SWVRJA Special T and C.pdf

Special Terms and Conditions

1. Audit

The Contractor shall retain all books, records, and other documents relative to this contract for five (5) years after final payment. The SWVRJA, its authorized agents, and/or state auditors shall have full access to and the right to examine any of said materials during said period.

2. Cancellation of Contract

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

3. Renewal of Contract

This contract may be renewed by the SWVRJA upon written agreement of both parties for two (2) successive one-year period, under the terms of the current contract, and at a reasonable time approximately 60 days prior to the expiration.

(See PRICE ESCALATION/DE-ESCALATION CLAUSE)

4. Bid Acceptance Period

Any bid in response to this solicitation shall be valid for (60) 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 At the end of the days the bid may be withdrawn at the written request of the bidder. If the bid is not withdrawn at that time it remains in effect until an award is made or the solicitation is canceled.

5. Indemnification

Contractor agrees to indemnify, defend and hold harmless the Southwest

Virginia Regional Jail Authority, its officers, agents, and employees from 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 using agency or to failure of the using agency to use the materials, goods, or equipment in the manner already and permanently described by the contractor on the materials, goods or equipment delivered.

6. Price Escalation/De-Escalation

Price adjustments may be permitted only for changes in the Contractor’s cost of materials. The Consumer’s Price Index, Food Category as a guide to determine increase or decrease. No price increases will be authorized for 365 calendar days after the effective date of the contract. Price escalation may be permitted only at the end of this period and each 365 days thereafter and only where verified to the satisfaction of the purchasing department. However, “across the board” price decreases are subject to implementation at any time and shall be immediately conveyed to the SWVRJA Purchasing Department.

Contractor shall give not less than 30 days advance notice of any price increase to the purchasing department. Any approved price changes will be effective only at the beginning of the calendar month following the end of the full 30 day notification period. The Contractor shall document the amount and proposed effective date of any general change in the price of materials. Documentation shall be supplied with the Contractor’s request for increase which will: (1) verify that the requested price increase in general in scope and not applicable just to the SWVRJA; and (2) verify the amount or percentage of increase which is being passed on to the Contractor by the Contractor’s suppliers. The purchasing department will notify the using department and the Contractor in writing of the effective date of any increase which it approves. However, the Contractor shall fill all purchase orders received prior to the effective date of the price adjustment at the old contract prices. The SWVRJA Purchasing Agent may cancel without liability to either party, any portion of the contract affected by the requested increase and any material, supplies, or services undelivered at the time of such cancellation. The Contractor is further advised that decreases which affect the cost of materials are required to be communicated immediately to the purchasing department.

7. Product Availability/Substitution

Substitution of a product, brand or manufacturer after the award of contract is expressly prohibited unless approved in writing by the Contact Officer. The

SWVTJA may, at its discretion, require the contractor to provide a substitute item of equivalent or better quality subject to the approval of the Contract Officer, for a price no greater than the contract price, if the product for which the contract was awarded becomes unavailable to the contractor.

8. Product Information

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

9. 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.

10. Subcontracts

No portion of the work shall be subcontracted without prior written consent of the

SWVRJA. 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.

11. Cooperative Procurement

Under the authority of the Code of Virginia 2.2-4304. Cooperative Procurement, it is the intent of this solicitation and resulting contract(s) to allow for cooperative purchasing. The lead-issuing institution may allow local governments, school boards and other agencies serving local governments in their region access to this contract(s).

Participation in this cooperative procurement is strictly voluntary. If authorized by the Contractor(s), the resultant contract(s) will be extended to the public bodies indicated above to purchase at contract prices in accordance with contract terms.

No modification of this contract or execution of a separate contract is required to participate. Participating public bodies shall place their own orders directly with the Contractor(s) and shall fully and independently administer their use of the contract(s) to include contractual disputes, invoicing and payments without direct administration from the lead issuing institution. The lead-issuing member shall not be held liable for any costs or damages incurred by any other participating public body as a result of any authorization by the Contractor to extend the contract. It is understood and agreed that the lead-issuing member is not responsible for the acts or omissions of any member, or public body and will not be considered in default of the Agreement no matter the circumstances. Use of this contract(s) does not preclude any participating public body from using other contracts or competitive processes as required by law.