ATTACHMENT W.1
GENERAL TERMS AND CONDITIONS
Revised April 1, 2009
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GENERAL TERMS & CONDITIONS
SECTION No.
Title
1.
Proposal and Contract Requirements
2.
Applicable Law and Courts
3.
Precedence of Terms
4.
No Federal Government Obligations to Third Parties
5.
Key Personnel
6.
Inspection of Proposals
7.
Protest of Award
8.
Availability of Funds
9.
Payment Terms
10.
Progress Payments
11.
Disallowed Costs Including Interest
12.
Contractual Disputes
13.
Termination for the Convenience of the VRE
14.
Termination for Default
15.
Stop Work or Suspension of Work
16.
Assignment of Contract
17.
Subcontracts
18.
Antitrust
19.
Payment to Subcontractor
20.
Testing/Inspection/Review of Work
21.
Releases, Licenses, Permits and Authorizations
22.
Warranty
23.
Buy America
24.
Cargo Preference – Use of United States Flag Vessels
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SECTION No.
Title
25.
Fly America
26.
Inspection
27.
Contractor’s Title to Materials
28.
Ownership of Material and Intellectual Properties
29.
Copyrights
30.
Rights in Data
31.
Federal Rights in Data and Copyrights
32.
Patent Rights
33.
Covenant Against Contingent Fees
34.
Fair Employment Contracting Act
35.
Convict Labor
36.
Seismic Safety
37.
Conflict of Interest
38.
Immigration Reform and Control Act of 1986
39.
Indemnification
40.
Ethics in Public Contracting
41.
Prohibition Against the Use of Federal Funds for Lobbying
42.
Officials Not to Benefit
43.
Independent Contractor
44.
Debarment Status
45.
Anti-Discrimination
46.
Access Requirements for Individuals with Disabilities
47.
Drug or Alcohol Abuse – Confidentiality and Other Civil Rights Protections
48.
Drug-Free Workplace
49.
Labor Provisions
50.
Davis Bacon Act
51.
Royalties
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SECTION No.
Title
52.
Metric System
53.
Energy Conservation
54.
Environmental Regulations
55.
Planning
56.
Audit
57.
False or Fraudulent Statements and Claims
58.
Support of Exclusionary of Discriminatory Specifications
59.
Insurance
60.
Provision for Flagman
61.
Railroad Safety
62.
Authorized Funding
63.
VRE Contract Management
64.
Taxes
65.
Extra Charges Not Allowed
66.
Changes
67.
Examination of Records
68.
Geographic Restrictions
69.
Acquisition of Management, Architectural, and Engineering Services
70.
Employment of Personnel
71.
Publications
72.
Electronic and Information Technology
73.
Use of Real Property, Equipment, and Supplies
74.
Protection of Sensitive Security Information
75.
Special Requirements for Clean Fuels Formula Projects
76.
Severability
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GENERAL TERMS AND CONDITIONS
1. PROPOSAL AND CONTRACT REQUIREMENTS: Federal funds will be used for this
Contract. The VRE also follows Virginia procurement laws. Accordingly, all applicable federal and
state requirements will apply. Prospective contractors are expected to become familiar with these
requirements, and should not submit proposals if unable to execute a Contract containing such
provisions. The VRE will provide a Contract containing these provisions for execution by the
prospective contractor that is selected. Prospective contractors should not expect to use their own
standard contracts for this engagement. Federal requirements are subject to change; the prospective
contractor is responsible for complying with the most current regulations. The Contractor agrees
that the most recent of such Federal requirements will govern the administration of the Contract at
any particular time during the Contract’s performance, unless VRE issues a written determination
otherwise.
2. APPLICABLE LAW AND COURTS: Any Contract resulting from this solicitation shall be
governed in all respects by the laws of the Commonwealth of Virginia and any litigation with
respect thereto shall be brought in the federal and state courts of the Commonwealth. The successful
Contractor shall comply with applicable federal, state, and local laws and regulations.
3. PRECEDENCE OF TERMS: In the event of an inconsistency between the Request for Proposal,
the Contract Terms and Conditions, other included documents, or the Federal Transit Administration
(FTA) Master Agreement and the state procurement law, the inconsistency shall be resolved by the
following order of precedence:
a. Federal Transit Administration Master Agreement (14) (October 1, 2008) and
FTA Circular 4220.1F, dated November 1, 2008, as amended
b. Virginia’s Public Procurement Act, as amended
c. Invitation for Bids (IFB) /Request For Proposals (RFP)
d. Special Contract Terms and Conditions
e. General Terms and Conditions
f. Technical Specifications
g. Plans
h. Contractor’s Bid/Proposal
Incorporation of Federal Transit Administration terms: these terms include, in part, certain Standard
Terms and Conditions required by the U.S. Department of Transportation (DOT), whether or not
expressly set forth in the Contract provisions. All contractual provisions required by DOT, as set
forth in FTA Circular 4220.1F, dated November 1, 2008, as amended, are hereby incorporated by
reference. Anything to the contrary herein notwithstanding, all FTA mandated terms shall be deemed
to control in the event of a conflict with other provisions contained in this Agreement. The
Contractor shall not perform any act, fail to perform any act, or refuse to comply with any VRE
requests which would cause the VRE to be in violation of the FTA terms and conditions.
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