158-27-048 Bid Response and Contract.pdf

CONFIDENTIAL

This public body does not discriminate against faith-based organizations in accordance with the Code of Virginia, § 2.2-4343.1 or against a supplier or offeror because of race, religion, color, sex, national origin, age, disability, sexual orientation, gender identity, political affiliation, or veteran status or any other basis prohibited by state law relating to discrimination in employment. Faith-based organizations may request that the issuing agency not include subparagraph 1.f in General Terms and Condition C. Such a request shall be in writing and explain why an exception should be made.

SUPPLIER BID RESPONSE & CONTRACT

Contract # 158-27-048

For

Tax Information Reporting and Filing Services

Issue Date: August 26, 2026

Bid Due Date/Time: September 9, 2026

Period of Contract: Three (3) years, with two (2) optional one (1) year renewal periods

Single Point of Contact (SPOC): Kim Palmer, Strategic Sourcing and Contract Analyst II

SPOC E-mail Address: kpalmer@varetire.org

VIRGINIA RETIREMENT SYSTEM (VRS)

1200 E Main Street Richmond, VA 23219

158-27-048 – VRS Tax Information Reporting and Filing Services

Supplier Checklist The intent of this checklist is to assist the Supplier in providing a complete bid response. It is the responsibility of the Supplier to read the entire solicitation and seek clarification as needed.

☐ Company information completed and included with bid response (refer to page 3 of Supplier Bid Response & Contract document).

☐ Bid contains signature by person legally authorized to bind the bid to a contract. Electronic signature is fine.

☐ Payment Schedule completed (refer to Section VI of the Supplier Bid Response & Contract document).

☐ Bid Submission:

☐ Completed Supplier Bid Response & Contract document, including all Appendices (listed below), with the file titled: [Company Name] – 158-27-048 2027 VRS Tax Information Reporting and Filing Services Bid.

• Appendix A: Authorization to Transact Business in the Commonwealth of Virginia form completed and included in Supplier Bid Response & Contract document.

• Appendix B: Commonwealth of Virginia Substitute W-9 completed and included in Supplier Bid Response & Contract document.

• Appendix C: Supplier Reference and Data Sheet form completed and included in Supplier Bid Response & Contract document.

• Appendix D: Small Business Subcontracting Plan form completed and included in Supplier Bid Response & Contract document.

☐ Appendix E: VRS Security Compliance Requirement Information does not need to be completed and submitted is solely for reference in preparation of a bid.

BID RESPONSE & CONTRACT

Issue Date: August 26, 2026

Title: Tax Information Reporting and Filing Services

The Supplier shall not include or submit any forms and/or agreements requiring VRS signature with bid or after any resulting contract as a result of this bid process. Modifications of or additions to any of the terms and conditions herein will result in a non-responsive bid with no consideration for award. This solicitation and any resulting Statement of Works represents the Entire Agreement with VRS for the services described herein.

Announcement of Award: §2.2-4300 et seq.:

Upon the award or the announcement of the decision to award a contract, from this solicitation, VRS will post such notice on the DGS/DPS eVA website (http://www.eva.virginia.gov) for a minimum of 10 days.

In Compliance with this Solicitation and to all the conditions imposed therein and hereby incorporated by reference, the undersigned offers and agrees to furnish the goods/services at the prices indicated in Section VI, Pricing Schedule.

SUPPLIER INFORMATION

Name and Address of Firm Authorized Representative of Firm

By:

(signature)

Name:

(please print) eVA Vendor ID: Title:

DUNS#: Date:

Telephone #: Telephone:

Fax # Email:

http://www.eva.virginia.gov/

Table of Contents

I. DEFINITIONS

II. PURPOSE & BACKGROUND

III. SUBMISSION OF BIDS

IV. PERIOD OF PERFORMANCE

V. REQUIREMENTS & SCOPE OF WORK

VI. PAYMENT SCHEDULE

VII. GENERAL TERMS AND CONDITIONS

VIII. SPECIAL TERMS AND CONDITIONS

APPENDICES

APPENDICES

APPENDIX A: AUTHORIZATION TO TRANSACT BUSINESS IN THE COMMONWEALTH OF VIRGINIA

APPENDIX B: COMMONWEALTH OF VIRGINIA SUBSTITUTE W9 FORM

APPENDIX C: SUPPLIER REFERENCE AND DATA SHEET

APPENDIX D: SMALL BUSINESS SUBCONTRACTING PLAN

APPENDIX E: VRS SECURITY COMPLIANCE REQUIREMENT INFORMATION

I. DEFINITIONS

"Breach" means, in the context of a data breach, any suspected or confirmed unauthorized access to, acquisition of, use of, disclosure of, modification of, or destruction of VRS Confidential Information, whether or not such event has been confirmed to have resulted in actual harm.

“Supplier” includes the Supplier’s directors, officers, employees, subcontractors, consultants, agents, and any other individuals or entities acting on behalf of, under the direction of, or with the authority of Supplier, whether such authority is express, implied, or apparent.

“Confidential Information” means any information or compilation of information in any form (paper, electronic, digital, etc.) where any release of such information in whole or in part through loss, unauthorized access, unauthorized modification, misuse or improper release could adversely affect VRS, its programs, or its stakeholders, including staff, employers, members, annuitants, the Commonwealth, its citizens, and other affiliated individuals or organizations. Confidential Information also includes, but is not limited to, personal information as defined by Va. Code § 2.2-3801. Personal information includes, but is not limited to, any record that contains a personal identifier, such as:

a. Name;

b. Full or partial Social Security number;

c. Driver’s license number;

d. Home address and telephone number;

e. Medical information;

f. Retirement account balances or other retirement information;

g. Mother’s maiden name;

h. Complete birth date;

i. Financial information;

j. Credit card or debit card information;

k. Agency-issued identification number; and

l. Unique biometric data.

Information is not considered Confidential Information if:

1) Supplier can demonstrate the information was in its possession prior to execution of this Contract;

2) The information is or becomes generally available in the public domain without breach of this

Contract;

3) The information becomes lawfully available to Supplier from a source other than VRS without any obligation of confidentiality owed to VRS by such source;

4) The information is independently developed by the Supplier without access to or reliance on the VRS’ information; or

5) The information is disclosed by Supplier with VRS’ prior written approval.

II. PURPOSE & BACKGROUND

The Virginia Retirement System, referred to here as “VRS” or the “Agency”, is an independent state agency based in Richmond, Virginia which delivers retirement and other benefits to covered Virginia public sector employees through sound financial stewardship and superior customer service.

The purpose and intent of this Invitation for Bids is to solicit bids to establish a contract with a qualified Supplier for a tax information reporting and filing solution.

Virginia Retirement System (VRS) administers benefit and payment programs that require annual reporting of taxable payments to recipients and the Internal Revenue Service (IRS), Social Security Administration (SSA), and the Commonwealth of Virginia (COV) state tax authorities. VRS currently issues tax forms including but not limited to Form W-2, Form 1099-R, Form 1099-MISC, and Form 1099-NEC.

VRS anticipates that the annual volumes of each of the forms listed above are approximately:

Form Type Estimated Volume

1099-R 270,000

1099-MISC / NEC 100

W-2 56,000

Total Forms 326,100

VRS seeks a qualified tax information reporting and filing service provider to provide a comprehensive tax reporting solution capable of supporting high-volume form generation, electronic filing and recipient distribution; supporting data ingestion from VRS systems and data validation; and performing filing with federal and state authorities without requiring use of the vendor’s payroll or payment platform.

III. SUBMISSION OF BIDS

All Suppliers shall submit bids either by mail or electronically through eVA by the due date and time. If submitting a bid electronically, the Supplier must be registered in eVA to submit an electronic response. Supplier must submit one complete copy of the response including all appendices and exhibits.

If paper bids are mailed or hand-delivered, the Supplier shall send the bid directly to VRS at the address provided below using the instructions outlined in Section VII: Special Terms and Conditions, sub-section G: Identification of Bid Envelope.

1200 East Main Street, Richmond, VA 23219

The following are instructions for submitting an electronic proposal through eVA:

a. Go to www.eva.virginia.gov

b. Click on “I Sell To Virginia”

c. Click on “eVA Supplier Training”

d. Click on “Viewing and Responding to Solicitations Video”

Supplier should contact eVA Customer Care at 1-866-289-7367 if submitting a bid electronically with any questions on how to respond to an open solicitation.

IV. PERIOD OF PERFORMANCE

The term of this Contract shall be for three (3) years from the date of award, with two (2) optional one (1) year renewal periods.

V. REQUIREMENTS & SCOPE OF WORK

A. SPECIFIC SUPPLIER QUALIFICATIONS/REQUIREMENTS

http://www.eva.virginia.gov/

i. Supplier shall comply with applicable federal and state data security standards and requirements, including for handling Confidential Information (as defined in Section I) and tax reporting data, including the following:

i. SOC 2 Type II certification,

ii. encryption of data in transit and at rest,

iii. secure authentication and access controls, and

iv. incident response procedures.

ii. Supplier shall have and maintain IRS authorized electronic filing provider status.

iii. Supplier shall adhere to VRS security compliance standards and requirements outlined in Appendix E.

Adherence shall be determined by successful completion of a VRS security review.

B. SCOPE OF WORK

Platform/Solution

i. Supplier shall provide a platform that includes the following enabled functionalities for VRS tax filing and reporting needs:

• Secure ingestion of VRS tax reporting data in existing and commonly used tax reporting formats

(examples of data include payee name; payee address; payee taxpayer identification number, social security number, or employer identification number; distribution amounts; withholding information;

and tax codes) through one or more of the following methods: Secure file transfer (SFTP), API integration, encrypted batch file upload, and/or standardized templates (CSV/XML).

• Conversion, transformation, mapping, or otherwise processing of VRS tax reporting files (such as IRS Publication 1220 fixed width file formats) into the current IRS required format (for example, IRIS XML format) and specifications necessary to ensure successful e-filing, without requiring VRS to redesign its source file.

• Processing of 100,000+ annual forms.

• Generation of required tax forms that comply with current IRS and SSA specifications, including Form

1099-R, Form 1099-MISC, Form 1099-NEC, and Form W-2.

• Electronic filing (e-filing) for all forms with the IRS (via IRIS), the SSA for W-2 reporting, and applicable

Virginia state tax agencies.

• Record validation as well as identification and resolution of formatting errors prior to e-filing submission.

• Automated or On-Demand reporting and tracking, with all reports, audit logs, and tracking and confirmation documents provided in exportable formats or available through a secure web portal, including for:

o Document submission tracking.

o Filing confirmations for all e-filed forms.

o Pre-filing control totals and reconciliation reports with sufficient detail for VRS to reconcile the processed population to VRS source data prior to the submission of forms, where the totals and reports include, at a minimum, record counts, applicable taxable amounts, and federal and state withholding totals by form type and tax year.

o Error reports identifying validation errors detected prior to submission and corrections made, as well as any filing errors or rejections received from taxing authorities after submission detailing reasons for rejection, corrective actions taken, and final filing resolution status.

o Audit logs documenting all processing and filing activities with sufficient detail to support compliance, operational review, and audit requirement, including a minimum of: user or system details and actions, timestamps of activities, the form type and tax year, file receipt, data validation, submissions and their status, corrections and updates, any re-submissions, final filing status, confirmation or acknowledgement numbers from taxing authorities, and recipient delivery status.

• Re-submission functionality for rejected e-filing submission once corrections are made.

• Generation of recipient copies for all required tax forms in PDF format. At this time, VRS does not require print, mail, or electronic distribution services.

• Ability to handle form corrections and amendments after acceptance of submission to the taxing authority including corrected 1099 filings, amended W-2 filings, IRS correction submissions, and recipient corrected forms.

• Validation of bulk taxpayer identification numbers (TIN) and TIN matching, reporting the matching status and applicable mismatch or error information for any submitted records to VRS.

• Validation and standardization of address information using automated processes, including identifying and reporting records that contain invalid, incomplete, or potentially undeliverable addresses.

• Duplicate detection for records input by VRS.

• Validation of forms for IRS compliance.

• Batch testing of files prior to submission.

Implementation and Support

i. Supplier shall develop and submit to VRS an implementation plan including a complete timeline, production deployment schedule, and testing procedures.

ii. Supplier shall conduct a one-time end-to-end testing or training session prior to VRS implementation using VRS test files.

iii. Supplier shall provide customer support for the solution provided under this scope of work, including escalation procedures.

VI. PAYMENT SCHEDULE

VRS anticipates estimated annual volumes of each of the forms as outlined in the following table:

Form Type Estimated Volume

1099-R 270,000

1099-MISC / NEC 100

W-2 56,000

Total Forms 326,100

The Supplier will provide the Scope of Work based on fixed unit pricing according to the table below. The total cost for the Scope of Work is also provided below. These are estimated numbers and may change based on the actual needs of VRS.

PER-FORM PRICING

Per-Form Type Description Per Unit Cost Estimated Number of Units Estimated Total Cost

1099-R Filing 1099-MISC Filing 1099-NEC Filing W-2 Federal Filing Corrections Processing Estimated Total

FIXED PRICING

Fixed Cost Description One-Time Cost Implementation Costs

ESTIMATED GRAND TOTALS

Description Estimated Costs Total Estimated Per-Form Pricing Cost Total One-Time Implementation Costs Estimated Grand Total Cost:

VII. GENERAL TERMS AND CONDITIONS

A. APPLICABLE LAWS AND COURTS: This solicitation and any resulting contract 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 courts of the Commonwealth. The agency and the Supplier are encouraged to resolve any issues in controversy arising from the award of the contract or any contractual dispute using Alternative Dispute Resolution (ADR) procedures (Code of Virginia, § 2.2-4366). ADR procedures are described in Chapter 9 of the Vendors Manual.

The Supplier shall comply with all applicable federal, state and local laws, rules and regulations.

B. ANTI-DISCRIMINATION: Suppliers certify to the Commonwealth that they will conform to the provisions of the Federal Civil Rights Act of 1964, as amended, as well as the Virginia Fair Employment Contracting Act of 1975, as amended, where applicable, the Virginians With Disabilities Act, the Americans With Disabilities Act and § 2.2-4311 of the Virginia Public Procurement Act (VPPA). If the award is made to a faith-based organization, the organization shall not discriminate against any recipient of goods, services, or disbursements made pursuant to the contract on the basis of the recipient's religion, religious belief, refusal to participate in a religious practice, or on the basis of race, age, color, gender sexual orientation, gender identity, or national origin and shall be subject to the same rules as other organizations that contract with public bodies to account for the use of the funds provided; however, if the faith-based organization segregates public funds into separate accounts, only the accounts and programs funded with public funds shall be subject to audit by the public body. (Code of Virginia, § 2.2-4343.1E).

In every contract over $10,000 the provisions in 1. and 2. below apply:

1. During the performance of this contract, the Supplier agrees as follows:

a. The Supplier will not discriminate against any employee or applicant for employment because of race, religion, color, sex, sexual orientation, gender identity, national origin, age, disability, veteran status, status as military family, or any other basis prohibited by state law relating to discrimination in employment, except where there is a bona fide occupational qualification reasonably necessary to the normal operation of the Supplier. The Supplier agrees to post in conspicuous places, available to employees and applicants for employment, notices setting forth the provisions of this nondiscrimination clause.

b. The Supplier, in all solicitations or advertisements for employees placed by or on behalf of the Supplier, will state that such Supplier is an equal opportunity employer.

c. Notices, advertisements and solicitations placed in accordance with federal law, rule or regulation shall be deemed sufficient for the purpose of meeting the requirements of this section.

d. If the Supplier employs more than five employees, the Supplier shall (i) provide annual training on the Supplier’s sexual harassment policy to all supervisors and employees providing services in the Commonwealth, except such supervisors or employees that are required to complete sexual harassment training provided by the Department of Human Resource Management, and (ii) post the Supplier’s sexual harassment policy in (a) a conspicuous public place in each building located in the Commonwealth that the Supplier owns or leases for business purposes and (b) the Supplier’s employee handbook.

e. The requirements of these provisions 1. and 2. are a material part of the contract. If the Supplier violates one of these provisions, the Commonwealth may terminate the affected part of this contract for breach, or at its option, the whole contract. Violation of one of these provisions may also result in debarment from State contracting regardless of whether the specific contract is terminated.

f. In accordance with Executive Order 61 (2017), a prohibition on discrimination by the Supplier, in its employment practices, subcontracting practices, and delivery of goods or services, on the basis of race, sex, color, national origin, religion, sexual orientation, gender identity, age, political affiliation, disability, or veteran status, is hereby incorporated in this contract.

2. The Supplier will include the provisions of 1. above in every subcontract or purchase order over $10,000, so that the provisions will be binding upon each subcontractor or vendor.

C. ETHICS IN PUBLIC CONTRACTING: Suppliers certify that their bids are made without collusion or fraud and that they have not offered or received any kickbacks or inducements from any other bidder, supplier, manufacturer or subcontractor in connection with their bid, and that they have not conferred on any public employee having official responsibility for this procurement transaction any payment, loan, subscription, advance, deposit of money, services or anything of more than nominal value, present or promised, unless consideration of substantially equal or greater value was exchanged.

D. IMMIGRATION REFORM AND CONTROL ACT OF 1986: By entering into a written contract with the

Commonwealth of Virginia, the Supplier certifies that the Supplier does not and shall not during the performance of the contract for goods and services in the Commonwealth, knowingly employ an unauthorized alien as defined in the federal Immigration Reform and Control Act of 1986.

E. DEBARMENT STATUS: Supplier certifies that they are not currently debarred by the Commonwealth of Virginia from submitting a response for the type of goods and/or services covered by this solicitation. Supplier further certifies that they are not debarred from filling any order or accepting any resulting order, or that they are an agent of any person or entity that is currently debarred by the Commonwealth of Virginia.

If a supplier is created or used for the purpose of circumventing a debarment decision against another supplier, the non-debarred supplier will be debarred for the same time period as the debarred supplier.

F. ANTITRUST: By entering into a contract, the Supplier conveys, sells, assigns, and transfers to the

Commonwealth of Virginia all rights, title and interest in and to all causes of action it may now have or hereafter acquire under the antitrust laws of the United States and the Commonwealth of Virginia, relating to the particular goods or services purchased or acquired by the Commonwealth of Virginia under said contract.

G. MANDATORY USE OF STATE FORM AND TERMS AND CONDITIONS FOR IFBs: Failure to submit a bid on the official state form provided for that purpose shall be a cause for rejection of the bid. Modification of or additions to any portion of the Invitation for Bids may be cause for rejection of the bid; however, the Commonwealth reserves the right to decide on a case by case basis, in its sole discretion, whether to reject such a bid as nonresponsive. As a precondition to its acceptance, the Commonwealth may, in its sole discretion, request that the supplier withdraw or modify nonresponsive portions of a bid which do not affect quality, quantity, price, or delivery. No modification of or addition to the provisions of the contract shall be effective unless reduced to writing and signed by the parties.

H. CLARIFICATION OF TERMS: If any prospective supplier has questions about the specifications or other solicitation documents, the prospective supplier should contact the buyer whose name appears on the face of the solicitation no later than five working days before the due date. Any revisions to the solicitation will be made only by addendum issued by the buyer.

I. PAYMENT:

1. To Prime Supplier:

a. Invoices for items ordered, delivered and accepted shall be submitted by the Supplier directly to

Accounts Payable at AccountsPayable@varetire.org. All invoices shall show the state contract number and/or purchase order number; social security number (for individual suppliers) or the federal employer identification number (for proprietorships, partnerships, and corporations).

b. Any payment terms requiring payment in less than 30 days will be regarded as requiring payment 30 days after invoice or delivery, whichever occurs last. This shall not affect offers of discounts for payment in less than 30 days, however.

c. All goods or services provided under this contract or purchase order, that are to be paid for with public funds, shall be billed by the contractor at the contract price, regardless of which public agency is being billed.

d. The following shall be deemed to be the date of payment: the date of postmark in all cases where payment is made by mail, or the date of offset when offset proceedings have been instituted as authorized under the Virginia Debt Collection Act.

e. Unreasonable Charges. Under certain emergency procurements and for most time and material purchases, final job costs cannot be accurately determined at the time orders are placed. In such cases, Suppliers should be put on notice that final payment in full is contingent on a determination of reasonableness with respect to all invoiced charges. Charges which appear to be unreasonable will be researched and challenged, and that portion of the invoice held in abeyance until a settlement can be reached. Upon determining that invoiced charges are not reasonable, the Commonwealth shall promptly notify the Supplier, in writing, as to those charges which it considers unreasonable and the basis for the determination. A Supplier may not institute legal action unless a settlement cannot be reached within thirty (30) days of notification. The provisions of this section do not relieve an agency of its prompt payment obligations with respect to those charges which are not in dispute (Code of Virginia, § 2.2- 4363).

2. To Subcontractors:

a. Within seven (7) days of the Supplier’s receipt of payment from the Commonwealth, a Supplier awarded a contract under this solicitation is hereby obligated:

i. To pay the subcontractor(s) for the proportionate share of the payment received for work performed by the subcontractor(s) under the contract; or

ii. To notify the agency and the subcontractor(s), in writing, of the Supplier’s intention to withhold payment and the reason.

b. The Supplier is obligated to pay the subcontractor(s) interest at the rate of one percent per month (unless otherwise provided under the terms of the contract) on all amounts owed by the Supplier that remain unpaid seven (7) days following receipt of payment from the Commonwealth, except for amounts withheld as stated in (2) above. The date of mailing of any payment by U. S. Mail is deemed to be payment to the addressee. These provisions apply to each sub-tier contractor performing under the primary contract. A Supplier’s obligation to pay an interest charge to a subcontractor may not be construed to be an obligation of the Commonwealth.

3. Each prime supplier who wins an award in which provision of a SWaM procurement plan is a condition to the award, shall deliver to the contracting agency or institution, on or before request for final payment, evidence and certification of compliance (subject only to insubstantial shortfalls and to shortfalls arising from subcontractor default) with the SWaM procurement plan. Final payment under the contract in question may be withheld until such certification is delivered and, if necessary, confirmed by the agency or institution, or other appropriate penalties may be assessed in lieu of withholding such payment.

4. The Commonwealth of Virginia encourages Suppliers and subcontractors to accept electronic and credit card payments.

J. PRECEDENCE OF TERMS: The following General Terms and Conditions VENDORS MANUAL, APPLICABLE LAWS AND COURTS, ANTI-DISCRIMINATION, ETHICS IN PUBLIC CONTRACTING, IMMIGRATION REFORM AND CONTROL ACT OF 1986, DEBARMENT STATUS, ANTITRUST, MANDATORY USE OF STATE FORM AND TERMS AND CONDITIONS, CLARIFICATION OF TERMS, PAYMENT shall apply in all instances. In the event there is a conflict between any of the other General Terms and Conditions and any Special Terms and Conditions in this solicitation, the Special Terms and Conditions shall apply.

K. QUALIFICATIONS OF SUPPLIERS: The Commonwealth may make such reasonable investigations as deemed proper and necessary to determine the ability of the supplier to perform the services/furnish the goods and the supplier shall furnish to the Commonwealth all such information and data for this purpose as may be requested. The Commonwealth reserves the right to inspect supplier’s physical facilities prior to award to satisfy questions regarding the supplier’s capabilities. The Commonwealth further reserves the right to reject any bid if the evidence submitted by, or investigations of, such supplier fails to satisfy the Commonwealth that such supplier is properly qualified to carry out the obligations of the contract and to provide the services and/or furnish the goods contemplated therein.

L. TESTING AND INSPECTION: The Commonwealth reserves the right to conduct any test/inspection it may deem advisable to assure goods and services conform to the specifications.

M. ASSIGNMENT OF CONTRACT: A contract shall not be assignable by the Supplier in whole or in part without the written consent of the Commonwealth.

N. CHANGES TO THE CONTRACT: Changes can be made to the contract in any of the following ways:

1. The parties may agree in writing to modify the terms, conditions, or scope of the contract. Any additional goods or services to be provided shall be of a sort that is ancillary to the contract goods or services, or within the same broad product or service categories as were included in the contract award. Any increase or decrease in the price of the contract resulting from such modification shall be agreed to by the parties as a part of their written agreement to modify the scope of the contract.

2. The Purchasing Agency may order changes within the general scope of the contract at any time by written notice to the Supplier. Changes within the scope of the contract include, but are not limited to, things such as services to be performed, the method of packing or shipment, and the place of delivery or installation. The Supplier shall comply with the notice upon receipt, unless the contractor intends to claim an adjustment to compensation, schedule, or other contractual impact that would be caused by complying with such notice, in which case the Supplier shall, in writing, promptly notify the Purchasing Agency of the adjustment to be sought, and before proceeding to comply with the notice, shall await the Purchasing Agency’s written decision affirming, modifying, or revoking the prior written notice. If the Purchasing Agency decides to issue a notice that requires and adjustment to compensation, the contractor shall be compensated for any additional costs incurred as the result of such order and shall give the Purchasing Agency a credit for any savings. Said compensation shall be determined by one of the following methods:

a. By mutual agreement between the parties in writing; or

b. By agreeing upon a unit price or using a unit price set forth in the contract, if the work to be done can be expressed in units, and the Supplier accounts for the number of units of work performed, subject to the Purchasing Agency’s right to audit the Supplier’s records and/or to determine the correct number of units independently; or

c. By ordering the Supplier to proceed with the work and keep a record of all costs incurred and savings realized. A markup for overhead and profit may be allowed if provided by the contract.

The same markup shall be used for determining a decrease in price as the result of savings realized.

The Supplier shall present the Purchasing Agency with all vouchers and records of expenses incurred and savings realized. The Purchasing Agency shall have the right to audit the records of the contractor as it deems necessary to determine costs or savings. Any claim for an adjustment in price under this provision must be asserted by written notice to the Purchasing Agency within thirty (30) days from the date of receipt of the written order from the Purchasing Agency. If the parties fail to agree on an amount of adjustment, the question of an increase or decrease in the contract price or time for performance shall be resolved in accordance with the procedures for resolving disputes provided by the Disputes Clause of this contract or, if there is none, in accordance with the disputes provisions of the Commonwealth of Virginia Vendors Manual.

Neither the existence of a claim nor a dispute resolution process, litigation or any other provision of this contract shall excuse the Supplier from promptly complying with the changes ordered by the Purchasing Agency or with the performance of the contract generally.

O. DEFAULT: In case of failure to deliver goods or services in accordance with the contract terms and conditions, the Commonwealth, after due oral or written notice, may procure them from other sources and hold the Supplier responsible for any resulting additional purchase and administrative costs. This remedy shall be in addition to any other remedies which the Commonwealth may have.

P. TAXES: Sales to the Commonwealth of Virginia are normally exempt from State sales tax. State sales and use tax certificates of exemption, Form ST-12, will be issued upon request. Deliveries against this contract shall usually be free of Federal excise and transportation taxes. The Commonwealth’s excise tax exemption registration number is 54-73 0076K.

If sales or deliveries against the contract are not exempt, the Supplier shall be responsible for the payment of such taxes unless the tax law specifically imposes the tax upon the buying entity and prohibits the Supplier from offering a tax included price.

Q. INSURANCE: Supplier and any subcontractors will maintain the following insurance coverages during the entire term of the contract. All insurance coverages will be provided by insurance companies authorized to sell insurance in Virginia by the Virginia State Corporation Commission. Supplier will provide Certificates of Insurance upon request to substantiate its compliance with these requirements.

1. Workers’ Compensation – Statutory requirements and benefits. Coverage is compulsory for employers of three (3) or more employees, to include the employer. Suppliers who fail to notify the Commonwealth of increases in the number of employees that change their workers’ compensation requirements under the Code of Virginia during the course of this Contract shall be in noncompliance with the Contract.

2. Employer’s liability - $100,000.

3. Commercial General Liability - $1,000,000 per occurrence. Commercial General Liability is to include bodily injury and property damage, personal injury and advertising injury, products and completed operations coverage. The Commonwealth of Virginia must be named as an additional insured and so endorsed on the policy.

R. ANNOUNCEMENT OF AWARD: Upon the award or the announcement of the decision to award a contract as a result of this solicitation, the purchasing agency will publicly post such notice in eVA (www.eva.virginia.gov) for a minimum of 10 days.

S. DRUG-FREE WORKPLACE: Applicable for all contracts over $10,000:

During the performance of this contract, the Supplier agrees to (i) provide a drug-free workplace for the Supplier’s employees; (ii) post in conspicuous places, available to employees and applicants for employment, a statement notifying employees that the unlawful manufacture, sale, distribution, dispensation, possession, or use of a controlled substance or marijuana is prohibited in the Supplier’s workplace and specifying the actions that will be taken against employees for violations of such prohibition; (iii) state in all solicitations or advertisements for employees placed by or on behalf of the Supplier that the Supplier maintains a drug-free workplace; and (iv) include the provisions of the foregoing clauses in every subcontract or purchase order of over $10,000, so that the provisions will be binding upon each subcontractor or vendor.

For the purposes of this section, “drug-free workplace” means a site for the performance of work done in connection with a specific contract awarded to a supplier, the employees of whom are prohibited from engaging in the unlawful manufacture, sale, distribution, dispensation, possession or use of any controlled substance or marijuana during the performance of the contract.

T. NONDISCRIMINATION OF CONTRACTORS: A supplier shall not be discriminated against in the solicitation or award of this contract because of race, religion, color, sex, sexual orientation, gender identity, national origin, age, disability, faith-based organizational status, any other basis prohibited by state law relating to discrimination in employment or because the supplier employs ex-offenders unless the state agency, department or institution has made a written determination that employing ex-offenders on the specific contract is not in its best interest. If the award of this contract is made to a faith-based organization and an individual, who applies for or receives goods, services, or disbursements provided pursuant to this contract objects to the religious character of the faith-based organization from which the individual receives or would receive the goods, services, or disbursements, the public body shall offer the individual, within a reasonable period of time after the date of his objection, access to equivalent goods, services, or disbursements from an alternative supplier.

U. eVA BUSINESS-TO-GOVERNMENT VENDOR REGISTRATION, CONTRACTS, AND ORDERS: The eVA Internet electronic procurement solution, website portal www.eVA.virginia.gov, streamlines and automates government purchasing activities in the Commonwealth. The eVA portal is the gateway for suppliers to conduct business with state agencies and public bodies. All suppliers desiring to provide goods and/or services to the Commonwealth shall participate in the eVA Internet eProcurement solution by completing the free eVA Vendor Registration. All suppliers must register in eVA and pay the Vendor Transaction Fees specified below;

failure to register will result in the bid being rejected.

Vendor transaction fees are determined by the date the original purchase order is issued and the current fees are as follows:

a. For orders issued July 1, 2014 and after, the Vendor Transaction Fee is:

i. DSBSD-certified Small Businesses: 1%, capped at $500 per order.

ii. Businesses that are not DSBSD-certified Small Businesses: 1%, capped at $1,500 per order.

b. Refer to Special Term and Condition “eVA Orders and Contracts” to identify the number of purchase orders that will be issued as a result of this solicitation/contract with the eVA transaction fee specified above assessed for each order.

For orders issued prior to July 1, 2014 the vendor transaction fees can be found at www.eVA.virginia.gov.

The specified vendor transaction fee will be invoiced, by the Commonwealth of Virginia Department of General Services, typically within 60 days of the order issue date. Any adjustments (increases/decreases) will be handled through purchase order changes.

V. AVAILABILITY OF FUNDS: It is understood and agreed between the parties herein that the agency shall be bound hereunder only to the extent of the funds available or which may hereafter become available for the purpose of this agreement.

W. BID PRICE CURRENCY: Unless stated otherwise in the solicitation, suppliers shall state bid prices in US dollars.

X. AUTHORIZATION TO CONDUCT BUSINESS IN THE COMMONWEALTH: A Supplier organized as a stock or nonstock corporation, limited liability company, business trust, or limited partnership or registered as a registered limited liability partnership shall be authorized to transact business in the Commonwealth as a domestic or foreign business entity if so required by Title 13.1 or Title 50 of the Code of Virginia or as otherwise required by law. Any business entity described above that enters into a contract with a public body pursuant to the Virginia Public Procurement Act shall not allow its existence to lapse or its certificate of authority or registration to transact business in the Commonwealth, if so required under Title 13.1 or Title 50, to be revoked or cancelled at any time during the term of the contract. A public body may void any contract with a business entity if the business entity fails to remain in compliance with the provisions of this section.

Y. CIVILITY IN STATE WORKPLACES: The Supplier shall take all reasonable steps to ensure that no individual, while performing work on behalf of the Supplier or any subcontractor in connection with this agreement (each, a “Contract Worker”), shall engage in 1) harassment (including sexual harassment), bullying, cyber-bullying, or threatening or violent conduct, or 2) discriminatory behavior on the basis of race, sex, color, national origin, religious belief, sexual orientation, gender identity or expression, age, political affiliation, veteran status, or disability.

The Supplier shall provide each Contract Worker with a copy of this Section and will require Contract Workers to participate in agency training on civility in the State workplace if Supplier’s (and any subcontractor’s) regular mandatory training programs do not already encompass equivalent or greater expectations. Upon request, the Supplier shall provide documentation that each Contract Worker has received such training.

For purposes of this Section, “State workplace” includes any location, permanent or temporary, where a Commonwealth employee performs any work-related duty or is representing his or her agency, as well as surrounding perimeters, parking lots, outside meeting locations, and means of travel to and from these locations. Communications are deemed to occur in a State workplace if the Contract Worker reasonably should know that the phone number, email, or other method of communication is associated with a State workplace or is associated with a person who is a State employee.

The Commonwealth of Virginia may require, at its sole discretion, the removal and replacement of any Contract Worker who the Commonwealth reasonably believes to have violated this Section.

This Section creates obligations solely on the part of the Supplier. Employees or other third parties may benefit incidentally from this Section and from training materials or other communications distributed on this topic, but the Parties to this agreement intend this Section to be enforceable solely by the Commonwealth and not by employees or other third parties.

Z. CONTRACT EXTENSIONS: In the event that the original term and all renewals of this contract expire prior to the award for a new contract for similar goods and/or services, the Commonwealth of Virginia may, with written consent of the Supplier, extend this contract for such a period as may be necessary to afford the Commonwealth of Virginia a continuous supply of the identified goods and/or services.

AA. FORCED OR INDENTURED CHILD LABOR: Applicable in all solicitations and contracts over $10,000:

During the performance of this contract the use of forced or indentured child labor is prohibited. Any Prime Supplier shall include such prohibition in every subcontract that exceeds $10,000 and shall be binding upon each subcontractor or vendor.

For the purposes of this section, “forced or indentured child labor” means all work or service exacted from any person younger that 18 years of age under the menace of any penalty for the nonperformance of such work or service and for which such person does not offer himself voluntarily or performed by any person younger than 18 years of age pursuant to a contract the enforcement of which can be accomplished by process or penalties.

BB. ACCESSIBILITY

1. Compliance Requirement. All information and communications technology (ICT) purchased or upgraded pursuant to this Contract for use by any covered entity of the Commonwealth shall comply with the Information Technology Access Act, §§ 2.2-3500 through § 2.2-3501.

2. Certification or Documentation. For ICT delivered under this Contract that will be used by a covered entity of the Commonwealth or made available to the public, Supplier must certify that the ICT conforms with “accessibility”, as that term is defined in Virginia Code § 2.2-3501. If the Supplier cannot certify full conformance of accessibility, the Supplier must provide:

a) Supplier-paid and completed Accessibility Conformance Report (as that term is defined in Virginia Code

§ 2.2-3501) indicating the level of conformance with accessibility for the ICT being procured; and

b) A Supplier-paid and completed Vendor Accessibility Roadmap (as that term is defined in Virginia Code

§ 2.2-3501) documenting any areas of nonconformance and including a timeline for each nonconforming area’s completion.

3. No Waiver of Supplier Obligations. Consistent with 28 C.F.R. § 35.201 and 36 C.F.R. Part 1194, Appendix A, § E202, the covered entity of the Commonwealth may, in its sole discretion, procure non-accessible ICT, if dsuch procurement does not result in individuals with disabilities being denied the benefit of any program, service, or activity. This discretion does not waive Supplier’s obligations to comply with accessibility requirements and provide required certifications or documentation.

VIII. SPECIAL TERMS AND CONDITIONS

A. AUDIT: The Supplier shall retain all books, records, and other documents relative to this contract for five (5) years after final payment, or until audited by the Commonwealth of Virginia, whichever is sooner. The agency, its authorized agents, and/or state auditors shall have full access to and the right to examine any of said materials during said period.

B. AWARD OF CONTRACT: An award will be made to the lowest responsive and responsible Supplier. Evaluation will be based on net prices. Unit prices, extensions and grand total must be shown. In case of arithmetic errors, the unit price will govern. If cash discount for prompt payment is offered, it must be clearly shown in the space provided. Discounts for prompt payment will not be considered in making awards. The State reserves the right to reject any and all bids in whole or in part, to waive any informality, and to delete items prior to making an award. Award shall be contingent upon Supplier’s successful completion of VRS security compliance review. Examples of the VRS security review document is attached for reference as Appendix E.

C. CANCELLATION OF CONTRACT: The purchasing agency reserves the right to cancel and terminate any resulting contract, in part or in whole, without penalty, upon 60 days written notice to the Supplier. Any contract cancellation notice shall not relieve the Supplier of the obligation to deliver and/or perform on all outstanding orders issued prior to the effective date of cancellation.

D. RENEWAL OF CONTRACT: This contract may be renewed by the Commonwealth upon written agreement of both parties for two successive one-year periods, under the terms of the current contract, and at a reasonable time (approximately 90 days) prior to the expiration.

E. BID ACCEPTANCE PERIOD: Any bid in response to this solicitation shall be valid for 90 days. At the end of the

90 days, the bid may be withdrawn at the written request of the Supplier. If the bid is not withdrawn at that time, it remains in effect until an award is made or the solicitation is canceled.

F. BID PRICES: Bid shall be in the form of a firm unit price for each item during the contract period.

G. IDENTIFICATION OF BID ENVELOPE: If a special envelope is not furnished, or if return in the special envelope is not possible, the signed bid should be returned in a separate envelope or package, sealed and identified as follows:

From: ______________________________ ______________________ ___________ Name of Bidder Due Date Time

Street or Box Number IFB No.

City, State, Zip Code IFB Title

DSBSD-certified Micro Business or Small Business No. _________________

Name of Contract/Purchase Officer or Buyer _________________________

H. SUBMISSION OF SMALL BUSINESS SUBCONTRACTING PLAN, EVIDENCE OF COMPLIANCE WITH SMALL

BUSINESS SUBCONTRACTING PLAN, AND SUBCONTRACTOR REPORTING:

A. Submission of Small Business Subcontracting Plan: It is the statewide goal of the Commonwealth that 42% of its purchases be made from small businesses certified by DSBSD. This includes discretionary spending in prime contracts and subcontracts. All Suppliers are required to submit a Small Business Subcontracting Plan. The Supplier is encouraged to offer such subcontracting opportunities to DSBSD-certified small businesses. This shall include DSBSD-certified women-owned and minority-owned businesses and businesses with DSBSD service-disabled veteran-owned status when they have also received DSBSD small business certification. Where it is not practicable for any portion of the goods/services to be subcontracted to other suppliers, the Supplier shall note such on the Small Business Subcontracting Plan. No Supplier or subcontractor shall be considered a small business unless certified as such by the Department of Small Business and Supplier Diversity (DSBSD) by the due date for receipt of bids.

B. Evidence of Compliance with Small Business Subcontracting Plan: Each prime supplier who wins an award in which provision of a small business subcontracting plan is a condition of the award, shall deliver to the contracting agency or institution monthly reports substantiating compliance in accordance with the small business subcontracting plan. If a variance exists, the Supplier shall provide a written explanation. A subcontractor shall be considered a Small Business for purposes of a contract if and only if the subcontractor holds a certification as such by the DSBSD. Payment(s) may be withheld until the purchasing agency confirms that the Supplier has certified compliance with the Supplier’s submitted Small Business Subcontracting Plan or is in receipt of a written explanation of the variance. The agency or institution reserves the right to pursue other appropriate remedies for non-compliance to include, but not be limited to, termination for default.

C. Prime Supplier Subcontractor Reporting:

1. Each prime Supplier who wins an award greater than $100,000, shall deliver to the contracting agency or institution on a monthly basis, all applicable information for each subcontractor listed on the Small Business Subcontracting Plan that are DSBSD-certified businesses or Employment Services Organizations (ESOs). The Supplier shall furnish the applicable information to the purchasing office via the Subcontractor Payment Reporting tool accessible within the Supplier’s eVA account.

2. In addition each prime supplier…