IFB 61899 - Streetlight Replacement Project.pdf

City of Fairfax, Virginia

Office of Procurement Services 10455 Armstrong Street Fairfax, Virginia 22030

Title Streetlight Replacement Project

Invitation for Bid IFB 61899

Commodity Code 28580 – Street Light Poles and Standards

Contract Administrator David Kundid

Issue Date March 18, 2024

Questions Deadline Submit all questions no later than March 22, 2024 to David Kundid at:

David.Kundid@fairfaxva.gov

Due Date/Time March 29, 2024 @ 1:00 P.M.

PAPER OR HAND-DELIVERED BIDS WILL NOT BE ACCEPTED IN RESPONSE TO THIS

SOLICITATION. ALL BIDS MUST BE SUBMITTED ELECTRONICALLY VIA THE VIRGINIA

PROCUREMENT SITE WHICH CAN BE FOUND AT HTTPS://EVA.VIRGINIA.GOV. ANY

ASSISTANCE SUBMITTING BIDS THROUGH THIS SYSTEM MUST BE DIRECTED SOLEY

TO EVA SUPPORT/HELPDESK.

• Your business must be eVA registered and in active status.

• Start by clicking the Register Now link on the eVA website (www.eVA.virginia.gov).

The City of Fairfax does not discriminate against faith-based organizations in accordance with the Code of Virginia, § 2.2-4343.1 or against a bidder or offeror because of race, religion, color, sex, national origin, age, disability, or any other basis prohibited by state law relating to discrimination in employment in the performance of its procurement activity.

mailto:David.Kundid@fairfaxva.gov https://www.fairfaxva.gov/?splash=http%3a%2f%2fwww.eVA.virginia.gov&____isexternal=true

IFB 61899

GENERAL TERMS AND CONDITIONS

1. PURPOSE: The intent of this solicitation is to establish a term contract for Holophane products for the City of Fairfax, VA to be used on an as-needed basis.

2. BACKGROUND INFORMATION: The Historic District has been illuminated via a system of lamps fed by natural gas with glowing mantles. This existing system provides a genuinely historic ambiance, but it is now aging and lacking sufficient illumination ability. After a detailed study of the options, the City has selected a new LED lamp and pole combination to provide illumination throughout the Historic District. The City of Fairfax, VA has a multi-year project to replace the gas streetlights with LED streetlights with the City of Fairfax. As the new LED streetlights are installed, the City will retire and permanently remove the gas streetlights. The first phase of the project was completed in 2023. The second phase of the project shall be to replace lighting on North Street, Chain Bridge Road, University Drive, Blenhiem Boulevard, Main Street, and East Street. Forty-five

(45) streetlights will be replaced in the second phase.

The next phases of the project shall depend on funding being approved in the future Capital Improvement Plan (CIP) budgets. After the initial phase, the City of Fairfax shall not guarantee any amount of business to the award Bidder throughout the longevity of the awarded contract.

3. SCOPE OF WORK:

a. Eligible Bidders A Bidder shall be a factory authorized dealer of Holophane products.

b. Product Identification Manufacturer and product descriptions used in this solicitation are product specific. The items offered in the response to this solicitation shall be Holophane products. These specific products are required to create uniformity for streetlights. Bidders failing to comply with this requirement shall be deemed a non-responsive.

c. Products and Cost The initial phase is divided into four (4) categories – Version “A/B”, Version “C”, Version “D”, and Version “E”. The catalog numbers for each category are listed in Attachment 2 Price Document. For additional information, please see Attachment 3 Product Version Configurations.

Bidder shall provide a cost for the Initial Phase Purchase Quantity and a Cost Per Unit in Attachment 2 Price Document. The Initial Phase Purchase Quantity price should be a grand total for all the items listed in each Version. The Cost Per Unit shall be the purchase price for a quantity of one (1) listed in each Version. The Bidder shall provide this price for the initial one (1) year contract term without a minimum order quantity.

The Bidder shall be able to provide all products listed in Attachment 2. A Bidder shall provide all products to be deemed responsive.

d. General Pricing Requirements

i. Pricing shall include shipping from the manufacturer to the local factory authorized dealer convenient to the City of Fairfax.

ii. No service fees or additional cost shall be invoiced to the City by the contractor during the term of the contract (except as described in this IFB or mutually agreed upon in writing).

iii. There shall be no “small order”, “minimum order”, or “special order” charges or surcharges.

iv. There shall be no return fees for inaccuracies or other errors on the part of the Bidder.

v. Any rush delivery that occurs as a result of the Bidder’s error (e.g. stock-outs, delivery of wrong product, etc.) shall be free of charge. No handling surcharges shall be added for any rush or expedited orders due to a Bidder’s error.

e. Product Availability

The contractor shall agree that there will be no cancellation of products used without an equal and acceptable replacement during the term of the Contract. Manufacturer’s discontinuation of any products must be communicated to the City of Fairfax in writing within fifteen (15) business days. In such instances, contractor agrees to work with the City to identify and implement alternative options that maintain or reduce costs associated with the replacements.

f. Packaging and Shipping Packaging for shipment shall be such as to protect the product adequately to insure safe shipment. All products shall be packaged in such a manner as to ensure delivery in first class condition and properly marked for identification.

All shipments shall be comprised of original cartons associated with the commercial industry represented by the actual product contained within each carton. Itemized packing list is to accompany all shipments. Deliveries containing re-used, re-labeled, re-worked or alternate cartons are subject to rejection at the Contractor's expense.

By submitting their bids, all bidders certify and warrant that the price offered for FOB destination includes only the actual freight rate costs at the lowest and best rate and is based upon the actual weight of the goods to be shipped. Except as otherwise specified herein, standard commercial packaging, packing and shipping containers shall be used.

All shipping containers shall be legibly marked or labeled on the outside with purchase order number, commodity description, and quantity.

All materials shipped to the City must be shipped F.O.B. DESTINATION unless otherwise stated in the contract or purchase order. The materials must be delivered to the "Ship to" address indicated on the purchase order.

Unless bought F.O.B. "shipping point" and Contractor prepays transportation, no delivery charges shall be added to invoices except when express delivery is authorized and substituted on orders for the method specified in the contract. In such cases, difference between freight or mail and express charges may be added to invoice.

g. Delivery

The product shall be delivered to 3410 Pickett Road, Fairfax, VA. The product shall be delivered Monday through Friday between the hours of 6:00 a.m. and 1 p.m.

h. Back Order It is the responsibility of the contractor to notify the City of Fairfax, in writing, immediately upon notification from the manufacturer that an item is on back order. The contractor shall state the reason for the back order and the expected delivery date.

i. Returns

Any materials delivered in poor condition, in excess of the amount authorized by the purchase order, or not included on the purchase order may, at the discretion of the City, be returned to the contractor. Return authorizations shall be credited immediately once the supplier has received the returned goods.

i. The City shall not be charged a restocking fee for any returns due to the contractor error, damage.

ii. The contractor is responsible for pick-up and replacement of all damaged or excess goods within a reasonable time frame to the purchasing entity.

iii. Additional Charges Returning unused stock, or special materials, to the contractor due to requirement changes may be liable for a restocking fee, not to exceed 15%.

4. CONTRACT TERM: The term of the contract shall begin upon award. The initial term shall be for one (1) year. This contract may be renewed by the City upon written agreement of both parties for up to four (4) annual extensions, under the terms of the current contract, and at a reasonable time (approximately 90 days) prior to the expiration.

5. BID SUBMISSION: Sealed Bids shall be received and time stamped online through the eVA website, no later than Bid Closing and will be publicly posted, following the Bid Closing. Bidders are responsible for ensuring its submission prior to Bid Closing. The time a Bid is received shall be determined by the time stamp on the Bid receipt by the time clock on the eVA Sourcing and Contracting website. The City of Fairfax is not responsible for any technical difficulties which may result in the Bidders response not uploading in time, or any responses that are not properly uploaded. Late bids will not be accepted. The City will not receive any bids in person and paper bids will not be accepted. Any paper bids received will be not be considered and will be returned, unopened, to the bidder. Bids received after the Bid Closing shall not be considered. Conditional bids may be rejected in whole or in part

6. PRODUCT INFORMATION: The bidder shall clearly and specifically identify the product being offered and enclose complete and detailed descriptive literature, catalog cuts and specifications with the bid to enable the City to determine if the product offered meets the requirements of the solicitation. Failure to do so may cause the bid to be considered nonresponsive.

7. AWARD: An award will be made 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 City 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 Purchasing Agent reserves the right to make award on all items in the aggregate or on any of the items on an individual basis, whichever is in the best interest of the City.

8. RENEWAL OF CONTRACT: This contract may be renewed by the City for four (4) successive one-year periods under the terms and conditions of the original contract except as stated below. Price increases may be negotiated only at the time of renewal. Written notice of the City’s intention to renew shall be given approximately 90 days prior to the expiration date of each contract period.

a. If the City elects to exercise the option to renew the contract for an additional one-year period, the contract price(s) for the additional one year shall not exceed the contract price(s) of the original contract increased/decreased by more than the percentage increase/decrease of the Producer Price Index for Metal Product Manufacturing for the latest twelve months for which statistics are available.

b. If during any subsequent renewal periods, the City elects to exercise the option to renew the contract, the contract price(s) for the subsequent renewal period shall not exceed the contract price(s) of the previous renewal period increased/decreased by more than the percentage increase/decrease of the Producer Price Index for Metal Product Manufacturing for the latest twelve months for which statistics are available.

9. BID ACCEPTANCE PERIOD: Any bid in response to this solicitation shall be valid for (120) days. At the end of the days the bid may be withdrawn at the written request of the bidder. If the bid is not withdrawn at that time it remains in effect until an award is made or the solicitation is canceled.

10. INSPECTION AND ACCEPTANCE: Acceptance shall occur only after receipt and inspection provided such inspection, as appropriate, is accomplished within a reasonable time. The City reserves the right to conduct any test/inspection it may deem advisable to assure goods and services conform to the specifications.

11. MAINTENANCE MANUALS: The contractor shall provide with each piece of equipment an operations and maintenance manual with wiring diagrams, parts list, and a copy of all warranties.

12. WARRANTY: Should any defect be noted by the owner, the City will notify the contractor of such defect or non-conformance. Notification will state either (1) that the contractor shall replace or correct, or (2) the owner does not require replacement or correction, but an equitable adjustment to the contract price will be negotiated. If the contractor is required to correct or replace, it shall be at no cost to the City and shall be subject to all provisions of this clause to the same extent as materials initially delivered. If the contractor fails or refuses to replace or correct the deficiency, the office issuing the purchase order may have the materials corrected or replaced with similar items and charge the contractor the costs occasioned thereby or obtain an equitable adjustment in the contract price.

13. PROMPT PAYMENT DISCOUNTS: The City will pay within 30 days after acceptance and receipt of a proper invoice. A prompt payment discount offered for prompt payment of (15) calendar days or longer will be calculated in determining net low bid.

14. PURCHASE ORDER: City purchases are authorized only if the city issues a Purchase Order in advance of the transaction, indicating that the city has sufficient funds to pay for the purchase. If the Contractor provides goods or services without a city purchase order, it does so at its own risk and expense. The city is not liable for payment for any purchases made by its employees that are not authorized by the City Purchasing Agent.

To be valid, a purchase order issued under this Contract must be issued during the term of the Contract. The period specified for performance of the purchase order may extend past the term of the Contract. If a notice terminating this Contract is issued, the notice shall be construed as applying only to the Contract and not to any existing purchase order, unless the notice expressly states the intent to terminate the purchase order.

15. APPLICABLE LAWS AND COURTS: This solicitation and any resulting contract shall be governed in all respects by the laws of the Commonwealth of Virginia, without regard to its choice of law provisions, and any litigation with respect thereto shall be brought in the circuit courts of the Commonwealth. The contractor shall comply with all applicable federal, state and local laws, rules and regulations.

16. ANTI-DISCRIMINATION: By submitting their bids, bidders certify to the City 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 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).

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

a. The contractor will not discriminate against any employee or applicant for employment because of race, religion, color, sex, national origin, age, disability, or any other basis prohibited by state law relating to discrimination in employment, except where there is a bona fide occupational qualification reasonably necessary to the normal operation of 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.

b. 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.

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

d. The requirements of these provisions 1. and 2. are a material part of the contract. If the Contractor violates one of these provisions, the City 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 regardless of whether the specific contract is terminated.

2. The contractor will include the provisions of 1. above in every subcontract or purchase order over $10,000, so that the provisions will be binding upon each subcontractor or vendor.

17. ETHICS IN PUBLIC CONTRACTING: By submitting their bids, bidders certify that their bids are made without collusion or fraud and that they have not offered or received any kickbacks or inducements from any other bidder, supplier, manufacturer or subcontractor in connection with their bid, 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.

18. IMMIGRATION REFORM AND CONTROL ACT OF 1986: The Contractor certifies that the

Contractor does not, and shall not during the performance of the contract for goods and services in the Commonwealth, knowingly employ an unauthorized alien as defined in the federal Immigration Reform and Control Act of 1986.

19. DEBARMENT STATUS: By participating in this procurement, the vendor certifies that they are not currently debarred by the City of Fairfax from submitting a response for the type of goods and/or services covered by this solicitation. Vendor further certifies that they are not debarred from filling any order or accepting any resulting order, or that they are an agent of any person or entity that is currently debarred by the City of Fairfax.

If a vendor is created or used for the purpose of circumventing a debarment decision against another vendor, the non-debarred vendor will be debarred for the same time period as the debarred vendor.

20. ANTITRUST: By entering into a contract, the contractor conveys, sells, assigns, and transfers to the City of Fairfax all rights, title and interest in and to all causes of action it may now have or hereafter acquire under the antitrust laws of the United States and the Commonwealth of Virginia, relating to the particular goods or services purchased or acquired by the Commonwealth of Virginia under said contract.

21. MANDATORY USE OF CITY FORM AND TERMS AND CONDITIONS: Failure to submit a bid on the official City form provided for that purpose shall be a cause for rejection of the bid. Modification of or additions to any portion of the Invitation for Bids may be cause for rejection of the bid;

however, the City reserves the right to decide, on a case by case basis, in its sole discretion, whether to reject such a bid as nonresponsive. As a precondition to its acceptance, the City may, in its sole discretion, request that the bidder withdraw or modify nonresponsive portions of a bid which do not affect quality, quantity, price, or delivery. No modification of or addition to the provisions of the contract shall be effective unless reduced to writing and signed by the parties.

22. CLARIFICATION OF TERMS: If any prospective bidder has questions about the specifications or other solicitation documents, the prospective bidder should contact the Purchasing agent whose name appears on the face of the solicitation no later than five working days before the due date.

Any revisions to the solicitation will be made only by addendum issued by the Purchasing Agent.

23. QUANTITIES: Quantities set forth in this solicitation are estimates only, and the contractor shall supply at bid prices actual quantities as ordered, regardless of whether such total quantities are more or less than those shown.

24. TRANSPORTATION AND PACKAGING: By submitting their bids, all bidders certify and warrant that the price offered for FOB destination includes only the actual freight rate costs at the lowest and best rate and is based upon the actual weight of the goods to be shipped. Except as otherwise specified herein, standard commercial packaging, packing and shipping containers shall be used.

All shipping containers shall be legibly marked or labeled on the outside with purchase order number, commodity description, and quantity.

25. POINT OF DESTINATION-All materials shipped to the City must be shipped F.O.B. DESTINATION unless otherwise stated in the contract or purchase order. The materials must be delivered to the "Ship to" address indicated on the purchase order.

26. ADDITIONAL CHARGES-Unless bought F.O.B. "shipping point" and Contractor prepays transportation, no delivery charges shall be added to invoices except when express delivery is authorized and substituted on orders for the method specified in the contract. In such cases, difference between freight or mail and express charges may be added to invoice.

27. PAYMENT:

a. Invoices for items ordered, delivered and accepted shall be submitted by the contractor directly to the payment address shown on the purchase order/contract. All invoices shall show the contract number and/or purchase order number.

b. Any payment terms requiring payment in less than 30 days will be regarded as requiring payment 30 days after invoice or delivery, whichever occurs last. This shall not affect offers of discounts for payment in less than 30 days, however.

c. Invoices shall be submitted to:

City of Fairfax – Accounts Payable or accountspayable@fairfaxva.gov 10455 Armstrong Street, Suite 312 mailto:accountspayable@fairfaxva.gov

Fairfax, VA 22030

28. UNREASONABLE CHARGES. Under certain emergency procurements and for most time and material purchases, final job costs cannot be accurately determined at the time orders are placed.

In such cases, contractors should be put on notice that final payment in full is contingent on a determination of reasonableness with respect to all invoiced charges. Charges which appear to be unreasonable will be resolved in accordance the Fairfax City Purchasing Resolution.

29. PRECEDENCE OF TERMS: The following General Terms and Conditions, APPLICABLE LAWS AND

COURTS, ANTI-DISCRIMINATION, ETHICS IN PUBLIC CONTRACTING, IMMIGRATION REFORM AND CONTROL ACT OF 1986, DEBARMENT STATUS, ANTITRUST, CLARIFICATION OF TERMS, PAYMENT shall apply in all instances. In the event there is a conflict between any of the other General Terms and Conditions and any Special Terms and Conditions in this solicitation, the Special Terms and Conditions shall apply.

30. QUALIFICATIONS OF BIDDERS: The City may make such reasonable investigations as deemed proper and necessary to determine the ability of the bidder to perform the services/furnish the goods and the bidder shall furnish to the City all such information and data for this purpose as may be requested. The City reserves the right to inspect bidder’s physical facilities prior to award to satisfy questions regarding the bidder’s capabilities. The City further reserves the right to reject any bid if the evidence submitted by, or investigations of, such bidder fails to satisfy the City that such bidder is properly qualified to carry out the obligations of the contract and to provide the services and/or furnish the goods contemplated therein.

31. ASSIGNMENT OF CONTRACT: A contract shall not be assignable by the contractor in whole or in part without the written consent of the City.

32. CHANGES TO THE CONTRACT: The parties may agree in writing to modify the terms, conditions, or scope of the contract. Any additional goods or services to be provided shall be of a sort that is ancillary to the contract goods or services, or within the same broad product or service categories as were included in the contract award. Any increase or decrease in the price of the contract resulting from such modification shall be agreed to by the parties as a part of their written agreement to modify the scope of the contract.

33. ADDITIONS/DELETIONS: The City reserves the right to add similar items/services or delete items/services specified in the resultant contract as requirements change during the period of the contract. Fairfax City and the Contractor will mutually agree to prices for items/services to be added to the contract. Contract amendments will be issued for all additions or deletions.

34. DEFAULT: In case of failure to deliver goods or services in accordance with the contract terms and conditions, the City, after due oral or written notice, may procure them from other sources and hold the contractor responsible for any resulting additional purchase and administrative costs.

This remedy shall be in addition to any other remedies which the City may have.

35. TAXES: Sales to the City are normally exempt from State sales tax. State sales and use tax certificates of exemption, Form ST-12, will be issued upon request. Deliveries against this contract shall usually be free of Federal excise and transportation taxes. The City’s excise tax exemption registration number is A-212973.

36. INSURANCE: By signing and submitting a bid or proposal under this solicitation, the bidder or offeror certifies that if awarded the contract, it will have the following insurance coverage at the time the contract is awarded. The bidder or offeror further certifies that the contractor and any subcontractors will maintain these insurance coverage during the entire term of the contract and that all insurance coverage will be provided by insurance companies authorized to sell insurance in Virginia by the Virginia State Corporation Commission.

MINIMUM INSURANCE COVERAGES AND LIMITS:

1. Workers’ Compensation - Statutory requirements and benefits. Coverage is compulsory for employers of three or more employees, to include the employer. Contractors who fail to notify the Commonwealth of increases in the number of employees that change their workers’ compensation requirements under the Code of Virginia during the course of the contract shall be in noncompliance with the contract.

2. Employer’s Liability - $1,000,000

3. Commercial General Liability - $1,000,000 per occurrence and $2,000,000 in the aggregate.

Commercial General Liability is to include bodily injury and property damage, personal injury and advertising injury, products and completed operations coverage. The City of Fairfax shall be added as an additional insured to the policy by an endorsement.

37. ANNOUNCEMENT OF AWARD: Upon the award or the announcement of the decision to award a contract as a result of this solicitation, the City will publicly post such notice on the Virginia Business Opportunities website (www.eva.virginia.gov).

38. DRUG-FREE WORKPLACE: 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 such 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 of over $10,000, so that the provisions will be binding upon each subcontractor or vendor.

For the purposes of this section, “drug-free workplace” means a site for the performance of work done in connection with a specific contract awarded to a contractor, 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.

http://www.eva.state.va.us/

39. NONDISCRIMINATION OF CONTRACTORS: A bidder, offeror, or contractor shall not be discriminated against in the solicitation or award of this contract because of race, religion, color, sex, national origin, age, disability, faith-based organizational status, any other basis prohibited by state law relating to discrimination in employment or because the bidder or offeror employs ex-offenders unless the City has made a written determination that employing ex-offenders on the specific contract is not in its best interest. If the award of this contract is made to a faith-based organization and an individual, who applies for or receives goods, services, or disbursements provided pursuant to this contract objects to the religious character of the faith-based organization from which the individual receives or would receive the goods, services, or disbursements, the City shall offer the individual, within a reasonable period of time after the date of his objection, access to equivalent goods, services, or disbursements from an alternative provider.

40. AVAILABILITY OF FUNDS: It is understood and agreed between the parties herein that the City shall be bound hereunder only to the extent that the City Council has appropriated funds that are legally available or may hereafter become legally available for the purpose of this agreement.

41. COOPERATIVE PROCUREMENT: Bidders are advised that the resultant contract(s) may be extended, with the authorization of the Bidder, to other public bodies, or public agencies or institutions of the United States to permit their use of the contract at the same prices and/or discounts and terms and conditions of the resulting contract. If any other public body decides to use the final contract, the Contractor(s) must deal directly with that public body concerning the placement of orders, issuance of the purchase orders, contractual disputes, invoicing and payment. The City of Fairfax acts only as the "Contracting Agent" for these public bodies. Failure to extend a contract to any public body will have no effect on consideration of your bid.

It is the Contractors responsibility to notify the public body(s) of the availability of the contract(s).

Other public bodies desiring to use this contract must make their own legal determination as to whether the use of this contract is consistent with their laws, regulations, and other policies.

Each public body has the option of executing a separate contract with the Contractor(s). Public bodies may add terms and conditions required by statute, ordinances, and regulations, to the extent that they do not conflict with the contract’s terms and conditions. If, when preparing such a contract, the general terms and conditions of a public body are unacceptable to the Contractor, the Contractor may withdraw its extension of the award to that public body. The City of Fairfax shall not be held liable for any costs or damages incurred by another public body as a result of any award extended to that public body by the Contractor.

42. BIDDER INTERESTED IN MORE THAN ONE BID: If more than one bid is offered by a bidder, directly or indirectly, all such bids may be rejected. A bidder who has quoted prices on work, materials, or supplies to a bidder is not disqualified from quoting prices to other bidders or firms submitting a bid directly for the work, materials or supplies.

43. AUTHORIZATION TO CONDUCT BUSINESS IN THE COMMONWEALTH: A contractor organized as a stock or nonstock corporation, limited liability company, business trust, or limited partnership or registered as a registered limited liability partnership shall be authorized to transact business in the Commonwealth as a domestic or foreign business entity if so required by Title 13.1 or Title

50 of the Code of Virginia or as otherwise required by law. Any business entity described above that enters into a contract with a public body pursuant to the Virginia Public Procurement Act 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, to be revoked or cancelled at any time during the term of the contract. A public body may void any contract with a business entity if the business entity fails to remain in compliance with the provisions of this section.

44. AUDIT: The contractor shall retain all books, records, and other documents relative to this contract for five (5) years after final payment, or until audited by the City of Fairfax, whichever is sooner. The City and/or its authorized agents, shall have full access to and the right to examine any of said materials during said period.

45. INDEMNIFICATION: Contractor agrees to indemnify the City of Fairfax, its officers, agents, and employees for any loss, liability, cost, or reasonable settlement cost incurred as a result of any claims, damages and actions of any kind or nature, whether at law or in equity, arising from or caused by the use of any materials, goods, or equipment of any kind or nature furnished by the contractor/any services of any kind or nature furnished by the contractor, provided that such liability is not attributable to the sole negligence of the city or to failure of the city to use the materials, goods, or equipment in the manner already and permanently described by the contractor on the materials, goods or equipment delivered.

46. REFERENCES: Bidders shall provide a list of at least 3 references where similar goods and/or services have been provided. Each reference shall include the name of the organization, the complete mailing address, the name of the contact person and telephone number.

47. SUBCONTRACTS: No portion of the work shall be subcontracted without prior written consent of the purchasing agency. In the event that the contractor desires to subcontract some part of the work specified herein, the contractor shall furnish the purchasing agency the names, qualifications and experience of their proposed subcontractors. The contractor shall, however, remain fully liable and responsible for the work to be done by its subcontractor(s) and shall assure compliance with all requirements of the contract.

48. STATE CORPORATION COMMISSION IDENTIFICATION NUMBER: Pursuant to Code of Virginia, §2.2-4311.2 subsection B, a bidder or offeror organized or authorized to transact business in the Commonwealth pursuant to Title 13.1 or Title 50 is required to include in its bid or proposal the identification number issued to it by the State Corporation Commission (SCC). Any bidder or 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 or as otherwise required by law is required to include in its bid or proposal a statement describing why the bidder or offeror is not required to be so authorized. Indicate the above information on the SCC Form provided. Contractor agrees that the process by which compliance with Titles 13.1 and 50 is checked during the solicitation stage (including without limitation the SCC Form provided) is streamlined and not definitive, and the Commonwealth’s use and acceptance of such form, or its acceptance of Contractor’s statement describing why the bidder or offeror was not legally required to be authorized to transact business in the Commonwealth, shall not be conclusive of the issue and shall not be relied upon by the Contractor as demonstrating compliance.

49. E-VERIFY PROGRAM: Pursuant to Code of Virginia, §2.2-4308.2., any employer with more than an average of 50 employees for the previous 12 months entering into a contract in excess of $50,000 with the City to perform work or provide services pursuant to such contract shall register and participate in the E-Verify program to verify information and work authorization of its newly hired employees performing work pursuant to such public contract. Any such employer who fails to comply with these provisions shall be debarred from contracting with the City for a period up to one year. Such debarment shall cease upon the employer’s registration and participation in the E-Verify program. If requested, the employer shall present a copy of their Maintain Company page from E-Verify to prove that they are enrolled in E-Verify.

50. LEGAL ACTION:

No bidder, offeror, potential bidder or offeror, or contractor shall institute any legal action until all statutory requirements have been met.

51. WITHDRAWAL OF BID DUE TO ERROR:

The bidder shall give notice in writing of his claim of right to withdraw his bid writing two business days after the conclusion of the bid opening procedure and shall submit original work papers with such notice.

52. TERMINATION OF CONTRACTS: Contracts will remain in force for full periods specified and/or until all articles ordered before date of termination shall have been satisfactorily delivered and accepted and thereafter until all requirements and conditions shall have been met, unless:

Terminated prior to expiration date by satisfactory deliveries of entire contract requirements, or upon termination by the City for Convenience or Cause.

Extended upon written authorization of the Purchasing Agent and accepted by Contractor, to permit ordering of unordered balances or additional quantities at contract prices and in accordance with contract terms.

TERMINATION FOR CONVENIENCE: A contract may be terminated in whole or in part by the City in accordance with this clause whenever the Purchasing Agent shall determine that such a termination is in the best interest of the City. Any such termination shall be effected by delivery to the Contractor at least five (5) working days prior to the termination date of a Notice of

Termination specifying the extent to which performance shall be terminated and the date upon which termination becomes effective. An equitable adjustment in the contract price shall be made for completed service, but no amount shall be allowed for anticipated profit on unperformed services.

TERMINATION OF CONTRACT FOR CAUSE: If, through any cause, the Contractor shall fail to fulfill in a timely and proper manner his or her obligations under this contract, or if the Contractor violates any of the covenants, agreements, or stipulations of this contract, in addition to the City’s remedies under the contract and all other rights available at law or in equity, the City shall have the right to immediately terminate this contract. Such termination shall be effected by delivering a notice of termination to the Contractor at any time specifying the effective date of such termination. In such event all finished or unfinished documents, data, studies, surveys, drawings, maps, models, and reports prepared by the Contractor under the contract shall, at the option of the City, become its property and the Contractor shall be entitled to receive just and equitable compensation for any satisfactory work completed on such documents.

Notwithstanding the above, the Contractor shall not be relieved of liability to the City for damages sustained by the City by virtue of any breach of contract by the Contractor for the purpose of set off until such time as the exact amount of damages due to the City from the Contractor is determined.