SPECIAL TERMS & CONDITIONS
The successful proposer shall certify that a contract with James City County shall not be subject to the
licensing provisions of UCITA as enacted by the Commonwealth of Virginia. All licenses, warranties
and conditions of sale and use shall be explicitly negotiated and stated in any contract executed
between James City County and the successful proposer.
SOFTWARE LICENSE/MAINTENANCE AGREEMENT
Proposer shall provide a draft copy of any proposed Software License Agreement and/or Maintenance
Agreement if proposer requires such an agreement. All proposed Agreements are subject to
negotiation between the County and the successful proposer.
Proposers must provide a copy of the proposed Software Escrow Agreement if the source code is not being
furnished to the County upon Final Acceptance. Such escrow agreement must provide for a third party
escrow agent to maintain a backup copy of the most current version of the source code which will be
released to the County in the event of:
1) Payment of a certain sum
2) Failure of requested software enhancements or modifications to be performed
3) Failure of escrow agent to be paid
4) Bankruptcy proceedings to be filed by any party hereunder
5) Contractor going out of business for any reason
It is the responsibility of the proposer to examine the installation site and to observe the conditions
under which the installation will be done or other circumstances which will affect the completed
installation. The proposer shall not at any time after the execution of the contract make any claims
whatsoever alleging incorrectly assumed conditions. No allowances will be made for errors or
negligence on the proposer’s part.
The successful proposer shall furnish all supervision, labor, materials, hardware equipment, software,
tools, supplies, incidentals and service necessary for proper installation and operation in accordance
with the plans and specifications of the proposal.
At all times during performance of this work, the proposer shall have at the site a competent supervisor,
satisfactory to James City County and with the authority to act for the proposer in all capacities.
The proposer shall keep the premises free from accumulated waste materials caused by installation.
Waste materials and rubbish shall be removed from all work areas on a daily basis.
An operational manual for each piece of software/equipment shall be supplied upon receipt of Notice of
Award of the contract. Any programming information used to support the system must be
provided upon receipt of Notice of Award of the contract.
Subsequent submitted and offered renewal terms for maintenance and support, including hourly
consulting fees shall not exceed the percentage change from the previous 12 months based on the
most recent available data for the Consumer Price Index (CPI-U), Table 10, Selected Local Areas,
LATEST SOFTWARE VERSION
Any software product(s) provided under the contract shall be the latest version available to the general
public as of the due date of this solicitation.
LIMITATION OF USE
The County shall have unlimited use of the software on the equipment for which it is purchased; use of
the software on a secondary system for backup purposes should the primary system become
unavailable, malfunction, or is otherwise rendered inoperable; use of the software at another County site
should the system be entirely transferred to that location; the right to make a backup copy for
safekeeping; the right to modify or combine the software with other programs or materials at the
County’s risk; and the right to reproduce any and all documentation provided such reproduction is for
the sole use of the County. These rights are perpetual and irrevocable; in the event of any actual or
alleged breach by the County, the contractor’s sole remedy shall be to pursue a monetary claim in
accordance with the Code of Virginia.
During the term of any contract resulting from this solicitation, the vendor is not authorized to substitute
any item for that product and/or software identified in the solicitation without the prior written consent of
the Purchasing Director or designee.
QUALIFIED REPAIR PERSONNEL
All warranty or maintenance services to be performed on the items specified in this solicitation as well
as any associated hardware or software shall be performed by qualified technicians properly authorized
by the manufacturer to perform such services. The County reserves the right to require proof of
certification prior to award and at any time during the term of the contract.
The County shall be entitled to any and all upgraded versions of the software covered in the contract
that becomes available from the contractor. The maximum charge for upgrade shall not exceed the
total difference between the cost of the County’s current version and the price the contractor sells or
licenses the upgraded software under similar circumstances.
In the event the contractor ceases to maintain experienced staff and the resources needed to provide
required software maintenance, the County shall be entitled to have, use, and duplicate for its own use,
a copy of the source code and associated documentation for the software products covered by the
contract. Until such time as a complete copy of such material is provided, the County shall have
exclusive right to possess all physical embodiments of such contractor owned materials. All lease and
royalty fees necessary to support this right are included in the initial license fee as contained in the
THIRD PARTY ACQUISITION OF SOFTWARE
The contractor shall notify the County in writing should the intellectual property, associated business, or
all of its assets be acquired by a third party. The contractor further agrees that the contract’s terms and
conditions, including any and all license rights and related services, shall not be affected by the
acquisition. Prior to completion of the acquisition, the contractor shall obtain, for the County’s benefit
and deliver thereto, the assignee’s agreement to fully honor the terms of the contract.
TITLE TO SOFTWARE
By submitting a proposal, the proposer represents and warrants that it is the sole owner of the software
or, if not the owner, that it has received all legally required authorizations from the owner to license the
software, has the full power to grant the rights required by this solicitation, and that neither the software
nor its use in accordance with the contract will violate or infringe upon any patent, copyright, trade
secret, or any other property rights of another person or organization.
WARRANTY AGAINST SHUTDOWN DEVICES
The contractor warrants that the equipment and software provided under the contract shall not contain
any lock, counter, CPU reference, virus, worm, or other device capable of halting operations or erasing
or altering data or programs. Contractor further warrants that neither it, nor its agents, employees, or
subcontractors shall insert any shutdown device following delivery of the equipment and software.
YEAR 2000 COMPLIANT AND ENABLEMENT WARRANTY
The contractor warrants that all software, firmware and hardware product(s) delivered to the County
under any agreement, and which is used in accordance with the product documentation provided by the
contractor, shall be 4-digit Year 2000 compliant (or approved enabled). All products shall accurately
process all date-change data from start to finish, including, but not limited to, twentieth, twenty-first
centuries and leap year calculations.
Any product provided under this Agreement discovered not to be compliant after acceptance shall be
corrected by the contractor at no additional cost to the County. Failure to correct the deficiency shall
subject the contractor to default action.
The contractor shall not be responsible for correcting any product(s) (e.g., hardware, software, firmware)
which were not provided under this agreement or for correcting any previously owned County products
that are used in combination with the contractor’s product(s); however, if this solicitation identifies any
product or sources of data to be used in combination with the product(s) delivered under the resulting
agreement, the contractor shall be responsible for providing all necessary interface(s) or other
appropriate means for assuring that date data output from such other product(s) or source(s) is
automatically corrected before being processed by the product(s) or system provided under this
A contractual agreement will be negotiated with the successful proposer subject to the provisions of 2.1-
504.2 of the Code of Virginia (1950), as amended. This Request for Proposal, the successful proposal
and any amendments resulting from negotiations as provided herein shall be included in a contract
between the selected proposer and James City County.
All contractors and subcontractors performing services for the County shall comply with all Occupational
Safety and Health Administration (OSHA), State and County Safety and Occupational Health Standards
and any other applicable rules and regulations. Also, all contractors and subcontractors shall be held
responsible for the safety of their employees and any unsafe acts or conditions that may cause injury or
damage to any person or property within and around the work site area under this contract. The
requirement will apply continuously and not be limited to normal working hours.
The Contractor warrants that it has and will maintain in effect the following insurance coverages to the
minimal limits indicated. The Contractor further agrees that all limits will be made available which are in
excess of the amounts below. The Contractor will advise the underwriter to name James City County as
additional insured per form ISO 2010 under the Commercial General Liability policy on a primary basis.
James City County’s Commercial General Liability shall not contribute in any loss payment uninsured
under the contractor’s Commercial General Liability policy. The Contractor will provide a certificate of
insurance evidencing the before mentioned insurance requirements and shall notify the County
immediately if he receives notice of cancellation or non-renewal. Contractor shall provide certificates of
insurance covering this scope of work, in terms and amounts indicated below:
1. WORKERS COMPENSATION AND EMPLOYER'S LIABILITY
COVERAGE A - STATUTORY REQUIREMENT
COVERAGE B - $100,000/$100,000/$500,000
The Contractor shall obtain a waiver of subrogation from its insurers on Worker’s
Compensation. This requirement may be satisfied by obtaining appropriate
endorsements to any master or blanket policy of insurance maintained.
2. COMPREHENSIVE AUTOMOBILE LIABILITY - INCLUDING OWNED, NON-OWNED
AND HIRED CAR COVERAGE
LIMITS OF LIABILITY - $1,000,000 PER OCCURRENCE
BODILY INJURY AND PROPERTY DAMAGE COMBINED
The Contractor shall purchase and maintain during the life of this contract such
commercial automobile liability insurance including employer’s non-ownership liability
and hired car liability insurance to protect him and any subcontractors performing work
covered by this contract from claims for damages, whether such operations be by him
or any subcontractor or by anyone directly or indirectly employed by either of them.
3. COMPREHENSIVE GENERAL LIABILITY
LIMITS OF LIABILITY - $1,000,000 PER OCCURRENCE
BODILY INJURY AND PROPERTY DAMAGE COMBINED
CONTRACTUAL LIABILITY INCLUDES CONTRACTUAL LIABILITY ASSUMED
COMPLETED OPERATIONS INSURANCE TO REMAIN IN FULL EFFECT UNTIL THE
DATE OF ACCEPTANCE OF THE PROJECT BY THE COUNTY.
PERSONAL INJURY COVERAGE
4. ERRORS AND OMISSIONS
LIMITS OF LIABILITY - $1,000,000 PER CLAIM
COUNTY FURNISHED ITEMS
The County will provide access to its equipment and information systems as required by the Scope of