GenCond30Bv2.doc

GENERAL CONDITIONS FORPRIVATE

PROCUREMENT CONTRACTS

The Boston Housing Authority, hereinafter referred to as the Authority, does hereby establish the following General Conditions, applicable to this Solicitation and any subsequent purchase order or contract resulting therefrom.

1.0 Award 1.1 The Authority reserves the right to accept or reject any or all bids or portion thereof and to waive informalities or minor irregularities in bids received where such acceptance, rejection, or waiver is deemed to be in the best interest of the Authority.

1.2 Except as otherwise stated in the bidding documents, the Authority may accept any item or group of items of any bid unless qualified by specific limitation of the bidder.

1.3 Award will be made to the lowest responsive and responsible bidder. A responsive bidder is one who promises to supply the specified supply and/or service and whose bid is properly and completely submitted. A responsible bidder is one who possesses the necessary resources, ability and integrity to fully perform the contract.

1.4 To determine resources, ability and integrity, elements considered will include but not limited to: whether the bidder a) maintains a permanent place of business, b) has an adequate plan and the equipment to do the work properly and expeditiously, c) has a suitable financial status to meet the obligations incident to the work, d) has appropriate technical experience. The Authority reserves the right to request additional information from any bidder in order to evaluate his/her resources, ability and integrity and to reject a bid where the information submitted does not satisfy the Authority that the bidder is qualified to carry out the details of the contract.

1.6 An award mailed (or otherwise furnished) to the successful bidder within the time for acceptance specified in the bid results in a binding contract without further action by either party. The contract shall be interpreted, construed, and given effect in all respects according to the laws of the Commonwealth of Massachusetts.

2.0 Specifications 2.1 All specifications included as a part of this Invitation are designed to set forth the level of quality and performance desired by the Authority, and are intended to be descriptive, not restrictive. Whenever any article, material, or equipment is described by use of a product or brand name, or by using the name of a manufacturer or vendor, the use of same is for informative purposes only, and the term "or equal" if not inserted, is implied.

2.2 Bidders may submit alternate offers on items they deem to be equal or superior in quality and performance to the specifications set forth. However, such offers must designate the manufacturer, brand or trade name, and model number of the items offered, and be accompanied by descriptive material in the form of literature, catalog cuts and specifications fully describing the items proposed, and detailing any deviations from the specification established by the Authority. Failure to provide this information will be at bidder's risk and may be cause for rejection of the items offered.

2.3 The Authority reserves the right to require such additional information, samples and, if practicable, demonstration of items offered as may be necessary to allow a full and complete evaluation of all bids. Samples and/or demonstrations will be supplied promptly and free of charge to the Authority. Failure to provide samples within five (5) business days may be grounds for bid rejection. Samples will upon request, and if not destroyed by testing, be returned at the bidder's expense.

2.4 The responsibility to determine the equivalence of quality and performance of any item offered to the specifications established for this Invitation rests solely with the Authority and its decision shall be final.

2.5 In the event any bidder feels the Authority's Invitation to Bid is unfairly restrictive, the matter shall be promptly brought to the attention of the Director of Procurement immediately upon receipt of the Solicitation in order that the matter may be fully considered and appropriate action taken by the Authority prior to the time set for closing of bids.

2.6 Drawings, specifications, photographs and other engineering and manufacturing information, patterns, molds and dies furnished by the Authority shall remain the Authority's property unless otherwise specified, shall be returned upon request or when no longer needed for performance hereunder, shall not be duplicated and shall not be used or divulged for any purpose other than performance hereunder without written consent of the Authority.

3.0 Delivery and Remedies for Default 3.1 All prices bid are to include delivery to the place designated by the Authority. No charges for delivery, drayage, parcel post, packing, cartage, insurance, license fees, or for any other purpose will be paid by the Authority.

3.2 All prices bid are to be FOB destination . Contractor shall retain title to merchandise until accepted by the Authority at the place designated for delivery. Contractor shall be responsible for filing all claims for damage or loss resulting from shipment, and shall provide timely remedy to the Authority for any loss thereby incurred.

3.3 All items covered by this contract shall be subject to inspection and acceptance at destination. Any material found to be damaged, as well as broken seals on packages or unmarked packages shall be removed and replaced by the Contractor at no cost to the Authority.

3.4 In the event any item furnished by the Contractor in performance of the contract should fail to comply with the specifications established as a basis for award of the Invitation, the Authority may reject the same, and it shall thereupon become the duty of the Contractor to reclaim and remove the same forthwith without expense to the Authority, and immediately to replace all such rejected items with others conforming to said specifications; provided that should the Contractor fail, neglect or refuse to do so, the Authority shall thereupon have the right to purchase in the open market, at the then prevailing price, a corresponding quantity of any such items, and to deduct from any monies due or that may thereafter become due to the Contractor the difference between the price named in the contract and the actual cost thereof to the Authority. In addition and without limiting any other remedies available to the Authority, the Contractor shall be liable for all losses, costs and expenses incurred by the Authority which result from such non-compliance.

3.5 Acceptance of items at destination shall not relieve the Contractor from the obligation to correct any incomplete, inaccurate, or defective deliveries in accordance with these General Conditions.

3.6 The time of delivery as set forth herein is an integral part of this Invitation and resulting contract. If Contractor fails to make delivery within the time established the Authority may, at its option, declare the Contractor to be in default, and his proposal and resulting contract to be null and void. In such eventuality, the same rights and remedies set forth in paragraph 3.4 shall apply.

3.7 Contractors shall be excused from performing hereunder during the time and to the extent that they are prevented from obtaining, delivering, or performing in the customary way because of fire, strike, acts of God, partial or total interruption, loss or shortage of transportation facilities, lockout, or commandeering of raw materials, products, plants or facilities by the government, providing it is satisfactorily established that the non-performance is not due to fault or negligence of the party not performing.

4.0 Warranty 4.1 The Contractor warrants (a) that goods, supplies, materials, and equipment covered by this contract conform to the specifications, design, drawings, samples and other descriptions referred to in this contract; (b) that such goods, supplies, materials, and equipment are free from defects in materials and workmanship, patent or latent; and (c) that such goods, supplies, materials and equipment are fit for ordinary purposes for which they are used, and fit for such particular purposes as the Contractor has reason to know or should know.

5.0 Conflict of Interest 5.1 No member, officer, or employee of the Authority during his/her tenure or for one year thereafter shall have any interest , direct or indirect, in any property included, or any contract for property, materials, or services to be furnished or used in connection with this contract or the proceeds thereof.

6.0 Non-Discrimination and Verification of Compliance 6.1 The Contractor agrees, and shall require all Sub-Contractors to agree, not to discriminate in connection with the performance of work under this contract against any employee or applicant for employment because of sex, race, religious creed, national origin, or age. The Contractor agrees and shall require all Sub-Contractors to agree, to post in conspicuous places notices to be provided by the Massachusetts Commission Against Discrimination setting forth provisions of the Fair Employment Practice Law of this Commonwealth. The Contractor further agrees to comply with the provisions of Chapter 151B as amended, of the General Laws of the commonwealth and the requirements of Presidential Executive Order 11246 as amended. The Authority may terminate or suspend this contract, in whole or in part, for any violation of this contract.

6.2 The Contractor shall furnish all information and reports requested by the Authority for the purpose of investigations to ascertain compliance with statutes, regulations, rules, and orders governing the employment practices of the Contractor. Such employment practices shall include, but not limited to wage rates, hours or work, and the employment practices described in paragraph 6.1, above. The Contractor will permit access to his books, records, and accounts by the Authority, Secretary of Housing and Urban Development, U.S. Secretary of Labor Massachusetts Executive Office of Communities and Development, Massachusetts Commission Against Discrimination and/or other federal and state agencies as appropriate for the purpose of such investigations.

7.0 Assignment 7.1 The Contractor's obligation and duties under this contract shall not be assigned in whole or in part by the Contractor without the prior written approval of the Authority.

8.0 Indemnification 8.1 The Contractor agrees to indemnify and save the Authority harmless from and against any and all costs, losses, expenses, liabilities, damages or claims for damages, including reasonable attorneys' fees and expenses, on account of any injury or damage to buildings, improvements, or property of the Authority or on account of any injury (including death) or damage to any person, persons, firm, corporation or association, or on account of any infringement or claim of infringement of patents, arising out of or resulting from the deliveries provided for or performed under this contract or from any act, omission or negligence of the Contractor, his agents, employees, or assigns. The foregoing provisions shall not be deemed to be released, waived or modified in any respect by reason of any surety or insurance provided by the Contractor under contract.

9.0 Notice 9.1 Any action, notice or request to be taken, given or made by the Authority hereunder may be taken, given or made only by such person or persons as the Authority may authorize for the purpose. All notices or requests required to be given or made to the Contractor hereunder shall be deemed to be duly and properly given or made if mailed or delivered to the Contractor at the address specified herein, delivered personally to the Contractor, or sent and received by the Contractor’s Contract Manager (with confirmation of actual receipt) through the Contractor provided fax number(s) or electronic mail address(es) will meet any requirements for written notice under the Contract. All notices, requests or other papers required to be given or delivered to the Authority hereunder shall be sufficiently given or delivered if mailed, postage prepaid to the Boston Housing Authority, Procurement Department, 6th floor, 52 Chauncy Street, Boston, MA 02111 or such other representative or address as the Authority may designate in writing.

10.0 Termination 10.1 If the Contractor, in the sole judgment of the Authority, shall violate or fail properly to comply with or perform in any material respect any condition, provision, or warranty hereof, the Authority shall have the right by prior written notice to the Contractor, to terminate this contract and have the deliveries called for hereby otherwise performed, without prejudice to any other rights or remedies of the Authority under this contract, and the Contractor shall pay any excess in the Authority's cost to so procure the goods, supplies, materials or equipment.

10.2 The Authority shall have the right, by written notice to the Contractor so stating, to terminate this contract in whole or in part without cause, and in such event the Authority shall pay: (a) for goods, supplies, materials, and equipment furnished up to the time of termination at the contract price upon delivery; (b) for work in process in the amount of the Contractor's cost, determined in accordance with ordinary accepted accounting practices, up to the time of termination; and (c) for raw materials purchased by the Contractor as of the date of termination and which are noncancellable, at the Contractor's actual cost plus reasonable handling charges, but only to the extent that such raw materials were purchased in reliance upon this contract and are useful solely with respect to this contract.

10.3 Upon receipt of a notice of termination, the Contractor shall immediately cease all work hereunder and cancel all orders placed with respect to this contract. The Contractor's failure to so cancel shall relieve the Authority of the obligations of paragraph 10.2 above.

11.0 Insurance 11.1 If any or all of the Contractor's performance is to be rendered on the Authority's premises, the Contractor shall carry statutory workmen's compensation insurance and such additional insurance as is prescribed; provided, however, the Authority at its option may accept the Contractor's Blanket Insurance Certificate, which, if accepted, shall cover all work performed by the Contractor on the Authority's premises during the term of the policies listed on such Blanket Insurance Certificate.

12.0 Right to Know 12.1 Any Contractor who receives an order or orders resulting from this Invitation agrees to submit a Material Safety Data Sheet (MSDS) for each toxic or hazardous substance or mixture containing such substance, pursuant to M.G.L. C111F SS8, 9 and 10 and the regulations contained in 441 CMR S21.06 when deliveries are made. The Contractor agrees to deliver all containers properly labeled pursuant to M.G.L. C111F S7 and the regulations contained in 441 CMR S21.05. Failure to submit an MSDS and/or label on each container will place the Contractor in non-compliance with the purchase order and subject to remedies.

12.2 Failure to furnish MSDS's and/or labels on each container may result in civil or criminal penalties, including bid debarment and action to prevent the Contractor from selling said substances, or mixtures containing said substances within the Commonwealth.

12.3 All Contractors furnishing substances or mixtures subject to Chapter 111F of M.G.L. are cautioned to obtain and read the law and rules and regulations referenced above. Copies can be obtained from the State House Book Store, Secretary of State, State House, Room 117, Boston, MA. (617- 727-7030) for $2.00 plus $.65 for postage.

13 Links to policies, procedures and legal references. Text that appears underlined in the Solicitation documents indicates a "hyperlink" that will link you to an Internet or bookmarked site for the particular reference being cited. Pressing the "Alt" and "F9" keys while in the Microsoft® Word version of this document will display the full text of hyperlinks which can be copied and pasted or typed into your Internet browser address field if you can not connect directly to the Internet by clicking on a hyperlink. Hyperlinks to legal requirements such as statutes and regulations are links to unofficial versions of these documents. While reasonable efforts have been made to assure the accuracy of the data provided, Contractors should consult with their legal counsel to ensure compliance with all legal requirements.

� FOB destination: Contractor must at its own expense and risk transport the goods to the specified BHA delivery point(s) and there tender delivery of goods in the manner provided in this contract.

Any changes to the official printed language of this form shall be void. The official form or document of record shall be the form posted on Comm-Pass or COMMBUYS for the solicitation.