Best Value Acquisition

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The Best Value Acquisition (BVA) is used when the expected cost of the products and/or services to be provided is $200,000 or less and where price is not required to be the determining factor, although it may be, and allows Virginia Commonwealth University (VCU) the flexibility it needs to negotiate with firms to arrive at a mutually agreeable relationship.

Title: Event Planning Services

BVA Number: BVA #215189729CK-A

Issue Date: July 7, 2026

Questions Due (Please use the Questions Form Link)

July 10, 2026

RFP 215189729CK-A QUESTIONS FORM

Proposal Due Date: July 17, 2026

3:00 PM

Issuing Agency:

Procurement Services Virginia Commonwealth University

Direct Inquiries and Submit Proposal to:

Christopher C. Kersey, CPPB, CUPO ckersey2@vcu.edu

A VASCUPP Member Institution https://docs.google.com/forms/d/e/1FAIpQLSdx_K1Cib3NgPfAOLkvR-JQKc2aXOZ3HAkOf3taUnhhHAtqtA/viewform?usp=publish-editor

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I. DESCRIPTION OF SERVICES / STATEMENT OF NEEDS

Virginia Commonwealth University (“VCU”) is seeking proposals from qualified firms to provide event planning services for the University’s signature events: RAMCamp and Weeks of Welcome (WOW), as defined in the Statement of Needs below. Firms who meet the requirement specified in this BVA will be issued a purchase order. The terms and conditions of this BVA will govern the purchase order.

. RAM Camp 2026 STATEMENT OF NEEDS - Lead Department: Residential Life and Housing

Budget: up to but not exceed $93,500

VCU Residential Life and Housing is in search of the following services provided by vendors to accommodate each of the following dates with the following needs. Firm should be able to provide all requested items (or similar) and oversee event site/provide labor support for each event.

1. DECORATIONS SET UP/DECOR IN ALTRIA THEATRE

. Date: Monday August 10, 2026

a. Location: Altria Theatre: designated spaces | 6 N Laurel St, Richmond, VA 23220

b. Budget: up to but not-to-exceed $7,500

c. Decor

1) Custom centerpieces for 60 tables to match theme for RAM Camp (Back on Air)

a) RAM Camp 2026 Theme is “Back on Air.” Campers are broken down into 4 areas based on TV Networks. The 4 areas are Ramelodeon (color orange), Rodney Channel (color blue), Ramtoon Network (color black), PBS Rams (color green)

2) Lobby Decor - Welcome Area

a) Custom panels with RAM Camp Logo and Area Symbols (Nickelodeon, Cartoon Network, Disney, PBS Kids)

b) Selfie photobooth area

e. Two (2) balloon arches

2. RAM CARNIVAL

. Date: Monday August 10, 2026

a. Time: 4:30 PM - 7:30 PM

b. Location: Front of Altria Theatre, From Main St to Cathedral Ave

c. Budget: up to but not-to-exceed $26,000

d. Items needed:

1) Glitter Tattoo Artist (2)

2) Balloon Artist

3) Caricature Artist (3)

4) Selfie Photo Booth Area with print option. Would need to be RAM Camp themed

5) Carnival Game Booths (6)

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a) To include game, tent, table, and linen

6) Carnival Prizes

7) Carnival Rides - examples include Rockwall, Turbo Tubs, Wily Bird, Multiple Inflatables, Mechanical Bull (3). Three is the least number of rides required for the event. If the vendor can provide more than three, it is acceptable as long as it’s not over the listed budget.

8) Labor/staff required for all needs

3. RAMCAMP CASINO NIGHT

a. Date: Tuesday August 11, 2026

b. Time: 6:00 PM - 8:00 PM

c. Location: VCU Student Commons - Commonwealth Ballroom

d. Budget: up to but not-to-exceed $28,000

e. Items Needed:

Themed Event Decors

1) Uplights and Glow Lights for ballroom and Virginia Rooms

2) DJ Mover Lights

3) Themed Decor for Stage

4) Linens for Food Services

5) Standing Cocktail Tables

6) Cashier Casino Cage Decor and Casino Image Wall Projections

f. Casino Games

1) Six (6) Black Jack Tables

2) One (1) Casino War

3) One (1) Three Card Poker

4) One (1) 4 ft Craps

5) One (1) 1 Double Roulette

6) One (1) 1 Casino Cashier

7) One (1) 1 Casino Pitboss

8) Trained Dealers for All Games

9) Funny Money to Get Prizes

10) Casino Prize Package

g. Live Entertainment

h. Activities such as Airbrush T-shirts, Beenies (enough for 250), card games such as Uno, Street Signs/License Plates

i. Labor for All Items + Set Up and Breakdown

4. RAMCAMP BLOCK PARTY

a. Date: Wednesday August 12, 2026

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b. Time: 6:00 PM - 8:00 PM

c. Location: Pine St (from Main St to Cary St)

d. Budget: up to but not-to-exceed $25,000

e. Items Needed:

1) At least 7 large inflatable games/activities

a) Inflatables can be various types such as inflatable obstacle courses and games

2) Food stations block party style. Must include table, tent, setup, etc.

Examples below:

a) Lemonade Beverage Station for 600. Must include table, tent, setup

b) Ice Cream Station for 600. Must include dairy free options, tent, table

c) Fried Oreo Food Station for 600. All supplies included.

d) Donut Food Truck.

3) Generator for own power supply.

4) Labor staff for all items above.

5. RAMCAMP CLOSING BRUNCH

a. Date: Thursday, August 13, 2026

b. Time: 11:00 AM - 1:00 PM

c. Location: Altria Theatre

d. Budget: up to but not-to-exceed $7,000

e. Items Needed:

1) 4 FT Tall LED Letters that spell out RAM Camp 26

2) Stage Drope

3) Centerpieces - florals that are based on RAM Camp Theme. 40 needed. Live flowers

4) Linen for tables

B. WEEKS OF WELCOME 2026 (WOW) STATEMENT OF NEEDS – LEAD DEPARTMENT: Office of Student Involvement (OSI). Weeks of Welcome are seeking a vendor to provide the services and items outlined below for each event. VCU will coordinate event specific setup, start and end times with the selected vendor following award of the contract.

1. MONROE PARK BLOCK PARTY

Point of Contact: Lisa Cooper lcooper4@vcu.edu

a. Date: Monday, Aug, 17,2026

b. Start Time: 4:30 PM - 7:00 PM

c. Location: Floyd Ave | 907 Floyd Ave, Richmond, VA 23284

d. Event Description: Dancing, music, fun, food, games and activities on the Commons Plaza

e. Anticipated Attendance: 3,000

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f. Cost estimate: up to but not-to-exceed $20,000

g. Attractions/Mechanical Rides Ideas (up to but not to exceed $8,000)

1) Ferris Wheel (Preferred)

2) Mechanical Bull Ride (Preferred)

3) Airplane And Helicopter Mechanical Amusement Ride (Alternative)

4) Rock-O-Plane Mechanical Amusement Ride (Alternative)

***Note*** This event wants a minimum of 3 attractions/rides

h. Activities Ideas/Suggestions (up to but not to exceed $3,000)

1) Outdoor Carnival Games

a) Large Cup Pong (Preferred)

b) Large Ring toss (Alternative)

c) Axe Throwing (Preferred)

2) Airbrush Tattoo Station (Preferred)

3) Art Wall/Graffiti Wall (that students can sign/write on. We can provide markers.) (Preferred)

a) Graffiti Wall Sample Picture:

4) Beaded Bracelet Making (Preferred)

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i. Decor (up to but not to exceed $5,000)

1) Balloon arch with wooden sign name, Fake Palm Trees and Cacti & Two Bubble machines

a) Sample Pictures:

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b) Photo Station Samples

j. Fun Food (up to but not to exceed $4,000)

1) Fun Foods- 500-700 servings of each

a) Funnel Cake Fries

b) Flavored Lemonade

2. BLACK & GOLD WEDNESDAYS KICK OFF: THE RAM WAY CAMP

Point of Contact: Lisa Cooper lcooper4@vcu.edu

a. Date: Wednesday, August 19, 2026

b. Start time: 12:00 PM - 1:00 PM

c. Location: Cabell Compass | Richmond, VA 23284

d. Cost estimate: up to but not-to-exceed $10,000

e. Event Description: Think music festivals, such as Coachella, Woodstock, Lollapalooza type event to include dancing, music, fun, snacks, games, and activities to welcome new and returning students.

f. Anticipated Attendance: 1,500

g. Ideas/Suggestions

1) Photo station with a focus on car camping (see below)

2) Fun Foods- 500-700 servings of each-ice cream, nachos or funnel fries

h. Decor

1) Welcome Entry Portal Arches or Tunnel

2) T-shirt signage (S, M, L,XL, Plus Size)

3) Signage for activities (t-shirts, fun food and photo stations)

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NOTE: For Weeks of Welcome, T-shirts have already been ordered and received only the signage for t-shirt sizes is needed.

i. Furniture

1) One (1) 15’x15’ tent white top

2) Six (6) rectangles tables-6ft

3) Four (4) chairs

4) Six (6) linen tables cloths

a) Three (3) black/Three (3) gold

5) Two (2) to Three (3) extension cords

6) One (1) Generator

j. Photo Stations Samples

k. Black & Gold Wednesdays Kick Off Welcome Entry Portal Arches or Tunnel Samples

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3. MCV Black & Gold Wednesdays Kick Off: Theme to be determined

Point of Contact: Vanessa Lemus lemusvs@vcu.edu

a. Date: Wednesday, September 2, 2026

b. Time: 3:00 PM - 5:00 PM

c. Location: Larrick Student Center Front Lot, 900 Turpin St., Richmond, VA, 23219

d. Budget: up to but not-to-exceed $5,000

e. Event Description: Students will Kick off the semester at the MCV Campus Block Party, a festival-inspired celebration designed to welcome new and returning

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Rams! They will enjoy delicious bites from local food trucks, grab exclusive black and gold VCU swag while supplies last, and capture the moment with interactive photo activations.

f. Anticipated Attendance: 500

g. Ideas/Suggestions

1) Industrial drink cooler(s) with ice

2) Assorted beverages for attendees (water, Gatorade, soft drinks)

3) Festival-type drinks

4) Themed photoset/backdrop/props for students to take photos

5) Think music festival, such as Coachella, Woodstock, Lollapalooza

a) Sample Picture Backdrop

b) Various decorations for tents and tables relating to theme.

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II. CONTENT/FORMAT OF PROPOSAL

Proposal responses must be written in the same order as outlined below. Proposals should be prepared simply and economically, providing a straightforward, concise description of capabilities.

Emphasis should be placed on completeness and clarity of content. Proposals which are substantially incomplete or lack key information may be rejected.

A. COVER PAGE

Include the following information on the cover page:

1. BVA Title and Number

2. Firm’s legal entity name and, if applicable, DBA.

3. Headquarters address and website address

4. Provide Firm’s W9 or at minimum tax identification number (TIN)

5. Provide the name, title, address, telephone number, and email of the individual who will act as the Firm’s designated representative for purposes of this BVA.

6. Signature: Your proposal must be signed which constitutes your formal offer and acknowledgement of all information contained within this BVA.

B. INTRODUCTION

Provide an introduction of the Firm and all major subcontractors who will be involved in the performance of the work. Include primary business experience, length of time in business, ownership, office locations, and specific location of the principal office from where VCU work will be performed and any other information of an introductory nature.

C. QUALIFICATIONS OF THE FIRM / REFERENCES

Describe how your Firm’s overall experience demonstrates the ability to successfully complete the Statement of Needs. Provide a detailed list of services provided to clients over the past three years which are similar to those required by VCU, to include a list of three (3) references for whom similar services were provided, preferably institutions of higher education, or similarly-sized organizations. All references must reflect services performed by the proposing Firm, including the use of subcontractors.

D. QUALIFICATION OF STAFF

Provide the names and brief resumes of those individuals specifically assigned to work with the University, including a description of their experience in providing similar Services as described in this BVA. When providing this information, please also identify the individual(s) within the Firm who will have overall responsibility for the University account, the office in which each account team member is located, and how they fit into the organization of the Firm as a whole.

E. WORK PLAN

The Work Plan must contain a comprehensive description of the goods and/or services including the following elements:

1. General – This section of the proposal must contain sufficient detail to convey the methodology or work plan contemplated for use. Firms must describe how the services listed in the Statement of Needs shall be performed.

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2. Deliverables – Fully describe all of the deliverables to be provided under a proposed agreement.

3. Work Schedule/Timeline – Include a work schedule/timeline indicating when the elements of the work will be completed and when deliverables will be provided.

Suggestions, if any, for streamlining the work schedule should be presented. Cost implications for streamlining the schedule should be presented, if applicable.

4. Outcomes and Performance Measurement – Describe the impacts/outcomes Firms intend to achieve, including how these outcomes would be monitored, measured and reported to the University.

5. Overall Risk - Define risks significant to the success of the work. Include how you propose to effectively monitor and manage these risks, including the reporting of risks to the University (i.e., how staff turnover is managed or other issues that may negatively impact the work, and how it would be mitigated).

6. Other – Provide any other information the Firm deems relevant to describing the Work Plan.

F. USE OF SUBCONTRACTORS/SBSD BUSINESSES

If the Firm intends to use subcontractors to perform any portion of the work described in this RFP, the Firm must clearly state its intent in the proposal by providing a Subcontracting Plan (“Plan”). The Plan must include a description of which portion(s) of the work will be subcontracted, and must include the names and addresses of potential subcontractors that are Small Business and Supplier Diversity (SBSD) certified businesses (https://www.sbsd.virginia.gov). The Plan should include the following information:

1. SBSD Business Commitment – Describe the Firm’s commitment to utilization of SBSD businesses and certify that it will involve SBSD businesses in the performance of any resulting agreement either as part of a joint venture, partnership, subcontractor or as suppliers.

2. Describe the planned areas of subcontractor utilization and identify which Firms are SBSD certified. Please be specific about the types of goods and/or services these subcontractors will provide during the performance of a resulting agreement. Please include the percentage of the total agreement amount that will be performed by SBSD certified businesses.

3. Identify the individual for your Firm responsible for submitting SBSD reporting information to VCU.

G. SUSTAINABILITY

VCU is committed to environmental stewardship and seeks to do business with Firms that prioritize sustainable practices. Proposals will be evaluated, in part, based on the contribution to VCU's sustainability goals. Provide detailed information to demonstrate the environmental sustainability of your Firm’s proposed approach, including but not limited to:

1. Sustainability Certifications: Detail any relevant sustainability certifications your products or services have received (e.g., FSC, Energy Star, LEED).

2. Environmental Impact Reduction: Describe strategies for addressing the following:

a. Environmental and social impacts across the entire product lifecycle, from extraction of resources and manufacturing, through to assembly, use, and end of life.

https://www.sbsd.virginia.gov/

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b. Product function characteristics such as performance, lifetime, durability, repairability, and upgradeability.

3. Local and Sustainable Sourcing: Explain how the proposed approach supports local sourcing and the use of sustainable materials. Include information on the percentage of goods sourced locally or from sustainable sources.

4. Innovative Sustainable Practices: Highlight any innovative practices or technologies you employ to enhance sustainability and environmental responsibility.

5. Alignment with VCU Sustainability Goals: Describe how the proposed goods or services align with specific goals and initiatives outlined in the VCU Sustainability Plan. This includes contributing to our targets for energy efficiency, waste reduction, sustainable food sourcing, and community engagement in sustainability.

H. PAYMENT METHOD

Select your desired payment method if awarded an agreement. Please note final payment method will be as negotiated and will be applicable to any resulting agreement. Click the following link for more information about payment methods, associated costs and FAQs.

https://procurement.vcu.edu/for-suppliers/vendor-invoicing--payment/

1. Payment Methods: Firm must indicate the preferred method of payment.

☐ Virtual Card (Net 20)

☐ ACH - Paymode-X Premium (Net 20)

☐ ACH - Paymode-X Basic (Net 35)

☐ Paper Check (Net 35. We encourage you to offer an EPD – see below)

2. Early Payment Discounts (EPD): VCU encourages the Firm to consider expedited payment terms for a discount. Multiple EPD terms are available. If applicable, please select an EPD term below.

☐ 2.0% Net 15 / Net 35

☐ 1.5% Net 20 / Net 35

☐ 0.5% Net 25 / Net 35

☐ Other (Note: Minimum Net 15)

I. UNIVERSAL PAYMENT METHOD

By responding to this solicitation, the Firm acknowledges that the selected payment method will apply to all resulting transactions with VCU, including future orders and invoices, regardless of remit-to address or business unit.

If multiple awards are made to the same Firm with differing methods, VCU may apply a single preferred method across all agreements for efficiency. The Firm may upgrade at any time to Virtual Card or Premium ACH (Paymode-X) by contacting Bank of America or Paymode-X. No amendment is required, but changes must be approved by VCU Procurement Services.

J. CONTRACTUAL PROVISIONS

1. General Contractual Provisions: The General Contractual Provisions (Attachment A) are either required by the laws of the Commonwealth of Virginia or VCU policy and https://sustainabilityplan.vcu.edu/ https://sustainabilityplan.vcu.edu/ https://procurement.vcu.edu/for-suppliers/vendor-invoicing--payment/

BVA 215189729CK-A Page 14 of 31 will govern any resulting agreement. For those Firms which have or are required to have a SBSD Plan, Provision X will be required. VCU reserves the right to accept, reject, or modify the proposed modifications. Please be advised that any requested modification to the General Contractual Provisions could delay and/or impact an award to a Firm. VCU, in its sole discretion, reserves the right to consider proposals containing significant exceptions to be non-responsive. If the Firm does not submit any requested modifications, then the Firm's proposal will be deemed to include the General Contractual Provisions as stated.

2. Specific Contractual Provisions: Any agreement resulting from this BVA will be governed by the University’s Specific Contractual Provisions (Attachment B). If a firm has any modifications to any of the Specific Contractual Provisions you must download the attached document, make your requested edits, and the upload the document. The University reserves the right to accept, reject, or modify the proposed modifications. Please be advised that any requested modification to the contractual provisions could delay and/or impact an award to a firm. If the firm does not submit requested changes, then the firm's proposal will be deemed to include the Specific Contractual Provisions as stated.

K. PRICING PROPOSAL

Please submit your pricing in Attachment C: Pricing in accordance with I. Description of Services/Statement of Needs. Note: VCU reserves the right to negotiate price.

III. CONFIDENTIAL / PROPRIETARY DATA AND INFORMATION

IMPORTANT: Pursuant to § 34 (F) of the Rules Governing Procurement of Goods, Services, Insurance and Construction by a Public Institution of Higher Education of the Commonwealth (Governing Rules), VCU may withhold confidential information identified as proprietary or as a trade secret, submitted by a Firm in connection with a procurement transaction only if, prior to or at the time of submission of such information, the Firm invokes the protections of Governing Rules § 34 (F), identifies the information to be protected, and states the reasons why protection is necessary. To this end, when submitting responses containing such information, the Firms must:

● Clearly denote on the cover page of your proposal if your proposal contains proprietary information.

● Include as the first section of the proposal a written notice that identifies by section and page number the information to be protected, as well as specific reasons why protection is necessary.

● Clearly denote by some distinct method, such as highlighting or underlining, the words, figures or paragraphs within the proposal identified in the written notice.

Failure to follow these instructions shall result in Firm’s full proposal being subject to public disclosure.

PLEASE NOTE: Firms may not request that its entire proposal, pricing, fees or total proposal cost be treated as trade secrets, proprietary or confidential information. The classification of an entire Proposal document, or line-item prices, or total Proposal prices as proprietary or trade secrets is not acceptable and, if Firm does not promptly agree to withdraw this classification following submission, shall result in rejection and return of proposal.

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This requirement, Confidential/ Proprietary Data and Information, shall apply to all documents submitted by the Firm throughout the duration of any negotiations, agreements, renewals, and extensions resulting from this solicitation.

IV. SUBMISSION OF PROPOSALS

A. Electronic proposals must be received in the University’s Office of Procurement Services on or before the date and time designated on the solicitation cover sheet.

B. Physical and facsimile submissions shall not be accepted in lieu of an electronic-copy submission.

C. Firms are responsible for the timely delivery of their proposal. Proposals received after the official date and time specified on the solicitation cover sheet will be rejected. The official date and time is the timestamp when submissions are received by the buyer.

V. EVALUATION CRITERIA

Proposals will be evaluated based upon the overall merits/value of the proposal including, but not limited to, price and the Firm’s status as a Virginia certified SBSD Business or the Firm’s plans to utilize Virginia SBSD certified businesses in the Firm’s performance of the contract. Overall value will be judged based upon the information provided in the Firm’s proposal in response to the applicable submission requirements of this solicitation. Selection shall be made of one or more Firms deemed to be fully qualified and best suited among those submitting proposals. VCU reserves the right to conduct negotiations with one or more firms. VCU may also award a contract(s) without conducting negotiations. Therefore, Firms are strongly encouraged to submit a comprehensive proposal fully addressing all applicable submission requirements. Failure to do so may result in the elimination of your proposal from consideration by VCU. VCU shall award the contract(s) to the Firm(s) whose proposal reflects the best overall value to VCU. VCU may cancel this solicitation or reject proposals at any time prior to an award and is not required to furnish a statement of the reason why a particular proposal was not deemed to be the most advantageous.

VCU reserves the right to award to multiple vendors as a result of this solicitation.

VI. GENERAL INFORMATION

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 agreement in their entirety. A copy of the manual is available for review at the purchasing office. In addition, the manual may be accessed electronically at https://vascupp.org/sites/vascupp/files/2020- 09/hem.pdf.

B. ETHICS IN PUBLIC CONTRACTING: By submitting their proposals, Firms certify that their proposals are made without collusion or fraud and that they have not offered or received any kickbacks or inducements from any other Firm, supplier, manufacturer or subcontractor in connection with their 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.

C. DEBARMENT STATUS: By submitting their proposals, Firms certify that they are not currently debarred by the Commonwealth of Virginia from submitting proposals on agreements for https://vascupp.org/sites/vascupp/files/2020-09/hem.pdf

BVA 215189729CK-A Page 16 of 31 the type of goods and/or services covered by this solicitation, nor are they an agent of any person or entity that is currently so debarred.

D. USE OF BRAND NAMES: Unless otherwise provided in this solicitation, the name of a certain brand, make or manufacturer does not restrict Firms to the specific brand, make or manufacturer named, but conveys the general style, type, character, and quality of the article desired. Any article, which VCU, in its sole discretion, determines to be the equal of that specified, considering quality, workmanship, economy of operation, and suitability for the purpose intended, shall be accepted. The Firm is responsible for clearly and specifically identify the product being offered and to provide sufficient descriptive literature, catalog cuts, and technical detail to enable VCU 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. Unless the Firm clearly indicates in its proposal that the product offered is an "equal" product, such proposal will be considered to offer the brand name product referenced in the solicitation.

E. NONDISCRIMINATION OF CONTRACTORS: A Firm, or contractor, shall not be discriminated against in the solicitation or award of this agreement because of race, religion, color, sex, national origin, age, disability, or against faith-based organizations or any other basis prohibited by state law relating to discrimination in employment. If the award of this agreement is made to a faith-based organization and an individual, who applies for or receives goods, services, or disbursements provided pursuant to this agreement 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 the objection, access to equivalent goods, services, or disbursements from an alternative provider.

As applicable, federal law requires compliance with the following for all federal government agreements:

1. 41 CFR § 60-1.4 Equal Opportunity Clause prohibiting discrimination on the basis of race, color, religion, sex, or national origin.

2. 41 CFR 60-741.5(a) and 41 CFR 60-300.5(a). These regulations prohibit discrimination against qualified individuals on the basis of disability 60-741.5(a) and protected veteran status 41 CFR 60-300.5(a), and require affirmative action by covered prime contractors and subcontractors to employ and advance in employment qualified individuals with disabilities and qualified protected veterans.

VII. ATTACHMENTS

● Attachment A: General Contractual Provisions

● Attachment B: Specific Contractual Provisions

● Attachment C: Pricing

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ATTACHMENT A

VIRGINIA COMMONWEALTH UNIVERSITY

GENERAL CONTRACTUAL PROVISIONS

A. COMPLIANCE. Firm0F

1 will comply with all applicable laws, regulations, industry codes, and guidance in performing services under this Agreement.

B. CONFLICT OF INTERESTS. The Firm represents and affirms to the University that its entering into this Agreement with the University and its performance through its agents, officers and employees does not and will not involve, contribute to nor create a conflict of interest prohibited by the Virginia State and Local Government Conflict of Interests Act (§ 2.2-3100 et seq of the Code of Virginia (Virginia Code), the Virginia Ethics In Public Contracting Act (Virginia Code § 2.2-4367 et seq), the Virginia Governmental Frauds Act (Virginia Code § 18.2-498.1 et seq) or any other applicable law or regulation. Should circumstances change, the Firm will notify the University of any potential conflict of interests prohibited under law.

C. INDEPENDENT CONTRACTOR: Firm is not an employee of the University, but is engaged as an independent contractor. The Firm will indemnify and hold harmless the Commonwealth of Virginia, the University, and its employees and agents, with respect to all withholding, Social Security, unemployment compensation and all other taxes or amounts of any kind relating to the Firm's performance of this Agreement. Nothing in this Agreement will be construed as authority for the Firm to make commitments which will bind the University, or to otherwise act on behalf of the University, except as the University may expressly authorize in writing.

D. WAIVER OF CLAIMS: No waiver of any right will be deemed a continuing waiver, and no failure on the part of either party to exercise wholly or in part any right will prevent a later exercise of such or any other right.

Notwithstanding anything contained herein to the contrary, VCU is an agency of the Commonwealth of Virginia and as such, pursuant to Virginia Code § 2.2-514, cannot waive or settle legal claims that VCU may have against another party nor may VCU bestow any right or obligation that is beyond the duly granted authority of the signatory to bestow or incur on behalf of the Commonwealth of Virginia.

E. NONDISCRIMINATION/ANTI-DISCRIMINATION: During the performance of this Agreement, Firm will comply with the provisions of the Federal Civil Rights Act of 1964, as amended, as well as the Virginia Fair Employment Contracting Act of 1975 (VFECA), as amended, the Virginians With Disabilities Act (VDA), the Americans With Disabilities Act (ADA) and § 9 of the Rules Governing Procurement of Goods, Services, Insurance and Construction by a Public Institution of Higher Education of the Commonwealth (Governing Rules).

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.

(Governing Rules § 36)

In every contract over $10,000, the provisions below apply.

1. During the performance of this Agreement, the Firm agrees as follows:

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

b) The Firm, in all solicitations or advertisements for employees placed by or on behalf of the Firm, will

1 The term “Firm” shall have the same meaning and be interchangeable with the terms “Vendor”, “Supplier” and/or “Firm” as such terms may be used/referenced in this Agreement or any underlying agreement documents.

BVA 215189729CK-A Page 18 of 31 state that such Firm 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 Firm employs more than five employees, Firm shall (i) provide annual training on Firm’s sexual harassment policy to all supervisors and employees providing services in the Commonwealth of Virginia, except such supervisors or employees that are required to complete sexual harassment training provided by the Department of Human Resource Management, and (ii) post Firm’s sexual harassment policy in (a) a conspicuous public place in each building located in the Commonwealth of Virginia that Firm owns or leases for business purposes and (b) Firm’s employee handbook.

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

F. IMMIGRATION REFORM AND CONTROL ACT OF 1986: Firm warrants and certifies that it does not and will not during the performance of this contract employ unauthorized alien workers, as defined by the federal Immigration Reform and Control Act of 1986 or violate any other provisions of the Act.

G. ANTITRUST: By entering into a contract, Firm conveys, sells, assigns, and transfers to the Commonwealth of Virginia all rights, title and interest in and to all causes of the 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 this Agreement.

H. NON-APPROPRIATION: Funding for any Agreement between the University and a Firm is dependent at all times upon the appropriation of funds by the Virginia General Assembly and/or any other organization of the Commonwealth authorized to appropriate such funds. In the event that funding to support this Agreement is not appropriated, whether in whole or in part, then the Agreement may be terminated by the University effective the last day for which appropriated funding is available.

I. VIRGINIA MINIMUM WAGE ACT: All Firms must comply with the state and federal minimum wage requirements.

Every Firm shall pay to each of their employee's wages at a rate not less than the greater of (i) the adjusted state hourly minimum wage or (ii) the federal minimum wage as prescribed by Virginia Minimum Wage Act (Virginia Code § 40.1-28.8 et seq.) and the U.S. Fair Labor Standards Act (29 U.S.C. § 201 et seq.), respectively. For details on minimum wage law requirements, contact the Department of Labor & Industry at: https://doli.virginia.gov.

J. WORKERS' COMPENSATION: Firm will (i) obtain and maintain a workers' compensation policy for all employees in accordance with applicable law, and (ii) comply with all federal and/or state laws and regulations pertaining to Workers' Compensation requirements for insured or self-insured programs.

K. DRUG‐FREE WORKPLACE: Firm, its agents and employees are prohibited, pursuant to Governing Rules §11, and the Commonwealth of Virginia, Department of Human Relations Management Policy No. 1.05, from manufacturing, distributing, dispensing, possessing, or using any unlawful or unauthorized drugs or alcohol while on University property.

During the performance of this Agreement, the Firm agrees to (i) provide a drug-free workplace for the Firm’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 Firm’s workplace and specifying the actions that will be taken against employees for violation of such prohibition: (iii) state in all solicitations or advertisements for employees placed by or on behalf of the Firm that the Firm maintains a drug-free workplace: and (iv) includes 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 providing services under this Agreement.

For the purposes of this section, “drug-free workplace” means a site for the performance of work done in connection with a specific agreement awarded to a Firm, 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 Agreement.

L. VIRGINIA FOIA: Nothing contained herein is intended to limit VCU’s compliance with the Virginia Freedom of Information Act (“VFOIA”). For clarity, agreements and pricing between VCU and its vendors are not considered to be exempt from VFOIA requests.

https://doli.virginia.gov/

BVA 215189729CK-A Page 19 of 31

M. STATUTORY DAMAGES: VCU is not authorized to waive damages granted or otherwise available by statute.

N. SOVEREIGN IMMUNITY: VCU is an agency of the Commonwealth of Virginia and is afforded the protection of sovereign immunity under Virginia law. Any claims against VCU or the Commonwealth are subject to the requirements established under Virginia law for bringing such claims against VCU or the Commonwealth, including the Virginia Tort Claims Act (Virginia Code §§ 8.01‐195.1 et seq.) and other applicable statutes relating to claims against the Commonwealth or its agencies. Notwithstanding any other provision, nothing in this Agreement shall be deemed to be or construed as a waiver of VCU’s or the Commonwealth’s sovereign immunity, or any other applicable requirements under Virginia law for bringing claims against VCU or the Commonwealth.

The total cumulative liability of the University, its officers, employees, and agents in connection with this Agreement or in connection with any goods, services, actions or omissions relating to this Agreement, shall not under any circumstance exceed payment of the maximum purchase price.

O. REPRESENTATIONS AND WARRANTIES: All representations and warranties made by the University are made to the best of its knowledge at the time the representation or warranty is made. University will use its best efforts to comply with all conditions and restrictions on its accounts and the services provided hereunder.

P. INFORMATION TECHNOLOGY ACCESS: All electronic and information technology procured through this agreement must meet the applicable accessibility standards of Section 508 of the Rehabilitation Act of 1973 (29 U.S.C. 794d) as amended and is viewable at http://www.section508.gov. If requested, the Firm must provide a detailed explanation of how compliance with Section 508 of the Rehabilitation Act is achieved and a validation of concept demonstration Additionally, in accordance with Virginia Code § 2.2-3504, the following will apply to all information technology Agreements:

All information technology (“Technology”) which is purchased or upgraded by the University will comply with the following non-visual access standards from the date of purchase or upgrade until the expiration of this Agreement:

1. Effective, interactive control and use of the Technology shall be readily achievable by nonvisual means;

2. The Technology equipped for nonvisual access shall be compatible with information technology used by other individuals with whom any blind or visually impaired user of the Technology interacts;

3. Nonvisual access technology shall be integrated into any networks used to share communications among employees, program participants or the public; and

4. The technology for nonvisual access shall have the capability of providing equivalent access by nonvisual means to telecommunications or other interconnected network services used by persons who are not blind or visually impaired.

Compliance with the foregoing nonvisual access standards shall not be required if University’s Executive Director of Procurement Services determines (i) the Technology is not available with nonvisual access because the essential elements of the Technology are visual and (ii) nonvisual equivalence is not available.

Installation of hardware, software, or peripheral devices used for nonvisual access is not required when the Technology is being used exclusively by individuals who are not blind or visually impaired, but applications programs and underlying operating systems (including the format of the data) used for the manipulation and presentation of information shall permit the installation and effective use of nonvisual access software and peripheral devices.

If requested, the Firm must provide a detailed explanation of how compliance with the foregoing nonvisual access standards is achieved and a validation of concept demonstration. The requirements of this Paragraph shall be construed to achieve full compliance with the Information Technology Access Act, Virginia Code §§ 2.2-3500 through 2.2-3505.

Q. ARBITRATION: Neither Party shall be compelled to agree to any form of binding alternative dispute resolution, but may request and/or opt to participate in non-binding alternative dispute resolution in its sole discretion.

R. CONTRACTUAL CLAIMS PROCEDURE: Governing Rules § 53 (similar to the Virginia Acts of Assembly of 2007, Chapter 943, Chapter 3, Exhibit P and its attachments) requires Firms with the University to submit any claims, whether for money or other relief, in writing no later than 60 days after final payment; however, written notice http://www.section508.gov/

BVA 215189729CK-A Page 20 of 31 of the Firm’s intention to file such a claim must be given at the time of the occurrence or beginning of the work upon which the claim is based.

The University's procedure for deciding such contractual claims is:

1. Firm must provide the written claim to:

Assistant Director of Purchasing Virginia Commonwealth University Office of Procurement Services 912 West Grace Street Box 980327 Richmond, Virginia 23298

2. Although Firm may, if it chooses, attempt to resolve its claim by dealing with a University department other than the one stated in Section 1 above, Firm must submit any unresolved claim in writing no later than 60 days after final payment to the Assistant Director of Purchasing if it wishes to pursue its claim.

3. Upon receiving the written claim, the Assistant Director of Purchasing will review the written materials relating to the claim and decide whether to discuss the merits of the claim with Firm. If such discussion is to be held, the Assistant Director of Purchasing will contact Firm and arrange such discussion. The manner of conducting such discussion will be as Assistant Director of Purchasing and Firm mutually agree.

4. The Assistant Director of Purchasing will mail his or her decision to Firm within 60 days after receipt of the claim. The decision will state the reason for granting or denying the claim.

5. Firm may appeal the decision to:

Executive Director of Procurement Services Virginia Commonwealth University Office of Procurement Services 912 West Grace Street Box 980327 Richmond, Virginia 23298

Provide a written statement explaining the basis of the appeal within fifteen (15) calendar days after Firm's receipt of the decision.

6. Upon receiving the written appeal, the Executive Director of Procurement Services will review the written materials relating to the claim and decide whether to discuss the merits of the claim with Firm. If such discussion is to be held, the Executive Director of Procurement Services will contact Firm and arrange such discussion. The manner of conducting such discussion will be as the Executive Director of Procurement Services and the Firm mutually agree.

7. The Executive Director of Procurement Services will mail his or her decision to Firm within 60 days after the receipt of the appeal. The decision will state the reasons for granting or denying the appeal.

Nothing in this procedure will preclude either party from filing a claim in any court of the Commonwealth of Virginia to seek legal or equitable remedy if a dispute should arise, in addition to such other remedies as are expressly provided in this Agreement. Firm may not, however, file such claim unless and until it has complied fully with the procedure set forth in this provision.

S. PAYMENT OFFSET: In the event any payment from VCU to Firm is intercepted and offset by the federal government or the Commonwealth of Virginia pursuant to applicable law, such payment shall be deemed received in full by Firm for the applicable services or goods. Firm acknowledges that it shall not seek additional payments from VCU, suspend services, or refuse to perform under this Agreement solely due to such lawful offset.

This provision shall not limit Firm’s rights to pursue remedies directly with the applicable governmental entity responsible for the offset, nor shall it preclude Firm from enforcing its rights under this Agreement in the event of non-payment unrelated to such offset.

T. PURCHASING MANUAL. This Agreement is subject to the provisions of the Commonwealth of Virginia Purchasing Manual for Institutions of Higher Education and Their Vendors (Purchasing Manual) and any subsequent revisions, which is available on Procurement and Supplier Diversity Services website at:

https://vascupp.org/sites/vascupp/files/2020-09/hem.pdf.

https://vascupp.org/sites/vascupp/files/2020-09/hem.pdf https://vascupp.org/sites/vascupp/files/2020-09/hem.pdf

BVA 215189729CK-A Page 21 of 31

U. REALSOURCE REGISTRATION: The Firm is required to register in VCU’s source-to-pay platform, RealSource, upon signing an agreement with VCU. For information on registering, visit realsource.vcu.edu. Registration is free, and registered vendors shall have access to purchase order, invoice, and payment information. Firm is responsible for the security of its RealSource portal account, including restricting access to it, maintaining the confidentiality of login information, and taking any other actions necessary to protect the security of the Firm’s account. VCU will not be responsible for a third party’s fraudulent collection of VCU payments due to the Firm’s failure to update or protect its account information. If this is a cooperative procurement, this clause shall apply to orders placed by VCU only.

V. ORDERING PROCESS. The University does not place verbal orders for Goods and Services. The University may only place orders for the Goods and Services by issuing a formal written Purchase Order in advance of Firm’s provision of the Goods and Services. Accordingly, at the University’s request, the Firm will issue a proposal/quotation listing the Goods and Services desired by the University and the corresponding fees and/or fee estimates. After any necessary discussions and/or revisions, the University will issue a corresponding Purchase Order for a specified fee amount. This specified fee amount cannot be exceeded by the Firm unless a new formal written Purchase Order or Purchase Order revision is issued by the University authorizing a specific additional fee amount. Under no circumstances does the University authorize the Firm to provide the Goods and Services before receipt of a formal written Purchase Order corresponding to its proposal/quotation. If the Firm provides Goods and Services prior to receipt of a formal written Purchase Order, or incurs costs in excess of authorized purchase order fee amounts, it does so at its own risk.

W. eVA REGISTRATION: The eVA Internet electronic procurement solution is the Commonwealth of Virginia's comprehensive electronic procurement system. The portal, found at www.eva.virginia.gov, is a gateway for Firms to conduct business with state agencies and public bodies. All agencies and public bodies are expected to utilize eVA and all Firms desiring to provide goods and/or services in the Commonwealth are encouraged to participate in the eVA Internet e-procurement solution. Firm is required to register in the eVA Internet e-procurement solution as a condition of award and remain eVA registered during the term of this Agreement.

Firm shall be responsible for the security of its eVA account, including restricting access to it, maintaining the confidentiality of login information, and taking any other actions necessary to protect the security of Firm’s account. VCU will not be responsible for a third party’s fraudulent collection of VCU payments due to Firm’s failure to update or protect its account information.

X. eVA FEES: Unless the procured services are exempt pursuant to eVA standard, Firm will be subject to an eVA transaction fee, for which Firm will be invoiced by Commonwealth of Virginia, Department of General Services.

The Commonwealth shall assess eVA transaction fees as specified below for each order resulting from this Agreement. The Vendor transaction fee (which is subject to change) is:

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

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

The specified Vendor transaction tee will be invoiced by the Commonwealth of Virginia Department of General Services, approximately 30 days after the corresponding purchase order is issued and the invoice is payable 30 days after the invoice date. Firm shall be prohibited from recouping or seeking reimbursement of the eVA fee by invoicing the University for the fee.

Y. SMALL BUSINESS AND SUPPLIER DIVERSITY (SBSD) CERTIFIED BUSINESSES REPORTING: If Firm has a SBSD plan or is required to have a SBSD plan, the Firm will identify and fairly consider SBSD Firms for subcontracting opportunities when qualified SBSD firms are available to perform a given task required under this Agreement.

Firm will submit a quarterly SBSD business report to the University by the 8th of the month following each calendar quarter, specifically the months of April, July, October, and January.

Firm will submit the quarterly SBSD business reports, based upon the Firm’s…