7.09. Incurring cost: The Council is not liable for any cost incurred by any firm interested insubmitting a proposal, or the selected contractor, prior to the execution of a contract.7.10. Proposal binding: All submitted proposals become the property of the Council. Thecontents of the proposal, in its entirety, submitted by the contractor shall become anattachment to and part of the agreement between the contractor and the Council. ThisInvitation for Bid shall become in total a part of the final contract. The Councilreserves the right to withhold payment to Contractor if any of the articles in thisdocument are not upheld, until situation is rectified.7.11. Termination of contract:7.11.1. General: Contracts will remain in force for full periods specified and/or untilall articles ordered before date of termination shall have been satisfactorilydelivered and accepted and thereafter all requirements and conditions havebeen met.7.11.2. Termination for Convenience: A contract may be terminated by the RadioBoard or Council in accordance with this clause in whole or in part whenevereither shall determine that such a termination is in the best interests of theRadio Board or Council. Any such termination shall be effected by deliveryto the Contractor at least five (5) working days prior to the termination dateof a Notice of Termination specifying the extent to which performance shallbe terminated and date upon which such termination becomes effective.7.11.3. Termination for Cause: The Radio Board or Council, by written notice oftermination to the contractor specifying a termination date at least five daysthereafter, terminate this contract for cause in whole or in part if theContractor 1) fails to deliver the goods or perform the services this contractrequires within the time this contract specifies, or 2) fails to perform any ofits other obligations under this contract or violates any provision of thiscontract.7.11.4. The Contractor shall not be relieved of liability to the Radio Board orCouncil for damages sustained by the Radio Board or Council by virtue ofany breach of contract by the Contractor for the purpose of setoff until suchtime as the exact amount of damages due to the Radio Board or Council fromthe Contractor is determined.7.11.5. If the Radio Board or Council terminates this contract for cause when cause,in fact, does not exist, then termination shall be for the purposes be deemed atermination for convenience under this contract, and the termination forconvenience clause shall apply for all purposes7.12. Hold harmless: The contractor shall indemnify and hold harmless and assume thedefense of the Council and its member jurisdictions, their employees, agents andofficial from and against any and all claims, liabilities, judgments, costs, causes ofaction, damages and expenses, and shall pay all attorney's fees, Court costs and othercosts incurred in defending such claims which may accrue against, be charged to, berecovered from or sought to be recovered from the Council or any of its member[p. 10 – <strong>IFB</strong> – GENERATOR – Bid# 13-RB-300]
jurisdictions, their employees, agents and officials in connection with the performanceof services under the terms of this contract7.13. Reservation of rights: The Council reserves the right to reject any and all proposals, orto contact any reference prior to award for explanations or clarification. The Councildoes not discriminate against any offeror on any basis. The Council reserves the rightto waive any informality which, in its opinions, does not impact price or the level ofrequired service.7.14. Non-collusion: In the preparation and submission of this proposal, said offeror didnot either directly or indirectly enter into any combination or arrangement with anyperson, firm or corporation, or enter into any agreement, participate in any collusionor otherwise take any action in the restraint of free competitive bidding in violation ofthe Sherman Act (15 U.S.C. Section 1), Sections 59.1-68.7 of the Code of Virginia.[p. 11 – <strong>IFB</strong> – GENERATOR – Bid# 13-RB-300]
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