26500014 RFP Vending Services.pdf

TOWN OF CHRISTIANSBURG

PURCHASING OFFICE

100 EAST MAIN STRET

CHRISTIANSBURG, VA 24073

PH: 540-585-7605

FAX: 540-382-3762

REQUEST FOR PROPOSALS (RFP)

RFP Number: 26500014

Vending Services

March 5, 2026

The Town of Christiansburg does not discriminate against faith-based organizations in accordance with the Code of Virginia, § 2.2-4343.1 or against any bidder or offeror because of race, religion, color, sex, national origin, age, disability, or any other basis prohibited by state law relating to discrimination in employment.

TABLE OF CONTENTS

SECTION I: PURPOSE

SECTION II: BACKGROUND

SECTION III: SCOPE OF SERVICES

SECTION IV: INSTRUCTIONS TO OFFERORS

SECTION V: FORMS

SECTION VI: PROPOSAL PREPARATION AND SUBMISSION REQUIREMENTS

SECTION VII: EVALUATION AND AWARD OF CONTRACT

SECTION VIII: RESERVATION OF RIGHTS

SECTION IX: CONTRACT ADMINISTRATION

SECTION X: PAYMENT PROCEDURES

SECTION XI: TERMS AND CONDITIONS

ATTACHMENT A SAMPLE COMMISSION REPORT

ATTACHMENT B SAMPLE CONTRACT

SECTION I PURPOSE

The Purpose of this Request for Proposals (RFP) is to solicit proposals from potential vendors to establish a contract with one vendor to provide and maintain vending machines for guests, visitors, and staff at various Town locations.

SECTION II BACKGROUND

The Town of Christiansburg is tucked between the slopes of the Blue Ridge Mountains and the winding path of the New River in southwest Virginia. With our tight-knit community; numerous recreational, commercial and cultural destinations; and proximity to higher education institutions, it's no wonder we are known as "the place to be."

The Town of Christiansburg has a population of 22,820 people as of 2023. The Town serves as Montgomery County’s county seat and retail hub. The Town is more than 14 square miles and is the fourth largest town in Virginia. In addition to attracting students and young families, Christiansburg is a popular place to retire because of its low cost of living. The median household income is $75,451.

The Town employees approximately 265 full-time employees and 200 part-time employees. The Town’s standard hours of operation are M-F, 8:00 AM to 5:00 PM. Individual facilities may have different hours of operation. The successful offeror will coordinate hours with each facility.

The successful offeror may provide services on holidays* and weekends except where building egress is required. The Town of Christiansburg is closed on the following days:

New Year’s Day Labor Day Martin Luther King Jr. Day Election Day George Washington Day Veteran’s Day Memorial Day Thanksgiving (Wed-Friday) Juneteenth Christmas Eve Independence Day Christmas Day

* Additional days as determined by Christiansburg Town Council

SECTION III SCOPE OF SERVICES

A. GENERAL:

The Town is requesting proposals to install vending machines to dispense snacks and drinks at five (5) Town locations listed below. The equipment provided will be new or equivalent to new equipment. The equipment shall be Town approved, and the vendor will need to obtain Town approval prior to any major changes to the vending program.

• Christiansburg Town Hall at 100 East Main Street o To service approximately 50 employees per weekday o One snack food vending machine and/or one drink machine (or food/drink combo machine)

• Recreation Center at 1600 N. Franklin Street o To service approximately 400 visitors & employees per day, depending upon the season o Two snack food vending machines and/or two drink machines (or two food/drink combo machine)

• Huckleberry Park at 300 Huckleberry Park Drive, NW o To service approximately 600 visitors & employees per day, depending upon the season o One snack food vending machine and one drink machine at the splash pad/playground area (or one food/drink combo machine) o One snack food vending machine and one drink machine at the athletic fields (or one food/drink combo machine)

• Police Department at 10 East Main Street o To service approximately 75 employees o One snack food vending machine and/or one drink machine (or one food/drink combo machine)

• Waste Water Treatment Facility at 2257 Crab Creek Road o To service approximately 12 employees o One snack food vending machine and/or one drink machine (or one food/drink combo machine)

B. SPECIFIC:

1. Pricing: A major goal of the contract resulting from this RFP is a low cost of snack foods and drinks to be offered for sale to citizens and patrons (customers) of the Town from vending machines.

The price of the food and drinks sold in the vending machines will remain the same during the initial two-year term of the contract resulting from this RFP. Increase in prices may be allowed by the Town for each of the three one-year renewals.

2. Commission: The commission rate paid by the Contractor to the Town will be based on gross sales, less refunds, from the vending machines.

3. Customer Service, as discussed below or as otherwise defined by the Town, is critical to the success of the Contractor’s vending program with the Town.

a. The Contractor will provide at least one cashless payment system on each vending machine for the convenience of customers. The cost of food purchased with cashless payment systems will be the same as food purchased with cash.

b. A decal will be placed and remain on the front of each vending machine, at eye level, that provides a telephone number or e-mail address that customers can utilize to report problems. The decal shall be labeled, “TO REPORT PROBLEM…”, or “FOR

CUSTOMER SERVICE...”

c. Problems reported by customers will be rectified no later than 24 hours after the problem has been reported to the Contractor.

d. The Contractor will remove expired food and drinks from vending machines on or before the expiration dates of said products.

e. Each vending machine will be inspected, re-stocked and serviced at least once every two weeks (bi-weekly) to identify, correct, and prevent any issues or problems.

f. The process for customers to receive refunds for products for which they paid but were not dispensed by vending machines will be stated or written on another decal, at eye level, on the face of each vending machine. The decal will be labeled “REFUND PROCESS” and will provide the name and contact information for whom the customer can contact to receive a refund, and when the refund can be expected. The contract administrator shall have the right to approve or disapprove the Contractor’s refund process.

6. The Town shall provide electricity for each vending machine.

7. The Contractor and the Town shall mutually agree upon the location for each vending machine.

8. The Town reserves the right to request additional vending machines for additional locations in the Town. Additional machines will be added through mutual agreement with the vendor and added through Amendments to the contract.

C. ADMINISTRATION:

1. Fully insure all equipment and employees.

2. Maintain complete and accurate records pertaining to sales and service throughout the term of the contract. Provide sales records to the Town on a monthly basis.

3. Obtain and pay for all licenses and permits required for vending services. Comply with all applicable codes, regulations and laws including the requirements under Virginia Department of Health 12 VAC5-421.

4. The monthly commission check with the Monthly Commission Report will be delivered to the Finance Department by the 20th of each month following the month of the vending product sales.

5. A copy of the Monthly Commission Report will be emailed to the Contract Administrator by the 20th of each month following the month of the vending product sales.

SECTION IV INSTRUCTIONS TO PROPOSERS

A. The Town of Christiansburg (Town) is soliciting unsealed proposals for the goods and/or services specified herein and in accordance with all sections of this Request for Proposal (RFP).

B. All Proposals shall be submitted to the Town’s Procurement Officer by 3:00 PM EST on Monday, March 30, 2026.

C. Each Offeror is responsible to confirm that his or her unsealed proposal was received by the Town prior to the time and date stated above. Proposals received after the deadline will not be accepted.

Electronic or mailed hardcopy submittals are accepted for this RFP, with the entire submittal being in a single cohesive PDF file. Submittals shall be prepared simply and economically, providing a straightforward, concise description of the firm’s capabilities to satisfy the requirements of the RFP.

Emphasis should be on completeness and clarity of content. Elaborate brochures and other representations beyond that sufficient to present a complete and effective proposal are neither required nor desired. Please do not duplicate information furnished in the RFP in the submittal. All text in the PDF file shall be searchable using Adobe Acrobat software except within illustrations and scanned registration documents.

To submit a hardcopy proposal through courier service/mail, proposals should be addressed to Tara Vance, Procurement Officer, Christiansburg Town Hall, 100 East Main Street, Christiansburg, VA 24073. Mailed or hand delivered proposals should be submitted in an envelope clearly marked “RFP 26500014 Snack Food Vending Services”. Offeror’s name should also be clearly marked on the outside of the envelope.

To submit an electronic proposal through eVA, refer to the online bidding instructions available at the following link https://www.youtube.com/watch?v=KSxcAkOekW0. In order to submit an online bid https://www.youtube.com/watch?v=KSxcAkOekW0 through eVA the Bidder should be a registered vendor in eVA. The Town is not responsible for establishing vendors in eVA. Bidders are advised that the process of becoming an established vendor in eVA may take several days. If the Bidder encounters any issues submitting an online bid through eVA, the Bidder should contact eVA Customer Care for assistance. Note that eVA will not accept files larger than 60 MB.

D. Questions will be received by Tara Vance, Procurement Officer, until Wednesday, March 18, 2026 at 5:00 PM, EST. Questions will be answered in the form of an Addendum to be posted no later than Friday, March 20, 2026, at 5:00 PM, EST. Questions received less than eight (8) days prior to the date for opening of proposals may not be answered.

E. Any revisions or corrections to the Request for Proposal will be in the form of an Addendum, which will be posted to the Bids and RFPs section of the Town’s website at www.christiansburg.org/bids.

F. Address all inquiries and correspondence regarding this RFP to:

Tara Vance

Procurement Officer Email: tvance@christiansburg.org

Phone: 540-585-7605 Fax: 540-382-3762 http://www.christiansburg.org/bids

SECTION V FORMS

1. CORPORATE REGISTRATION FORM

Pursuant to Virginia Code § 2.2-4311.2 each Operator organized or authorized to transact business in the Commonwealth of Virginia pursuant to Title 13.1 or Title 50 of the Code of Virginia, (1950), as amended, or as otherwise required by law, is required to include in its bid or proposal its Virginia State Corporation Commission (SCC) Identification Number. Any Bidder or Operator that is not required to be authorized to transact business in the Commonwealth of Virginia as a domestic or foreign business entity under Title 13.1 or Title 50 or as otherwise required by law is required to include in its bid or proposal a statement describing why the Bidder or Operator is not required to be so authorized.

Bidders or Operators should complete the following:

1. Operator is a Virginia business entity organized and authorized to transact business in Virginia and such bidder’s SCC Identification Number is __________________________.

2. Operator is an out-of-state (foreign) business entity authorized to transact business in Virginia and such bidder’s SCC Identification Number is ___________________________.

3. Operator does not have an Identification Number issued to it by the SCC and such bidder is not required to be authorized to transact business in Virginia by the SCC for the following reason(s):

Please attach additional sheets of paper if you need more space to explain why such Operator is not required to be authorized to transact business in Virginia.

2. GENERAL INFORMATION FORM

COMPANY INFORMATION/SIGNATURE: In compliance with this RFP and to all conditions imposed herein and hereby incorporated by reference, the undersigned offeror agrees to furnish the services in accordance with the attached signed proposal or as mutually agreed upon by subsequent negotiation.

FULL LEGAL NAME (PRINT)

(Company name as it appears with your Federal Taxpayer Number)

FEDERAL TAXPAYER

NUMBER (ID#)

BUSINESS NAME/DBA NAME/TA NAME

(If different than the Full Legal Name)

FEDERAL TAXPAYER NUMBER

(If different than ID# above)

PURCHASE ORDER ADDRESS

PAYMENT ADDRESS

CONTACT NAME/TITLE (PRINT)

SIGNATURE (IN INK) DATE

E-MAIL ADDRESS

TELEPHONE NUMBER TOLL FREE TELEPHONE

NUMBER

SECTION VI PROPOSAL PREPARATION AND SUBMISSION REQUIREMENTS

a. In order to be considered for selection, proposers shall submit a complete response to this RFP.

b. The proposal and all required forms shall be signed by authorized representatives of offerors.

All information requested should be submitted. The Procurement Officer will review all proposals to ensure required information is included. Proposals which are substantially incomplete, or lack key information, may be rejected as incomplete. Mandatory requirements are those required by law or regulation or are such that they cannot be waived and are not subject to negotiation.

c. Cover letter (1 page)

d. Table of Contents (Optional, 1 page)

e. Corporate Registration Form (Section V, Item 1)

f. General Information Form (Section V, Item 2)

g. A description of the Offeror's company, including type of business (corporation, partnership, etc.) and names of owners or corporate officers. Including a summary of the Offeror's experience in vending services.

h. Submit proposed food and pricing.

i. Submit signed acknowledgement(s) of any addenda that may be issued by the Town.

SECTION VII EVALUATION AND AWARD OF CONTRACT

A. AWARD OF CONTRACT

Once proposals have been evaluated, selection of the Offerors that will proceed to the next stage shall be determined on the basis of the Evaluation Criteria. Informal interviews then may be conducted with selected Offerors. These interviews provide Offerors an opportunity to clarify or elaborate on their proposals. Such interviews are fact finding and explanation sessions only and are not negotiations. Following the interview process, the selection committee shall rank the Offerors. Negotiations shall then be conducted with the Offeror ranked first. If a contract can be satisfactorily negotiated at a fair and reasonable price, then an award shall be made to that Offeror. Otherwise, negotiations with the Offeror ranked first shall be terminated and negotiations conducted with the second-ranked Offeror and so on until a contract can be negotiated. If one Offeror is clearly more highly qualified and suitable than the others under consideration, a contract may be negotiated and awarded to that Offeror without an interview process.

B. CONTRACT DOCUMENTS

The successful Offeror will be required to execute the Town’s standard contract, a copy of which is attached hereto as Attachment B, which shall incorporate the Town’s Terms and Conditions, the RFP, the proposal, addenda (if any), related documents submitted by the successful Offeror, and documentation of changes to the RFP or proposal occurring during negotiations.

C. EVALUATION CRITERIA

Proposals shall be evaluated by the Town using the following criteria:

All proposals shall be reviewed for compliance with the mandatory requirements as stipulated in the RFP. Proposals found not to be in compliance will be rejected from further consideration.

Proposals which are not rejected will then be evaluated based upon the following weighted values. Proposals should address the criteria below by providing the documents and information requested in the part labeled Specific Proposal Instructions. Each proposal may be awarded a percentage of points up to the amount listed in parentheses.

1. Qualifications and Experience – Qualifications and experience as described in the

“Proposal Preparation and Submission Requirements” section of this RFP. Maximum score 25%.

2. Capacity and Capability - Offeror's willingness, capacity and capability to service the vending machines on short notice and in a timely manner. Maximum score 25%.

3. Proposed Pricing – Please provide list of product offerings and pricing. Maximum score 20%.

4. References - Please provide three (3) recent references, similar to the Town, for whom you have provided the type of services described herein. Include the date(s) services were furnished, the client name, address and the name, phone number and email address of the individual the Town has your permission to contact. Maximum score 20%.

5. Responsiveness and Completeness of the proposal - The proposal should contain all information requested by this RFP, and be submitted per Section VI, the “Proposal Preparation and Submission Requirements” section of this RFP. Maximum score 10%.

Evaluation Criteria Rating Qualifications and Experience 25% Capacity and Capability 25% Proposed Pricing 20% References 20% Responsiveness and completeness of the proposal 10% Total 100%

SECTION VIII RESERVATION OF RIGHTS

The Town reserves the right to award in part or in whole, to one or more contractors, or to reject any or all proposals, whichever is deemed to be in its best interest.

SECTION IX CONTRACT ADMINISTRATOR

Tara Vance, Procurement Officer, or her designee, shall be identified as the contract administrator and shall use all powers under the contract to enforce its faithful performance. The contract administrator shall determine the amount, quantity, acceptability, fitness of all aspect of the services and shall decide all other questions in connection with the services. The contract administrator shall not have the authority to approve changes in the services which alter the concept or which call for an extension of time for this contract. Any modifications made must be authorized by the Town’s Procurement Officer through a written amendment to the contract.

SECTION X COMMISSION PAYMENT PROCEDURES

The Concessionaire will mail commissions checks, or remit commission payments, with the related Commission Report, to the Town as noted below.

Town of Christiansburg Accounts Receivable 100 East Main Street

Christiansburg, VA 24073

SECTION XI TERMS AND CONDITIONS

TOWN OF CHRISTIANSBURG

GENERAL TERMS AND CONDITIONS

A. Withdrawal of Bids/Proposals: Unless otherwise specified, all bids/proposals submitted shall be valid for a minimum period of 60 calendar days following the date established for receiving bids/proposals. At the end of the 60 calendar days the bid/proposal may be withdrawn at the written request of the contractor. If the bid/proposal is not withdrawn at that time, it remains in effect until an award is made or the solicitation is cancelled.

B. Anti-Discrimination: By submitting their bids/proposals, contractors certify to the Town of Christiansburg 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 Virginia Code § 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 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. (Virginia Code § 2.2-4343.1(E)).

In every contract over $10,000, the following provisions apply:

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, national origin, age, disability, or 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.

The contractor will include the provisions of the foregoing paragraphs a, b, and c in every subcontract or purchase order of over $10,000, so that the provisions will be binding upon each subcontractor or vendor.

C. Antitrust: By entering into a contract, the contractor conveys, sells, assigns, and transfers to the Town of Christiansburg 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 Town of Christiansburg under said contract.

D. 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 Montgomery County, Virginia, or the United States District Court for the Western District of Virginia (Roanoke Division). The contractor shall comply with federal, state, local laws, and regulations.

E. Assignment of Contract: A contract shall not be assignable by the contractor in whole or in part without the written consent of the Town of Christiansburg.

F. Availability of Funds: It is understood and agreed between the parties herein that the Town of Christiansburg shall be bound hereunder only to the extent of the funds available or which may hereafter become available for the purpose of the contract.

G. Bid/Proposal Pricing: The Bid/Proposal price shall be an all-inclusive price to deliver the specified goods and/or services FOB Destination to the specified address per the specifications. Invoices must be itemized and will be paid at the unit price in the proposal. The Town will not accept or pay for additional line items such as freight, shipping and handling, delivery, downtime, equipment, lost time due to inclement weather or any other charges additional to the unit prices quoted in the Bid/Proposal.

H. Changes to the Contract: Changes can be made to the contract only in any of the following ways:

1. The parties may agree in writing to modify the scope of the contract. An 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 Town of Christiansburg 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. The contractor shall be compensated for any additional costs incurred as the result of such order and shall give the Town of Christiansburg 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 Town of Christiansburg’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 Town of Christiansburg with all vouchers and records of expenses incurred and savings realized. The Town of Christiansburg 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 Town of Christiansburg within thirty (30) days from the date of receipt of the written order from the Town of Christiansburg. 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 this contract. 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 Town of Christiansburg or with the performance of the contract generally.

I. Claims: Contractual claims, whether for money or other relief, shall be submitted in writing to the Town Manager, Town of Christiansburg Office of the Town Manager, 100 East Main Street, Christiansburg, VA 24073, no later than sixty (60) days after final payment; however, written notice of the contractor’s intention to file such claim shall have been given at the time of the occurrence or beginning of the work upon which the claim is based.

Nothing herein shall preclude a contract from requiring submission of an invoice for final payment within a certain time after completion and acceptance of the work or acceptance of the goods. Pending claims shall not delay payment of amounts agreed due in the final payment (Virginia Code § 2.2-4363). A contractor may not institute legal action prior to receipt of the Town's decision on the claim unless the Town fails to render such decision within thirty (30) days. Failure of the Town to render a decision within thirty (30) days shall not result in the contractor being award the relief claimed or in any other relief or penalty. The sole remedy for the Town’s failure to render a decision within thirty (30) days shall be the contractor’s right to institute immediate legal action. The decision of the Town Manager shall be final and conclusive unless the contractor, within six (6) months of the date of the final decision of the claim, institutes legal action as provided in Virginia Code § 2.2- 4364.

J. Clarification of Terms: If any prospective contractor has questions about the specifications or other solicitation documents, the prospective contractor should contact the Town official or purchasing agent whose name appears on the face of the solicitation no later than three (3) working days before the due date.

The contractor may be asked to submit such questions in writing. Any revisions to the solicitation will be made only by addendum issued by the Town or purchasing agent.

K. Debarment Status: By submitting their bids/proposals, contractors certify that they are not currently debarred by the Commonwealth of Virginia from submitting bids/proposals on contracts for the type of goods and/or services covered by this solicitation, nor are they an agent of any person or entity that is currently so debarred.

L. Default: In case of failure to deliver goods or services in accordance with the contract terms and conditions, the Town of Christiansburg, after due oral or written notice, may procure them 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 Town of Christiansburg may have. In addition, the Town of Christiansburg reserves the right to cancel any orders placed that are not delivered by the date specified in the Invitation for Proposal.

M. Drug-Free Workplace: 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 in accordance with this chapter, 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.

N. Ethics in Public Contracting: By submitting their bids/proposals, contractors certify that their bids/proposals are made without collusion or fraud and that they have not offered or received any kickbacks or inducements from any other contractor, supplier, manufacturer or subcontractor in connection with their bid/proposal, 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.

O. Facsimile and Email Proposals: Unsealed proposals may be submitted by facsimile or email. Sealed proposals must be submitted in a sealed envelope or through a secure online portal, as directed by the Town of Christiansburg. Unsealed, facsimile, or emailed proposals will not be accepted for sealed bidding. It is the contractor's responsibility to ensure its proposal is properly submitted and received by the Town of Christiansburg prior to the time and date designated for submission.

P. Immigration Reform and Control Act of 1986: By submitting their bids/proposals, contractors certify that they do not and will not during the performance of this contract employ illegal alien workers or otherwise violate the provisions of the federal Immigration Reform and Control Act of 1986.

Q. Indemnification: Contractor agrees to indemnify, defend, and hold harmless the Town of Christiansburg its officers, agents, and employees from any claims, damages and actions of any kind or nature, whether at law or in equity, arising from or caused by any kind or nature of services furnished by the contractor or contractor’s use of any materials, goods, or equipment of any kind or nature, provided that such liability is not attributable to the sole negligence of the Town of Christiansburg.

R. Late Proposals: To be considered for selection, bids/proposals must be received by the Town of Christiansburg in the office of the Town official or purchasing agent whose name appears on the face of the solicitation, 100 East Main Street, Christiansburg, VA 24073, by the designated date and hour.

Bids/Proposals received after the date and hour designated are automatically disqualified and will not be considered. The Town of Christiansburg is not responsible for delays in the delivery of mail by the U.S.

Postal Service, private couriers, or other means of delivery. It is the sole responsibility of the contractor to ensure that its bid/proposal reaches the Town of Christiansburg's Purchasing Office by the designated time and hour.

S. Mandatory use of Town Form and Terms and Conditions: Failure to submit a bid/proposal on the official Town of Christiansburg form provided for that purpose shall be a cause for rejection of the bid/proposal.

Modification of or additions to any portion of the Invitation for Bid/Request for Proposal may be cause for rejection of the bid/proposal; however, the Town of Christiansburg reserves the right to decide, on a case by case basis, in its sole discretion, whether to reject such a bid/proposal as nonresponsive. As a precondition to its acceptance, the Town of Christiansburg may, in its sole discretion, request that the contractor withdraw or modify nonresponsive portions of a bid/proposal 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.

T. Negotiation with the Lowest Bidder: Unless all bids are cancelled or rejected, the Town of Christiansburg reserves the right granted by Virginia Code § 2.2-4318 to negotiate with the lowest responsive, responsible bidder to obtain a contract price within the funds available to the Town whenever such low bid exceeds the Town’s available funds. For the purpose of determining when such negotiations may take place, the term “available funds” shall mean those funds which were budgeted by the agency for this contract prior to the issuance of the written Invitation for Bid. Negotiations with the low bidder may include both modifications of the bid price and the Scope of Work/Specifications to be performed. The Town shall initiate such negotiations by written notice to the lowest responsive, responsible bidder that its bid exceeds the available funds and that the Town wishes to negotiate a lower contract price. The times, places, and manner of negotiating shall be agreed to by the Town and the lowest responsive, responsible bidder.

U. Nondiscrimination of Contractors: A bidder, proposer, offeror, 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. 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.

V. Payment To Prime Contractor:

1. 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 Town of Christiansburg or 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).

2. Any payment terms requiring payment in less than 45 days will be regarded as requiring payment 45 days after invoice or delivery, whichever occurs last. This shall not affect offers of discounts for payment in less than 45 days, however.

3. 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.

4. 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.

W. Payment To Subcontractors: Contractor may retain Subcontractors and Suppliers for the performance of parts of the Work. Such Subcontractors and Suppliers must be acceptable to the Town.

1. In accordance with Virginia Code §§ 2.2-4354(1), the contractor shall be liable for the entire amount owed to any subcontractor with which it contracts. The contractor shall not be liable for amounts otherwise reducible due to the subcontractor’s noncompliance with the terms of the contract.

However, in the event that the contractor withholds all or a part of the amount promised to the subcontractor under the contract, the contractor shall notify the subcontractor, in writing, of his intention to withhold all or a part of the subcontractor's payment with the reason for nonpayment.

Payment by the party contracting with the contractor shall not be a condition precedent to payment to any lower-tier subcontractor, regardless of that contractor receiving payment for amounts owed to that contractor. Any provision in a contract contrary to this section shall be unenforceable.

2. In accordance with Virginia Code §§ 2.2-4354(2), The contractor shall take one of the following courses of action within seven (7) calendar days after receipt of amounts paid to contractor by the Town for Work performed by any Subcontractor under this Contract:

a. Pay the subcontractor for the proportionate share of the total payment received from the Town attributable to the work performed by the subcontractor under that contract; or

b. Notify the Town and subcontractor, in writing, of his intention to withhold all or a part of the subcontractor's payment with the reason for nonpayment.

3. In accordance with Virginia Code §§ 2.2-4354(3), individual contractors shall provide their social security numbers and proprietorships, partnerships, and corporations shall provide their federal employer identification numbers to the Town, or in the case of a subcontractor, to the contractor.

4. In accordance with Virginia Code §§ 2.2-4354(4), contractor shall pay interest to the subcontractor on all amounts owed by the contractor that remain unpaid after seven days following receipt by the contractor of payment from the Town for work performed by the subcontractor under that contract, except for amounts withheld as allowed in subdivision 2.

5. Unless otherwise provided under the terms of this contract, interest shall accrue at the rate of one percent per month.

6. Contractor shall include in each of its subcontracts a provision requiring each subcontractor to include or otherwise be subject to the same payment and interest requirements with respect to each lower-tier subcontractor.

7. Contractor's obligation to pay an interest charge to a subcontractor pursuant to the payment clause in this section shall not be construed to be an obligation of the Town. A contract modification shall not be made for the purpose of providing reimbursement for the interest charge. A cost reimbursement claim shall not include any amount for reimbursement for the interest charge.

X. 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, 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 Town of Christiansburg shall promptly notify the contractor, in writing, as to those charges which it considers unreasonable and the basis for the determination. A contractor 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 (Virginia Code § 2.2-4363).

Y. Precedence of Terms: The following General Terms and Conditions ANTI-DISCRIMINATION, ANTITRUST, APPLICABLE LAWS AND COURTS, CLARIFICATION OF TERMS, DEBARMENT

STATUS, ETHICS IN PUBLIC CONTRACTING, IMMIGRATION REFORM AND CONTROL ACT OF

1986, MANDATORY USE OF TOWN FORM AND TERMS AND CONDITIONS, 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.

Z. Public Notice of Award: Upon the award or the announcement of the decision to award a contract as a result of this solicitation, the Town of Christiansburg will publicly post such notice on the Town of Christiansburg website (www.christiansburg.org) if the amount of the transaction is $30,000 or more. Award information may also be obtained by contacting the buyer whose name appears on this solicitation.

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

BB. Supremacy Clause: Notwithstanding any provision in the contractor's response to the contrary, the contractor agrees that the terms and conditions contained in the Town of Christiansburg’s Invitation for Bids or Request for Proposals prevail over contrary terms and conditions contained in the contractor's response.

CC. Taxes: Sales to the Town of Christiansburg are normally exempt from State sales tax. State sales and use tax certificates of exemption will be issued upon request. Deliveries against this contract shall usually be free of Federal excise and transportation taxes.

DD. Transportation and Packaging: By submitting their bids/proposals, all contractors 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.

EE. Testing and Inspection: The Town of Christiansburg reserves the right to conduct any test/inspection it may deem advisable to assure goods and services conform to the specifications.

FF. Use of Brand Names: Unless otherwise provided in this solicitation, the name of a certain brand, make or manufacturer does not restrict contractors 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 contractor 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 Town 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 bids only the information furnished with the bids will be considered in the evaluation. Failure to furnish adequate data for evaluation purposes may result in declaring a bid/proposal nonresponsive. Unless the contractor clearly indicates in its bid/proposal that the product offered is an equivalent product, such bid/proposal will be considered to offer the brand name product referenced in the solicitation.

GG. Termination: The Town may terminate this contract with or without cause by giving contractor a thirty (30) day notice in writing. Upon delivery of said notice and upon expiration of the thirty (30) day period, contractor shall discontinue all services in connection with the performance of this contract and shall proceed to cancel promptly all related third-party contracts. Termination of the contract by the Town pursuant to this paragraph shall terminate the Town’s obligations thereunder and no charges, penalties or other costs shall be due contractor except for compensation of work timely and satisfactorily completed. In addition to the Town’s right of termination, either party may terminate this contract in the event the other party violates or fails to perform any covenant, provision, obligation, term, or condition contained in this contract, provided that unless otherwise provided in this contract, such failure or violation shall not be cause for termination if the defaulting party cures such default (if the default is susceptible to cure) within thirty (30) days of receipt of a written notice of default. The notice of default shall state the party’s intent to terminate the contract if the default is not cured within a specified time period.

HH. Appropriation Approval. Contractor acknowledges that the Town’s performance and obligation to pay under this contract is contingent upon annual appropriation by Town Council. Contractor agrees that in the http://www.christiansburg.org/ event that such appropriation is not forthcoming, the Town may terminate this contract and no charges, penalties, or other costs shall be assessed.

II. Authorization to Transact Business in the Commonwealth:

1. 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 Virginia Code or as otherwise required by law.

2. In competitive sealed bidding or competitive negotiation, a bidder or offeror organized or authorized to transact business in the Commonwealth pursuant to Title 13.1 or Title 50 of the Virginia Code shall include in its bid or proposal the identification number issued to it by the State Corporation Commission. Any bidder or offeror that is not required to be authorized to transact business in the Commonwealth as a foreign business entity under Title 13.1 or Title 50 of the Virginia Code or as otherwise required by law shall include in its bid or proposal a statement describing why the bidder or offeror is not required to be so authorized.

3. Any bidder or offeror described in subsection 2 that fails to provide the required information shall not receive an award unless a waiver of this requirement and the administrative policies and procedures established to implement this section is granted by the Town of Christiansburg.

4. Any business entity described in subsection 1 that enters into a contract with the Town 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 of the Virginia Code, to be revoked or cancelled at any time during the term of the contract.

5. The Town may void any contract with a business entity if the business entity fails to remain in compliance with the provisions of this section.

JJ. Modification: No fixed-price contract may be increased by more than twenty-five percent of the amount of the contract or $50,000, whichever is greater, without the advance written approval of the Town Council. In no event may the amount of any contract, without adequate consideration, be increased for any purpose, including, but not limited to, relief of an offeror from the consequences of an error in its bid or offer.

SPECIAL TERMS AND CONDITIONS

A. Extra Charges Not Allowed: The bid price shall be for complete delivery of equipment, ready for use by the Town of Christiansburg, and shall include all applicable freight and installation charges; extra charges will not be allowed.

B. Good Housekeeping: In accordance with the Clean Water Act, established by the Environmental Protection Agency (EPA) and enforced by the Virginia Department of Environmental Quality (DEQ), the Town of Christiansburg is required to implement and enforce written procedures as part of the Municipal Separate Storm Sewer System (MS4) permit program requirements to prevent, to the maximum extent practicable, potential pollutants that will lead to a point discharge at a natural drainage way. The Town of Christiansburg’s written procedures are provided in the Good Housekeeping/Pollution Prevention (GH/PP) manual provided to the contractor.