SWVRJA - General T and C.pdf

SWVRJA GENERAL TERMS AND CONDITIONS

1. Additional Information

SWVRJA reserves the right to ask any Proposer to submit information missing from its proposal, to clarify the proposal or offer, and to submit additional information which

SWVRJA deems desirable, and does not affect quality, quantity, price or delivery.

2. Applicable Law and Courts

This solicitation and any resulting contract shall be governed in all respects by the laws of the Virginia Public Procurement Act and any litigation with respect thereto shall be brought in the courts of the Commonwealth. The contractor shall comply with applicable

Federal, State and local laws and regulations.

3. Antidiscrimination

By submitting their proposals, all Proposers certify to SWVRJA 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 Section 2.2-

4311 of the Virginia Public Procurement Act. 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).

In every contract over $10,000 the provisions in 1. and 2. below apply

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

a. The Vendor 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 Vendor 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 these requirements.

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.

4. Ethics in Public Contracting

By submitting their proposals, Proposers certify their proposals are made without collusion or fraud and they have not offered or received any kickbacks or inducements from any other Proposer, supplier, manufacturer or subcontractor in connection with their proposal, and 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.

5. Immigration Reform and Control Act of 1986

By signing their proposals, the Proposers certify that they do not and will not during the performance of this contract employ illegal alien workers or otherwise violate the provisions of the Federal Immigration Reform and Control Act of 1986.

6. Debarment Status

By participating in this procurement, the vendor certifies that they are no currently debarred by the Commonwealth of Virginia 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 Commonwealth of Virginia.

7. Anti-trust

By entering into a contract, the contractor conveys, sells, assigns, and transfers to

SWVRJA all rights, title and interest in and to all causes of the action it may now or hereafter acquire under the antitrust laws of the United States, relating to the particular goods purchased or acquired by SWVRJA under the said contract.

8. Payment

A. To Prime Contractor:

a. Invoices for items ordered, delivered and accepted shall be submitted by the

Vendor directly to the payment address shown on the purchase order/contract.

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

c. All goods or services provided under this contract or purchase order, that are to be paid for with public funds, shall be billed by the Vendor at the contract price, regardless of which public agency is being billed.

d. 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, Vendors 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 researched and challenged, and that portion of the invoice held in abeyance until a settlement can be reached. Upon determining that invoiced charges are not reasonable, SWVRJA s shall promptly notify the Vendor, in writing, as to those charges which it considers unreasonable and the basis for the determination. A contractor may not institute legal action unless a settlement cannot be reached within thirty (30) days of notification. The provisions of this section do not relieve an agency of its prompt payment obligations with respect to those charges which are not in dispute (Code of

Virginia, § 2.2-4363).

B. To Subcontractors:

a. A Vendor awarded a contract under this solicitation is hereby obligated:

i. To pay the subcontractor(s) within seven (7) days of the contractor’s receipt of payment from SWVRJA for the proportionate share of the payment received for work performed by the subcontractor(s) under the contract; or

ii. To notify the agency and the subcontractor(s), in writing, of the

Vendor’s intention to withhold payment and the reason.

b. The Vendor is obligated to pay the subcontractor(s) interest at the rate of one percent per month (unless otherwise provided under the terms of the contract) on all amounts owed by the contractor that remain unpaid seven (7) days following receipt of payment from SWVRJA, except for amounts withheld as stated in two (2) above. The date of mailing of any payment by U. S. Mail is deemed to be payment to the addressee. These provisions apply to each sub-tier contractor performing under the primary contract. A Vendor’s obligation to pay an interest charge to a subcontractor may not be construed to be an obligation of SWVRJA.

9. 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,

MANDATORY USE OF STATE FORM AND TERMS AND CONDITIONS,

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.

10. Qualifications of Prospers

The SWVRJA may make such reasonable investigations as deemed proper and necessary to determine the ability of the Proposer to perform the service/furnish the goods stated in the contract. The Proposer shall furnish to SWVRJA all such information and data for this purpose as may be requested. SWVRJA reserves the right to inspect Proposer’s physical plant prior to award to satisfy questions regarding the Proposer’s capabilities. The

SWVRJA further reserves the right to reject any proposal if the evidence submitted by, or investigations of, such Proposer fails to satisfy the SWVRJA that such Proposer is properly qualified to carry out the obligations of the contract and to complete the work/furnish the item(s) contemplated therein.

11. Testing and Inspection

SWVRJA reserves the right to conduct any test/inspection it may deem advisable to assure supplies and services conform to the specifications.

12. Assignment of Contract

A contract shall not be assignable by the Vendor in whole or in part without the written consent of SWVRJA.

13. Changes to the Contract

Changes can be made to the contract in any one of the following ways: SWVRJA may order changes within the general scope of the contract at any time by written notice to

Vendor. Changes within the scope of the contract include, but are not limited to things such as service to be performed, the method of packing or shipment, and the place of delivery or installation. The Vendor shall comply with the notice upon receipt. The

Vendor shall be compensated for any additional costs incurred as the result of such order and shall give SWVRJA a credit for any savings. Said compensation shall be determined by one of the following methods:

By mutual agreement between the parties in writing; or

By agreeing upon a unit price or using a unit price set forth in the contract, if the work to be done can be expressed in units, and the Vendor accounts for the number of units of work performed, subject to SWVRJA’s right to audit the Vendor’s records and/or to determine the correct number of units independently; or

By ordering the Vendor to proceed with the work and to keep a record of all costs incurred and savings realized. A markup for overhead and profit may be allowed if provided by the contract. The same markup shall be used for determining a decrease in price as the result of savings realized. The Vendor shall present SWVRJA with all vouchers and records of expenses incurred and savings realized. SWVRJA shall have the right to audit the records of the contractor as it deems necessary to determine costs or savings. Any claim for an adjustment in price under this provision must be asserted by written notice to SWVRJA within thirty (30) days from the date of receipt of the written order from

SWVRJA.

If the parties fail to agree on an amount of adjustment, the question of an increase or decrease in the contract price or time for performance shall be resolved in accordance with the procedures for resolving disputes provided by the Disputes Clause of this contract. Neither the existence of a claim or dispute resolution process, litigation or any other provision of this contract shall excuse the Vendor from promptly complying with the changes ordered by SWVRJA with the performance of the contract generally.

The parties may agree in writing to modify the scope of the contract. An 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.

14. Default

In case of failure to deliver goods or services in accordance with the contract terms and conditions, SWVRJA, after due oral or written notice, may procure them from other sources and hold the Vendor responsible for any resulting additional purchase and administrative costs. This remedy shall be in addition to any other remedies which

SWVRJA may have.

15. Taxes

Sales to SWVRJA 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 be free of Federal excise and transportation taxes. The SWVJRA’s tax exemption registration number is 54-2061321.

16. Use of Brand Names

Unless otherwise provided in this solicitation, the name of a certain brand, make or manufacturer does not restrict Proposers to the specific brand, make or manufacturer named, but conveys the general style, type, character, and quality of the article desired.

Any article which the public body in its sole discretion determines to be the equal of that specified, considering quality, workmanship, economy of operation, and suitability for the purpose intended, shall be accepted. The Proposer is responsible to clearly and specifically identify the product being offered and to provide sufficient descriptive literature, catalog cuts and technical detail to enable SWVRJA to determine if the product offered meets the requirements of the solicitation. This is required even if offering the exact brand, make or manufacturer specified. Normally in competitive sealed proposals only the information furnished with the proposal will be considered in the evaluation. Failure to furnish adequate data for evaluation purposes may result in declaring a proposal nonresponsive. Unless the Proposer clearly indicates in its proposal that the product offered is an “equal” product, such proposal will be considered to offer the brand name product referenced in the solicitation.

17. Transportation and Packaging

By submitting their proposals, all Proposers certify and warrant that the price offered for

F.O.B. 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 and shipping containers shall be used.

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

18. Insurance Requirements

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. For construction contracts, if any subcontractors are involved, the subcontractor will have workers’ compensation insurance in accordance with §§ 2.2-4332 and 65.2-800 et seq. of the Code of Virginia. 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 REQUIRED FOR MOST

CONTRACTS:

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 SWVRJA 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 - $100,000.

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 SWVRJA must be named as an additional insured and so endorsed on the policy.

4. Automobile Liability - $1,000,000 combined single limit. Contractor must assure that the required coverage is maintained by the Contractor (or third party owner of such motor vehicle.)

Profession/Service Limits

Accounting $1,000,000 per occurrence, $3,000,000 aggregate

Architecture $2,000,000 per occurrence, $6,000,000 aggregate

Asbestos Design, Inspection or Abatement Contractors $1,000,000 per occurrence, $3,000,000 aggregate

Health Care Practitioner (to include Dentists, Licensed Dental

Hygienists, Optometrists, Registered or Licensed

Practical Nurses, Pharmacists, Physicians, Podiatrists, Chiropractors, Physical Therapists, Physical

Therapist Assistants, Clinical Psychologists, Clinical Social Workers, Professional Counselors, Hospitals, or Health Maintenance $2,150,000 per occurrence, $4,250,000 aggregate

(Limits increase each July 1 through fiscal year 2031per Code of Virginia § 8.01-581.15).

Insurance/Risk Management $1,000,000 per occurrence, $3,000,000 aggregate

Landscape/Architecture $1,000,000 per occurrence, $1,000,000 aggregate

Legal $1,000,000 per occurrence, $5,000,000 aggregate

Professional Engineer $2,000,000 per occurrence, $6,000,000 aggregate

Surveying $1,000,000 per occurrence, $1,000,000 aggregate

19. Drug-free Workplace

During the performance of this contract, the Vendor agrees to (i) provide a drug free workplace for the Vendor’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 Vendor’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 Vendor, the employees of who 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.

20. 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 state agency, department or institution 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 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 public body 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.

21. Availability of Funds

It is understood and agreed between the parties herein that the SWVRJA shall be bound hereunder only to the extent of the funds available or which my hereafter become available for the purpose of this agreement.

22. Bid Price Currency

Unless stated otherwise in the solicitation, bidders/offerors shall state bid/offer prices in

US dollars.

23. 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. SWVRJA may void any contract with a business entity if the business entity fails to remain in compliance with the provisions of this section.

24. Excusable Delay

The SWVRJA shall not be in default by reason of any failure in performance of this agreement in accordance with its terms if such failure arises out of causes beyond its reasonable control and without the fault or negligence of the SWVRJA. Such causes may include, but are not restricted to, acts of God or the public enemy, fires, floods, epidemics, quarantine restrictions, strikes, freight embargoes, and unusually severe weather, but in every case the failure to perform must be beyond the reasonable control and without the fault or negligence of the SWVRJA.

25. Non Responsive Proposals

Modification of or additions to any portion of the Request for Proposals may be cause for rejection of the proposal; however, SWVRJA reserves the right to decide, on a case by case basis, in its sole discretion, whether or not to reject such a proposal as nonresponsive.

As a precondition to its acceptance, SWVJRA may, in its sole discretion, request that the

Proposer withdraw or modify nonresponsive portions to a proposal 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.

Modification of or additions to the General Terms and Conditions of the solicitation may be cause for rejection of the proposal; however SWVJRA reserves the right to decide, on a case by case basis, in its sole discretion, whether to reject such a proposal.