Attachment B Supplemental Terms and Conditions.pdf

ATTACHMENT B

SUPPLEMENTAL TERMS AND CONDITIONS

TO REQUEST FOR PROPOSALS

FOR ARCHITECTURAL AND ENGINEERING SERVICES

FOR THE DESIGN OF A FIRE STATION

IN THE TOWN OF NARROWS, VIRGINIA

This Supplemental Terms and Conditions is incorporated into and made a part of the Request for Proposals for Architectural and Engineering Services for the Design of a Fire Station in the Town of Narrows, Virginia (the “RFP”). Any contract resulting from the RFP shall include the following supplemental terms and conditions (the “Supplemental Terms”).

References to "Contractor" in this Supplemental Terms shall be deemed to apply to any offeror to the RFP and the successful offeror under any agreement resulting therefrom. References to "Owner" shall mean the Town of Narrows and references to “Contractor” shall mean the offeror.

1. Non-Discrimination: During the performance of the agreement, Contractor agrees as follows:

A. Contractor shall not discriminate against any employee or applicant for employment because of race, religion, color, sex, national origin, age, disability, or any other basis prohibited by state law relating to discrimination in employment, except where there is a bona fide occupational qualification reasonably necessary to the normal operation of Contractor. Contractor agrees to post in conspicuous places, available to employees and applicants for employment, notices setting forth the provisions of this nondiscrimination clause.

B. Contractor, in all solicitations or advertisements for employees placed by or on behalf of 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 these provisions.

D. Contractor shall include the foregoing provisions concerning non-discrimination in every subcontract or purchase order of over ten thousand dollars ($10,000.00) so that the provisions will be binding upon each subcontractor or vendor.

2. Drug-Free Workplace: During the performance of the agreement:

A. Contractor agrees to (i) provide a drug-free workplace for employees; (ii) post in conspicuous places, available to employees and applicants for employment, a statement notifying employees that the manufacture, sale, distribution, dispensation, possession, or use of a controlled substance or marijuana is prohibited in the workplace and specifying the actions that shall be taken against employees for violations of this prohibition; (iii) state in all solicitations or advertisements for employees placed by or on behalf of Contractor that it 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 or vendor.

B. For the purposes of the above, “drug-free workplace” means a site for the performance of work done in connection with the agreement, or a subcontract or purchase order awarded to a subcontractor or vendor in accordance with the Virginia Public Procurement Act, the employees of whom are prohibited from engaging in the unlawful manufacture, sale, distribution, dispensation, possession or use of any controlled substance or marijuana during the performance under the subcontract or the agreement.

3. Faith-Based Organizations: Pursuant to Virginia Code § 2.2-4343.1, in all invitations to bid, requests for proposals, contracts, and purchase orders, the Owner does not discriminate against faith-based organizations.

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

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

NOTICE

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

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

4. Insurance Coverages: Contractor shall provide insurance as set out in the request for proposal or invitation to bid. The Owner shall be named as an additional insured under all required insurance policies.

5. Claims Procedure: Notwithstanding any other provision contained in this agreement, contractual claims or disputes by Contractor, whether for money or other relief, as a condition precedent to pursuing any other legal remedy, shall be subject to the following procedure:

All such claims shall be submitted in writing no later than sixty (60) days after final payment;

provided, however, that Contractor shall give the Owner written notice of its intention to file a claim or dispute within fifteen (15) days after the occurrence upon which the claim or dispute shall be based. Any written notice of Contractor's intention to file such a claim or dispute need not detail the amount of the claim but shall state the facts and/or issues relating to the claim in sufficient detail to identify the claim, together with its character and scope. Whether or not Contractor files such written notice, Contractor shall proceed with the work as directed. If Contractor fails to make its claim or dispute or fails to give notice of its intention to do so as provided herein, then such claim or dispute shall be deemed forfeited.

The Owner, upon receipt of a detailed claim, may at any time render its decision and shall render such decision within sixty (60) days of the claim. Each such decision rendered shall be forwarded to the Contractor by written notice.

If the Contractor disagrees with the decision of the Owner concerning any pending claim, the

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

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

6. Payment Provisions: Pursuant to Virginia Code § 2.2-4354, the Contractor covenants and agrees to:

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

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

and, C. Pay interest to the subcontractor on all amounts owed by Contractor that remain unpaid after seven (7) days following receipt by Contractor of payment from the Owner for work performed by the subcontractor under the contract, except for amounts withheld as described above. Unless otherwise provided under the terms of the contract, interest shall accrue at the rate of one percent per month.

D. Subject to the provisions of Virginia Code § 2.2-4354(1), in the event that the Contractor has not received payment from the Owner for work performed by a subcontractor under the contract, the Contractor shall pay subcontractor within sixty (60) days of the receipt of an invoice following satisfactory completion of the work for which the subcontractor has invoiced.

Contractor shall include in its contracts with any and all subcontractors the requirements stated above.

7. Immigration Laws: Pursuant to Virginia Code § 2.2-4311.1, during the performance of the agreement, the Contractor shall not knowingly employ an unauthorized alien as defined in the federal Immigration Reform and Control Act of 1986.

8. Authority to Transact Business: Pursuant to Virginia Code § 2.2-4311.2, if Contractor is organized as a stock or nonstock corporation, limited liability company, business trust, or limited partnership or registered as a registered limited liability partnership, Contractor must be authorized to transact business in the Commonwealth of Virginia as a domestic or foreign business entity as required by Virginia Code Title 13.1 or Title 50 or as otherwise required by law.

9. Certifications. Contractor certifies and agrees to the following:

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

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

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

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

E. Contractor understands that collusive bidding is a violation of the Virginia Governmental Frauds Act, the Virginia Public Procurement Act, and federal law, and can result in fines, prison sentences, and civil damage awards and agrees to abide by all conditions of this proposal.

10. Collusion: Contractor shall comply, as applicable, with the requirements of Virginia Code Section 2.2-4374 of the Virginia Public Procurement Act. Furthermore, Contractor understands that collusive bidding is a violation of the Virginia Governmental Frauds Act, the Virginia Public Procurement Act, and federal law and can result in fines, prison sentences, and civil damage awards.

11. Warranties: Contractor represents and warrants that it has the requisite experience, skills, capabilities, and manpower to perform the requirements of the agreement in a good and workmanlike manner; that it is a legal business entity chartered or authorized to do business in Virginia; that it has all licenses necessary to perform the requirements of the agreement; and that the individual signing the agreement on Contractor’s behalf is fully authorized to bind Contractor to the terms and conditions of the agreement. In addition, Contractor agrees to perform the services under the agreement in accordance with customary standards of skill and care of Contractor’s profession for projects of similar scope and complexity, and in accordance with applicable governmental regulations and requirements.

12. Reservation of Rights: Selection of the successful offeror or bidder will be performed in accordance with the Virginia Public Procurement Act. In connection with any request for proposal or invitation to bid, the Owner reserves the right to accept or reject any or all proposals or bids and to waive any technicalities, informalities, and irregularities. Furthermore, the Owner reserves the right to negotiate with any qualified offeror or bidder or to modify or cancel in part or in its entirety the request for proposal or invitation to bid. Furthermore, the issuance of a request for proposal or invitation to bid by Owner does not commit the Owner to award a contract, to pay any costs incurred by Contractor in the preparation of a proposal or bid, or to procure or contract for services. Prior to the execution of the agreement, the Owner reserves the right to require the successful offeror or bidder to furnish performance and payment bonds with corporate surety in the amount of contract price, as provided by the Virginia Public Procurement Act.

13. Withdrawal of Proposal: Any proposal or bid made in response to a request for proposal or invitation to bid may not be withdrawn after the time set for the receipt of proposals or bids and for a period of sixty (60) days thereafter.

14. Indemnification: The Contractor agrees to indemnify, defend, and hold harmless the Owner, and its officers, agents, and employees from any claims, damages, and actions of any kind or nature, whether at law or in equity, arising from or caused by (i) the use of any materials, goods, vehicles, or equipment of any kind or nature furnished, owned, leased, or utilized by Contractor; (ii) any services of any kind or nature provided by the Contractor; or (iii) Contractor’s performance of its obligations under the agreement, provided that such liability is not attributable to the sole negligence of the Owner.

Furthermore, this provision shall survive termination or expiration of the agreement.

15. Ownership of Documents: All documents, including, without limitation, plans, reports, studies, data compilations, photographs, and other documents developed during the performance of Contractor’s obligations under the agreement (the "Service Documents"), shall become the sole property of the Owner and shall be deemed to be a "work for hire." The Owner may use the Service Documents for any future purpose it chooses and shall own the intellectual property rights to all materials produced under the agreement.

16. Proprietary Information: The Owner is a public body subject to the Virginia

Freedom of Information Act. Trade secrets and proprietary information submitted by Contractor shall not be subject to public disclosure under the Act; provided, however, that the Contractor complies with the requirements and invokes the protections of Virginia Code Section 2.2- 4342(F) in writing either before or after disclosure of the trade secret or proprietary information to Owner.

17. Modification; Assignment; Waiver; Severability: The agreement constitutes the entire agreement between the Contractor and Owner. Modifications, additions, or changes to the terms and conditions of the agreement may not be made except as agreed to in writing by the Owner. Furthermore, the agreement may not be assigned to a third-party unless agreed to in writing by the Owner. Any failure of Owner to demand rigid adherence to one or more terms of the agreement shall not be construed as a waiver of any rights Owner has under the agreement.

Any waiver of a term of the agreement, in whole or part, must be in writing and signed by the party granting the waiver to be effective. If any provision of the agreement is held by a court to be illegal, invalid, or unenforceable for any reason, such provision shall be severable from the agreement, and the remaining provisions shall remain in full, force, and effect.

18. Governing Law; Enforcement: The agreement shall be governed in all respects whether as to validity, construction, performance, or otherwise by the laws of the Commonwealth of Virginia. During the performance of the agreement, the Contractor shall comply with all federal, state, and local rules, laws, and regulations. In the event that either party is required to enforce the terms of the agreement, the parties agree that the exclusive jurisdiction for enforcement of the agreement shall be in the Circuit Court for Giles County, Virginia.

Furthermore, in the event that either party is required to enforce the terms of the agreement, the prevailing party shall be entitled to recover their costs incurred in enforcing the agreement, including their attorney’s fees.

19. Project Funding; Notice: Owner and Contractor acknowledge that the project and work described in the RFP may be funded in whole or in part by a federal EPA Grant administered through the Green & Healthy Homes Initiative (GHHI) (the “Grant”). Owner and Contractor agree to comply with all federal, state, and local rules, laws, and regulations relating to the use of Grant funding for the project and services. Furthermore, the Owner and Contractor agree to comply with the provisions of the federal inserts and notices attached to this RFP as Subparts A-H.