hotel roanoke conference center commission … · 2020. 9. 29. · the hotel roanoke conference...

HOTEL ROANOKE CONFERENCE CENTER COMMISSION ROANOKE, VIRGINIA

PROJECT MANUAL

FOR

SUPPLY AND INSTALLATION OF VIDEOCONFERENCING EQUIPMENT AND SYSTEMS

IN THE CONFERENCE CENTER OF ROANOKE

SEPTEMBER 23, 2020

DETAILS OF REQUEST FOR PROPOSALS

September 2020

Sealed proposals are hereby solicited for:

SUPPLY AND INSTALLATION OF VIDEOCONFERENCING EQUIPMENT AND SYSTEMS FOR THE CONFERENCE CENTER OF ROANOKE

ROANOKE, VIRGINIA

Scope of Services

The Hotel Roanoke Conference Center Commission (“the Commission”) requests Proposals

pursuant to VA. CODE ANN. § 2.2-4301 from firms and persons to supply and install new

videoconferencing equipment and systems in the Conference Center of Roanoke and, depending

upon available funding, Hotel Roanoke. The type of equipment and systems needed for this

procurement Project are described in the Specifications.

Proposal Requirements

Each Proposal shall contain the information required by the Instructions to Offerors.

Selection Process

The selection process will be competitive negotiation within the meaning of the VA. CODE

ANN. § 2.2-4301. The Contract shall be awarded to the Offeror whose Proposal is deemed most

qualified by the Commission.

Contractual Terms and Conditions

To the extent permitted by Virginia law, the Commission reserves the absolute discretion and

right to reject any or all Proposals received.

The attached Contract Documents are incorporated by reference into this Details of Request

for Proposals.

September 23, 2020 Hotel Roanoke Conference Center Commission

Project: Supply and Installation of Videoconferencing Equipment 1 of 2 9/23/2020

HOTEL ROANOKE CONFERENCE CENTER COMMISSION

FORM CERTIFICATE OF SUBSTANTIAL COMPLETION The Date of Substantial Completion of the Project is the date certified by the Assistant General Manager when all newly installed Videoconferencing Equipment in the _________ components of the Project are sufficiently complete, in accordance with the Contract Documents, so the Commission (Owner) and its patrons can use the Conference Center for its intended uses and purposes. ASSISTANT GENERAL MANAGER:________________________________________ DATE OF ISSUANCE:_________________ PROJECT: Supply and Installation of Videoconferencing Equipment CONTRACTOR: ___________________________________________________ PROJECT SHALL INCLUDE: Supply and installation of Videoconferencing Equipment in the Conference Center, as more particularly described in the Contract Documents. The Work performed under this Contract has been reviewed and found to be Substantially Complete. The Date of Substantial Completion of the Project is hereby established as _______________, 2020. A list prepared by the Assistant General Manager of items to be completed or corrected by the Contractor (“punchlist”), has been attached or delivered separately to Contractor. The absence of any items on such list does not alter the responsibility of the Contractor to complete all Work in accordance with the Contract Documents. The date of commencement of warranties for the Project, including items on the attached list, will be the date of final payment. _________________________ _____________________________ __________, 2020 ASSISTANT GENERAL BY DATE MANAGER The Contractor will complete or correct the work on the punchlist within ten (10) consecutive, calendar days from the above Date of Substantial Completion. _________________________ _____________________________ __________, 2020 CONTRACTOR BY DATE

Project: Supply and Installation of Videoconferencing Equipment 2 of 2 9/23/2020

The Hotel Roanoke Conference Center Commission accepts the Project as Substantially Complete and will assume full possession thereof at ______ A.M./P.M. on _________________, 2020. HOTEL ROANOKE CONFERENCE CENTER COMMISSION ___________________________________ ___________ OWNER BY DATE

Project: Supply and Installation of 1 of 9 Contract Videoconferencing Equipment 9/23/2020

HOTEL ROANOKE CONFERENCE CENTER COMMISSION

CONTRACT FOR SUPPLY AND INSTALLING VIDEOCONFERENCING EQUIPMENT AND SYSTEMS

Roanoke, Virginia

THIS CONTRACT, made and entered into this _____ day of ______________, 2020,

by and between _____________________________, party of the first part and hereinafter

referred to as the “CONTRACTOR” or “____________,” and the HOTEL ROANOKE

CONFERENCE CENTER COMMISSION, a political subdivision of the Commonwealth of

Virginia and body corporate formed pursuant to Chapter 440 of the Acts of the 1991 Virginia

General Assembly, party of the second part and hereinafter referred to as the “OWNER” or the

“COMMISSION”;

W I T N E S S E T H:

THAT, WHEREAS, the Contractor has been awarded a contract by the Owner for

supplying, delivering, and installing (in new, operable and ready for use condition)

videoconferencing and simulcast equipment and systems in specified areas of the Conference

Center of Roanoke (“Conference Center”) and certain meeting rooms in the adjacent Hotel

Roanoke (“Hotel”), hereinafter referred to as “the Project.”

NOW, THEREFORE, THIS AGREEMENT WITNESSETH:

ARTICLE 1. That for and in consideration of the sums of money hereinafter specified

to be paid by the Owner, the Contractor hereby covenants and agrees with Owner fully to

supply, deliver, and install certain Videoconferencing Equipment (as defined in the General

Conditions) in specified meeting rooms and areas of the Conference Center and Hotel under the


terms and conditions set forth in this Contract, the General Conditions, Instructions to Offerors,

Specifications and Details of Request for Proposals. Contractor shall have all

Videoconferencing Equipment fully installed and ready for use by the Conference Center and

Hotel on or before December 15, 2020. The Contract Documents are incorporated by reference

into this Contract.

ARTICLE 2. CONTRACT SUM: Owner covenants and agrees to pay Contractor,

upon the Assistant General Manager’s written certification that all required Videoconferencing

Equipment is fully installed and functional, the Contract Sum of

_____________________________ and No/100 Dollars ($____________).

ARTICLE 3. ATTORNEY’S FEES AND COSTS: Contractor shall pay all costs,

litigation-related expenses, reasonable attorney’s fees and consultants’ fees incurred by the

Commission in the event the Commission, as plaintiff, defendant or otherwise, prevails in

whole or in part against Contractor or any Subcontractor retained by Contractor in any judicial

action, administrative proceeding, suit or arbitration arising under this Contract or concerning

any services or products supplied by Contractor or a Subcontractor. This provision for

attorney’s fees, expenses and costs shall be in addition to any other remedies available to the

Commission under the Contract Documents, including those available under Section 2 of the

General Conditions.

ARTICLE 4. PAYMENT: Payments to Contractor shall be made by Owner within

thirty (30) days after the Project is completed, provided Owner’s Assistant General Manager

has accepted the Project in writing.

ARTICLE 4.1. LIQUIDATED DAMAGES FOR DELAYED SUBSTANTIAL


COMPLETION: Owner and Contractor acknowledge and agree that Owner will suffer

significant financial loss and other damage if any delays occur in the Substantial Completion

and/or final completion of the Project. Accordingly, Owner and Contractor agree to the

liquidated damage provisions in this Article 4.1 as well as those contained in Article 4.2 These

liquidated damages provisions are not Owner’s exclusive remedy against Contractor.

The parties acknowledge and agree that the liquidated damages provided in Articles 4.1

and 4.2 of this Contract are reasonable in amounts under all relevant circumstances, including

the nature, dimension, scope, cost and scale of the Project as a whole. The parties agree and

acknowledge that the liquidated damages specified in Articles 4.1 and 4.2 of this Contract are

not intended, designed or drafted to penalize Contractor.

Should Contractor fail to Substantially Complete the Project by December 15, 2020,

Contractor shall pay Owner as liquidated damages One Thousand Dollars ($1,000.00) for each

calendar day thereafter until the Project is Substantially Complete.

ARTICLE 4.2. LIQUIDATED DAMAGES FOR DELAYED FINAL COMPLETION:

Owner will suffer significant financial loss and other damage if Contractor fails to fully

perform and complete all items contained in the Assistant General Manager’s punchlist(s)

within ten (10) consecutive, calendar days of the date of the punchlist(s) is issued. Accordingly,

liquidated damages of Five Hundred Dollars ($500.00) will be imposed upon Contractor for

each calendar day that any item(s) on any punchlist issued by the Assistant General Manager

remains incomplete or unfinished beyond ten (10) days from the date the punchlist(s) is issued.

ARTICLE 5. INSURANCE:

(A) Contractor shall provide and maintain workers’ compensation insurance with


limits of not less than the statutorily required amounts and all other insurance required by

law on all of its employees provided services on the Project. Contractor shall verify that all

subcontractors on the Project similarly provide workers’ compensation insurance for their

employees.

(B) Contractor shall maintain commercial general liability insurance of $1,000,000

per occurrence and umbrella liability coverage of $2,000,000 per occurrence and $2,000,000

general aggregate. Both the commercial general liability and umbrella policies shall name

the following as additional insureds: the Hotel Roanoke Conference Center Commission,

The Hotel Roanoke, LLC, BMC-The Benchmark Management Company and all their

respective agents and employees.

(C) A certificate or certificates evidencing the insurance of each such policy

required in this Article 10 shall be delivered to Commission and to the additional insureds

named above prior to commencement of the Project. Each such certificate shall provide that

no such policy of insurance may be canceled or otherwise terminated, except upon thirty (30)

days prior written notice to the Commission and to the other additional insureds named

above.

ARTICLE 6. SUCCESSORS AND ASSIGNS: The provisions hereof shall be

binding upon and inure to the benefit of the parties and to their respective successors and

assigns. This Contract cannot be assigned by either party without the prior written consent of

both parties.

ARTICLE 7. FORCE MAJEURE: If, because of weather, acts of God, orders of

any federal, local, regional or state entity of government, strikes or other labor disputes,


vendor delays, or other unavoidable cause, either party is unable to perform its obligations

hereunder, such non-performance shall not be considered a breach of this Contract.

ARTICLE 8. NON-DISCRIMINATION AND DRUG-FREE WORKPLACE: 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 and

lawful 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 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.

(D) The Contractor will include the provisions of the foregoing paragraphs

A, B and C in every subcontract or purchase order over $10,000, so that

the provisions will be binding upon each subcontractor, vendor or


supplier.

2. 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

provisions will be binding upon each subcontractor, vendor or supplier.

3. For the purposes of this section, “drug-free workplace” means a site for the

performance of work where employees are prohibited from engaging in the unlawful

manufacture, sale, distribution, dispensation, possession or use of any controlled substance or

marijuana.

ARTICLE 9. SEVERABILITY: If any provision of this Contract should be held

invalid or unenforceable by any court of competent jurisdiction, the offending provision shall be

deemed severed and all other provisions shall remain valid and enforceable.

ARTICLE 10. ENTIRE AGREEMENT: This Contract and the other Contract

Documents, contain the entire agreement between the parties. Any amendments or

modifications of these terms must be in writing and signed by both parties.

ARTICLE 11. THIRD PARTY BENEFICIARY: As Owner of the Hotel, the Hotel


Roanoke, L.L.C., is an intended, third party beneficiary of this Contract and in that capacity

shall have all the enforcement rights and remedies as the Owner against Contractor.

ARTICLE 12. ADDRESSES: Each party shall notify the other promptly of any change

in its address. The following are current addresses which the parties may rely upon until

notified otherwise in sending any notices, demands or other writings under the Contract

Documents.

Owner

Hotel Roanoke Conference Center Commission 110 Shenandoah Avenue, N.W. Roanoke, Virginia 24016 Attention: __________________, Chairman Contractor ________________________ ________________________ ________________________ ARTICLE 13. WAIVER: The failure of the Commission to insist upon strict

performance of any of the terms or provisions of this Contract or to exercise any option, right or

remedy contained in this Contract shall not be construed as a waiver or relinquishment for the

future of such term, provision, option, right or remedy.

ARTICLE 14. APPLICABLE LAW AND FORUM SELECTION:

This Contract shall be construed under and governed by the laws of the Commonwealth

of Virginia. Any suit or other action at law or equity between the parties arising under this

Contract shall be brought only in the Circuit Court of the City of Roanoke, Virginia.

ARTICLE 15. COUNTERPARTS: This Contract may be executed in several


counterparts, each of which shall be an original, and all of which together constitute one and the

same instrument.

ARTICLE 16. COMPLIANCE WITH STATE LAW REGARDING FOREIGN AND

DOMESTIC ENTITIES AUTHORIZED TO TRANSACT BUSINESS IN THE

COMMONWEALTH OF VIRGINIA: Contractor shall comply with the provisions of Virginia

Code Section 2.2-4311.2, as amended, which provides that a contractor organized as a stock or

nonstock corporation, limited liability company, business trust, or limited partnership or

registered as a registered limited liability partnership shall be authorized to transact business in

the Commonwealth as a domestic or foreign business entity if so required by Title 13.1 or Title

50 of the Code of Virginia or as otherwise required by law.

IN WITNESS WHEREOF the Contractor has hereunto set its hand and affixed its seal

and the Owner has caused this Contract to be signed by its duly appointed or elected officers

and attested by its secretary on the day and year first above written:

_________________________________ By:_________________________(SEAL) President

HOTEL ROANOKE CONFERENCE CENTER COMMISSION By______________________________ Chairman of the Commission


ATTEST: _______________________________ Secretary of the Commission Approved as to form: _______________________________ Counsel for the Commission

EXHIBIT A: STATE CORPORATION COMMISSION FORM (To be submitted with the Proposal)

Virginia State Corporation Commission (“SCC”) registration information: The undersigned Offeror: � is a corporation or other business entity with the following SCC identification number:_____________ -OR- � is not a corporation, limited liability company, limited partnership, registered limited liability partnership, or business trust -OR- � is an out-of-state business entity that does not regularly and continuously maintain as part of its ordinary and customary business any employees, agents, offices, facilities, or inventories in Virginia (not counting any employees or agents in Virginia who merely solicit orders that require acceptance outside Virginia before they become contracts, and not counting any incidental presence of the Offeror in Virginia that is needed in order to assemble, maintain, and repair goods in accordance with the contracts by which such goods were sold and shipped into Virginia from bidder's out-of-state location) -OR- � is an out-of-state business entity that is including with this bid an opinion of legal counsel which accurately and completely discloses the undersigned Offeror's current contacts with Virginia and describes why those contacts do not constitute the transaction of business in Virginia within the meaning of § 13.1-757 or other similar provisions in Titles 13.1 or 50 of the Code of Virginia.

**NOTE** >> Check the following box if you have not completed any of the foregoing options but currently have pending before the SCC an application for authority to transact business in the Commonwealth of Virginia and wish to be considered for a waiver to allow you to submit the SCC identification number after the due date for proposals (the Commission reserves the right to determine in its sole discretion whether to allow such waiver): � SIGNED:____________________________________________DATE:____________________ NAME:_______________________________________________________ (Print) TITLE:______________________________________________ FIRM NAME:________________________________________

Project: Supply and Installation of 1 of 19 General Conditions Videoconferencing Equipment 9/23/2020

GENERAL CONDITIONS l. DEFINITIONS

1.1 The term “Commission” shall mean the Hotel Roanoke Conference Center Commission or its authorized representatives.

1.2 The term “LLC” shall mean the Hotel Roanoke, L.L.C., or its authorized

representatives. 1.3 The term “Contract Documents” shall mean and include the Legal Advertisement

or Request for Proposals, the Details of Request for Proposals, the Instructions to Offerors, the General Conditions, the Sample Contract, the Specifications and any Addenda.

1.4 The term “Addenda” in the Contract Documents shall mean written or graphic

instruments issued by the Assistant General Manager prior to execution of the Contract which modify or interpret the Contract Documents by changes, additions, deletions, clarifications or corrections.

1.5 The term “Proposal” in the Contract Documents shall mean a complete and

properly signed offer to carry out the Project for a specified price in accordance with the Contract Documents.

1.6 The term “Offeror” in the Contract Documents shall mean the person, firm or

corporation interested in submitting a Proposal or who has actually submitted a Proposal.

1.7 The term “Conference Center” shall mean the Conference Center of Roanoke,

which is located in the City of Roanoke and owned by the Commission. 1.8 The term “Contractor” in the Contract Documents shall mean the person, firm or

corporation entering into the Contract with the Commission to perform Work in connection with the Project.

1.9 The term “Hotel” means the Hotel Roanoke that is immediately adjacent to the

Conference Center and which is owned by the L.L.C. 1.10 The terms “Project” or “Work” (or “work”) are interchangeable and shall mean

supply, delivery, and installation of videoconferencing and simulcast equipment and systems as described below throughout much of the Conference Center and certain meeting rooms in the Hotel, as more particularly described in the


Specifications and related Contract Documents, unless these terms clearly mean otherwise in the particular context in which they appear.

1.11 The term “Provide” (or “provide”) shall mean to supply, delivery and install in the

Conference Center and Hotel the Videoconferencing Equipment in fully operable conditions.

1.12 The term “Responsive Proposal” in the Contract Documents shall mean a Proposal

which conforms in all material respects to the RFP. A “Responsive Offeror” is an Offeror which submits a Responsive Proposal.

1.13 The term “Responsible Offeror” shall mean an Offeror who has the capability, in

all respects, to perform fully the Contract requirements and the moral and business integrity and reliability which will assure good faith performance.

1.14 The term “Subcontractor” (or “subcontractor”) shall mean a person, firm,

partnership, corporation or other entity having a direct contract with the Contractor or with any other Subcontractor for the performance of any portion of the Work.

1.15 The term “Submittals” shall mean all drawings, diagrams, illustrations, brochures,

schedules, samples, and other data required by the Contract Documents which are prepared by or for the Contractor, Subcontractor, or Supplier, and submitted by the Contractor to illustrate the material, equipment or layouts, or some other portion of the Work.

1.16 The term “Substantial Completion” or “Substantially Complete” (or “Substantially

Completed”) shall mean the Project is sufficiently complete, in accordance with the Contract Documents, so that Videoconferencing Equipment in meeting rooms and other affected areas of the Conference Center and Hotel may be used as intended. Notwithstanding any other terms, conditions or provisions found in this paragraph or other parts of the Contract Documents, the Assistant General Manager shall at all times and for all purposes have the final and exclusive authority and discretion to determine whether the Project is Substantially Complete.

1.17 The term “Commencement Date” shall mean the date certain specified in a

written notice (or e-mail) to proceed issued by the Assistant General Manager to the Contractor for commencement of the Work.

1.18 The term “Benchmark” shall mean BMC-The Benchmark Management

Company, which pursuant to contracts manages both the Hotel and the Conference Center.

1.19 The term “Videoconferencing Equipment” shall mean the videoconferencing


and simulcast equipment and systems that are the subject of the Project. 1.20 “Assistant General Manager” refers to Hotel Roanoke & Conference Center

Assistant General Manager R. D. Wright or his successor.

2. INDEMNITY PROVISION 2.1 Except as prohibited by Section 11-4.1 of the Code of Virginia (1950), as

amended, Contractor shall indemnify and hold harmless the L.L.C. and the Commission and their officers, employees, agents, consultants, and contractors (including Benchmark) who perform services connected with the Project against any and all liability, losses, damages, claims, causes of action, suits of any nature (including suits by the Commission against the Contractor should the Commission substantially prevail), costs, and expenses, including reasonable attorney’s fees and consultant’s fees, resulting from or arising out of Contractor’s activities or omissions, negligent or otherwise, on Owner’s property or the property of the L.L.C., or arising out of or resulting from the materials or services to be provided under this Contract by Contractor or any Subcontractor. This indemnity provision covers and includes, without limitation, fines and penalties for violations of federal, state or local laws or regulations; personal injury, wrongful death or property damage claims; breach of contract claims; indemnity claims; and other damages, losses and claims of any kind. Provided, however, that nothing in this provision is intended to require Contractor to indemnify the indemnitees for any losses, damages, injuries, suits, claims, causes of action, expenses, fees or other liabilities which are the result of that indemnitee’s sole negligence.

2.2 While on Owner’s property or easement and in its performance of this Contract,

Contractor shall not transport, dispose of or release any hazardous substance, material or waste, except as necessary in performance of its Work under this Contract. Contractor shall comply with all federal, state and local laws, rules, regulations and ordinances controlling air, water, noise, solid wastes and other pollution, and relating to the storage, transport, release or disposal of hazardous materials, substances or waste.

2.3 Regardless of Owner’s acquiescence, Contractor shall indemnify and hold the

L.L.C. and the Commission and their officers, agents, employees, consultants and contractors (including Benchmark) harmless from all costs, liabilities, fines or penalties, including attorney’s fees, resulting from Contractor’s violation of paragraph 2.2 and reimburse Owner for all costs and expenses incurred by Owner in eliminating or remedying such violations. Contractor also agrees to indemnify the Commission and the L.L.C., and their officers, agents, employees, consultants, and contractors (including Benchmark) who perform services connected with the Project, harmless from any and all costs, expenses,


attorney’s fees and all penalties or civil judgments obtained against Owner or the L.L.C., as a result of Contractor’s use or release of any hazardous substance or waste onto the ground, or into the water or air from or upon Owner’s premises or the premises of the L.L.C.

2.4 Contractor agrees to waive any and all statutes of limitations and statutes of

repose applicable to any controversy or dispute arising out of the preceding subsections (2.1, 2.2 and 2.3) and Contractor further agrees that it will not raise or plead a statute of limitations or statute of repose defense against the Commission or the L.L.C., in any action arising out of Contractor’s failure to comply with the preceding subsections.

2.5 The L.L.C., is an intended third party beneficiary of the preceding subsections

(2.1, 2.2, 2.3 and 2.4) and may enforce these subsections in accordance with their terms.

3. REGULATIONS, PERMITS AND SPECIAL PROJECT RESTRICTIONS.

3.1 Contractor is solely responsible for following and complying strictly with all manufacturer directions, instructions and warranty requirements.

3.2 Contractor is required to schedule and perform all Work on the Project in a

timely manner All planned shifts and work must be approved in advance by the Assistant General Manager.

3.3 Contractor shall fully comply with all local, state and federal building and fire

codes, ordinances, laws and regulations, including without limitation all applicable sections of the Occupational Safety and Health Act (OSHA), the Virginia Uniform Statewide Building Code and Chapter 11 of Title 54.1 of the Code of Virginia (1950), and obtain all required licenses and permits and pay all charges and expenses connected therewith. Contractor will be responsible for securing all necessary licenses, permits and permission from the Virginia Department of Transportation and other government agencies in connection with the Project.

3.4 Contractor shall be responsible for posting and maintaining, at its expense, all

suitable signs, barricades, barriers, and other devices required to protect the public.

3.5 In accordance with Article 3 of the Virginia Waste Management Act, Sections

10.1-1400, et seq., of the Code of Virginia (1950), as amended, receptacles sufficient to contain workers’ litter and construction wastes capable of being spread by wind or water shall be located on the construction site. The number and size of receptacles required shall be determined by Contractor.


3.6 Contractor shall be responsible for arranging all inspections by federal, state and

local authorities for compliance with all statutory requirements, ordinances and regulations.

3.7 Contractor shall be responsible for all costs, fees and expenses required or

incurred in replacing all walls, ceilings and other areas of the Conference Center damaged or otherwise affected to any extent during or in connection with the Project.

4. OWNER’S REPRESENTATIVE

4.1 The Assistant General Manager shall be Owner’s representative for the Project. Contractor shall report directly to the Assistant General Manager. However, Owner, through its chairman or legal counsel, may countermand in writing any order issued by the Assistant General Manager.

5. PATENTS

5.1 Contractor shall protect, indemnify, and hold harmless the Commission, the LLC and Benchmark, from any and all demands for fees, claims, suits, actions or judgments based on the alleged infringement or violation of any copyright, patent, invention, article, arrangement or other apparatus that may be used in the performance of the Contract.

6. CONTRACTOR’S LICENSE

6.1 Contractor must hold a Class A license contractor’s license within the meaning of the Code of Virginia. In addition to all licenses required by state statutes, Contractor shall obtain or possess a valid Professional or Business License in accordance with applicable City of Roanoke Ordinances.

7. PROJECT SIGNS

7.1 Contractor shall be prepared to supply, erect and maintain Project Sign(s) in accordance with the City of Roanoke Standard Detail. The sign(s) shall be located as directed by the Assistant General Manager. Contractor shall not display any other signs or advertisements.

8. CONTRACT DOCUMENTS AND RECORD DRAWINGS

8.1 The general character and scope of the Work are illustrated by the Specifications. If the Contractor deems additional detail or information necessary, it may request the same in writing from the Engineer. The Contractor shall carry out the Work in


accordance with the Drawings and Specifications and any additional detail Drawings and instructions.

9. EMPLOYMENT OF PERSONNEL

9.1 In the employment of laborers for work performed on the Project, Contractor shall give preference to otherwise qualified residents of the City of Roanoke and secondary preference to residents of the area within a radius of fifty (50) miles of the City of Roanoke, when such labor is available. This preference for local labor does not limit the meaning of paragraph 9.2, immediately below, and shall be inoperative if Contractor can demonstrate a sound business reason for preferring non-local labor.

9.2 Contractor shall have a competent foreman, satisfactory to the Assistant General

Manager, on the jobsite at all times during the progress of the Work. Contractor shall notify Owner, in writing, of any proposed change in the foreman including the reason therefor prior to making such change.

9.3 Owner may, from time to time, establish reasonable rules and regulations

relating to standards to be met by Contractor regarding the appearance or conduct of employees or agents, including all Subcontractors and vendors performing Work at the site. Contractor shall be responsible at all times for the conduct of all such persons. Contractor will remove, or cause to be removed, from the site any person(s) to whom Owner may reasonably object and will ensure that such person(s) shall not thereafter be employed by Contractor in connection with the Work hereunder. Contractor shall not be required by Owner to engage in any personnel action which is, or may be deemed to be, against public policy or contrary to local, state or federal ordinance, rule or statute or to any collective bargaining agreement or other labor or employment contract.

10. SUBCONTRACTORS

10.1 Contractor shall have charge of the entire Project, subject to Owner’s continuing

approval. 10.2 Award of Subcontracts

10.2.1 No later than ten (10) days after receipt of notice of award of the

Contract, Contractor shall furnish the Assistant General Manager, in writing, with the name, trade and subcontract amount for each Subcontractor. The Assistant General Manager will promptly reply to Contractor in writing stating whether or not Owner or Assistant General Manager, after due investigation, has reasonable objection to any such


proposed person or entity. Failure of Owner or Assistant General Manager to reply promptly shall constitute notice of no reasonable objection.

10.2.2 Contractor shall not contract with a proposed person or entity to whom

Owner has made reasonable and timely objection. All subcontracts shall require the Subcontractor to indemnify the Commission and the L.L.C., against losses, damages and claims of all kinds and shall be expressly governed by Virginia law.

10.2.3 If Owner has a reasonable objection to a person or entity proposed by

Contractor, Contractor shall propose another to which Owner and Assistant General Manager have no reasonable objection. The Contract Sum shall be increased or decreased, as appropriate, by the lesser of the following: (1) the difference between the subcontract amount proposed by the person or entity recommended by Contractor and the subcontract amount proposed by the person or entity accepted by Owner, or (2) the amount by which the subcontract amount proposed by the person or entity accepted by the Commission exceeds the amount set forth in any schedule of values which is applicable to the work covered by such subcontract.

10.2.4 Contractor shall not change any Subcontractor, person or entity

previously approved if Owner makes reasonable objection to such change.

10.2.5 Acceptance of or failure to object to any proposed Subcontractor, person

or entity proposed by Owner shall not constitute a waiver of any king by the Commission of claims or objections the Commission may have with respect to defective Work performed by that Subcontractor, person or entity.

10.2.6 Contractor shall be responsible for directing the Work with a high level

of competence and efficiency. Contractor is solely responsible to Owner for ensuring that the finished Work complies with the Contract Documents. Contractor shall be solely responsible for health and safety precautions and programs for workers, patrons, pedestrians and others in connection with the Work. No inspection by, knowledge on the part of, or acquiescence by Owner, Assistant General Manager or any other person or entity whatsoever shall relieve Contractor of its sole responsibility for compliance with the requirements of the Contract or responsibility for health and safety programs and precautions for patrons, pedestrians, workers and others.


11. PROTECTING THE PUBLIC

11.1 Contractor is required to take all appropriate measures to protect the public, the Conference Center, and the Hotel from accident and injury during the Project.

12. DAMAGES

12.1 Contractor shall have charge of the entire Project. Contractor shall be liable for all damages to the Project and to any property in the vicinity of the Project, including the Hotel and the Conference Center.

12.2 The Project may affect telephone and electrical lines and computer networks

serving both the Hotel and the Conference Center. Accordingly, Contractor shall familiarize itself with the structural condition, telephone network and electrical systems of the Conference Center and the Hotel before proceeding with the Work. Contractor shall take all necessary safeguards to protect and maintain all parts of the Conference Center and the Hotel and their parking lots, walkways, entrances, electrical systems, computer systems and telephone networks in a safe, undamaged condition at all times during the Project.

12.2.2 Under no circumstance or condition shall any load be placed on any part

of the Conference Center or Hotel in excess of the load either structure will safely support. No structural member(s), computer systems, telephone lines or electrical wires shall be cut or altered without the written consent of the Assistant General Manager.

12.2.3 Contractor shall conduct all operations in such a manner as to avoid

damage to existing work, computer equipment, surfaces, lines, wires, networks within and outside the Conference Center and Hotel. Any and all damaged work, surfaces, lines, wires, networks, computer equipment or other property shall be repaired, replaced, or restored its condition at the time when this Work was started. The expense of such restorative work shall be borne by Contractor.

12.3 Damage no matter how slight to the carpet, equipment, fixtures, telephone or

computer systems, parking lots, patios, walkways, concrete curbs, gutters, sidewalks, floors, walls, ceilings and existing facilities, including the Hotel, that may occur during the Project shall be repaired or replaced by Contractor, at its sole expense, as directed by and to the satisfaction of the Assistant General Manager.

12.4 Contractor acknowledges that fumes, dust, installation-related noise and

electrical or telephone failures during the Project could damage or disrupt operations at the Conference Center and Hotel unless Contractor takes


appropriate preventive measures. Accordingly, Contractor shall be under a continuing duty throughout the Project to use all reasonable means and methods to prevent fumes, dust, installation-related noise, and electrical or telephone failures so as not to disrupt operations at the Conference Center and Hotel.

12.5 Contractor shall take into account all other work which shall be done on the site

by other parties, including other contractors, either now known or which may become necessary during the progress of the Project, and shall be responsible for any damage done to the other work. Should any utilities require adjustment during the Project, it shall be Contractor’s responsibility to have such utilities relocated as a part of the Work and to contact and cooperate with the appropriate utility company in the performance of such operations. The appropriate utility company shall be given a minimum of forty-eight (48) hours notice prior to the adjustment, and Contractor shall comply with the provisions of the Virginia Underground Utility Damage Prevention Act, Sections 56-265.15 et seq., of the Code of Virginia (1950), as amended. Damages that may occur to the utilities during the Project shall be the responsibility of Contractor.

12.6 Nothing in this Section 12 is intended to limit Contractor’s indemnification

duties to the Commission, the L.L.C., Benchmark, and others pursuant to Section 2 of these General Conditions.

12.7 Contractor shall be liable for liquidated damages as provided in the Contract.

Liquidated damages available under the Contract do not limit or bar Owner from recovering other common law or statutory damages that may be available for any breaches of duty, contractual breaches or torts committed by Contractor or any of its agents or Subcontractors or any indemnification duties under Section 2 of the General Conditions.

13. SHOP DRAWINGS

13.1 The term “Shop Drawings” in the Contract Documents means and includes any fabrication, erection and setting drawings, manufacturers’ standard drawings, schedules, descriptive literature, catalogs, brochures, performance and test data, and all other descriptive data pertaining to the materials and equipment as required to demonstrate compliance with the Contract requirements.

13.2 Contractor shall submit for the approval of the Assistant General Manager all

Shop Drawings required by the specifications or requested by the Assistant General Manager. All such submissions shall be made promptly so as not to delay this or any other part of the Project and to allow reasonable time for checking.


13.3 Shop Drawings shall be accompanied by all required certifications and other

such supporting material, and shall be submitted in such sequence or in such groups that all related items may be checked together. When Shop Drawings cannot be checked because the submission is incomplete, or because Shop Drawings on related items have not been received, the drawings will be returned without action or will be held, unchecked, until the material which was lacking is received.

13.4 Shop Drawings shall be received by Contractor and coordinated with all other

related or affected work before they are submitted for approval. Shop Drawings shall bear Contractor’s certification that it has checked and approved them as complying with the Contract Documents. Shop Drawings submitted without such certification and coordination will be returned to Contractor without action and will not be considered a formal submission.

13.5 If the Shop Drawings show variations from the Contract Documents because of

standard shop practice or other reasons, Contractor shall refer to the variation in its letter of transmittal in order that, if acceptable, proper adjustments may be made to the variations. Should Contractor fail to fulfill this requirement, it will continue to be responsible for executing the work in accordance with the Contract Documents even though such Shop Drawings may be approved.

13.6 The Assistant General Manager shall pass upon the Shop Drawings with

reasonable promptness. Checking and/or approval of Shop Drawings will be for general conformance with the design concept of the Project and compliance with the Contract Documents. Checking and/or approval of Shop Drawings will not include quantities, detailed dimensions or adjustments to actual field conditions. Approval shall not be construed as permitting any departure from Contract requirements, authorizing any increase in price or relieving Contractor of the responsibility for any error in details, dimensions or otherwise that may exist.

14. INDEPENDENT TESTING

14.1 All necessary tests required by the Specifications or industry standards shall be performed as part of the Contract by an independent testing laboratory retained and compensated by Contractor. Additional tests, as requested by the Assistant General Manager, shall be paid for by Contractor with reimbursement by the Commission. Should test results indicate non-compliance with specified requirements, Contractor shall bear the expense of testing, repairing, replacing or reworking the deficiency and retesting for compliance.


15. CHANGES IN THE WORK

15.1 Owner reserves the right to make such changes in the character of the Work as may be necessary or desirable to ensure completion in the most satisfactory manner, provided such changes do not materially alter the general nature of the Work as a whole. In any event, no change to any of the Contract Documents shall waive, modify, release or invalidate any condition or provision of the Contract. Such changes shall be issued by the Assistant General Manager in writing.

15.2 No change with respect to the Work shall be made by Contractor without the

prior written approval of (1) the Assistant General Manager and (2) the chairman of the Commission acting as the agent for Owner. Contractor shall submit requests for changes in the contract price and/or Contract Time in writing to the Assistant General Manager within five (5) calendar days of the occurrence requiring the change. Contractor shall be required to certify the cause of the requested Change Order and length of time the Project’s completion will be delayed as a result of the requested change. Failure by Contractor to request a Change Order in writing within said five (5) day period shall constitute a waiver of Contractor’s right to seek or receive a Change Order of any kind.

15.3 Any extra work done by Contractor that has been authorized and approved by

the Assistant General Manager shall be paid for in the manner hereinafter described; and the compensation thus provided shall be accepted by Contractor as payment in full for all labor, material, tools, equipment, incidentals, superintendents’ and timekeepers’ services, insurance, bonds, and all other reasonable overhead expenses incurred in the performance of the extra work. Payment for extra work may be made by one of the following methods, as agreed upon in writing by the Assistant General Manager and Contractor before said extra work is commenced, subject to all other conditions of the Contract:

a. Unit prices; or b. Lump sum price; or c. The cost of change in Work plus ten percent (10%) of allowable costs.

Allowable costs for purposes of this paragraph shall only include labor, material, sales tax, the rental or power tools and equipment actually used, or a reasonable price for the use of power tools and equipment owned by Contractor based upon their life expectancy and purchase price, utilities, pro rata charges for foreman, and all payroll charges such as employer’s FICA contribution, Public Liability and Workers’ Compensation Insurance, but only if all such costs are incurred as the direct result of the changes in the Work. If any Subcontractor at any tier does all or part of


the Work, the subcontractor’s markup on that Work shall be fixed at fifteen percent (15%) of the allowable cost as defined herein.

Should Owner and Contractor fail to agree on one of the payment

methods set out above, Owner may retain an independent contractor to perform the extra work. Contractor shall cooperate fully with the independent contractor retained by Owner to perform the extra work.

15.4 Contractor shall review any change directed by the Assistant General Manager

and shall respond in writing within five (5) calendar days after receipt of the proposed change (or such other reasonable time as the Assistant General Manager may direct) stating the effect of the proposed change upon its Work, including any increase or decrease in the Contract Time and price. Contractor shall furnish to the Commission an itemized breakdown of the quantities and prices used in computing the change in Contract price.

The Commission shall review Contractor’s proposal and respond to Contractor

within five (5) days of receipt. If a change to the Contract price and Contract Time are agreed upon, both parties shall sign the Change Order. Changes to the Contract Time and/or price shall be effective when signed by both parties.

15.5 Contractor may request in writing an extension of time should the Work be

obstructed or delayed by any justified, unavoidable delays not occasioned in whole or in part by Contractor or by any Subcontractor or supplier. Any change in the Contract Time shall be accomplished only by issuance of a Change Order in strict accordance with the five (5) day time limit set out above in Section 15.4. Only an extension of time may be considered by Owner to address delays caused by unusual weather. In no event shall additional compensation be allowed for unusual weather. Furthermore, Contractor agrees that for any delays not caused by Owner or any delays beyond the control of Owner (including any delays caused by judicial injunctions or court-ordered testing, sampling, surveying or monitoring), no additional compensation will be due Contractor and no change in the Contract price will be allowed by Owner; only an extension of the Contract Time will be considered by Owner.

16. STOP WORK ORDER

16.1 In the event conditions exist such that no Work can continue, other than the routine cleaning of the site and disposing of construction debris, Contractor shall submit to the Assistant General Manager an oral request to stop work. The Assistant General Manager may deliver a written “Stop Work Order” to Contractor stipulating the effective date and the completion time remaining. The Work and Contract Time shall not again be started until a written “Resume Work Order” is received by Contractor.


16.2 Should Contractor fail to follow the Contract Documents, the Assistant General

Manager may stop the Work at any time. Contractor shall suspend work upon receiving a written “Stop Work Order” from the Assistant General Manager. After Contractor has received a written “Stop Work Order,” the Work and Contract Time shall not again be started until a written “Resume Work Order” is received by Contractor.

17. COMPLETION OF WORK

17.1 All Work shall be completed in accordance with the terms, timeframes and deadlines required by the Contract Documents, unless modified by Change Order. In the event that Contractor has not Substantially Completed the entire Project by December 15, 2020, as required by the Contract Documents, the Assistant General Manager will assess liquidated damages pursuant to Article 4.1 of the Contract and notify Contractor that the Contract Sum is reduced by the amount of said damages. Liquidated damages shall be assessed under Article 4.2 of the Contract for delays in final completion. In addition to liquidated damages for delay, Contractor will also be liable for any and all actual damages sustained as a result of any breach of the Contract other than by delay, including abandonment of the Contract.

17.2 Should any neglect, unnecessary delay or failure to follow the Contract Documents

occur which make it apparent that Contractor will not complete the Work, Owner may declare the Contract void and have the Work completed and charge the cost thereof to Contractor.

17.3 The Assistant General Manager shall issue a Certificate of Substantial Completion

when the Project is Substantially Complete. The Certificate of Substantial Completion shall be substantially similar to the Certificate of Substantial Completion Form that is in the Contract Documents.

17.4 Preliminary Inspection for Substantial Completion

a. When Contractor considers the entire Project suitable for its

intended use, Contractor shall notify the Assistant General Manager in writing that the Project is ready for inspection.

b. Within a reasonable time thereafter, the Assistant General Manager

and Contractor shall inspect the Project to determine the status of completion. If the Assistant General Manager considers the Project incomplete, it shall notify Contractor in writing of his reasons for this conclusion and attach a list of items (“punchlist”) to be completed or corrected before final payment.


1) If all work is considered by the Assistant General Manager to be complete after the preliminary inspection, final payment processing may proceed.

17.5 Contractor shall, during the life of the Contract, be responsible for cleaning,

clearing and disposing of all surplus materials and other debris as it may accumulate.

18. FINAL ACCEPTANCE OF WORK

18.1 Upon the completion of the Work Contractor shall deliver a written notice to the Assistant General Manager requesting a final inspection.

18.2 Prior to final inspection any required tests shall have been completed and

submitted to the Assistant General Manager for verification. 18.3 The acceptance of Work by the Assistant General Manager shall be based upon

one (1) final inspection of all work provided for in the Contract Documents.

18.4 Final Payment and Acceptance: If, on the basis of the Assistant General Manager’s observation of the Project and final inspection and the Assistant General Manager’s review of the final Application for Payment and accompanying documentation as required by the Contract Documents, the Assistant General Manager is satisfied that the Project has been completed and Contractor’s other obligations under the Contract Documents have been fulfilled, the Assistant General Manager will issue a written recommendation of payment. At the same time, the Assistant General Manager will also give written notice to Contractor that the Project is acceptable. Otherwise the Assistant General Manager will return the application for payment to Contractor, indicating in writing the reasons for refusing to recommend final payment, in which case Contractor shall make the necessary corrections and resubmit the application. Final acceptance of the Project shall not relieve, discharge or limit Contractor’s contractual duties, warranties or guarantees to Owner or any other indemnitee.

19. GUARANTEES OF WORK

19.1 Contractor’s workmanship and oversight of its Subcontractors shall be of the highest quality found in the videoconferencing equipment supply and installation trade, field or industry in every respect. All items of Work shall be done by workers skilled in the particular task to which they are assigned. In the acceptance or rejection of Work, no allowance will made for lack of skill on the part of workers. Poor or inferior workmanship (as determined by the Assistant General Manager, Owner, or other inspecting authorities) shall be removed and replaced to conform to the highest quality standards of the trades concerned, or


otherwise corrected to the satisfaction of the Assistant General Manager, Owner, or other inspecting authority, all at Contractor’s sole expense.

19.2 Contractor warrants and guarantees the Work against defects or deficiencies in

all material and workmanship and shall maintain, repair or replace, at its expense any Work, material or part that is found by the Commission or the Assistant General Manager to be defective, within a period of two (2) years from the date of final acceptance of the Project.

19.3 Contractor warrants that, unless otherwise specified, all material and equipment

incorporated in the Work under the Contract shall be new, in first class condition, and in strict accordance with the Contract Documents.

19.4 Work not conforming to these warranties shall be considered defective.

19.5 These warranties and guarantees of material and workmanship are separate and independent from and in addition to any of Contractor’s other guarantees or obligations that arise out of this Contract or any applicable law.

19.6 Contractor shall review all materials and methods of construction specified or

indicated in the Contract Documents and shall advise the Assistant General Manager (1) if the specified or indicated material or method deviates from good practice in the videoconferencing equipment supply and installation trade, field, or industry, (2) if employing such material or method will violate any warranties, or (3) if Contractor has any other objection to such material or method. Contractor shall propose alternative materials or methods for those which violate the warranties or to which Contractor takes objection, submitting the names of substitute products and relevant data on which he can issue the specified warranty. Should Contractor fail to notify the Assistant General Manager of its objections prior to the execution of the Contract, it will be deemed to have agreed to warrant all Work specified or shown and to have waived any defense, claim or objection based on the Work specified or shown.

19.7 In addition to the foregoing warranties and stipulations, Contractor shall comply

with all other warranties and guarantees noted in any portion of the Contract Documents, the more stringent requirement governing.

19.8 All warranties and guarantees required by the Contract Documents shall be issued

by the manufacturer or Contractor as applicable and addressed to Owner. Unless specifically stated otherwise, all warranties shall extend to both materials and workmanship.

19.9 If Contractor uses any portion of the Project or other property belonging to the

Commission or the L.L.C., prior to the date of Substantial Completion of the entire


Project, such property or items shall be restored to the condition in which they existed immediately prior to such use, or as otherwise specified in the Contract Documents. Contractor’s warranty and agreement to correct defective Work shall specifically include Contractor’s obligations under this paragraph.

19.10 If, within any warranty or guarantee period, defects are noticed by the

Commission or the Assistant General Manager which require repairs or changes in connection with the guaranteed Work, those repairs or changes being in the opinion of the Assistant General Manager rendered necessary as the result of the use of material, equipment, or workmanship which is defective, inferior, or not in accordance with the terms of the Contract, Contractor shall, promptly upon receipt of notice from Owner (such notice being given not more than four (4) weeks after the expiration of any such guarantee period), and without any expense to Owner:

a. Place in satisfactory condition in every particular all of such guaranteed

Work and correct all defects therein; and

b. Make good all damage to the Conference Center and/or Hotel or contents of either facility or any equipment which in the opinion of the Assistant General Manager is the result of the use of material, equipment, or workmanship which are inferior, defective, or not in accordance with the terms of the Contract; and

c. Repair, restore, and/or correct any Work or material or the furnishings,

fixtures and equipment in the Conference Center and Hotel disturbed in fulfilling any such guarantee.

19.11 In any case where in fulfilling the requirements of the Contract, including any

guarantee, Contractor damages any Work guaranteed under the Contract, it shall restore such Work to a condition satisfactory to the Assistant General Manager and guarantee such restored Work to the same extent as it was guaranteed originally under the Contract.

19.12 If Contractor, after notice, fails to proceed promptly to comply with the terms

of the guarantee, Owner may have the defects corrected by Owner or other contractor and Contractor shall be liable for all costs and expenses incurred in doing so.

19.13 Nothing contained in this section shall be construed to shorten any applicable

statutes of limitation with respect to any obligations which Contractor has under the Contract Documents or the law of Virginia, including liability for defective Work.


20. ASSIGNMENTS

20.1 Contractor shall not assign any of its rights, duties or obligations under the Contract or Contract Documents without the prior written consent of the Commission.

21. ACCESS TO PROJECT BY OTHER CONTRACTORS

21.1 Contractor acknowledges that the Commission may retain other contractors to perform work at the Conference Center. Contractor shall cooperate fully with these and other contractors and grant them complete access to the Project site. Any disputes that may arise between Contractor and any other contractor shall be resolved by the Assistant General Manager, whose decision shall be final and binding.

22. CONTRACT DISPUTES

22.1 Contractual claims by Contractor against Owner, whether for money or other relief, shall be submitted by Contractor in writing to the chairman of the Commission no later than sixty (60) days after final payment. However, written notice of Contractor’s intention to file such a claim must be given to the Assistant General Manager at the time of the occurrence or beginning of the work upon which the claim is based. Contractor may not institute legal action prior to receipt of the decision of the Commission’s chairman on the claim unless the Commission’s chairman fails to render such decision within One Hundred Twenty (120) days. The decision of the Commission, when signed by its chairman, shall be final and conclusive unless Contractor within six (6) months of the date of the final decision on a claim initiates legal action as provided in Section 2.2-4363 of the Code of Virginia (1950), as amended. Failure of the Commission to render a decision within One Hundred Twenty (120) days shall not result in any other relief or penalty. The sole result of the Commission’s failure to render a decision within One Hundred Twenty (120) days shall be to extend to Contractor the right to institute immediate legal action. No administrative appeals procedure (other than the mandatory procedure set forth above in this section) pursuant to Section 2.2-4365 of the Code of Virginia (1950), as amended, has been established for contractual claims under this Contract.

23. OWNER’S RIGHT TO TERMINATE CONTRACT FOR CAUSE

23.1 Should Contractor be adjudged bankrupt or make a general assignment for the benefit of its creditors, or if a receiver should be appointed on account of its insolvency, Owner may terminate the Contract. Should Contractor persistently


or repeatedly refuse, or fail, to: supply enough properly skilled workers or proper materials; make prompt payment to Subcontractors or suppliers of material or labor; disregard laws, ordinances or the written instructions of the Assistant General Manager; or otherwise violate any provision of the Contract, Owner may terminate the Contract, upon five (5) calendar days written notice to Contractor. The provisions of this subsection 23.1 shall not limit the Commission’s right to terminate the Contract under Sections 16 and 17, above, or any other part of the Contract Documents. Notice of termination may be served upon Contractor by mail or any other means at its last known places of business in Virginia or elsewhere, by delivery to any officer or employee wherever he or she may be found, or, if no such officer, employee or place of business is known or can be found by reasonable inquiry within three (3) business days, by posting the notice at the job site. Failure to accept or pick up registered or certified mail addressed to the last known address shall be deemed to be delivery. Upon termination of the Contract, Owner shall take possession of the premises and of all materials, tools and appliances thereon and finish the Work by whatever method it may deem expedient. In such case Contractor shall not be entitled to receive any further payment. If the expense of finishing the Project, including compensation for additional managerial and administrative services shall exceed the unpaid balance of the Contract price, Contractor shall pay the difference to Owner, together with any other expenses of terminating the Contract and having it completed by others.

Should it be judicially determined that Owner improperly terminated this Contract for cause, the termination shall be deemed to be a termination for the convenience of Owner under Section 24 below. Termination of the Contract under this Section 23 is without prejudice to any other right or remedy of Owner.

24. TERMINATION BY OWNER FOR CONVENIENCE

24.1 Owner may terminate this Contract at any time without cause, in whole or in part, upon giving Contractor notice of such termination. Upon such termination, Contractor shall immediately cease work and remove from the Project 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, Contractor shall take such steps as Owner may require to assign to Owner Contractor’s interest in all subcontracts and purchase orders designated by Owner. After all such steps have been take to Owner’s satisfaction, Contractor shall receive as full compensation for termination and assignment the following:

(a) All amounts then otherwise due under the terms of this Contract.


(b) Amounts due for work performed subsequent to the latest

Application for Payment through the date of termination. (c) Reasonable compensation for the actual cost of

demobilization incurred by Contractor as a direct result of such termination. Contractor shall not be entitled to any compensation for lost profits or for any other type of compensation or damage other than those provided by the preceding sentence. Upon payment of the foregoing, Owner shall have no further obligations to Contractor of any nature.

25. CONTRACTOR’S RIGHT TO STOP WORK OR TERMINATE THE CONTRACT

25.1 Should Owner fail to pay to Contractor within forty-five (45) days any sum certified by the Assistant General Manager when no dispute exists as to the sum certified, Contractor may, upon ten (10) calendar days written notice to Owner and the Assistant General Manager, stop work or terminate the Contract and recover from Owner payment for the cost of the Project actually performed, together with overhead and profit thereof, but profit shall be recovered only to the extent that Contractor can demonstrate that it would have had profit on the entire Contract if it had completed the Project. Contractor may not receive profit or any other type of compensation for parts of the Project not performed. Contractor may recover the cost of physically closing down the job site, but not other costs of termination. Owner may offset any claims it may have against Contractor against the amounts due to Contractor.

Project: Supply and Installation of 1 of 6 Instructions to Offerors Videoconferencing Equipment 9/23/2020

INSTRUCTIONS TO OFFERORS l. DEFINITIONS 1.1 The term “Commission” shall mean the Hotel Roanoke Conference Center Commission

or its authorized representatives. 1.2 The term “LLC” shall mean the Hotel Roanoke, L.L.C., or its authorized representatives. 1.3 The term “Contract Documents” shall mean and include the Legal Advertisement or

Request for Proposals, the Details of Request for Proposals, the Instructions to Offerors, the General Conditions, the Sample Contract, the Specifications and any Addenda.

1.4 The term “Addenda” in the Contract Documents shall mean written or graphic

instruments issued by the Assistant General Manager prior to execution of the Contract which modify or interpret the Contract Documents by changes, additions, deletions, clarifications or corrections.

1.5 The term “Proposal” in the Contract Documents shall mean a complete and properly

signed offer to carry out the Project for a specified price in accordance with the Contract Documents.

1.6 The term “Offeror” in the Contract Documents shall mean the person, firm or corporation

interested in submitting a Proposal or who has actually submitted a Proposal. 1.7 The term “Conference Center” shall mean the Conference Center of Roanoke, which is

located in the City of Roanoke and owned by the Commission. 1.8 The term “Contractor” in the Contract Documents shall mean the person, firm or

corporation entering into the Contract with the Commission to perform Work in connection with the Project.

1.9 The term “Hotel” means the Hotel Roanoke that is immediately adjacent to the

Conference Center and which is owned by the L.L.C. 1.10 The terms “Project” or “Work” (or “work”) are interchangeable and shall mean supply,

delivery, and installation of videoconferencing and simulcast equipment and systems as described below throughout much of the Conference Center and certain meeting rooms in the Hotel, as more particularly described in the Specifications and related Contract Documents, unless these terms clearly mean otherwise in the particular context in which they appear.


1.11 The term “Provide” (or “provide”) shall mean to supply, delivery and install in the

Conference Center and Hotel the Videoconferencing Equipment in fully operable conditions.

1.12 The term “Responsive Proposal” in the Contract Documents shall mean a Proposal which

conforms in all material respects to the RFP. A “Responsive Offeror” is an Offeror which submits a Responsive Proposal.

1.13 The term “Responsible Offeror” shall mean an Offeror who has the capability, in all

respects, to perform fully the Contract requirements and the moral and business integrity and reliability which will assure good faith performance.

1.14 The term “Subcontractor” (or “subcontractor”) shall mean a person, firm, partnership,

corporation or other entity having a direct contract with the Contractor or with any other Subcontractor for the performance of any portion of the Work.

1.15 The term “Submittals” shall mean all drawings, diagrams, illustrations, brochures,

schedules, samples, and other data required by the Contract Documents which are prepared by or for the Contractor, Subcontractor, or Supplier, and submitted by the Contractor to illustrate the material, equipment or layouts, or some other portion of the Work.

1.16 The term “Substantial Completion” or “Substantially Complete” (or “Substantially

Completed”) shall mean the Project is sufficiently complete, in accordance with the Contract Documents, so that Videoconferencing Equipment in meeting rooms and other affected areas of the Conference Center and Hotel may be used as intended. Notwithstanding any other terms, conditions or provisions found in this paragraph or other parts of the Contract Documents, the Assistant General Manager shall at all times and for all purposes have the final and exclusive authority and discretion to determine whether the Project is Substantially Complete.

1.17 The term “Commencement Date” shall mean the date certain specified in a written

notice (or e-mail) to proceed issued by the Assistant General Manager to the Contractor for commencement of the Work.

1.18 The term “Benchmark” shall mean BMC-The Benchmark Management Company, which

pursuant to contracts manages both the Hotel and the Conference Center. 1.19 The term “Videoconferencing Equipment” shall mean the videoconferencing and

simulcast equipment and systems that are the subject of the Project. 1.20 “Assistant General Manager” refers to Hotel Roanoke & Conference Center Assistant

General Manager R. D. Wright or his successor.


2. PURPOSE AND BACKGROUND

2.1 The purpose of this Request for Proposals (“RFP”) is the procurement of a qualified entity to carry out the Project. Any qualified Offeror may respond to this RFP by submitting a Proposal consistent with the terms and conditions set forth in the Contract Documents. A final scope of Services will be negotiated with the successful Offeror.

2.2 Owner seeks competitive Proposals from qualified Offerors to carry out the Project.

The Successful Offeror shall enter into the Contract with Owner.

2.3 Each Offeror must be able to demonstrate that it or its predecessor-in-interest has a minimum of three (3) years’ experience in the videoconferencing equipment trade or industry and that some or all of its prior clients have been conference centers, hotels or similar commercial properties.

3. SERVICES AND ITEMS REQUIRED FROM THE SUCCESSFUL OFFEROR 3.1 Services and/or items the Successful Offeror shall provide the Conference Center are

outlined in these Instructions to Offerors and in the Specification and other Contract Documents.

4. CONTRACTOR’S FEE OR CHARGES 4.1 Each Proposal may specify the Offeror’s nonbinding, estimated fee or proposed

compensation structure. But submission of this nonbinding estimate is optional. The absence of a fee estimate shall not be counted against the Proposal to any extent.

5. QUESTIONS CONCERNING CONTRACT DOCUMENTS 5.1 Any questions about the Contract Documents should be addressed in writing to the

Assistant General Manager. 6. ADDENDA 6.1 Any significant changes, including corrections of omissions and discrepancies, that may

be made to the Contract Documents will be in the form of Addenda which will be forwarded to all prospective Offerors who have received a proposal package. Receipt by the Offeror of such Addenda shall be acknowledged in its Proposal. Only the Assistant General Manager has authority to issue Addenda. Owner expressly disclaims responsibility for Offeror’s failure to obtain any Addenda from the Assistant General Manager. Offeror is solely responsible for obtaining a copy of any and all Addenda issued.


7. PREPARATION OF PROPOSALS 7.1 Each Offeror is responsible for examining carefully the site of the Project and the

Contract Documents and any Addenda. By submitting a Proposal, the Offeror will be deemed to have investigated and considered the conditions to be encountered at the Project site; the character, quality, and quantities of Work to be performed; the materials to be furnished; and the requirements of the Contract Documents.

7.2 Each Offeror shall comply with all applicable Commission resolutions, City of Roanoke

ordinances, and state and federal laws, including licensure requirements of all kinds. A Proposal from an Offeror who is not properly licensed under any applicable law shall be rejected.

8. SUBMISSION OF PROPOSALS

8.1 The Proposal and any information required to be submitted as part of the Proposal shall be

enclosed in a sealed, opaque envelope and addressed as follows:

Larry Johnson Director of Finance

Hotel Roanoke & Conference Center 110 Shenandoah Avenue Roanoke, Virginia 24016

8.2 The Offeror is responsible for timely delivery of its Proposal at the location designated

above on or before October 13, 2020, at 2:00 p.m. 9. REJECTION OF PROPOSALS

9.1 Owner reserves the right to waive any defects or informalities in any Proposal and to

reject any or all Proposals, should rejection be deemed in the best interest of the Owner and consistent with the Virginia Public Procurement Act.

9.2 Reasonable grounds for believing any Offeror is interested in more than one Proposal for

the Contract may cause the rejection of all Proposals in which that Offeror is interested.

9.3 Should no notice of Proposal acceptance be issued by Owner within sixty (60) consecutive, calendar days of the date Proposals are opened, all Proposals will be deemed withdrawn.

10. COMPLIANCE WITH STATE LAWS AUTHORIZING FOREIGN AND DOMESTIC

ENTITIES TO TRANSACT BUSINESS IN VIRGINIA

An Offeror organized to transact business in the Commonwealth of Virginia pursuant to


Title 13.1 or Title 50 of the Code of Virginia (including but not limited to corporations, limited liability companies and partnerships) must include in its Proposal the identification number issued to the Offeror by the Virginia State Corporation Commission. Any Offeror not required to be authorized to transact business in the Commonwealth as a foreign business entity until Title 13.1 or Title 50 or as otherwise required by law shall include in its Proposal a statement describing why the Offeror is not required to be so authorized. All Offerors must complete, sign and submit with their Proposals the form attached as Exhibit A to these Instructions to Offerors.

11. SELECTION PROCESS

11.1 Owner may cancel this RFP or reject proposals at any time prior to an award, and is not

required to furnish a statement of the reason why a particular Proposal was not deemed to be the most advantageous. Should Owner determine in writing and in its sole discretion that only one Offeror is fully qualified, or that one Offeror is clearly more highly qualified than the others under consideration, a Contract may be negotiated and awarded to that Offeror.

11.2 All Proposals submitted in response to this RFP will be reviewed by Owner for

responsiveness prior to referral to a selection committee or person. A committee consisting of Conference Center personnel and/or others will then evaluate all responsive Proposals, conduct negotiations, and make recommendations to the Commission. Owner reserves the right to reject any and all Proposals, to waive any informality or irregularity in the Proposals received, and to make the award to the Offeror whose Proposal is deemed to be in the best interest of the Conference Center.

11.3 Offerors may be required to give an oral presentation of their Proposal to the selection

committee or person. This provides an opportunity for the Offeror to clarify or elaborate on the Proposal. This is a fact finding and explanation session only and does not include negotiation. Oral presentations are strictly at the option of the Commission and may or may not be conducted. As part of their Proposals, Offerors are encouraged to submit recommendations, sketches, plans or samples.

11.4 A numerical scoring system will not be used in Owner’s evaluation of Proposals.

12. EVALUATION CRITERIA

12.1 Owner shall interview Offerors deemed most qualified on the basis of their Proposals.

After the interview process is complete, major criteria to be considered in the final selection process may include, but shall not necessarily be limited to, the factors referred to above and those set forth below:

A. The background, education and experience of the Offeror in providing similar

services and products elsewhere, including the level of experience in working


with hotels/conference centers or similar commercial properties and the quality of services performed or items supplied on those prior projects.

B. Reasonableness/competitiveness of proposed fee structure, although the

Commission is not bound to select the Offeror who proposes the lowest price. The Commission reserves the right to negotiate fees with the selected Offeror(s).

C. The Offeror’s responsiveness and compliance with the RFP requirements and

conditions. D. The Offeror’s history and demonstrated, operational competency to carry out

the Project requested by the Commission through this RFP in a prompt and timely fashion by December 15, 2020.

E. The qualifications of the individuals assigned to the Project. F. Demonstrated ability to serve customers in a friendly, professional and efficient

manner. G. The quality of any proposed products and materials proposed in response to this

RFP. H. Determination that the selected Offeror has no contractual relationships which

would result in a conflict of interest arising out of this Contract.

13. INFORMATION ON CONTRACT TO BE AWARDED

13.1 The Contract form contains terms and conditions that Owner plans to include in any

Contract that may be awarded, but such terms and conditions may be changed, added to, deleted, or modified as may be agreed to between the Owner and the Offeror during negotiations. However, if an Offeror has any objections to any of the terms or conditions set forth in the form Contract or any changes or additions thereto that the Offeror wants to discuss during negotiations, the Offeror should set forth such objections, changes, or additions in such Offeror’s proposal submitted in response to this RFP.

REQUEST FOR PROPOSALS Sealed proposals are hereby solicited for:

SUPPLY AND INSTALLATION OF VIDEOCONFERENCING EQUIPMENT AND SYSTEMS IN THE CONFERENCE CENTER OF ROANOKE

The Hotel Roanoke Conference Center Commission hereby requests proposals pursuant to VA. CODE ANN. § 2.2-4301 from firms and persons to install videoconferencing and simulcast equipment and systems in the Hotel Roanoke Conference Center. Supply and delivery of the equipment and systems to be installed are included within the scope of this Project as part of the successful offeror’s responsibility. Instructions to Offerors, Specifications and General Conditions are contained in the Details of Request for Proposals which is incorporated by reference into this Request for Proposals. The selection process shall be by competitive negotiation. This project must be completed by December 15, 2020. The Details of Request for Proposals may be picked up between 8:30 a.m. and 4:30 p.m. at the office of R. D. Wright, Assistant General Manager, Hotel Roanoke and Conference Center, 110 Shenandoah Avenue, N.W., Roanoke, Virginia 24016, by mail or e-mail to Mr. Wright at [email protected]. Written proposals must be received by 2:00 p.m. on October 13, 2020, by Mr. Larry Johnson, Director of Finance, Hotel Roanoke and Conference Center at the address set out above. Proposals shall be evaluated in accordance with a number of factors described in the Details of Request for Proposals, including the Offeror’s proposed price for providing the requested services. THIS PUBLIC BODY DOES NOT DISCRIMINATE AGAINST FAITH-BASED ORGANIZATIONS.