Request for Proposal

Marshall University Office of Purchasing

One John Marshall Drive Huntington, WV 25755-4100

Direct all inquiries regarding this order to: (304) 696-3056

Bid#

MU27BOOKSTORE

Vendor:

For information call:

Purchasing Contact: Leeann Lemon Phone: (304) 696-3056 Email: bidquestions@marshall.edu

Sealed requests to bid for furnishing the supplies, equipment or services described below will be received by the Institution. TO RECEIVE CONSIDERATION FOR AWARD, UNLESS OTHERWISE NOTED, THE BID WILL BE SUBMITTED ON THIS FORM AND UPLOADED INTO THE MU BONFIRE PORTAL ON OR BEFORE THE DATE AND TIME SHOWN FOR THE BID OPENING. When applicable, prices will be based on units specified; and Bidders will enter the delivery date or time for items contained herein. The Institution reserves the right to accept or reject bids on each item separately or as a whole, to reject any or all bids, to waive informalities or irregularities and to contract as the best interests of the Institution may require. BIDS ARE SUBJECT TO THE GENERAL TERMS AND

CONDITIONS AS SET FORTH HEREIN.

DATE

12/09/2025

MANDATORY IN

PERSON PRE-BID

MEETING:

January 6, 2026 @ 10:00 a.m. EST, Memorial Student Center, Room 2W22

DEPARTMENT

REQUISITION NO.

BIDS OPEN:

02/12/2026 at 3:00 p.m., EST. Broadcast via Teams at link listed below.

https://tinyurl.com/MU27BOO KSTORE-Tech-Open

BIDDER MUST

ENTER

DELIVERY

DATE FOR

EACH ITEM BID

Item # Quantity Description Unit Price Extended Price

Marshall University, on behalf of the Board of Governors, invites sealed Bids to provide all work, including but not limited to labor, material, equipment, supplies, and transportation for:

Project Name: MU27BOOKSTORE Campus-wide Bookstore

MARSHALL UNIVERSITY – HUNTINGTON, WV

Technical Question Deadline: January 15, 2026, at 9:00 a.m. EST send via email to at bidquestions@marshall.edu.

Technical & Cost Bid Submission Deadline - February 12, 2026, at 2:59 p.m., EST

Technical Submission Opening - February 12, 2026, at 3:00 p.m., EST and via Microsoft Teams at the following link:

https://tinyurl.com/MU27BOOKSTORE-Tech-Open

Cost Submission Opening – To be determined (TBD)

Total

To the Office of Purchasing, In compliance with the above, the undersigned offers and agrees, if this offer is accepted within calendar days (30 calendar days unless a different period is inserted by the purchaser) from the bid open date, specified above, to furnish any or all items upon which prices are offered, at the price set opposite each item, delivered at the designated point(s), within the time specified.

Bidder guarantees shipment from Bidder’s name Vendor within days Signed By

FOB After receipt of order at address shown Typed Name

Terms Title

Email

Street Address

City/State/Zip

Date Phone

BOG 43

Fein

REQUEST FOR PROPOSAL

MU27BOOKSTORE – Campus-wide Bookstore

TABLE OF CONTENTS

1. Table of Contents

2. Section 1: General Information and Instructions

3. Section 2: Instructions to Vendors Submitting Bids

4. Section 3: General Terms and Conditions

5. Section 4: Project Specifications

6. Section 5: Vendor Proposal

7. Section 6: Evaluation and Award

8. Certification and Signature Page

SECTION 1: GENERAL INFORMATION

1.1. Introduction: Marshall University Procurement Services (hereinafter referred to as

“Procurement Services”) is issuing this solicitation as a request for proposal (“RFP”), as authorized by Marshall University Board of Governors Policy No. FA-9 Purchasing Policy, for the Memorial Student Center (hereinafter referred to as the “Department”) to provide management of the University Bookstore(s) for Marshall University. The University seeks a partner with an established record of providing high quality, innovative bookstore services in the higher education market.

The RFP is a procurement method in which vendors submit proposals in response to the request for proposal published by Procurement Services. It requires an award to the highest scoring vendor, rather than the lowest cost vendor, based upon a technical evaluation of the vendor’s technical proposal and a cost evaluation. This is referred to as a best value procurement. Through their proposals, vendors offer a solution to the objectives, problem, or need specified in the RFP, and define how they intend to meet (or exceed) the RFP requirements.

1.2. RFP Schedule of Events:

Mandatory Pre-bid Conference (in person)……..January 6, 2026, at 10:00 a.m. EST, Memorial Student Center, Room 2W22 Vendor’s Written Questions Submission Deadline .......................... January 15, 2026 Addendum Issued......................................................................... by January 29, 2026 Technical Bid Submission Deadline ...................... February 12, 2026, at 2:59 p.m. EST Cost Bid Submission Deadline .............................. February 12, 2026, at 2:59 p.m. EST Technical Bid Opening Date .................................. February 12, 2026, at 3:00 p.m. EST Oral Presentation .................................................. Tentative Week of March 9th, 2026 Cost Bid Opening Date .................................................................................................... TBD Anticipated Contract Award Made ..................................................... March 31, 2026 Contract effective date ............................................................................. July 1, 2026

SECTION 2: MANDATORY ADMINISTRATIVE REQUIREMENTS &

INSTRUCTIONS TO VENDORS SUBMITTING BIDS

Mandatory Administrative Requirements & Instructions to Vendors Submitting Bids begin on next page.

ADMINISTRATIVE REQUIREMENTS

& INSTRUCTIONS TO VENDORS

1 December 8, 2025

Marshall University Instructions to Vendors Submitting Bids

1. REVIEW DOCUMENTS THOROUGHLY: Please read these instructions and all documents attached in their entirety. These instructions provide critical information about requirements that if overlooked, could lead to disqualification of a Vendor’s bid. All bids must be submitted in accordance with the provisions contained in these instructions and the Solicitation. Failure to do so may result in disqualification of a Vendor’s bid.

2. MANDATORY TERMS: The Solicitation may contain mandatory provisions identified by the use of the words “must,” “will,” and “shall” which identify a mandatory item or requirement.

Failure to comply with a mandatory term in the Solicitation will result in bid disqualification.

3. PREBID MEETING: The item identified below shall apply to this Solicitation.

A pre-bid meeting will not be held prior to bid opening.

A NON-MANDATORY pre-bid meeting will be held at the following place and time:

A MANDATORY in person pre-bid meeting will be held at the following place and time:

January 6, 2026, at 10:00 a.m. EST Memorial Student Center, Room 2W22

One John Marshall Drive, Huntington, WV 25722 (See Attachment E Campus Map)

A tour of the bookstore space will follow the mandatory in person pre-bid meeting

All Vendors submitting a written bid must attend the mandatory pre-bid meeting. Failure to attend the mandatory pre-bid meeting shall result in disqualification of the Vendor’s bid. No person attending the pre-bid meeting may represent more than one (1) Vendor.

An attendance sheet provided at the pre-bid meeting shall serve as the official document attendance verification. The State will not accept any other form of proof or documentation to verify attendance. Any person attending the pre-bid meeting on behalf of a Vendor must list their name and the name of the Vendor representing.

Additionally, the person attending the pre-bid meeting should include the Vendor’s e-mail address, phone number, and fax number on the attendance sheet. It is the Vendor’s responsibility to locate the attendance sheet and provide the required information. Failure to complete the attendance sheet as required may result in disqualification of Vendor’s bid.

All Vendors should arrive prior to the starting time for the pre-bid meeting. Vendors who arrive after the starting time but prior to the end of the pre-bid meeting will be permitted to sign in but are charged with knowing all matters discussed at the pre-bid meeting.

X

2 December 8, 2025

If possible, questions submitted at least five (5) business days prior to a scheduled pre-bid meeting will be discussed at the pre-bid meeting. Any discussions or answers to questions at the pre-bid meeting are preliminary in nature and are non-binding. Official and binding answers to questions will be published in a written addendum to the Solicitation prior to bid opening.

4. VENDOR QUESTION DEADLINE: Vendors may submit questions relating to this Solicitation to the Marshall University Office of Purchasing as directed below. Questions must be submitted in writing. All questions must be submitted on or before the date listed below and to the email address listed below to be considered. A written response will be published in a Solicitation addendum if a response is possible and appropriate. Non-written discussions, conversations, or questions and answers regarding this Solicitation are preliminary in nature and are nonbinding.

Submissions should include solicitation number in the subject line.

Submit Questions to: bidquestions@marshall.edu

5. VERBAL COMMUNICATION: Any verbal communication between the Vendor and any State personnel is not binding, including verbal communication at the mandatory pre-bid conference.

Only information issued in writing and added to the Solicitation by an official written addendum by the Marshall University Office of Purchasing is binding.

6. BID SUBMISSION: All bids must be submitted electronically through Bonfire™ or signed and delivered by the Vendor to the Marshall University Office of Purchasing at the address listed above on or before the date and time of the bid opening. Any bid received by Procurement Services staff is in the possession of Procurement Services and will not be returned for any reason. Procurement Services will not accept bids, modification of bids, or addendum acknowledgment forms via e-mail. Acceptable delivery methods include electronic submission via Bonfire™, hand delivery, or delivery by courier.

All bids are considered received when delivered and has the official date/time stamp by Procurement Services. Bid submissions are not considered received when accepted by any other department of the University, including but not limited to the Marshall University Mailroom. Delivery of a bid after the bid opening date and time will result in bid disqualification. For purposes of this Solicitation, a bid is considered delivered when confirmation of delivery when the bid is delivered via mail or courier and time stamped by the official Marshall University Office of Purchasing’s time.

A bid that is not submitted electronically through Bonfire™ should contain the information listed below on the face of the envelope or the bid may be rejected by the University.

SEALED BID: MU27BOOKSTORE

CONTACT: Leeann Lemon

SOLICITATION NAME: MU27BOOKSTORE

& INSTRUCTIONS TO VENDORS

3 December 8, 2025

Marshall University Instructions to Vendors Submitting Bids

SOLICITATION CLOSING DATE: February 12, 2026 SOLICIATION CLOSING T IME: 2:59 p.m. EST

Bid submissions must include the following signed documents:

1. Bid Cover Page

2. Addendum Cover Page(s)

3. Addendum Acknowledgement Page(s)

4. Marshall University General Terms & Conditions Designated Contact & Certification= and Signature Page

5. Section 7: Certification and Signature Page

6. Cost Submission (separate sealed envelope or electronically submitted document) (See=

Attachment A)

7. Purchasing Affidavit (See Attachment F)

8. Drug-Free Workplace Conformance Affidavit (See Attachment G)

9. Disclosure of Interested Parties (See Attachment H)

10. Business License for the City of Huntington

11. Business License for the state of West Virginia

12. Certificates of Insurance

Failure to provide these signed documents with the bid submission may result in bid disqualification.

7. BID OPENING: Bids submitted in response to this Solicitation will be opened at the location identified below on the date and time listed below. Delivery of a bid after the bid opening date and time will result in bid disqualification. For purposes of this Solicitation, a bid is considered delivered when confirmation of delivery is provided by Bonfire™ (in the case of electronic submission), or when the bid is delivered via mail or courier and time stamped by the official Marshall University Office of Purchasing’s time.

Bid Opening Date and Time: February 12, 2026, at 3:00 p.m. EST and via Microsoft Teams at the following link:

https://tinyurl.com/MU27BOOKSTORE-Tech-Open

Bid Opening Location: Marshall University Office of Purchasing 125 Old Main Huntington, WV 25755

8. ADDENDUM ACKNOWLEDGEMENT: Changes or revisions to this Solicitation will be made by an official addendum issued by the University. Vendor should acknowledge receipt of all addenda issued with this Solicitation by completing an Addendum Acknowledgment Form, a copy of which is included herewith. Failure to acknowledge addenda may result in bid disqualification.

The addendum acknowledgement should be submitted with the bid to expedite document

4 December 8, 2025 processing.

9. BID FORMATTING: Vendor should type or electronically enter the information onto its written bid to prevent errors in the evaluation. Failure to type or electronically enter the information may result in bid disqualification.

10. ALTERNATES: Any model, brand, or specification listed in this Solicitation establishes the acceptable level of quality only and is not intended to reflect a preference for, or in any way favor, a particular brand or Vendor. Vendors may bid alternates to a listed model or brand provided that the alternate is at least equal to the model or brand and complies with the required specifications.

The equality of any alternate being bid shall be determined by the University at its sole discretion.

Any Vendor bidding an alternate model or brand should clearly identify the alternate items in its bid and should include manufacturer’s specifications, industry literature, and/or any other relevant documentation demonstrating the equality of the alternate items. Failure to provide information for alternate items may be grounds for rejection of a Vendor’s bid. Unapproved communication outside Procurement Services may result in bid disqualification.

11. EXCEPTIONS AND CLARIFICATIONS: The Solicitation contains the specifications that shall form the basis of a contractual agreement. Vendor shall clearly mark any exceptions, clarifications, or other proposed modifications in its bid. Exceptions to, clarifications of, or modifications of a requirement or term and condition of the Solicitation may result in bid disqualification.

12. COMMUNICATION LIMITATIONS: In accordance with Marshall University Board of

Governors Policy No. FA-9 Purchasing Policy, communication with Marshall University or any of its employees regarding this Solicitation during the solicitation, bid, evaluation or award periods, except through the Marshall University Office of Purchasing, is strictly prohibited without prior Office of Purchasing approval for such communication.

13. REGISTRATION: Prior to Contract award, the apparent successful Vendor must be properly registered with the West Virginia Purchasing Division and must have paid the registration fee, if applicable.

14. UNIT PRICE: Unit prices shall prevail in cases of a discrepancy in the Vendor’s bid.

15. PREFERENCE: Vendor Preference may be requested in purchases of motor vehicles or construction and maintenance equipment and machinery used in highway and other infrastructure projects. Any request for preference must be submitted in writing with the bid, must specifically identify the preference requested with reference to the applicable subsection of West Virginia Code § 5A-3-37 and should include with the bid any information necessary to evaluate and confirm the applicability of the requested preference. A request form to help facilitate the request can be found at: http://www.state.wv.us/admin/purchase/vrc/Venpref.pdf. Please Note: Vendor Preference is not applicable to construction projects.

15A. RECIPROCAL PREFERENCE: The State of West Virginia applies a reciprocal preference to all solicitations for commodities and printing in accordance with W. Va. Code § 5A-3-37(b). In effect, if reciprocal preference is requested by a West Virginia resident vendor, non-resident

5 December 8, 2025 vendors receiving a preference in their home states, will see that same preference granted to West Virginia resident vendors bidding against them in West Virginia. A request form to help facilitate the request can be found at: http://www.state.wv.us/admin/purchase/vrc/Venpref.pdf.

16. SMALL, WOMEN-OWNED, OR MINORITY-OWNED BUSINESSES: For any solicitations publicly advertised for bid, in accordance with West Virginia Code §5A-3-37(a)(7) and W. Va. CSR § 148-22-9, any non-resident vendor certified as a small, women-owned, or minority-owned business under W. Va. CSR § 148-22-9 shall be provided the same preference made available to any resident vendor. Any non-resident small, women-owned, or minority- owned business must identify itself as such in writing, must submit that writing to the Purchasing Division with its bid, and must be properly certified under W. Va. CSR § 148-22-9 prior to contract award to receive the preferences made available to resident vendors. Preference for a non-resident small, women-owned, or minority owned business shall be applied in accordance with W. Va. CSR § 148-22-9.

17. WAIVER OF MINOR IRREGULARITIES: The Chief Procurement Officer reserves the right to waive minor irregularities in bids or specifications in accordance with Marshall University Board of Governors Policy No. FA-9 Purchasing Policy.

18. ELECTRONIC FILE ACCESS RESTRICTIONS: Vendor must ensure that its submission in Bonfire™ can be accessed and viewed by the University staff immediately upon bid opening. The University will consider any file that cannot be immediately accessed and viewed at the time of the bid opening (such as, encrypted files, password protected files, or incompatible files) to be blank or incomplete as context requires, and therefore unacceptable. A Vendor will not be permitted to unencrypt files, remove password protections, or resubmit documents after bid opening to make a file viewable if those documents are required with the bid. A Vendor may be required to provide document passwords or removed access restrictions to allow the University to print or electronically save documents provided that those documents are viewable by the University prior to obtaining the password or removing the access restriction.

19. NON-RESPONSIBLE: The Chief Procurement Officer reserves the right to reject the bid of any

Vendor as Non-Responsible in accordance with Marshall University Board of Governors Policy No. FA-9 Purchasing Policy, when the Chief Procurement Officer determines that the Vendor submitting the bid does not have the capability to fully perform or lacks the integrity and reliability to assure good-faith performance.

20. NON-RESPONSIVE: The Chief Procurement Officer reserves the right to reject the bid of any

Vendor as Non-Responsive in accordance with Marshall University Board of Governors Policy No. FA-9 Purchasing Policy, when the Chief Procurement Officer determines that the Vendor submitting the bid does not conform to the mandatory or essential requirements contained in the solicitation.

21. ACCEPTANCE/REJECTION: The University may accept or reject any bid in whole, or in part in accordance with Marshall University Board of Governors Policy No. FA-9 Purchasing Policy.

6 December 8, 2025

22. YOUR SUBMISSION IS A PUBLIC DOCUMENT: Vendor’s entire response to the Solicitation and the resulting Contract are public documents. As public documents, they will be disclosed to the public following the bid/proposal opening or award of the contract, as required by the competitive bidding laws of Marshall University Board of Governors Policy No. FA-9 Purchasing Policy, §5-22-1 et seq., §5G-1-1 et seq., and the West Virginia Freedom of Information Act in W. Va. Code § 29B-1-1 et seq.

DO NOT SUBMIT MATERIAL YOU CONSIDER TO BE

CONFIDENTIAL, A TRADE SECRET (S), OR OTHERWISE NOT

SUBJECT TO PUBLIC DISCLOSURE.

Submission of any bid, proposal, or other document to the Marshall University Office of Purchasing constitutes your explicit consent to the subsequent public disclosure of the bid, proposal, or document. The University may disclose any document labeled “confidential,” “proprietary,” “trade secret,” “private,” or labeled with any other claim against public disclosure of the documents, to include any “trade secrets” as defined by W. Va. Code § 47-22-1 et seq. and subject to W. Va. Code 29B-1-4(a) (1). All submissions are subject to public disclosure without notice.

23. PURCHASING AFFIDAVIT: The University is prohibited from awarding a contract to any bidder that owes a debt to the State or political subdivision of the State. Vendors are required to sign, notarize, and submit the Purchasing Affidavit to the Marshall University Office of Purchasing affirming under oath that it is not in default on any monetary obligation owed to the State or a political subdivision of the State.

http://www.state.wv.us/admin/purchase/vrc/pAffidavit.pdf

24. DRUG-FREE WORKPLACE AFFIDAVIT: West Virginia Code §21-1D-5 requires each contractor who submits a bid for the work to submit an affidavit that the contractor has a written plan for a drug-free workplace policy prior to be being awarded a contract. If the affidavit is not submitted with the contractor’s bid proposal, the contractor must provide the affidavit with in one (1) business day of the request. Failure to submit the affidavit within one (1) business day of receiving the request may result in disqualification of the bid. For subcontractors, compliance may take place before their work on the project is begun. DRUG FREE WORKPLACE CONFORMANCE AFFIDAVIT (state.wv.us)

25. INTERESTED PARTY DISCLOSURE: West Virginia Code § 6D-1-4 requires that the vendor submit to the Marshall University Office of Purchasing a disclosure of interested parties to the contract for all contracts with an actual or estimated value of at least $1 million. That disclosure must occur on the form prescribed and approved by the WV Ethics Commission prior to contract award. A copy of that form is included with this solicitation or can be obtained from the WV Ethics Commission. This requirement does not apply to publicly traded companies listed on a national or international stock exchange. A more detailed definition of interested parties can be obtained from the form referenced above.

http://www.state.wv.us/admin/purchase/VRC/Ethics DisclosureInterestedParties 2018.pdf

7 December 8, 2025

26. WITH THE BID REQUIREMENTS: In instances where these specifications require documentation or other information with the bid, and a vendor fails to provide it with the bid, the Chief Procurement Officer reserves the right to request those items after bid opening and prior to contract award pursuant to the authority to waive minor irregularities in bids or specifications under Marshall University Board of Governors Policy No. FA-9 Purchasing Policy. This authority does not apply to instances where state law mandates receipt with the bid.

27. AWARD: This RFP does not obligate the State of West Virginia or the University to contract for services specified herein. The University also reserves the right to cancel, re-issue the RFP, in whole or in part, prior to execution of a contact. Further, the University reserves the right to award the contract one vendor, multiple vendors, and/or in any combination of vendors, if deemed in the best interest of the University.

28. PRICE ESCALATION: Maximum hourly rates must remain firm throughout the entire term of the contract including renewals. Materials and equipment must remain firm for the initial year of the contract. If your pricing for these areas is a basis method pricing such as a percent markup from cost, then your basis must remain firm throughout the contract including renewals. Any price increase after that initial period is limited to once a year at least sixty (60) days before the renewal period and must be received and approved in writing to lemonl@marshall.edu at least thirty (30) in advance before going into effect. Any price increase sought must be based on documented industry-wide changed market conditions beyond the control of the contractor.

If Purchasing deems cost increases are not acceptable, MARSHALL UNIVERSITY reserves the right to rebid the contract in whole or part or to negotiate price increase requests with the Contractor.

An acceptance of the price list change will be in the form of an amendment to the contract or a letter to the Contractor.

29. QUOTATION PRICING: Quotation Pricing: It is hereby stipulated and agreed that the total cost to the University for the Performance of the work under this Agreement will not exceed the quotation price. Contractor agrees to perform the work specified and all obligations under this Agreement as specified in the quotation. Marshall University shall not be obligated to reimburse Contractor for billing in excess of the funding limitation set forth in the quotation, and Contractor shall not be obligated to continue performance of work under the order or to incur costs in excess of the funding limitations if such increased costs are due to additional requirements identified by Marshall University and the Contractor after the initiation of effort on the work specified in the quotation, and until a change order or amendment to the quotation, increasing the funding limitation, is approved by Marshall University. Total production pricing, including hourly rate and fees, shall be included in each quote. Terms and conditions on vendor provided quotations are canceled and are not a part of this contract. Materials and installation must be included at the contracted prices. Invoices must not exceed the quote unless amended and agreed to in writing.

30. SUPPLIER/VENDOR REGISTRATION REQUIREMENT: Upon award of the solicitation, the awarded vendor must register as a supplier in Marshall University’s e-procurement system within fifteen (15) calendar days of the award date. Failure to complete registration within this timeframe may result in delays in contract execution or payment processing.

8 December 8, 2025

31. INVOICE COMPLIANCE: To ensure timely and accurate payment, all invoices submitted under this contract must strictly adhere to the following requirements:

A. Purchase Order Matching: Each invoice must match the corresponding Purchase Order (PO) issued by Marshall University Procurement Services in all respects, including but not limited to:

1. Line-item descriptions

2. Quantities

3. Unit pricing

4. Total amounts

B. One Invoice per PO: Vendors must issue a separate invoice for each PO. Consolidated invoices covering multiple POs will not be accepted.

C. PO Reference: The applicable PO number must be clearly referenced on the invoice and all related shipping labels, packing slips, and correspondence D. Invoice Submission: Invoices that do not match the PO exactly will be rejected and returned for correction. Payment will only be issued upon receipt of a compliant invoice and confirmation of goods/services received.

E. Responsibility of Vendor: It is the vendor’s responsibility to obtain and review each PO issued by Marshall University and structure their invoicing accordingly.

SECTION 3: GENERAL TERMS AND CONDITIONS

Terms and conditions begin on next page.

Marshall University General Terms and Conditions

MARSHALL UNIVERSITY

GENERAL TERMS AND CONDITIONS

1. CONTRACTUAL AGREEMENT: Issuance of an Award Document constitutes acceptance of this contract (the Contract) made by and between Marshall University (University or Marshall) and the Vendor.

Vendor�s signature to the Contract signifies Vendor�s agreement to be bound by and accept the terms and conditions contained in the Contract. Therefore, the parties agree that the following contractual terms and conditions are dominate over any competing terms made a part of the Contract. IN THE EVENT OF ANY

CONFLICT BETWEEN VENDOR�S FORM(S) AND THESE GENERAL TERMS AND CONDITIONS, THESE

GENERAL TERMS AND CONDITIONS SHALL CONTROL

2. DEFINITIONS: As used in this Solicitation/Contract, the following terms shall have the meanings attributed to them below. Additional definitions may be found in the specifications, if applicable, included with the Solicitation/Contract.

2.1 �Award Document� means the document that identifies the Vendor as the Contract holder when signed by the Vendor and Marshall University�s Office of Purchasing and, when necessary, approved as to form by the Attorney General.

2.2 �Bid� or �Proposal� means the Vendor�s verbal bid or written bid provided in response to a solicitation by the University.

2.3 �Board� means the Governing Board of Marshall University.

2.4 �Buyer" means an individual designated by a Chief Procurement Officer to perform designated purchasing and acquisition functions as authorized by the Chief Procurement Officer.

2.5 �Chief Procurement Officer� means the individual designated by the President of Marshall University to manage, oversee and direct the purchasing and acquisition of supplies, equipment, services, and printing for the University.

2.6 �Contract� means the binding agreement that is entered between the University and the Vendor to provide requested goods and/or services requested in the Solicitation.

2.7 �Governing Board� means the Marshall University Board of Governors as provided for in the West Virginia state code.

2.8 �Higher Education Institution� means an institution as defined by Sections 401(f), (g) and (h) of the federal Higher Education Facilities Act of 1963, as amended.

2.9 �Office of Purchasing� means the section within Marshall University headed by the Chief Procurement Officer and its personnel.

Combined Service and Goods: The scope of the service and deliverable goods to be provided will be more clearly defined in the specifications included herewith.

One-Time Purchase: The Contract is for the purchase of a set quantity of goods that are identified in the specifications included herewith. Once those items have been delivered, no additional goods may be procured under the Contract without an appropriate change order approved by the Vendor, University, and/or when necessary, the Attorney General�s office.

6. EMERGENCY PURCHASES: The Chief Procurement Officer may suspend the use of a university wide mandatory contract (the University�s Office of Purchasing has created standard specifications that are establish University wide contracts for commonly used commodities and services that are needed on a repetitive basis), or the competitive bidding process to allow a Department to purchase goods or services in the open market if for immediate or expedited delivery in an emergency.

Emergencies shall include, but are not limited to, delays in transportation or an unanticipated increase in the volume of work, provided that a required University emergency purchase with another vendor does not cause a breach of contract.

7. REQUIRED DOCUMENTS: All the items checked below must be provided to the University by the Vendor as specified below.

BID BOND (Construction Only): Pursuant to the requirements contained in W. Va. Code § 5-22- 1(c), All Vendors submitting a bid on a construction project shall furnish a valid bid bond in the amount of five percent (5%) of the total amount of the bid protecting the State of West Virginia.

The bid bond must be submitted with the bid.

PERFORMANCE BOND: The apparent successful Vendor shall provide a performance bond in the amount of 100% of the contract. The performance bond must be received by the Marshall University Office of Purchasing Office prior to Contract award.

LABOR/MATERIAL PAYMENT BOND: The apparent successful Vendor shall provide a labor/material payment bond in the amount of 100% of the Contract value. The labor/material payment bond must be received by the Marshall University Office of Purchasing Office prior to Contract award.

MAINTENANCE BOND: The successful Vendor shall provide a two (2) year maintenance bond covering the roofing system. The maintenance bond must be issued and received by the Marshall University Office of Purchasing Office prior to Contract award.

LICENSE(S) / CERTIFICATIONS / PERMITS: In addition to anything required under the Section entitled Licensing, of the General Terms and Conditions, the Vendor shall furnish proof of the following licenses, certifications, and/or permits prior to Contract award, in a form acceptable to the University.

Builders Risk Insurance in an amount equal to 100% of the amount of the Contract.

_________ per occurrence and an aggregate of __________________.

9. WORKERS� COMPENSATION INSURANCE: The apparent successful Vendor shall comply with laws relating to workers compensation, shall maintain workers� compensation insurance when required, and shall furnish proof of workers� compensation insurance upon request.

10. LIQUIDATED DAMAGES: This clause shall in no way be considered exclusive and shall not limit the University�s right to pursue any other available remedy. Vendor shall pay liquidated damages in the amount specified below or as described in the specifications:

______________________ for ______________________

Liquidated Damages Contained in the Specifications

11. ACCEPTANCE: Vendor�s signature on the certification and signature page, constitutes an offer to the University that cannot be unilaterally withdrawn, signifies that the product or service proposed by Vendor meets the mandatory requirements for that product or service, unless otherwise indicated, and signifies acceptance of the terms and conditions unless otherwise indicated.

12. STATUTE OF LIMITATIONS - Any clauses limiting the time in which the State may bring suit against the Vendor or any other third party are deleted.

13. PRICING/BEST PRICE GUARANTEE: The pricing set forth herein is firm for the life of the Contract, unless specified elsewhere within this Solicitation by the University. A Vendor�s inclusion of price adjustment provisions in its bid, without an express authorization in the Solicitation to do so, may result in bid disqualification. Notwithstanding the foregoing, Vendor must extend any publicly advertised sale price to the University and invoice at the lower of the contract price or the publicly advertised sale price.

14. PAYMENT IN ARREARS: Payments for goods/services will be made in arrears only upon receipt of a proper invoice, detailing the goods/services provided or receipt of the goods/services, whichever is later.

Notwithstanding the foregoing, payments for software licenses, subscriptions, or maintenance may be paid annually in advance.

15. PAYMENT METHODS: The Vendor must accept payment by electronic funds transfer or P-Card for payment of all orders under this Contract unless the box below is checked.

Vendor is not required to accept the State of West Virginia�s P-Card or by electronic funds transfer as payment for all goods and services for the reason(s) stated below:

16. ADDITIONAL FEES: Vendor is not permitted to charge additional fees or assess additional charges that were not either expressly included in the unit price or lump sum bid amount that Vendor is required by the solicitation to provide. Requesting such fees or charges be paid after the contract has been awarded may result in cancellation of the contract. Any references contained in the Contract, Vendor�s bid, or in any American Institute of Architects documents obligating the University to pay to compensate Vendor, in whole or in part, for lost profit, pay a termination fee, pay liquidated damages if the Contract is terminated early, seeking to accelerate payments in the event of Contract termination, default, or non-funding, costs of collection, court costs, or attorney�s fees, unless ordered by a court of competent jurisdiction is hereby deleted. Any language imposing and interest or charges due to late payment is deleted.

17. FEES OR COSTS: Any language obligating the State to pay costs of collection, court costs, or attorney's fees, unless ordered by a court of competent jurisdiction is deleted.

18. RISK SHIFTING: Any provision requiring the State to bear the costs of all or a majority of business/legal risks associated with this Contract, to indemnify the Vendor, or hold the Vendor or a third party harmless for any act or omission is hereby deleted.

19. LIMITING LIABILITY: Any language limiting the Vendor�s liability for direct damages is deleted.

20. TAXES: The Vendor shall pay any applicable sales, use, personal property or other taxes arising out of the Contract and the transactions contemplated hereby. The University is exempt from federal and state taxes and will not pay or reimburse such taxes. The University will, upon request, provide a tax-exempt certificate to confirm its tax-exempt status.

21. FISCAL YEAR FUNDING: The Contract shall continue for the term stated herein, contingent upon funds being appropriated by the WV Legislature or otherwise being made available for this Contract. In the event funds are not appropriated or otherwise available, the Contract becomes of no effect and is null and void after June 30 of the current fiscal year. If that occurs, the University may notify the Vendor that an alternative source of funding has been obtained and thereby avoid the automatic termination. Non-appropriation or non-funding shall not be considered an event of default.

22. CANCELLATION/RIGHT TO TERMINATE: The University reserves the right to cancel/terminate the Contract immediately upon written notice to the Vendor if the materials or workmanship supplied do not conform to the specifications contained in the Contract. The University may also cancel any purchase or Contract upon thirty (30) days written notice to the Vendor. In the event of early cancellation, the University agrees to pay the Vendor only for all undisputed services rendered or goods received before the termination�s effective date. All provisions are delete that seek to require the State to (1) compensate Vendor, in whole or in part, for loss profit, (2) pay a termination fee, or (3) pay liquidated damages if the Contract is terminated early.

In the event that a vendor fails to honor any contractual term or condition, the Chief Procurement Officer may cancel the contract and re-award the contract to the next lowest responsible and responsive bidder in accordance with the Marshall University Board of Governors Policy No. FA-9 Purchasing Policy, section 7.4.1

Any language seeking to accelerate payments in the event of Contract termination, default or non-funding is hereby deleted.

23. RIGHT OF FIRST REFUSAL Any language seeking to give the Vendor a Right of First Refusal is hereby deleted.

24. DISPUTES � Any language binding he University to any arbitration or to the decision of any arbitration board, commission, panel, or other entity is deleted; as is any requirement to waive a jury trial.

Any language requiring or permitting disputes under this Contract to be resolved in the courts of any state other than the State of West Virginia is deleted. All legal actions for damages brought by Vendor against the University shall be brought in the West Virginia Legislative Claims Commission. Other causes of action must be brought in the West Virginia Court authorized by statute to exercise jurisdiction over it.

Any language requiring the State to agree to, or be subject to, any form of equitable relief not authorized by the Constitution or laws of State of West Virginia is deleted.

25. TIME: Time is of the essence with regard to all matters of time and performance in the Contract.

26. DELIVERY -All deliveries under the Contract will be FOB destination unless the State expressly and knowingly agrees otherwise. Any contrary delivery terms are hereby deleted.

27. APPLICABLE LAW: The Contract is governed by and interpreted under West Virginia law without giving effect to its choice of law principles. Any information provided in specification manuals, or any other source, verbal or written, which contradicts or violates the West Virginia Constitution, W. Va. Code or Marshall University Board of Governors Policy No. FA-9 Purchasing Policy is void and of no effect. Any language requiring the application of the law of any state other than the State of West Virginia in interpreting or enforcing the Contract is deleted. The Contract shall be governed by the laws of the State of West Virginia

28. COMPLIANCE WITH GOVERNING LAWS: Vendor shall comply with all applicable federal, state, and local laws, regulations and ordinances. By submitting a bid, Vendor acknowledges that it has reviewed, understands, and will comply with all applicable laws, regulations, and ordinances. Vendor shall notify all subcontractors providing commodities or services related to this Contract that, as subcontractors, they too are required to comply with all applicable laws, regulations, and ordinances.

29. ARBITRATION: Any references made to arbitration contained in the Contract, Vendor�s bid, or in any American Institute of Architects documents pertaining to the Contract are hereby deleted, void, and of no effect.

30. MODIFICATIONS: Notwithstanding anything contained in the Contract to the contrary, no modification of the Contract shall be binding without mutual written consent of the University, and the Vendor.

31. AMENDMENTS - The parties agree that all amendments, modifications, alterations or changes to the Contract shall be by mutual agreement, in writing, and signed by both parties. Any language to the contrary is deleted.

32. NO WAIVER: The failure of either party to insist upon a strict performance of any of the terms or provision of the Contract, or to exercise any option, right, or remedy herein contained, shall not be construed as a waiver or a relinquishment for the future of such term, provision, option, right, or remedy, but the same shall continue in full force and effect. Any waiver must be expressly stated in writing and signed by the waiving party.

Any provisions requiring the University to waive any rights, claims or defenses is hereby deleted.

33. SUBSEQUENT FORMS: The terms and conditions contained in the Contract shall supersede any and all subsequent terms and conditions which may appear on any form documents submitted by Vendor to the University such as price lists, order forms, invoices, sales agreements, or maintenance agreements, and includes internet websites or other electronic documents. Acceptance or use of Vendor�s forms does not constitute acceptance of the terms and conditions contained thereon.

34. ASSIGNMENT: Neither the Contract nor any monies due, or to become due hereunder, may be assigned by the Vendor without the express written consent of the University and any other government or office that may be required to approve such assignments.

The Vendor agrees not to assign the Contract to any person or entity without the State's prior written consent, which will not be unreasonably delayed or denied. The State reserves the right to assign this Contract to another State agency, board or commission upon thirty (30) days written notice to the Vendor.

These restrictions do not apply to the payments made by the State. Any assignment will not become effective and binding upon the State until the State is notified of the assignment, and the State and Vendor execute a change order to the Contract.

35. WARRANTY: The Vendor expressly warrants that the goods and/or services covered by the Contract will: (a) conform to the specifications, drawings, samples, or other description furnished or specified by the University; (b) be merchantable and fit for the purpose intended; and (c) be free from defect in material and workmanship.

36. UNIVERSITY EMPLOYEES: University employees are not permitted to utilize the Contract for personal use and the Vendor is prohibited from permitting or facilitating the same.

37. PRIVACY, SECURITY, AND CONFIDENTIALITY: The Vendor agrees that it will not disclose to anyone, directly or indirectly, any such personally identifiable information or other confidential information gained from the University, unless the individual who is the subject of the information consents to the disclosure in writing or the disclosure is made pursuant to the University�s policies, procedures, and rules.

Proposals are NOT to be marked as confidential or proprietary Any Provisions regarding confidential treatment or non-disclosure of the terms and conditions of the Contract are hereby deleted. State contracts are public records under the West Virginia Freedom of Information Act (�FOIA�) (W.Va. Code §29B-1-1, et.

seq.) and public procurement laws. This Contract and other public records may be disclosed without notice to the vendor at the University�s sole discretion. The University shall not be liable in any way for disclosure of any such records

Any provisions regarding confidentiality of or non-disclosure related to contract performance are only effective to the extent they are consistent with FOIA and incorporated into the Contract through a separately approved and signed non-disclosure agreement.

38. YOUR SUBMISSION IS A PUBLIC DOCUMENT: Vendor�s entire response to the Solicitation and the resulting Contract are public documents. As public documents, they will be disclosed to the public following the bid/proposal opening or award of the contract, as required by the competitive bidding laws of W. Va. Code §18B-5-4 and the Freedom of Information Act in W.Va. Code Chapter 29B.

DO NOT SUBMIT MATERIAL YOU CONSIDER TO BE CONFIDENTIAL,

CONTAINING A TRADE SECRET(S), OR IS OTHERWISE NOT SUBJECT TO

PUBLIC DISCLOSURE.

Submission of any bid, proposal, or other document to the Marshall University Office of Purchasing constitutes your explicit consent to the subsequent public disclosure of the bid, proposal, or document.

39. LICENSING: Vendor must be licensed and in good standing in accordance with any and all state and local laws and requirements by any state or local University of West Virginia, including, but not limited to, the West Virginia Secretary of State�s Office, the West Virginia Tax Department, West Virginia Insurance Commission, or any other state University or political subdivision. Upon request, the Vendor must provide all necessary releases to obtain information to enable the University to verify that the Vendor is licensed and in good standing with the above entities.

40. ANTITRUST: In submitting a bid to, signing a contract with, or accepting an Award Document from Marshall University, the Vendor agrees to convey, sell, assign, or transfer to the University all rights, title, and interest in and to all causes of action it may now or hereafter acquire under the antitrust laws of the United States and the State of West Virginia for price fixing and/or unreasonable restraints of trade relating to the particular commodities or services purchased or acquired by Marshall University. Such assignment shall be made and become effective at the time the University tenders the initial payment to Vendor.

41. THIRD-PARTY SOFTWARE: If this Contract contemplates or requires the use of third-party software, the vendor represents that none of the mandatory click-through, unsigned, or web-linked terms and conditions presented or required before using such third-party software conflict with any term of this Addendum or that is has the authority to modify such third-party software's terms and conditions to be subordinate to this Addendum. The Vendor shall indemnify and defend the State against all claims resulting from an assertion that such third-party terms and conditions are not in accord with, or subordinate to, this Addendum.

42. RIGHT TO REPOSSESSION NOTICE: Any provision for repossession of equipment without notice is hereby deleted. However, the State does recognize a right of repossession with notice.

43. VENDOR CERTIFICATIONS: By signing its bid or entering into the Contract, Vendor certifies (1) that its bid or offer was made without prior understanding, agreement, or connection with any corporation, firm, limited liability company, partnership, person or entity submitting a bid or offer for the same material, supplies, equipment or services; (2) that its bid or offer is in all respects fair and without collusion or fraud; (3) that the Contract is accepted or entered into without any prior understanding, agreement, or connection to any other entity that could be considered a violation of law; and (4) that it has reviewed the Contract in its entirety; understands the requirements, terms and conditions, and other information contained herein. Vendor�s signature on its bid or offer also affirms that neither it nor its representatives have any interest, nor shall acquire any interest, direct or indirect, which would compromise the performance of its services hereunder. Any such interests shall be promptly presented in detail to the University. The individual signing this bid or offer on behalf of Vendor certifies that he or she is authorized by the Vendor to execute this bid or offer or any documents related thereto on Vendor�s behalf; that he or she is authorized to bind the Vendor in a contractual relationship; and that, to the best of his or her knowledge, the Vendor has properly registered with the all State agencies as required.

44. VENDOR RELATIONSHIP: The relationship of the Vendor to the University shall be that of an independent contractor and no principal-agent relationship or employer-employee relationship is contemplated or created by the Contract. The Vendor as an independent contractor is solely liable for the acts and omissions of its employees and agents.