General Terms and Conditions 9-1-23001.pdf

SECTION tr

SPECIAL TERMS AI\[D CONDITIONS

GOODS AND NOIIPROFESSIONAL SERVICES

The following is an index of Special Terms and Conditions clauses. Some are mandatoyvr'hereas others may be used at the buyer's disoetion in solicitations or negotiated contracts as the individual procurement may dictate. These clauses cover a bload speckum of goods, printing, and services and are followed by a brief explanation (indicated by an aslerisk *) of when each should be used. Other special terms and conditions may be developed and included in the solicitation when appropriate.

INDEX - SPECIAL TERMS AND CON'DITIONS

MANDATORY FOR MOST CONTRACTS

1.

2.

3.

4.

5.

A1IDIT

AWARD OF CONTRACI

CANCELLATION OF CONTRACT

evA ORDERS AND CONTRACTS

RENEWAL OF CONTRACT

B-1t B-l I B-14 B-14 B-14

6.

't.

8.

9.

10.

1t.

12.

lJ_ t4.

15.

16.

1'1.

18.

19.

20.

21.

22.

23.

24.

25.

26.

27.

28.

29.

30.

31.

32.

tJ.

34.

35.

36.

38.

39.

40.

41.

ASBESTOS

AS-BIJILT DRAWINGS

ADDITIONAL USERS

BEST AND FINAL OFFER

BID ACCEPTANCE PERIOD

BID BOND OR GUARANTEE

BID PRICES

BLANKET FIDELITY BOND

CERTIFICATION OF MEAT PRODUCTS

CERTIFIED TEST REPORT

CONTRACTOR /SUBCONTRACTOR LICENSE REQUIREMENT

CONTRACTOR REGISTRATION

CONTRACTOR'S TITLE TO MATERIALS

DELTVERY

DELIVERY AND STORAGE

DELTVERY NOTIFICATION

DISCOT'NTS

EXTRA CHARGES NOT ALLOWED

FINAL INSPECTION

FLAME RETARDANT CERTIFICATE

IDENTIFICATION OF BID/PROPOSAL ENVELOPE

INDEMMFICATION

INSPECTION OF JOB SME

INSTALLATION

INSI]RANCE, MONEY AND SECURITIES

LABELING OF TIAZARDOUS STJBSTANCES

LIMMATION OF LIABILITY

LIQTJIDATED DAMAGES

MAINTENANCE MANUAIS

SAFEry DATA STIEETS

SMALL BUSTNESS SUBCONTRACTING AND EVIDENCE OF COMPLIANCE

NAME OF MANIJ'FACTT'RER AND SHIPPING POINT

NEGOTIATION WITH TI{E LOWEST BIDDER

ORDERING OPTION

PERIORMANCE AND PAYMENT BONDS

PREBID/PREPROPOSAL CONFERENCE . MANDATORY/OPTIONAL

AS IhIDIVIDUAL PROCUREMENTS MAY DICTATE

B-15 B-15 B-15 B-15 B-16 B-16 B-16 B-16 B-16 B-16 B-17 B-17 B-t'7 B-17 B-18 B-18 B-18 B-18 B-18 B-18 B-19 B-19 B-19 B- r9 B-19 B-20 B-20 B-21 B-22 B-22 B-22 B-23 B-23 B-23 B-23 B-24

B-t2

4'7

48.

49.

50.

51.

52.

53.

54.

55.

56.

5'7.

58.

59.

60.

61.

o2-

63.

u.

65.

66.

67.

68.

PREVENTN'E MAINTENANCE

PRICE ESCALATION/DE.ESCALATION

PRIME CONTRACTOR RESPONSIBILITIES

PRINTING

PRINTING DEFIMTIONS

PRODUCT INFORMATION

QUANTITIES

RECYCLED PAPER

REFERENCES

SECI]RITY LICENSE

SUBCONTRACTS

USE OF RECYCLED MATERIALS

WARRANTY

WARRANTY (COMMERCIAL)

WORK SITE DAMAGES

WORK ESTIMATES (TIME AND MATERIAL CONTRACTS)

EMPLOYMENT SERVICES ORGANIZATION

CONFIDENTIALITY OF PERSONALLY IDENTIFIABLE INFORMATION

CONTINI.'ITY OF SERVICES

PRODUCT AVAILABILITY/SUBSTITUTION

STATE CORPORATION COMMISSION IDENTIFICATION NUMBER

E.VERIFY

EMERGENCY EVENT PzuCING

CERTIFICATION OF INTERNAL CONTROLS

FEDERALLY IMPOSED TARIFFS

ENERGY.EFFICIENT AND WATER-EFFICIENT GOODS

PLASTIC MATERIALS

PERSONAL PROTECTWE EQI'IPMENT

B-24 B-24 B-25 B-25 B-2s B-26 B-26 B-26 B-26 B-27 B-27 B-27 B-2'.7

B-28 B-28 B-28 B-28 B-28 B-29 B-29 B-29 B-29 B-30 B-30 B-31 B-31 B-3 t B-31

MANDATORY FOR MOST CONTRACTS

AUDE: The contractor shall retain all books, records, ard other docrurents rclative to this contract for five (5) years after final payment, or until audited by the Commonwealth of Vkgini4 whichever is sooner. The agancy, its authodzed agents, and/or state auditon shall have full access to and the right to examine aDy of said materials during said period.

* When Us€d: Must b€ included in sll term cotrtracts for goods or services and all prime vendor conb&cts requiritrg a Small Business Subcontracting Plar for contracts over $100,(X)0.

2. AWARD OF CONTRACT: All solicitations must contain one of the following award clauses to speciry the method of award.

A. AUIBD: An award will be made to the loiyest responsiye and responsible bidder. Evaluation will be based on net prices. Unit prices, extensions and grand total must be shown. In case of arithmetic e[ors, the unit prica y/ill govem. Ifcash discount for prompt payment is offerE4 it must be clearly shown in the space pmvided" Discounts for prompt paym€nt will not be considered in making awards. The State rcserves the right to reject any and atl bids in whole or ir part, to waive any infomality, and to delete items prior to making an award

* When Used: For us€ when solicititrg bids for goods or services.

B. AWARD: The Commonwealth will make the award(s) on basis to the lowest respotrsive ard responsible bidder. The purchasing office rEserves the right to conduct aDy test it may deem advisable and to rnake all evaluations. The Commonwealth also res€rves the right to reject any or all bids, in whole or in palt, to waive informalities and to delete items prior to making the award, whenever it is deemed in the sole opinion of the procudng public body to be in its best interest.

* Wben Used: For goods or nonprofessional senices by filling in the blanlq i.e., line item, total sum,lot, etc.

This clause shdl not be used in a Request for Proposals.

B-13

C. 4E4BD: The dght is rcserved to make a separate award of each iten; a group of items or all items, and to make an award either in whote or in par! v,/hichever is desmed in the best interest of the Comsronwealth. The award or awards wilt be made to the lowest responsive, responsible bidder or bidders as applicable

* When Used: For use when multiple line items are involved, provided thal multiple swards may result in a savings to the Commonwedth.

D. AWARD TO MULTIPLE BIDDERS:

l. The Commonwealth will make awards on a basis to the lowest respolsive and responsible bidders, provided that the rext lowest bidders are within _% of the lowest bidder and provided that differcrt brands are offered Due consideration will be given to price, quality as judged by tests and previous experience, and ofthe abitity ofthe bidder to render rEquired services. The Cornnonwealth rEserves the right to colduct any tests it may deem advisable and to make all evaluations. The Commonwealth also reserves the right to rcject aoy or att bids, in whole or in par! to waive informalities and to delete items pdor to making the award, whenever it is deemed in the sole opinion ofthe procuring public body to be in its b€st interest

* When Used: For goods term contracts only when multiple swards will be rnade brsed on different brands being offered. Specify how the awerd will be made, ie., line itcm, totd sum, lot' etc. plus the number of awerds end the percentege figure. This chuse shall not be u6ed itr a Reouest for Proposals, AWARD TO MITLTIPLE BIDDERS: The Commonwealth reseryes the right to make multiple awards as a result ofthis solicitation The award(s) witl be made to the lowest responsive and responsible bidde(s) meeting the rcquirements ofthe solicitation. The Commonwealth res€rves the right to conduct any tests it may deem advisable and to make all evaluations. Ttre Commonwealth also reserves the right to rcject any or all bids, in whole or in part, to waive informalities and to delete items prior to making the award, whenever it is deemed in the sole opinion ofthe procuring public body to be in its best interest.

* When Used: For goods or nonprofessional services when multiple swsrdE may be made itr order to meet th€ requirements of the purchasing agency. This chuse shall not be used for construction or professional services.

AWARD: Selertion shatl be made of two or more offercrs deemed to be fully qualified and best suited among those submitting proposals on the basis ofthe evaluation facton included in the Request for Proposals, including price, if so stated in the Request for Proposals. Negotiations shall be conducted with the offerors so selected Price shall be considered, but need not be the sole determining factor. After negotiations have been conducted with €ch offeror so selected, the agency shall setect the offeror whicb in its opinion, has made the best proposal, and shall award the conFact to that offeror. The Commonwealth may cancel this Request for Proposals or reject Foposals at any time prior to an award, and is not rcquired !o fumish a statement of the reasons why a paticular proposal was not deemed to be th€ most adyanta geots (Code of Virginia, $ 2.24359D). Should the Comrnonwealth determine in writing and in its sole discreton that only one offeror is fully qualifie4 or that one offeror is clearly more highly qualified than the others under consideration, a conkact may be rcgotiated and awarded to that offeror. The award docrment will be a contract incorporating by reference all the requircments, terms and conditions of the solicitation and the contractor's proposal as negotiat€d

* When Used: For goods snd notrprofessional serr,lces when competitive negotiation will be used. This clause shall not be used in an Invitation for Bids or a orofessional services Reouest for Prooosals.

E

F AWARD TO MULTIPLE OFFERORS: S€lection shall be made of two or more offerors deemed to be fully qualified and best suited among those submitting proposals on the basis of the eraluation factors included in the

Request for Proposats, including price, if so stated in the Request for Proposals. Negotiations shall be conducted with the offetors so selepted. Price shall be considered, but need not be the sole determining factor. Aftcr negotiations haye been conducted with each offeror so selected, the agency shall select the offeror which, in its opinion, has made the best proposal, and shau award ths contract to that offeror. The Commonwealth reserves the right to Drake multiple awards as a result of this solicitation. The Commonwealth may cancel this Request for

Proposals or reject proposals at any time prior to an award, and is not requted to fi.rrnish a statement ofthe reasons why a particular propoial was not deemed to be the most advantzgeous (Code of Virginia, $ 2.24359D). Should the Commonwealth detegrin€ in writing and in its sole discretion that only one offeror is fully qualifie{ or that one offeror is clearly more highly quatified than the others under consideration, a contract may be negotiated and

B- 14 awarded to that offeror. The award document will be a contract incorporatlrg by refercnc€ all the requircments, terms and conditions ofthe solicitation and the contractor's proposal as negotiated"

* When Used: For goods and nonprofessional services when competltive negotlation will be used and multiple awards are desired to meet the requirements of the agetrcy/institutior" This clause shrll uot be used in en Invitation for Bids or a nrofessional services Request for Prooosals.

G. AIVARD: The Commonwealth shall engage in individual discussions with two or more offetor deemed fr.tlly qualified, responsible and suitable on the basis of initial responws and with emphasis on professional comp€tence, to provide the rcquired services. Repetitive infomral intervicws shall be permissible. Such offerors shall be encouraged to elaboEte on their qualifications and perfomrancc data or stall expertise pertinent to the Foposed project, as well as alternative concepts. At the discussion stage the public body may discuss non-binding estimates oftotal Foject costs, including, but not limited to, life-cycle costing, an4 where apFopriate, nou-binding estimates of price for sewices. Proprietary information from competing oflerors shall not be disclosed to the public or to competiton. At the conclusion ofthe informal interviews, on the basis ofevaluation factors published in the Request for Proposals aud all irformation developed in the selection process to this point, the purchasing agency sball select in the order ofpreference, two or more offerors whose profossional qualifications and proposed services are deerned most meritorious, Negotiations shalt then be conducte4 beginning with the offeror ranked f[st. If a contract satisfactory and adyantageous to the purchasing agency can be negotiated at a price considered fair and reasonable, the award shall be made to that offeror. Otherwise, negotiations with the offeror ranked first shall be formally terminated and negotiations conducted with the offeror ranked secon4 and so on, until such a contract can be negotiated at a fair and rcasonable price. The Comnonwealth reserves the right to make multiple awards as a result of this solicitation. Should the Commonwealth determine in writing and in its sole discretion that only one offeror is firlly qualified or that one offeror is clearly more highly quatified and suitable than the others rmder consideration, a contraat may be negotiated and awarded to that offeror.

* When Used: Professional services only. This clause shall trot be used in rtr Invitstion for Bids or to procure non-professional services.

H. Delete

L Delete

J. Delete

K. Delete

L. AWARD: The Commonwealth will make the award(s) on basis to the lov/est responsive and rcsponsible bidder that is a DsBsD-cenified micro business if such a bid is received, proyided that the bid is up to and inctuding $10,000 and the agency in its sole discr€tion determitres that the bid price is fail and reasonable.

Otherwis€, award of the contract shall be made to the lowest rcsponsive and responsible bidder that is a DSBSD-certified small business if such a bid is receive4 provided that the bid is not more than $100,000 and the agency in its sole discretion determines that the bid price is fair and reasonable. If, in the agency's opinion, the criteria iu the previous two sentences are not present, then award shall be made to the lowest rcspoDsive and responsible bidder of any size, provided the agency in its sole discretion determines that the price is fair and reasonable. If applicable, unit prices, extensions and grand total must be shown. In case of arithmetic erors, the unit pdce will govem If cash discount for prompt payment is offere4 it must be clearly shown in the space provided Discounts for early prompt payment will not be considered in making awards- The State reserves the dght to rcject any and all bids in whole or in part, to waive any informality, and to delete items prior to making an award-

* When Used: r,or goods or norprofessiond services up to and including $100,000 that are set-aside in accord&nce with the Small Business Enhancement Award Priority by lilling in the blank, i.e., line it€m, totd sum, lot, etc. This clause shall be used for unsealed competitive bidding rnd shall not be used for informal request for proposals.

M. AWARD: Selection shall be made of two or more DsBsD-certified micro business offerors deemed to be futly qualified and bes suited among those submitting proposals ou the basis of the evaluation factors included in the

Request for Proposals, including price, if so stated in the Request for Proposals, provided that the price proposal is up to and inctuding $10,000. Negotiations shall be conducted with the offerors so selected. Price shall be

B-15 considered, but need not b€ ttre sole d€termining factor. Aft€r negotiations have been conducted with e3ch offercr so selected, the agercy shall s€tect the ofleror whic[ in its opinion, has made the best proposal, and shall award the contract to that offeror. The Commonwealth may cancet this Request for Proposals or reject proposals at any time prior to an a.ward, and is not required to fumish a statement of the reasons why a particular proposal was not deemed to be the most adyantageous (Code ofvtginia, $ 2.2-4359D). Should the Commonwealth determine in writing and in its sole discretion that only one DSBSD-certified micro busioess offeror is fuuy qualified, or that one such offeror is clearly more highly quaiified than the othe6 under consideration, a confiact may be negotiated and awardod to that offeror. Any award to a DSBSD-certihed micro business offeror pursuant to the above process may be made only if the price as negotiated rcmains under $10,000. The award docurrent will be a contract incorponting by referEnce all the requtements, t€rms and conditions ofthe solicitation and the contractor's proposal as Degotiated

Ifthe agency in its sote discretion detemrines that the above criteria for limiting the negotiation to micro businesses are not prEsent, the agency shall follow the same process as specified above, but resaicting the negotiation instead to DsBsD-certified small business offerors, provided that the price proposal is not more than $100,000. If the agency detemines that the above critcria for limiting the negotiation to small businesses are not present, the agency shall follow the same process as specified above, but without restricting the negotiation to small or micro business offerors,

* When Used; For goods or seryices up to and including $100,000 where the procuremetrt is set-asides io accord&nce yith the Small Business Enhancement Award Priority. This clause shall b€ used for competitive negotiations and shgll not be used for uNerled bidditrg.

CANCELLATION OF CONTRACT: The purchasing agency reserves the right to cancel and terminate any rcsulting contract, in part or in whote, without penalty, upon 60 days wdtteo notice to the contractor. In the event the initial contract period is for more than 12 months, the resulting contract may also be terminated by the contractor, without penalty, after the initial 12 months ofthe contract period upon 60 days written notice to the other party. Any contract cancellation notice shall not relieye the contractor ofthe obligation to deliver and/or perform on all outstanding orders issued prior to the effective date of cancellation.

* When Used: Itrclude fu rtl term contrscts for goods or services. This clause ir not appropriste for use in spot purchases. It is required that Conhact Officers consider including Special Temt and Condition 150 (Continuity of Services) when contracting for services vital to the agency.

4. eVA ORDERS AI\D CONTRACTS: The solicitatioD,/contract will result in applicable eVA hansaction fee assessed for each order.

purchase order(s) with the

*Whetr Used: This Special Term and Condition 4 shall be included in all solicitations, cortrrctr snd cotrtrrct renewals. If the quantity of orders th8t will be issued is limown, insert the expected number of orders in tbe t lank provided (c.g., oue, twelve, monthly, etc,). If the eract quantity is unkno\yn, chatrge the 6rst retrtetrce to read, "It is atrticiprted thst the contract will result in multiple purchase orders (i.e., one for each delivery requirement) with the evA trrnsrctiotr fee specilied below assessed for each order."

RENEWAL Of CONTRACT: (NOTE: A temr contact may not be rcnewed unless a tenewal clause is included in the solicitation and the renewal is fi.rlly executed in writing prior to the expiration ofthe curent conhact term. Selectone of the following clauses if an option to rcnew the contract beyond the original period of the contract is desired. Select either

"one yeai' oi complete the btank, indicating the number of"successive one year periods" the contract may be renewed )

A. RENEWAL OF CONTRACT: This conkacr may be renewed by the Commonwealth upon witten agreement of b"th p"ni"t fd (one year)/C_ successive one year periods), under the tenns of the current contract, and at a reasonable time (approximately 90 days) prior to the expiration.

* When Used: Include in solicitations for term contracts for goods and services, if desire4 to permit renewal of the contract for s specific period of time, i.e., one year, two successiYe one-year periods, etc" at the same price(s), terms sod conditions as in the original contracl Renegotiation of the price(s), terms and conditions is not permitted. If Barket prices rre trot erpected to remritr stable for goods, the Price Escalation-/De-escalation clsuse (No. 43) should b€ considered for use with thls provision.

B. RENEWAL OF CONTRACT: This contract may be renewed by the commonwealth for (one yealyl s"cc""*" one )€* p"tt"ds) ,nder the terms and conditions of the original contract except as stated in l. and 2.

B-16 below. Price increases may be negotiated oBly at the time of renewal. Writlen notice of the Commonwealth's intention to renew shall be given approximately 90 days prior to the expiration date ofeach contract period.

l. If the Commonwealth elects to exercise the option to renew the contact for an additional one-year period, the contract price(s) for the additionat one year shall not exceed tle conhact prics(s) of the original contract increased/decreased by more than the pelcentage increase/decrease ofthe category ofthe CPI-U section ofthe Consumer Price Index ofthe Unit€d States Bureau oflabor Statistics for the latest twelve months for which statistics are available.

2. If during any subsequent renewal periods, th€ Commonwslth elects to exeraise the option to rene\r,/ the contract, the contract price(s) for the subsequent rcnewal period shall not exceed the contract price(s) of the previous renewal period inoeased/decreased by more than the percentage increas€/decrease of the category ofthe CPI-U section ofthe Consumer Pric.e Index ofthe United States Bureau of Labor Statistics for the latest twelve months for which statistics are available.

When Used; For service contracts, use of this chllse permits renewal of a contrsct with sn itrcrerse/decrease in the hbor rate portioB only of the origilal contrsct. This clruse should otrly be used when renewal of the contract may be desirable and price adjustm€nts may be necessrry. Select the most approprirte category that would apply to the contract and Iitl in the blank If only a one-year renewal is desired, delete parsgrsph 2. of the clause. tror recetrt Consumer Pric€ Index statistics, contsct the Bureau of Lrbor Ststhtics at their website http://ststs.bls.sov/news.releas€/cpi.toc.htm or by telephone at 202- 691-7000. A link to the Bureau of Labor Strtistics is otr the DGM)PS website at www.des.state.va.uvdps Click on the "references" tab along the top of the screetr and r link to their web site is listed under

"Bureau of Labor Statistics,"

AS IIIDTVIDUAL MAYDICTATE

ASBESTOS: Wrenever and wherever during the course of performing any work under this contract, the contractor discovers the presence ofasbestos or suspects that asbestos is present, he shall stop the work immediately, secure the area, noti8, the building owner and await positive identification of the suspect material. During the downtime in such a case, the contractor shall not disturb any surrounding surfaces but shall protect the arEa with suitable dust coyers. In the event the contactor is delayed due to the discovery of asbestos or suspected asbestos, then a mutually ageed eKtension oftime to perform the work shall be allowed the contractor but without additional compensation due to the time exlension.

* When Used: For use in seryice contracts or furnisb and instell goods cotrtrrcts when it is possible thrt the contractor msy encounter asbestos during performance ofthe contract.

7. AS BITILT DRAWINGS: The contractor shall provide the Commonwealth a clean s€t of reprcducible "as built" drawings and wiring diagrams, marked to record all changes made during installation or construction. The contractor shall also provide the CoDmonwealth with maintenance manuals, parts lists and a copy ofall warranties for all equipment All "as built" drawings and wiring diagrams, maint€nance manuals, parts lists and warranties shall be delivercd to the Commonwealth upon completion ofthe wo* and prior to final payment.

* When Used: For furnish and instau and coNtruction and renovation projects; i.e., fire alarm systeme, heating and air conditioning systems, refrigerrtion rooms, building modifications, major equipment hstallstions, etc.

ADDmONAL USERS: This procuement is being conducted on b€half of state agencies, institutions and other public bodies who may be added or deleted at any time dudng the period ofthe contract. The addition or deletion ofauthorized users not specifically named in the solicitation shall be made only by written contract modification issued by this agency or institution and upon mutual agreement of the contractor. Such modification shall name the specific agency added or deleted and the effective date. The confactor shall not honor an order citing the resulting contract uoless the ordering entity has been added by written contract modification.

*When Used: AUTIIORIZATION TO USE THIS CLAUSE MUST BE GRANTED BY DPS. SEE 3.t.A If the yalue ofthc contrscl including any renewal periods is within the delegated suthority of the lesd agency rnd other agencies and institutions mry benefit, the lead ageucy may issue s solicitstion and include this clause on behalf of other public bodies, The velue ofthe contract, i.ncluding other agetrcy orders, Ewt remein within the lerd sgency's delegated authority. To obtain m[imum pricirg advatrtrge, every effort should bc mrde to idendry participating rgetrcies and their erpected usage itr the solicitation.

B-17

9 BEST AllD FINAL OFFER GAFO): At the conclusion of negotiations, the offero(s) rray be asked to submit in wdting, a Best And Final Offer @AIO). After the BAFO is submitte4 no fiuther negotiations shall be conducted with the offero(s). The oferor's proposal will be rescored to combine and include the information contained in the BAIO.

The decision to award will be based on the final evaluation including the BAIO.

* When Used: Used only in Request for Proposals. This clause should trot be used as a matter of routine. If it is rtrticipsted thst because of the nature of the requiremetrt, the negotiatioDs could linger, this provision should be used to show cle8rly lyhen negotiatiotrs would eod or to cut off negotiatiotrs at r particular Point called for by the contrrct offcer. See 7,4 for further guidance.

10. E@gBllg.E_PEBIqD: Any bid in response to this solicitation shatl be valid for ( ) days. At the end ofthe days the bid may be withdrawn at the wdtten request of the bidder. lf the bid is not withdrawn at that time it remains in effect until an award is made or the solicitation is canceled.

* When Used: The Vendors Manual, 6,2 states that bids must be valid for the number of days stated.

11. BID BOND OR GUARANTEE: Each bid shatt be accompanied by a bid bond or guarantee offive percent (5%) ofthe amount of the bid, which shatl be a certified check, cash esqow or a bid bond payable to the Treasuer of fie Cornmonwealth of Vtginia. The sureties of all bonds shall be of such surery cornpany or companies as are approved by the State and are authorized to transact business in the Commonwealth of Virginia. Such bid bond or check shall be submitted with the uderstanding that it shall guarant€e that the bidder will not with&aw such bid during the period of _ days foltowing the opening of bids; that if such bid is accepted, the bidder will accept and p€rfom under the terms ofthe Invitation for Bids and puchase order or contract. The bid gparantee will be retumed upon award ofcontract.

. When Used: Must be used in all solicitatious for construction type contrscts over $100,fl)0. Ilsert the same

[umber of drys iD the space provided as entered in the Bid Acceptance Period Clause. This clause msy slso be used for construction t,,p€ s€rvices under $10O000, as well as for goods or services ofany dollar rmounl Do trot use in RFPS.

12. BID PRICES: Bid shatl be in the folm of a fllm unit price for each item during the contract period.

* When Used: In annual goods contracts without a price escalrtiotr/de-escslrtion clause. A dillerent versiotr of this clause, specifically worded to fit the siturtion, should be [sed in solicitations for various types of services, and itr solicitstions for th€ lerse or rentsl ofequipment.

13. BLANKET FIDELITY BOI\D: Contractor shall maintain a btanket fidelity bond obtained ftom an insurauce company licensed to conduct fidetity business in the home state of the contactor and which has eamed an A.M. Best Company, Inc. rating of "A" or better, as rcflected in their most current publication, covering all personnel under contract to the

Commonwealth of Vtginia, with a penalty amount of not less than $-, naming the Commonwealth of Virginia as co-obligee. Certificate of such prot€ction must be prEsented to the puchasing agency prior to the siart of the service showing name of su€ty, limit and type of coverage, term of coyemge, co-obligee provision and name and address of licensed Virginia insurance agent. The contractor agrees to maintain such bond until one year after the cornpletion of the contract.

* When Used: Debt couection type seryices. The amount to be inserted itr the blank space should be based on the total vslue ofaccounts expected to be turned oyer to the contractor at atry one time for collection and trot the entire rDount ofthe rgency's outstrnding accoutrts.

14. CERTIFICATION OF MEAT PRODUCTS; By my signatue on this solicitation, I hercby certiry and warrant that all products offered fot delivery meet or exceed the requtements of the Federal Institutional Meat Puchase Specifications (IMPS), Virginia Department of Agriculture Regulations, Federal Food, Drug and Cosmetic Act, atrd the Federal

Wholesome Meat Act. All products awarded and delivercd against this solicitation shall be subject to inspection at destination for specifi cation compliance.

* When Used: All solicitations for meat products.

15. CERTIFDD TESLREPOBI: Each bidder shall provide a copy of a certified test report \ .ith thet bid. The certified test rcpolt shall be from a rccognized independeDt testing laboratory or maDufacturer's quality control laboratory showing

B-18 all test results ard futl compliance with the appropriat€ specifications indicated herein. However, the Commonwealth reserves the right to perfom any tests or inspections when and as deemcd lecessary to veriff the certiEed test rcport.

* Wheu Used: For solicitatioD of goods where a certified test report may be the only method of deterEinitrg atr item olTered would meet specifications.

16. CONTRACTOWSUBCO R LICENSE REOUIREMENT: By my sigrnture on this solicitatiorl I oertify that this firm/individual and subcontractor is properly licensed for providing the goods,/services specified. Furthermore, the contractor and subcontracto$ shall maintain the required license throughout the teml ofthe conbact. The contractor or th€ir subcontractor shall immediately notiry the contracting agency in writing in the event the license has been rBvoked.

Contractor Name

License #

Subcontractor Name

License # Type

* Whetr Used: Itrclude in all solicitations for specific tlpes of seryices for which Stste statutes or regulstory rgeDcies require contrsctors or subcotrtractors to be properly registered, liceN€d or hold s permit prior to performlng such work See 3.5.

17. CONTRACTOR REGISTRATION: If a contract for cons8uction, rernoval, repair or improvement of a building or other real property is for $120,000 or more, or ifthe total value ofall such contracts undertaken by bidder/offeror within any l2-month pedod is $750,000 or more, the bidder/offeror is required mder Tide 54.1-1100, Code ofYirginia (1950), as amended, to be licensed by the State Board of Contracto$ a "CLASS A CONTRACTOR." If such a contract is for $ I 0,000 or more but tess than $ 1 20,000, or if the total value of all such contracts undertaken by bidder/offeror within any 12-month period is $ 150,000 or more, but less than $750,000 or morc, the bidder is required to be licensed as a "CLASS B CONTRACTOR" Ifsuch a contract is over $1,000 but less than $10,000, or ifthe contractor does less than $150,000 in business in a l2-month period, the bidder is required to be licensed as a "CLASS C CONTRACTOR" The board shall require a master tradesmen license as a condition of licenstue for eleckical, plumbing and heating, ventilation and air conditioning contractors. The bidder/offeror shall place on the outside of the envelope containing the bid,/proposal and shall place in the bid/goposal over his signatue whichever of the fottowing notations is appmpriate, inserting his contractor license number

Licensed Class A Virginia Conhactor No.

Licensed Class B Virginia Contractor No.

Licensed Class C Virginia Contracto! No.

ty

If the bidder/offeror shall fail to provide this infomration on his bi proposal or on the envelope containing the bid/proposal and shall fail to promptly provide said contractor license number to the Commonwealth in writing when requested to do so before or after the opening ofbidVproposals, he shall be deemed to be ir violation of $ 54.1-l I l5 of the Code of Yirginia (1950), as amended, and his bid/proposal will not b€ considered-

If a bidder/offercr shall fail to obtain the requted license prior to subrrission of his bid./proposal, the bid/proposal shall not be considered.

* r hen Used: Required to be used in 8ll solicitations by the Code of Wrginia for sll constructio& removal, repair or improvements to facilities to be performed by a contrrctor snd its subcontractors. This iDcludes almost ell specialty trades, i.e., glue down carpet, painting fencing, roofing mechanical plumbing, electricsl, carpentry, etc.

When iD doubt as to whether or not this clsuse should be iocluded in the solicitstiotr, contrct the Departmelt of Professional aud Occupational Regulatiou, State Board for CoDEactors, rt 8(N-367-2785.

18.@:NomaterialsorsuppIiesfoIthewo*shallbepurchasedbythe contractor or by any subcontractor subject to any chattel mofigage or under a conditional sales or other agrcement by which an interest is retained by the seller. The conhactor war-dnts that he has clear title to all materials and supplies for which he invoices for payment.

* r hen Used: For use itr solicitatiors for construction and for furnish and iDstall equipment

-Specialty

B- 19

Type

I 9. DELIVERY: Delivery of goods or performance of services shall be within the number of calendar days stat€d below after receipt of order (ARO) by the bidder/offeror. The Agency requAes the Oidde/offeror) to deliver within a reasonable time after ARO. Ifthe bidder/offeror does not insert a stated delivery time in the blank below, the

(biclder/offeror) will be deemed to offer delivery in accordance with the Agency's desircd delivery time as stated below:

Agency's desired detvered time: _ calendar days ARO

CALENDAR DAYS ARO

*When Used: hclude when a frm deliv€ry date is not specifred by the agency. An agency may trot reject a bid or proposal because the bidder/ofreror ststed a longer delivery date rs lotrg as it is within a reasonsble 6me rfter receipt of order.

20. DELMRY AND STORAGE: It shall be the responsibility of the contractor to make all arrangements for delivery, utrloadin& rcc€iying and storing materials in the building dudng installation. The owner will not assume any responsibility for receiving these shipments. Conhactor shall check \dth the owner and make necessary arrangements for security and storage space in the building during installation.

* When Used: For furnish and install solicitations, if applicable.

21. DELI!'ERY NOTIFICATION: Thc Agency shall be notified _ hours prior to delivery ofany items so that p€nonnel may be available to allow access to the buitding and veriS items received" Notification shall be made to :

Name Phone

* When Used: Ure in solicit.adons for goods ifthe receiving frcility is trot strfted at all times durhg normal working hours.

22. A. PROMPT PAYMENT DISCOIJNTS: Agency will pay within _ days after acceptance. A prompt payment discount offered for prompt payment of ( ) calendar days or longer will be calculated in determining net low bid.

* Whetr Used: When the agency knows p&ymetrts can be msde within the time frame specilied.

B SPECIAL EDUCATIONAL OR PROMOTIONAL DISCOITNTS: The contractor shall extend any special educational or promotional sale prices or discounts immediately to the CoEuroDwealth during the tsmr of the contract. Such notice shall also advise the duration of the specific sale or discount price.

* When Used: This clause should be considered for use when soliciting bids for produch where it is krorvtr thrt vendors or msnufacturers h&ve promotional sales opportunities.

23. EXTRA CHARGES NOT ALLOWED: The bid price shalt be for complet€ installation ready for the Commonwealth's use, and shall include all applicable Aeight and installation charges; exEa charges will not be allowed

* Wten Used: For furdsh aBd install solicitatiotrs. AIso may be used for inside delivery by changing the wording.

FINAL INSPECTION: At the conclusion of the work, the contractor shall demonstrate to the authorized owners rcpresentative that the work is fully operational and in mmpliance with conffact specilications and codes. Any deficiencies shall be prompdy and permanently mrrected by the contractor at the contractor's sole expense prior to Enal acceptance ofthe work.

* When Used: For furnish rnd install solicitatio$.

I,I+ME +IA+PANT. CERTIFICATE: Each bidder/offeror shall submit a certification in writing with their bid./prooosal that all materials used in fabricating draperi€s or curtains are inherently flame retardant or have-been treated to meet NFPA Standard 701 (latest version), large or small scale test.

B-20

BIDDER'S/OFFEROR'S STATED DELTVERY TIME:

* when Used: Must be used itr solicitations for draperies or clrtrins that will be instdled in ollice spaces and dormitories, but not state-opned housiDg.

26. IDENTIFICATION OF BID/PROPOSAL ENIaELOPE: If a special envelope is not fi.rmishe4 or if retum in the special envelope is not possible, the signed bid/proposal should be retumed in a separate envelope or package, sealed and identified as follows:

From Name of B idder/Offeror Due Date

Sueet or Box Number IFB No./RFP No.

city, state, zip code IFB/RFP Title

DsBsD-certified Micro Business or Small Busiress No.

Name of ContracVPurchase Officer or B

* When Used: For use in solicitatious for ryhich the purchasing agency has not furnished a special bid/proposal return envelope or the enyelope furnished is not adequate. If the solicitstion is a combined two-step IFB, the bidders should be hstructed to identiry the outside of both the technicrl proposal and the pricing envelopes to show the bidder's name, company name and address, and bid reference trumber, If the bid/proposal is set-aside for DSBSD-certified Micro Business or Smsll Businesses, the bidder/offeror shall proyide the DsBsD-certilied Micro Busiuess or Small Bnsiness number.

27. IIIDEMNIFICATION: Contmctor agrees to indemnifu the Commonwealth of Vtginia, its ofticers, agents, and employees for any loss, liability, cost, or r€asonable seftlement cost incurEd as a result of aDy ctaims, damages and actions of any kind or nature, whether at law or in equity, arising from or caus€d by ttre use of any materials, goods, or equipment of any kind or nature fumished by the contractor/any services ofany kind or nature fumished by the contractoq provided that such liability is not attributable to the sole negligence ofthe using agency or to failure ofthe using agency !o use the matedals, goods, or equipment in the manner already and permanently described by the contnctor on the materials, goods or equipment delivered.

* When Used: For all contracts involving substrntial risk of third perty injuries/claims. Authorization to use this clause must be granted by the Department of Tressury, Diyision of Risk Management or be directed by your Assistant Attorney Gen€rrl.

28. INSPECTION OF JOB SITE: My signature on this sotcitation constitutes certification that I have inspected the job tite and "- u*are ofthe conditions under which the work must be accomplished. Claims, as a result of failu€ to inspect thejob site, will not be considered by the Commonwealth.

* When Used: Should be med ir furnish &nd itrstdl, services and noD-crpitd outlsy comtruction projects.

29. INST ATION: All items must be assembled and set in place, ready for use. All crating and other debris must be remoYed from the prcmises.

* When Used: tror inside delivery of goods which require unpacking and assembly'

INSURAIICE. MOI{EY AtrtD SECIJRITIES: Contractor shall rnaintain a Broad Fom Money and Securities Insurance ffiinaa froa un inr**"" *ap*y ticensed to conduct. crime insurance business in the home state of the contractor and which has eamed an e.N,i. Sest Company, Inc. rating of A or better, as reflected in thet most curent publication.coveringallmoneyandplop"'tye,t.ust"dtothecontractolbythecommonwealthofVirgiDia,withlimits il-;;;;;a ffi less than $ ' for Loss_ Inside the Premises Coverage ant not. Iess than i'

* -.-- -- .-io.ioss

OutsiO" tf,e pr"*iser Coverage, the Commonwealth of Vtginia shall be added as an

"aa.io*t i,o*"d .o the policy by an endorsement with respect to this contract. celtificate of such Fotection must be p."r"it.i to tt . put"hasing aglniy prior to the start of the seryice showing name of insurance company, limits and type

;i:;;;;;g", ieI.i, of "o\r"-.i", "aaition"f insured provisiou and name and address of licensed insurance agent The

B-21

Time

30.

contractor agrees !o Daintain such policy until the completion of the contract aad all money and propefiy of the

Couunonwealth is remined to the Commonwealth.

* When Used: Requhed for contracts coveritrg the coltectio& handliug srfekeepiDg, and./or traDsporting state monies or securities. The amounts to be entered by the agency should be equal to the estimated mariEum aolouDt of monies or securities that would be iD the contrsctor's possessiotr at eny oDe time.

31. LABELING OF HAZARDOUS SUBSTAIICES: Ifthe itsms or products requested by this solicitation are "Haz ardous

Substances" as defined by g 1261 of Titte 15 ofthe United States Code (U.S.C.) or "Pesticides" as defined in $ 136 of Title 7 ofthe United States Code, then the bidder/offeror, by submitting his bid/proposal, certifies and warrants that the items o! products to be delivered under this contract shall be properly labeled as required by the foregoing sections and that by delivering the items or products the bidder/offeror does not yiolate any ofthe prohibitions of Title 15 U.S.C. $

1263 or Title 7 U.S.C. $ 136.

* When Used: Must be included iu all solicitatioDs for the purchase ofchemicals or compounds r"hich may cootain toric or hazardous substlnces, i.e., cleanhg, jsnitorial supplies, pesticides, chemicals of all typ€s, etc. (see clause

#3r.

A. To the maximum extent permitted by applicable [aw, the contractor will not be liable under ttris contract fo! an indL€ct, incidental, special or consequential damages, or damages from loss ofprofits, rcvenue, data or use ofthe supplies, equipment and/or services detivered under this contract. This limitation of liability will rot apply, however, to liability arising from: (a) personal injury or death; O) defect or dehciency caused by willful misconduct or negligence on the part of the contacto[ or (c) circusrstances where thc contact expressly ptovides a ri8ht to damages, indemni fication or reimbursement,

* WheD Used: This clsuse should be used on an exception bqsis Prior review by both risk managemest atrd legal coursel is mrtrdatory before including ilr a solicitatiotr or contrsct. A contract offcer Inay us€ this chuse in a conErct yhen negotiations suggest that liability may be str issue, but the risk and liability to the Commonwealth is negtigible. Examptes include, but are not limited to, olfice supplies and equipment, paper products, priDting, furniture, audio/visual equipmeut, coDsultsnt serviceg media services, equipment mainteDance, etc. Itr certrin circumstances, a conEact omcer may include this clause in a solicitation sfter consulti.ug with risk mrnagemeDt and legal coursel. Note: The clause may be modilied, as applicable, depending on the intended use of the goods and/or services.

B LIMITATION OF LIABILITY: To the maximum extent pemitted by applicable law, the contractor's liability under this contract for loss or damages to govefllment propefty caused by use ofany defective or deficient supplies, products, equipmeDt and/or services delivered under this contract shall oot exceed the great€r of$- OI times the amount of money paid to the contlactor under this contract during the twelve month period preceding the event or cicumstance giving rise to such liability. The contractor wilt not be liable under this contract for ary indirect, incidental, special or consequential damages, or darnages from loss of profits, revenue, data or use ofthe supplies, equipment and/or services delivered under tlis contract. The above limitation ofliability is per incident. The limitation and exclusion of damages in the foregoing sentences will not apply, hovr'ever, to liability adsing from: (a) personal injury or death; (b) defect or deficieocy caused by willtu] misconduct or negligence on the part of the contractor; or (c) circumstances where the contract expressly provides a right to damages, indemnihcation or r€imbusement.

* WhenUsed: This clouse shoyld be use -Prior review by both risk managemeDt atrd legal counsel is mandatory before including in a solicitation or contrscl A contrrct oIficer may use this chuse in a conhrct whetr rcgotiations suggest that liability will be an issue snd the risk and liability to the Commonwealth is ertetrsive. Eramples include, but are not limited to: software; hardware; two-way communication devices; telephone equipment; medical, dental, &nd laboratory equipment and supplies;

elevstor maintenance and iuspection services; food service; medical s€rvice; €tc Csution: The potetrtial risk must be calculated in dollsrs snd indicated in the first blank Delete the remainitrg part of the sentence. If the risk vdue cannot be determined within a reasonable smount strd the coDtrrct is for indefiritc qusntity (e.g., annual co[trrct), estimate the rpproximite annual value and fill ilr the dollar amoutrt. Etrter a multiplication factor in the second blank, such as two (2) or some other reasonable number. In rare circumstances, a coDtract oflicer may include this clause in a solicitatiou after consulting with risk

B-22

32. LMITATION OF LIABILITY:

mlnagement and legal counsel. Note: The clause mly be modilied, rs applicrble, dependitrg on the intended use of the goods rtrd/or services.

33. LIOUIDATED DAMAGES: (Note: Reyiew the guidrnce cont&ined in the General Comments and Procedures below before deciding to include one ofthe following clauses in a solicitation.

A. LIOUIDATED DAMAGES. GOODS AND NONPROFESSIONAL SERVICES: Delivery is required not later than It is unde$tood and agreed by the bidder/offeror that time is of the essence in the delivery of suppties, services, materials, or equipment of the character and quality specified in the bid/proposal document. ln the event these specified supplies, services, matedals, oI equipment ar€ not delivered by the date specified there will be deducted, not as a penalty but as tiquidated damages, the sum of $ per day for each and every calendar &y of delay beyond the time specified; exc€pt that ifthe delivery be delayed by any act, negligence, or default on the part of the Commonwealth, public enemy, war, embargo, fue, or explosion not caused by the negligence or intentional act of the contractor or his supplier(s), or by riot, sabotage, or labor trouble that results from a cause or causes enttely beyond the control or fault ofthe contractor or his supplier(s), a reasonable extension oftime as t}le procuring public body deems apFopriate may be granted Upon rcceip ofa writlen request and justification for any extension Aom the conaactor, the puchasing office may extend the time for performance ofthe contract or delivery of goods herein specified, at the purchasing offrce's sole discretion, for good cause shown.

* When Used: For critical delivery ofgoods or services The required delivery drte and the dollrr amouDt must be filled in by the agency.

B. LIOUIDATED DAMAGES. rURNISII AI\D INSTALL: Work shall begin calendar days after receipt of purchase order or contract and all work shall be completed in _ calendar days. It is hereby undentood atrd agree d by the bidder that time is of the essence in the delivery of suppties, services, materials, or equipment of the character and quality specified in the bid document. In the event thes€ specified supplies, servic€s, matorials, or equipment are not delivered by the date specified, there will be deducted, not as a penalty but as liquidated damages, the sum ofS per day for each and every calendar day of delay beyond the time specified; except that if the delivery be detayed by any act, negligence, or default on the palt of the Comnonwealtb public enemy, \ryar, embargo, fire, or explosion not caused by the negligence or intentional act of the contractor or his supplie(s), or by rio! sabotage, or labor touble that results ftom a cause or causes entt€ly beyond the control or fault ofthe contractor or his supplie(s), a rcasonable extension of time as the procuring public body deems appropdate may be gmnted.

Upon receipt of a written rcquest and justification for an extension from the contractor, the purchasing offrce may extend the time for perfomance ofthe contract or delivery of goods herein specified at the purchasing office's sole discretion for good cause shown.

r When Used: For furnish and install coDtracts covering modifications, repair snd other Dotr{rPital outhy comtruction-t,,pe contracts. The dollar amount must be lilled in by the agency. The two blanks for the Dumb€r of calendar days may be lillcd in by the agency prior to issuing the soticitation or the bidder/offeror msy be required to fiII in the number of days with the bid/proposrl. The dollir amount must be reasonlble.

It is recommended that coDtract officers consult with legsl counsel when dcterminilg the rppropriste rrte(s) of liquidated damages, NorE: @NEBA!@!@E!!I!:

These c66es are Egl!to be used as a pendty, but &s a means to r$ess damages when both (1) the time of delivery or performauce is such an important factor in the awsrd of the cotrtrtct thrt the Commonwealth may rersonably erfect to suffer damage if the deliyery or performsnce is delinquetrq rnd (2) the extent or smoutrt ofsuch damage wruld b" difficrlt or impossible to ascertaitr or prove.