|
Note: The term "Participating Community" used in this document refers to the Cities and Towns identified in the associated bid document.
3.1 GENERAL:
A. The terms and
conditions of the contract to be signed upon the award of the bid will supersede any inconsistent provision of the bidding documents.
B. A certified check or bid bond if requested in the Invitation to Bid must accompany your
response in the amount indicated. The certified checks will be returned to all unsuccessful candidates upon the awarding of the contract. If your proposal is not accompanied by a bond or check at the bid opening it will be rejected.
C. The successful firm may be required to furnish a performance bond acceptable to each Participating Community's Counsel, for the amount specified, prior to execution of a contract and/or performance under Purchase Orders.
For 3.1, B & C:
Surety Companies must be listed on the current Federal Register, licensed in the State of Connecticut and have an underwriting limitation exceeding the value of the project with no more than 5% of
capitol in surplus tied to any one risk.
Banks must have a branch office in Connecticut with insurance provided by the FDIC.
D. Any unit furnished as a result of this bid is to be a new and unused model currently in
production. Alternate proposals on recycled products will, however, be considered. Accessories necessary for its proper functioning on delivery, are assumed to be included in the quote though not specifically mentioned. All
assemblies, sub-assemblies and component parts for all units specified are to be standard and interchangeable.
E. The award of any contract is subject to the following conditions and contingencies:
(1). The approval of such governmental agencies as may be required by law.
(2). The appropriation of adequate funds by the proper agencies.
(3). If the bidder is a corporation or other legal business entity, it must have a
current license to do business in the State of Connecticut that is on file with the Connecticut Secretary of State's office, or it must be organized under the laws of the State of Connecticut and current in terms of its required
filings.
3.2 RESERVED:
3.3 OBLIGATIONS OF THE BIDDER:
At the time of the opening of proposals, each candidate will be presumed to be thoroughly familiar the specifications, the various sites, the participating
Communities's requirements, and the objectives for each element of the project item or service. Bidders agree by submission of a proposal here under that no claim will be made for any costs or expenses whatsoever resulting from
conditions or circumstances which the contractor knew or should have known.
3.4 SITE INSPECTION:
Information contained in these documents is provided in good faith only that all candidates may have access to the same
information utilized by the Communities, and is not intended as a substitute for personal investigations, interpretations and judgment of the candidate. As information may be approximated or incomplete, candidates should conduct a
thorough inspection or study of existing conditions/equipment.
3.5 INSURANCE REQUIREMENTS:
A certificate of insurance, acceptable to the Purchasing Agent must be presented to each Community at the time of award and
must name the Community as an additional insured on the face of the document. In addition, please list the name and address of your insurance agent as part of the returned bid proposal. Standard insurance requirements are available
via FAX. Dial 203-854-7897 to access the Purchasing Department's Express Request Line. Request document number 1007. Any reference to the City of Norwalk refers also to all participating Communities. This service is also available
over the Internet at http://www.bid.ci.norwalk.ct.us
NOTE: The Town of Greenwich has it's own documents entitled Insurance
Procedure, Insurance and Certificate of Insurance Form. Please contact Joan Sullivan, Town of Greenwich Purchasing Department, 101 Field Point Rd, Greenwich, CT. 06830, 203-622-7884 regarding these requirements.
All policies
must be written on a "per occurrence" basis. "Claims Made" Policies are not acceptable. The Contractor is responsible for the cost of maintaining such insurance throughout the duration of the project.
3.6 QUALIFICATIONS OF BIDDERS:
All bidders are required to submit the attached Prequalification Form with their proposals. The Communities may make such investigations as deemed necessary to determine the ability of the
candidate to perform the work and the degree to which any candidate meets the criteria for Award listed herein. 3.7 LIQUIDATED DAMAGES: N/A
3.8 RETAINAGE: N/A
3.9 ACCEPTABLE BRANDS: N/A
3.10 HOW TO RESPOND:
Supply the required information on the response form, sign and date. Complete the Prequalification form. Provide six copies of any informational literature. If this request has a "Specification Offered" column
opposite the specifications complete as follows:
In the "specification offered" column write in: (a) "As specified"
(b) "Exceeds specifications" - Identify what exceeds the specification and why.
(c) "Exception to specifications" - Again, identify the substitute and define its effect.
Be sure to return these pages with your pricing sheet(s).
If a prospective bidder needs clarification or interpretation of any items in the General Conditions, and/or Specifications, he/she must request such in writing,
addressed to the Buyer who's name appears on the bid cover, at least one calendar week prior to the bid opening. Responses shall also be in writing, and shall be distributed to any other known bidder. The Participating Communities,
or their agents shall not be responsible for any oral instructions or interpretations given to a bidder.
Return all response forms, bond (if required), and any informational literature (three copies) to Norwalk Communities
Hall, Purchasing Department, 125 East Avenue, P.O.Box 5125, Norwalk, CT. 06856-5125 unless indicated otherwise in the bid documents. Be sure to indicate the request number, name, and opening time on the face of the envelope
otherwise we will not be able to insure the confidentiality of the bid.
Failure to follow these guidelines may be just cause for rejection of the bid.
Bids transmitted by FAX (203-854-7817) or over the Internet are
accepted with the following understandings:
1. The Communities are not responsible for the confidentiality of the information transmitted.
2. The Communities can not guarantee that FAX or computer equipment will be
available to receive transmittals. It is the Bidder's responsibility to ensure that quotations are received complete and on time. It is recommended that you call immediately after transmitting.
3. Bids transmitted by fax or
Internet, which have a bond requirement, are subject to the terms of paragraph 3.1 (c).
3.11 CRITERIA FOR AWARD:
This Request for proposal/bid does not necessarily contemplate an award based solely on price. Rather,
the Communities reserves their right to reject any or all proposals/bids or any portion thereof that it may determine to be in its own best interests, for whatever reason.
3.12 THE RFP PROCESS:
Bids are advertised as
required by law. The Communities may also mail invitations to businesses as deemed appropriate. Placement on a vendor mailing list or a history of having received invitations in the past or having received prior contract awards in
no way obligates the Communities to continue any form of direct notification. At the discretion of the Purchasing Agent the Communities may remove vendors from the mailing list for whatever reason including a poor performance
history or failure to respond to previous invitations. Refer any questions that may arise during the solicitation and award process, in writing, to the Purchasing Agent.
3.13 TIME PROVISIONS:
The content of any
proposal submitted is to remain valid and available to the Communities for ninety (90) days from the day proposals are due (unless otherwise indicated in the specifications).
Unless otherwise indicated the duration of the
Contract will be one (1) year. Further, this contract may be renewed, expanded and extended at the option of the Communities in one (1) year increments for up to four (4) additional periods provided that the funds are available,
approved by the Communities
for this purpose and that the Contractor has established a satisfactory performance record. Revisions in terms to be negotiated on award anniversaries.
Notwithstanding the failure of
Communities to exercise any option to renew this contract for an additional year, the Contract Administrator reserves the right to unilaterally extend this contract on a month to month basis for a period not to exceed three (3)
months under the same terms and conditions applicable to the preceding contract period.
3.14 TERMS AND CONDITIONS
TERMINATION (701): The Communities may at any time, and for any reason,
direct the discontinuance of the services and work contemplated under this
Agreement for a period of time. Such direction shall be in writing and shall
specify the period during which the work shall be discontinued. The work shall
be resumed on the dates specified in such direction, or upon such other date
as the Communities may thereafter specify in writing. The period during
which such work shall have been discontinued shall be deemed added to the
time for performance. In the event that the Communities directs the
discontinuance of the services here under for a period of time in excess of six
(6) months, through no fault of the Contractor, the parties may negotiate and
adjustment in the fees payable here under due to a rise in the cost of
performance. Stoppage of work under this article shall not give rise to any
claim against the Communities.
(702) The Communities may at any time and for any reason, with or without
cause, terminate this Agreement by written notice specifying the termination
date, which shall be not less than seven (7) days from the date such notice is
given. In the event of such termination, services shall be paid for in such
amount as shall compensate the Contractor for the portion of the work
satisfactorily performed prior to termination. Such amount shall be fixed by
the Communities after consultation with the Contractor, and shall be subject
to audit by the Communities's Comptroller. Termination under this section
shall not give rise to any claim against the Communities for damages or for
compensation in addition to that provided here under.
INTENT (703): It is the intent of this Agreement to secure the services of the
Contractor or a duly authorized and competent representative or
representatives of the Contractor acceptable to the Communities. Failure of
the Contractor for any reason to make the service of such a person or persons
available to the Communities to the extent necessary to perform the services
required skillfully and promptly shall be cause for termination of this
agreement. All persons engaged in the work required under this Agreement
shall be authorized or permitted under State law to perform such services, as
required by law.
ASSIGNMENT (704): The Contractor shall not assign or subcontract this
Agreement or any of the services to be performed by it hereunder without
prior consent of the Communities in writing. The Contractor shall be as fully
responsible to the Communities for the acts and omissions of its
subcontractors as it is for the acts and omissions of people directly employed
by it. The Contractor shall require any subcontractor approved by the
Communities to agree in its contract to observe and be bound by all
obligations and conditions of this Agreement to which Contractor is bound.
DEFAULT (705): When the Communities shall have reasonable grounds for
believing that:
A. The Contractor will be unable to perform this contract fully and
satisfactorily within the time fixed for performance; or
B. A meritorious claim exists or will exist against the Contractor or the
Communities arising out of the negligence of the Contractor or the
Contractor's breach of any provision of this Agreement;
then the Communities may withhold payment of any amount otherwise due
and payable to the Contractor hereunder. Any amount so withheld may be
retained by the Communities for such period as it may deem advisable to
protect the Communities against any loss and may, after written notice to the
Contractor, be applied in satisfaction of any claim herein described. This
provision is intended solely for the benefit of the Communities, and no person
shall have any right against the Communities or claim against the
Communities by reason of the Communities's failure or refusal to withhold
monies. No interest shall be payable by the Communities on any amounts
withheld under this provision. This provision is not intended to limit or in any
way prejudice any other right of the Communities.
In the event the Purchasing Agent determines that there has been a material
breach by the Contractor of any of the terms of the Agreement, the
Communities has the right, power and authority to terminate this Agreement
and to complete the work or any part thereof, and the Contractor shall be
obligated to pay the Communities for any losses, damages, costs and
expenses; including attorneys' fees, sustained or incurred thereby. For the
purpose of such completion the Communities may, for itself or for any of its
Contractors, take possession of and use or cause to be used any and all
documents, plans and specifications or other items that may have been used
or drawn up in connection with the performance of this Agreement. This right
is in addition to any other right or remedy the Communities may otherwise
have.
In such event, all costs, expenses, losses, damages, attorneys' fees, and any
and all other charges incurred by the Communities under this Agreement shall
be charged to the Contractor and deducted and/or paid by the Communities
out of any monies due or payable or to become due or payable under this
Agreement to the Contractor if any such cost shall exceed the sum due or to
become due to the Contractor, the Contractor shall pay the excess amount to
the Communities. In computing the amounts chargeable to t he Contractor,
the Communities shall not be held to a basis of the lowest prices for which
the completion of the work or any part thereof might have been
accomplished, but it shall charge to t he Contractor, and the Contractor shall
be liable for all sums actually paid or expenses actually incurred in effecting
prompt completion of the work hereunder. The Communities's rights
described herein are in addition to any other rights and remedies provided by
law.
Termination under this section shall not give rise to any claim against the
Communities for damages or compensation in addition to that provided
hereunder.
INDEMNIFICATION (706): Contractor shall not assert any claim arising out of
any act or omission by any agent, officer or employee of the Communities in
the execution or performance of this Agreement against any such agent,
officer or employee. Such claims may be made against the Communities.
(707) No member of the governing body of the Communities, and no other
officer, employee, or agent of the Communities shall have any personal
interest, direct or indirect, in this Agreement, except as permitted by the
Code of Ethics of the Participating Communities; and the Contractor
covenants that no person having such interest shall be employed in the
performance of this Agreement.
(708) The Contractor expressly agrees to at all times indemnify, defend and
save harmless the Participating Communities and its respective officers,
agents, and employees on account of any and all demands, claims, damages,
losses, litigation, financial costs and expenses, including counsel's fees, and
compensation arising out of personal injuries (including death), any damage to
property, real or personal and any other loss, expense or aggrievement
directly or indirectly arising out of, related to or in connection with the Project
and the work to be performed here under by the Contractor, its employees,
agents, subcontractors, material suppliers, or anyone directly or indirectly
employed by any of them. The Contractor shall and does hereby assume and
agree to pay for the defense of all such claims, demands, suits, proceedings
and litigation. The provisions of this paragraph shall survive the expiration or
early termination of this Agreement and shall not be limited by reason of any
insurance coverage.
APPLICABLE LAW (709): This Agreement shall be construed in accordance
with the laws of the State of Connecticut, and any action at law in connection
herewith shall be brought in Connecticut state courts.
COMPLIANCE WITH LAW (710): The Contractor shall comply with all
applicable laws, regulation, ordinances and codes of the Federal government,
State of Connecticut and the Participating Communities, and shall commit no
trespass on any private property in performing any of the work embraced by
this Agreement.
EQUAL OPPORTUNITY (711): During the performance of this contract, the
Contractor agrees not to discriminate against any employee or applicant for
employment because of race, color, religion, age, sex, sexual orientation,
marital status, mental disability, physical disability or national origin.
ACCEPTANCE (712): This Agreement and its attachments constitute the
entire understanding and agreement of the parties respecting the subject
hereof and supersede any and all agreements, negotiations, commitments and
writings reached by the parties prior to the execution of this Agreement,
whether oral or written. No change or modification of this Agreement shall be
valid unless it is in writing and signed by both parties hereto.
CHANGES (713): The Communities may, from time to time, request changes
in the scope of services to be performed by the Contractor here under. Any
such change, including any increase or decrease in the amount of the
Contractor's compensation , which are mutually agreed upon by and between
the Communities and the Contractor, shall be incorporated in a written
amendment to this Agreement.
CONFLICTING TERMS (714): The terms and conditions of the contract signed
upon award of the bid will supersede any inconsistent provision of the bidding
documents.
REQUIRED PROVISIONS (715): Each and every provision and clause required
by law to be inserted in this Agreement shall be deemed to be inserted herein
and the Agreement shall be read and enforced as though such provisions and
clauses were included herein. If, through mistake or otherwise, any such
provision is not inserted or is not correctly inserted, then, upon the written
consent of the parties, this Agreement shall forthwith be physically amended
to make such insertion.
SUCCESSORS & ASSIGNS (716): The Communities and the Contractor each
binds itself and its successors and assigns with respect to all covenants of
this Agreement. The Contractor shall not assign or transfer any interest in this
Agreement without the prior written approval of the Communities.
INVALID PROVISIONS (717): If any provisions of this Agreement is held
invalid, the balance of the provisions of this Agreement shall not be affected
thereby if the balance of the provisions of the Agreement would then continue
to conform to the requirements of applicable laws.
CONFLICT OF INTEREST (718): The Contractor warrants that it has no
interest in the subject matter of this Agreement and will not acquire any
interest, direct or indirect, that would conflict in any manner or degree with
the performance of the services and duties here under. The Contractor further
warrants that, in the performance of this Agreement, no person having any
such interest shall be employed by it.
The Contractor represents and warrants that it has not employed or retained
any person, other than a bona fide full time salaried employee working solely
for the Contractor to solicit or secure this Agreement, and that it has not paid
or agreed to pay any person (other than payment of fixed salary to a bona fide
full time salaried employee working solely for the Contractor) any fee,
commission, percentage, gift or other consideration, contingent upon or
resulting from the award or making of this Agreement. The Contractor
represents that no person or persons not named in the Contractor's
qualification and proposal, have any financial or personal interest in the
Contractor's performance here under.
For the breach or violation of this provision, without limiting any other rights
or remedies to which the Communities may be entitled or nay civil or criminal
penalty to which any violator may be liable, the Communities shall have the
right, in its discretion, to terminate this Agreement without liability, and to
deduct from the payments to be made pursuant to this Agreement, or
otherwise to recover the full amount of such fee, commission, percentage,
gift or consideration.
NOTIFICATION (719): All notices of any nature referred to in this Agreement
shall be in writing and sent to the Purchasing Agents of the participating
Communities.
3.15 INDEPENDENT CONTRACTOR:
Contractor is an independent contractor and shall not be regarded as an
employee or agent of the Communities.
3.16 INSPECTION:
The Communities shall have the right to inspect Contractor's work at all
reasonable times.
3.17 PATENT INFRINGEMENT:
Contractor shall fully indemnify, save harmless and protect the Communities,
the Communities's agents, and agents and employees of all of them against
any loss, claim, liability, damage or expense resulting directly or indirectly
from patent infringement claims arising out of Contractor's performance.
3.18 PAYMENT:
Payment will be made within thirty (30) days after receipt of acceptable
monthly statements with appropriate supporting documentation. Prior to final
payment, Contractor will be required to complete a close-out form certifying
that all work has been completed and releasing the Communities (and any
other party owning property with respect to which Contractor performed
services here under) from all further obligations and liabilities. Unless
compensation to Contractor is a fixed lump sum, the Communities shall have
the right, during the course of the Contractor's services and for a period of
two years after completion of the services, to examine Contractor's records
to verify all direct charges, expenses and disbursements made or incurred by
Contractor in connection with the services.
3.19 TAXES:
The Communities are exempt from Connecticut Sales Tax under G.S. Sect.
12-412(A), Federal excise taxes, and the provisions of the Federal
Robinson-Patman Act.
3.20 WARRANTIES, GUARANTEES, & INSTRUCTIONS:
Contractor warrants for itself, its subcontractors and its suppliers, that
services performed shall conform to the requirements of the agreement and
shall be accomplished in a workmanlike manner and, unless otherwise
specified, in accordance with generally recognized and adequate practices
and standards. If any services do not conform in all respects or are defective
in any respect, and the Communities notifies Contractor within a reasonable
time after discovery thereof, Contractor, at its sole expense, promptly shall
correct such non-conformity or defect. This obligation of Contractor to correct
non-conforming or defective services shall continue for one year after final
completion of services. All warranties herein shall be assignable to any
customer of the Communities or agent thereof intended to benefit from such
services. These warranties shall survive any termination of this agreement
and any acceptance or payment by the Communities and shall be in addition
to any remedies provided by applicable law.
3.20.5 Year 2000 Compliance: The Contractor represents and warrants that:
A. The Products and/or Services which are the subject of this Bid / Proposal
neither contain nor are affected by time codes, date codes and/or internal
programs that will be impacted by the "Year 2000 Date Change" (as defined
herein). All current time codes, date codes and/or internal programs contained
in or affecting the Products and Services will continue to operate beyond
December 31, 1999 ("Year 2000 Date Change") at least at the same level of
functionality as would otherwise be provided in the absence of a Year 2000
Date Change (hereafter "Year 2000 Compliant").
B. It has made a good faith effort to assure that the vendors and suppliers
upon whom it will depend to provide Products and Services to the City are
Year 2000 Compliant.
3.21 ASSIGNMENT OF ANTITRUST CLAIMS:
The Contractor offers and agrees to assign to the Participating Communities
all of it's right, title and interest in and to any and all causes of action it may
have under Section 4 of the Clayton Act, 15 U.S.C. Section 15, or under
Chapter 624 of the Connecticut General Statutes, arising out of the purchase
of services, goods, property or intangibles of any kind pursuant to a purchase
order, contract agreement, subcontract or other form of public purchase by
the Participating Communities. This assignment shall be made and become
effective upon award or acceptance by the Participating Communities of the
bid, purchase order or contract agreement with the Contractor without
requiring any additional or further act or acknowledgment by the parties.
The Contractor shall include the terms of this assignment to the Participating
Communities in any contract, agreement or purchase document that it may
enter into for services, goods, property or intangibles used for or incorporated
into any work or materials, performed for or provided to the Participating
Communities.
3.22 SMOKING POLICY
No person shall smoke in any municipal or school system facility.
3.23 OTHER TERMS
1. Invoice and bill of lading or other notice containing complete shipping
information must be mailed at time of shipment.
2. The Communities's order number must be shown on all packages, invoices
and correspondence.
3. Acknowledgment of order and advice regarding approximate shipping date
immediately upon receipt of this order.
4. Vendor warrants that the merchandise supplied here under will be of good
workmanship and material, free from defects and in accordance with
specifications and if the intended use thereof has been made known to vendor
that it is adequate for that intended use.
5. Vendor warrants that all goods and services furnished here under will be
designed, constructed and performed so as to comply with the Williams-
Steiger Occupational Safety and Health Act of 1970, as amended from time
to time, and the rules, regulations and standards issued thereunder by any
applicable governmental authority which as of the date of this agreement will
apply to the goods and services furnished here under.
END OF SECTION
|
