General Terms and Conditions

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ATTACHMENT P.1

GENERAL TERMS AND CONDITIONS

Revised April 1, 2009

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GENERAL TERMS & CONDITIONS

SECTION No. Title

1. Proposal and Contract Requirements

2. Applicable Law and Courts

3. Precedence of Terms

4. No Federal Government Obligations to Third Parties

5. Key Personnel

6. Inspection of Proposals

7. Protest of Award

8. Availability of Funds

9. Payment Terms

10. Progress Payments

11. Disallowed Costs Including Interest

12. Contractual Disputes

13. Termination for the Convenience of the VRE

14. Termination for Default

15. Stop Work or Suspension of Work

16. Assignment of Contract

17. Subcontracts

18. Antitrust

19. Payment to Subcontractor

20. Testing/Inspection/Review of Work

21. Releases, Licenses, Permits and Authorizations

22. Warranty

23. Buy America

24. Cargo Preference – Use of United States Flag Vessels

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SECTION No. Title

25. Fly America

26. Inspection

27. Contractor’s Title to Materials

28. Ownership of Material and Intellectual Properties

29. Copyrights

30. Rights in Data

31. Federal Rights in Data and Copyrights

32. Patent Rights

33. Covenant Against Contingent Fees

34. Fair Employment Contracting Act

35. Convict Labor

36. Seismic Safety

37. Conflict of Interest

38. Immigration Reform and Control Act of 1986

39. Indemnification

40. Ethics in Public Contracting

41. Prohibition Against the Use of Federal Funds for Lobbying

42. Officials Not to Benefit

43. Independent Contractor

44. Debarment Status

45. Anti-Discrimination

46. Access Requirements for Individuals with Disabilities

47. Drug or Alcohol Abuse – Confidentiality and Other Civil Rights Protections

48. Drug-Free Workplace

49. Labor Provisions

50. Davis Bacon Act

51. Royalties

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SECTION No. Title

52. Metric System

53. Energy Conservation

54. Environmental Regulations

55. Planning

56. Audit

57. False or Fraudulent Statements and Claims

58. Support of Exclusionary of Discriminatory Specifications

59. Insurance

60. Provision for Flagman

61. Railroad Safety

62. Authorized Funding

63. VRE Contract Management

64. Taxes

65. Extra Charges Not Allowed

66. Changes

67. Examination of Records

68. Geographic Restrictions

69. Acquisition of Management, Architectural, and Engineering Services

70. Employment of Personnel

71. Publications

72. Electronic and Information Technology

73. Use of Real Property, Equipment, and Supplies

74. Protection of Sensitive Security Information

75. Special Requirements for Clean Fuels Formula Projects

76. Severability

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GENERAL TERMS AND CONDITIONS

1. PROPOSAL AND CONTRACT REQUIREMENTS: Federal funds will be used for this Contract. The VRE also follows Virginia procurement laws. Accordingly, all applicable federal and state requirements will apply. Prospective contractors are expected to become familiar with these requirements, and should not submit proposals if unable to execute a Contract containing such provisions. The VRE will provide a Contract containing these provisions for execution by the prospective contractor that is selected. Prospective contractors should not expect to use their own standard contracts for this engagement. Federal requirements are subject to change; the prospective contractor is responsible for complying with the most current regulations. The Contractor agrees that the most recent of such Federal requirements will govern the administration of the Contract at any particular time during the Contract’s performance, unless VRE issues a written determination otherwise.

2. APPLICABLE LAW AND COURTS: Any Contract resulting from this solicitation shall be governed in all respects by the laws of the Commonwealth of Virginia and any litigation with respect thereto shall be brought in the federal and state courts of the Commonwealth. The successful Contractor shall comply with applicable federal, state, and local laws and regulations.

3. PRECEDENCE OF TERMS: In the event of an inconsistency between the Request for Proposal, the Contract Terms and Conditions, other included documents, or the Federal Transit Administration (FTA) Master Agreement and the state procurement law, the inconsistency shall be resolved by the following order of precedence:

a. Federal Transit Administration Master Agreement (14) (October 1, 2008) and FTA Circular 4220.1F, dated November 1, 2008, as amended b. Virginia’s Public Procurement Act, as amended c. Invitation for Bids (IFB) /Request For Proposals (RFP) d. Special Contract Terms and Conditions e. General Terms and Conditions f. Technical Specifications g. Plans h. Contractor’s Bid/Proposal

Incorporation of Federal Transit Administration terms: these terms include, in part, certain Standard Terms and Conditions required by the U.S. Department of Transportation (DOT), whether or not expressly set forth in the Contract provisions. All contractual provisions required by DOT, as set forth in FTA Circular 4220.1F, dated November 1, 2008, as amended, are hereby incorporated by reference. Anything to the contrary herein notwithstanding, all FTA mandated terms shall be deemed to control in the event of a conflict with other provisions contained in this Agreement. The Contractor shall not perform any act, fail to perform any act, or refuse to comply with any VRE requests which would cause the VRE to be in violation of the FTA terms and conditions.

General Terms and Conditions

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