301-27-009 - SE Farmers Market.pdf

CONFIDENTIAL

This public body does not discriminate against faith-based organizations in accordance with the Code of Virginia, § 2.2-4343.1 or against a Supplier or Bidder 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.e in General Terms and Condition C. Such a request shall be in writing and explain why an exception should be made in that invitation for bid.

IFB Issue Date: September 1, 2026

Questions Due Date/Time September 4, 2026, 2:00PM ET

Bid Due Date/Time: September 18, 2026, 2:00PM ET

Commodity Code(s): 95878 (Property Management Services)

Period of Contract: January 1, 2027-December 31, 2031

Single Point of Contact (SPOC): Catherine Bobeau, Senior Contract Specialist

Phone Number: 804-625-3963

Email Address: catherine.bobeau@vdacs.virginia.gov

Bid Submission: Bids must be uploaded to eVA by the bid deadline. Instructions for bid submission are provided in Section I, Instructions for Response and Submission for Supplier Bid.

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

Upon the award or the announcement of the decision to award a contract, from this solicitation, the Virginia Department of Agriculture & Consumer Services will post such notice on the DGS/DPS eVA web site (http://www.eva.virginia.gov) for a minimum of 10 days. Any final contract awarded from this solicitation shall be made available for public inspection.

DEPARTMENT OF AGRICULTURE & CONSUMER SERVICES

PURCHASING OFFICE, SECOND FLOOR

102 Governor Street, Richmond, Virginia 23219

SUPPLIER BID INSTRUCTIONS & RESPONSE

IFB # VDACS-301-27-009

For

Operations and Management Services for the Southeast Virginia Farmers Market https://protect.checkpoint.com/v2/r01/___http:/www.eva.virginia.gov/___.YXAzOmRsZ3N0cmF0ZWdpYzpjOm9mZmljZTM2NV9lbWFpbHNfYXR0YWNobWVudDpmMjU3OTk3MDE2NzY2ODUxYjJmODVlMTdkMzY1YTU5NTo3Ojg4ODI6MjgwZTBjZWFhMGMxOWRlYmM0ZGY4ZTBjNWVjOTA5MzllYjBlZjVhNTRhNWViMWEzM2E0N2U5NjQ4MzlkZTJkMTpwOlQ6Rg

VDACS-301-27-009 – Operations and Management Services for the Southeast Virginia Farmers Market

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

☐ Completed bid titled: [Company Name] – VDACS-301-27-009 Operations and Management Services for the Southeast

Virginia Farmers Market

☐ Bid submitted per the instructions in Section I, Instructions for Response and Submission for Supplier Bid.

☐ Company information completed and included with bid response (refer to Section VI.1, Supplier Information).

o Bid response contains signature in Section VI.1, Supplier Information by person legally authorized to agree to the terms and conditions. Electronic signature is fine.

☐ Payment Schedule completed (refer to Section VI.5.)

☐ Appendix A: Authorization to Transact Business in The Commonwealth of Virginia form completed and included as a separate attachment.

o Document submitted as separate attachment titled: [Company Name] - VDACS-301-27-009 – Appendix A.

☐ Appendix B: Commonwealth of Virginia Substitute W-9 completed and included with bid response as separate attachment.

o Document submitted as separate attachment titled: [Company Name] - VDACS-301-27-009 – Appendix B.

☐ Appendix C: Small Business Subcontracting Plan form completed and included as a separate attachment.

o Document submitted as separate attachment title: [Company Name] – VDACS-301-27-009 – Appendix C

☐ Appendix D: Pricing Schedule form completed and included as a separate attachment.

o Document submitted as separate attachment title: [Company Name] – VDACS-301-27-009 – Appendix D

☐ Addenda: Copy all addenda (if applicable) signed and included with bid response as separate attachment.

o Document submitted as separate attachment titled: [Company Name] - VDACS-301-27-009 – Addendum.

Table of Contents

I. INSTRUCTIONS FOR RESPONSE AND SUBMISSION FOR SUPPLIER BID 4

II. PURPOSE 5

III. BACKGROUND AND OVERVIEW 5

IV. SUPPLIER RESPONSE 7

1. SUPPLIER INFORMATION 7

2. SUPPLIER REQUIREMENTS 8

3. VDACS OBLIGATIONS 9

4. OTHER REQUIREMENTS AND INFORMATION 9

5. PAYMENT SCHEDULE 9

V. GENERAL TERMS AND CONDITIONS 9

VI. SPECIAL TERMS AND CONDITIONS 17

VII. APPENDICES 21

VIII. ATTACHMENTS 30

I. INSTRUCTIONS FOR RESPONSE AND SUBMISSION FOR SUPPLIER BID

Suppliers must complete and provide responses to the following documents as instructed in the table below. Bids not submitted in accordance with these instructions shall not be considered by VDACS.

Supplier Response and Submission Instructions Supplier Bid Response Document The Supplier shall submit a complete response to the Supplier Bid Instructions & Response document, to include:

1. Complete and sign the Supplier Information tables in Section IV.1.

2. Complete the Payment Schedule table in Section IV.5.

The Supplier Bid Response & Contract document, and all its appendices and any addenda represent the Entire Agreement with VDACS for the services described therein. The Supplier shall submit complete responses to the Appendices to the Supplier Bid Instructions & Response document, to include:

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

• APPENDIX B: COMMONWEALTH OF VIRGINIA SUBSTITUTE W9 FORM

• APPENDIX C: SMALL BUSINESS SUBCONTRACTING PLAN

• APPENDIX D: PRICING SCHEDULE

The Supplier shall not include or submit any forms and/or agreements requiring VDACS signature with bid or after any resulting contract as a result of this bid process. Modifications of or additions to any of the terms and conditions herein will result in a non-responsive bid with no consideration for award.

All Suppliers shall submit bids electronically through eVA following the instructions below by the due date and time. Supplier must be registered in eVA to submit an electronic response. Supplier must submit one (1) complete copy of the response including all appendices and exhibits.

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

a. Go to www.eva.virginia.gov

b. Click on “I Sell To Virginia”

c. Click on “eVA Supplier Training”

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

Bidder should contact eVA Customer Care at 1-866-289-7367 with any questions on how to respond to an open solicitation. VDACS is unable to assist Suppliers with the use of eVA, to include Supplier registration, accessing and maintaining Supplier accounts, navigation in the eVA system, technical issues, data issues, etc. Bids not submitted electronically as instructed by the bid deadline will not be considered by VDACS.

Note: All eVA bids must be submitted in the most current round of bidding to be considered responsive. Any addendum to the IFB will be considered to begin a new round of bidding and will require the bid be re-submitted if submitted in eVA prior to the posting of the addendum. Supplier must initial below to indicate acknowledgement of this requirement.

_______ Supplier acknowledges that any addendum will constitute a new round of bidding and will be required to re-submit a bid (if previously submitted) to be responsive.

IMPORTANT: Late or unsealed bids will not be accepted. Faxed, mailed, hand-delivered, or emailed will not be accepted.

All questions should be directed to the SPOC: Catherine Bobeau, Senior Contract Specialist. Do not contact any other VDACS personnel aside from the SPOC listed here regarding this solicitation.

II. PURPOSE

The Virginia Department of Agriculture and Consumer Services (herein referred to as “VDACS” or “Purchasing Agency”) is soliciting sealed bids from qualified Suppliers to establish a contract with one Bidder for the Operations and Management of the Southeast Virginia Farmers Market located in Courtland, Virginia for the owner, the Virginia Department of Agriculture and Consumer Services (VDACS), an agency of the Commonwealth of Virginia.

III. BACKGROUND AND OVERVIEW

A. GENERAL INFORMATION

The Virginia Department of Agriculture and Consumer Services (VDACS) was established in 1877 to promote the economic growth and development of Virginia agriculture, provide consumer protection, and encourage environmental stewardship. VDACS is headquartered in Richmond, Virginia and has several field offices and four regional diagnostic animal health laboratories.

The 1986 General Assembly created the Virginia Farmers Market Board to plan a marketing network to establish new marketing and distribution outlets for producers and buyers. The 1988 General Assembly provided funding to establish the Virginia Farmers Market Network, consisting of both wholesale and shipping markets, throughout Virginia. The 2001 General Assembly abolished the Virginia Farmers Market Board and transferred the Farmers Market oversight responsibility to the Board of Agriculture and Consumer Services.

The Virginia Farmers Market includes one (1) wholesale/shipping point farmers market which is the Southeast Virginia Farmers Market in Courtland, VA.

B. FARMERS MARKET SERVICES

The market provides space and cold storage for brokers, shippers, and farmers and services required to market local agricultural products. Commodities, specifically produce, are solicited from growers in the regional area surrounding the facility and southeast Virginia. The market facility exists to provide the opportunity to stimulate fruit and vegetable production in its service area.

C. MARKET USERS AND CUSTOMERS

The Southeast Virginia Farmers Market provides service to producers/suppliers within the region of the facility (generally Southeastern Virginia and Northeastern North Carolina).

D. DESCRIPTION OF FACILITIES AVAILABLE FOR USE

The Southeast Virginia Farmers Market is located in the Southampton County Agri-business Park, 24540 Agri Park Drive, Courtland, VA 23837 and consists of 20.99 acres. The farmer’s market was built in 1998 and consists of the following four buildings:

Market Produce Warehouse areas available

1. Cooler #4 cold storage and dry storage space totaling 4528 GSF

2. Dry storage space # 213 (previously the hydro cooler room) 4800 GSF

3. Storage room # 210 (previously the ice making room) 1152 GSF

4. 6000 square feet of dock space

5. Market Melon Building totaling 4,600 GSF

6. Market Office Building totaling 1,300 GSF

7. Market Sales Shed totaling 4,200 GSF

IV. SUPPLIER RESPONSE

1. SUPPLIER INFORMATION

BID RESPONSE: SUPPLIER INFORMATION

VDACS-301-27-009

Issue Date: September 1, 2026

Title: Operations and Management Services for the Southeast Virginia Farmers Market

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

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

In compliance with this Solicitation and to all the conditions imposed therein and hereby incorporated by reference, the undersigned offers and agrees to furnish the goods/services at the prices indicated in Section VI.5, Pricing Schedule.

Name and Address of Firm Authorized Representative of Firm

By:

(signature)

Name:

(please print) eVA Vendor ID: Title:

DUNS#: Date:

Telephone #: Telephone:

Fax # Email:

2. SUPPLIER REQUIREMENTS

If selected, the selected Supplier will be responsible for the following list of requirements.

1. The Supplier shall operate and manage the Southeast Virginia Farmers Market as an independent contractor.

The goal of the market is to improve and expand domestic and international marketing opportunities for agricultural commodities while enhancing the economy and profitability of Virginia’s agricultural industry.

2. The Supplier may collect fees from market participants.

3. The Supplier must operate the market in a manner to support the objectives of the Commonwealth to include local agricultural production.

4. The Supplier will accept accrued profits or losses from the operation of the market.

5. The Supplier may cooperate with local individuals, groups, industry associations, and advisory boards to maintain strong support of the region and market concept.

6. The Supplier shall be solely responsible for office furniture and equipment and shall provide any office furniture or office equipment deemed necessary for the efficient operation of the market. Any office furniture and equipment presently supplied by the Commonwealth remains the property of the Commonwealth.

Disposal of the Commonwealth’s property is limited to the Commonwealth.

7. The Supplier is strictly prohibited from sub-leasing the market or any sub-set of the Southeast Virginia Farmers Market in Courtland, VA.

8. The Supplier must implement a program of Good Agricultural Practices (GAP), as outlined by USDA and FDA guidelines. In addition, should a Hazard Analysis Critical Control Point (HAACP) plan be deemed necessary by appropriate authorities, the Supplier must have the knowledge, skills and abilities to implement such a program in place in a reasonable amount of time. (HAACP is mandated by FDA for entities involved in any kind of food processing or food manufacturing.)

9. The Supplier shall reimburse VDACS for all facility related operational expenses including utility costs (water, sewer, waste disposal, electricity, oil, natural gas, propane, etc.), maintenance and testing requirements for water supply systems, and processing wastewater disposal systems.

10. The Supplier shall provide resources that can effectively manage, conduct general office duties, and provide oversight to ensure the entire facility is maintained.

11. The Supplier shall operate the market in compliance with all applicable laws, rules and regulations required by State and Federal agencies including, the Virginia Departments of Health, Environmental Quality, Labor & Industry, Agriculture and Consumer Services, and the United States Department of Agriculture, Environmental Protection Agency and Food & Drug Administration.

12. The Supplier shall be responsible for the maintenance and repair of all assigned buildings, to include but not limited to the refrigeration or freezer systems, plumbing, electrical, grounds, pavement, and associated building equipment.

13. The Supplier shall be responsible for Preventative Maintenance Contracts for all assigned building control systems, heating and cooling systems, refrigeration systems, and other equipment to include coolers and ice equipment as applicable.

14. The Supplier shall repair any damage to the building shell or components being utilized.

15. The Supplier shall maintain, repair all equipment purchased by the Supplier such as, but not limited to, forklifts, conveyers, office equipment.

16. The Supplier shall maintain and repair all equipment conveyed in this Contract such as, but not limited to, forklifts, pallet jacks, coolers, conveyers, packing line equipment, ice equipment, and office equipment, shall be the responsibility of Contractor. If any of this equipment becomes non-functional and cannot be repaired, VDACS reserves the right not to replace it.

17. The Supplier shall submit any plans for alteration, renovation and/or retrofitting of the facility or any part of facility to VDACS Office of Administrative and Financial Services for review and approval at least ninety (90) days prior to anticipated start of the project. All alterations, renovations or retrofitting must be done in accordance with the current edition of the Virginia Uniform Statewide Building Code, BOCA National Building

Code, BOCA National Plumbing Code, BOCA National Mechanical Code, NFIPA National Electric Code and/or ANSI A117.1 Handicap Standard 1980. The Supplier shall be responsible for all costs associated with necessary plan and specifications review.

18. The Supplier shall obtain and maintain a Perishable Agriculture Commodity Act (PACA) License from USDA/AMS, Fruit and Vegetable Division.

3. VDACS OBLIGATIONS

A. VDACS RESPONSIBILITIES: VDACS will have the following responsible under the Contract:

1. VDACS shall be responsible for major replacement of “complete” Building Systems. Building Systems include the building shell, roof, refrigeration systems, and parking lot.

2. VDACS shall be responsible for preventative maintenance of fire alarm systems and sprinkler systems.

3. VDACS, Departments of Health, Environmental Quality, Labor & Industry may semi-annually inspect all buildings, grounds, pavement and associated equipment to determine if the facility is being properly maintained. Failure of the Supplier to properly maintain the market facility may be grounds for cancellation of the contract.

4. VDACS will review and provide a decision on all alterations, renovations and/or retrofitting of the facility or any part of facility within thirty (30) days of submission.

5. VDACS will provide utility to the site to include water, sewer, waste disposal, electricity, oil, natural gas, propane. VDACS will invoice the Supplier at cost for all utility expenses monthly.

4. OTHER REQUIREMENTS AND INFORMATION

A. COMMUNICATION BETWEEN SUPPLIER AND VDACS

Phone and/or email communication shall be utilized between Supplier and VDACS. Points of contact shall be established by Supplier and VDACS and a full contact list of all personnel involved shall be provided to both parties within 10 business days of award of the contract.

5. PAYMENT SCHEDULE

See Appendix D: Pricing Schedule.

V. GENERAL TERMS AND CONDITIONS

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

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

1. During the performance of this contract, the 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, veteran status, status as military family, or any other basis prohibited by state law relating to discrimination in employment, except where there is a bona fide occupational qualification reasonably necessary to the normal operation of the 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, suppliers certify that their bids are made without collusion or fraud and that they have not offered or received any kickbacks or inducements from any other bidder, supplier, manufacturer or subcontractor in connection with their bid, and that they have not conferred on any public employee having official responsibility for this procurement transaction any payment, loan, subscription, advance, deposit of money, services or anything of more than nominal value, present or promised, unless consideration of substantially equal or greater value was exchanged.

E. IMMIGRATION REFORM AND CONTROL ACT OF 1986: 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 FOR IFBs: Failure to submit a bid on the official state form provided for that purpose shall be a cause for rejection of the bid. Modification of or additions to any portion of the Invitation for Bids may be cause for rejection of the bid; however, the Commonwealth reserves the right to decide on a case by case basis, in its sole discretion, whether to reject such a bid as nonresponsive. As a precondition to its acceptance, the Commonwealth may, in its sole discretion, request that the supplier withdraw or modify nonresponsive portions of a bid which do not affect quality, quantity, price, or delivery. No modification of or addition to the provisions of the contract shall be effective unless reduced to writing and signed by the parties.

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

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 the date of offset when offset proceedings have been instituted as authorized under the Virginia Debt Collection Act.

e. Unreasonable Charges. Under certain emergency procurements and for most time and material purchases, final job costs cannot be accurately determined at the time orders are placed. In such cases, 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 researched and challenged, and that portion of the invoice held in abeyance until a settlement can be reached. Upon determining that invoiced charges are not reasonable, the Commonwealth shall promptly notify the 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 (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:

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

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

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 and adjustment to compensation, the contractor shall be compensated for any additional costs incurred as the result of such order and shall give the Purchasing Agency a credit for any savings. Said compensation shall be determined by one of the following methods:

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

b. By agreeing upon a unit price or using a unit price set forth in the contract, if the work to be done can be expressed in units, and the 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, 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 Commonwealth may have.

Q. INSURANCE: By signing and submitting a bid under this solicitation, the supplier or 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 supplier or Bidder further certifies that the contractor and any subcontractors will maintain these insurance coverages during the entire term of the contract and that all coverage will be provided by companies authorized to sell insurance in Virginia by the Virginia State Corporation Commission.

MINIMUM INSURANCE COVERAGES AND LIMITS REQUIRED FOR CONTRACTS:

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

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

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

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

During the performance of this contract, the 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.

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

U. eVA BUSINESS-TO-GOVERNMENT VENDOR REGISTRATION, CONTRACTS, AND ORDERS: The eVA Internet electronic procurement solution, website portal www.eVA.virginia.gov, streamlines and automates government purchasing activities in the Commonwealth. The eVA portal is the gateway for 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 eProcurement solution by completing the free eVA Vendor Registration. All suppliers or Bidders must register in eVA and pay the Vendor Transaction Fees specified below; failure to register will result in the bid being rejected.

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

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

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

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

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

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

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

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

W. 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, suppliers /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.

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

Y. 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.

Z. 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.

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

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

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

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

VI. 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: An award will be made to the lowest responsive and responsible bidder. Evaluation will be based on net prices. Unit prices, extensions and grand total must be shown. In case of arithmetic errors, the unit price will govern. If cash discount for prompt payment is offered, it must be clearly shown in the space provided.

Discounts for prompt payment will not be considered in making awards. The State reserves the right to reject any and all bids in whole or in part, to waive any informality, and to delete items prior to making an award.

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. 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 one purchase order with the applicable eVA transaction fees assessed for each order. Vendors desiring to provide goods and/or services to the Commonwealth shall participate in the eVA eProcurement Program and agree to comply with the following:

If this solicitation is for a term contract, failure to provide an electronic catalog (price list) or Punch-Out Catalog for items awarded will be just cause for the Commonwealth to reject your bid/offer or terminate this contract for default.