2024-012, IFB, Fresh Fruits and Vegetables.pdf

COMMONWEALTH OF VIRGINIA

SOUTHERN VIRGINIA MENTAL HEALTH INSTITUTE

382 TAYLOR DRIVE

DANVILLE, VIRGINIA 24541

Robin D. Crews, MBA Voice/TDD: (434) 799-6220 Director Facsimile: (434) 791-5403

INVITATION FOR BIDS: 2024-012

ISSUE DATE: February 16, 2024

TITLE: Fresh Fruits and Vegetables

OPTIONAL PRE-BID CONFERENCE: March 4, 2024, at 11:00 a.m. in the B.J. Library, Room C2.

SEALED BIDS DUE BY: March 18, 2024, at 3:00 p.m. in the Materiel Management Office, Room A24

CONTENTS

Section Page #

1. PURPOSE Page 4

2. SCOPE OF SERVICES Pages 4 - 5

3. PRE-BID CONFERENCE Page 5

4. METHOD OF PAYMENT Page 5

5. PRICING SCHEDULE Page 5

6. CONTRACTOR’S DATA SHEET Page 6

7. GENERAL TERMS AND CONDITIONS Page 7-13

8. SPECIAL TERMS AND CONDITIONS Page 14-15

9. ATTACHMENTS Pages 16-23

ATTACHMENT 1: SPECIAL BID AND

CONTRACT REQUIREMENTS Pages 16-19

ATTACHMENT 2: SECURITY RULES AND REGULATIONS Page 20

ATTACHMENT 4: SMALL BUSINESS SUBCONTRACTING PLAN Pages 21 – 22

ATTACHMENT 5: STATE CORPORATION COMMISSION FORM Page 23

IFB #2024-012

ISSUE DATE: February 16, 2024

TITLE: FRESH FRUITS AND VEGETABLES

COMMODITY CODE: 39028, 39084, 39000

ISSUING AGENCY: COMMONWEALTH OF VIRGINIA

SOUTHERN VIRGINIA MENTAL HEALTH INSTITUTE

ATTN: AMANDA H HOWELL, VCO, VCA, PURCHASING DIRECTOR

382 TAYLOR DRIVE

DANVILLE, VA 24541

PERIOD OF CONTRACT: 4/1/2024 THROUGH 3/31/2025 WITH (4) FOUR ONE-YEAR RENEWALS

Optional Pre-Bid Conference: An optional Pre-Bid Conference will be held on March 4, 2024, at 11:00 a.m. in the B.J. Library, Room C2. (Reference Section 3, page 5).

Sealed bids shall be received at the Agency until 3:00 p.m. on March 18, 2024, for furnishing the services described herein. Sealed Bids shall be opened in public at the Agency after 3:00 p.m. on March 18, 2024. If bids are mailed, send directly to the Issuing Agency shown above.

All inquires should be directed to Amanda H. Howell, Purchasing Director, at (434) 773-4242.

IN COMPLIANCE WITH THIS INVITATION FOR BIDS AND TO ALL THE CONDITIONS IMPOSED HEREIN, THE

UNDERSIGNED OFFERS AND AGREES TO FURNISH THE SERVICES AT THE PRICES INDICATED ON ATTACHMENT

#1, PAGES 17-19.

BY MY SIGNATURE BELOW, I CERTIFY THAT THIS PERSON/FIRM/CORPORATION IS NOT CURRENTLY BARRED

FROM BIDDING ON CONTRACTS BY ANY AGENCY OF THE COMMONWEALTH OF VIRGINIA, NOR IS THIS

PERSON/FIRM/CORPORATION A PART OF ANY FIRM/CORPORATION THAT IS CURRENTLY BARRED FROM BIDDING

ON CONTRACTS BY ANY AGENCY OF THE COMMONWEALTH OF VIRGINIA. WE HAVE ATTACHED AN

EXPLANATION OF ANY PREVIOUS DEBARMENT(S) AND COPIES OF NOTICE(S) OF REINSTATEMENTS.

NAME AND ADDRESS OF FIRM

___________________________________________ DATE:_____________________________________________

___________________________________________ BY: _____________________________________________

SIGNATURE IN INK

_____________________ZIP CODE_____________ TITLE:____________________________________________ eVA Vendor ID or DUNS #.___________________ PH. NO. (____)________________FAX NO. (___)_________

Please check applicable business entity:

Contractor ___IS ___IS NOT certified as a micro business by the Virginia Department of Small Business and Supplier Diversity.

Contractor ___IS ___IS NOT certified as a small business by the Virginia Department of Small Business and Supplier Diversity.

Contractor ___IS ___IS NOT certified as a minority-owned business by the Virginia Department of Small Business and Supplier Diversity.

Contractor ___IS ___IS NOT certified as a woman-owned business by the Virginia Department of Small Business and Supplier Diversity.

Note: This public body does not discriminate against faith-based organizations in accordance with the Code of Virginia, § 2.2-4343.1 or against a bidder 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 in that invitation to bid or request for proposal.

RETURN ENTIRE PACKAGE

1. PURPOSE:

The Southern Virginia Mental Health Institute (SVMHI), a 72-bed psychiatric facility of the Department of Behavioral

Health and Developmental Services of the Commonwealth of Virginia, plans to establish a one-year contract (extendible for four successive one-year periods) for the provision of fresh produce.

2. SCOPE OF SERVICES:

2.1 GENERAL REQUIREMENTS:

This contract is for the delivery of fresh produce to SVMHI twice per week throughout the year. Award of this contract shall be made to the lowest responsible, responsive bidder based upon the TOTAL BASE BID indicated on Page 19 of

Attachment #1.

During the contract term and any and all extensions, the contractor shall provide the goods/services described in the contract. The contractor understands and agrees that this is a requirements contract and that SVMHI shall have no obligation to the contractor if no goods/services are required. Any quantities that are included in the scope of work reflect the current expectations of SVMHI. The quantities indicated are an estimate only and SVMHI is under no obligation to the contractor to buy any amount of the goods/services as a result of having provided this estimate or of having any typical or measurable requirement in the past. The contractor understands and agrees that SVMHI may require goods/services in an amount less than or in excess of the estimated quantities and that the quantity actually used, whether in excess of the estimate or less than the estimate, shall not give rise to any claim for compensation other than the total of the unit prices in the contract for the quantity actually required by SVMHI.

2.2 SPECIFIC REQUIREMENTS:

1. All products delivered shall be fresh, secured, undamaged, and unused.

2. Prices for produce shall be charged to SVMHI at the contract distributor's cost. Additionally, Contractor's invoices shall state the origin of delivery for the produce provided.

3. Prices shall be based on a "delivered to distributor’s warehouse" basis and shall include cooling, refrigeration, and other freight related charges. Freight rates shall be in truckload quantities of straight or mixed items. Prices shall be based on the "latest invoice," either prior to merchandise being delivered to the purchaser, or in stock, as the case may be, in accordance with the seven (7) day firm price requirement.

4. Contractor's prices for produce may be audited at any time during the contract term to ensure prices charged are reasonable, as compared to prices listed by the USDA.

5. Contractor shall provide a “Fixed Fee” delivery/handling charge, only, for items in Lot 1 of Attachment #1. This fee will be in addition to the distributor's cost of produce to be charged under each invoice. Due to economic conditions, the distributor's cost of produce may change daily; therefore, the distributor’s cost of produce is not requested as part of the bidder's offer.

6. Deliveries shall be made on a bi-weekly basis. Deliveries shall be made in a refrigerated truck during normal business hours at dates and times determined by the Agency Contract Administrator prior to award.

7. Orders for deliveries will be placed by SVMHI’s Dietary Services Manager on preprinted forms or through a supplier’s online order form. Order forms may show a distributor's item codes, if furnished by the contractor before the forms are printed.

8. All quantities listed in Attachment #1 are estimates and may be realized, exceeded, or not fully reached.

9. Unless otherwise indicated, all fruits and vegetables shall have less than 2% decay at point of acceptance. All produce shall be fully mature and in good commercial condition with regard to texture, juiciness, firmness, and temperature, in accordance with its type and variety.

2.3 NON-RESPONSIVE PERFORMANCE:

Delivery Delays: SVMHI reserves the right to procure goods and/or services to be provided under this contract from other sources in the event successful bidder fails to deliver such goods and/or service deliverables in accordance with delivery dates and time frames set forth in a contract resulting from this solicitation.

Unacceptable Deliveries (Rejections): Upon notification by SVMHI that goods and/or service deliverables provided by the successful bidder under contract are damaged and/or not of the quality specified by SVMHI, such goods and/or service deliverables will be rejected. Successful bidder shall replace such rejected goods and/or service deliverables immediately or within a reasonable time as determined by SVMHI.

Successful bidder shall remove all rejected materials, equipment, and/or supplies from the premises of SVMHI during the same week in which it receives notification from SVMHI. Rejected goods and/or service deliverables not removed from

SVMHI’s premises by 4:00 pm on the last business day of the same week in which notification is provided will be regarded as abandoned, shall become the property of SVMHI, and SVMHI shall have the right to dispose of such items.

2.4 CONTRACT ADMINISTRATION

2.4.1 The Contractor shall designate its representative to act as a Project Coordinator.

Name Phone Number

2.4.2 The Agency will designate the Dietary Services Manager, or designee, as the Agency's Contract

Administrator:

Ms. Kelly Thompson (434) 773-4291

Name Phone Number

2.4.3 Disputes related to service shall be corrected through the actions of the Contractor's Project Coordinator and the Agency's Contract Administrator. If no resolution can be made, the issue shall be brought to the attention of the Agency Purchasing Director, Amanda H. Howell, who may negotiate a resolution or who may place the Contractor in default in accordance with the Vendor's Manual.

3. PRE-BID CONFERENCE:

3.1 An optional pre-bid conference will be held on March 11, 2024 at 11:00 AM at the Southern Virginia Mental Health

Institute in the B.J. Library, Room C2. The purpose of this conference is to allow bidders an opportunity to present questions and obtain clarification relative to any facet of this Invitation For Bids.

3.2 Bidders who intend to submit a bid should be in attendance.

3.3 Bidders should bring a copy of the Invitation For Bids to the conference. Any changes resulting from this conference will be issued in an Addendum to the solicitation.

4. METHOD OF PAYMENT:

4.1 Payment for the goods provided herein shall be paid monthly within 30 days upon receipt of valid invoice in accordance with the Virginia Prompt Payment Act.

4.2 Invoices should be mailed to:

Southern Virginia Mental Health Institute

Attention: Accounts Payable

382 Taylor Drive

Danville, VA 24541

Invoices should be e-mailed to: svmhi-ap@dbhds.virginia.gov

5. PRICING SCHEDULE: See Attachment #1

6. Contractor’s Data Sheet

CONTRACTOR'S DATA SHEET

To be completed by Bidder

Firm Name and Local Office Address:

Local Manager _____________________

Years in Business: Indicate the length of time you have been in business providing this type of service:

__________ years ___________ months

References: Provide a list of, at least, four current or recent accounts that your firm is servicing, or has serviced requiring service of similar scope to that required in this IFB. Include the dates, beginning and ending, that service was furnished, and the name and address of the person the State has your permission to contact.

Person to Contact/ Client Name

Dates Of Service

Address Phone No.

SECTION I

GENERAL TERMS AND CONDITIONS

A. VENDORS MANUAL

B. APPLICABLE LAWS AND COURTS

C. ANTI-DISCRIMINATION

D. ETHICS IN PUBLIC CONTRACTING

E. IMMIGRATION REFORM AND CONTROL ACT OF 1986

F. DEBARMENT STATUS

G. ANTITRUST

H. MANDATORY USE OF STATE FORM AND TERMS AND CONDITIONS

I. CLARIFICATION OF TERMS

J. PAYMENT

K. PRECEDENCE OF TERMS

L. QUALIFICATIONS OF BIDDERS

M. TESTING AND INSPECTION

N. ASSIGNMENT OF CONTRACT

O. CHANGES TO THE CONTRACT

P. DEFAULT

Q. TAXES

R. USE OF BRAND NAMES

S. TRANSPORTATION AND PACKAGING

T. INSURANCE

U. ANNOUNCEMENT OF AWARD

V. DRUG-FREE WORKPLACE

W. NONDISCRIMINATION OF CONTRACTORS

X. eVA BUSINESS-TO-GOVERNMENT VENDOR REGISTRATION

Y. AVAILABILITY OF FUNDS

Z. SET-ASIDES IN ACCORDANCE WITH

THE SMALL BUSINESS ENHANCEMENT AWARD PRIORITY

AA. BID PRICE CURRENCY

BB. AUTHORIZATION TO CONDUCT BUSINESS IN THE COMMONWEALTH

CC. CIVILITY IN STATE WORKPLACES

A. VENDORS MANUAL This solicitation is subject to the provisions of the Commonwealth of Virginia Vendors Manual and any changes or revisions thereto, which are hereby incorporated into this contract in their entirety. The process for filing a complaint about this solicitation is in section 7.13 of the Vendors Manual. (Note section 7.13 does not apply to protests of awards or formal contractual claims.) The procedure for filing contractual claims is in section 7.19 of the Vendors Manual. A copy of the manual is normally available for review at the purchasing office and is accessible on the Internet at eva.virginia.gov under “I Sell To

Virginia”.

B. APPLICABLE LAWS AND COURTS: This solicitation and any resulting contract shall be governed in all respects by the laws of the Commonwealth of Virginia, without regard to its choice of law provisions, and any litigation with respect thereto shall be brought in the circuit courts of the Commonwealth. The agency and the contractor 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 contractor shall comply with all applicable federal, state and local laws, rules and regulations.

C. ANTI-DISCRIMINATION: By submitting their (bids/proposals), (bidders/offerors) 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 faithbased 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 contractor agrees as follows:

a. The contractor will not discriminate against any employee or applicant for employment because of race, religion, color, sex, sexual orientation, gender identity, national origin, age, disability, 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 contractor. The contractor agrees to post in conspicuous places, available to employees and applicants for employment, notices setting forth the provisions of this nondiscrimination clause.

b. The contractor, in all solicitations or advertisements for employees placed by or on behalf of the contractor, will state that such contractor 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 contractor employs more than five employees, the contractor shall (i) provide annual training on the contractor'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 contractor's sexual harassment policy in (a) a conspicuous public place in each building located in the Commonwealth that the contractor owns or leases for business purposes and (b) the contractor's employee handbook.

e. The requirements of these provisions 1. and 2. are a material part of the contract. If the Contractor 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 contractor, 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 contractor 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.

D. ETHICS IN PUBLIC CONTRACTING: By submitting their bids, bidders 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.

E. IMMIGRATION REFORM AND CONTROL ACT OF 1986: Applicable for all contracts over $10,000:

By entering into a written contract with the Commonwealth of Virginia, the Contractor certifies that the Contractor 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.

F. DEBARMENT STATUS: By participating in this procurement, the vendor 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. Vendor 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 vendor is created or used for the purpose of circumventing a debarment decision against another vendor, the non-debarred vendor will be debarred for the same time period as the debarred vendor.

G. ANTITRUST: By entering into a contract, the contractor 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.

H. MANDATORY USE OF STATE FORM AND TERMS AND CONDITIONS:

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 bidder 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.

I. CLARIFICATION OF TERMS: If any prospective bidder has questions about the specifications or other solicitation documents, the prospective bidder 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.

J. PAYMENT:

1. To Prime Contractor:

a. Invoices for items ordered, delivered and accepted shall be submitted by the contractor directly to the payment address shown on the purchase order/contract. All invoices shall show the state contract number and/or purchase order number; social security number (for individual contractors) 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 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, contractors 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 resolved in accordance with Code of Virginia, § 2.2-4363 and -4364.

Upon determining that invoiced charges are not reasonable, the Commonwealth shall notify the contractor of defects or improprieties in invoices within fifteen (15) days as required in Code of Virginia, § 2.2-4351.,. 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 contractor’s receipt of payment from the Commonwealth, a contractor awarded a contract under this solicitation is hereby obligated:

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

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

b. The contractor 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 contractor 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 contractor’s obligation to pay an interest charge to a subcontractor may not be construed to be an obligation of the Commonwealth.

3. Each prime contractor 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 contractors and subcontractors to accept electronic and credit card payments.

K. 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.

L. QUALIFICATIONS OF BIDDERS: The Commonwealth may make such reasonable investigations as deemed proper and necessary to determine the ability of the bidder to perform the services/furnish the goods and the bidder shall furnish to the

Commonwealth all such information and data for this purpose as may be requested. The Commonwealth reserves the right to inspect bidder’s physical facilities prior to award to satisfy questions regarding the bidder’s capabilities. The Commonwealth further reserves the right to reject any bid if the evidence submitted by, or investigations of, such bidder fails to satisfy the

Commonwealth that such bidder is properly qualified to carry out the obligations of the contract and to provide the services and/or furnish the goods contemplated therein.

M. 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.

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

O. 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 contractor. 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 contractor 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 contractor 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 an 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 contractor accounts for the number of units of work performed, subject to the Purchasing Agency’s right to audit the contractor’s records and/or to determine the correct number of units independently; or

c. By ordering the contractor 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 contractor 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 contractor from promptly complying with the changes ordered by the Purchasing Agency or with the performance of the contract generally.

P. DEFAULT: In case of failure to deliver goods or services in accordance with the contract terms and conditions, the

Commonwealth may terminate this agreement after verbal or written notice without penalty. Upon termination the

Commonwealth may procure the goods or services contracted for from other sources and hold the contractor responsible for any resulting additional purchase and administrative costs. This remedy shall be in addition to any other remedies which the

Commonwealth may have.

Q. 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 contractor shall be responsible for the payment of such taxes unless the tax law specifically imposes the tax upon the buying entity and prohibits the contractor from offering a tax-included price.

R. USE OF BRAND NAMES: Unless otherwise provided in this solicitation, the name of a certain brand, make or manufacturer does not restrict bidders to the specific brand, make or manufacturer named, but conveys the general style, type, character, and quality of the article desired. Any article which the public body, in its sole discretion, determines to be the equivalent of that specified, considering quality, workmanship, economy of operation, and suitability for the purpose intended, shall be accepted.

The bidder is responsible to clearly and specifically identify the product being offered and to provide sufficient descriptive literature, catalog cuts and technical detail to enable the Commonwealth to determine if the product offered meets the requirements of the solicitation. This is required even if offering the exact brand, make or manufacturer specified. Normally in competitive sealed bidding only the information furnished with the bid will be considered in the evaluation. Failure to furnish adequate data for evaluation purposes may result in declaring a bid nonresponsive. Unless the bidder clearly indicates in its bid that the product offered is an equivalent product, such bid will be considered to offer the brand name product referenced in the solicitation.

S. TRANSPORTATION AND PACKAGING: By submitting their bids, all bidders certify and warrant that the price offered for

FOB destination includes only the actual freight rate costs at the lowest and best rate and is based upon the actual weight of the goods to be shipped. Except as otherwise specified herein, standard commercial packaging, packing and shipping containers shall be used. All shipping containers shall be legibly marked or labeled on the outside with purchase order number, commodity description, and quantity.

T. INSURANCE: By signing and submitting a bid under this solicitation, the bidder certifies that if awarded the contract, it will have the following insurance coverage at the time the contract is awarded. For construction contracts, if any subcontractors are involved, the subcontractor will have workers’ compensation insurance in accordance with §§ 2.2-4332 and 65.2-800 et seq. of the Code of Virginia. The bidder further certifies that the contractor and any subcontractors will maintain these insurance coverage during the entire term of the contract and that all insurance coverage will be provided by insurance companies authorized to sell insurance in Virginia by the Virginia State Corporation Commission.

MINIMUM INSURANCE COVERAGES AND LIMITS:

1. Workers’ Compensation - Statutory requirements and benefits. Coverage is compulsory for employers of three or more employees, to include the employer. Contractors 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 the contract shall be in noncompliance with the contract.

2. Employer’s Liability - $100,000.

3. Commercial General Liability - $1,000,000 per occurrence and $2,000,000 in the aggregate. 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 shall be added as an additional insured to the policy by an endorsement.

4. Automobile Liability - $1,000,000 combined single limit. (Required only if a motor vehicle not owned by the

Commonwealth is to be used in the contract. Contractor must assure that the required coverage is maintained by the

Contractor (or third party owner of such motor vehicle.)

Profession/Service Limits

Accounting $1,000,000 per occurrence, $3,000,000 aggregate

Architecture $2,000,000 per occurrence, $6,000,000 aggregate

Asbestos Design, Inspection or Abatement Contractors $1,000,000 per occurrence, $3,000,000 aggregate

Health Care Practitioner (to include Dentists, Licensed Dental

Hygienists, Optometrists, Registered or Licensed

Practical Nurses, Pharmacists, Physicians, Podiatrists, Chiropractors, Physical Therapists, Physical

Therapist Assistants, Clinical Psychologists, Clinical Social Workers, Professional Counselors, Hospitals, or Health Maintenance

Organizations.) Code of Virginia § 8.01-581.15 https://law.lis.virginia.gov/vacode/title8.01/chapter21.1/section8.01-581.15/

Insurance/Risk Management $1,000,000 per occurrence, $3,000,000 aggregate

Landscape/Architecture $1,000,000 per occurrence, $1,000,000 aggregate

Legal $1,000,000 per occurrence, $5,000,000 aggregate

Professional Engineer $2,000,000 per occurrence, $6,000,000 aggregate

Surveying $1,000,000 per occurrence, $1,000,000 aggregate

U. 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 (eva.virginia.gov) for a minimum of 10 days.

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

During the performance of this contract, the contractor agrees to (i) provide a drug-free workplace for the contractor'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 contractor'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 contractor that the contractor 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 contractor, 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.

W. NONDISCRIMINATION OF CONTRACTORS: A bidder or contractor shall not be discriminated against in the solicitation or award of this contract because of race, religion, color, sex, national origin, age, disability, faith-based organizational status, any other basis prohibited by state law relating to discrimination in employment or because the bidder 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 provider.

X. eVA BUSINESS-TO-GOVERNMENT VENDOR REGISTRATION, CONTRACTS, AND ORDERS: The eVA Internet electronic procurement solution, web site portal www.eVA.virginia.gov, streamlines and automates government purchasing activities in the Commonwealth. The eVA portal is the gateway for vendors to conduct business with state agencies and public bodies. All vendors desiring to provide goods and/or services to the Commonwealth shall participate in the eVA Internet e-procurement solution by completing the free eVA Vendor Registration. All bidders must register in eVA and pay the Vendor

Transaction Fees specified below; failure to register will result in the bid/proposal being rejected.

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

https://law.lis.virginia.gov/vacode/title8.01/chapter21.1/section8.01-581.15/ http://www.eva.virginia.gov/

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.

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

Z. SET-ASIDES IN ACCORDANCE WITH THE SMALL BUSINESS ENHANCEMENT AWARD PRIORITY: This solicitation is set-aside for award priority to DSBSD-certified micro businesses or small businesses when designated as “Micro

Business Set-Aside Award Priority” or “Small Business Set-Aside Award Priority” accordingly in the solicitation. DSBSD-certified micro businesses or small businesses also includes DSBSD-certified women-owned and minority-owned businesses when they have received the DSBSD small business certification. For purposes of award, bidders shall be deemed micro businesses or small businesses if and only if they are certified as such by DSBSD on the due date for receipt of bids/proposals.

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

BB. AUTHORIZATION TO CONDUCT BUSINESS IN THE COMMONWEALTH: A contractor 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.

CC. CIVILITY IN STATE WORKPLACES: The contractor shall take all reasonable steps to ensure that no individual, while performing work on behalf of the contractor 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 contractor 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 contractor’s (and any subcontractor’s) regular mandatory training programs do not already encompass equivalent or greater expectations. Upon request, the contractor 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 contractor. 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.

file:///C:/Users/gmf87213/AppData/Local/Microsoft/Windows/Temporary%20Internet%20Files/Content.Outlook/3CSQTVCA/www.eVA.virginia.gov

SECTION II

SPECIAL TERMS AND CONDITIONS

A. AUDIT: The contractor 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: The Commonwealth will make the award(s) on the TOTAL BASE BID basis to the lowest responsive and responsible bidder. The purchasing office reserves the right to conduct any test it may deem advisable and to make all evaluations. The

Commonwealth also reserves the right to reject any or all bids, in whole or in part, to waive informalities and to delete items prior to making the award, whenever it is deemed in the sole opinion of the procuring public body to be in its best interest.

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 contractor. In the event the initial contract period is for more than 12 months, the resulting contract may also be terminated by the contractor, without penalty, after the initial 12 months of the contract period upon 60 days written notice to the other party. Any contract cancellation notice shall not relieve the contractor of the obligation to deliver and/or perform on all outstanding orders issued prior to the effective date of cancellation.

D. eVA ORDERS AND CONTRACTS: The solicitation/contract will result in multiple purchase orders with the applicable eVA transaction fee assessed for each order.

Vendors desiring to provide goods and/or services to the Commonwealth shall participate in the eVA Internet e-procurement solution and agree to comply with the following: If this solicitation is for a term contract, failure to provide an electronic catalog

(price list) or index page catalog for items awarded will be just cause for the Commonwealth to reject your bid/offer or terminate this contract for default. The format of this electronic catalog shall conform to the eVA Catalog Interchange Format (CIF)

Specification that can be accessed and downloaded from www.eVA.virginia.gov. Contractors should email Catalog or Index

Page information to eVA-catalog-manager@dgs.virginia.gov.

E. RENEWAL OF CONTRACT: This contract may be renewed by the Commonwealth for four successive one year periods under the terms and conditions of the original contract except as stated in 1 and 2 below. Price increases may be negotiated only at the time of renewal. Written notice of the Commonwealth’s intention to renew shall be given approximately 90 days prior to the expiration date of each contract period.

1. If the Commonwealth elects to exercise the option to renew the contract for an additional one-year period, the contract price(s) for the additional one year shall not exceed the contract price(s) of Lot 1 of the original contract increased/decreased by more than the percentage increase/decrease of the Services less energy services category of the CPI-U section of the Consumer

Price Index of the United States Bureau of Labor Statistics for the latest twelve months for which statistics are available.

2. If during any subsequent renewal periods, the Commonwealth elects to exercise the option to renew the contract, the contract price(s) for the subsequent renewal period shall not exceed the contract price(s) of Lot 1 of the previous renewal period increased/decreased by more than the percentage increase/decrease of the Services less energy services category of the CPI-

U section of the Consumer Price Index of the United States Bureau of Labor Statistics for the latest twelve months for which statistics are available.

F. 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 goal of the Commonwealth that 42% of its purchases be made from small businesses. This includes discretionary spending in prime contracts and subcontracts. All bidders are required to submit a Small Business Subcontracting Plan. The contractor is encouraged to offer such subcontracting opportunities to

DSBSD-certified small businesses. This shall include DSBSD-certified women-owned and minority-owned businesses when they have received DSBSD small business certification. Where it is not practicable for any portion of the goods/services to be subcontracted to other suppliers, the bidder shall note such on the Small Business Subcontracting Plan. No bidder 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 or proposals.

B. Evidence of Compliance with Small Business Subcontracting Plan: Each prime contractor 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 timely reports substantiating compliance in accordance with the small business subcontracting plan. If a variance exists, the contractor 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 contractor has certified compliance with the contractor’s submitted Small Business

Subcontracting Plan or is in receipt of a written explanation of…