COMMONWEALTH OF VIRGINIA
COUNTY OF HENRICO
DEPARTMENT OF GENERAL SERVICES
CHRISTOPHER L. WINSTEAD, P.E.
DIRECTOR
RFP #12-9297-7CS
May 17, 2013
REQUEST FOR PROPOSAL
CONSULTING SERVICES FOR NEW
RADIO COMMUNICATIONS SYSTEMS
FOR THE COUNTIES OF HENRICO, CHESTERFIELD, HANOVER
AND FOR THE CITY OF RICHMOND
Your firm is invited to submit a proposal to provide consulting services for a radio communications system for the above named
jurisdictions in accordance with the enclosed specifications. The submittal, consisting of the original proposal and twelve (12)
additional paper copies and one CD marked, ”CONSULTING SERVICES FOR RADIO COMMUNICATIONS SYSTEM", will be
received no later than 2:00 p.m., July, 3, 2013 by:
IN PERSON OR SPECIAL COURIER
County of Henrico
Department of General Services
Purchasing Office
OR
1590 E. Parham Road
Henrico, Virginia 23228
U.S. POSTAL SERVICE
County of Henrico
Department of General Services
P O Box 90775
Henrico, Virginia 23273-0775
This RFP and any addenda are available on the County of Henrico website at: www.co.henrico.va.us The Bids and Proposals
link is listed under the Henrico Business Section on the home page. To download the RFP, click the link and save the document to
your hard drive. To receive a printed copy of this document or for technical assistance downloading this document contact
edw@co.henrico.va.us
Time is of the essence and any proposal received after 2:00 p.m., July 3, 2013 whether by mail or otherwise, will be returned
unopened. The time of receipt shall be determined by the time clock stamp in the Purchasing Office, Department of General
Services. Proposals shall be placed in a sealed, opaque envelope, marked in the lower left-hand corner with the RFP number, title,
and date and hour proposals are scheduled to be received. Offerors are responsible for insuring that their proposal is stamped by
Purchasing Office personnel by the deadline indicated.
A pre-proposal conference will be held on May 30, 2013 at 9:00 a.m. at Henrico County Training Center, 7701 E. Parham
Road, Room 2030, Henrico, VA 23294. Offerors are strongly encouraged to attend the pre-proposal conference. ONLY two
(2) representatives per team will be allowed to be present for the meeting. PLEASE BRING A COPY OF THE REQUEST
FOR PROPOSAL WITH YOU TO DISCUSS THE REQUIREMENTS.
Nothing herein is intended to exclude any responsible firm or in any way restrain or restrict competition. On the contrary, all
responsible firms are encouraged to submit proposals. The County of Henrico reserves the right to accept or reject any or all
proposals submitted.
The awarding authority for each contract awarded will be the governing body of each participating jurisdiction.
Questions concerning this Request for Proposal should be submitted in writing to Cecelia H. Stowe, CPPO, C.P.M. at
sto05@co.henrico.va.us no later than close of business June 6, 2013.
Very truly yours,
Christopher L. Winstead, P.E.
Director of General Services
Cecelia H. Stowe, CPPO, C.P.M.
Purchasing Manager
Sto05@co.henrico.va.us
(804) 501-5685
1590 E. PARHAM ROAD/P O BOX 90775/HENRICO VA 23273-0775
(804) 501-5660 FAX (804) 501-5693
REQUEST FOR PROPOSAL
CONSULTING SERVICES FOR NEW RADIO COMMUNICATION SYSTEMS
FOR THE COUNTIES OF HENRICO, CHESTERFIELD, HANOVER AND
THE CITY OF RICHMOND
I.
INTRODUCTION:
A. The intent and purpose of this Request for Proposal (RFP) and resulting contract(s) is to
obtain consulting services from a qualified firm to provide consulting, project
management, design, procurement, implementation, quality assurance, coordination,
performance testing, system cutover and acceptance of new Radio Communication
Systems as needed and requested by the counties of Henrico and Chesterfield and the
City of Richmond. Hanover County will require limited services as noted below. The
communication systems are hereinafter referred to as “the new regional radio system”
and the four jurisdictions named are hereinafter referred to as the “Participating
Jurisdictions”.
B. This procurement is conducted by the County of Henrico pursuant to Virginia Code §
2.2-4304 for Cooperative Procurement.
C.
II.
The Department of General Services (Purchasing Office) of the County of Henrico is
issuing this RFP on behalf of the Participating Jurisdictions.
BACKGROUND:
A. The Participating Jurisdictions have formed a Capital Region Communications Steering
Committee (CRCSC) in order to ensure continuous regional cooperation and
interoperability of public safety communication systems among multiple jurisdictions.
B In 2011, Hanover County accepted a new Project 25 compliant radio system.
Multiyear maintenance support provisions will keep the Hanover system at the latest
software release to ensure that the Hanover system can integrate with the new
regional radio system.
C. The Participating Jurisdictions will establish a Selection Committee, which will select one
or more firms (the “Successful Offerors”) as a result of this RFP. Following negotiations
with each firm selected, the Selection Committee will recommend award of a contract by
each participating jurisdiction. It is anticipated that each Participating Jurisdiction will
award a separate contract to the Successful Offeror that is recommended by the
Selection Committee. In order to assure the orderly and coordinated development of this
project on a regional basis; and to maintain and enhance the existing interoperable
functions between the systems currently being used by each of the jurisdictions, it is
anticipated that each of the participating jurisdictions will award its own contract to the
same consulting firm. Each contract will be subject to the terms and conditions of the
respective contracting jurisdiction.
D. The individual contracts should provide, at a minimum, the following phases as
needed by the Participating Jurisdictions:
1. Development of system(s) performance specifications
2
2.
3.
4.
5.
Preparation of RFP for acquisition and implementation of the system(s)
Solicitation, evaluation and award of vendor contracts
System(s) vendor design, implementation, testing and acceptance
Post implementation services
E. Henrico, Chesterfield, and Richmond are each currently undergoing a comprehensive
needs assessment. It is anticipated that these assessments will be completed in the
Summer 2013. Offerors selected for negotiations will be provided with summary
information from the assessments in order to develop a comprehensive scope of
services, implementation and project management plan and fee schedule. The
successful offeror who is awarded the contract(s) will be provided with copies of the
Needs Assessments.
III.
SCOPE OF SERVICES: The Successful Offeror shall provide all personnel, equipment
and materials to perform all services necessary to complete the project in a professional
manner. The Successful Offeror shall give the best possible consultation, advice and
service to the Participating Jurisdictions during the performance of the project in
accordance with the highest standards in the communications consulting industry.
A.
The services listed below are intended to be examples of the minimum required
tasks. Offerors shall address their ability to provide each of these services in their
proposal response. Offerors are also encouraged to include any additional services
necessary to complete the project and meet the requirements of the jurisdictions to
ensure the jurisdictions receive a new 800MHz radio system which is fully functional
to the reasonable satisfaction of the jurisdictions.
1.
General Scope
a. Develop and maintain as the overall Project Manager both regional and
individual jurisdictional detailed project plans from award of this
consultant contract to completion of the system vendor warranty period
that will ensure continuity of system interoperability for all participating
jurisdictions in a time and resource constrained manner. Consultant
activities among participating jurisdictions must be performed in a
concurrent manner to minimize delays. Plans should include strategies
for achieving efficiencies associated with a regional approach as well as
proactive clarity regarding mutually agreeable deliverables needed from
each participating jurisdiction within the project plans. Plans shall also
include mitigation efforts for sustaining and maintaining the existing
systems until full switch over to the new system is completed, tested and
approved.
b. Provide jurisdictional representation, project management and
oversight for the system design, installation and operation through
final system acceptance and through the subsequent warranty
period.
c. Attend meetings when requested, to include but not be limited to the
following: RFP development, preproposal conference, proposal
evaluation presentation, vendor oral presentation and negotiations
necessary in order to select and finalize the award to a single vendor for
the contract(s).
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d. Provide assistance with obtaining Federal Communications Commission
(FCC) licensing to include any required Region-42 efforts.
e. Lead with resolving any regulatory issues tied to tower site development
such as environmental and historic compliance and Federal Aviation
Administration (FAA) compliance.
f. Act as Project Manager regionally and assist as requested by the
jurisdictions with project implementation tasks.
g. Provide quality assurance on all project deliverables and recommend
corrective actions.
h. Identify and assign a full time project manager(s) who is responsible for
performing day-to-day management, contract administration and
oversite of the project on behalf of each jurisdiction. The project
manager shall be onsite during the implementation phase of the project
and at any other times as requested by the jurisdiction.
i. Provide and develop a sustainability strategy regarding the maintenance
and decommissioning of existing 800 MHz systems currently supported
by each jurisdiction.
j. Provide qualified resources in sufficient number as necessary to provide
all required services to all participating jurisdictions concurrently in
accordance with each jurisdiction’s project schedule.
2.
Development of System(s) Performance Specifications
a. Develop the Request for Proposal (RFP) requirements, specifications
for the system design, installation, testing and evaluation criteria for
the replacement of the 800 MHz Two-way radio system for all
Participating Jurisdictions. The RFP shall provide for a single regional
solution with three separate but interoperable systems which will meet
the needs of the participating jurisdictions while maintaining the
existing level of interoperability and allowing for the existing individual
jurisdictions’ autonomy. Each Participating Jurisdiction will be
responsible for awarding a separate contract to the Successful
Offeror. Each contract will be subject to the terms and conditions of
the contracting jurisdiction.
b. Provide and develop specifications that will integrate with related
systems such as CAD, voice recording systems and geo-spatial
mapping platforms as identified by each jurisdiction
c. Provide and develop specifications to ensure training for the new
radio communications system is provided by the vendors. Assist the
jurisdiction as requested to provide end user training.
d. Finalize Performance Requirements
e. Identify Potential New Tower Sites
f. Begin Initial Regulatory Process
g. Develop Specification Document and Evaluation Criteria
h. Prepare Technical Specifications
i. Develop Functional Requirements
j. Develop Performance Requirements
k. Develop Preliminary Purchase Documents and Forms
l. Prepare and Deliver Draft Specifications
m. Finalize Regulatory Process
n. Prepare Final FCC Submittals
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o. Prepare Final FAA Submittals
IV.
3.
Preparation of RFP for Acquisition and Implementation of the System(s)
4.
Solicitation, Evaluation, Negotiation and Award of Vendor Contract
a. Attend and participate in the preproposal conference and develop
responses to questions submitted.
b. Evaluate proposals received for the system replacement and provide
a written report and presentation to the CRCSC summarizing their
evaluation.
c. Provide contract negotiation assistance with selected vendor for new
radio communication system.
d. Evaluate best and final offers and provide a written report and
presentation to the CRCSC summarizing their evaluation.
5.
Systems(s) Implementation, Testing and Acceptance
a. Attend and participate in negotiations on behalf of the jurisdictions to
evaluate and finalize the detailed design review with the selected
vendor.
b. Develop all detailed testing plan(s) in coordination with the vendor for
system acceptance which will be approved by the jurisdictions prior to
the vendor conducting any tests. . Schedule and provide project
management assistance for conducting the tests and through final
acceptance.
c. Attend, participate and certify the outcome of the system staging for
each jurisdiction.
d. Develop and implement a cutover strategy from the legacy network to
the next generation communications system. This strategy will
encompass both an internal jurisdictional view but also a regional view
with a strong emphasis on interoperability.
e. Develop a long-term strategy for new system sustainability including
organizational structure, identifying training requirements both
technical and operational, policies and procedures to other activities
as identified.
f. Assist with design, development, and deployment of radio templates.
g. Engineering Design Phase
h. Fine Installation
i. Subscriber Installation
j. Project Close-Out
k. Punch List Resolution
l. System Manual/Documentation
m. Final Acceptance
6.
Post Implementation Services
GENERAL QUALIFICATIONS OF THE OFFERORS:
A.
Offerors must demonstrate their firms overall specific experience and capabilities
in Regional Radio Network design, planning, estimating, solicitation
development, vendor selection, negotiations and award, system installation,
project management, etc. on projects of similar size, scope and complexity.
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V.
B.
Offerors must demonstrate their firm’s ability to finish projects within specified
times, within a specified budget, and with minimal change orders.
C.
Offerors must identify the proposed project team members and qualifications
including but not limited to their credentials, work experience and amount of time
anticipated for commitment to each locality throughout the all phases of work
concurrently.
D.
Offerors must demonstrate financial stability by providing the most recent audited
financial statements.
E.
Offerors must provide an overview of the firm with an organizational chart of your
proposed team to include any proposed sub-consultants.
F.
Offerors must address the firm’s current workload and ability to undertake a
project of this size and scope.
CURRENT AND PROPOSED SYSTEM DESCRIPTIONS:
A.
It is the Participating Jurisdiction’s intent to maintain or improve the current level of
interoperability.
B
The region’s law enforcement, public safety, emergency communications and public
service personnel are currently utilizing a Motorola, Astro, 3 site Smartzone
Network.
Henrico County
Henrico County operates a Four-site SmartZone 3.0 simulcast system with 24
trunked voice channels. The system has redundant 6809 controllers. Henrico
County operates a
Zone controller that supports the SmartZone system in
Chesterfield County and the City of Richmond.
Henrico County’s prime site is located at the Henrico County Emergency
Communications Center (ECC). Remote sites are located at WXRL radio station,
Runnimeade, Cox Rd, and Eastern Government Center. Each site utilizes 3
transmit antennas, three transmit combiners, one receive antenna, and one towertop amplifier / receive multi-coupler.
Henrico County has one dispatch center located at the ECC. The dispatch center
has 30 local operator positions.
Henrico County also has the National Calling channel and ITAC channels 1-4 at the
Runnimeade site. This is part of a regional simulcast conventional overlay of the
NPSPAC national mutual aid channels.
Henrico County also operates a 1 channel conventional at the following sites: the
WXRL, Runnimeade, Cox Road and Eastern Government Center.
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There are approximately 2,300 portable radios, 1,400 mobile radios, 102 control
stations and 25 Moscad/FRAP units affiliated with the system.
Henrico County has deployed 26 Bi-Directional Amplifiers within the County.
The four transmit sites as well as the regional prime site (located at the Henrico
Emergency communications Center) and radio shop maintenance site are
connected via a DS-3, Harris microwave network.
Site Name
Site Type
No of RF Channels
ECC
Henrico Prime/ Regional Master
0
Woodman Road
Microwave only
0
Runnimeade Farm
Remote Simulcast
24 Trunking
Eastern Government Center
Remote Simulcast
24 Trunking
WRXL
Remote Simulcast
24 Trunking
Cox road
Remote Simulcast
24 Trunking
Chesterfield County
The System is comprised of nine simulcast transmit/receive sites, each with 20
base repeaters. The dispatch center has twenty local and four remote operator
positions located in Colonial Heights. There are 1862 portable radios, 1152 mobile
radios/control stations and 38 MOSCAD units affiliated with the system. There are
also 8 Bi-Directional Amplifiers (BDAs) located in Chesterfield County.
Chesterfield’s remote sites are located at: see table below. Each site utilizes 2
transmit antennas, 2 transmit combiners, 2 receive antenna, and 2 tower-top
amplifier / receive multi-couplers.
Chesterfield has one dispatch center. The dispatch center has 20 local operator
positions, and 4 remote operator positions, located at Colonial Heights ECC. .
Chesterfield also has the National Calling channel and ITAC channels 1-4 at three
sites, Watkins, Grange Hall and Colonial Heights towers.. This is part of a regional
simulcast conventional overlay of the NPSPAC national mutual aid channels.
The nine transmit / receive sites as well as the regional prime site (located at the
Henrico Emergency communications Center) are connected via a DS-3, Harris
microwave network.





Bon Air
Col Hghts
Court House *
DSCR
Enon

Lake Dale
7




Land Fill
Union Branch
Watkins
Winterpock (Grange
Hall)
*Courthouse Tower is a Microwave link to ECC site with no 800MHZ transmitters
or receivers.
Hanover County
Hanover County operates a Motorola 700/800 MHz ASTRO 25 digital simulcast
system radio solution operating on software version 7.11. The Hanover County
Radio System utilizes industry standard Packet Switched IP network links for
connectivity between system elements. The system uses digital technology
compliant with Project 25 standards and provides an open architecture network
supporting common protocols and coverage for both voice and data.
The Hanover County Radio System includes Motorola’s Project 25 master site
control architecture. The Project 25 master site equipment provides the interface
between the simulcast subsystem, conventional interoperability sites via
Conventional Channel Gateway (CCGW) technology, and the dispatch console
network. The management architecture provides management terminals capable
of multi-tasking and presenting all of the information required to manage the
system. Network and radio components are alarmed and monitored locally by
911 staff and remotely by the Motorola Network Operations Center. The
inclusion of a Project 25 foundation provides the flexibility to easily expand the
system by adding additional sites and/or accommodating neighboring systems.
The Hanover County Radio System is comprised of the following:
 One (1) ASTRO 25 Master Site
 One (1) Radio Frequency ASTRO 25 IP Simulcast Subsystem
o One (1) ASTRO 25 Prime Site
o Fifteen (15) ASTRO 25 remote simulcast sites
 One (1) Dispatch Console Subsystem with nine (9) MCC7500 consoles
 Emergency Power Systems – Generators, 48 vdc battery systems,
Uninterrupted Power Systems
 Approximately 2,000 active Subscriber Units – Mobiles and Portables – for
Hanover County, the Town of Ashland, and other user agencies.
The Hanover Radio System is includes system architecture is as follows:
 ASTRO® 25 system is a transport core designed to carry voice, data, and
management information through Internet Protocol (IP) packets capable of
transporting vocoded and end to end encrypted audio
 Call Processing Subsystem
8






Network Management Subsystem
o Network management applications used in an ASTRO® 25 System
include Private Radio Network Management (PRNM) Applications,
Transport Network Management (TNM) Applications, and MOSCAD.
Dispatch Console Subsystem
Data Communication Subsystem
Network Security Subsystem
Dual Ring/Dual Path Harris Constellation OC3 Microwave System providing
highly reliable IP connectivity
The ASTRO® 25 system supports radio-to-radio and radio-to-console secure
operation.
The Hanover County ASTRO 25 trunked system is an FDMA system. The fifteen
(15) voice radio sites utilize twelve (12) 800 MHz frequency pairs, with a single
channel occupying 12.5 kHz of bandwidth. Interoperability to federal, state, and
local agencies is achieved thru national mutual aid channels, Region I COMLINC
RIOS, and patches thru Conventional Channel Gateway (CCGW) technology.
Hanover County Radio Site Inventory
Site Name
Site Type
No of RF Channels
01- Elmont ES
Master with Co-located Simulcast Prime Site and Co-located RF Simulcast
Remote Site
12 Trunking
02- Poor Farm
Remote Simulcast Site with CCGW
12 Trunking
03-New Farrington
Fire Station
Remote Simulcast Site
12 Trunking
04-Rockville
Remote Simulcast Site
12 Trunking
05-Montpelier
Remote Simulcast Site
12 Trunking
06-Beaverdam ES
Remote Simulcast Site with CCGW
12 Trunking
07-Coatesville
Remote Simulcast Site
12 Trunking
08- Doswell Water
Treatment)
Remote Simulcast Site
12 Trunking
09-Gum Tree
(Machine Shop)
Remote Simulcast Site
12 Trunking
10-Georgetown
Landfill
Remote Simulcast Site
12 Trunking
11-Pole Green
Remote Simulcast Site with CCGW
12 Trunking/
12-Old Church
Remote Simulcast Site
12 Trunking
13-Ellerson’s
Garage
Remote Simulcast Site
12 Trunking
14-Sinclair)
Remote Simulcast Site
12 Trunking
15- Holly Hill
Remote Simulcast Site with CCGW
12 Trunking
9
Site Name
Site Type
No of RF Channels
16-Court House
(mw only)
17-VBB (mw only)
Microwave Only Site
0
Microwave/Fiber Transport Site with 6 CCGW
(Interoperability/Backup/Legacy Conventional)
24 Conventional
18-New ECC
Dispatch Site with 2 CCGW (Phone Patch), Logging Recorder, and 3 PRNM
Clients
8 Telco Patch
City of Richmond
The City of Richmond operates a 3-site Motorola SmartZone 3.0 simulcast system
with 25 trunked RF channels. The system has redundant 6809 controllers located
at the Hopkins Road facility with links to the regional Motorola Zone Controller
located at the Henrico County regional prime site with a Harris 6GHz constellation
microwave spur connection.
The City of Richmond’s RF sites are located at Richmond City Hall, Richmond Fire
Department’s Station-25, and the Richmond 911 Center located at the Hopkins
Road facility. Both City Hall and Hopkins Road sites utilize three transmit antennas,
three transmit combiners, one receive antenna with a single tower-top amplifier /
receive multi-coupler configuration. Fire Station-25 utilizes two transmit antennas
and combiners that accommodates for tower space issues at the site. The three RF
sites are connected via a DS3 microwave ring that utilizes a Harris 6GHz
constellation microwave network.
The City of Richmond has two dispatch centers, one located at the Hopkins Road
site providing service for police and fire. The Hopkins Road dispatch center has 14
local operator positions, and 1 remote operator position, located at the Radio Shop
on the Parker Field complex. A second dispatch operation is located at the
Richmond Ambulance Authority (RAA) on Hermitage Road. The RAA dispatch
facility has 7 radio positions connected to the network with radio control stations.
The City of Richmond also has the National Public Safety Planning Advisory
Committee (NPSPAC) Calling and tactical (TAC) channels 1-4 at the Hopkins Road
site. This is part of a 8-site regional simulcast conventional overlay of the NPSPAC
national mutual aid channels.
The City of Richmond also operates a NPSPAC calling and 8TAC93 single site
conventional channel at the City Hall site. These repeaters utilize the trunked
systems antenna systems.
There are approximately 3288 portable radios, 1294 mobile radios, 183 control
stations.
The City of Richmond is in the process of decommissioning the fire station alerting
system that currently utilizes the 800MHz trunked radio system for an IP based
solution. The radio system will only be utilized as a backup means of alerting once
the new system is fully functional in 2013.
The City of Richmond has deployed 17 Bi-Directional Amplifiers within the City to
aid with in-building coverage needs.
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1. Chemical Treatment Building
2. City Hall Deck Parking Office
3. Richmond Convention Center
4. Douglasdale Pumping Station
5. East Diversion Structure-Shockoe Bottom
6. Hampton-McCloy Pumping Station
7. RPD Headquarters
8. RPD Training Academy
9. Shockoe Retention Basin
10. Upham Brook Pumping Station
11. Water Filtration Plant-1
12. Wastewater Treatment Blower Building
13. Wastewater Treatment Plant Effluent Filter Building
14. Wastewater Treatment Plant Main Pumping Building
15. Wastewater Treatment Plant Penthouse Facility
16. Wastewater Treatment Plant Tunnels-1
17. Wastewater Treatment Plant Tunnels-2
VI.
JURISDICTIONAL RIGHTS AND RESPONSIBILITIES:
A. Each participating jurisdiction will designate an individual(s) to act as the jurisdictions
representative with respect to the work to be performed under this contract. Such
individual shall have the authority to transmit instructions, receive information, and
interpret and define the jurisdiction’s policies and decisions with respect to the
contract.
B. Each locality reserves the right to approve or reject any consultant employee and/or
sub-consultant employee that is proposed for the project, at locality’s sole discretion
at any time. Such actions do not relieve the Successful Offeror of any contractual
obligations.
C. Each jurisdiction shall provide to the Successful Offeror, upon request, information in
its possession which relates to the jurisdiction’s requirements for the project or which
is relevant to the project so long as the provision of such information is consistent
with applicable laws.
VII.
ANTICIPATED SCHEDULE:
The following represents a tentative outline of the process currently anticipated by the
CRCSC:

Request for Proposals issued
May 17, 2013

Pre-proposal conference
May 30, 2013, 9:00 a.m.
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
Questions no later than 5:00 p.m.
June 6, 2013

Addenda issued no later than
June 14, 2013

Receive Written Proposals
July 3, 2013, 2:00 p.m.

Oral Presentation
August 6-7, 2013

Negotiations
TBD

Contract begins
TBD

Specifications and procurement development: complete by Fall 2014

Award of contract(s) for system acquisition: complete by Fall 2015

Implementation/system acceptance: complete by Summer 2018
VIII.
GENERAL CONTRACT TERMS AND CONDITIONS: Attachment E - Henrico County,
Chesterfield County, Hanover County and City of Richmond, Virginia
IX.
PROPOSAL SUBMISSION REQUIREMENTS:
A.
The Purchasing Office will not accept oral proposals, nor proposals received by
telephone, FAX machine, or other electronic means.
B.
The County will not assume responsibility for reproduction where an insufficient
number of copies Offeror of the deficiency and request that the appropriate
number of copies be delivered within 24 hours. Failure to comply with this or
other requirements of this Request for Proposal shall be grounds for the County
to reject the proposal submission.
C.
All erasures, interpolations, and other changes in the proposal shall be signed or
initialed by the Offeror.
D.
The Proposal Signature Sheet (Attachment B) must accompany any proposal(s)
submitted and be signed by an authorized representative of the Offeror. If the
Offeror is a firm or corporation, the Offeror must print the name and title of the
individual executing the proposal. All information requested should be submitted.
Failure to submit all information requested may result in the Purchasing Office
requiring prompt submission of missing information and/or giving a lowered
evaluation of the proposal.
E.
The proposal, the proposal security, if any, and any other documents required,
shall be enclosed in a sealed opaque envelope. The envelope containing the
proposal shall be sealed and marked in the lower left-hand corner with the
number, title, hour, and due date of the proposal.
F.
The time proposals are received shall be determined by the time clock stamp in
the Purchasing Office for the County of Henrico, Virginia. Offerors are
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responsible for insuring that their proposals are stamped by Purchasing Office
personnel by the deadline indicated.
G.
By submitting a proposal in response to this Request for Proposal, the Offeror
represents it has read and understand the Scope of Services and has
familiarized itself with all federal, state, and local laws, ordinances, and rules and
regulations that in any manner may affect the cost, progress, or performance of
the Contract work.
H.
The failure or omission of any Offeror to receive or examine any form,
instrument, addendum, or other documents or to acquaint itself with conditions
existing at the site, shall in no way relieve any Offeror from any obligations with
respect to its proposal or to the Contract.
I.
Trade secrets or proprietary information submitted by an Offeror in
response to this Request for Proposal shall not be subject to public
disclosure under the Virginia Freedom of Information Act; however, the
Offeror must invoke the protection of this section prior to or upon
submission of data or materials, and must identify the data or other
materials to be protected and state the reasons why protection is
necessary (Va. Code § 2.2-4342.F). (Attachment C)
J.
A proposal may be modified or withdrawn by the Offeror any time prior to the
time and date set for the receipt of proposals. The Offeror shall notify the
Purchasing Office in writing of its intentions.
1.
If a change in the proposal is requested, the modification must be so
worded by the Offeror as to not reveal the original amount of the
proposal.
2.
Modified and withdrawn proposals may be resubmitted to the Purchasing
Office up to the time and date set for the receipt of proposals.
3.
No proposal can be withdrawn after the time set for the receipt of
proposals and for one-hundred twenty (120) days thereafter.
K.
The Participating Jurisdictions welcomes comments regarding how the proposal
documents, scope of services, or drawings may be improved. Offerors
requesting clarification, interpretation of, or improvements to the proposal general
terms, conditions, scope of services or drawings shall make a written request
which shall reach the Purchasing Office, Division of General Services, no later
than June 6, 2013. Any changes to the proposal shall be in the form of a written
addendum issued by the Purchasing Office and it shall be signed by the Director
of General Services or a duly authorized representative. Each Offeror is
responsible for determining that it has received all addenda issued by the
Purchasing Office before submitting a proposal.
L.
All proposals received in the Purchasing Office on time shall be accepted. All
late proposals received by the Purchasing Office shall be returned to the Offeror
unopened. Proposals shall be open to public inspection only after award of the
Contract.
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X.
PROPOSAL RESPONSE FORMAT:
The Offeror should include in its proposal as a minimum the following:
A. Table of Contents – each page of proposal must be numbered
B. Introduction
Cover Letter - on company letterhead, signed by a person with the
corporate authority to enter into contracts in the amount of the proposal.
Proposal Signature Sheet – Attachment B
Proprietary/Confidential Information – Attachment C
Virginia State Corporation Commission Identification
Attachment D
Number
–
C. Response to Specifications - Offerors shall address each section of the Scope
of Services. The Offeror shall identify any exceptions, referenced to the
paragraph number, in a subsection titled “Exceptions”.
D. References – Offerors shall provide a list of at least three (3) references with
which you have completed projects of similar size and scope. Local
government references are preferred. Use format below for references:
Name
Company
Address
Contact Name
Contact Telephone Number
Contact Email Address
Contract Award Date
Contract Value
E. Project approach, implementation plan and proposed payment methodology –
Offerors shall provide a narrative that describes the firm’s approach for
providing the required services.
F. Pricing – For initial evaluation purposes, Offerors shall provide fully loaded and
all inclusive hourly rates for all proposed team members. Offerors selected for
negotiation will be provided with summary information from the Needs
Assessments and will be afforded the opportunity to prepare a final project
scope/fee based on the summary information. The contracts awarded pursuant to
this RFP shall provide for the terms of payment, as agreed upon during
negotiations. It is anticipated that the payments will be based upon the agreed
upon hourly rates, not to exceed agreed upon sums for each of the phases
specified under Background II.D. 1 – 5 which are cited herein.
15
G.
XI.
Appendices – Optional. Offerors who wish to submit additional
materials that will clarify their response to the RFP.
PROPOSAL EVALUATION/SELECTION PROCESS:
A.
Offerors are to make written proposals, which present the Offeror's qualifications
and understanding of the work to be performed. Offerors are asked to address each
evaluation criteria and to be specific in presenting their qualifications. Proposals
should be as thorough and detailed as possible so that the Participating Jurisdiction’s
may properly evaluate your capabilities to provide the required goods/services.
B.
Selection of the Successful Offeror will be based upon submission of proposals
meeting the selection criteria. The selection criteria will include:
EVALUATION CRITERIA
WEIGHT
Functional Requirements
 Extent to which the proposal addresses Offeror’s experience and ability to
provide services meeting the RFP requirements.
 Demonstrated understanding of the services to be performed.
 Quality of services performed for projects of similar scope and complexity.
 Completeness, relevance, thoroughness, and insight displayed in
response to the Request for Proposal.
 Knowledge and understanding of the issues to be addressed in the
response.
Implementation Services
 Project management approach for projects of similar size and scope
 Project Plan and Schedule Project Management
 Current Workload and ability to complete required work within the
jurisdictions schedule.
Experience and Qualifications
 Past performance and general overall completion on time of
projects of similar size and scope.
 Relevant experience, technical capabilities, competence and
qualifications of the Offeror and personnel assigned to project
 Resumes of proposed staff.
 Financial Stability of Firm.
 References
 Team organization and amount of experience as a team.
Pricing - Proposed hourly rates/final negotiated fees
Quality of proposal submission/oral presentations.
TOTAL
16
35
20
20
20
5
100
C. The Participating Jurisdictions’ established Selection Committee will select two or
more Offerors deemed to be fully qualified and best suited among those submitting
proposals. The Selection Committee shall then conduct negotiations with each of
the Offerors so selected for separate contracts with each participating jurisdiction.
Price shall be considered, but need not be the sole determining factor. After
negotiations have been conducted with each Offeror so selected, the Selection
Committee shall select the Offeror, which, in its opinion, has made the best
proposal(s), and shall recommend to each Participating Jurisdiction that they award
the contract to that Offeror. Should the Selection Committee determine in writing and
in its sole discretion that only one Offeror is fully qualified or that one Offeror is
clearly more highly qualified that the others under consideration, a contract may be
negotiated and awarded by each participating jurisdiction to that Offeror. The award
document will be a contract incorporating by reference all the requirements, terms
and conditions of the solicitation and the Offeror’s proposal as negotiated.
17
ATTACHMENT A
County of Henrico, Virginia
INSURANCE SPECIFICATIONS
The Successful Offeror shall carry Public Liability Insurance in the amount specified below, including
contractual liability assumed by the Successful Offeror, and shall deliver a Certificate of Insurance from
carriers licensed to do business in the Commonwealth of Virginia and is representative of the insurance
policies. The Certificate shall show that the policy has been endorsed to add the County of Henrico and
Henrico County Public Schools named as an additional insured for the Commercial General Liability
coverage. The coverage shall be provided by a carrier(s) rated not less than “A-“ with a financial rating of
at least VII by A.M. Bests or a rating acceptable to the County. In addition, the Successful Vendor shall
agree to give the County a minimum of 30 days prior notice of any cancellation or material reduction in
coverage.
Workers’ Compensation
Statutory Virginia Limits
Employers’ Liability Insurance -
$100,000 for each Accident by employee
$100,000 for each Disease by employee
$500,000 policy limit by Disease
Commercial General Liability - Combined Single Limit
$1,000,000 each occurrence including contractual liability for specified agreement
$2,000,000 General Aggregate (other than Products/Completed Operations)
$2,000,000 General Liability-Products/Completed Operations
$1,000,000 Personal and Advertising injury
$ 100,000 Fire Damage Legal Liability
Coverage must include Broad Form property damage and (XCU) Explosion, Collapse and Underground
Coverage
Business Automobile Liability – including owned, non-owned and hired car coverage
Combined Single Limit - $1,000,000 each accident
Umbrella/Excess Liability
$2,000,000 Each Occurrence/Aggregate
NOTE 1:
The commercial general liability insurance shall include contractual liability. The contract documents include an
indemnification provision(s). The County makes no representation or warranty as to how the Vendor’s
insurance coverage responds or does not respond. Insurance coverages that are unresponsive to the
indemnification provision(s) do not limit the Vendor’s responsibilities outlined in the contract documents.
NOTE 2:
The intent of this insurance specification is to provide the coverage required and the limits expected for each
type of coverage. With regard to the Business Automobile Liability and Commercial General Liability, the total
amount of coverage can be accomplished through any combination of primary and excess/umbrella insurance.
This insurance shall apply as primary insurance and non-contributory with respect to any other insurance or
self-insurance programs afforded the County of Henrico and Henrico County Public Schools. This policy shall
be endorsed to be primary with respect to the additional insured.
NOTE 3:
Title 65.2 of the Code of Virginia requires every employer who regularly employs three or more full-time or parttime employees to purchase and maintain workers' compensation insurance. If you do not purchase a workers’
compensation policy, a signed statement is required documenting that you are in compliance with Title 65.2 of
the Code of Virginia.
10/24/2012
18
ATTACHMENT A
County of Chesterfield, Virginia
INSURANCE SPECIFICATIONS
The Contractor and insurance company should carefully review the insurance
requirements set forth below. The Contractor shall furnish a copy of a certificate of
insurance in accordance with the requirements before the County will execute a
contract. The Contractor shall be responsible for maintaining current certificates of
insurance on file with the County. The certificate of insurance does not need to
accompany the proposal.
The Contractor shall purchase and maintain in force, at his own expense, such
insurance as will protect him and the County from claims which may arise out of or
result from the Contractor's execution of the work, whether such execution be by
himself, his employees, agents, subcontractors, or by anyone for whose acts any of
them may be liable. The insurance coverages shall be such as to fully protect the
County, the Consulting Professional (if applicable) and the general public from any and
all claims for injury and damage resulting by any actions on the part of the Contractor or
his forces as enumerated above.
The Contractor shall furnish insurance in satisfactory limits, and on forms and of
companies that are acceptable to the County’s Attorney and/or Risk Management
Director and shall require and show evidence of insurance coverages on behalf of any
subcontractors (if applicable), before entering into any agreement to sublet any part of
the work to be done under this contract.
The Contractor shall maintain during the initial term and any additional terms of this
contract the following equivalent coverage and minimum limits:
1.
Commercial General Liability 1,000,000 Combined Single Limit per occurrence.
2.
Automobile Liability $1,000,000 Combined Single Limit per occurrence
3.
Workers’ Compensation Virginia Statutory limits
4.
Employers’ Liability $100,000 each accident
If an insurance certificate is used as evidence of the required insurance the insurance
certificate:
1. Must reflect that the Commercial General Liability policy names Chesterfield County
as an additional insured by endorsement to the policy;
19
2. Must reflect that the policies are endorsed to require no less than 30 days’ notice of
cancellation or other change in coverage to the County;
3. Must have an authorized signature;
4. The Certificate Holder should be listed as:
Chesterfield County
c/o Purchasing Department
P.O. Box 51, Chesterfield, VA 23832-0001
RFP No. ____________________
20
ATTACHMENT A
Hanover County, Virginia
INSURANCE SPECIFICATIONS
The following sections contain the general requirements of Hanover County, Virginia related to insurance
coverage for those contracting with the County. The CONTRACTOR (and its subcontractors) shall provide
at least the insurance coverage and amounts specified in the "Insurance Checklist" found at the end of these
requirements, plus any additional coverage and greater amounts as may be required by law or required
elsewhere in this solicitation.
1.0
General Insurance Requirements
1.1 The CONTRACTOR shall not commence Work until the CONTRACTOR has
obtained, at the CONTRACTOR's own expense, all of the insurance required
hereunder and such insurance has been approved by the County; nor shall the
CONTRACTOR allow any Subcontractor to commence Work on any subcontract
until all insurance required of the Subcontractor has been obtained and approved by
the CONTRACTOR. Approval of insurance required of the CONTRACTOR will
be granted only after submission to the County of original certificates of insurance
signed by authorized representatives of the insurers or, at the County’s request,
certified copies of the required insurance policies.
1.2 All insurance required hereunder shall be in force throughout the term of the
Contract, and for five years after Final Payment for the Work by the County with
respect to products and completed operations liability. Original certificates of
insurance signed and submitted by authorized representatives of the insurers or, at
the County’s request, certified copies of insurance policies, evidencing that all
required insurance is in effect, shall be maintained with the County throughout the
term of the Contract, and for five years after Final Payment for the Work by the
County with respect to products and completed operations liability.
1.3 The CONTRACTOR shall require all Subcontractors to maintain during the term of
the Contract commercial general liability insurance, business auto liability
insurance, workers compensation and employer’s liability insurance, and umbrella
excess or excess liability insurance to the same extent required of the
CONTRACTOR unless any such requirement is expressly waived or amended by
the County in writing. Immediately upon request, the CONTRACTOR shall have
Subcontractors’ original certificates of insurance signed and submitted to the
County by authorized representatives of the insurers.
1.4 All insurance policies required hereunder should be endorsed to provide that the
policy is not subject to cancellation, non-renewal or material reduction in coverage
until 30 days prior written notice has been given to the County Purchasing Division.
The phrases "endeavor to" and "... but failure to mail such notice shall impose no
obligation or liability of any kind upon the company, its agents or representatives"
should be eliminated from the cancellation provision of standard ACORD
certificates of insurance.
1.5 No acceptance and/or approval of any insurance by the County shall be construed as
relieving or excusing the CONTRACTOR or the CONTRACTOR’s Surety from
any liability or obligation imposed upon either or both of them by the provisions of
21
the Contract.
1.6 If the CONTRACTOR does not meet the insurance requirements in this solicitation,
the CONTRACTOR shall forward a written request to the County for a waiver of
the insurance requirement(s) not met (accompanied by a statement from the
CONTRACTOR’S insurance agent, broker, or insurer, stating the specific
requirements not met), or approval in writing of alternate insurance coverage, selfinsurance, or group self-insurance arrangements. If the County denies the request,
the CONTRACTOR must comply with the insurance requirements in the
solicitation, or the County may award a contract to the next lowest responsive and
responsible bidder whose insurance is acceptable to the County.
1.7 All required insurance coverage’s must be underwritten by insurers legally allowed to
do business in the Commonwealth of Virginia and acceptable to the OWNER. The
insurers must also have a policyholders' rating of "A-" or better, and a financial size
of "Class VII" or better in the latest evaluation by A. M. Best Company, unless
OWNER grants specific approval for an exception.
1.8 Any deductibles or retentions in excess of $5,000 shall be disclosed on the original
Certificate of Insurance or by attachment thereto, and are subject to County's
approval. Any deductible or retention amounts elected by the CONTRACTOR or
imposed by the CONTRACTOR's insurer(s) shall be the sole responsibility of the
CONTRACTOR.
1.9 If the County is damaged by the failure or neglect of the CONTRACTOR to purchase
and maintain insurance as described and required herein, without so notifying the
County, then the CONTRACTOR shall bear all reasonable costs properly
attributable thereto.
1.10 The following definition of the term "County" applies to all policies issued under
the resultant contract: "The County Board of Supervisors of Hanover County,
Virginia, and its elected and appointed officials, officers, consultants, agents and
employees, the Hanover County School Board, if applicable under the resultant
contract, and any affiliated or subsidiary Board, Authority, Committee, or
Independent Agency (including those newly constituted), provided that such
affiliated or subsidiary Board, Authority, Committee, or Independent Agency is
either a Body Politic created by the County Board of Supervisors of Hanover
County, Virginia, Hanover County School Board, or one in which controlling
interest is vested in Hanover County; and Hanover County Constitutional Officers."
1.11 Should the CONTRACTOR fail to provide acceptable evidence of current
insurance within seven days of written notice at any time during the Contract Term,
the County shall have the absolute right to terminate the Contract without any
further obligation to the CONTRACTOR, and the CONTRACTOR shall be liable
to the County for the entire additional cost of procuring performance and the cost of
performing the uncompleted portion of the Contract at the time of termination.
2.0
CONTRACTOR's Liability Insurance
2.1 The CONTRACTOR shall purchase and maintain the following insurance coverages
and limits.
22
2.1.1
Commercial general liability insurance or its equivalent for bodily injury, personal
injury and property damage including loss of use.
2.1.2
Business auto liability insurance or its equivalent*
* If the CONTRACTOR is subject to Sections 29 and 30 of the Motor Carrier Act of
1980 and the rules and regulations of the Federal Highway Administration and Interstate
Commerce Commission in connection with the Work to be performed under the Contract,
the CONTRACTOR will obtain the MCS 90 endorsement to its automobile liability
coverage.
2.2
2.1.3
Workers compensation insurance or its equivalent with statutory benefits as
required by any state or Federal law, including standard "other states" coverage;
employers liability insurance or its equivalent.
2.1.4
Umbrella excess liability or excess liability insurance or its equivalent including
coverage for Commercial General Liability, Business Auto Liability; and
Employers Liability.
2.1.5
The County (using the definition of County in 1.10 above) shall be named as
additional insured on the CONTRACTOR's commercial general liability insurance
and umbrella excess or excess liability insurance policies. This insurance shall
be primary to any other insurance or self-insurance available to the County.
If any liability insurance purchased by the CONTRACTOR has been issued on a "claims
made" basis, the CONTRACTOR shall comply with the following additional conditions:
2.2.1
The CONTRACTOR shall agree to have original certificates of insurance signed
and provided by authorized representatives of the insurers provided to the
County for a period of five years after Final Payment for the Work by the County.
Such certificates shall evidence a retroactive date no later than the beginning of
the Work under the Contract; or
2.2.2
The CONTRACTOR shall purchase an extended (minimum five years) reporting
period endorsement for each such "claims made" policy in force as of the date of
Final Payment for the Work by the County and original certificates of insurance
signed and provided by authorized representatives of the insurers shall be
provided to evidence the purchase of this extended reporting period
endorsement. Such certificate shall evidence a retroactive date no later than the
beginning of the Work under the Contract.
23
INSURANCE CHECKLIST
Items marked with an "X" are required.
Coverage Required
Limits (Figures Denote Minimums)
X 1. Workers' Compensation* &
Commonwealth of Virginia
Statutory limits of the
X 2.
$500,000 accident, $500,000 disease
$500,000 policy limit disease
3.
Employers' Liability*
*If required by statute
USL&H Endorsement
Statutory
X 4. General Liability
for BI & PD
$ 1,000,000
Combined single limit
each occurrence
X 5.
General aggregate limit
___
Applies per project
___
Applies per location
$ 2,000,000
X
Products and Completed Operations
$ 2,000,000
6.
X 7
Personal Injury Liability
and aggregate
8.
aggregate
$ 1,000,000
each offense
Remove any XCU restrictions
___
Explosion
___
Collapse
___
Underground
X 9. Business Auto Liability
accident
$ 1,000,000
X 10.
Owned, Hired & Non-owned
X 11.
Motor Carrier Act End. (only if required by law)
X 12.
Umbrella Liability
$ 1,000,000
X 13.
The Certificate Holder should be listed as:
24
BI & PD, each
per occurrence
Hanover County
C/O Purchasing Division, RE: ITB No. 13-04-2295PB
P. O. Box 470
Hanover, VA 23069-0470
14.
Other insurance indicated below.
Attachment A
City of Richmond
Insurance Specifications
See sections 4.2 through 4.2.4 of City of Richmond’s Terms and Conditions
(Attachment E)
25
Attachment B
SUBMIT THIS FORM WITH PROPOSAL
PROPOSAL SIGNATURE SHEET
Page 1 of 2
My signature certifies that the proposal as submitted complies with all requirements specified in this
Request for Proposal (“RFP”).
My signature also certifies that by submitting a proposal in response to this RFP, the Offeror represents
that in the preparation and submission of this proposal, the Offeror did not, either directly or indirectly,
enter into any combination or arrangement with any person or business entity, or enter into any
agreement, participate in any collusion, or otherwise take any action in the restraining of free, competitive
bidding in violation of the Sherman Act (15 U.S.C. Section 1) or Sections 59.1-9.1 through 59.1-9.17 or
Sections 59.1-68.6 through 59.1-68.8 of the Code of Virginia.
I hereby certify that I am authorized to sign as a legal representative for the business entity submitting this
proposal.
LEGAL NAME OF OFFEROR (DO NOT USE TRADE NAME):
ADDRESS:
SIGNATURE:
NAME OF PERSON SIGNING (print):
TITLE:
TELEPHONE:
FAX:
E-MAIL ADDRESS:
DATE:
PLEASE SPECIFY YOUR BUSINESS CATEGORY BY CHECKING THE APPROPRIATE BOX OR
BOXES BELOW.
Please refer to definitions on Page 2 prior to completing. Check all that apply.
MINORITY-OWNED BUSINESS
SMALL BUSINESS
WOMEN-OWNED BUSINESS
NONE OF THE ABOVE
If certified by the Virginia Minority Business Enterprise (DMBE), provide DMBE certification
number and expiration date. ____________________ NUMBER __________________ DATE
SUPPLIER REGISTRATION – The County of Henrico encourages all suppliers interested in doing business with the
County to register with eVA, the Commonwealth of Virginia’s electronic procurement portal, http://eva.virginia.gov.
26
eVA Registered?
YES
NO
ATTACHMENT B
PAGE 2 OF 2
DEFINITIONS
For the purpose of determining the appropriate business category, the following definitions apply:
“Minority-owned business” means a business that is at least 51% owned by one or more
minority individuals who are U.S. citizens or legal resident aliens, or in the case of a corporation,
partnership, or limited liability company or other entity, at least 51% of the equity ownership interest
in the corporation, partnership, or limited liability company or other entity is owned by one or more
minority individuals who are U.S. citizens or legal resident aliens and both the management and daily
business operations are controlled by one or more minority individuals.
As used in the definition of “minority-owned business,” “minority individual” means an
individual who is a citizen of the United States or a legal resident alien and who
satisfies one or more of the following definitions:
1. “African American” means a person having origins in any of the original
peoples of Africa and who is regarded as such by the community of which this
person claims to be a part.
2. “Asian American” means a person having origins in any of the original peoples
of the Far East, Southeast Asia, the Indian subcontinent, or the Pacific Islands,
including but not limited to Japan, China, Vietnam, Samoa, Laos, Cambodia, Taiwan,
Northern Mariana, the Philippines, a U.S. territory of the Pacific, India, Pakistan,
Bangladesh, or Sri Lanka and who is regarded as such by the community of which
this person claims to be a part.
3. “Hispanic American” means a person having origins in any of the Spanishspeaking peoples of Mexico, South or Central America, or the Caribbean Islands or
other Spanish or Portuguese cultures and who is regarded as such by the community
of which this person claims to be a part.
4. “Native American” means a person having origins in any of the original
peoples of North America and who is regarded as such by the community of which
this person claims to be a part or who is recognized by a tribal organization.
“Small business” means a business, independently owned and controlled by one or more
individuals who are U.S. citizens or legal resident aliens, and together with affiliates, has 250 or fewer
employees, or annual gross receipts of $10 million or less averaged over the previous three years.
One or more of the individual owners shall control both the management and daily business
operations of the small business.
“Women-owned business” means a business that is at least 51% owned by one or more women
who are U.S. citizens or legal resident aliens, or in the case of a corporation, partnership, or limited
liability company or other entity, at least 51% of the equity ownership interest is owned by one or
more women who are U.S. citizens or legal resident aliens, and both the management and daily
business operations are controlled by one or more women.
27
ATTACHMENT C
PROPRIETARY/CONFIDENTIAL INFORMATION IDENTIFICATION
NAME OF FIRM/OFFEROR: ______________________________
Trade secrets or proprietary information submitted by an Offeror shall not be subject to
public disclosure under the Virginia Freedom of Information Act; however, the Offeror
must invoke the protections of Va. Code § 2.2-4342.F in writing, either before or at the
time the data or other material is submitted. The written notice must specifically identify
the data or materials to be protected including the section of the proposal in which it is
contained and the page numbers, and state the reasons why protection is necessary.
The proprietary or trade secret material submitted must be identified by some distinct
method such as highlighting or underlining and must indicate only the specific words,
figures, or paragraphs that constitute trade secret or proprietary information. In
addition, a summary of proprietary information submitted shall be submitted on this
form. The classification of an entire proposal document, line item prices, and/or total
proposal prices as proprietary or trade secrets is not acceptable. If, after being given
reasonable time, the Offeror refuses to withdraw such a classification designation, the
proposal will be rejected.
SECTION/TITLE
PAGE
REASON(S) FOR WITHHOLDING FROM
NUMBER(S) DISCLOSURE
28
29
ATTACHMENT D
VIRGINIA STATE CORPORATION COMMISSION (SCC)
REGISTRATION INFORMATION
The Bidder or Offeror:
□ is a corporation or other business entity with the following SCC identification number:
________________________________ -OR□
is not a corporation, limited liability company, limited partnership, registered
limited liability partnership, or business trust -OR-
□
is an out-of-state business entity that does not regularly and continuously
maintain as part of its ordinary and customary business any employees, agents,
offices, facilities, or inventories in Virginia (not counting any employees or agents
in Virginia who merely solicit orders that require acceptance outside Virginia
before they become contracts, and not counting any incidental presence of the
Bidder/Offeror in Virginia that is needed in order to assemble, maintain, and
repair goods in accordance with the contracts by which such goods were sold
and shipped into Virginia from offeror’s out-of-state location) -OR-
□
is an out-of-state business entity that is including with this bid/proposal an
opinion of legal counsel which accurately and completely discloses the
undersigned Bidder’s/Offeror’s current contacts with Virginia and describes why
whose contacts do not constitute the transaction of business in Virginia within the
meaning of § 13.1-757 or other similar provisions in Titles 13.1 or 50 of the Code
of Virginia.
Please check the following box if you have not checked any of the foregoing options but
currently have pending before the SCC an application for authority to transact business
in the Commonwealth of Virginia and wish to be considered for a waiver to allow you to
submit the SCC identification number after the due date for bids/proposals: □
30
ATTACHMENT E
HENRICO COUNTY, VIRGINIA
GENERAL TERMS AND CONDITIONS
A.
Annual Appropriations
It is understood and agreed that the contract resulting from this procurement
(“Contract”) shall be subject to annual appropriations by the County of
Henrico, Board of Supervisors. Should the Board fail to appropriate funds
for this Contract, the Contract shall be terminated when existing funds are
exhausted. The successful offeror (“Successful Offeror” or “contractor”)
shall not be entitled to seek redress from the County of Henrico, Virginia (the
“County”) should the Board of Supervisors fail to make annual
appropriations for the Contract.
B.
Award of the Contract
1. The County reserves the right to reject any or all proposals and to waive
any informalities.
2. The Successful Offeror shall, within fifteen (15) calendar days after
Contract documents are presented for signature, execute and deliver to
the Purchasing Office the Contract documents and any other forms or
bonds required by the RFP.
3. The Contract resulting from this RFP is not assignable.
4. Upon making an award, or giving notice of intent to award, the County
will place appropriate notice on the public bulletin board located at the
following locations:
Purchasing Office
North Run Office Complex
1590 East Parham Road
Henrico VA 23228
Eastern Government Center
3820 Nine Mile Road
Henrico VA
Henrico Government Center
4301 E. Parham Road
Henrico VA 23228
Notice of award or intent to award may also appear on the Purchasing
Office website: http://www.co.henrico.va.us/genserv
31
C.
Collusion
By submitting a proposal in response to this Request for Proposal, the
Offeror represents that in the preparation and submission of this proposal,
said Offeror did not, either directly or indirectly, enter into any combination
or arrangement with any person, Offeror or corporation or enter into any
agreement, participate in any collusion, or otherwise take any action in the
restraint of free, competitive bidding in violation of the Sherman Act (15
U.S.C. § 1 et seq.) or Section 59.1-9.1 through 59.1-9.17 or Sections 59.168.6 through 59.1-68.8 of the Code of Virginia.
D.
Compensation
The Successful Offeror shall submit a complete itemized invoice on each
delivery or service that is performed under the Contract. Payment shall be
rendered to the Successful Offeror for satisfactory compliance with the
Contract within forty-five (45) days after receipt of a proper invoice.
E.
Controlling Law and Venue
The Henrico contract is made, entered into, and shall be performed in the
County of Henrico, Virginia, and shall be governed by the applicable laws of
the Commonwealth of Virginia. Any dispute arising out of the contract
resulting from this RFP, its interpretations, or its performance shall be
litigated only in the Henrico County General District Court or the Circuit
Court of the County of Henrico, Virginia.
F.
Default
1. If the Successful Offeror is wholly responsible for a failure to perform
the Contract (including, but not limited to, failure to make delivery of
goods, failure to complete implementation and installation, and/or if the
goods and/or services fail in any way to perform as specified herein),
the County may consider the Successful Offeror to be in default. In the
event of default, the County will provide the Successful Offeror with
written notice of default, and the Successful Offeror shall provide a
plan to correct said default within 20 calendar days of the County’s
notice of default.
2. If the Successful Offeror fails to cure said default within 20 days, the
County, among other actions, may complete the Contract work through
a third party, and the Successful Offeror shall be responsible for any
amount in excess of the Contract price incurred by the County in
completing the work to a capability equal to that specified in the
Contract.
32
G.
Discussion of Exceptions to the RFP
This RFP, including but not limited to its venue, termination, and payment
schedule provisions, shall be incorporated by reference into the Contract
documents as if its provisions were stated verbatim therein. Therefore,
Offerors shall explicitly identify any exception to any provisions of
the RFP in a separate “Exceptions to RFP” section of the proposal
so that such exceptions may be resolved before execution of the
Contract. In case of any conflict between the RFP and any other Contract
documents, the RFP shall control unless the Contract documents explicitly
provide otherwise.
H.
Drug-Free Workplace to be Maintained by the Contractor (Va. Code §
2.2-4312)
1. During the performance of this Contract, the contractor agrees to (i)
provide a drug-free workplace for the contractor’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 contractor’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.
2. 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 contractor in accordance with the Virginia Public
Procurement Act, the employees of whom 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.
I.
Employment Discrimination by Contractor Prohibited
1. During the performance of this Contract, the contractor agrees as
follows (Va. Code § 2.2-4311):
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(a)
The contractor will not discriminate against any employee or
applicant for employment because of race, religion, color, sex,
national origin, age, disability, or 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 contractor 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 the requirements of this section.
2. The contractor will include the provisions of the foregoing
subparagraphs (a), (b), and (c) in every subcontract or purchase order
of over $10,000, so that the provisions will be binding upon each
subcontractor or vendor.
J.
Employment of Unauthorized Aliens Prohibited
As required by Va. Code § 2.2-4311.1, the contractor does not, and shall not
during the performance of this agreement, in the Commonwealth of Virginia
knowingly employ an unauthorized alien as defined in the federal Immigration
Reform Act of 1986.
K.
Indemnification
The Successful Offeror agrees to indemnify, defend and hold harmless the
County (including Henrico County Public Schools), and the County’s officers,
agents and employees from any claims, damages, suits, actions, liabilities
and costs of any kind or nature, including attorneys’ fees, arising from or
caused by the provision of any goods and/or services, the failure to provide
any goods and/or services and/or the use of any services and/or goods
furnished (or made available) by the Successful Offeror, provided that such
liability is not attributable to the County’s sole negligence.
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L.
Insurance Requirements
The Successful Offeror shall maintain insurance to protect itself and the
County (including Henrico County Public Schools) from claims under the
Workers' Compensation Act, and from any other claim for damages for
personal injury, including death, and for damages to property which may
arise from the provision of goods and/or services under the Contract,
whether such goods and/or services are provided by the Successful Offeror
or by any subcontractor or anyone directly employed by either of them.
Such insurance shall conform to the Insurance Specifications. (Attachment
A)
M.
No Discrimination against Faith-Based Organizations
Henrico County does not discriminate against faith-based organizations as
that term is defined in Va. Code § 2.2-4343.1.
N.
Offeror's Performance
1. The Successful Offeror agrees and covenants that its agents and
employees shall comply with all County, State and Federal laws, rules
and regulations applicable to the business to be conducted under the
Contract.
2. The Successful Offeror shall ensure that its employees shall observe and
exercise all necessary caution and discretion so as to avoid injury to
person or damage to property of any and all kinds.
3. The Successful Offeror shall cooperate with County officials in
performing the Contract work so that interference with normal operations
will be held to a minimum.
4. The Successful Offeror shall be an independent contractor and shall not
be an employee of the County.
O.
Ownership of Deliverable and Related Products
1. The County shall have all rights, title, and interest in or to all specified
or unspecified interim and final products, work plans, project reports
and/or presentations, data, documentation, computer programs and/or
applications, and documentation developed or generated during the
completion of this project, including, without limitation, unlimited rights
to use, duplicate, modify, or disclose any part thereof, in any manner
and for any purpose, and the right to permit or prohibit any other
person, including the Successful Offeror, from doing so.
35
To the extent that the Successful Offeror may be deemed at any time
to have any of the foregoing rights, the Successful Offeror agrees to
irrevocably assign and does hereby irrevocably assign such rights to
the County.
2. The Successful Offeror is expressly prohibited from receiving
additional payments or profit from the items referred to in this
paragraph, other than that which is provided for in the general terms
and conditions of the Contract.
3. This shall not preclude Offerors from submitting proposals, which may
include innovative ownership approaches, in the best interest of the
County.
P.
Record Retention and Audits
1. The Successful Offeror shall retain, during the performance of the
Contract and for a period of three years from the completion of the
Contract, all records pertaining to the Successful Offeror’s proposal and
any Contract awarded pursuant to this Request for Proposal. Such
records shall include but not be limited to all paid vouchers including
those for out-of-pocket expenses; other reimbursement supported by
invoices, including the Successful Offeror’s copies of periodic estimates
for partial payment; ledgers, cancelled checks; deposit slips; bank
statements; journals; Contract amendments and change orders;
insurance documents; payroll documents; timesheets; memoranda; and
correspondence. Such records shall be available to the County on
demand and without advance notice during the Successful Offeror’s
normal working hours.
2. County personnel may perform in-progress and post-audits of the
Successful Offeror’s records as a result of a Contract awarded pursuant
to this Request for Proposals. Files would be available on demand and
without notice during normal working hours.
Q.
Severability
Each paragraph and provision of the Contract is severable from the entire
agreement and if any provision is declared invalid the remaining provisions
shall nevertheless remain in effect.
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R.
Small, Women-Owned and Minority-Owned (SWAM) Businesses
The County welcomes and encourages the participation of small businesses
and businesses owned by women and minorities in procurement
transactions made by the County. The County of Henrico actively solicits
both small business, women-owned and minority (SWAM) businesses to
respond to all Invitations for Bids and Requests for Proposals. All
solicitations are posted on the County’s Internet site at:
http://www.co.henrico.va.us/departments/genserv/purchasing.
S.
Subcontracts
1, No portion of the work shall be subcontracted without prior written
consent of the County. In the event that the Successful Offeror desires
to subcontract some part of the work specified in the Contract, the
Successful Offeror shall furnish the County the names, qualifications,
and experience of the proposed subcontractors. The Successful
Offeror shall, however, remain fully liable and responsible for the work
to be done by his/her subcontractor(s) and shall assure compliance
with all the requirements of the Contract.
2. The County encourages the contractor to utilize small, women-owned,
and minority-owned business enterprises. For assistance in finding
subcontractors, contact the Supplier Relations Coordinator (804-5015689) or the Virginia Department of Minority Business Enterprises:
http://www.dmbe.state.va.us/
T.
Taxes
1. The Successful Offeror shall pay all county, city, state and federal taxes
required by law and resulting from the work or traceable thereto, under
whatever name levied. Said taxes shall not be in addition to the Contract
price between the County and the Successful Offeror, as the taxes shall
be an obligation of the Successful Offeror and not of the County, and the
County shall be held harmless for same by the Successful Offeror.
2. The County is exempt from the payment of federal excise taxes and the
payment of State Sales and Use Tax on all tangible, personal property
for its use or consumption. Tax exemption certificates will be furnished
upon request.
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U.
Termination of Contract
1. The County reserves the right to terminate the Contract immediately in
the event that the Successful Offeror discontinues or abandons
operations; is adjudged bankrupt, or is reorganized under any
bankruptcy law; or fails to keep in force any required insurance policies
or bonds.
2. Failure of the Successful Offeror to comply with any section or part of the
Contract will be considered grounds for immediate termination of the
Contract by the County.
3. Notwithstanding anything to the contrary contained in the Contract
between the County and the Successful Offeror, the County may, without
prejudice to any other rights it may have, terminate the Contract for
convenience and without cause, by giving 30 days’ written notice to the
Successful Offeror.
4. If the County terminates the Contract, the Successful Offeror will be paid
by the County for all scheduled work completed satisfactorily by the
Successful Offeror up to the termination date.
V.
County License Requirement
If a business is located in the County, it is unlawful to conduct or engage
in that business without obtaining a business license. If your business is
located in the County, include a copy of your current business license with
your proposal submission. If you have any questions, contact the
Business Section, Department of Finance, County of Henrico, telephone
(804) 501-4310.
W.
Environmental Management
The Successful Offeror shall comply with all applicable federal, state, and
local environmental regulations. The Successful Offeror is required to
abide
by
the
County’s
Environmental
Policy
Statement
(http://www.co.henrico.va.us/genserv/pdfs/EnvironmentalPolicyStatement.
pdf), which emphasizes environmental compliance, pollution prevention,
continual improvement, and conservation. The Successful Offeror shall
be properly trained and have any necessary certifications to carry out
environmental responsibilities. The Successful Offeror shall immediately
communicate any environmental concerns or incidents to the appropriate
County staff.
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X.
Y.
Safety
1.
The Successful Offeror shall comply with and ensure that the
Successful Offeror’s personnel comply with all current applicable
local, state and federal policies, regulations and standards relating
to safety and health, including, by way of illustration and not
limitation, the standards of the Virginia Occupational Safety and
Health Administration for the industry. The provisions of all rules
and regulations governing safety as adopted by the Safety and
Health Codes Board of the Commonwealth of Virginia and issued
by the Department of Labor and Industry under Title 40.1 of the
Code of Virginia shall apply to all work under the Contract. The
Successful Offeror shall provide or cause to be provided all
technical expertise, qualified personnel, equipment, tools and
material to safely accomplish the work specified and performed by
the Successful Offeror.
2.
The Successful Offeror shall have, at each location at which the
Successful Offeror provides goods and/or services, a supervisor
who is competent, qualified, or authorized on the work site, and
who is familiar with policies, regulations and standards applicable to
the work being performed. The supervisor must be capable of
identifying existing and predictable hazards in the surroundings or
working conditions which are hazardous or dangerous to
employees or the public, and must be capable of ensuring that
applicable safety regulations are complied with, and shall have the
authority and responsibility to take prompt corrective measures,
which may include removal of the Successful Offeror’s personnel
from the work site.
3.
In the event the County determines any operations of the
Successful Offeror to be hazardous, the Successful Offeror shall
immediately discontinue such operations upon receipt of either
written or oral notice by the County to discontinue such practice.
Authorization to Transact Business in the Commonwealth
1.
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.
39
Z.
2.
An Offeror organized or authorized to transact business in the
Commonwealth pursuant to Title 13.1 or Title 50 of the Code of
Virginia must include in its proposal the identification number
issued to it by the State Corporation Commission. (Attachment D)
Any Offeror that is not required to be authorized to transact
business in the Commonwealth as a foreign business entity under
Title 13.1 or Title 50 of the Code of Virginia or as otherwise
required by law shall include in its proposal a statement describing
why the Offeror is not required to be so authorized.
3.
An Offeror described in subsection 2 that fails to provide the
required information shall not receive an award unless a waiver is
granted by the Director of General Services, his designee, or the
County Manager.
4.
Any falsification or misrepresentation contained in the statement
submitted by the Offeror pursuant to Title 13.1 or Title 50 of the
Code of Virginia may be cause for debarment.
5.
Any business entity described in subsection 1 that enters into a
contract with a public body shall not allow its existence to lapse or
allow its certificate of authority or registration to transact business in
the Commonwealth if so required by Title 13.1 or Title 50 of the
Code of Virginia to be revoked or cancelled at any time during the
term of the contract.
Payment Clauses Required by Va. Code § 2.2-4354
Pursuant to Virginia Code § 2.2-4354:
1.
The Successful Offeror shall take one of the two following actions
within seven days after receipt of amounts paid to the Successful
Offeror by the County for all or portions of the goods and/or
services provided by a subcontractor: (a) pay the subcontractor for
the proportionate share of the total payment received from the
County attributable to the work performed by the subcontractor
under that contract; or (b) notify the County and subcontractor, in
writing, of the Successful Offeror’s intention to withhold all or a part
of the subcontractor's payment with the reason for nonpayment.
40
2.
Pursuant to Virginia Code § 2.2-4354, Successful Offerors that are
proprietorships, partnerships, or corporations shall provide their
federal employer identification numbers to the County. Pursuant to
Virginia Code § 2.2-4354, Successful Offerors who are individual
contractors shall provide their social security numbers to the
County.
3.
The Successful Offeror shall pay interest to its subcontractors on all
amounts owed by the Successful Offeror that remain unpaid after
seven days following receipt by the Successful Offeror of payment
from the County for all or portions of goods and/or services
performed by the subcontractors, except for amounts withheld as
allowed in Subparagraph 1. above.
4.
Pursuant to Virginia Code § 2.2-4354, unless otherwise provided
under the terms of the Contract interest shall accrue at the rate of
one percent per month.
5.
The Successful Offeror shall include in each of its subcontracts a
provision requiring each subcontractor to include or otherwise be
subject to the same payment and interest requirements with
respect to each lower-tier subcontractor.
6.
The Successful Offeror's obligation to pay an interest charge to a
subcontractor pursuant to the payment clause in Virginia Code §
2.2-4354 shall not be construed to be an obligation of the County. A
Contract modification shall not be made for the purpose of
providing reimbursement for the interest charge. A cost
reimbursement claim shall not include any amount for
reimbursement for the interest charge.
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ATTACHMENT E
COUNTY OF CHESTERFIELD, VIRGINIA
GENERAL TERMS AND CONDITIONS
A.
Appropriation of Funds
The continuation of the terms, conditions, and provisions of a resulting contract beyond June 30 of any
year, the end of the County’s fiscal year, are subject to approval and ratification by the Chesterfield
County Board of Supervisors and appropriation by them of the necessary money to fund said contract
for each succeeding year. In the event of non-appropriation of funds, the contract shall be
automatically terminated with no recourse for the Contractor.
B.
Assignment of Contract
The County and Contractor bind themselves and any successors and assigns to the contract. The
employees of the Contractor will perform the work necessary to fulfill the contract. The Contractor shall
not assign, sublet, subcontract or transfer any of its interest in the contract without written consent of
the County. Nothing herein shall be construed as creating any personal liability on the part of any
officer or agent of the County, nor shall it be construed as giving any rights or benefits hereunder to
anyone other than the County and Contractor.
C.
Audit of Vendor Records
Contractor shall maintain full and accurate records with respect to all matters covered under the
contract including, without limitation, accounting records, written policies and procedures, time
records, telephone records, reproduction cost records, travel and living expense records and
any other supporting evidence necessary to substantiate charges related to the contract.
Contractor's records shall be open to inspection and subject to audit and/or reproduction, during
normal working hours by the County and its employees, agents or authorized representatives to
the extent necessary to adequately permit evaluation and verification of any invoices, payments
or claims submitted by Contractor pursuant to this contract. Such records subject to examination
shall also include, without limitation, those allocations as they may apply to costs associated
with the contract. The County shall have access to such records from the effective date of the
contract, for the duration of the contract, and until two (2) years after the date of final payment
by the County to the Contractor pursuant to this contract. The County's employees, agents or
authorized representatives shall have access to the Contractor's facilities, shall have access to
all necessary records, and shall be provided adequate and appropriate work space, in order to
conduct audits in compliance with this paragraph.
D.
Change Orders
Change orders must be approved by the County prior to work being performed.
E.
Commitment to Diversity and Chesterfield Businesses
Chesterfield County is a growing progressive community consisting of an increasingly diverse
population. This diversity provides for a dynamic and robust community that promotes growth.
Chesterfield County believes that all of its citizens should benefit from this economic growth
without regard to race, color, religion or economic status.
42
The County is committed to increasing the opportunities for participation of minority-owned
businesses, women-owned businesses, and businesses located in Chesterfield County to
ensure diversity in its procurement and contract activities. These businesses are encouraged to
respond to all solicitations. In addition, the County strongly encourages each Contractor and/or
supplier with which the County contracts to actively solicit minority-owned businesses, womenowned businesses, and businesses located in the County as subcontractors/suppliers for their
projects.
Upon award/completion of work, the County will require the Contractor to furnish data
regarding subcontractor/supplier activity with minority-owned businesses, womenowned businesses, and businesses located in Chesterfield County on a Certification of
Subcontractor/Supplier Activity form. The form will be provided to the Contractor by the
Purchasing Department. This information will enable the County to document the dollar
level of activity and measure the success of its purchasing and contracting efforts in this
endeavor.
Definitions:
Chesterfield Business (CB) - any private business enterprise, located within the
jurisdictional boundaries of Chesterfield County.
Minority-Owned Business (MOB) – a business that is at least 51% owned by one or
more minority individuals who are U.S. citizens or legal resident aliens, or in the case of
a corporation, partnership, or limited liability company or other entity, at least 51% of the
equity ownership interest in the corporation, partnership, or limited liability company or
other entity is owned by one or more minority individuals who are U.S. citizens or legal
resident aliens, and both the management and daily business operations are controlled
by one or more minority. (Code of Virginia 2.2-4310)
Women-Owned Business (WOB) - a business that is at least 51% owned by one or
more women who are U.S. citizens or legal resident aliens, or in the case of a
corporation, partnership, or limited liability company or other entity, at least 51% of the
equity ownership interest is owned by one or more women who are U.S. citizens or
legal resident aliens, and both the management and daily business operations are
controlled by one or more women. (Code of Virginia 2.2-4310)
F.
Contractor Background Checks
In order to preserve the integrity and security of County government operations, contract
workers may be required to undergo a criminal background check conducted by Chesterfield
County. The County will conduct these checks for any worker it believes will have unsupervised
access to County designated Security Sensitive areas. Contract workers providing goods,
services or construction in these designated areas are required to confine themselves to the
area of the work. Based on the results of the background check, the contract worker may be
disqualified from providing work/services for Chesterfield County.
43
G.
Copyrights and Patent Rights
The offeror certifies by submission of a proposal that there has been no violation of copyrights
or patent rights in manufacturing, producing, or selling the product or services shipped or
ordered as a result of this solicitation. The Contractor shall, at his own expense, defend any
and all actions or suits charging such infringement, and will save Chesterfield County, its
officers, employees, and agents harmless from any and all liability, loss, or expense incurred by
any such violation, or alleged violation.
H.
Default
In case of failure to deliver goods or services in accordance with the contract terms and
conditions, the County may, without prejudice to any other right or remedy, and after giving the
Contractor seven (7) calendar days written notice, terminate the employment of the Contractor
and procure such goods or services from other sources. In such event, the contractor shall be
liable to the County for any resulting additional purchase and administrative costs. This remedy
shall be in addition to any other remedies which the County may have.
I.
Drug Free Workplace
Pursuant to the Code of Virginia 2.2-4312, during the performance of this contract, the
Contractor agrees to (i) provide a drug-free workplace for the Contractor'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 Contractor'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 contractor in
accordance with this chapter, the employees of whom 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.
J.
Employment Discrimination
1. Pursuant to the Code of Virginia 2.2-4311, during the performance of the contract, the
Contractor agrees as follows:
a. The Contractor 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 Contractor
agrees to post in conspicuous places, available to employees and applicants for
44
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 the
requirements of this section.
2. The Contractor shall include the provisions of the foregoing paragraphs a, b, and c in
every subcontract or purchase order of over $10,000, so that the provisions will be
binding upon each subcontractor or vendor.
K.
Environmental Management Procedures
The Contractor shall comply with all federal, state and local environmental laws and regulations
and any additional requirements that may be included in or attached to the solicitation. For work
done for the County, the Contractor must also meet all Chesterfield County Environmental
Management System (EMS) requirements. For questions or additional information regarding
environmental requirements for the County, please contact Chesterfield County’s General
Services – Environmental Division at (804) 717-6531. For questions regarding environmental
requirements for the Chesterfield County Public Schools, please contact Environmental Health
and Safety at (804) 318-8048.
L.
ePayables
Chesterfield County recognizes the importance of timely payments to our vendors. Therefore,
we offer our vendors the opportunity to enroll in our ePayables program. This program allows
us to make card payments to our vendors and features an online portal to facilitate payments as
well as reduce payment processing times. Our ePayables program is mutually beneficial and is
our preferred method of payment. If you choose not to enroll in this program, payments will be
made by check and mailed through the postal service which could impact how quickly you
receive payments. No action is required for vendors already enrolled in the program. Please
contact the Accounting Department at (804) 748-1673 with questions.
M.
Faith-Based Organizations
Pursuant to the Code of Virginia 2.2-4343.1, Chesterfield County does not discriminate against
faith-based organizations.
N.
Finance/Interest Charges
Finance and/or interest charges imposed by the Contractor on any invoice shall not be paid by
the County.
O.
Governing Law
Contracts shall be governed by the provisions hereof and by the laws of the Commonwealth of
Virginia, excepting the law governing conflicts of laws. Disputes arising out of this contract
shall be resolved in the Courts of the Commonwealth of Virginia, in and for Chesterfield County.
P.
Illegal Aliens
Pursuant to the Code of Virginia 2.2-4311.1, the Contractor agrees that he does not, and shall
45
not during the performance of the contract, knowingly employ an unauthorized alien as defined
in the federal Immigration Reform and Control Act of 1986.
Q.
Indemnification
The Contractor shall hold harmless and indemnify the County, the School Board, if applicable,
and its officers, officials, employees and agents against any and all injury, loss or damage
arising out of the Contractor’s negligent or intentionally wrongful acts or omissions.
R.
Modification of the Contract
The contract shall not be amended, modified, or otherwise changed except by the written
consent of the Contractor and the County given in the same manner and form as the original
signing of the contract.
S.
Payment
If the Contractor performs all of the obligations of the contract to the satisfaction of the County,
the County shall pay the Contractor for the performance of the work in the manner and within
the time specified in the contract documents, which shall be consistent with the provisions of
Section 2.2-4352 and 2.2-4354 of the Code of Virginia.
Furthermore, the Contractor shall, within seven days after receipt of payment by the
County, take the following actions:
1. Pay the subcontractor for the proportionate share of the total payment received from
the County attributable to the work performed by the subcontractor under that
contract; or
2. Notify the County and subcontractor, in writing, of his intention to withhold all or a
part of the subcontractor's payment with the reason for nonpayment.
T.
Precedence of Terms
All Special Conditions contained in this solicitation that may be in variance or conflict with these
General Terms and Conditions shall have precedence over these General Terms and
Conditions. If no changes or deletions to General Terms and Conditions are made in the
Special Conditions, then the General Terms and Conditions shall prevail in their entirety.
U.
Quality Initiative
In order to continuously improve the efficiency and effectiveness of all public services provided,
Chesterfield County has adopted and implemented the National Baldridge Criteria for
Performance Excellence in its approach to organizational management. Listed herein for all
prospective offerors to the County is an overview of the County’s quality initiative. Offerors
should review this information in order to familiarize themselves with the management
philosophies and environment of the County prior to responding to Requests for Proposal.
The County’s quality initiative is led by front line workers, supervisors, department
directors, and the County’s Leadership Team. Their intensive involvement in
improvement demonstrates the county’s commitment to its values and principles.
The quality initiative includes guidelines for values and principles regarding the
involvement of every employee within the organization. Implementation of these quality
46
initiatives demonstrates the County’s commitment to the importance of each individual.
A high standard of ethics, fairness, integrity, trust, responsibility, and creativity are
integral concepts of the quality initiative. The County’s organizational values center on
customer focus, ethical behavior, teamwork, leadership, continuous improvement, open
communications, employee involvement, progressive thinking, and data driven
decisions. Adherence to these values is expected of all employees of the County, and
the County, therefore, expects that all vendors will strive for and continuously improve
their customer service.
The County’s definition of quality improvement: Quality Improvement is the employee,
customer, and team oriented approach to work, problem solving, and decision making
that depends upon individual employee commitment to improving work processes
through the analysis and utilization of data.
Chesterfield County’s Quality System Mission Statement: Providing a first choice
community through excellence in public service. To achieve excellence, all employees
of the County will participate in the continuous evaluation and quality improvement of
our services in order to meet or exceed customer expectations.
V.
References
If requested, the offeror shall provide references which substantiate past work performance and
experience in the type of work required for the contract. The County may contact all references
furnished by offerors. The right is further reserved by the County to contact references other
than, and/or in addition to, those furnished by the offeror.
W.
Sensitive Information Handling
Any information in the possession of the County/Schools which is specific to an employee,
student, citizen, County/School business function, private business entity or other government
entity which is not generally available to the public shall be designated Sensitive Information.
Contract workers will under no circumstances remove Sensitive Information from
County/Schools facilities. Any Sensitive Information which must reside temporarily on a hard
drive or portable storage device (USB Key, CD ROM, memory card, etc.) for processing must
remain within the County/Schools facility. No Sensitive Information may be remotely accessed
by contract workers by dial in, VPN, web interface or other means without expressed consent of
the department head and the Information Security Manager (County) or Director of Technology
(Schools). Any access to County/Schools information by contract workers from outside the
County/Schools intranet shall be in accordance with existing Information Systems Technology
(IST)/Chesterfield County Public Schools (CCPS) Technology department security policies and
procedures. Contract worker network connected computer equipment will be subject to all
applicable IST/CCPS policies and procedures. Any exception to this application of policies shall
be approved by the CCPS Department of Technology/County Information Security Manager and
Chief Information Officer or designees.
X.
Taxes
Chesterfield County is exempt from payment of Federal Excise Tax and State and Local Sales
and Use Tax on all tangible personal property purchased or leased by Chesterfield County for
its use or consumption. Tax exemption certification will be furnished upon request. Sales tax,
however, is paid by Chesterfield County on materials and supplies that are installed by a
47
contractor and become a part of real property. Contractors are not exempt from paying taxes
on these materials and supplies, as they are considered to be a cost of doing business and
should be considered in pricing when preparing a proposal.
Y.
Termination
It shall be the sole right of the County to terminate the contract upon written notification to the
Contractor.
Z.
Termination for Breach or Non-Performance
If the Contractor fails to perform the work promptly and diligently, or if the Contractor breaches
the Contract in any other way, the County may:
1. after providing the Contractor with 15 days written notice, supply any workmen,
equipment or materials necessary to ensure that the work is performed promptly and
diligently. The County may deduct the cost of supplying additional workmen,
equipment or materials from payments due to the Contractor;
2. terminate the contract, enter upon the premises, take possession of all equipment,
materials or appurtenances, and employ any person or persons to finish the work.
If the contract is terminated by the County, the Contractor shall not be entitled to receive
any further payment from the County until completion of the work has occurred. After
completion of the work, the County shall pay to the Contractor the amount of the unpaid
balance due to the Contractor at the time the contract was terminated minus the cost
incurred by the County to complete the work. If the cost incurred by the County to
complete the work exceeds the unpaid balance due to the Contractor, the Contractor
shall be due no money from the County and, instead, the Contractor shall pay to the
County the difference between the unpaid balance due and the County’s cost to
complete the work.
AA.
Vendor Rewards/Gift Programs
It is the policy of the County not to participate in any rewards programs offered by vendors and
not to accept any gifts or gift cards, or other rewards from vendors for purchases made by the
County. If you customarily provide, or if you plan to provide, rewards programs, gifts or gift
cards, or other rewards to your customers for purchases made by such customers, you must
identify this fact in your proposal and demonstrate in the proposal how you have applied the
value of such rewards to a reduction in the price of the goods and/or services being offered to
the County.
BB.
Waiver of One Breach Not Waiver of Others
No waiver by the County or its agents or employees of any breach of this contract by the
Contractor shall be construed as a waiver of any other or subsequent breach of the contract by
the Contractor. All remedies provided by this contract are cumulative, and in addition to each
and every other remedy under the law.
CC.
Date of Commencement
The date of commencement shall be established in a written Notice to Proceed issued by the
County.
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DD.
Protection of County Data
The Contractor shall maintain efficient and effective processes in place to approve access
requests to systems containing County data, shall promptly remove access upon relevant
personnel actions (hire, termination, transfer, contract ending, etc.), and shall monitor access
accounts for dormant or inactive accounts. The Contractor shall utilize encryption technologies
to ensure County data in any form cannot be compromised in any way if the data was sniffed,
hi-jacked, lost, stolen, or otherwise compromised.
The Contractor shall utilize secure mailing services for sensitive media such as certified
courier systems, WINZip or PGP Password Protected files, Secure FTP or other such
industry secure transmission methods.
The Contractor shall ensure that any media identified for disposal shall have all County
data erased, whether by degaussing activities, file re-write, physical destruction of the
media (shattering), or other such information technology industry approved disposal
methods.
The Contractor shall notify the County of an incident immediately as soon as it is known
that County data potentially has been exposed or compromised.
EE.
Contractor’s Authorization To Transact Business
In accordance with §2.2-4311.2 of the Code of Virginia, any offeror 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 offeror organized or authorized
to transact business in the Commonwealth of Virginia pursuant to Title 13.1 or Title 50 of the
Code of Virginia shall include in its proposal the identification number issued to it by the State
Corporation Commission. Any offeror that is not required to be authorized to transact business
in the Commonwealth as a foreign business entity under Title 13.1 or Title 50 of the Code of
Virginia, or as otherwise required by law, shall include in its proposal statement describing why
the offeror is not required to be so authorized. This information shall be provided on the
attached form titled “Virginia State Corporation Commission (SCC) Registration Information”.
Failure to provide the required information may result in the rejection of the proposal. The
Contractor shall not allow its existence to lapse or its certificate of authority or registration to
transact business in the Commonwealth of Virginia, if so required under Title 13.1 or Title 50 of
the Code of Virginia, to be revoked or cancelled at any time during the term of the contract. The
County may void any contract with a Contractor if the Contractor fails to remain in compliance
with the provisions of this section. SEE ATTACHMENT D.
FF.
Documents
All documents furnished, collected or created by the Contractor pursuant to the resulting
contract shall be the property of the County.
GG.
Confidential Matters
All documents and information created or obtained by Contractor or its subcontractors
pursuant to the contract, including but not limited to reports, recommendations,
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statements, referrals, resumes, drawings and photographs, shall be treated by
Contractor and its subcontractors as strictly confidential. Contractor agrees not to
communicate or disclose, and agrees to prevent its subcontractors from communicating
or disclosing, the aforesaid documents and information to a third party or use them in
advertising, publicity or propaganda or in other projects, unless express written consent
is obtained from the County. Contractor may identify the County as a client but only if
permitted in writing by the County for each such disclosure.
HH.
Conflicts of Interest
During the term of the contract, Contractor will not, without the consent of the County,
undertake any project that will prevent it from completing its duties required for this
contract in a professional manner and in accordance with the contract. Contractor shall
give written notice to the County with respect to any such projects. Such notice shall
set forth in reasonable detail the services Contractor would undertake to perform in
connection with such project. The County agrees to grant or deny its consent to
Contractor acceptance of the project described in the notice within 10 days after the
notice is given; the County shall be deemed to have granted its consent if no action is
taken by the County within said 10-day period.
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ATTACHMENT E
HANOVER COUNTY, VIRGINIA
GENERAL TERMS AND CONDITIONS
A.
ACCEPTANCE OF MATERIAL: The goods/services delivered under this solicitation
shall remain the property of the seller until a physical inspection or actual usage of the
goods/services is made and thereafter accepted to the satisfaction of the County. The
goods/services must comply with the specifications and terms and conditions of the
Request and be of the highest quality. In the event the goods/services supplied to the
County are found to be defective or not to conform to specifications, the County reserves
the right to cancel the order upon written notice to the seller and return products to seller
at the seller's expense.
B.
AUDIT:
1.
The Contractor shall maintain books, records and documents of all costs and data
in support of the services provided under the resultant contract for a period of not
less than five years after the effective date of final payment or contract
termination. During this five year term, the County, or its authorized
representative, shall have unlimited access to, and the right to audit, the books,
records and documents of the Contractor during the Contractor’s normal working
hours. There shall be no fees or costs charged to the County by the Contractor for
any such audit activities.
2.
The Contractor shall include the audit provisions of this section in all subcontracts
and contracts of any entity providing goods or services pursuant to this Contract
so as to guarantee the County’s rights to audit any person or entity performing
work pursuant to the Contract, all at no additional cost to the County. Should the
Contractor fail to ensure the County’s rights under this section, the Contractor
shall be liable to the County for all reasonable costs and expenses the County may
incur to obtain an audit or inspection of the records which would have otherwise
been available under the provisions of this section.
C.
COMPLIANCE WITH ALL REQUIREMENTS: The Contractor shall comply with
all applicable Federal, State and Local laws, codes and regulations. The Contractor shall
give notice and comply with all laws, ordinances, rules, regulations, and lawful orders of
any public authority having jurisdiction over the performance of the work. The
Contractor does not, and shall not during the performance of the contract for goods and
services in the Commonwealth knowingly employ an unauthorized alien as defined in the
Federal Immigration Reform and Control Act of 1986.
D.
CONTRACTOR REGISTRATION/COUNTY LICENSURE: If required in order to
perform the work in this Request, the Bidder certifies that the Bidder has the appropriate
License or Certificate and classification(s) required to perform the work included in the
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scope of the bid documents, prior to submitting the bid, in accordance with Title 54.1,
Chapter 11 of the Code of Virginia and in accordance with the laws, rules and regulations
of the Commonwealth of Virginia, Department for Professional and Occupational
Regulation, Virginia Board for Contractors in granting the License or Certificate and
classifications. If required for the work called for in the Request, the Contractor shall
also obtain a License from the Hanover County Commissioner of Revenue Office.
E.
CONTRACTUAL CLAIMS: Contractual claims, whether for money or other relief,
shall be submitted in writing no later than 60 days after final payment; however, written
notice of the Contractor's intention to file such claim shall have been given at the time of
the occurrence or beginning of the work upon which the claim is based. Any notice or
claim shall be delivered to the County Administrator, Hanover County Government
Building, 7516 County Complex Road, Hanover, Virginia 23069 and shall include a
description of the factual basis for the claim and a statement of the amounts claimed or
other relief requested. The County Administrator shall render a decision on the claim and
shall notify the Contractor within 30 days of receipt of the claim. The Contractor may
appeal the decision of the County Administrator to the Board of Supervisors by providing
written notice to the County Administrator, within 15 days of the date of the decision.
The Board of Supervisors shall render a decision on the claim within 60 days of the date
of receipt of the appeal notice and such decision shall be final unless the Contractor
appeals the decision in accordance with the Virginia Public Procurement Act and any
other applicable requirements. Invoices for all services or goods provided by the
Contractor shall be delivered to the County no later than 30 days following the
conclusion of the work or delivery of the goods.
F.
COPYRIGHTS OR PATENT RIGHTS: By submitting a bid, the Bidder certifies that
there has been no violation of copyrights or patent rights in manufacturing, producing, or
selling the commodities or services to be ordered as a result of the Request. The
successful bidder shall, at his own expense, defend any and all actions or suits charging
such infringement, and will save the County, its officers, employees, and agents harmless
from any and all liability, loss, or expense occasioned by any such violation.
G.
DELIVERY: Time is of the essence for any orders placed as a result of this Request.
The County reserves the right to cancel such orders, or any part thereof, without
obligation if delivery is not made at the time(s) specified in the Request. All items shall
be delivered F.O.B. destination, and delivery included in the bid price. Failure to do so
may be cause for rejection of bid. The Bidder shall assume all liability and responsibility
for the delivery of merchandise in good condition to the specified delivery location(s).
H.
DRUG FREE WORKPLACE: (Code of Virginia 2.2-4312) This provision only applies
to contracts valued in excess of $10,000.
1.
During the performance of this contract, the contractor agrees to (i) provide a
drug-free workplace for the contractor's employees; (ii) post in conspicuous
places, available to employees and applicants for employment, a statement
notifying employees that the unlawful manufacture, sale, distribution,
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dispensation, possession, or use of a controlled substance or marijuana is
prohibited in the contractor'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.
2.
I.
EMPLOYMENT DISCRIMINATION: (Code of Virginia 2.2-4311) This provision
only applies to contracts valued in excess of $10,000.
1.
2.
J.
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
contractor in accordance with this chapter, the employees of whom 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.
During the performance of this contract, the contractor agrees as follows:
a.
The contractor will not discriminate against any employee or applicant for
employment because of race, religion, color, sex, national origin, age,
disability, or 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 contractor 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 the requirements of this section.
The contractor will include the provisions of the three subparagraphs immediately
preceding in every subcontract or purchase order of over $10,000, so that the
provisions will be binding upon each subcontractor or vendor.
ETHICS IN PUBLIC CONTRACTING: The provisions contained in Virginia Code
Sections 2.2-4367 through 2.2-4377, the Virginia Public Procurement Act, shall be
applicable to all contracts solicited or entered into by this County. A copy of these
provisions may be obtained from the Purchasing Director upon request. The provisions of
this article supplement, but do not supersede, other provisions of law including, but not
53
limited to, the State and Local Government Conflict of Interests Act (Title 2.2, Chapter 31
of the Virginia Code), the Virginia Governmental Frauds Act (Title 18.2, Chapter 12,
Article 1.1 of the Virginia Code) and prohibitions against bribery and related offenses (Title
18.2, Chapter 10, Articles 2 and 3 of the Virginia Code). The provisions apply
notwithstanding the fact that the conduct described may not constitute a violation of the
Virginia Conflict of Interests Act.
K.
EXAMINATION OF BID DOCUMENTS: Bidders shall thoroughly examine the bid
documents. The Bidders failure or omission to examine any document shall not relieve
the Bidder from any obligations with respect to its bid or to the resultant contract. The
submission of a bid shall be taken as prima facie evidence of compliance with this
section. If a Bidder knows, or should have known, that an ambiguity, discrepancy, error,
omission or conflicting statement exists in the Bid Documents, the Bidder has an
obligation to seek clarification, interpretation or instructions from the Director of
Purchasing prior to submitting a bid. Any and all such clarifications, interpretations or
supplemental instructions will be in the form of written addendum to the Request which,
if issued, will be sent to prospective Bidders prior to the date fixed for the opening of
bids. The County will not be responsible for any clarifications, interpretations or
instructions except those made by written addendum. Should the Bidder fail to seek such
a clarification prior to submission of a bid, the Bidder thereby waives, and agrees to
indemnify and hold the County harmless from any claim, suit or cause of action arising
out of or related to such ambiguity, discrepancy, error, omission or conflicting statement
which the Bidder knew or should have known existed at the time the bid was submitted.
L.
FINANCIAL STATEMENTS
1.
Any entity responding to this solicitation, and the vendor or contractor chosen as a
result of this solicitation, by submission of a response to this solicitation, agrees to
provide the County, within 10 calendar days of the County’s request, a copy of its
most recent audited financial statement(s), and those of any of its parent
companies and/or subsidiaries having material influence on the goods/services
provided, or to be provided, under the resultant contract with the County. The
financial statement(s) shall be accompanied by a letter signed by, as applicable to
the type of business, a corporate officer, partner, or owner, stating that the
accompanying financial statement(s) is complete and is the most recent audited
financial statement(s) available. The financial statement(s) shall be provided at no
charge to the County, and the County shall be under no obligation to return the
financial statement(s).
2.
The vendor or contractor chosen as a result of this solicitation shall require this
same provision to be included in the contracts of all subcontractors and any other
entities providing any services related to the County contract, so as to guarantee
the County’s rights to obtain financial statements. Should the vendor or
contractor fail to ensure the County’s rights under this section, the vendor or
contractor shall be liable to the County for all reasonable costs and expenses the
County may incur in obtaining financial statements which would have otherwise
been available under the provisions of this section.
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M.
GUARANTEES & WARRANTIES: The Contractor shall warranty his workmanship
for a period of 90 days after completion of work and, either independently or through the
manufacturer, shall warranty all materials supplied by the Contractor for a period of 1
year or the manufacturer's standard warranty period, whichever is longer. The warranty
shall include all parts, labor, premise visits, mileage and all other expenses necessary to
maintain the work for the warranty period. If seasonal limitations prevent performance of
any required testing of the product, the warranty period for such equipment shall begin
after the tests have been successfully performed.
N.
INDEMNIFICATION: To the fullest extent permitted by law, the Contractor, for itself,
heirs, representatives, successors and assigns
agrees to save, defend, keep
harmless and indemnify the County, and all of its officials, agents and employees
(collectively, the "County") from and against any and all claims, loss, damage, injury,
costs (including court costs and attorney's fees), charges, liability or exposure, however
caused, resulting from, arising out of or in any way connected with the Contractor's
performance (or nonperformance) of the agreement terms or its obligations under this
agreement.
O.
INDEPENDENT CONTRACTOR: The Contractor is an independent contractor and
nothing contained in the CONTRACT shall constitute or designate the Contractor or any
of its agents or employees as employees of the COUNTY.
P.
LEGAL PROCEEDINGS: Any legal proceedings arising out of or related to this
Invitation shall be filed by the parties in the Hanover County General District Court or
the Hanover County Circuit Court.
Q.
NOTIFICATION: Any notice required by the Contract shall be effective if given by
registered mail, return receipt requested, to the Contractor in the name and at the address
given in its proposal submission; provided that change of address shall be effective if
given in accordance with this paragraph. Unless otherwise specified, any notice to the
County shall be given to the County of Hanover, Deputy County Administrator, P. O.
Box 470, Hanover, VA 23069-0470. The Contractor agrees to notify the County
immediately of any change of legal status or of address. Any notice provided in
accordance with this paragraph shall be deemed to have been completed five calendar
days after the date of mailing.
R.
PAYMENT TERMS: A minimum of 30 days after receipt of an approved invoice by the
County shall be allowed for payment. Discounts for prompt payment will not be
considered in the evaluation of bids. However, any offered discount will become part of
the award and will be taken if payment is made within the discount period offered in the
bid. In connection with any discount offered for prompt payment, time shall be
computed from the date of the invoice. For the purpose of earning the discount, payment
shall be considered to have been made on the date that appears on the payment check or
the date on which an electronic funds transfer for the payment was made.
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S.
PRICING AND QUANTITIES: By submitting a bid, the Bidder warrants that the
prices bid will be firm for acceptance for a period of 90 days from the date of the bid
opening unless otherwise stated by the County. Unless otherwise specified by the
County, only firm pricing shall be given consideration. General terms such as "price in
effect at time of delivery" shall not be considered for award. Prices should be stated in
the units of quantity specified in the BID FORM. In the case of an error in extension of
prices in the bid, the unit prices shall govern. When a bid is sought seeking a source of
supply for a requirements contract for goods or services, the quantities or usage shown
are estimates only. No guarantee is given or implied by the County as to the total amount
that may or may not be purchased from any resulting contract. These quantities are for
bidders information only but may be used for bid evaluation.
T.
REJECTION AND AWARD OF BIDS: The County reserves the right to accept or
reject any or all bids or parts of bids, to waive informalities and to request rebids. Bids
having exceptions to the specifications and/or terms and conditions included in the
request may be considered, but preference may be given to bids with no exceptions taken.
Modifications of or additions to any portion of a Request which affects quality, quantity,
price or delivery, shall be cause to reject the Request as non-responsive. Modifications
which do not affect quality, quantity, price or delivery will be dealt with by the County
on a case by case basis and the County, in its sole discretion, may reject such bids as nonresponsive, waive the modifications as an informality or require the bidder to withdraw
the non-responsive language as a condition of being a responsive bidder.
U.
SAMPLES: Evidence in the form of samples may be requested if the brand bid is other
than that specified. When requested, samples must be furnished free of cost to the
County, within seven days of written request, and will, if not used or destroyed in testing
and upon request, be returned at the Bidders expense within 30 days of bid award.
V.
SIGNED BID CONSIDERED AN OFFER: A signed bid shall be considered an offer
on the part of the Bidder and shall be deemed accepted upon award by the County, unless
withdrawn under the provisions herein. Should any Bidder receiving an award default or
fail to deliver the products or services ordered by the time specified, the County may
terminate the purchase order and/or contract, and after oral or written notice to the
Bidder, may procure the products and/or services from other sources and hold the
defaulting Bidder liable for any resulting additional cost.
W.
SUBCONTRACTOR PAYMENTS:
In accordance with Virginia Code Section 2.2-4354 the Contractor agrees that:
1.
Should any subcontractor be employed by the Contractor for the provision of any
goods or services under the resultant Contract, the Contractor agrees to the
following:
a.
The Contractor shall, within seven days after receipt of any payments from
the County pursuant to the resultant Contract, either:
56
X.
i.
Pay the subcontractor for the proportionate share of the total
payment received from the County attributable to the goods or
services provided by the subcontractor; or
ii.
Notify the County and the subcontractor, in writing, of the
intention to withhold all or a part of the subcontractor's payment
with the reason for nonpayment. Written notice shall be given
to: Hanover County Administrator, P.O. Box 470, Hanover,
Virginia 23069-0470.
b.
The Contractor shall pay interest to the subcontractor, at the rate of one
percent per month on all amounts owed to the subcontractor that remain
unpaid after seven days following receipt of payment from the County for
goods or services provided under the resultant Contract, except for
amounts withheld under the subparagraph immediately preceding this
subparagraph.
c.
The Contractor shall include in each of its subcontracts a provision
requiring each subcontractor to include or otherwise be subject to the same
payment and interest requirements with respect to each lower-tier
subcontractor.
d.
The Contractor's obligation to pay an interest charge to a subcontractor
shall not be an obligation of the County.
e.
No contract modification shall be allowed for the purpose of providing
reimbursement for these interest charges. No cost reimbursement claim
shall include any amount for reimbursement of these interest charges.
f.
If awarded a contract pursuant to this Request, the Contractor shall
provide the County (i) its social security number if an individual, or (ii) its
federal employer identification number if a proprietorship, partnership or
corporation.
SUBSTITUTION OF MATERIALS OR SERVICES: In the specifications, where any
item of equipment or material is specified by proprietary name, trade name, and/or name
of one or more manufacturers, with the addition of such expressions as "no substitutes," it
is to be understood that those items are so specified for reasons of standardization in
maintenance and operation, or for reasons of obtaining desirable features best suited to
the requirements of the County and no other brand shall be considered. In the
specifications, where any item of equipment or material is specified by proprietary name,
trade name, and/or name of one or more manufacturers, without the addition of such
expressions as "no substitutes," it is understood that equal-quality equipment or products
of either a manufacturer named or of a manufacturer not named, which meet the
requirements of the Specifications, is intended, subject to the approval of the County as to
the equality thereof, and it is distinctly understood: (1) that the County is to use its own
57
judgment in determining whether or not any item of equipment or material proposed is
equal in quality to that specified; (2) that the decision of the County on all such questions
of equality shall be final; and (3) that, in the event of any adverse decision by the County,
no claim of any sort shall be made or allowed against the County. If bidding a brand other
than that specified, it is the bidders responsibility to substantiate that the goods and/or
services meet the specifications. To ensure that sufficient information is available, the
Bidder shall furnish (and should submit as part of his bid) descriptive material (e.g.,
catalog cuts, drawings, specifications, etc.) necessary to substantiate that the products or
services offered meet the requirements of the bid.
Y.
TAXES: The County is exempt from Federal Excise and State Sales and Use Tax on all
tangible personal property purchased or leased by it for its use or consumption. The
Contractor shall pay all County, City, State and Federal taxes required by law enacted at
the time bids are received and resulting from the work or traceable thereto, under
whatever name levied. Said taxes shall not be in addition to the contract price between
the County and the Contractor, as the taxes shall be an obligation of the Contractor and
not of the County, and the County shall be held harmless for same by the Contractor.
Exemption certification will be supplied upon request.
Z.
USE OF INFORMATION AND DOCUMENTS: The County and its officials,
employees and agents will copy and use the response of the Bidder and documents
included with the response, for various purposes related to analysis, evaluation, and
decision to award a contract. Following award the County may be required to allow
inspection and copying of documents, and may also use the Bidders documents in
connection with any resulting contracts with that Bidder. The Bidder is responsible for
obtaining any necessary authorizations for all such use of the documents and information,
and for assuring that such copying and use is in conformance with laws related to
trademarks and copyrights. Any documents or information for which the Bidder has not
obtained such authorization, or for which such copying and use is not authorized, shall
not be submitted. The undersigned Bidder agrees to indemnify, defend and hold the
County, its officials, employees and agents harmless from any claims of any nature,
including claims arising from trademark or copyright laws, related to use of information
and documents submitted with the Bidders response.
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ATTACHMENT E
The City of Richmond encourages MBE/ESB participation on all City of
Richmond contracts. The City is highly recommending that the prime
contractor/vendor voluntarily have MBE/ESB participation. Voluntarily
committing to MBE/ESB participation allows the prime contractor/vendor to
use this commitment as past good faith efforts for credit on future projects
that have MBE participation with the City. When presenting MBE/ESB
participation, use the forms created by the Office of Minority Business
Development (OMBD) (MBE-1, MBE-2 and Good Faith Effort) in order to
properly document your participation efforts.
CITY OF RICHMOND, VIRGINIA
GENERAL TERMS AND CONDITIONS
1.0
Duration of Contract.
1.1
Commencement and Expiration. This Contract shall commence on the
Commencement Date set forth in the Goods and Services Contract and shall expire one
(1) year later, unless terminated earlier in accordance with the provisions of this
Contract.
1.2
Extension of Contract. The City reserves the right to extend the Contract for any reason
for a period or periods up to but not to exceed 12 months. This extension clause may be
exercised when the City determines that an extension of the Contract is advantageous to
the City. Any extension beyond 12 months will be subject to the City’s renewal clause
as set forth in this Contract. This provision in no way affects or alters the City’s ability
to renew the Contract consistent with the renewal option clause. If it is then decided to
renew the resulting Contract, the renewal date will commence on the day following the
last day of the contract extension.
1.3
Renewal. The City may, at its sole option, renew this Contract for up to (1) one-year
renewal terms by furnishing the Contractor with written notice of its decision to renew at
least 60 calendar days before the expiration of the then-current term.
2.0
Contractor Responsibilities.
2.1
Independent Contractor. The Contractor shall provide the services required under this
Contract as an independent contractor.
2.2
Advertising. The Contractor shall not use any indication of its services to the City for
commercial or advertising purposes. However, the Contractor may list the City as a
reference account for prospective customers.
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2.3
Anti-Kickback Provision. The Contractor warrants that it has not employed or
retained any company or person other than a bona fide employee working solely for the
Contractor to solicit or secure this Contract and that it has not paid or agreed to pay any
company or person other than a bona fide employee working solely for the Contractor
any fee, commission, percentage, brokerage fee, gifts or other consideration contingent
upon or resulting from the award or making of this Contract. For breach or violation of
this warranty, the City shall have the right to annul or void this Contract without
liability or, in its sole discretion, to deduct from the contract price or consideration, or
otherwise recover the full amount of such fee, commission, percentage, brokerage fee,
gift or contingent fee.
2.4
Century Compliance. The Contractor warrants that the hardware, software and
firmware products, provided for the City’s use or used by the Contractor to provide
any service or commodity that is the subject of this Contract, individually and in
combination, shall successfully process, store and perform calculations with dates
regardless of the century in which the dates occur.
2.5
Compliance with Laws. The Contractor shall comply with the provisions of any
statutes, ordinances, rules, regulations, or other laws enacted or otherwise made
effective by any local, state, or federal governmental entity which may be applicable to
the performance of this Contract and shall obtain all necessary licenses and permits
thereunder.
2.6
Contractor Misrepresentation.
2.6.1
In General. If the Contractor knowingly makes a material misrepresentation in
submitting information to the City, such misrepresentation will be sufficient grounds
for rescinding the award of this Contract.
2.6.2
MBE/ESB Participation. By issuing the Request for Proposals, the City intends that
MBE / ESB participation proposed as part of any proposal in response hereto be
binding on the Contractor. Consequently, if the Contractor falsely representing
proposed MBE/ESB participation, or failing to comply with proposed participation,
may be in breach of contract. Upon determination of a breach, the City shall have all
available remedies for breach of contract, which may include, but is not limited to, one
or more of the following: (i) forfeiture, (ii) investigation, and (iii) debarment.
2.7
Drug-Free Workplace.
2.7.1
Policy. City Council Resolution No. 2000-R197-191 prohibits the City from
contracting with any contractor that fails to comply with this policy. The Contractor
certifies that it has taken and will continue to take appropriate and effective action to
(i) educate its employees about the dangers of drug abuse in the workplace, (ii)
provide its employees with effective drug counseling, rehabilitation and employee
assistance programs, any or all, (iii) discipline employees who violate the requirement
of a drug-free workplace, and (iv) minimize, to the greatest extent possible, the risks
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of drugs entering the workplace. The Contractor is also prohibited from contracting
with any other party that fails to comply with this policy. Failure by the Contractor or
its subcontractor to comply with the provisions outlined above will be cause for
termination of the Contract.
2.7.2
Contractor’s Plan. The Contractor shall implement and maintain a Drug-Free
Workplace Plan specific to the services and work covered by this Contract that is
implemented and effectively used throughout the duration of this Contract to
accomplish the requirements of section 2.7.1 (“Policy”) above.
2.8
Human Rights.
2.8.1
Civil Rights Act Compliance. During the performance of this Contract, the
Contractor agrees, pursuant to Resolution No. 74-R8-11 adopted February 25, 1974
by the Council of the City of Richmond, to comply fully with Titles VI and VII of the
Civil Rights Act of 1964, as amended, and all regulations promulgated thereunder.
The essence of this requirement is found in the United States Code Annotated, Title 42,
Section 2000e-2, which states in part:
“a.
It shall be an unlawful employment practice for an employer:
(1)
to fail or refuse to hire or to discharge any individual, or
otherwise to discriminate against any individual with respect to
his compensation, terms, conditions, or privileges of
employment, because of such individual’s race, color, religion,
sex, or national origin; or
(2)
to limit, segregate, or classify his employees or applicants for
employment in any way which would deprive or tend to
deprive any individual of employment opportunities or
otherwise adversely affect his status as an employee, because
of such individual’s race, color, religion, sex or national
origin.”
By entering into this Contract, the Contractor certifies that it has complied with Titles
VI and VII of the Civil Rights Act of 1964, as amended.
2.8.2
Richmond City Code Compliance. Pursuant to section 74-74 of the Code of the City
of Richmond (2004), as amended:
(a)
During the performance of this Contract, the Contractor agrees as follows:
(1)
The Contractor shall not discriminate against any employee or
applicant for employment because of race, religion, color, sex, national
origin, age, disability, or other basis prohibited by state law relating to
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discrimination in employment, except where there is a bona fide
occupational qualification reasonably necessary to the normal
operation of the Contractor. The Contractor agrees to post in
conspicuous places, available to employees and applicants for
employment, notices setting forth the provisions of this
nondiscrimination clause.
(b)
(2)
The Contractor, in all solicitations or advertisements for employees
placed by or on behalf of the Contractor, shall state that such
Contractor is an equal opportunity employer.
(3)
Notices, advertisements and solicitations placed in accordance with
federal law, rule or regulation shall be deemed sufficient for the
purpose of meeting the requirements of this section.
During the performance of this Contract, the Contractor shall include the
provisions of subsection (1) of the section in every subcontract or purchase
order of over $10,000.00, so that the provisions will be binding upon each
subcontractor or vendor.
2.9
Intellectual Property. The Contractor represents and warrants that all goods and
services that it will furnish under this Contract do not and will not infringe on any
valid copyright, patent, service mark or trademark. The Contractor shall pay all
royalties and license fees which may be due on the inclusion of any patented or
copyrighted materials, methods or systems selected by the Contractor or used by the
Contractor in the performance of its services. The Contractor shall defend, hold
harmless and indemnify the City from all suits or claims for infringement of any
patent rights or copyrights arising out of such selection.
2.10
Personnel. The personnel designated in the management summary for key positions
shall not be changed except with the permission of the City. The City will only approve
such change when, in its opinion, the substitute personnel have equal or greater
qualifications and experience than those they replace.
2.11
Property of Work.
2.11.1
Work Product. Any material, report or product, whether in electronic or paper form,
that results from the execution of this Contract shall be the sole property of the City.
The Contractor shall not copyright any material or reports. Upon request, the
Contractor shall turn over all work papers and related documents to the City.
2.11.2
City Property. Any data or material with which the City furnishes the Contractor
shall remain the property of the City. When it no longer needs such data or material for
its performance of this Contract, the Contractor shall return such data or material to the
City or destroy such data or material using a method approved by the City.
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3.0
Payment.
3.1
Basis. The City shall pay the Contractor for all goods delivered and services
performed under this Contract in accordance with the pricing provisions set forth in
the Statement of Needs and the Contractor’s final proposal.
3.2
Schedule. The Contractor shall invoice the City on a schedule in accordance with the
pricing provisions set forth in the Statement of Needs and the Contractor’s final
proposal.
3.3
Terms. The City shall pay the Contractor as follows: Net 30 days.
3.4
Subject-to-Appropriations. All payments and other performance by the City under
this Contract are subject to annual appropriations by the City Council; consequently,
this Contract shall bind the City only to the extent that the City Council appropriates
sufficient funds for the City to perform its obligations hereunder.
3.5
When City Obligated to Pay. The City shall not be obligated to purchase or pay for
any goods or services covered by this Contract unless and until they are ordered and
either delivered or performed, as the case may be.
3.6
Offset Clause. Pursuant to the Richmond City Charter, the City may withhold the
payment of any claim or demand by any person, firm or corporation against the City
until any delinquent indebtedness or other liability due the City from such person,
firm or corporation shall first have been settled and adjusted.
3.7
Taxes. All prices shall be submitted exclusive of direct Federal, State and Local
Taxes. The City shall not be liable for the payment of any taxes levied by any local,
state, or federal governmental entity against the Contractor, and the Contractor shall
pay all such taxes; furthermore, should the City nevertheless pay any such taxes, the
Contractor shall reimburse the City therefor.
3.8
Invoices. The Contractor shall submit invoices in four copies identifying each item
billed as well as both the Price Agreement Release Number and the Price Agreement
Number. All invoices submitted by the Contractor shall set forth each item billed in
sufficient detail to enable the City to ensure that the item was ordered and corresponds
with the contract price for such item.
3.9
MBE/ESB Participation—Reporting Requirement. In cases where the Contractor
uses a minority subcontractor or vendor, it shall indicate the percentage of the
invoiced amount that such minority subcontractor or vendor performed on the MBE-3
form available on the City’s website. The Contractor shall submit this form directly
to the Office of Minority Business Development. The Contractor may contact the
City’s Office of Minority Business Development at (804) 646-3985 for questions or
clarifications on the reporting policy. At the end of its performance of this Contract,
the Contractor shall submit a summary in a format designated by the City of all
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payments made to minority subcontractors or contractors.
3.10
Payment by EDI. Prior to the City’s execution of the Contract, the Contractor shall
execute and furnish the City with an EDI Payment Agreement for Contractors in the
form attached to this solicitation in order to facilitate the City’s payment, at its option,
of any or all amounts due under this Contract through electronic data interchange.
4.0
Indemnification and Insurance.
4.1
Indemnification. The Contractor shall indemnify, defend and hold harmless the City,
its officers, agents and employees from and against any and all losses, liabilities,
claims, damages and expenses (including court costs and reasonable attorneys’ fees)
arising from any material default or breach by the Contractor of its obligations
specified in this Contract, as well as all claims arising from errors, omissions,
negligent acts or intentional acts of the Contractor, its officers, agents and employees.
Further, the Contractor shall assume the entire responsibility and liability for any and
all damages to persons or property caused by or resulting from or arising out of any
act or omission on the part of the Contractor, its subcontractors, its agents or its
employees under or in connection with this Contract. The Contractor shall hold
harmless and indemnify the City and its agents, its volunteers, its servants, its
employees, and its officers from and against any and all claims, losses or expenses,
including but not limited to court costs and attorneys’ fees, which either or both of
them may suffer, pay or incur as the result of claims or suits due to, arising out of or
in connection with any and all such damage, real or alleged. The Contractor shall,
upon written demand by the City, assume and defend at the Contractor’s sole expense
any and all such claims or legal actions.
4.2
Insurance. The Contractor shall provide and maintain throughout the life of this
Contract insurance in the kinds and amounts specified in this section with an insurer
licensed to transact insurance business in the Commonwealth of Virginia. Each
insurance policy, endorsement and certificate of insurance shall be signed by duly
authorized representatives of such insurers and shall be countersigned by duly
authorized local agents of such insurers.
4.2.1
Costs and Premiums. The Contractor shall pay all premiums and other costs of such
insurance. The consideration paid or to be paid to the Contractor for the performance
of the Contract includes the premiums and other costs of such insurance, and the City
shall not be responsible therefor.
4.2.2
Policy Requirements. All insurance contracts and policies shall provide, or be
endorsed to provide, as follows:
(i)
Subrogation against the City shall be waived.
(ii)
The City and its officers, employees, agents and volunteers shall be named as
an additional insured.
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(iii)
Coverage will not be canceled, non-renewed or materially modified in a way
adverse to the City without 45 days’ written notice to the City.
(iv)
The insolvency or bankruptcy of any of the insured shall not release the
insurer from its obligation to satisfy claims otherwise within the coverage of
such policies.
No insurance contract or policy shall be expanded to afford coverage which is greater
than the maximum coverage approved for writing in the Commonwealth of Virginia.
4.2.3
Evidence to Be Furnished.
4.2.3.1
Endorsements. The Contractor shall furnish the City with a copy of the policy
endorsement naming the City and its officers, employees, agents and volunteers as an
additional insured for each policy required under this section 4.2 (“Insurance”). The
Contractor shall furnish the City with copies of such other endorsements as may be
required under this Contract upon request by the City therefor.
4.2.3.2
Certificates of Insurance. The Contractor shall furnish the City with a certificate of
insurance evidencing the above coverage, indicating that the City and its officers,
employees, agents and volunteers are named as additional insured and that the coverage
will not be canceled, non-renewed or materially modified in a way adverse to the City
without 45 days’ written notice to the City. All certificates of insurance shall show the
City’s Contract Number.
4.2.3.3
Contracts and Policies. The Contractor is not required to furnish the City with copies
of insurance contracts or policies required by this section 4.2 (“Insurance”) unless
requested at any time by the City’s Director of Procurement Services.
4.2.4
Schedule of Coverage. The Contractor shall provide and maintain the following
types of insurance in accordance with the requirements of this section 4.2
(“Insurance”):
(i)
Commercial General Liability Insurance with a combined limit of not less than
$1,000,000 per occurrence.
(ii)
Automobile Liability Insurance with a combined limit of not less than
$1,000,000 per occurrence.
(iii)
Statutory Workers’ Compensation and Employers’ Liability Insurance with the
Alternate Employer Endorsement WC 000301.
(iv)
Professional Liability (i.e., Errors and Omissions) Insurance with limits of not
less than $1,000,000 per occurrence.
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5.0
Assignment, Delegation and Subcontracting.
5.1
By City. The City may assign its rights or delegate its duties, in whole or in part,
under this Contract by written notice delivered to the Contractor. Such transfer of
rights or duties shall take effect upon the date specified in the notice or upon the
assumption, if necessary, of the delegated duties by the assignee, whichever is later.
5.2
By Contractor. The Contractor shall not assign its rights or delegate its duties, or
any part thereof, under this Contract without the prior written consent of the City.
Further, the Contractor shall not assign, sublet or transfer its interest or any part
thereof in this Contract by means or as part of any sale, merger, consolidation,
assignment or any other event that would result in new or different ownership,
control, operation or administration of the Contractor’s business affairs without the
prior written consent of the City.
5.3
Subcontracting. This Contract shall not be subcontracted without the prior written
approval of the City’s Director of Procurement Services.
5.4
Cooperative Procurement. Any resultant contract of this solicitation may be extended
to the Richmond Public Schools or any public agency or body in, but not necessarily
limited to, the Central Virginia area to permit those public agencies or bodies to
purchase at contract prices, in accordance with the terms, conditions and
specifications of this bid. The successful vendor shall deal directly with each agency
in regard to order placement, delivery, invoicing and payment.
Remedies and Termination.
6.0
6.1
Default. In case of default of the Contractor or if the Contractor fails to deliver the
supplies or services ordered by the time specified, the City, after due notice in
writing, may procure them from other sources and hold the Contractor responsible for
any excess cost occasioned thereby. This remedy shall be in addition to any other
remedies available to the City.
6.2
Termination with Cause.
6.2.1
Notice. The City may terminate this Contract with cause at any time for the
Contractor’s failure to perform its obligations under this Contract or to otherwise
adhere to the terms and conditions of this Contract by delivery of written notice to the
Contractor of the City’s intent to so terminate. Such notice shall be delivered at least
seven calendar days prior to the date of termination and shall otherwise be given in
accordance with the requirements of this Contract for the delivery of notices.
6.2.2
Cure. If the Contractor cures the failure to perform or otherwise adhere to the terms
and conditions of this Contract to the City’s satisfaction, indicated in writing to the
Contractor, during this seven calendar day period, then the City’s notice of
termination with cause shall be deemed null and void.
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6.2.3
Effect. Upon such termination, the City shall be liable only to the extent of
reimbursable costs submitted by the Contractor and approved by the City up to the time
of termination and upon delivery to the City of all completed or partially completed
work performed by the Contractor. The City shall have full right to use such work in
any manner when and where it may designate without claim on the part of the
Contractor for additional compensation.
6.3
Termination without Cause.
6.3.1
Notice. The City may terminate this Contract without cause by delivery of written
notice to the Contractor of the City’s intent to so terminate. Such notice shall be
delivered at least 90 calendar days prior to the date of termination and shall otherwise
be given in accordance with the requirements of this Contract for the delivery of
notices.
6.3.2
Effect. Upon such termination, the City shall be liable only to the extent of
reimbursable costs submitted by the Contractor and approved by the City up to the time
of termination plus such portion of the fixed fee to which the Contractor may be
entitled under this Contract as a result and upon delivery to the City of completed or
partially completed work. The City shall have full right to use such work in any
manner when and where it may designate without claim on the part of the Contractor
for additional compensation.
6.4
Termination by Contractor.
6.4.1
Notice. The Contractor may terminate this Contract if the City Council does not
appropriate sufficient funds for the City to perform its obligations under this Contract
by delivery of written notice to the City of the Contractor’s intent to so terminate.
Such notice shall be delivered at least 45 calendar days prior to the date of
termination and shall otherwise be given in accordance with the requirements of this
Contract for the delivery of notices.
6.4.2
Cure. If the City cures the non-appropriation of funds by appropriating sufficient
funds during this 45 calendar day period, then the Contractor’s notice of termination
shall be deemed null and void.
6.4.3
Effect. Upon such termination, the Contractor shall have no further obligations under
this Contract.
6.5
Waiver. The waiver by either party of any term or condition of this Contract shall
not be deemed to constitute either a continuing waiver thereof or a waiver of any
further or additional right that such party may hold under this Contract.
7.0
Dispute Resolution.
7.1
Governing Law. All issues and questions concerning the construction, enforcement,
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interpretation and validity of this Contract, or the rights and obligations of the City
and the Contractor in connection with this Contract, shall be governed by, and
construed and interpreted in accordance with, the laws of the Commonwealth of
Virginia, without giving effect to any choice of law or conflict of laws rules or
provisions, whether of the Commonwealth of Virginia or any other jurisdiction, that
would cause the application of the laws of any jurisdiction other than those of the
Commonwealth of Virginia.
7.2
Construction and Interpretation. Each of the parties has had the opportunity to
have its legal counsel review this Contract on its behalf. If an ambiguity or question
of intent arises with respect to any provision of this Contract, this Contract will be
construed as if drafted jointly by the parties. Neither the form of this Contract, nor
any language herein, shall be construed or interpreted in favor of or against either
party hereto as the sole drafter thereof.
7.3
Contractual Claims.
7.3.1
Notice and Submission. The Contractor shall give written notice of its intention to
file a contractual claim at the time of the occurrence or the beginning of the work
upon which the claim is based. In addition to such notice of its intention to file a
claim, the Contractor shall submit all contractual claims, whether for money or other
relief, in writing to the Director of Procurement Services no later than 60 calendar
days after final payment. (See City Code § 74-192(a); see also Va. Code § 2.24363(A).)
7.3.2
Required Contents of Claim Submission. The Contractor’s claim submission shall
(i) set forth the primary, secondary and indirect claim issues in a clear, concise
manner, (ii) identify the specific contract provisions, schedule impact and cost
consequences related to each claim issue, and (iii) include all factual data supporting
the claim as well as all supporting cost and delay data. The Director of Procurement
Services, in the Director’s sole discretion, may return claim submissions lacking any
of the elements enumerated in the preceding sentence for resubmission or review the
claim as though the missing elements are not factually present to support the claim.
Such return of a claim submission shall not toll the 60-day period within which the
Contractor must submit a claim.
7.3.3
Procedures and Time Limit. The procedures set forth in this section 7.3
(“Contractual Claims”) and in City Code § 74-192 shall govern the consideration of
contractual claims. The Director of Procurement Services shall issue a written
decision on a claim no later than 90 calendar days after receipt of such claim in
writing from the Contractor. (See City Code § 74-192(b); see also Va. Code § 2.24363(B).)
7.3.4
No Action before Decision. The Contractor may not invoke administrative
procedures as provided in City Code § 74-193 or institute legal action as provided in
City Code § 74-194 prior to receipt of the decision on the claim, unless the Director
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of Procurement Services fails to render such decision within the 90-day time limit. A
failure of the Director of Procurement Services to render a final decision within the
90-day time limit shall be deemed a final decision by the City denying the claim.
(See City Code § 74-192(c); see also Va. Code § 2.2-4363(D).)
7.3.5
Finality of Decision. The decision of the Director of Procurement Services shall be
final and conclusive unless the Contractor appeals within 30 calendar days of the date
of the final decision on the claim by the Director either as provided in City Code §
74-193 for administrative appeals or, in the alternative, by instituting legal action as
provided in City Code § 74-194. (See City Code § 74-192(d); see also Va. Code §
2.2-4363(E).)
7.3.6
No Cessation of Performance. Nothing in this section 7.3 (“Contractual Claims”)
shall be construed to authorize or permit the Contractor, while pursuing, by any
available procedure, an appeal of a contractual claim or dispute, to cease performance
of the Contract while such claim or dispute is pending. (See City Code § 74-192(e).)
7.4
Alternative Dispute Resolution. The Director of Procurement Services, with the
concurrence of the City Attorney, may agree in writing on behalf of the City to
submit particular disputes arising from this Contract to arbitration and to utilize
mediation and other alternative dispute resolution procedures; however, any such
procedures entered into by the City shall be nonbinding. (See City Code § 74-195;
see also Va. Code § 2.2-4366.)
7.5
Forum and Venue Choice. Any and all disputes, claims and causes of action arising
out of or in connection with this Contract, or any performances made hereunder, shall
be brought, and any judicial proceeding shall take place, only in a federal or state
court located in the city of Richmond, Virginia. The Contractor accepts the personal
jurisdiction of any court in which an action is brought pursuant to this article for
purposes of that action and waives all jurisdiction- and venue-related defenses to the
maintenance of such action.
8.0
Miscellaneous Provisions.
8.1
Audit. The City reserves the right to audit all aspects of this Contract, including but
not necessarily limited to (i) the Contractor’s financial capability and accounting
system, (ii) the basis for progress payments, (iii) the Contractor’s compliance with
applicable laws and (iv) appropriate vendor records. The City further reserves the
right to review, on demand and without notice, all files of the Contractor or any
subcontractor or vendor employed by the Contractor to provide services or
commodities under this Contract where payments by the City are based on records of
time, salaries, materials or actual expenses. In cases where the Contractor maintains
multiple offices, the Contractor shall maintain all records subject to audit under this
provision locally or in a manner deliverable at the Contractor’s expense to a location
in the metropolitan Richmond area.
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8.2
Captions. This Contract includes the captions, headings and titles appearing herein
for convenience only, and such captions, headings and titles shall not affect the
construal, interpretation or meaning of this Contract.
8.3
Force Majeure. If either party is unable to perform its obligations under this
Contract due to acts of God or circumstances beyond its reasonable control, such
obligations shall be suspended as long as those circumstances persist, provided that
the delaying party promptly notifies the other party of the delay and the causes.
Except where the delay is caused by an act or omission of the delaying party, any
costs arising from such delay shall be borne by the party incurring the delay.
8.4
Merger / Entire Agreement. This Contract, including the exhibits incorporated
herein, constitutes both a complete and exclusive statement and the final written
expression of all the terms of this Contract and of the entire understanding between
the Contractor and the City regarding those terms. No prior written agreements or
contemporaneous or prior oral agreements between the Contractor and the City
regarding this Contract’s subject matter shall be of any effect.
8.5
Modification. This Contract shall not be amended, modified, or otherwise changed
except in the form of a City Contract Supplement signed by the authorized
representatives of the Contractor and the City in accordance with the City’s
Purchasing Policies and Procedures.
8.6
No Third-Party Beneficiaries. Notwithstanding any other provision of this
Contract, the City and the Contractor hereby agree that: (i) no individual or entity
shall be considered, deemed or otherwise recognized to be a third-party beneficiary of
this Contract; (ii) the provisions of this Contract are not intended to be for the benefit
of any individual or entity other than the City or the Contractor; (iii) no individual or
entity shall obtain any right to make any claim against the City or the Contractor
under the provisions of this Contract; and (iv) no provision of this Contract shall be
construed or interpreted to confer third-party beneficiary status on any individual or
entity. For purposes of this section, the phrase “individual or entity” means any
individual or entity, including, but not limited to, individuals, contractors,
subcontractors, vendors, sub-vendors, assignees, licensors and sub-licensors,
regardless of whether such individual or entity is named in this Contract.
8.7
Notices.
8.7.1
In General. Any written notice by either party to the Contract shall be sufficiently
given by any one or combination of the following, whichever shall first occur: (i)
delivered by hand to the last known business address of the person to whom the
notice is due, (ii) delivered by hand to the person’s authorized agent, representative or
officer wherever they may be found or (iii) enclosed in a postage prepaid envelope
addressed to such last known business address and delivered to a United States Postal
Service official or mailbox. Notice is effective upon such delivery.
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8.7.2
Address. All notices to the City shall clearly indicate the City’s Contract Number
and shall be directed to:
Director of Procurement Services
Department of Procurement Services
City of Richmond
900 East Broad Street, Room 1104
Richmond, Virginia 23219
All notices to the Contractor shall be directed to the contact person stated at the
address given in the Contractor’s proposal.
END OF TERMS AND CONDITIONS
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Attachment F
The following three (3) documents are from City of Richmond and are in pdf
format and labeled as Attachment F1 through F3
1. Participation Commitment for Request for Proposal (Attachment F1)
2. Good Faith Effort Form (Attachment F2)
3. OMBD Past Good Faith Efforts Form (Attachment F3)
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