General Terms & Conditions_7-1-2024.pdf

COUNTY OF FREDERICK, VIRGINIA

Finance Department

(540) 665-5610

GENERAL TERMS AND CONDITIONS

Rev: FY2024

BIDS/PROPOSALS ON SOLICITATIONS ISSUED BY THE COUNTY WILL BIND BIDDERS/OFFERORS

TO THE APPLICABLE CONDITIONS AND REQUIREMENTS IN THE GENERAL CONDITIONS AND

INSTRUCTIONS TO BIDDERS/OFFERORS UNLESS OTHERWISE SPECIFIED IN THE SOLICITATION

AND SUBJECT TO APPLICABLE STATE, LOCAL, AND FEDERAL LAWS.

BIDDERS/OFFERORS OR THEIR AUTHORIZED REPRESENTATIVES SHOULD INFORM THEMSELVES

FULLY AS TO THE CONDITIONS, REQUIREMENTS, AND SPECIFICATIONS OF EACH COUNTY

PROCUREMENT BEFORE SUBMITTING BIDS/PROPOSALS. FAILURE TO DO SO WILL BE AT THE

BIDDER/OFFEROR'SOWN RISK AND RELIEF CANNOT BE SECURED ON THE PLEA OF ERROR.

1. AUTHORITY: The County has the sole responsibility and authority for negotiating, placing and when necessary modifying every solicitation, contract and purchase order issued by the County of Frederick, VA.

The County Finance Director serves as the County Purchasing Agent. In the discharge of these responsibilities, the County Finance Director has appointed the County Purchasing Manager to assist the County Purchasing

Agent. Unless specifically delegated by the County, no other County officer or employee is authorized to order supplies or services, enter into purchase negotiations or contracts, or in any way obligate the government of the County of Frederick, VA for an indebtedness. Any purchase ordered or contract made which is contrary to these provisions and authorities shall be of no effect and void and the County shall not be bound thereby.

2. PRE-BID AND BID SUBMISSION REQUIREMENTS

a. Direct contact with anyone other than the County Purchasing Manager or the IFB Contact, regarding an Invitation for Bids is expressly forbidden except with the permission of the Purchasing

Manager. Violation of this directive may result in a determination that the bidder is ineligible for award.

b. All bids shall be submitted sealed with the bid number, date and time clearly marked on the outside of the envelope or package. Electronic transmittals (i.e. fax, email, etc.) will not be considered, unless specifically included in bid instructions. Bids received by the Purchasing Manager after the due date and time will not be accepted. Failure to return required documents and information specified herein may result in a determination that the bid is non- responsive.

c. Bids will be publicly opened on the due date and time specified on the “Invitation for Bids Announcement” cover sheet. A bid tabulation will be posted as soon as practical. The County posts all solicitations and related bid tabulations on eVA, Virginia’s eProcurement Portal (www.eva.virginia.gov).

d. All bids shall be submitted in accordance with this Invitation for Bids. If more space is required to furnish a description of the goods and/or services bid, the Bidder may attach that additional information with the bid.

e. All bids must be signed by an officer or employee having the authority to sign on behalf of the firm.

f. All prices and notations should be in ink or typewritten. Mistakes may be crossed out and corrections made in ink. Any corrections must be initialed and dated in ink by the person signing the bid.

http://www.eva.virginia.gov/

General Terms and Conditions for Offerors

REVISED 7/1/2024

g. Prices shall be stated in units of quantity specified. No additional charges shall be passed on to the County, including sales tax, delivery charges or other surcharges. Prices quoted shall be the final cost to the County.

All deliveries shall be F.O.B. Destination.

h. If the County is closed for business at the time scheduled for bid opening, regardless of reason, sealed bids will be accepted and opened on the next business day of the County, at the originally scheduled time.

i. The Terms, Conditions and Specifications in this solicitation shall supersede any terms and conditions offered by the Bidder. Any additional conditions a Bidder intends to be considered must be submitted with the bid and be noted as an exception on the Bid Form, however, exceptions may result in the bid being determined non-responsive.

j. Each bid shall be submitted with the understanding that, upon acceptance by the County, the Bidder shall furnish any or all of the goods and/or services described herein. The accepted bid shall constitute a contract between the Bidder and the County and shall bind the Bidder to furnish and deliver the goods and/or services at the stated prices and in accordance with the Terms, Conditions and Specifications of the Invitation for

Bids and bid. The County shall order the goods and/or services from the Bidder at the stated prices except for reasons beyond reasonable control, including but not limited to availability of funds and the

Contractor’s inability to deliver goods or services within the required timeframe.

k. Submission of a bid is not to be construed as an award or an order to ship.

l. A submittal (bid) by the Bidder certifies that they are not currently debarred or suspended by a local, state or federal government entity from doing business with that entity. If a debarment or suspension exists, supporting information shall be provided with the response. Suspension or debarment may disqualify the

Bidder from award of a contract.

m. A bid may be amended and/or withdrawn by a bidder if the request is received in writing before the due date and hour. The request must be signed by a person authorized to represent the vendor or firm that submitted the bid. Submission of a subsequent bid, unless specifically identified as an additional bid, shall constitute the withdrawal of any prior one submitted by the same bidder on the same Invitation for Bid.

n. Withdrawal of bids after opening is governed by the Code of Virginia §2.2-4330. The bidder shall give notice in writing of his/her claim of right to withdraw his/her bid within two business days after conclusion of the bid opening or procedure and shall submit original work papers with such notice.

3. PRE-PROPOSAL AND PROPOSAL SUBMISSION REQUIREMENTS

a. Direct contact with anyone other than the County Purchasing Manager or the RFP Contact, regarding this Request for Proposals is expressly forbidden except with the permission of the

Purchasing Manager. Violation of this directive may result in a determination that the Offeror is ineligible for award.

b. All proposals must be signed by an officer or employee having the authority to sign on behalf of the firm.

c. All proposals shall be submitted sealed with the proposal number, date and time clearly marked on the outside of the envelope or package. Proposals received by the Purchasing Manager after the due date and time will not be accepted or considered. Failure to return required documents and information specified herein may result in a determination that the proposal is non-responsive. Electronic transmittals (i.e. fax, email, etc.) will not be considered, unless specifically included in the instructions. All costs associated with preparing a proposal, including any mailing costs, are the Offeror’s responsibility.

d. Prices, when requested, shall be stated in units of quantity specified. No additional charges shall be passed on to the County, including sales tax, delivery charges or other surcharges. All deliveries shall be F.O.B.

Destination.

e. If the County is closed for business at the time scheduled for proposal opening, regardless of reason, proposals will be accepted on the next business day of the County, at the originally scheduled time.

f. The Terms and Conditions in this Request for Proposals shall supersede any terms and conditions offered.

Any additional conditions an Offeror intends to be considered, must be submitted as part of the proposal and be indicated on the Proposal Form.

g. Submission of a proposal by the Offeror is not to be construed as an award or an order to ship.

h. A proposal by the Offeror certifies that they are not currently debarred or suspended by a local, state, or federal government entity from doing business with that entity. If a debarment or suspension exists, supporting information shall be provided with the response. Suspension or debarment may disqualify the

Offeror from award of a contract.

i. A proposal may be amended and/or withdrawn by an offeror if the request is received in writing before the due date and hour. The request must be signed by a person authorized to represent the vendor or firm that submitted the proposal. Submission of a subsequent proposal unless specifically identified as an additional submission, shall constitute the withdrawal of any prior one submitted by the same offeror on the same

Request for Proposal.

j. Withdrawal of proposals after opening is governed by the Code of Virginia §2.2-4330. The offeror shall give notice in writing of his/her claim of right to withdraw his/her proposal within two business days after opening or receipt of proposals procedure and shall submit original work papers with such notice.

k. The County posts all solicitations and related documents on eVA, Virginia’s eProcurement Portal

(www.eva.virginia.gov).

4. ADDENDA: Changes or supplemental instructions to this Request for Proposals will be posted online with this solicitation. It is the Offeror's responsibility to check for addenda prior to the due date and time to ensure that all addenda are received.

All Offerors shall acknowledge receipt of Addenda with the proposal. Acknowledgement of all Addenda shall be in the space provided on the Proposal Form or by returning a copy of each signed Addendum. If all Addenda are not acknowledged, the proposal may be determined non-responsive.

The County posts all solicitations and related addenda on eVA, Virginia’s eProcurement Portal

(www.eva.virginia.gov).

5. AWARD

a. A notice of award will be posted with the original solicitation on eVA, Virginia’s eProcurement Portal

(www.eva.virginia.gov ).

b. Competitive Bids shall be awarded to the lowest responsive and responsible bidder. Evaluation will be based on net prices. Unit prices, extensions and grand total must be shown. In case of arithmetic errors, the unit price will govern. If cash discount for prompt payment is offered, it must be clearly shown in the space provided. Discounts for prompt payment will not be considered in making awards. The

County reserves the right to reject any and all bids in whole or in part, to waive any informality, and to delete items prior to making an award.

The right is reserved to make a separate award of each item, a group of items or all items, and to make an award either in whole or in part, whichever is deemed in the best interest of the County. The award or awards will be made to the lowest responsive, responsible bidder or bidders as applicable.

c. Competitive Negotiation selections 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 evaluation factors 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 each offeror so selected, the agency shall select the offeror which, in its opinion, has made the best proposal, and shall award the contract to that offeror.

The County reserves the right to make multiple awards as a result of the solicitation. The County may cancel Request for Proposals or reject proposals at any time prior to an award, and is not required to furnish a statement of the reasons why a particular proposal was not deemed to be the most advantageous in accordance with the Code of Virginia, § 2.2-4359D. Should the County determine in writing and in its sole discretion that only one offeror is fully qualified, or that one offeror is clearly more highly qualified than the others under consideration, a contract may be negotiated and awarded to that offeror.

The award document will be a contract incorporating by reference all the requirements, terms and conditions of the solicitation and the contractor’s proposal as negotiated.

d. An Offeror may protest the award or decision to award by submitting such protest in writing to the

Purchasing Agent no later than ten (10) days after the award or the announcement of the decision to award. No protest shall lie for a claim that the selected Offeror is not a responsible Offeror. The written protest shall include the basis for the protest and the relief sought. The Purchasing Agent shall issue a decision in writing within ten (10) business days stating the reasons for the action taken. This decision shall be final unless the Offeror appeals within ten (10) days of the written decision by invoking legal action as established by the Code of Virginia.

6. AVAILABILITY OF FUNDS: A contract shall be deemed in force only to the extent of availability of an annual appropriation by the County for the purchase of such goods and/or services. The County’s extended obligations on contracts that include funding through successive fiscal periods shall be contingent upon actual appropriations for the successive periods (additional years).

7. AUTHORIZATION TO TRANSACT BUSINESS IN VIRGINIA: All Bidder/Offerors organized or authorized to transact business in the Commonwealth pursuant to Title 13.1 or Title 50, as amended, shall provide the identification number issued to it by the State Corporation Commission. Any Bidder/Offeror that is not required to be authorized to transact business in the Commonwealth as a foreign business entity under

Title 13.1 or Title 50, as amended, or as otherwise required by law shall include in the bid/proposal a statement describing why the Bidder/Offeror is not required to be so authorized.

Any business entity that enters into a contract with a public body pursuant to this chapter shall not allow its existence to lapse or its Certificate of Authority or Registration to Transact Business in the Commonwealth, if so required under Title 13.1 or Title 50, as amended, to be revoked or cancelled at any time during the term of the contract. The County may void any contract with a business entity if the business entity fails to remain in compliance with the provisions of this section. Visit https://www.scc.virginia.gov/ for more information.

8. COOPERATIVE PURCHASE: If authorized by the Bidder/Offeror, the contract resulting from this

Solicitation may be extended to other public bodies, public agencies or institutions within the United States to purchase at contract prices and terms. Any public entity that uses the contract shall place its own order(s) directly with the Contractor(s). The County is not a party to such contracts and is not responsible for placement of orders and payment or discrepancies of the participating jurisdictions. It is the Bidder/Offeror’s responsibility to notify the jurisdictions of the availability of contract(s). Bidder/Offerors who do not wish to extend the terms, conditions and prices to other public entities shall so indicate in the bid/proposal. Cooperative purchases are not extended for construction related projects.

https://www.scc.virginia.gov/

9. SMALL, WOMEN-OWNED MINORITY AND SERVICE-DISABLED VETERAN-OWNED

BUSINESS REQUIREMENTS: The County of Frederick desires to facilitate the establishment, preservation, and strengthening of small businesses and businesses owned by women, minority individuals and service-disabled veterans and to encourage their participation in the County's procurement activities. The County encourages these firms to compete and encourages non-minority firms to provide for the participation of small businesses and businesses owned by women, minority individuals and service-disabled veterans through partnerships, joint ventures, subcontracts, and other contractual opportunities. A directory of Commonwealth of Virginia Small, Women-Owned Minority and Service-Disabled Veteran-Owned businesses can be found at https://directory.sbsd.virginia.gov. Bidder/Offerors are requested to complete the SWaM Business Indicator on

Attachment A.

10. FAITH BASED ORGANIZATIONS: In accordance with the Code of Virginia § 2.2-4343.1, the County does not discriminate against faith-based organizations.

11. NON-DISCRIMINATION: By submitting a bid/proposal, bidders/offerors certify to the County that they will conform to the provisions of the Federal Civil Rights Act of 1964, as amended, as well as the Virginia Fair

Employment Contracting Act of 1975, as amended, where applicable, the Virginians With Disabilities Act, the

Americans With Disabilities Act and § 2.2-4311 of the Virginia Public Procurement Act (VPPA). If the award is made to a faith-based organization, the organization shall not discriminate against any recipient of goods, services, or disbursements made pursuant to the contract on the basis of the recipient's religion, religious belief, refusal to participate in a religious practice, or on the basis of race, age, color, gender sexual orientation, gender identity, or national origin and shall be subject to the same rules as other organizations that contract with public bodies to account for the use of the funds provided; however, if the faith-based organization segregates public funds into separate accounts, only the accounts and programs funded with public funds shall be subject to audit by the public body. (Code of Virginia, § 2.2-4343.1E).

In every contract over $10,000 the provisions in a. and b. below apply:

a. During the performance of this contract, the contractor agrees as follows:

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

2. The contractor, in all solicitations or advertisements for employees placed by or on behalf of the contractor, will state that such contractor is an equal opportunity employer.

3. Notices, advertisements, and solicitations placed in accordance with federal law, rule or regulation shall be deemed sufficient for the purpose of meeting the requirements of this section.

4. The requirements of these provisions a. and b. are a material part of the contract. If the Contractor violates one of these provisions, the County may terminate the affected part of this contract for breach, or at its option, the whole contract. Violation of one of these provisions may also result in debarment from County and State contracting regardless of whether the specific contract is terminated.

5. In accordance with Executive Order 61 (2017), a prohibition on discrimination by the contractor, in its employment practices, subcontracting practices, and delivery of goods or services, on the basis of race, sex, color, national origin, religion, sexual orientation, gender identity, age, political affiliation, disability, or veteran status, is hereby incorporated in this contract.

b. The contractor will include the provisions of a. above in every subcontract or purchase order over $10,000, so that the provisions will be binding upon each subcontractor or vendor.

https://directory.sbsd.virginia.gov/%23/

12. DRUG FREE WORKPLACE: In accordance with the Code of Virginia § 2.2-4312, during the performance of this contract, the Contractor agrees to (i) provide a drug-free workplace for the Contractor’s employees; (ii) post in conspicuous places, available to employees and applicants for employment, a statement notifying employees that the unlawful manufacture, sale, distribution, dispensation, possession, or use of a controlled substance or marijuana is prohibited in the Contractor’s workplace and specifying the actions that will be taken against employees for violations of prohibition; (iii) state in all solicitations or advertisements for employees placed by or on behalf of the Contractor that the Contractor maintains a drug-free workplace; and (iv) include the provisions of the foregoing clauses in every subcontract or Purchase Order over $10,000, so that the provisions will be binding upon each subcontractor or vendor.

For the purposes of this subsection, “A drug-free workplace” means a site for the performance of work done in connection with a specific contract awarded to a contractor in accordance with this subsection, the employees of whom are prohibited from engaging in the unlawful manufacture, sale, distribution, dispensation, possession or use of any controlled substance or marijuana during the performance of the contract.

13. PAYMENT TERMS: Payment will be authorized following receipt of a valid invoice and delivery of goods or completion of services according to specifications and subject to inspections. Payments shall be in accordance with the Acknowledgement of Payment Procedures, which can be found at www.fcva.us/purchasing.

a. Payment terms shall be “Net 30 Days" unless otherwise stated by the Bidder/Offeror on the Bid/Proposal

Form. Alternate terms may be offered by Bidder/Offeror for prompt payment of bills.

b. The payment terms stated herein must appear on the Contractor’s invoice. Failure to comply with this requirement may result in the invoice being returned to the Contractor for correction.

c. Late payment charges shall not exceed the allowable rate specified by the Commonwealth of Virginia

Prompt Payment Act. (1% per month).

d. If offered by the Bidder/Offeror, a payment discount period shall be computed from the date of proper receipt of a valid invoice, or from the date of acceptable receipt of the goods and/or services, whichever is latest.

14. PAYMENT TO SUBCONTRACTORS: In accordance with § 2.2-4354, within seven (7) days after Vendor’s receipt of amounts paid by the County for work performed by a subcontractor, the Vendor shall either: a) pay the subcontractor for the proportionate share of the total payment received from the County attributable to the work performed by the subcontractor; or b) notify the County and subcontractor, in writing, of his intention to withhold all or a part of the subcontractor's payment and the reason for non-payment. The Vendor shall pay interest to the subcontractor on all amounts owed that remain unpaid beyond the seven (7) day period except for amounts withheld as allowed in item b. Unless otherwise provided under the terms of the contract, interest shall accrue at the rate of one percent (1%) per month. The Vendor shall include in each of its subcontracts a provision requiring each subcontractor to include or otherwise be subject to the same payment and interest requirements as set forth above with respect to each lower-tier subcontractor. The Vendor's obligation to pay an interest charge to a subcontractor pursuant to this provision may not be construed to be an obligation of the

County.

15. HOLD HARMLESS AND INDEMNIFICATION: The Contractor shall defend, indemnify and hold the

County, and County’s employees, agents, and volunteers, harmless, from and against any and all damage claim, liability, cost, or expense (including, without limitation, reasonable attorney’s fees and court costs) of every kind and nature (including, without limitation, those arising from any injury or damage to any person, property or business) incurred by or claimed against the Contractor, its employees, agents, and volunteers, or incurred by or claimed against the County, County’s employees, agents, and volunteers, arising out of, or in connection with, the performance of all services hereunder by the Contractor. This indemnification and hold harmless http://www.fcva.us/purchasing http://www.fcva.us/purchasing includes, but is not limited to, any financial or other loss, any adverse regulatory, agency or administrative sanctions or civil penalties incurred by the County due to the negligent, fraudulent or criminal acts of the

Contractor or any of the Contractor’s officers, shareholders, employees, agents, contractors, subcontractors, or any other person or entity acting on behalf of the Contractor. Unless otherwise provided by law, the Contractor indemnification obligations hereunder shall not be limited in any way by the amount or type of damages, compensation, or benefits payable by or for the Contractor under worker’s compensation acts, disability benefit acts, other employee benefit acts, or benefits payable under any insurance policy. This paragraph shall survive the termination of the contract including any renewal or extension thereof.

The Contractor agrees to defend and save the County, its agents, officials, volunteers and employees, harmless from liability of any nature or kind, for use of any copyright, composition, secret process, patented or unpatented invention, goods and/or services or appliances furnished or used in the performance of the contract, or which the Contractor is not the patentee, assignee, or licensee, to the same extent as provided in the above paragraph.

16. CONTRACTOR’S FORMS/BOILERPLATE CONTRACTS: All written agreements, contracts, service agreements, account applications, forms and other documents, of any nature, that the Contractor would require the County to sign in connection with any contract resulting from this procurement transaction, or the performance thereof by the Contractor, must be submitted along with the Contractor’s offer. Under no circumstances shall the County be required to agree to any contractual provision (i) that would materially conflict with any provision of this solicitation, (ii) that would affect the price, quality, quantity or delivery schedule for any goods or services, or (iii) that would, in the County’s sole discretion, materially alter the overall combination of quality, price and various elements of required services that in total are optimal relative to the County’s needs, and the Contractor shall not condition its performance or delivery upon any such agreement by the County.

17. INTERPRETATION OF SPECIFICATIONS: The apparent silence in the specifications and any supplemental specifications as to any detail or the omission from the specifications shall be regarded as meaning that only the best commercial practices are to prevail and correct type, size and design are to be used. All interpretations of these specifications shall be made on the basis of this statement.

18. LAWS AND REGULATIONS: The Contractor shall keep fully informed of all federal, state and local laws, ordinances and regulations that in any manner affect the conduct of the work. The Contractor shall at all times observe and comply with all such laws, ordinances and regulations.

19. GOVERNING LAW AND FORUM SELECTION: This solicitation is subject to the laws of the

Commonwealth of Virginia and the County of Frederick, Virginia. By virtue of entering into a contract, Contractor submits itself to a court of competent jurisdiction serving Frederick County, Virginia, and further agrees that this contract is controlled by the laws of the Commonwealth of Virginia and that all claims, disputes, and other matters shall only be decided by said court accordingly.

20. RIGHTS UNDER ANTITRUST LAWS: The Bidder/Offeror assigns to the County any and all rights that it may have under the antitrust laws of the United States and the Commonwealth of Virginia in any way arising from or pertaining to the bid/proposal. This provision is remedial in nature and is to be liberally construed by any court in favor of the County.

21. ETHICS IN PUBLIC CONTRACTING: Pursuant to the Virginia Code § 2.2-4367: By submitting a bid/proposal, the Bidder/Offeror certifies that their proposal is made without collusion of fraud and that they have not offered or received any kickbacks or inducements from any other offeror, supplier, manufacturer or subcontractor in connection with their proposal, and that they have not conferred on any public employee having official responsibility for this procurement transaction any payment, loan subscription, advance, deposit of money, services or anything of more than nominal value, present or promised, unless consideration of substantially equal or greater value was exchanged.

22. IMMIGRATION REFORM AND CONTROL ACT OF 1986: The Bidder/Offeror certifies that it does not and will not during the performance of this Agreement knowingly violate the provisions of the Federal

Immigration Reform and Control Act of 1986, as amended, which prohibits employment of illegal aliens.

23. ASSIGNMENT OF CONTRACT: A Contractor may not assign or transfer this contract and/or Purchase

Order in whole or in part except with the prior written consent of the County, which may be withheld in the

County’s sole and exclusive discretion.

24. DEFAULT: In event of default by the Contractor, the County reserves the right to procure the goods and/or services from other sources and hold the Contractor liable for any excess cost occasioned thereby.

25. TERMINATION FOR CONVENIENCE: The County may terminate a contract when funds are not appropriated for the specified goods or services or when it is determined to be in the County’s best interest without providing specific cause.

26. TERMINATION FOR CAUSE: In the event that the Contractor shall for any reason or through any cause be in default of the terms, conditions, or obligations of the contract documents, the County may give the Contractor written notice of such default and terminate the contract. All terms, conditions, and obligations of the contract documents are considered material.

The County may, in its discretion, provide the Contractor an opportunity to cure the default, if curable, prior to termination. Unless a different duration is provided in the notice of default, or agreed upon by the parties in writing, the Contractor shall have fourteen (14) calendar days to cure the default from the date such notice is mailed to the Contractor unless notification is by electronic means (fax/email) or personal delivery, in which case the opportunity to cure shall commence upon delivery of the notice. Upon failure of the Contractor to cure the default, the County may immediately terminate the contract effective as of the mailing or delivery of the default notice. If the County terminates the contract, the Contractor shall remain liable for performance of all terms, conditions, and obligations through the date of termination. Termination by the County shall not constitute a waiver by the County of any other rights or remedies available to the County by law or contract.

In addition, failure of the Contractor to perform the obligations of the contract may result in debarment of the

Contractor for a period of up to three years. Termination and/or debarment of the Contractor shall not constitute a waiver by the County of any other rights or remedies available to the County by law or contract.

27. RIGHTS AND REMEDIES NOT WAIVED: In no event shall a payment by the County to the Contractor or the waiver by the County of any provision under the contract, including any obligation of the Contractor, constitute or be construed as a waiver by the County of any other provision, obligation, breach of covenant, or any default which may exist under this contract on the part of the Contractor, and the making of any such payment by the County while any such breach or default exists shall not impair or prejudice any rights or remedies available to the County.

28. SEVERABILITY: If any provision of the Contract resulting from this Solicitation or the application thereof to any person or circumstances shall to any extent be invalid or unenforceable, the remainder of this contract, or the application of such provision to persons or circumstances other than those which it is invalid or unenforceable, shall not be affected, and each provision of this contract shall be valid and enforced to the full extent permitted by law.

29. INDEPENDENT CONTRACTOR: The Contractor and any employees, agents, or other persons or entities acting on behalf of the Contractor shall act in an independent capacity and not as officers, employees, or agents of the County.

30. CONFLICT: In the event of a conflict between the contract documents, including these terms and conditions and the terms of a purchase order or related document issued by the Finance Department, the contract documents shall control.

31. CONTRACTUAL DISPUTES: Any dispute concerning a question of fact as a result of a contract with the

County which is not disposed of by agreement shall be decided by the County Administrator, who shall reduce a decision to writing and mail or otherwise forward a copy to the Contractor within ninety (90) days. The decision of the County Administrator shall be final and conclusive unless the Contractor appeals within six (6) months of the date of the final written decision by instituting legal action as provided in the Code of Virginia.

A Contractor may not institute legal action, prior to receipt of the County Administrator’s decision on the claim, unless the County fails to render such decision within the time specified.

a. Contractual claims, whether for money or other relief, shall be submitted in writing no later than sixty (60) days after final payment; however, written notice of the Contractor's intention to file such claim shall have been given at the time of the occurrence or beginning of the work upon which the claim is based. Nothing herein shall preclude a contract from requiring submission of an invoice for final payment within a certain time after completion and acceptance of the work or acceptance of the goods. Pendency of claims shall not delay payment of amounts agreed due in the final payment.

32. NON-EXCLUSIVE CONTRACT: Nothing herein is intended nor shall be construed as creating any exclusive arrangement with the Contractor. The contract shall not restrict the County from acquiring similar, equal or like goods and/or services from other sources.

33. RECORDS AND INSPECTION: The Contractor shall maintain full and accurate records with respect to all matters covered under this contract, including, without limitation, accounting records, written policies and procedures, time records, telephone records, and any other supporting evidence used to memorialize, reflect, and substantiate charges or fees related to this contract. The Contractor’s records shall be open to inspection and subject to audit and/or reproduction, during normal working hours, by the County and its employees, agents or authorized representatives after giving at least three (3) days’ notice to the Contractor by the County. The

County shall have access to such records from the effective date of this contract, for the duration of the contract, and for five (5) years after the date of final payment by the County to the Contractor pursuant to this contract or any renewal or extension of this contract. The County’s employees, agents or authorized representatives shall have access to the Contractor’s facilities, shall have access to all necessary records, and shall be provided adequate and appropriate workspace, in order to conduct audits.

34. VIRGINIA FREEDOM OF INFORMATION ACT: Public inspection of all records is strictly governed by

Code of Virginia 2.2-4342 and in accordance with the Virginia Freedom of Information Act (VA Code 2.2-

3700 et seq). Any inspection of procurement transactions shall be subject to reasonable restrictions to ensure the security and integrity of the records. Cost estimates relating to a proposed procurement transaction prepared by or for a public body shall not be open to public inspection.

35. ENTIRE AGREEMENT: The contract resulting from this Solicitation and any additional or supplementary documents incorporated herein by reference contain all the terms and conditions agreed upon by the parties hereto, and no other agreements, oral or otherwise, regarding the subject matter of this contract or any part thereof shall have any validity or bind any of the parties hereto. This contract shall not be modified, altered, changed or amended unless in writing and signed by the parties hereto.