General Conditions - 4.23.19.pdf

2659508.1 5/9/2016

WILLIAM FLOYD UNION FREE SCHOOL DISTRICT

GENERAL CONDITIONS

All invitations to bid issued by the William Floyd Union Free School District (the “School District”) will bind bidders and successful bidders to the conditions and requirements set forth in these general conditions, and such conditions shall form an integral part of each purchase contract awarded by the School District.

DEFINITIONS

"School District" Shall be the legal designation of the William Floyd Union Free School District.

"Notice to Bidders" A formal statement which, when issued by the School District, constitutes an invitation to bid on the materials, supplies, equipment and/or services described by the specifications.

"Board" The Board of Education of the School District.

"Bid" An offer to furnish materials, supplies, equipment, and/or services in accordance with the invitation to bid, the general conditions, bid instructions, the specifications, and other Bid Documents.

"Bid offer" The form on which the bidder submits the bid.

"Bidder" Any individual, sole proprietorship, d/b/a, trade name, fictitious business entity, firm, general partnership, limited partnership, limited liability partnership, limited liability limited partnership, limited liability company, professional limited liability company, cooperative, corporation, professional corporation, joint venture, company, or other legal entity submitting a bid to the School District.

“Bid Documents” Includes the Notice to Bidders, Instructions to Bidders, all terms, conditions, requirements, and specifications set forth in this General Conditions, the Bid Form, all appendices and forms attached hereto, and all Addenda issued prior to the bid opening deadline.

"Contract" A notice to the successful bidder by the issuance of a purchase order; also, all documents relating to the transaction including, but not limited to, the bid offer of the successful bidder, notice to bidders, general information, general conditions, special instructions, specifications, notice of award, bid proposal certifications; also, a formal document signed by the successful bidder and the School District representative.

"Successful bidder" Any bidder to whom an award is made by the School District.

"Contractor" Any bidder to whom a contract award is made by the Board of Education of the School District.

"Specification" Description of materials, supplies, equipment, and/or repair services and the number/amount requested and the conditions for its purchase.

BIDS

1. The date, time, and place of bid opening will be given in the Notice to Bidders.

2. All bids must be submitted on bid offer forms and in accordance with instructions provided by the School District Board of Education.

3. All bids must be sealed. They must be submitted in envelopes furnished, if any, by the School

District. Otherwise, plain, opaque envelopes may be used, clearly marked “BID.” Also the date and time of the bid opening as indicated on the Notice to Bidders must appear on the envelope. Bids must not be attached to or enclosed in packages containing bid samples. Electronic mail, oral, telegraphic, telephone, and facsimile bids, quotations or amendments will not be accepted at any time.

4. All bids received after the time stated in the Notice to Bidders may not be considered and will be returned unopened to the bidder. The bidder assumes the risk of any delay in the mail or in the handling of the mail by employees of the School District. Whether sent by mail or by means of personal delivery, the bidder assumes responsibility for having its bid deposited on time at the place specified.

5. Before submitting a bid, bidder shall carefully study and compare the Bid Documents and check and verify pertinent figures therein and all applicable measurements, if any. Bidder shall promptly report in writing to the School District any conflict, error, ambiguity, or discrepancy that bidder may discover or reasonably should have discovered and shall obtain a written interpretation or clarification from the School District before submitting a bid. Bidder’s failure to promptly raise any conflict, error, ambiguity, or discrepancy in the Bid Documents shall be a waiver of any claim derived therefrom and bidder hereby releases the School District from any claim that may arise from any conflict, error, ambiguity, or discrepancy that is not promptly reported.

6. All information that is required by Notice to Bidders, General Conditions, Specifications, and Bid

Offer, in connection with each item against which a bid is submitted, must be given to constitute a regular bid. Conditional bids will be considered informal and may be rejected.

7. The School District may require each bidder to include with its bid a bid bond or certified check, payable to the School District, in the amount of five percent (5%) of the total amount of the base bid.

The bid security shall be enclosed in a sealed envelope containing the proposal.

8. Each bidder must state that no member of the School District Board of Education, nor any officer or employee thereof, directly or indirectly, has an interest in the bid or proposal.

9. Each bid must include properly completed (1) non-collusive bidding certification as required by General Municipal Law Section 103, and (2) Iran Divestment Act of 2012 certification as required by General Municipal Law Section 103-g.

10. The submission of a bid will be construed to mean that the bidder is fully informed as to the extent and character of the service, supplies, materials, or equipment required and a representation that the bidder can furnish the service, supplies, materials, or equipment satisfactorily in complete compliance with the Specifications.

11. No alteration, erasure, or addition is to be made in the typewritten or printed matter. Deviations from the Specifications must be set forth in space provided in bid for this purpose.

12. Prices and information required should be typewritten for legibility. Illegible or vague bids may be rejected. All signatures must be written. Facsimile, printed, electronic or typewritten signatures are not acceptable.

13. Sales to school districts are not affected by any fair trade agreements. (General Business Law, Sec.

369-a, sub. 3).

14. No charge will be allowed for Federal, State, or municipal sales and excise taxes since the William Floyd School District is exempt from such taxes. The price bid shall be net and shall not include the amount of any such tax.

15. In all Specifications, the words "or equal" are understood after each article giving manufacturer's name or catalog reference, or on any patented article. If bidding on items other than those specified, bidder must in every instance give the trade designation of the article, manufacturer's name, and detailed specifications of item it proposes to furnish. Otherwise, bid will be construed as submitted on the identical item as specified.

16. Bids on equipment must be on standard new equipment, of latest model and in current production, unless otherwise specified. All new equipment must carry the full manufacturer’s warranty and contain any instructions, manuals, and/or accessories included by the manufacturer.

17. All regularly manufactured stock electrical items must bear the label of the Underwriters' Laboratories, Inc.

18. Bidders shall submit with its bid Material Safety Data Sheets for all applicable products. Failure to do so may result in disqualification of the bidder.

19. When bids are requested on a lump sum basis, bidder must bid on each item in the lump sum group.

A bidder desiring to bid “no charge” on an item in a group must so indicate; otherwise bid for the group may be rejected.

20. All prices quoted must be “per unit” as specified. Failure to do so may result in rejection of bid. For example, do not quote “per case” when “per dozen” is requested; otherwise, bid may be rejected.

21. Bidder must insert the price per unit and the extensions against each item in its bid. In the event of a discrepancy between the unit price and the extension, the unit price will govern. Prices shall be extended in decimals, not fractions.

22. No interpretation of the meaning of the Specifications or other contract document will be made to any bidder orally. Every request for such interpretation should be in writing, addressed to the School District, not later than five (5) days prior to the date fixed for the opening of bids. Notice of any and all such interpretations and any supplemental instructions will be sent to all bidders of record by the School District in the form of addenda to the Specifications. All addenda so issued shall become a part of the contract documents.

23. Failure of any bidder to receive any addenda shall not relieve such bidder from any obligation under this bid as submitted.

25. The School District reserves the right to make such investigation as it may deem necessary or advisable to determine any bidder’s ability to do the work, and the bidder shall furnish to the School District, on request, all data and information pertinent thereto. The School District reserves the right to reject any bid if such investigation fails to satisfy the School District that the bidder is fully qualified to do the work. Financial instability of a bidder, among other things, may be cause for a non-award.

26. Workers’ compensation, disability, employer’s liability, comprehensive general liability (bodily injury and property damage), comprehensive automobile liability (bodily injury and property damage) insurance, and such other insurance coverage statements as required by the purchasing agent in its sole and absolute discretion are required of all bidders. Notwithstanding the preceding sentence, automobile coverage is required for those who provide delivery, and bidders who use common carriers for delivery do not need automobile coverage statements. The successful bidder shall not commence work under this bid until it has obtained all insurance required by the purchasing agent from an A.M. Best rated “secured” insurer, authorized to conduct business in New York State, and the School District has approved such insurance.

SAMPLES

27. All Specifications are minimum standards; and accepted bid samples do not supersede specifications for quality unless bid sample is superior, in which case deliveries must be the same identity and quality as accepted bid sample.

28. The School District reserves the right to request a representative sample of the item quoted upon either prior to the award or before shipments are made. If the sample is not in accordance with the requirements of the Specifications, the School District may reject the bid; or, if award has been made, cancel the contract at the expense of the successful bidder.

29. Samples, when required, must be submitted strictly in accordance with instructions; otherwise, bid may not be considered. If samples are requested subsequent to bid opening, they shall be delivered as directed for bid to have consideration. Samples must be furnished free of charge and must be accompanied by descriptive memorandum invoices indicating if the bidder desires their return and specifying the address to which they are to be returned provided they have not been used or made useless by tests. Award samples may be held for comparison with deliveries. The School District will not be responsible for any samples destroyed or mutilated by examination or testing. The bidder at its expense shall remove samples. Samples not removed within fifteen (15) days after written notice to the bidder will be regarded as abandoned and the School District shall have the right to dispose of them as its own property.

30. When a specification indicates that an item to be purchased is to be equal to a sample, such sample will be on display at a designated location in the School District. Failure on the part of the bidder to examine sample shall not entitle the bidder to any relief from the conditions imposed in the proposal, specification, etc.

AWARD

31. Awards will be made based to the lowest responsive, responsible bidder, as will best promote the public interest. Consideration will be given, but not limited to, the reliability of the bidder, the quality of the materials, equipment, or supplies to be furnished, their conformity with the specifications, the purposes for which required, and the terms of delivery.

32. The School District reserves the right to reject all bids. Also reserved is the right to reject, for cause, any bid in whole or in part, and to waive technical defects, qualifications, irregularities, and omissions, if in its judgment the best interests of the School District will be served. Also reserved is the right to reject bids and to purchase items on State or county contracts if such items can be obtained on the same terms, conditions, specifications, and at a lower price.

33. The School District reserves the right to make awards within forty-five (45) days after the date of the bid opening during which period bids may not be withdrawn unless the bidder distinctly states in its bid that acceptance thereof must be made within a shorter specified time.

34. Where a bidder is requested to submit a bid on the total sum of all items, as well as on individual items, the right is reserved to award contracts on total sum basis, or an individual item basis, whichever is in the best interests of the School District.

35. The successful bidder shall, by the request of the Board of Education, disclose the following information to the School District: a listing of all corporate officers, partners and owners and home addresses of the same. Post office boxes will not be an acceptable address. Failure to comply with this request may result in the vendor being deemed ineligible to conduct business with the School District at the discretion of the Board and the bid may be disregarded. A vendor disclosure form will be sent to the winner of the bid. If original winning bidder chooses not to comply, a second bidder may be awarded the bid.

36. The School District reserves the right to accept the bid by items, or as a whole, to increase or decrease quantities, or at its sole discretion, to reject all bids and re-advertise the bid in the manner provided by Section 103 of the General Municipal Law.

37. If two or more bidders submit identical bids as to price, the decision of the School District Board of

Education to award a contract to one of such identified bidders shall be final. (General Municipal Law, Sec. 103, sub. 1.)

CONTRACT

38. Each bid will be received with the understanding that the acceptance thereof in writing by the School District Board of Education, to furnish any or all of the items described therein shall constitute a contract between the successful bidder and the School District. Contract shall bind the successful bidder on its part to furnish and deliver at the prices and in accordance with the conditions of its bid.

The contract shall bind the School District on its part to order from such successful bidder and to pay for at the contract prices, all items ordered and delivered, within ten (10) percent over or under the award quantity, unless otherwise specified.

39. The placing in the mail of a notice of award or purchase order to a successful bidder, to the address given in its bid, will be considered sufficient notice of acceptance of contract.

40. If the successful bidder fails to deliver as ordered, or within the time specified, or within reasonable time as interpreted by the School District, or fails to make replacement of rejected articles, when so requested immediately or as directed by the School District, the School District may purchase from other sources to take the place of the item rejected or not delivered. The School District reserves the right to authorize immediate purchase from other sources against item rejections or not delivered on any contract when necessary. On all such purchases the successful bidder agrees to reimburse the School District promptly for excess costs occasioned by such purchases. Should the cost be less, the successful bidder shall have no claim to the difference. Such purchases will be deducted from contract quantity.

41. A contract may be canceled at the successful bidder's expense upon non-performance of contract on five (5) calendar days’ written notice to the successful bidder. Upon notification of cancellation, the successful bidder shall immediately cease all work on the contract unless otherwise instructed in writing by the School District. In such event, the School District will assume no responsibility for any expense or loss to the successful bidder because of such cancellation or termination.

42. Cancellation of the contract for any reason may result in removal of the successful bidder's name from mailing list for future proposals for an indeterminate period.

43. Should any materials, or equipment delivered fail to the meet the specifications, the purchasing agent may, at its sole discretion require the bidder to replace the same with material or equipment that does meet the specifications. When materials, equipment, or supplies are rejected, the successful bidder, at its expense, must remove them from the premises of the School District within ten (10) days of notification. Rejected items left longer than ten (10) days will be regarded as abandoned, and the School District shall have the right to dispose of them as its own property.

44. No items are to be shipped or delivered until receipt of an official purchase order from the School

45. It is mutually understood and agreed that the successful bidder shall not assign, transfer, convey, sublet, or otherwise dispose of the contract or its right, title, or interest therein, or its power to execute such contract, to any other person, company, or corporation, without the previous written consent of the School District.

INSTALLATION OF EQUIPMENT

46. The successful bidder shall clean up and remove all debris and rubbish resulting from its work from time-to-time as required or directed by the School District in its sole and absolute discretion. Upon completion of the work, the premises shall be left in a neat, unobstructed condition, and the buildings broom cleaned, and everything in perfect repair and order. Old materials are the property of the successful bidder unless otherwise specified.

47. Equipment, supplies, and materials shall be stored at the site, only on the approval of the School

District and at the successful bidder's risk. In general, such onsite storage should be avoided to prevent possible damage or loss of the material.

48. Work shall progress so as to cause the least inconvenience to the School District and with proper consideration for the rights of other successful bidders or workmen. The successful bidder shall coordinate with other successful bidders and the School District to avoid inconvenience and install its work or deliver its materials promptly.

49. Bidders shall acquaint themselves with conditions to be found at the site and shall assume all responsibility for placing and installing the equipment in the locations required.

50. Equipment for trade-in shall be dismantled by the successful bidder and removed at its expense. The condition of the trade-in equipment at the time it is turned over to the successful bidder shall be the same as covered in the specifications, except as affected by normal wear and tear from use up to the time of trade-in. All equipment for trade-in is represented simply “as is.” Equipment for trade-in is available for inspection only at the delivery point listed for new equipment, unless otherwise specified.

GUARANTEES BY THE SUCCESSFUL BIDDER

51. The successful bidder guarantees:

(a) Its products against defective material or workmanship and to repair or replace any damages or marring occasioned in transit.

(b) To furnish adequate protection from damage for all work and to repair damages of any kind for which the bidder or its workmen are responsible, to the building or equipment, to its own work, or to the work of other successful bidders.

(c) To carry and maintain adequate insurance to protect the School District from loss in case of accident, fire, theft, etc.

(d) That all deliveries will be equal to the accepted bid sample.

(e) That the equipment delivered is standard, new, latest model of regular stock product or as required by the specifications; also that no attachment or part has been substituted or applied contrary to manufacturer's recommendations and standard practice. Every unit delivered must be guaranteed against faulty material and workmanship for a period of at least one-year from date of delivery. If during this period such faults develop, the successful bidder agrees to replace the unit or the part affected without cost to the School

(f) Any merchandise provided under the contract, which is or becomes defective during the guarantee period shall be replaced by the successful bidder free of charge with the specific understanding that all replacements shall carry the same guarantee as the original equipment. The successful bidder shall make any such replacement immediately upon receiving notice from the School District.

(g) To the fullest extent permitted by law, the successful bidder shall release, hold harmless, defend and indemnify the School District, along with its employees, administrators, agents, board members, and volunteers, from all claims for damages to property and bodily injury, including death, which may arise from the bid or bidder’s operations under the contract, including but not limited to claims brought against the School District by third parties, employees of the School District, or employees of the successful bidder.

DELIVERY

52. Delivery must be made in accordance with the instructions to bidders and specifications. If delivery instructions do not appear on order, it will be interpreted to mean prompt delivery. The decision of the School District as to reasonable compliance with delivery terms shall be final.

53. The School District must be notified twenty-four (24) hours in advance of any delivery. The School District reserves the right to deny acceptance of delivery at no cost to the School District if twenty-four (24) hour notice is not given.

54. The School District will not accept any deliveries on Saturday, Sundays, or legal holidays, except commodities required for daily consumption or where the delivery is for an emergency.

55. Items shall be securely and properly packed for shipment, storage, and stocking in shipping containers and according to acceptable commercial practice, without extra charge for packing cases, baling or sacks.

56. The successful bidder shall be responsible for the delivery of items in good condition. It shall file with the carrier all claims for breakage, imperfections, and other losses, which will be deducted from invoices. The School District will note for the benefit of successful bidder when packages are not received in good condition.

57. Unless otherwise stated in the specifications, all items must be delivered into and placed at a point within the building as directed by the shipping instructions or the agent for the School District. The successful bidder will be required to furnish proof of delivery in every instance.

58. Unloading and placing of the equipment and furniture is the responsibility of the successful bidder, and the School District accepts no responsibility for unloading and placing of equipment. Any costs incurred due to the failure of the successful bidder to comply with this requirement will be charged to the successful bidder. No help for unloading will be provided by the School District, and suppliers should notify their delivery providers accordingly.

59. If the supplies, materials, equipment or services are to be delivered or provided over an extended period of time, or if the Specifications so state, then the successful bidder may be required to execute an agreement in relation to the performance of its contract, such agreement to be executed by the bidder within 15 days after notification to execute such contract. If the Specifications so state, the successful bidder also may be required to furnish a performance bond equal to the full amount of the contract to guarantee the faithful performance of such contract. Such performance bond shall be maintained in full force and effect until the contract shall have been fully performed. The surety company furnishing such performance bond shall be authorized to do business in the State of New York and must be satisfactory to the School District. The successful bidder shall execute the performance bond at the time of the execution of the contract by the successful bidder and the Board.

60. All deliveries shall be accompanied by delivery tickets or packing slips. Ticket shall contain the following information for each item delivered:

(a) Contract Number and/or Purchase Order Number;

(b) Name of Article;

(c) Item Number (if applicable);

(d) Quantity; and

(e) Name of the Successful Bidder.

61. Cartons shall be labeled with purchase order or contract number, successful bidder's name and general statement of contents. Failure to comply with this condition shall be considered sufficient reason for refusal to accept the goods.

PAYMENTS

62. Payment will be made only after correct presentation of claim form or invoices as may be required.

63. Payments of any claim shall not preclude the School District from making claim for adjustment on any item found not to have been in accordance with the contract specifications.

64. Payment for the used portion of an inferior delivery will be made by the School District on an adjusted price basis.

SAVING CLAUSES

65. The successful bidder shall not be held responsible for any losses resulting if the fulfillment of the terms of the contract shall be delayed or prevented by wars, acts of public enemies, strikes, fire, floods, acts of God, or for any other acts not within the control of the successful bidder and which by the exercise of reasonable diligence it is unable to prevent.

66. In the event that any of the terms or provisions of this contract are declared invalid or unenforceable by any court of competent jurisdiction or any Federal or State Government Agency having jurisdiction over the subject matter of this contract, the remaining terms and provisions that are not effected thereby shall remain in full force and effect.

PIGGYBACKING CLAUSE

67. William Floyd School District shall make available to other authorized governmental entities the contract for the purchase of goods and/or services awarded as a result of this bid in accordance with NYS GML 103. However, it is understood that the extension of such contracts are at the discretion of the vendor and the vendor is only bound to any contract between the District and the vendor.

Additionally, the District reserves the right to purchase any goods or services included as a part of this bid from any means legally available to it at any time.

NOTE: A non-collusive bidding certification and Iran Divestment Act certification must be submitted with each bid.