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E.1 TYPE OF CONTRACT
This is a firm-fixed unit price Contract.
E.2
TERM OF CONTRACT
The term of the Contract shall be for a period of five (5) years from the date set forth in the written Notice-To-Proceed (NTP).
E.3 BASIS OF AWARD
The award of this Contract shall be based upon the TOTAL PRICE to deliver all 867 LED lighting components. However, at the time of
Contract award, VRE will order sixty-seven (67) LED lighting components (Base Order). The balance of 800 LED lighting components
(Option Order) shall be ordered at VRE’s option.
E.4
SCHEDULE OF DELIVERY
A.
Within ninety (90) calendar days from the date set forth in the written
NTP, the Contractor shall provide VRE with the Base Order.
B.
Requests for delivery of the balance of the order may be initiated by VRE in writing.
C.
Upon receipt of a delivery request, the Contractor shall initiate its own work order form. Upon delivery of LED lighting components, a VRE representative must sign off on the work order form, which must accompany all invoices.
E.5
PROJECT ADMINISTRATION
The VRE Project Manager will be the point of contact for all aspects of the project.
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E.6 CONFORMITY WITH SCOPE OF WORK/SPECIFICATIONS
All deviations from the scope of work, drawings, plans, and/or specifications shall be authorized in writing by VRE. It is further agreed that no extra compensation for material or labor shall be allowed for work evidently necessary within the general intent of the scope of work and/or specifications.
E.7 LIQUIDATED DAMAGES
A. It is hereby understood and agreed by the Contractor that time is of the essence for the completion of this Contract. In the event of failure to comply with any of the stipulated time period(s) established under
SECTION E.4 – SCHEDULE OF DELIVERY , VRE is authorized to assess liquidated damages as follows:
1.
2.
Base Order - in the sum of Three Hundred Dollars ($300) for each calendar day of delay beyond the time specified.
Option Order - in the sum of Five Hundred Dollars ($500) for each calendar day of delay beyond the time specified.
B.
C.
These damages are not intended as a penalty, but rather as a fair and reasonable measure of loss or delay to VRE. Upon receipt of a written request and justification for an extension from the Contractor, VRE may extend the time for performance of the Contract at VRE’s sole discretion.
Payment of liquidated damages shall not release the Contractor from obligations in respect to the fulfillment of the entire Contract, nor shall the payment of such liquidated damages constitute a waiver of VRE’s right to collect any additional damages which may be sustained by failure of the
Contractor to carry out the terms of the Contract, it being the intent of the parties that said liquidated damages be full and complete payment only for failure of the Contractor to complete the work on time.
E.8 SHIPMENT
A. Shipments shall be FOB destination, freight prepaid and allowed.
B.
Any damage incurred in shipping the LED lighting components to VRE is the sole responsibility of the Contractor.
C.
If VRE requests more expedited shipping, the Contractor shall bill the associated costs in its invoice, otherwise the quoted price shall control.
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D. A written shipping release shall be obtained from VRE before shipping any lighting components.
E. With each shipment to VRE, the Contractor shall include documentation listing the individual associated lighting components by part number and serial number.
E.9 ESCALATION OF PRICES
A.
Upon written notice from VRE of its intent to exercise the Option Order, the Contractor may submit a written request to VRE for an escalation of prices for the Option Order only. The request for an escalator shall be based on the Urban Consumer Price Index (CPI) and must be received by
VRE at least fifteen (15) calendar days after notification of intent to exercise the Option Order.
B.
Upon evaluation, a written response shall be provided by VRE within fifteen (15) calendar days of receipt of the Contractor’s request. VRE shall not be obligated to accept the Contractor’s escalator.
E.10 LITIGATION AND NOTIFICATION
The Contractor shall notify the VRE Manager of Purchasing and Contract
Administration if any of the following occur:
A. The Contractor is served with a notice of violation of any law, regulation permit or license which relates to this Contract;
B. Proceedings are commenced which could lead to revocation of related permits or licenses;
C.
Permits, licenses or other Government authorizations relating to this
Contract are revoked;
D. Litigation is commenced in which the Contractor is a named party who is otherwise a provider of indirect services or products under this Contract; or
E. The Contractor becomes aware their equipment or facilities or actions are not in compliance or may fail to comply in the future with applicable laws or regulations.
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E.11 REGULATORY COMPLIANCE WITH LAWS AND PERMITS
The Contractor agrees it shall comply with all applicable Federal, State and Local regulations.
E.12 TESTING/INSPECTION/REVIEW OF WORK
A.
VRE reserves the right to conduct any test/inspection it may deem advisable to assure supplies and services conform to specifications. The
Contractor is responsible for performing work according to plans and specifications in a professional, high quality standard. Authorized representatives or agents of VRE, may, during normal office hours, review and inspect the project activities, data, reports/studies, drawings, specifications, estimates, and computations of the Contractor or
Subcontractor(s) at their offices. Any imperfect work or materials that may be discovered before the final acceptance of the work shall be corrected or replaced immediately on the requirements of VRE or its representative, notwithstanding that it may have been previously overlooked by the proper inspector.
B.
The Contractor shall cooperate with VRE and facilitate the inspection activity by providing necessary equipment for access to aid in the inspection and verification activity. The VRE inspector shall have the authority to reject materials or workmanship that do not meet the Contract requirements. The inspector has no authority to make changes; no orders given by the inspector, either written or verbal, will be considered basis of any claim by the Contractor for extra compensation. It is not the duty of the inspector to layout any work for the Contractor.
E.13 WARRANTY OF MATERIALS AND WORKMANSHIP
A. The Contractor shall guarantee the associated parts/equipment pursuant to the scope of work and/or technical specifications to be free of defective workmanship and materials for one (1) year. The Contractor at no expense to VRE shall correct all defects covered by the guarantee.
B. If any portion of the work performed, replacement parts, or rehabilitated parts furnished by the Contractor prove to be defective within the warranty period, the Contractor will be notified by VRE. Upon receipt of such notification, the Contractor shall immediately furnish VRE with instructions for the disposition of the defective part(s).
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C. Within ten (10) business days from notification of the warranty claim, the
Contractor shall deliver the repaired and/or replacement parts. Prior written authorization is required from VRE for completions exceeding ten
(10) business days.
D.
Any material or labor applied by the Contractor to correct warranted defects to the affected part/equipment shall be warranted for one (1) additional year from the date of installation or work performance.
E. All defective parts returned to and by the Contractor for repair or replacement shall be shipped at the Contractor’s sole expense.
F. The Contractor shall supply a failure analysis for any warranty failure, unless the requirement is waived in writing by VRE. It is not acceptable to avoid warranty failures by changing components at routine inspection intervals.
G. Repetitive failure (i.e., three (3) failures during the warranty period) of an item that was repaired by the Contractor shall be considered a breach.
VRE may at its sole discretion, have the repairs made by another party, with no further notice to the Contractor, and the Contractor shall be fully liable to pay for all such third-party work.
E.14 QUALITY ASSURANCE
Any part which fails to meet any of the requirements in the Technical
Specifications shall be subject to rejection and shall be replaced, or brought up to specification, free of charge, by the Contractor, if so directed by the VRE Project Manager.
E.15 NEW MATERIALS
Unless noted otherwise, the Contractor shall furnish all materials required to produce the work in accordance with the Contract documents, and said materials shall meet the requirements of the plans, drawings and/or specifications for the kind of applications involving their use. Only quality materials, which are generally accepted in the industry and conform to the requirements of these plans, drawings and/or specifications shall be used in the work.
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E.16 SUBSTITUTIONS
A.
The Contract is based on the materials, equipment and methods described in the Contract documents that will allow for compliance to all Federal,
State, and Local rules and regulations. No substitutions or cancellations shall be permitted after award without the written approval of VRE. VRE will consider requests for substitutions of materials, equipment and methods only when such requests are accompanied by full and complete technical data and all other information required to evaluate the proposed substitution.
B.
The Contractor shall not substitute materials, equipment or methods unless
VRE has specifically approved such substitutions in writing.
Substitutions, if approved, shall be without any additional compensation from VRE, unless approved otherwise.
E.17 DELAYS
A. When delay occurs due to reasonable causes beyond the control of the
Contractor, including but not limited to, acts of God, acts of government or any governmental agency, war or war conditions, riot or civil conditions, sabotage, strikes, lockouts, accident, fire, flood, typhoons, hurricanes, explosion, damage to equipment, or facilities, the time for performance and completion of work may be adjusted and extended as required to accommodate those delays and their effect.
B. Upon written receipt of a request and justification for an extension from the Contractor, the VRE Contracting Officer may extend the time for performance of the Contract or delivery of work herein specified at the
VRE Contracting Officer’s sole discretion.
C. The Contractor shall use reasonable diligence to remove or overcome any such causes as expeditiously as possible.
E.18 DELIVERY FAILURES
Should the Contractor fail to deliver work or products at the specified time, or within a reasonable period of time thereafter, as determined by
VRE, or should the Contractor fail to make timely replacement of rejected items when so requested, VRE may purchase items of comparable quality in the open market to replace the rejected or undelivered items. The
Contractor shall reimburse VRE for all costs above the Contract price when purchases are made in the open market.
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E.19 LABELING OF HAZARDOUS SUBSTANCES
If the items or products requested by this solicitation are “Hazardous
Substances” as defined by § 1261 of Title 15 of the United States Code
(U.S.C.) or “Pesticides” as defined in § 136 of Title 7 of the United States
Code, then the Bidder, by submitting its Bid, certifies and warrants that the items or products to be delivered under this Contract shall be properly labeled as required by the foregoing sections and that by delivering the items or products the Bidder does not violate any of the prohibitions of
Title 15 U.S.C. §1263 or Title 7 U.S.C. §136.
E.20 AMENDMENT TO GENERAL TERMS AND CONDITIONS
All reference to performance and payment bonds and key personnel in the
General Terms and Conditions shall be waived.
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