner. Any actions by the Owner permitted herein shall not be deemed a waiver of any other right or remedy of the Owner under the Contract or under the law. The Owner may offset any claims it may have against the Contractor against the amounts due to the Contractor. The provisions of this Section shall survive termination of the Contract. 42. TERMINATION BY OWNER FOR CONVENIENCE (a) Owner may terminate this Contract, in whole or in part, at any time without cause upon giving the Contractor written notice of sixty (60) days of such termination, which will specify the effective date of such notice, pursuant to Section I ("Defmitions") of these General Conditions. Upon such termination, the Contractor shall immediately cease Work and remove from the Site all of its labor forces and such of its materials as Owner elects not to purchase or to assume in the manner hereinafter provided. Upon such termination, the Contractor shall take such steps as Owner may require to assign to the Owner the Contractor's interest in all Subcontracts and purchase orders designated by Owner. After all such steps have been taken to Owner's satisfaction, the Contractor shall receive as full compensation for termination and assignment the following: Page 37 of 45 (I) Amounts due for Work performed in accordance with the Contract subsequentto the latest approved Schedule of Values and Certificate for Payment through the date of termination ; (2) All amounts then otherwise due under the terms of this Contract associated with the Work performed prior to the date of termination ; and (3) Reasonable compensation for the actual cost of demobilization incurred by the Contractor as a direct result of such termination . The Contractor shall not be entitled to any compensation or damages for lost profits or for any other type of contractual compensation or damages other than those provided in Subsection 42(a). The Owner may offset any claims it may have against the Contractor against the amounts due to the Contractor . Upon payment of the foregoing , Owner shall have no further obligations to Contractor of any nature . The Contractor agrees to waive all claims against the Owner for any consequential damages that may arise from or relate to the Owner's termination of the Contract including, but not limited to , damages for loss of revenue , income, profit, business , reputation, or bonding capacity. (b) In no event shall termination for the convenience of the Owner terminate the obligations of the Contractor's surety on its payment and performance bonds. ( c) Any actions by the Owner permitted herein shall not be deemed a waiver of any other right or remedy of the Owner under the Contract or under the law . The provisions of this Section shall survive termination of the Contract. 43. DAMAGES FO R D ELAYS; EXTENSION OF TIME (a) Excusable Non-Compensab le Delays: If and to the extent that the Contractor is delayed at any time in the progress of the Work by strikes , fires, unusual delays in transportation, pandemics , epidemics or unavoidable casualties, or other unforeseeable causes outside the Owner's or Contractor's control, with the exception of delays caused by weather provided for in Section 6 for which the Contractor intends to request an extension of either the Time for Completion or the Contract Completion Date, as the case may be , then the Contractor shall give the Owner written notice of the delay within fourteen (14) days of the inception of the delay. The Contractor shall also give written notice to the Owner of the termination of the delay not more than fourteen (14) days after such termination. If the Owner agrees with the existence and impact of the delay , the Owner shall extend the, time for Completion, the Contract Completion Date or Final Completion , as the case may be, for the length of time that the date for Substantial Completion or Final Completion was actually delayed thereby, and the Contractor shall not be charged with liquidated or actual damages for delay during the period of such extension nor shall the Contractor be due compensation or damages of any kind, under any theory of law, as a result of such delay , the impact of such delay , or acceleration of Work as a result of such delay , the impact of such delay , or acceleration of Work as a resu It of such delay . In the event a CPM schedule is required by the Contract, no extension of the Time for Completion or Contract Completion Date shall be granted unless the Contractor demonstrates a delay in the critical path of the approved CPM schedule or approved bar graph schedule. (b) Excusable Compensable Delays: If and to the extent that the Contractor is unreasonably delayed at any time in the progress of the Work by any act or omission of the Owner, its agents or employees, and due to causes within the Owner's control, and the Contract-Or .intends to request an extension of either the Time for Completion or the Contract Completion Date, as the case may be, and/or additional compensation for damages, if any , caused by the delay , the Contractor shall notify the Owner immediately at the time of the occurrence giving rise to the delay by the fastest means available and shall give written notice no later than fourteen (14) working days after inception of the delay. The Contractor's written notice shall specify the nature of the delay claimed by the Contractor, the cause of the delay and the impact of the delay on the Contractor's Work schedule. The Owner shall then have three (3) working days to respond to the Contractor's notice with a resolution , remedy , or direction to alleviate the delay or rejection of the Contractor's notice of delay. The Owner's failure Page 38 of 45 to respond within the time required shall be deemed to be a rejection of the Contractor's notice. The Contractor shall also give written notice to the Owner of the termination of the delay not more than fourteen (14) days after such termination. If and to the extent that a delay is caused by or due to the Owner taking any actions permitted or required by the Contract, the Contractor shall be entitled to an extension of time and additional compensation only for the portion of the delay that is unreasonable, if any. (c) Non-Excusable Non-Compensable Delays: The Contractor shall not be entitled to an extension of the Time for Completion or Contract Completion Date or to any additional compensation for delays if and to the extent they are ( 1) caused by acts, omissions, fault, or negligence of the Contractor or its Subcontractors, agents or employees, or due to foreseeable causes within their control, including, but not limited to delays resulting from Defective Work, including workmanship and/or materials; from rejected Work which must be corrected before dependent work can proceed; from Defective Work or rejected Work for which corrective action must be determined before like work can proceed; from incomplete, incorrect, or unacceptable Submittals or samples, or from the failure to furnish enough properly skilled workers, proper materials or necessary equipment to diligently perform the Work in a timely manner in accordance with the Project schedule; or (2) due to causes that would entitle the Owner to recover delay costs or damages. (d) No extension of time or additional compensation, if applicable, will be granted for any delay unless the claimed delay directly affects the critical path of the approved CPM schedule or the schedule shown on the approved bar graph schedule, whichever is applicable, and any float has been consumed. No extension of time or additional compensation shall be given for a delay if the Contractor failed to give notice in the manner and within the time prescribed in Subsections 43(a) or (b) above, whichever applies. Furthermore, no extension of time or additional compensation shall be given for any delay unless a written request therefor is made in writing to the Owner within twenty (20) days of the end of the delay . The request shall state the cause of the delay, the number of days of extension requested and any additional compensation requested by the Contractor. Failure to give written notice of either the inception or the termination of the cause of delay or fai lure to presen t a claim for extension of time and/or monetary compensation within the times prescribed shall constitute a waiver of any claim for extension or additional compensation based upon that cause. (e) Requests for extensions of time and/or compensation for delays pursuant to Subsection 43(b) above must be substantiated by itemized data and records clearly showing that the Work delayed was on the critical path of the approved CPM schedule or on the sequence of Work on the approved bar graph schedule, as modified, whichever applies, and that the additional time and/or costs incurred by the Contractor are directly attributable to the delay in the Work claimed. Furthermore, compensation for delay shall be calculated from the contractual Time for Completion or Contract Completion Date, as adjusted by Change Order, and shall not be calculated based on any early completion planned or scheduled by the Contractor, unless a Change Order has been executed pursuant to Section l 9(f) changing the Time for Completion or the Contract Completion Date to reflect such early completion. See Section 19 for procedures for the Contractor to follow if it plans early completion of the Work and wishes to request a Change Order reflecting the early completion date . Agreed Compensation for Owner Delay: If, and to the extent that the Contractor is entitled to an extension in the Time for Completion or the Contract Completion Date and additional compensation purely as a result of .delay under Subsection 43(b), and not as a result ofa change in the Work under Section 38, the agreed compensation due the Contractor for days added to the Time for Completion or the Contract Completion Date for each day of such delay shall be the per diem expenses as determined from an itemized accounting of the direct Site overhead expenses only as specified in Subsections 38(e)(6)(i). These Expenses shall exc lude any and all expenses specified in Subsection 38(f). (f) If the Contractor submits a claim for delay damages pursuant to Subsection 43(b) above, the Contractor shall be liable to the Owner for a percentage of all costs incurred by the Owner in investigating, analyzing, negotiating and litigating the claim, which percentage shall be equal to the Page 39 of 45 percentage of the Contractor's total delay claim which is determined through litigation to be false or to have no basis in law or in fact. (Section 2.2-4335, Code of Virginia) (g) Any change in the Contract Time for Completion or Contract Completion Date shall be accomplished only by issuance of a Change Order. (h) Agreed Compensation for Contractor Delay: If the Contractor fails to complete the Work within the Time for Completion or the Contract Completion Date, the Contractor shall be liable to the Owner in the amounts set forth below, not as a penalty , but as fixed, agreed and liquidated damages for delay until the Work is substantially or finally completed as the case may be. In addition to damages for delay, whether liquidated or actual, the Contractor shall also be liable for any and all actual damages sustained by the Owner as a result of any other breach of the Contract, including, but not limited to , Defective Work and abandonment of the Contract. (i) If liquidated damages are provided, the following provisions apply: (l) If the Work is not substantially complete by the Time for Completion or Contract Completion Date, the Contractor shall owe to the Owner, not as a penalty but as Step One liquidated damages, the sum of$2,000 for Step One liquidated damages for each and every partial or total calendar day of delay in Substantial Completion . (2) Once the Work is substantially complete, the accrual of Step One liquidated damages shall cease and the Contractor shall have sixty (60) calendar days in which to achieve Final Completion of the Work . (3) If Final Completion of the Work is not achieved on or before the sixtieth (60) calendar day after Substantial Completion, and if the Owner has not granted any extension of time, the Contractor shall owe to the Owner, not as a penalty but as Step Two liquidated damages , the sum of$250 as Step Two liquidated damages for each and every partial or total calendar day of delay in Final Completion. G) The Contractor waives any and all defenses as to the validity of any liquidated damage provisions in the General Conditions or other Contract Documents, or of any liquidated damages assessed against the Contractor, on the grounds that such damages are void as penalties or are not reasonably related to actual damages. 44. INSPECTION FOR SUBSTANTIAL COMPLETION & FINAL COMPLETION (a) The Contractor shall notify the Owner, in writing on the Certificate of Partial or Substantial Completion by the Contractor, of the date when the Work or designated portion thereof, will be , in its opinion, substantially complete and ready for inspection and testing to determine if it has reached Substantial Completion. The notice shall be given at least ten (10) days in advance of said date. Inspection and testing shall take place at a time(s) mutually agreeable to the Contractor and the Owner . The inspection shall include a demonstration by the Contractor that all equipment, systems, and operable components of the Project function properly and in accordance with the Contract Documents. The Contrac.tor shall furnish access for the inspe.ction and testing as provided in Section 21 of these General Conditions . The inspection and testing shall determine whether Substantial Completion has been accomplished and shall result in a written list of unfinished Work and Defective Work, commonly referred to as a "punch list," which must be finished and corrected to obtain Final Completion. After successful completion of the testing and the Owner determines that, in its opinion, the Work either in whole or in part, is Substantially Complete , the Owner shall prepare the Certificate of Partial or Substantial Completion , that certifies the Work, or a specified portion thereof, is recommended Page 40 of 45 to be declared Substantially Complete. The Owner shall notify the Contractor, in writing, of the date the Owner accepts the Work , or the specified portion thereof, as Substantially Complete or the Owner shall notify the Contractor of the deficiencies to be corrected or completed before such Work will be accepted as substantially complete . (b) The Contractor shall notify the Owner, in writing on the Certificate of Completion by the Contractor of the date when the Work has reached or will reach Final Completion and will be ready for final inspection and testing . The notice shall be given at least five (5) days in advance of said date. That inspection and any necessary testing shall be conducted in the same manner as the inspection for Substantial Completion. When the Work is fmally and totally complete, including the elimination of all defects, the Work shall be fmally accepted by the Owner and final payment shall be made in accordance with Section 36 of these General Conditions. (c) Representatives of the Building Official may participate in the Substantial Completion Inspection . The Owner may elect to have other persons of its choosing also participate in the inspections. If one or more Substantial or Final Completion re-inspections are required, the Contractor shall reimburse the Owner for all costs of re-inspection or, at the Owner's option, the costs may be deducted from payments due to the Contractor. ( d) Approval of Work at or as a result of any inspection required herein shall not release the Contractor or its surety from responsibility for complying with the Contract. 45. GUARANTEE OF WORK (a) Except as otherwise specified, all Work shall be, and is hereby , guaranteed by the Contractor against defects resulting from the use of materials, equipment or workmanship, which are defective, inferior, or not in accordance with the terms of the Contract, for one ( 1) year from the date of Substantial Completion of the entire Project by the Owner. Equipment and facilities which have seasonal limitations on their operation (e .g., heating or air conditioning units) shall be guaranteed for one (I) full year from the date of seasonally appropriate tests and acceptance , in writing, by the Owner. Where the Owner agrees to take Beneficial Occupancy of a portion or phase of the Work which has been determined to be substantially complete before the entire Work is finally completed, the guarantees for the materials , equipment and workmanship in that portion or phase shall begin on the date that the Owner takes Beneficial Occupancy , unless otherwise specified in the Supplemental General Conditions, Special Conditions , or by separate agreement. (b) If, within any guarantee period, Work which is not in accordance with the Contract, Defective Work, or inferior material, equipment or workmanship is noted by the Owner which requires or renders necessary repairs or changes in connection with the guaranteed Work, the Contractor shall, promptly upon receipt of notice from the Owner, such notice being given not Later than the date the guarantee period expires, and without expense to the Owner: (1) Place in satisfactory condition in every particular all of such guaranteed Work and correct all defects , inferior materials , equipment or workmanship therein ; (2) Make good all damage to the structure or Site or equipment or contents thereof, which, in the opinion of the Owner, is the result of the use of materials , equipment or workmanship which are inferior, defective or not in accordance with the terms of the Contract; and (3) Make good any Work or materials or the equipment and contents of structures and/or Site disturbance that results from fulfilling the provisions of this Section. (c) In any case, when in fulfilling the requirements of the Contract and this guarantee or any other guaranty or warranty, the Contractor disturbs any work performed by a separate contractor, it shall restore such work to a condition satisfactory to the Owner and guarantee such restored work to the same extent as if it was guaranteed under this Contract. Page 41 of 45 (d) lfthe Contractor, after notice , fails to proceed promptly to comply with the terms of the guarantee as set forth in this Section , the Owner may have , after ten (10) days written notice to the Contractor the defects or inferior materials , equipment or workmanship corrected and the Contractor and its surety shall be liable for all expense incurred. (e) All special warranties and guarantees applicable to definite parts of the Work that may be stipulated in or required by the Contract Documents shall be subject to the terms of this Section during the first year of the life of such special warranty or guarantee. (t) The guarantee of this Section shall be in addition to and not in lieu of all other warranties , express or implied, applicable to or arising from this Contract or by law. (g) Nothing contained in this Section shall be construed to establish a period of limitation with respect to any other obligation which the Contractor might have under the Contract Documents, including liability for Defective Work under Section 30 . This Section relates only to the specific obligation of the Contractor as set forth in this Section to correct the Work and does not Lim it the time within which bis obligation to comply with the Contract Documents may be sought to be enforced, nor the time within which proceedings may be commenced to establish the Contractor's liability with respect to its other obligations under the Contract Documents. (h) In the event the Work of the Contractor is to be modified by another contractor, either before or after the Final Inspection provided by Section 44 of the General Conditions , the first Contractor shall remain responsible in all respects under this Section's Guarantee of Work and under any other warranties or guarantees , express or implied, applicable to or arising from this Contract or by law . However, the Contractor shall not be responsible for any defects in material or workmanship introduced by the contractor modifying its Work. The first Contractor and the contractor making the modifications shall each be solely responsible for its respective work. The contractor modifyingtbe earlier Work shall be responsible for any damage to or defect introduced into the Work by its modification. If the first contractor claims that a subsequent contractor has introduced defects of materials and/or workmanship into its Work, it shall be the burden of the contractor making the claim to demonstrate clearly the nature and extent of such introduced defects and the other contractor's responsibility for those defects. Any contractor modifying the work of another shall have the same burden if it asserts that defects in its work were caused by the contractor whose work it is modifying. (i) The Contractor shall indemnify and hold harmless the Owner and the Owner's consultants, representatives , agents and employees from and against any and all claims , causes of action, losses, costs , expenses or damages , including but not limited to attorney's fees , of any kind or nature whatsoever, arising from or relating to any bodily injury, including sickness , disease or death, or any property damage, that results from or arises out of the work performed by the Contractor, or by or in consequence of any neglect in safeguarding the Work, through the use unacceptable materials in the Work, or resulting from any act, omission , negligence or misconduct of the Contractor, any of its Subcontractors , anyone directly or indirectly employed by them or anyone for whose acts they may be liable. The Owner may retain as much of the moneys due the Contractor under the Contract as are reasonably necessary to ensure that a fund will be available to pay a settlement or judgement of such suits , actions or claims. 46. ASSIGNMENTS Neither party to the Contract shall assign the Contract in whole or any part without the written consent of the other, nor shall the Contractor assign any moneys due or to become due to him hereunder, without the prior written consent of the Owner. Consent to assignment shall not be unreasonably withheld . No assignment shall relieve any party from its obligations under the Contract. 47. CONTRACTUAL DlSPUTES Page 42 of 45 Any disputes or claims arising under or relating to the Contract shall be resolved in accordance w ith Section 12 of the "Roanoke County School Board Guidelines for Implementation of the Public Private Education Facilities and Infrastructure Act of 2002, as amended," in effect at the time the Contract is executed, which is incorporated herein by reference . 48. TRAINING, OPERATION AND MAINTENANCE OF EQUIPMENT (a) As a part of the Work, the Contractor in conjunction with its Subcontractors and Suppliers shall provide the Owner's operations and maintenance personnel with adequate instruction and training in the proper operation and maintenance of any equipment, systems, and related controls provided or altered in the Work. The training requirements may be further defined in the specifications. (b) The Contractor shall provide the Owner with a minimum of two (2) copies ofoperating, maintenance and parts manuals for all equipment and systems provided in the Work. Further specific requirements may be indicated in the specifications. 49. PROJECT MEETINGS (a) The intention of this Section is that the Contractor and the Owner have timely exchange of information and cooperate to accomplish the Work as required by the Contract Documents. The Contractor is responsible for managing the Work, obtaining approvals and requesting clarifications on a timely , reasonable basis. The Owner is responsible for making a reasonable effort to provide timely responses to the Contractor. (b) Preconstruction Meet ing: Prior to the start of construction and no later than fifteen (15) calendar days after the Notice to Proceed, a "Preconstruction" meeting shall be held with attendees to include the Owner's Project Manager and Project lnspector, the Architect/Engineer's project manager and representatives of each design discipline involved in the Project, the Contractor's project manager and superintendent (and scheduler, if Contractor desires), and representatives of the Contractor's major Subcontractors. The purpose of the meeting is to clarify and discuss the specifics related to , but not limited to , the following: (l) Persons involved from each entity and their chain of authority including the names of persons authorized to sign Change Orders and any limits to their authority . Name of Contractor 's on-site certified Responsible Land Disturber. (2) Names, addresses, telephone numbers and FAX numbers to be used for Requests for Information (RFI), Requests for Clarification (RFC), Requests for Proposals (RFP), shop drawings, Submittals , and notices. (3) Contractor's proposed construction schedule, including order schedules for building materials and Owner's sequencing requirements , if any . (4) Schedule of Values and Certificate for Payment requirements and procedures. (5) Procedures for shop drawings , product data and Submittals . (6) Procedures for handling Field Orders and Change Orders . (7) Procedures for Contractor's request for time extension, if any. (8) Construction Site requirements, procedures and clarifications to include: Manner of conducting the Work Site specialties such as dust and erosion control, stormwater management, project s igns , clean up and housekeeping, temporary facilities , utilities, security, and traffic Safety Page 43 of 45 Layout of the Work Quality control, testing, inspections and notices required Site visits by the A/E and others Owner's Project [nspector duties Running Punch List As-Built Drawings Staging and storage of building materials (9) Procedures and documentation of differing or unforeseen Site conditions (10) Monthly Pay Meeting ( 11) Assignment of responsibility for generation of meeting minutes of all project meetings. (12) Project Close-Out requirements and procedures (13) Project records (c) Monthly Pay Meeting: Section 36 establishes the requirement for a monthly pay meeting which will usually be held at or near the Site. In addition to Owner and Contractor representatives, the following representatives, at a minimum , should be available to attend portions of the meeting, as applicable or necessary: Owner's Project Inspector Contractor's project superintendent Architect/Engineer representative The following topics should be included, as a minimum, in the monthly pay meeting: ( 1) Observations of status , quality and workmanship of Work in progress (2) Validation of the Schedule of Values and Certificate for payment (3) Conformance with proposed construction schedule (4) Outstanding Requests for Information, Requests for Clarification and Requests for Proposal (5) Submittals with action pending (6) Status of pending Change Orders (7) Status of Running Punch List items (8) Work proposed for coming pay period (9) Discussions of any problems or potential problems which need attention (d) Other Meetings: Requirements for other meetings, such as progress meetings, coordination meetings , pre-installation meetings and/or partnering meetings , may be included in the Contract Documents. 50. FORUM SELECTION AND CHOICE OF LAW (a) This Contract shall be governed by , and construed in accordance with, the laws of the Commonwealth of Virginia, without application of Virginia's conflict of law provisions. Venue for any litigation, suits , and claims arising from or connected with this Contract shall only be proper in the Roanoke County Circuit Court, or in the Roanoke County General District Court if the amount in controversy is within the jurisdictional limit of such court, and all parties to this Contract voluntarily submit themselves to the Page 44 of 45 jurisdiction and venue of such courts , regardless of the actual location of such parties . The provisions of this Contract shall not be construed in favor of or against either party , but shall be construed according to their fair and customary meaning as if both parties jointly prepared this Contract. Page 45 of 45 Exhibit 6 Sum-, AddendumtJ -No. llemNo. 5 7 9 .a 8 10 47 46 1 2 3 9.e 4 9.f 5 6 7 9.a 8 10 11 12 13 14 8.a 19 8.f 20 8.g 21 8.h 23 8.j 24 8.k 25 8.1 26 8.m 27 8.n 28 9.b 30 9.d 31 9.g 32 9 .h 33 9.i 34 9,j 35 9.k 36 9.k 37 9.1 10 11 12 43 44 15 8.b 16 8.c 17 8.d 18 8 .e 22 8.i 29 9 .c 48 NIA Roanoke County Public Schools New CTE Center & Renovations to Glen Cove and W .E. Cundiff Elementary Schools Cost Estimate CTE Design Builders Preconstruction Services -Interim Agreement $287,000 AIE Basic Design Services -Interim Agreement $2,680,898 Civil Additional Design S81Vices -Interim Agreement $415,200 Design Builders Insurances, P&P Bond, and Business Tax $90,149 ONner Printing Allowance $10,000 Design Builders Fee $173,662 Sublalal-DNignBuldS--•-~ $3,111,- Deforestation & Tree Clearing for CTE Site $97,805 General Conditions & General Requirements $10,000 ~I -~ ofWCN1< $107,805 Design Builders Insurances, P&P Bond, and Business Tax $4,557 Design Builders Contingency (2.5%) $2 ,695 Design Builders Fee $5,852 Subllolal-o.r............s-vaa--.-. $121,- Total· DNlgn Bulld Sarvaa · -,,._,_ $3,777,111 Bulldlng Construction $38,378,232 -$9,453,842 Peters Creek Rd Intersection Rewor1<1Signali2.ation $750,000 Peters Creek Rd Overhead Power/Comm Relocation $1 ,250,000 General Conditions & General Requirements $3,164,177 ~1-~of-$52,996,251 A/E Construction Admin S81Vices • Comprehensive Agreement $893,633 Civil Construction Admin Services -Comprehensive Agreement $103,600 ~I -C-of WOfk and Construction Admln ·~Ag-$53,993,684 Design Builders Insurances, P&P Bond , and Business Tax $2,252,539 Design Builders Contingency (2 .5%) $1 ,332,081 Design Builders Fee $2 ,892,165 T--Deaig,1 Build Sarvaa · Co111p1-,..._Ag-,t $80,470,411 Total • Dulgn Bullcl Services $64,244,288 Plat Preparation Services and Easements Building Pennits, Plan Review Fees, and Site Improvement/Erosion Bonds $75,000 Fees Associated with Closing Site Improvement/Erosion Bonds . Review Fees by Regulatory Agencies Electrical Power and other utilities consumed at Elementary schools Builders Risk -rurrenUy in cost of W0l1< numbers Moving , Storage , and Relocation of Existing Furniture . Relocation/recondition of existing CTE equipment to be moved $225,000 Bringing utility services to a point of connection Technology Networ1</Equipment $1 ,200,000 As-built surveys and certifications NutJient CreditsNVater Quality Measures $250 ,000 Western VA Water Authority and sewerconnectlon and availability fees $48,000 Asbestos and/or hazardous material abatement NA Design, systems, and equipment for building IT/AV Fixtures/Furniture/Equipment $1 ,200,000 CTE Equipment & Consulting $5 ,775,000 Temporary Mobile Classrooms NA ~• -~ of P..,,,_ --to be Added to DHlgn Build Services $8 ,773,000 Design Builders Insurances, P&P Bond, and Business Tax $342,274 Design Builders Contingency (2.5%) $219,325 Design Builders Fee $468,923 Total • PropoNd Re.-Design Bulld Semc:ea $74,051 ,810 Addlll .. Allamate Optlona CTE Acceoted Add Alternate -Elementarv Schools Rooftoo Light MonitOfS Accepted Add Alternate -1., , 1:: l,()ffimons Upgrades I $757,260 Conelnlctlon ~ Limit for All Th,_ Projec:1a Historical and Cultural Research of Newiy Purchased Land Third Party Construction Management $1 ,059,595 Commissioning $125,000 Special Inspections and Testing $300,000 Owner Contingency $1 ,352,537 Additional Geotechnical studies $25,000 Additional CTE Funds for PV or Program Expansion $2,328,798 Eatlmated Total Individual Project Budgets $80,000,000 Eatlmllted Total ES Project Budgets Eatlmated Total Project BudgeC 2/8/2024 W.E. Cundiff ES Glen Cow ES $84,748 $84,748 $1 ,058,072 $896,325 $153 ,600 $160,000 $34 ,548 $30 ,406 $66,548 $58,574 $1,397,114 $1 ,230,0U $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 so so $1,317,114 $1,230,0U $17,361 ,902 $14,297,198 $2 ,047,601 $1 ,899,425 NA NA NA NA $1 ,568,498 $1 ,560,103 $20,978,001 $17,756,726 $352 ,691 $298,775 $38,400 $40,000 $21 ,369,092 $18,095,501 $905,597 $765,895 $526,569 $446,037 $1 ,145,799 $970,303 UJ,147,0II uo,m,1• $21,344,670 $21,507,719 . $25,000 $25 ,000 . NA NA $500,000 $500,000 $60,000 $60,000 $313,330 $313,950 $500,000 $500,000 NA NA $240,000 $240,000 $1 ,638,330 $1 ,638,950 $56,745 $56,762 $40,958 $40,974 $87,211 $87 ,244 S27, 167,814 $23,331 ,718 W.E. Cundiff ES Glenco .. ES $236,668 $236,668 11 I $125,781 ,938 . . $280,203 $280,203 $85,000 $85,000 $50,000 $50,000 $534,227 $452,388 $12,500 $12 ,500 $28,366,412 $24,448 ,476 $52,814,888 $132 ,814,888 Summary 2/8/2024 Item No. 1 Glenn Cove budgetary estimate is based on renovations to the existing building and approximately 6 ,000 gross square foot addition to provide additional classrooms . W.E. Cundiff Elementary School has an estimate based on renovations to the interior of the building and approximately 15,900 gross square foot of new additions . 2 Based on our review of the Geotechnical study provided for the CTE site we have allowed for 97,000 cubic yards of rock excavation and have included this quantity in our Sitework estimate. The existing ground cover within the planned for undisturbed areas along rear and sides of the CTE site property are anticipated to satisfy the County Buffer requirements . 3 See our preliminary plan for the configuration of this area. 4 Estimated cost for relocation of existing pole mounted overhead utilities along Peters Creek Road right of way frontage as required for construction of the new entrance road and CTE building . Our Estimate is based on an underground relocation. If the lines can be relocated entirely or partially overhead , there are substantial savings . 11 The DB Contingency represents the amount established at GMP to be carried forward through construction to be used per the final project terms and conditions . 14 This work is included in our Item 8 Additional Civil Design Services . 15 Work already completed by Owner. 16 We have included an allowance for 3rd party Construction Management. 17 Allowance is based on historic cost data. We include coordination with the Owner's independent commissioning agent and have anticipated a standard/basic commissioning program . 18 Allowance is based on historic cost data. 20 No additional site improvement bond closing related fees are anticipated beyond those included in our Item 7 for associated bonds . 21 All anticipated review fees have been included in Item 19. 22 We have provided for an Owner Contingency of 2 .5% of the Construction Amount. We would like the opportunity to discuss the Contingency amount in greater detail and review the individual project specific variables that are subject to change and how they have been addressed in our overall proposal such as rock excavation and allowances . 23 We have included temporary power service fees for our construction office trailers at the Elementary Schools in our cost of the work . We anticipate that temporary power for construction activities can be obtained from the existing building services in place and paid directly by the Owner. All temporary power for trailers and that needed for construction of the CTE facility has been included in our cost of the work . 24 Our Item 10 provides Builder's All Risk property insurance for the total value of the improvements to the ES's and the total cost of the CTE. We have assumed property insurance for the value of the existing buildings and their contents is to be borne directly by the Owner. 25 We have included relocation of existing furniture to the temporary classrooms prior to renovations at the ES's in our cost of the work. Based on our discussions, we anticipate the final disposal of existing furniture will be handled by the Owner through their normal surplus program. 26 This allowance is based on our detailed survey of the existing Burton CTE equipment (attached for reference in Section B .I1.11 .). Through the DB process we will review this in detail with the Owner's team to determine feasibility and validate best value for reuse vs new purchase. 27 Based on current available information , we include required new utility extensions , relocations, and tie ins as indicated on our preliminary design documents . We have included relocation of the existing WVWA domestic water line crossing the property to restore its continuity and plan to use the line to provide water, sprinkler, and fire hydrant service for the new CTE building. We have assumed this existing line can be interrupted as required for our construction work . We have reviewed the detailed utility information in Balzer & Associates feasibility study and have obtained additional confirmation of availability from WVWA to determine scope and cost (see Section B.IV. for their response). Current test data indicates available adequate pressure and flow for the fire sprinkler systems and we therefore do not include fire pump . For the CTE, we have assumed primary electrical power will be extended to an AEP transformer located within 25' of our building by AEP at their expense. We include the cost of secondary power feeds from the transformer to the CTE. 28 Allowance is based on historic cost data . 29 Allowance anticipates the need for additional borings and analysis after building and pavement area footprints are finalized . 30 This work is included in our Item 8 Additional Civil Design Services . 31 Allowance is based on engineering calculation specific to our preliminary design and current market costs . 32 This allowance is based on our preliminary design for the new CTE service and the current WVWA schedule of fees . We anticipate the existing water service meter sizes at the ES's will not require modification and no fees will apply. 33 Allowance included based on preliminary information issued in Addendum #1 . 34 We anticipate this work is included in the Item 28 Allowance. We have included coordination and design services to determine the scope of these systems. 35 Our allowances reflect reusing approximately 20% of FFE for all three schools . 36 Allowance is based on recommendations from GTE consultant. Our allowance reflects reusing approximately 20% of the existing GTE equipment. 37 Allowance reflects the cost associated for the rental for trailers, ADA access and utilities . 43 Our Base Estimates for W.E. Cundiff and Glen Cove do not currently include the addition of new rooftop light monitors . The included preliminary plans illustrate their proposed locations and configurations and these Add Alternates are accepted and included in the overall budget. 44 Our Base Estimate for the GTE does not currently include the Commons Area interior storefront divider, Sky fold movable wall, and rooftop light monitors . The included preliminary plans illustrate their proposed locations and configuration and this Additive Alternate Option is selected and included in the overall project budget. 46 We have provided the cost for the Deforestation of the GTE Site . Scope to include : Cut all trees , to be left in place. Use Fecon to grind all tree materials less then 8". Install construction entrance . Include all labor, tax , insurance, bonds, and materials to perform the work. All to be completed by April 1 2024 if released by 2/19/2024. Excluding any seeding or sod, any irrigation , any hardscapes or site furnishings , any site grading , any topsoil, any silt fence , any grubbing of stumps or deposal of materials . 47 Owners Printing Allowance. This is carried for the owner to request printed copied of any and all documents produced under the Interim agreement. Any funds remaining will be retained by the owner and transferred to the Owner's Contingency. Exhibit 6 Roanoke County CT~CES/GCES • PRELIMINARY SCHEDULE ! - -r -........ ~,_.,,,a..~a.-.tw~ ,--,crw•~ -~-,. .. °"""~,,_ --°"""~------a>~YI A211t OW. .......... dCD~ .UUI a..----.0woopc ••--<M•1101t Owoopc .-........ ---Ah«I °"'11'1~"- "2IIO 0.W-~- 14110 c,..n...,.n ..... ...-,. .u.-, illlritatD~YI ,u-, o.i.---.....11mr- A22110 o..,---~,_,.....,, . ...,.9011 ------A22IO °"'91o...,awtl'Mlt ---0..,,0...,-.-1"..-., A22IO --Q0~\111 ~ 0--..........,..,ll)EIMall A2J,O a..--~oa. .... ....,.(l,_Kait -.,. .. _ "75,IUN __ i-..,_ --At11'1 a.--C.C.-i-., ~C..C-.~Vlllallfl -er...-o--... ,_ --A11GI _.,_,......_.,_ ----,.,.,. .. ~~~ A2'1'10 ------A17'0 .. ,.___,_ ""'° .. ,._~---....., ----·~ ..... --1'2000 .. ~ ....... ·--~ --.u,.o cw-c.-.°""" All. 0..-~~V-IOfl .UMO -~~-,_ --.U1IO _...._,,__ .. ,_ ---.UHO -~C:-.-0....... ----A»II __ .._. ~ __ .....,..._.,__ ................. _ -.u-.~.,_ -.uoo ha,QI.,_.. -'"" .uuo ,.,__ ... ,.._ l -Adualv.blk c=:::J RemamingV\I>~ -Critical Remainr,g V\I>~ ♦ ♦ Miestone .,........Sonvna,y .. 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I . .... ! .......... ! .. ! ........................ , ..... -..... ; .............. -.--.. , ........... , ..................... ; .. . ! .. :, ................................................. . .. .. t .. i ·1···········j········ ... · ....... _ .......... . ..... 1-j -- .......... ···········-·· ············-···..!· ......... · .................... i ........................ . Prelimlna,y Schedule -RC-PPEA-1 -8 Februa,y 2024 Page1of2 Proj ect Comp let ion Date -3 I-Jul -26 I Exhibit6 Roanoke County CTE/Wi:CES/GCES • PRELIMINARY SCHEDULE -""" ~a...-.1£-•111110MP....-. --~~------~-111!\rlfalf' -- -•'--IIAM•---·------- -.,no MUD ........ """"" ........ - J """"'" .. w ... ._._..,...,_ ,,,._,...•""--n ,,,..111 ·""-,.,._~ . .._ .. ,,..21 .~ ,,__M . ........,11 ........ ..._ --------........... ~ -----~•-a..-,, -Adualll\br1< c=J Remaining 11\brl< -Critical Remaining ll\br1< .. .. " .. "' - ... ., ...... - Ot-..n41 1Mlrst-» II o___j ~ 50 On.»a ~ "' .. 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I Prellmina,y Schedule · RC-PPEA-1 • 8 FebruI,y 2024 Paga 2 of 2 Project Completion Date -3 I -Jul-26 EXHIBIT 7 Roanoke Count)l Public Schools -Interim A2reement Schedule of Values (Fixed Fees) Design Fee : Schematic Des ign : CTE : $ 357 ,453 Cundiff: $ 141,076 GCES : $ 119,510 Total Schematic Design : $ 618,039 (Fixed Fee) Design Development : CTE : $ 893 ,63 3 Cundiff: $ 3 52 ,691 GCES : $ 298,775 Total Design Development s 1,545,099 {Fixed Fee) Early Site Packages {100% CD): CTE : $ 311,400 Cundiff: $ 153,600 GCES : $ 160,000 Total Early Site Package Design : s 625 ,000 (Fixed Fee) Construction Documents (100% CD): CTE : $ 1,533,612 Cundiff: $ 564,305 GCES : $ 478,040 Total Construction Documents s 2,575 ,957 {F ixed Fee) Subtotal Design Fees : s 5,364,095 {Fixed Fee) Design Build Pre-Construction Services and Fee : Schematic Design : $ 104,885 Design Development : $ 262 ,214 Early Site Packages {100% CD): $ 105,273 Construction Documents {100% CD): $ 438,009 Subtotal DB Pre -Construction Services and Fee : s 910,381 (Fixed Fee) Deforestation Services and Associated Costs Deforestation Costs $ 107,805 Design Builders Insurances, P&P Bond , and Business Tax $ 4,557 Design Builders Contingency (2 .5%) $ 2,695 Design Builders Fee $ 5,852 Subtotal DB Deforestation Services and Fee: s 120,909 Owner Printing Allowance : 510 000 {Reimbursab l e} Total: ~ 6,405,385 2/8/2024