Special T&C.pdf

Gel Imager

SPECIAL TERMS AND CONDITIONS

eVA QUICK QUOTE

A. AWARD: The Commonwealth will make the award(s) on grand total basis to the lowest responsive and responsible bidder that is a DSBSD-certified micro business if such a bid is received, provided that the bid is less than $10,000 and the agency in its sole discretion determines that the bid price is fair and reasonable. Otherwise, award of the contract shall be made to the lowest responsive and responsible bidder that is a DSBSD-certified small business if such a bid is received, 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 shall be made to the lowest responsive 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 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 early prompt payment will not be considered in making awards. The State 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.

B. BANKRUPTCY: If Contractor becomes insolvent, takes any step leading to its cessation as a going concern, fails to pay its debts as they become due, or ceases business operations continuously for longer than fifteen (15) business days, then Virginia State University may immediately terminate this Contract and may terminate an order, on notice to Contractor, unless Contractor immediately gives Virginia State University adequate assurance of the future performance of this Contract or the applicable order. If bankruptcy proceedings are commenced with respect to Contractor, and if this Contract has not otherwise terminated, then Virginia State University may suspend all further performance of this Contract until Contractor assumes this Contract and provides adequate assurance of performance thereof or rejects this Contract pursuant to Section 365 of the Bankruptcy Code or any similar or successor provision, it being agreed by Virginia State University and Contractor that this is an executory contract. Any such suspension of further performance by Virginia State University pending Contractor's assumption or rejection shall not be a breach of this Contract, and shall not affect the rights of Virginia State University to pursue or enforce any of its rights under this Contract or otherwise.

C. BID ACCEPTANCE PERIOD: Any bid in response to this solicitation shall be valid for 90 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.

D. Contractor shall provide the Commonwealth with designated points-of-contact and make arrangements to enable its representatives to receive such notifications or other continuous telephonic coverage to permit the Commonwealth to make such contact.

Name: Title:

Address: Telephone:

Cell No.:

E. CONTRACTUAL DISPUTES: In accordance with Section 2.2-4363 of the Code of Virginia, Contractual claims, whether for money or other relief, shall be submitted in writing to purchasing agency no later than sixty (60) days after final payment; however, written notice of the Contractor's intention to file such claim must be given to purchasing agency at the time of the occurrence or beginning of the work upon which the claim is based. Pendency of claims shall not delay payment of amounts agreed due in the final payment. Purchasing agency shall render a final decision in writing within thirty (30) days after its receipt of the Contractor's written claim.

The Contractor may not invoke any available administrative procedure under Section 2.2- 4365 of the Code of Virginia nor institute legal action prior to receipt of the purchasing agency decision on the claim, unless that purchasing agency fails to render its decision within thirty

(30) days. The decision of the purchasing agency shall be final and conclusive unless the Contractor, within six (6) months of the date of the final decision on the claim, invokes appropriate action under Section 2.2-4364, Code of Virginia or the administrative procedure authorized by Section 2.2-4365, Code of Virginia.

Contractor agrees to submit any and all contractual disputes arising from this Contract to the

Commonwea resolution procedures at any time and concurrently with any other statutory remedies prescribed by the Code of Virginia.

The purchasing agency, its officers, agents and employees, including, without limitation, the Contracting Officer, are executing this Agreement and any Orders issued hereunder, solely in its or their statutory and regulatory capacities as agent for the Commonwealth agency purchasing and receiving the goods or services need not be joined as a party to any dispute that may arise thereunder.

claims for damages and Prompt Payment Act interest and, if available and warranted, equitable relief, all such claims to be processed pursuant to this Section. In no event shall remedies include the right to terminate any license or support services hereunder.

F. DEFINITION - EQUIPMENT: As used herein, the terms equipment, product, or system shall include hardware and software (when applicable) and any materials or supporting documentation. Such documentation may include but is not limited to guides, operations manuals with part lists, copies of all applicable warranties, and any other pertinent information necessary for the proper operation and maintenance of the equipment being acquired.

G. DELIVERY AND STORAGE: It shall be the responsibility of the contractor to make all arrangements for delivery, unloading, receiving and storing materials in the building during installation. The owner will not assume any responsibility for receiving these shipments.

Contractor shall check with the owner and make necessary arrangements for security and storage space in the building during installation.

H. DELIVERY NOTIFICATION: The Agency shall be notified 48 hours prior to delivery of any items so that personnel may be available to allow access to the building and verify items received. Notification shall be made to the individual identified on any eVA Purchase Order issued as a result of the contract award.

I. EQUIPMENT ENVIRONMENT: Environmental specifications for any equipment to be delivered under the resulting contract shall be furnished in writing along with the bid, should any such requirements be applicable. These specifications must be in sufficient detail to permit all installed equipment to function efficiently from an environmental perspective. Unless otherwise stated in the solicitation, it will be the procuring responsibility to prepare the site at its own expense to meet the environmental specifications provided.

J. EXTRA CHARGES NOT ALLOWED: The bid price shall be for complete installation ready for the use, and shall include all applicable freight and installation charges; extra charges will not be allowed.

K. eVA ORDERS AND CONTRACTS: The solicitation/Contract will result in one (1) purchase order(s) with the applicable eVA transaction fee assessed for each order.

Vendors desiring to provide goods and/or services to the Commonwealth shall participate in the eVA Internet e-procurement solution.

L. FAILURE TO DELIVER: In the event the Contractor fails for any reason to delivery in a timely manner or according to Contract terms the Services or items set forth in the Schedule, then the Commonwealth , at its own discretion, may give Contractor oral or written notice of such breach.

Once note by State is sent or given, State may immediately procure service(s) from another source. In no event shall State be held to pay Contractor any costs incurred by Contractor, including but not limited to ordering, developing, or delivering the service(s) which are subject of the This remedy is in addition to and not in lieu of any other remedy the Commonwealth may have under this agreement and the laws of the Commonwealth of Virginia.

M. FINAL INSPECTION: At the conclusion of the work, the contractor shall demonstrate to the contract specifications and codes. Any deficiencies shall be promptly and permanently correc work.

N. 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.

O. ORDERING OPTION: Virginia State University, may during the first ninety (90) days after this contract is awarded, with the concurrence of the Contractor, place additional orders under the contract at the original unit price through the issuance of separate purchase orders. The aggregate of such additional orders shall not exceed 100% of the quantity originally stated in the contract.

P. PREVENTIVE MAINTENANCE: The contractor shall provide necessary preventive maintenance, required testing and inspection, calibration and/or other work necessary to maintain the equipment in complete operational condition during the warranty period.

Q. 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 Commonwealth to determine if the product offered meets the requirements of the solicitation. Failure to do so may cause the bid to be considered nonresponsive.

R. REPAIR PARTS: In the event that the performance of maintenance services under the contract results in a need to replace defective parts, such items may only be replaced by new parts. In no instance shall the contractor be permitted to replace defective items with refurbished, remanufactured, or surplus items without prior written authorization of the Commonwealth.

S. 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.

T. WARRANTY: All materials and equipment shall be fully guaranteed against defects in material and workmanship for a period of one (1) year following date of final acceptance. Should any defect be noted by the owner, the Purchasing Office 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 Commonwealth 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. A copy of this warranty should be furnished with the bid.

U. BREACH: The Contractor shall be deemed in breach of this Agreement if the Contractor:

fails to make any Product or Service ready for acceptance testing by the specified delivery date; repeatedly fails to respond to requests for maintenance or other required service within the time limits set forth in this Agreement; fails to comply with any other term of this Agreement; or and fails to provide a written response to the Show Cause Notice within ten (10) days (or such greater period as is acceptable to the Commonwealth) following Contractor's receipt of a Show Cause Notice identifying such noncompliance.

The Contractor shall not be in breach of this Agreement if its default was due to causes beyond the reasonable control of, and occurred without any fault or negligence on the part of, both the Contractor and its subcontractors. Such causes may include, but are not restricted to, acts of God or of the public enemy, acts of the Commonwealth in either its sovereign or Contractual capacity, fires, floods, epidemics, quarantine restrictions, strikes, freight embargoes, and unusually severe weather.

In the event of breach, in addition to any other remedies provided by law, the Commonwealth may cancel its obligations with respect to any or all unaccepted Products or Services. All costs for de-installation and return of Products shall be borne by the Contractor. In no event shall any failure by the Commonwealth to exercise any remedy available to it be construed as a waiver of or consent to any breach.

In case of breach, contractor shall make themselves available to review and educate Virginia State University on all information recovered through Escrow Agreement including but not limited to, electronic files, hard copy files, and any data.

V. NEGOTIATION WITH THE LOWEST BIDDER: Unless all bids are cancelled or rejected, the

Commonwealth reserves the right granted by § 2.2-4318 of the Code of Virginia to negotiate with the lowest responsive, responsible bidder to obtain a contract price within the funds available to the agency whenever such low bid exceeds th For shall mean those funds which were budgeted by the agency for this contract prior to the issuance of the written Invitation for Bids. Negotiations with the low bidder may include both modifications of the bid price and the Scope of Work/Specifications to be performed.

The agency shall initiate such negotiations by written notice to the lowest responsive, responsible bidder that its bid exceeds the available funds and that the agency wishes to negotiate a lower contract price. The times, places, and manner of negotiating shall be agreed to by the agency and the lowest responsive, responsible bidder.