CONTRACT THIS AGREEMENT
made and entered into this the _____day of ______________, 2018 by and between BUCHANAN COUNTY, a political subdivision of the Commonwealth of Virginia
, party of the first part, and ___________________________ party of the second part, hereinafter referred to as "Contractor".
THAT for and in consideration of the mutual covenants and agreements herein contained, the parties hereto do hereby agree as follows:
The Contractor agrees to provide a "turn-key" job, which will include any and all materials and labor necessary and any miscellaneous materials needed regarding the purchase and installation of a replacement 5-ton Split System Heat Pump for the Buchanan County Sheriff's Office Building located at 1327 Lovers Gap Road, Vansant, Virginia pursuant scope of services contained within the Invitation to Bid and make a part of this contract by reference thereto, as Exhibit "A"
in Buchanan County, a copy of which is attached hereto and made a part hereof by reference.
The Contractor agrees to perform and complete or cause to be performed or completed all such construction in accordance with the techniques and methods of construction provided for by applicable law, the standards of the construction industry, and the specifications referenced above. The Contractor further agrees that all equipment and materials used in the installation shall meet all those requirements and specifications in compliance with the laws of the United States and the Commonwealth of Virginia.
The Contractor shall, at his own cost and expense, obtain and pay for all licenses, permits, certificates and surveys required for the completion of the work under this Agreement.
The Contractor shall, at his own cost and expense, procure and maintain insurance required under the Virginia Workers' Compensation Act as well as liability insurance covering damages to person and property in the minimum amount of $1,000,000.00 and
shall furnish a Certificate of Insurance to the Board.
The Contractor agrees to perform all the work required of him under this Agreement in a good and workmanlike manner under the supervision and direction of Buchanan County or its designated agents or employees. The Contractor will not subcontract any of the work described herein without the prior approval of the Buchanan County Board of Supervisors. The Contractor will guarantee any work which would be performed by the sub-contractors. The Contractor further agrees to notify the County Administrator at least 24 hours before commencing work hereunder.
The Contractor in the performance of this contract does not and shall not knowingly employ an unauthorized alien as defined in the federal Immigration Reform and Control Act of 1986.
The Board shall pay the Contractor for the performance of the work and the furnishing of the material under this Agreement the sum of $____________
upon the satisfactory completion of the aforesaid project. No partial performance payments will be made.
A. Anything in this Agreement to the contrary notwithstanding, the final payment above set forth shall not become due and payable to the Contractor until thirty (30) days after the satisfactory completion of such project and until after the said Contractor has delivered to the Board satisfactory evidence that all claims, liens, and claims for liens and assignments of any sums due hereunder of Contractor's laborers, workmen and material men or any other persons, firms, associations, or corporations who may have performed any labor or furnished any materials under, or in connection with the performance of this Agreement have been paid in full.
B. The County shall notify the Contractor in writing of any defect or impropriety,
which could prevent payment by the payment date within twenty (20) days of the completion of the project and the receipt of the materials described in Paragraph 7 A herein.
C. In the event of a dispute between the Contractor and a subcontractor and regardless of any other language herein, the Contractor may still be paid in full if he provides the County with written notice of the reason for nonpayment. Upon being paid in full the Contractor shall take one of the two following actions within seven (7) days after having received payment from the County:
1. Pay the subcontractor for the proportionate share of the total payment received from the agency attributable to the work performed by the subcontractor under the contract; or
2. Notify the County and subcontractor, in writing, of his intention to withhold all or a part of the subcontractor's payment with the reason for nonpayment.
D. An individual contractor shall provide his social security number to the County and proprietorships, partnerships, and corporations shall provide their federal employer identification numbers to the County.
E. The contractor shall be obligated to pay interest to any subcontractor on all amounts owed by the contractor that remain unpaid after seven (7) days following receipt by the contractor of payment from the County for work performed by the subcontractor under this contract, except for amounts withheld as allowed in subdivision C2 of this section.
F. Interest shall accrue at the legal rate.
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 with respect to each lower-tier subcontractor.
H. The contractor's obligation to pay an interest charge to a subcontractor pursuant to the payment clause in this section may not be construed to be an obligation of the County. A contract modification may not be made for the purpose of providing reimbursement for such interest charge. A cost reimbursement claim may not include any amount for reimbursement for such interest charge.
The Contractor shall indemnify and save harmless Buchanan County and its Board of Supervisors against all losses, or damages on account of injury to persons or property occurring in the performance of this Agreement together with any and all attorneys' fees incurred by Buchanan County on account of any thereof.
In the event that the Contractor fails to complete the work required of him under this Agreement or abandons the said work or in any other way is in default of performance hereunder, the Board and its agents shall have the right to enter upon the premises upon, which the work is being done and take possession thereof and of any material thereon, whether supplied by the Contractor or otherwise, and use such material and complete the said Agreement through workmen or contractors or subcontractors employed by the Contractor and in every way perform the Agreement as is required to be done by the Contractor. In the event that the cost of such work and the furnishing of such material as may be required to be furnished exceeds the amount then remaining due the Contractor under the said Agreement, the Contractor shall pay to the Board the amount of such deficiency. But if such amount remaining in the hands of the Board under this Agreement at the time of the default of the Contractor exceeds the amount required to complete the said Agreement, then upon such completion the Buchanan County Board of supervisors shall pay such surplus to the Contractor.
In the performance of the work under this Agreement, the Contractor shall conform to all applicable laws, ordinances, rules and regulations now in force or hereafter adopted and shall obtain all permits, licenses and consents required by such laws, ordinances, rules and regulations.
During the performance of this Agreement, the Contractor agrees as follows:
A. 1. The Contractor will not discriminate against any employee or applicant
for employment because of race, religion, color, sex or national origin, except where religion, sex or national origin 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.
2. 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.
3. Notices, advertisements and solicitations placed in accordance with federal law, rules or regulations shall be deemed sufficient for the purpose of meeting the requirements of this section.
B. The Contractor will include the provisions of the foregoing paragraphs a, b, and c in every subcontract or purchase order of over $10,000.00, so that the provisions will be binding upon each subcontractor or vendor.
C. During the performance of this contract, the Contractor will:
1. Provide a drug-free workplace for the Contractor's employees;
2. 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;
3. State in all solicitations or advertisements for employees placed by or on behalf of the Contractor that the Contractor maintains a drug-free workplace; and4. Include the provisions of the foregoing clauses in every subcontract or purchase order of over $10,000.00 so that the provisions will be binding upon each subcontractor or vendor.
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.
D. In the event of the Contractor's noncompliance with this section of this Contract, (Section XI), this agreement may be cancelled, terminated or suspended, in whole or part, and the Contractor may be declared ineligible for further Agreements and such other sanctions may be imposed and remedies invoked as otherwise provided by law.
The Contractor shall, at all times, keep all roads, in the construction area, open and passable to normal traffic, considering short delays, which may be necessary in the performance of the work covered by the Agreement.
No extra work, not required by the plans and specifications hereinbefore mentioned, shall be performed or other material furnished unless on written order of the Board certifying that the performance of such extra work has been approved and authorized by it and modification of said contract is compliant with Va. Code section 2.2-4309.
No extra compensation not specified in this Agreement shall be demanded or received by the Contractor for any changes or alterations in the work performed under this Agreement, or for any extra work unless the foregoing provisions of this Agreement have been complied with strictly and modification of said contract is compliant with Va. Code section 2.2-4309.
The Contractor shall commence work under the terms of this Agreement on or before ____________________ following the date of execution of this Agreement and shall complete all such work on or before thirty (30) calendar days (weather permitting) after the execution of this Agreement. However, in the event the contractor is unable to complete said project within thirty (30) calendar days, contractor is hereby required to request in writing an extension for an additional period not to exceed twenty (20) days, from the Board. It shall be in the sole discretion of the Board to either grant or not to grant an extension of the time to complete the construction of the project. No extension shall be granted for contractor's failing to properly plan or anticipate the actual time required to complete the project nor for contractor's overextension of labor and materials or failure of subcontractor or supplier to timely perform. A penalty for failing to meet project deadlines or extensions thereof shall accrue as follows: 5% of contract amount upon the first day of default and an additional 1% of the contract balance for each weekday (holidays excluded) thereafter until the project is completed and approved by the Board.
No modification of any of the terms of this contract, nor any extension of the length of time allowed for the completion of the work governed by this contract, shall be valid without the advance written approval of the Buchanan County Board of Supervisors and in compliance with Va. Code section 2.2-4309.
The Contractor shall not assign his rights or obligations under this Agreement, nor have any of the work required by this Agreement performed by sub-contractors without the prior approval of the Board of Supervisors.
Claims by the Contractors shall be made in accordance with Section 11-69 of the 1950 Code of Virginia, as amended, and shall include a sworn written statement of facts substantiating such claims, together with copies of all documents and photographs which tend to substantiate such claims. The Contractor shall be allowed to appear before the Board of Supervisors within thirty (30) days after having filed such claim to present its argument in support of such claim. The Board of Supervisors shall rule on such claim in writing within sixty (60) days of the time set for such hearing.
The parties agree that in the event the Contractor defaults in its performance of this Agreement or in the event that any money is paid by the Contractor's surety for the completion of this Contract, that the Contractor shall be disqualified from bidding on any future county construction projects for a period of two (2) years.
The County may cancel this Agreement at any time based upon a decision by the Buchanan County Board of Supervisors that such cancellation is in the best interest of the County. Any such decision shall be a discretionary decision of the Board. In the event of a cancellation pursuant to this paragraph, then the County shall not be liable to the Contractor for his bidding cost or for any amount other than the fair market value of the work completed, namely the equipment and materials provided and installed by the Contractor pursuant to this Contract as of the time of the cancellation.
This Agreement shall be construed in accordance with the laws of the Commonwealth of Virginia. The parties agree that the Circuit Court for Buchanan County shall be the proper venue for any litigation hereunder whether or not such alleged breach involves Federal law or jurisdiction.
If any provisions of this Agreement shall be deemed by a court of competent jurisdiction to be invalid, the remainder of this Agreement shall nevertheless remain in full force and effect.
The Contractor if organized as a stock or nonstock corporation, limited liability company, business trust, or limited partnership or registered as registered limited partnership shall be authorized to transact business in the Commonwealth as a domestic or foreign business entity.
The Contractor warrants to County and to the County's successors, assigns that:
1) The Contractor has a good title to the heat pump units and any other materials installed conveyed and has the right to transfer them; and
2) The heat pump units and any other materials installed sold hereunder are fit and merchantable for the ordinary purposes for which such goods are used; and
3) The heat pump units and any other materials installed is free of any defect in material and/or workmanship; and
4) That the heat pump units and any other materials installed sold hereunder shall be delivered free from any security Interest or other lien or encumbrance; and
5) The goods sold hereunder conform to the description and specifications set forth in the specification incorporated into the Invitation to Bid herein, which resulted in the award of this contract.
6) The Contractor warrants for a one-year period all labor, heat pump units, parts and materials delivered and installed by the Contractor or subcontractor pursuant to this contract.
Contractor warrants and guarantees that title to the heat pump units and any other materials installed, will pass to County no later than the time of payment free and clear of all liens.
In the event that the Contractor fails to complete the performance required of it under this Agreement or in other way is in default of performance hereunder, County shall have the right to the remedies set forth at Virginia Code section 8.2-711, 8.2-712, 8.2-713, 8.2-714, 8.2-715, 8.2-716 and 8.2-717, along with any other remedies provided by either statutory or common law that may be applicable and/or any other contractual provision set forth herein.
EXECUTED IN DUPLICATE ORIGINALS.
the following signatures and seals:
BUCHANAN COUNTY BOARD OF SUPERVISORS
J. Carroll Branham, Chairman
Robert Craig Horn, County Administrator
COMMONWEALTH OF VIRGINIA,
AT LARGE, to-wit:
Subscribed, and acknowledged before me, by J. Carroll Branham, Chairman of the Buchanan County Board of Supervisors
and Robert Craig Horn, County Administrator, this ____
_ day of___________________, 2018 in Buchanan County, Virginia.
My commission expires: ___________________________.
My registration number: __________________________.
COMMONWEALTH OF VIRGINIA
AT LARGE, to-wit:
Subscribed and acknowledged before me, by _____________________________ with_________________________, this the __________ day of ________________, 2018 in Buchanan County, Virginia.
My commission expires: ___________________________.
My registration number: __________________________.
The form of the foregoing Agreement by and between the Buchanan County Board of Supervisors and ___________________________is here by approved.
Witness the following signature and seal:
ATTORNEY FOR THE COUNTY OF BUCHANAN