REQUEST FOR PROPOSAL PROJECT

#V211-27-014

ATHLETIC APPAREL SPONSORSHIP

28 September 2026

Virginia Military Institute Lexington, Virginia 24450-0304

REQUEST FOR PROPOSALS

RFP# V211-27-014

Issue Date: 28 September 2026

Title: Athletic Apparel Sponsorship

Questions Due Date: Questions will be received until 2:00 PM, 8 October 2026

Due Date: 28 October 2026 at 2:00 PM

Issuing Agency: Virginia Military Institute Procurement Services 330 Parade Avenue, Smith Hall #314 Lexington, VA 24450

Period of Contract: The initial term of this contract will be for 5 years, with five optional one-year renewals

Responses are to be submitted electronically through www.eva.virginia.gov. One complete proposal and one copy with redacted proprietary information should be included in the vendor response. One electronic copy with a searchable PDF format (flash drive) with proprietary information clearly indicated in accordance with the Virginia Freedom of Information Act.

In Compliance With This Request For Proposal And To All The Conditions Imposed Therein And Hereby Incorporated By Reference, The Undersigned Offers And Agrees To Furnish The Goods/Services In Accordance With The Attached Signed Response Or As Mutually Agreed Upon By Subsequent Negotiation.

Name and Address of Firm:

Date:

By:

(Signature In Ink)

Name:

(Please Print)

Zip Code: Title:

EVA Vendor ID or DUNS number Phone: ( )

E-mail: Fax: ( )

Minority Vendor: Woman owned: Small Business SWaM Certification Number: ___

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

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

TABLE OF CONTENTS PAGE

I. PURPOSE 4

II. CONTRACT PERIOD 4

III. BACKGROUND 4

IV. SMALL, WOMAN-OWNED AND MINORITY (SWaM) PARTICIPATION 5

V. STATEMENT OF NEEDS 6

VI. RESPONSE PREPARATION AND SUBMISSION 7

VII. EVALUATION CRITERIA AND AWARD 8

VIII. METHOD OF PAYMENT 9

IX. ADDENDUM 9

X. CONTRACT ADMINISTRATION 10

XI. GENERAL TERMS AND CONDITIONS 10

XII. SPECIAL TERMS AND CONDITIONS 19

ATTACHMENTS:

A: UNDERSTANDING OF REQUIREMENTS

B: CONFLICT OF INTEREST STATEMENT

C: CONTRACTOR DATA SHEET

D: REFERENCES

E: SWaM (Small, Woman- and/or Minority-Owned Business Certification)

F : SMALL BUSINESS SUB-CONTRACTING PLAN

G: SAMPLE CONTRACT

I. PURPOSE:

The purpose of this Request for Proposals (RFP) is to solicit sealed proposals from qualified providers to establish a contract through competitive negotiations by Virginia Military Institute, an Agency of the Commonwealth of Virginia.

Virginia Military Institute is seeking a strategic apparel partner to provide competition uniforms, footwear, sideline apparel, training gear, spirit wear, and related athletic equipment for all varsity athletic programs. The selected provider shall support the Institute’s commitment to athletic excellence, student-athlete performance, brand enhancement, fan engagement, and operational efficiency.

II. CONTRACT PERIOD:

The initial term of this contract is for five years, with five optional one-year renewals.

This solicitation is issued in accordance with the provisions of:

A. Procurement Manual for Institutions of Higher Education and their Vendors

B. Governing Rules for Restructured Public Institutions of Higher Education

III. BACKGROUND:

A. The Institute

The mission of VMI is to develop educated, honorable men and women, prepared for the varied work of civil life, imbued with love of learning, confident in the functions and attitudes of leadership, possessing a high sense of public service, advocates of the American democracy and free enterprise system, and ready as citizen-soldiers to defend their country in time of national peril.

To accomplish this result, Virginia Military Institute shall provide to qualified young men and women undergraduate education of highest quality – embracing engineering, science, and the arts – conducted in and facilitated by the unique VMI system of military discipline.

Founded in 1839, the Virginia Military Institute is a four-year undergraduate college awarding B.A. and B.S. degrees. VMI is the nation’s first state-supported military college and from the beginning, the VMI experience has instilled the character traits of service to community and to others in its cadets.

Current enrollment is 1722 from 41 states and 6 countries and sits on 134 acres, 12 of which are designated as National Historic District.

B. NCAA Athletics

VMI fields 18 teams on the NCAA Division I level. VMI sponsors 11 teams for men in baseball, basketball, cross country, football, lacrosse, rifle, soccer, swimming, indoor and outdoor track & field, and wrestling. VMI sponsors 7 teams for women in cross country, rifle, soccer, swimming and diving, indoor and outdoor track & field, and water polo.

https://vascupp.org/sites/vascupp/files/2020-09/hem.pdf https://vascupp.org/sites/vascupp/files/2020-05/vascapp-governing-rules.pdf

Approximately one-third of the Corps of Cadets play on one of VMI’s intercollegiate athletic teams making it one of the most active athletic programs among its student body. Of the VMI athletes who complete their eligibility, 92 percent receive their VMI diplomas.

A listing of athletic teams, coaches and rosters as well as current and past schedules/results may be viewed on the official web site www.vmikeydets.com.

VMI’s athletic program returned to the Southern Conference on July 1, 2014. The Southern Conference (SoCon) is the nation’s fifth-oldest NCAA Division I collegiate athletic association. The SoCon sponsors 20 varsity sports and championships that produce participants for NCAA Division I Championships with a membership that includes 10 institutions and a footprint that spans six states:

Alabama, Georgia, North Carolina, South Carolina, Tennessee and Virginia.

Current league members are The Citadel, East Tennessee State, Furman, Mercer, University of North Carolina/Greensboro, Samford, University of Tennessee/Chattanooga, VMI, Western Carolina and Wofford.

Each of VMI’s football and basketball games as well as many other contests are televised live on ESPN3 or ESPN+. During 2013 football season, VMI led the Big South Conference with a total of 4,952 viewers.

VMI’s recent, non-conference football and basketball schedules have included the University of Virginia, and Virginia Tech, U.S. Military and Naval Academies, Duke, West Virginia University, Ohio State University, University of Pittsburgh, as well as Wake Forest and Clemson Universities. In baseball, VMI’s more recent non-conference opponents have been Auburn, Florida State, Maryland, NC State, and South Carolina. Non-conference opposition for all other sports includes in-state rivals William & Mary, James Madison, Virginia Commonwealth, George Mason, Liberty, Old Dominion, and the University of Richmond.

IV. SMALL, WOMAN-OWNED AND MINORITY (SWaM) PARTICIPATION:

It is the mission of VMI Procurement Services to obtain quality goods and services at reasonable costs in a professional, efficient, and responsive manner while adhering to the applicable governing laws of the Commonwealth of Virginia and the policies of the Institute.

In compliance with the Memorandum of Understanding authorized through the Restructured Higher Education Financial and Administrative Operations Act of 2005 and Chapter 829 of the 2008 Acts of Assembly, the Institute requires that “all procurement procedures be conducted in a fair and impartial manner with avoidance of any impropriety or appearance of impropriety, that all qualified vendors have access to public business and that no offeror be arbitrarily or capriciously excluded.”

It is the policy of the Commonwealth of Virginia and Virginia Military Institute to contribute to the establishment, preservation, and strengthening of small businesses and businesses owned by women and minorities and to encourage their participation in State procurement activities. To that end, VMI is fully committed to achieving the standards set forth in the Governor’s Executive Order and expects its partners to support a goal of no less than 42% spend with SWaM certified vendors.

Preference will be given during evaluation to those business entities that are currently SWaM certified. Information regarding certification can be obtained at www.SBSD.virginia.gov.

Sub-Contracting Reporting Requirements: It is required that the utilization of small businesses and businesses owned by Women, Minorities and Veterans be reported quarterly and that such businesses will be certified by the Virginia Department of Small Business and Supplier Diversity (SBSD). Only those businesses possessing this certification can be reported in an effort to reach the expected goal of 42%.

All potential Offerors are required to submit A Small Business Subcontracting Plan (Attachment E) unless the Offeror is an SBSD-certified SWaM business enterprise.

V. STATEMENT OF NEEDS:

The selected apparel provider shall serve as the exclusive supplier of athletic apparel uniforms, footwear, and related products for VMI Athletics. The Institute’s NCAA teams will, unless otherwise agreed to in writing, wear and use the offeror’s footwear, apparel, uniforms, balls, equipment, and accessories in the sport impacted, and will not wear or use any competitor’s products on either game days, practices, or during training.

The provider’s responsibilities shall include:

A. The provider shall supply competition uniforms, training apparel, footwear, and related athletic products to support VMI Athletics programs.

B. The provider shall support the apparel and equipment needs of student-athletes and coaches through innovative, high-performance products that meet established standards for quality, durability, comfort, and functionality.

C. The provider shall provide design, customization, and branding services consistent with VMI

Athletics and Virginia Military Institute licensing, trademark, and brand standards.

D. The provider shall maintain reliable ordering, inventory management, distribution, fulfillment, and customer service capabilities to ensure timely and efficient delivery of products.

E. The provider shall support VMI Athletics recruiting, marketing, fan engagement, and promotional initiatives through apparel-related activations, resources, and other creative opportunities.

F. The provider shall collaborate closely with VMI Athletics staff and program representatives to identify and address evolving needs, improve service delivery, and enhance the overall student-athlete and coach experience.

G. The provider shall identify and pursue mutually beneficial opportunities that generate value for

VMI Athletics through sponsorships, licensing, retail programs, promotional initiatives, and other partnership activities.

H. The provider shall also serve as a strategic partner to VMI Athletics, contributing to the

Department’s competitive success, brand visibility, operational efficiency, financial value, and long-term institutional and athletics goals.

VI. RESPONSE PREPARATION AND SUBMISSION:

A. Specific Requirements

Responses should be as thorough and detailed as possible so that the Institute may properly evaluate Offerors’ capabilities to provide the required services. Offerors are required to submit the following information as a complete Response:

1. Partnership Approach and Value Proposition Describe the proposed partnership model and explain how the Proposer will support VMI Athletics’ competitive objectives, brand visibility, student-athlete experience, recruiting efforts, marketing initiatives, and overall program success. The response should identify the Proposer’s approach to building a collaborative, long-term relationship with VMI Athletics and describe the specific resources, capabilities, and strategic benefits that will be provided.

2. Product and Service Capabilities Provide a comprehensive overview of the Proposer’s product offerings and service capabilities, including competition uniforms, training apparel, footwear, equipment, customization and design services, inventory management, distribution and fulfillment, ordering processes, account management, customer service, and related support. The response shall demonstrate the Proposer’s ability to meet the comprehensive apparel, footwear, and equipment requirements of a Division II intercollegiate athletics program.

3. Financial and Sponsorship Proposal

Detail all financial and value-added components of the proposed partnership, including, as applicable, product support, discounts, rebates, sponsorship contributions, marketing and promotional support, retail opportunities, licensing or revenue-sharing arrangements, experiential opportunities, and any other financial or in-kind benefits offered to VMI Athletics.

Proposers shall clearly identify the value, terms, conditions, and assumptions associated with each proposed benefit.

4. Submission Instructions and Addenda

Return the completed and signed Submission Instructions page and all applicable addenda in accordance with the solicitation requirements. All required signatures, certifications, acknowledgments, and other requested information shall be provided.

B. General Requirements

1. RFP Response: In order to be considered for selection, Offerors must submit a complete response to this RFP. Response must be submitted electronically through www.eva.virginia.gov

No other distribution of the Responses shall be made by the Offeror.

2. Response Preparation

a. Responses shall be signed by an authorized representative of the Offeror. All information requested should be submitted. Failure to submit all information requested may result in the Institute requiring prompt submission of missing information and/or giving a lowered evaluation of the response. Responses which are substantially incomplete or lack key information may be rejected by the Institute at its discretion. Mandatory requirements are those required by law or regulation or are such that they cannot be waived and are not subject to negotiation.

b. Responses should be prepared simply and economically providing a straightforward, concise description of capabilities to satisfy the requirements of the RFP. Emphasis should be on completeness and clarity of content.

c. Responses should be organized in the order in which the requirements are presented in the RFP. All pages of the Response should be numbered. Each paragraph in the Response should reference the paragraph number of the corresponding section of the RFP. It is also helpful to cite the paragraph number, sub-letter, and repeat the text of the requirement as it appears in the RFP. If a response covers more than one page, the paragraph number and sub-letter should be repeated at the top of the next page. The response should contain a table of contents which cross references the RFP requirements. Information which the offeror desires to present that does not fall within any of the requirements of the RFP should be inserted at an appropriate place or be attached at the end of the response and designated as additional material. Responses that are not organized in this manner risk elimination from consideration if the evaluators are unable to find where the RFP requirements are specifically addressed.

d. Should the proposal contain proprietary information, provide one (1) redacted hard copy of the proposal and all attachments with proprietary portions removed or blacked out.

This copy should be clearly marked “Redacted Copy” on the front cover and the file name should include “redacted”. The classification of an entire proposal document, line item prices, and/or total proposal prices as proprietary or trade secrets is not acceptable. VMI shall not be responsible for the Offeror’s failure to exclude proprietary information from this redacted copy. See section e. below for additional information.

e. Ownership of all data, material and documentation originated and prepared for the Institute pursuant to the RFP shall belong exclusively to the Institute and be subject to public inspection in accordance with the Virginia Freedom of Information Act. Trade secrets or proprietary information submitted by an Offeror shall not be subject to public disclosure under the Virginia Freedom of Information Act. However, to prevent disclosure the Offeror must invoke the protections of Section 2.2-4342F of the Code of Virginia, in writing, either before or at the time the data or other materials is submitted. The written request must specifically identify the data or other materials to be protected and state the reasons why protection is necessary. The proprietary or trade secret material submitted must be identified by some distinct method such as highlighting or underlining and must indicate only the specific words, figures, or paragraphs that constitute trade secret or proprietary information. The classification of an entire Response document, line item prices and/or total Response prices as proprietary or trade secrets is not acceptable and may result in rejection of the Response.

VII. EVALUATION CRITERIA AND AWARD:

A. Evaluation Criteria

Responses will be evaluated by Virginia Military Institute using the following:

No. Criteria Maximum Point Value 1 Quality of products/services offered and suitability for intended purposes

2 Approach and Methodology to provide the services 20 3 Qualifications and experience of the offeror to be used to provide the services

4 Financial Proposal 40 Total Points 100

B. Award

Selection shall be made of two or more offerors deemed to be fully qualified and best suited among those submitting proposals on the basis of the evaluation factors included in the Request for Proposals, including price. Negotiations shall be conducted with the offerors so selected.

Price shall be considered but need not be the sole determining factor. After negotiations have been conducted with each offeror so selected, VMI shall select the offeror which, in its opinion, has made the best proposal, and shall award the contract to that offeror. The Commonwealth reserves the right to make multiple awards as a result of this solicitation. The Commonwealth may cancel this Request for Proposals or reject proposals at any time prior to an award and is not required to furnish a statement of the reasons why a particular proposal was not deemed to be the most advantageous (Code of Virginia, § 2.2-4359D). Should the Commonwealth determine in writing and in its sole discretion that only one offeror is fully qualified, or that one offeror is clearly more highly qualified than the others under consideration, a contract may be negotiated and awarded to that offeror.

The award document will be a contract incorporating by reference all the requirements, terms and conditions of the solicitation and the successful offerors’ proposal as negotiated.

VIII. METHOD OF PAYMENT

Virginia Military Institute will authorize payment to the successful offeror after receiving satisfactory service and receipt of the successful offeror’s correct invoice for services rendered.

Invoice documents shall include the contract number and purchase order number. Invoices must correspond with contract prices. Unless specified otherwise in a purchase order change form or a contract modification agreement, invoices shall be sent electronically to the following address:

payables@vmi.edu

IX. ADDENDUM:

Any ADDENDUM issued for this solicitation may be accessed at http://www.eva.virginia.gov under the

VBO.

X. CONTRACT ADMINISTRATION:

The Director of Intercollegiate Athletics at Virginia Military Institute, or his designee, shall be identified as the Contract Administrator and shall use all powers under the contract to enforce its faithful performance.

The Contract Administrator, or his designee, shall determine the amount, quantity, acceptability, fitness of all aspects of the services and shall decide all other questions in connection with the services. The Contract Administrator, or his designee, shall not have 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 Procurement Services at Virginia Military Institute through a written amendment to the contract.

mailto:payables@vmi.edu

XI. GENERAL TERMS AND CONDITIONS

A. PURCHASING MANUAL: This solicitation is subject to the provisions of the Commonwealth of Virginia’s Purchasing Manual for Institutions of Higher Education and Their Vendors and any revisions thereto, which are hereby incorporated into this contract in their entirety. A copy of the manual is available for review at the purchasing office. The manual may be accessed electronically at https://vascupp.org/sites/vascupp/files/2020-09/hem.pdf.

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. VMI 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 Commonwealth of Virginia Vendor’s Manual. The Contractor shall comply with all applicable federal, state and local laws, rules and regulations.

C. ANTI-DISCRIMINATION: By submitting their proposals, offerors certify to the Commonwealth that they will conform to the provisions of the Federal Civil Rights Act of 1964, as amended, as well as the Virginia Fair Employment Contracting Act of 1975, as amended, where applicable, the Virginians With Disabilities Act, the Americans With Disabilities Act and § 2.2-4311 of the Virginia Public Procurement Act (VPPA). If the award is made to a 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. (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, national origin, age, disability, or any other basis prohibited by state law relating to discrimination in employment, except where there is a bona fide occupational qualification reasonably necessary to the normal operation of the Contractor. The Contractor agrees to post in conspicuous places, available to employees and applicants for employment, notices setting forth the provisions of this nondiscrimination clause.

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

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

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 https://vascupp.org/sites/vascupp/files/2020-09/hem.pdf 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 sub-contractor or vendor.

D. ETHICS IN PUBLIC CONTRACTING: By submitting their (bids/proposals), (bidders/offerors) 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 (bidder/offeror), supplier, manufacturer or sub-contractor 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.

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

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

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

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

G. ANTITRUST: By entering into a contract, the Contractor conveys, sells, assigns, and transfers to the Commonwealth of Virginia all rights, title and interest in and to all causes of action it may now have or hereafter acquire under the antitrust laws of the United States and the Commonwealth of Virginia, relating to the particular goods or services purchased or acquired by the Commonwealth of Virginia under said contract.

H. MANDATORY USE OF STATE FORM AND TERMS AND CONDITIONS FOR IFBs AND RFPs

Failure to submit a proposal on the official state form provided for that purpose may be a cause for rejection of the proposal. Modification of or additions to the General Terms and Conditions of the solicitation may be cause for rejection of the proposal; however, the Commonwealth reserves the right to decide, on a case by case basis, in its sole discretion, whether to reject such a proposal.

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

J. PAYMENT:

1. To Prime Contractor:

a. Invoices for items ordered, delivered and accepted shall be submitted by the Contractor directly to the payment address shown on the purchase order/contract. All invoices shall show the state contract number and/or purchase order number; social security number (for individual Contractors) or the federal employer identification number (for proprietorships, partnerships, and corporations).

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

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

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

e. Unreasonable Charges. Under certain emergency procurements and for most time and material purchases, final job costs cannot be accurately determined at the time orders are placed. In such cases, Contractors should be put on notice that final payment in full is contingent on a determination of reasonableness with respect to all invoiced charges.

Charges which appear to be unreasonable will be resolved in accordance with Code of Virginia, § 2.2-4363 and -4364. Upon determining that invoiced charges are not reasonable, the Commonwealth shall notify the Contractor of defects or improprieties in invoices within fifteen (15) days as required in Code of Virginia, § 2.2-4351.,. The provisions of this section do not relieve an agency of its prompt payment obligations with respect to those charges which are not in dispute (Code of Virginia, § 2.2-4363).

2. To Sub-contractors:

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

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

(2) To notify VMI and the sub-contractor(s), in writing, of the Contractor’s intention to withhold payment and the reason.

b. The Contractor is obligated to pay the sub-contractor(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 sub-contractor 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 sub-contractor 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 sub-contractors to accept electronic and credit card payments.

K. PRECEDENCE OF TERMS: The following General Terms and Conditions COMMONWEALTH OF VIRGINIA PURCHASING MANUAL for INSTITUTIONS OF HIGHER EDUCATION and THEIR VENDORS, APPLICABLE LAWS AND COURTS, ANTI-DISCRIMINATION, ETHICS IN PUBLIC CONTRACTING, IMMIGRATION REFORM AND CONTROL ACT OF 1986, DEBARMENT STATUS, ANTITRUST, MANDATORY USE OF STATE FORM AND TERMS AND

CONDITIONS, CLARIFICATION OF TERMS, PAYMENT shall apply in all instances. In the event there is a conflict between any of the other General Terms and Conditions and any Special Terms and Conditions in this solicitation, the Special Terms and Conditions shall apply.

L. QUALIFICATIONS OF (BIDDERS/OFFERORS): The Commonwealth may make such reasonable investigations as deemed proper and necessary to determine the ability of the (bidder/offeror) to perform the services/furnish the goods and the (bidder/offeror) shall furnish to the Commonwealth all such information and data for this purpose as may be requested. The Commonwealth reserves the right to inspect (bidder’s/offeror’s) physical facilities prior to award to satisfy questions regarding the (bidder’s/offeror’s) capabilities. The Commonwealth further reserves the right to reject any (bid/proposal) if the evidence submitted by, or investigations of, such (bidder/offeror) fails to satisfy the Commonwealth that such (bidder/offeror) 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 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. VMI 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 VMI of the adjustment to be sought, and before proceeding to comply with the notice, shall await VMI’s written decision affirming, modifying, or revoking the prior written notice. If VMI decides to issue a notice that requires an adjustment to compensation, the Contractor shall be compensated for any additional costs incurred as the result of such order and shall give the Purchasing Agency a credit for any savings. Said compensation shall be determined by one of the following methods:

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

b. By agreeing upon a unit price or using a unit price set forth in the contract, if the work to be done can be expressed in units, and the Contractor accounts for the number of units of work performed, subject to VMI’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 VMI with all vouchers and records of expenses incurred and savings realized. VMI 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 VMI within thirty (30) days from the date of receipt of the written order from VMI. 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 VMI or with the performance of the contract generally.

P. ADDITIONAL GOODS AND SERVICES: VMI may acquire other goods or services that the supplier provides than those specifically solicited. VMI reserves the right, subject to mutual agreement, for the Contractor to provide additional goods and/or services under the same pricing, terms, and conditions and to make modifications or enhancements to the existing goods and services. Such additional goods and services may include other products, components, accessories, subsystems, or related services that are newly introduced during the term of this Agreement. Such additional goods and services will be provided to VMI at favored nations pricing, terms, and conditions.

Q. 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.

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

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

S. USE OF BRAND NAMES: Unless otherwise provided in this solicitation, the name of a certain brand, make or manufacturer does not restrict (bidders/offerors) to the specific brand, make or manufacturer named, but conveys the general style, type, character, and quality of the article desired.

Any article which the public body, in its sole discretion, determines to be the equivalent of that specified, considering quality, workmanship, economy of operation, and suitability for the purpose intended, shall be accepted. The (bidder/offeror) is responsible to clearly and specifically identify the product being offered and to provide sufficient descriptive literature, catalog cuts and technical detail to enable the Commonwealth to determine if the product offered meets the requirements of the solicitation. This is required even if offering the exact brand, make or manufacturer specified.

Normally in competitive sealed bidding only the information furnished with the bid will be considered in the evaluation. Failure to furnish adequate data for evaluation purposes may result in declaring a bid nonresponsive. Unless the (bidder/offeror) 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.

T. TRANSPORTATION AND PACKAGING: By submitting their (bids/proposals), all (bidders/offerors) 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.

U. INSURANCE: By signing and submitting a bid or proposal under this solicitation, the bidder or offeror 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 sub-contractors are involved, the sub-contractor will have workers’ compensation insurance in accordance with §§ 2.2-4332 and 65.2-800 et seq. of the Code of Virginia. The bidder or offeror further certifies that the Contractor and any sub-contractors will maintain this insurance coverage during the entire term of the contract and that all insurance coverage will be provided by insurance companies authorized to sell insurance in Virginia by the Virginia State Corporation Commission.

MINIMUM INSURANCE COVERAGES AND LIMITS:

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

2. Employer’s Liability - $100,000.

3. Commercial General Liability - $1,000,000 per occurrence and $2,000,000 in the aggregate.

Commercial General Liability is to include bodily injury and property damage, personal injury and advertising injury, products and completed operations coverage. The Commonwealth of Virginia shall be added as an additional insured to the policy by an endorsement.

4. Automobile Liability - $1,000,000 combined single limit. (Required only if a motor vehicle not owned by the Commonwealth is to be used in the contract. Contractor must assure that the required coverage is maintained by the Contractor (or third party owner of such motor vehicle.)

Profession/Service Limits Accounting $1,000,000 per occurrence, $3,000,000 aggregate Architecture $2,000,000 per occurrence, $6,000,000 aggregate Asbestos Design, Inspection or Abatement Contractors $1,000,000 per occurrence, $3,000,000 aggregate Health Care Practitioner (to include Dentists, Licensed Dental

Hygienists, Optometrists, Registered or Licensed Practical Nurses, Pharmacists, Physicians, Podiatrists, Chiropractors, Physical Therapists, Physical Therapist Assistants, Clinical Psychologists, Clinical Social Workers, Professional Counselors, Hospitals, or Health Maintenance Organizations.) Code of Virginia § 8.01-

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

Insurance/Risk Management $1,000,000 per occurrence, $3,000,000 aggregate Landscape/Architecture $1,000,000 per occurrence, $1,000,000 aggregate Legal $1,000,000 per occurrence, $5,000,000 aggregate Professional Engineer $2,000,000 per occurrence, $6,000,000 aggregate Surveying $1,000,000 per occurrence, $1,000,000 aggregate

V. ANNOUNCEMENT OF AWARD: Upon the award or the announcement of the decision to award a contract as a result of this solicitation, VMI will publicly post such notice on the DGS/DPS eVA VBO (www.eva.virginia.gov) for a minimum of 10 days.

W. 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 sub-contractor 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.

X. NONDISCRIMINATION OF CONTRACTORS: A bidder, offeror, 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 https://law.lis.virginia.gov/vacode/title8.01/chapter21.1/section8.01-581.15/ https://law.lis.virginia.gov/vacode/title8.01/chapter21.1/section8.01-581.15/ http://www.eva.state.va.us/ other basis prohibited by state law relating to discrimination in employment or because the bidder or offeror 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.

Y. eVA BUSINESS-TO-GOVERNMENT VENDOR REGISTRATION, CONTRACTS, AND ORDERS: The eVA

Internet electronic procurement solution, web site portal www.eVA.virginia.gov, streamlines and automates government purchasing activities in the Commonwealth. The eVA portal is the gateway for vendors to conduct business with state agencies and public bodies. All vendors desiring to provide goods and/or services to the Commonwealth shall participate in the eVA Internet e-procurement solution by completing the free eVA Vendor Registration. All bidders or offerors must register in eVA and pay the Vendor Transaction Fees specified below; failure to register will result in the bid/proposal being rejected.

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

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

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

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

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

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

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

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

AA. SET-ASIDES IN ACCORDANCE WITH THE SMALL BUSINESS ENHANCEMENT AWARD PRIORITY: This solicitation is set-aside for award priority to DSBSD-certified micro businesses or small businesses when designated as “Micro Business Set-Aside Award Priority” or “Small Business Set-Aside Award Priority” accordingly in the solicitation. DSBSD-certified micro businesses or small businesses also includes DSBSD-certified women- owned and minority-owned businesses when they have received the DSBSD small business certification. For purposes of award, bidders/offerors shall be deemed micro businesses or small businesses if and only if they are certified as such by DSBSD on the due date for receipt of bids/proposals.

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

BB. AUTHORIZATION TO CONDUCT BUSINESS IN THE COMMONWEALTH: A Contractor organized as a stock or nonstock corporation, limited liability company, business trust, or limited partnership or registered as a registered limited liability partnership shall be authorized to transact business in the Commonwealth as a domestic or foreign business entity if so required by Title 13.1 or Title 50 of the Code of Virginia or as otherwise required by law.