Care Centers Food Products - RFP Document.pdf

COMMONWEALTH OF VIRGINIA

DEPARTMENT OF VETERANS SERVICES

600 E Broad Street, 2nd Floor, Richmond, VA 23219

DELIVERY LOCATIONS:

DAVIS & MCDANIEL VETERANS CARE CENTER

4550 Shenandoah Ave NW, Roanoke, VA 24017

SITTER & BARFOOT VETERANS CARE CENTER

1601 Broad Rock Blvd, Richmond, VA 23224

JONES & CABACOY VETERANS CARE CENTER

2641 Nimmo Pkwy, Virginia Beach, VA 23456

PULLER VETERANS CARE CENTER

6951 Vint Hill Pkwy, Warrenton, VA 20187

REQUEST FOR PROPOSAL # 127009

TITLE: DVS Care Centers – Food Products

NIGP Commodity Code: 38500, 45020, 39360, 39370

ISSUE DATE: August 27, 2026

SEALED PROPOSALS DUE BY: September 25, 2026 at 5:00PM EST

Procurement Officer: Amanda Polk

Procurement Officer II

E-Mail Address: amanda.polk@dvs.virginia.gov mailto:amanda.polk@dvs.virginia.gov

DAVIS & MCDANIEL VETERANS CARE CENTER

4550 Shenandoah Ave NW, Roanoke, VA 24017

SITTER & BARFOOT VETERANS CARE CENTER

1601 Broad Rock Blvd, Richmond, VA 23224

JONES & CABACOY VETERANS CARE CENTER

2641 Nimmo Pkwy, Virginia Beach, VA 23456

PULLER VETERANS CARE CENTER

6951 Vint Hill Pkwy, Warrenton, VA 20187

OPTIONAL PRE-PROPOSAL TELE-CONFERENCE: An optional, virtual, pre-proposal teleconference will be hosted on September 2, 2026 at 11:00AM via Microsoft Teams. This conference is optional and not a pre-requisite for submitting a proposal. See Section VI for additional information related to this optional pre-proposal tele-conference.

CLARIFICATION OF TERMS: If any prospective offeror has questions about the specifications or other solicitation documents, the prospective offeror should contact the Procurement Officer whose name appears on the face of this solicitation no later than September 14, 2026. All inquiries must be submitted in writing via e-mail to amanda.polk@dvs.virginia.gov . Please include “DVS Care Centers: Food Products RFP” in the title of the email. If the issuing Procurement Officer concludes that answers are required, then they will be answered by an addendum posted on eVA VBO. It is the responsibility of the offeror to download the addendum.

PERIOD OF CONTRACT: January 4, 2027 through July 4, 2028, with four (4) optional renewals as stated in section

VIII. Special Term and Condition 8.

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, status as a military family, 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.

AWARD POSTING: Upon the award or the announcement of the decision to award a Contract as a result of this solicitation, the Commonwealth of Virginia, through the Virginia Department of Veterans Services, Procurement, will publicly post such notice online at https://eva.virginia.gov/ under Business Opportunities for a minimum of ten (10) days.

In compliance with this request for proposals (“RFP”) and all conditions imposed in this RFP, the undersigned firm hereby offers and agrees to furnish all goods and services in accordance with the attached signed proposal or as mutually agreed upon through subsequent negotiation and the undersigned firm hereby certifies that all information provided below and, in any schedule, attached is true, correct, and complete.

Date: Company Name:

By (Digital Signature is acceptable): Complete Address:

Name (please print):

Title: City/State/Zip:

Telephone Number: eVA ID # or Dun and Bradstreet No. (D-U-N-S):

Fax Number: E-mail address:

mailto:amanda.polk@dvs.virginia.gov

TABLE OF CONTENTS

I. PURPOSE

II. BACKGROUND

III. STATEMENT OF NEEDS

IV. PROPOSAL PREPARATION AND SUBMISSION REQUIREMENTS

V. EVALUATION AND AWARD CRITERIA

VI. PREPROPOSAL TELECONFERENCE

VII. GENERAL TERMS AND CONDITIONS

VIII. SPECIAL TERMS AND CONDITIONS

IX. METHOD OF PAYMENT

X. PRICING SCHEDULE

XI. APPENDICES

APPENDIX A COMMONWEALTH OF VIRGINIA – SAMPLE STANDARD CONTRACT

APPENDIX B Small Business Subcontracting Plan

APPENDIX C OFFEROR DATA SHEET

APPENDIX D State Corporation Commission Form

APPENDIX E Proprietary/Confidential Information Identification

I. PURPOSE

The purpose of this Request for Proposal (RFP) is to solicit sealed proposals to establish a contract through competitive negotiation for food products and food related supplies for the Virginia Department of Veterans Services

(DVS) veterans care centers.

II. BACKGROUND

DVS operates four Virginia Veterans Care Centers providing long-term care, skilled nursing, memory care, and rehabilitation services. Consistent, high‑quality food products and dependable distribution are essential to residents’ health, safety, and satisfaction. This contract establishes a comprehensive program for food orders deliveries across all Virginia Veterans Care Centers.

III. STATEMENT OF NEEDS

1. Delivery Locations: The Contractor shall furnish and deliver food products and provide associated warehousing, distribution, emergency cold-chain support, online ordering, pricing administration, and reporting to one or all four Virginia veterans care center locations. Offerors may submit pricing for one or more locations.

• Davis & McDaniel Veterans Care Center (DMVCC) – Roanoke

• Sitter & Barfoot Veterans Care Center (SBVCC) – Richmond

• Jones & Cabacoy Veterans Care Center (JCVCC) – Virginia Beach

• Puller Veterans Care Center (PVCC) – Fauquier County

2. Ordering and Electronic Data Transmission

• Ordering Method: All orders must be placed via eVA; no minimum ship thresholds shall apply.

• Order Cut‑Offs: DVS may place orders until 5:00 p.m. the day before scheduled delivery and may add/delete items until 5:00 p.m. the day prior to scheduled delivery.

• Electronic Data Transmission: Contractor shall support electronic order placement/acknowledgments and real‑time inventory visibility.

• Catalog/Punchout: Contractor shall provide searchable online catalogs with agency‑specific pricing and availability and/or eVA punchout integration.

3. Distribution, Delivery, and Emergency Services

• Delivery Days/Windows: Deliver Monday–Saturday to each Virginia veterans care center per agreed route and window. Same‑day emergency delivery is required 24/7 for urgent resident care needs.

• Holidays: If DVS is open, the date shall be treated as a normal delivery day at no additional charge.

• No Extra Charges: No fees for direct‑to‑operation deliveries, off‑schedule deliveries, small orders, or low case counts will be allowed.

• Palletization: Palletized, wrapped, and segregated by each care center; contractor shall pick up unused pallets at each delivery.

• Climate‑Controlled Vehicles & Temperature Verification: All deliveries shall be in climate‑controlled vehicles; DVS may verify product temperatures on receipt.

• Trailer Loan Program: Contractor shall provide operating refrigerated/frozen trailers during care center equipment downtime, with pre‑cooling and temp monitoring.

• Emergency Delivery Plan: Contractor shall provide a documented plan for outages, inclement weather, disasters, or surge needs (including staffing, equipment, alternate routes, and communications).

4. Product Requirements and Assortment

• Stock & Pre‑Approved List: Contractor shall stock specified and pre‑approved products for all Virginia veterans care centers. List to be established and jointly reviewed; DVS reserves the right to order additional products outside the standard list. Contractor shall provide a complete commercial price list or catalog with their proposal.

• Substitutions: If a stock item is temporarily out, Contractor shall supply same or higher quality at the original unit price.

• Quality & Integrity: First‑In/First‑Out (FIFO) rotation; monitored shelf life; products free of damage; no salvaged products.

• Product Approvals/Changes: All products must be pre‑approved by the DVS Contract Administrator;

stock changes require prior review

5. Mandatory Source Requirements: Please note: there are mandatory sources that all COV state agencies must utilize first before purchasing goods and/or services from an awarded contractor. Two of these mandatory sources are applicable to this RFP and are as follows: Department for the Blind and Vision

Impaired, Virginia Industries for the Blind (VIB) and Department of General Services, Virginia Distribution

Center (VDC). DVS ordering personnel will confirm whether an item is available from either of these mandatory sources before an order is placed with the awarded contractor. If an item is available from either source but cannot meet the delivery date of the facility, a waiver form must be obtained from the mandatory source before the item can be purchased from the awarded contractor.

6. Food Safety Requirements:

• Cold‑held (refrigerated) foods shall be received at 41°F (5°C) or below.

• Frozen foods shall be maintained at 0°F (−18°C) or below throughout storage and transport.

• DVS may specify stricter acceptance setpoints by category; Contractor must meet the stricter of Contract or Code

• HACCP/Preventive Controls: Contractor shall maintain HACCP (as applicable to product categories) and food safety plans aligned with FDA/USDA regulations.

• Recalls: Contractor shall have documented recall procedures consistent with FDA guidance, including, but not limited to: classification, communications, status reporting, termination, and shall notify DVS within 2 hours of any Class I/II recall impacting DVS.

• Contractor shall comply with applicable FDA Food Code and USDA/FSIS requirements as applicable to product categories.

7. Receiving, Acceptance, Credits, and Replacements

• On‑Site Verification: DVS will check accuracy and quality at delivery.

• Delivery Representative Authority: The driver/rep shall be empowered to issue credits for damaged, improper, returned, or missing products on site.

• Hidden Defects: DVS may report hidden deviations post‑delivery for credit or replacement.

• Replacements: Refused or non‑conforming items shall be replaced within 4 hours. If Contractor fails, DVS may procure elsewhere and charge back any additional cost.

8. Pricing

• Market Basket Price Schedule (Appendix F): Offerors shall complete Appendix F – Market Basket with equivalent items and firm fixed unit pricing. No purchase volumes are guaranteed; DVS may add items at any time. DVS reserves the right to order any item from the awarded contractor’s available inventory at the negotiated commercial discounted rate.

• Firm Fixed Discounted Percentage: Offerors should provide firm fixed discount percentage from their commercial rate. Pricing catalog should reflect DVS discounted pricing, and item availability.

9. Communication & Account Management

• Contractor should assign a dedicated account manager and shall disclose relevant customer service contacts.

• Contractor shall provide a 24/7 emergency line number.

IV. PROPOSAL PREPARATION AND SUBMISSION REQUIREMENTS

1. eVA Response: In order to be considered for selection, offerors must submit a complete response to this RFP in eVA.

a. Offerors must submit an electronic response in eVA. Any response received after the closing date and time specified in the RFP/posting in eVA will not be able to be uploaded. All offerors must be registered in eVA. See Section VII General Terms and Conditions, Term X.

b. The following provides information/instruction on reviewing and responding to solicitations in the new eVA platform:

i. Go to https://eva.virginia.gov

ii. Click on “I Sell to Virginia”

iii. Click on “eVA Supplier Training”

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

c. If you require assistance submitting an electronic response, contact eVA Customer Care at https://eva.virginia.gov/get-help-customer-care.html prior to the closing date and time. Get assistance early to avoid missing the submission deadline.

d. If this is your first time submitting an electronic response, it is strongly suggested that you click on the eVA training module(s). You are encouraged to do this well in advance of the due date.

e. In the event state business operations are suspended (office is closed) on the date set for receipt of proposals, responses shall be due at the same time on the next regular business day.

2. Proposal Preparation/Documentation Requirements:

a. Submission of Materials. An authorized representative of the offeror shall sign proposals. All information requested should be submitted. Failure to submit all information requested may result in the Commonwealth requiring prompt submission of missing information and/or giving a lowered evaluation of the proposal. The Commonwealth may reject proposals, which are substantially incomplete or lack key information. Mandatory requirements are those required by law or regulation or are such that they cannot be waived and are not subject to negotiation. Return the RFP cover sheet and all addenda acknowledgments, if any, signed and filled out as required. Electronic signatures are acceptable.

b. Offeror Narrative Statement: Provide a comprehensive document describing your ability to meet the terms of this RFP. This may include performance metrics, quality control procedures, current staffing levels, scale of delivery network, account management procedures, catalog/eVA punchout procedures, and other considerations as applicable. Provide a listing of available software/additions that are compatible with proposed services (ex: menu planning software).

https://eva.virginia.gov/ https://eva.virginia.gov/get-help-customer-care.html

c. Proposed Price: complete the market basket form (separate attachment) Appendix F.

d. Incentives: The Contractor shall provide information on how they will financially address the following, if available:

i. Discount available for prompt payment of invoices, including how many days it would need to be paid to meet this criterion.

ii. Programs available that may reduce price

iii. Description of any quantity/volume discounts.

e. Offeror Data Sheet: complete Appendix C.

f. State Corporation Commission Form: complete Appendix D, required of all offerors pursuant to Title

13.1 or Title 50.

g. Small Business Subcontracting Plan: Complete Appendix B. All information requested by this RFP on the ownership, utilization and planned involvement of small businesses, women-owned businesses, and minority-owned businesses shall be submitted.. In addition, prior to completion of the contract and prior to final payment, the contractor shall confirm the accuracy of the actual dollars spent with small businesses during the performance of the contract. The contractor shall submit letters from each small business subcontractor certifying the dollar amount they received for their participation in the contract. Each prime contractor shall furnish, monthly, all applicable information for each subcontractor listed on the Small Business Subcontracting Plan via the Subcontractor payment tool available through the contractor’s eVA account.

h. Clarity of Proposals: Proposals should be prepared simply and economically, providing a straightforward, concise description of capabilities to satisfy the requirements of the RFP. Emphasis should be placed on completeness and clarity of content.

i. Clarity of Terms: As used in this RFP, the terms "must", "shall", "should" and “may” identify the criticality of requirements. "Must" and "shall" identify requirements whose absence will have a major negative impact on the suitability of the proposed solution. Items labeled as "should" or “may” are highly desirable, although their absence will not have a large impact and would be useful, but are not necessary.

Depending on the overall response to the RFP, some individual "must" and "shall" items may not be fully satisfied, but it is the intent to satisfy most, if not all, "must" and "shall" requirements. The inability of an offeror to satisfy a "must" or "shall" requirement does not automatically remove that offeror from consideration; however, it may seriously affect the overall rating of the offeror’s proposal.

j. Ownership of Materials: Ownership of all data, materials and documentation originated and prepared for the Commonwealth pursuant to the RFP shall belong exclusively to the Commonwealth 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, the offeror shall invoke the protection of Section 2.2-4342F of the Code of Virginia, in writing, either before or at the time the data or other material is submitted. The written notice shall specifically identify the data or materials to be protected and state the reasons why protection is necessary. The proprietary or trade secret material submitted shall 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

PROPOSAL DOCUMENT, LINE ITEM PRICES AND/OR TOTAL PROPOSAL PRICES AS

PROPRIETARY OR TRADE SECRETS IS NOT ACCEPTABLE AND MAY RESULT IN THE

REJECTION OF THE PROPOSAL.

k. Confidential/Redacted Copy: If you are submitting, as part of your proposal, trade secrets or proprietary information and are invoking the protections of Section 2.2-4342 of the Code of Virginia in writing as required, then you must also submit an electronic redacted copy, so indicated. If you fail to provide this additional redacted electronic version, then DVS assumes no liability or responsibility for disclosure or use of such data or information. If you submit the redacted electronic version “ONLY” instead of “IN ADDITION TO the completed copies”, then your proposal may be rejected. Submissions must include the complete version without any redactions. The redacted electronic copy will be available for inspection after notice of award or intent to award. It is not acceptable to mark your entire proposal as proprietary.

3. Oral Presentation:

• Offerors who submit a proposal in response to this RFP may be required to give an oral presentation of their proposal to the agency. This provides an opportunity for the offeror to clarify or elaborate on the proposal. This is a fact finding and explanation session only and does not include negotiation. The

Commonwealth will schedule the time and location of these presentations. Oral presentations are an option of the Commonwealth and may or may not be conducted.

V. EVALUATION AND AWARD CRITERIA

All proposals received will be reviewed and evaluated by an evaluation panel. The panel will recommend proposals which most closely meet the requirements of the RFP. The following will be used in making the selection:

Criteria Criteria Description Maximum Point Value

Offeror's Current

Qualifications

This criterion assesses the offeror’s ability to meet the terms of the

RFP, their quality control procedures, current staffing, scale of delivery network, account management/ordering procedures, and similar considerations.

Offeror’s Past

Experience

This criterion assesses the offeror’s past or demonstrated history of service in comparable distribution networks, references/data sheet responses, and other performance evidences as applicable.

Pricing

This criterion is evaluated with a mathematical formula.

Small Business

Subcontracting Plan

This criterion is evaluated, with full points given to DSBSD certified small businesses, and partial points given to businesses that have planned utilization of DSBSD certified small businesses on their

Small Business Subcontracting Plan document.

Total points possible are 100.

VI. PREPROPOSAL TELECONFERENCE

OPTIONAL PREPROPOSAL TELECONFERENCE: An optional pre-proposal teleconference will be held at 11:00AM., EST on September 2, 2026, as specified on the cover sheet, through Microsoft Teams. The purpose of this conference is to allow potential offerors an opportunity to present questions and obtain clarification relative to any facet of this solicitation.

This teleconference can be accessed using either of the following:

Join by phone – 1-434-230-0065

Conference ID - 724 188 456#

Join with Microsoft Teams –

Link is below

Passcode - KT7CA3MN

Meeting ID – 246 728 324 189 829

Link: https://teams.microsoft.com/meet/246728324189829?p=4CC18y0Z7DUp09mv5f

While participation at this conference is not a prerequisite to submitting a proposal, Contractors who intend to submit an proposal are encouraged to participate and have a copy of the RFP available during the conference.

Unauthorized contact with other DVS staff regarding this RFP may result in disqualification of the proposal submission.

VII. GENERAL TERMS AND CONDITIONS

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

B. APPLICABLE LAWS AND COURTS: This solicitation and any resulting contract shall be governed in all respects by the laws of the Commonwealth of Virginia, without regard to its choice of law provisions, and any litigation with respect thereto shall be brought in the circuit courts of the Commonwealth. The agency and the contractor are encouraged to resolve any issues in controversy arising from the award of the contract or any contractual dispute using Alternative Dispute

Resolution (ADR) procedures (Code of Virginia, § 2.2-4366). ADR procedures are described in Chapter 9 of the Vendors

Manual. The contractor shall comply with all applicable federal, state and local laws, rules and regulations.

C. ANTI-DISCRIMINATION: By submitting their 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.

https://teams.microsoft.com/meet/246728324189829?p=4CC18y0Z7DUp09mv5f https://eva.virginia.gov/index.html

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

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

d. 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.

e. 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.

f. In accordance with Executive Order 61 (2017), a prohibition on discrimination by the contractor, in its employment practices, subcontracting practices, and delivery of goods or services, on the basis of race, sex, color, national origin, religion, sexual orientation, gender identity, age, political affiliation, disability, or veteran status, is hereby incorporated in this contract.

2. The contractor will include the provisions of 1. above in every subcontract or purchase order over $10,000, so that the provisions will be binding upon each subcontractor or vendor.

D. ETHICS IN PUBLIC CONTRACTING: By submitting their proposals, offerors 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 offeror, 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.

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 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 offeror has questions about the specifications or other solicitation documents, the prospective offeror should contact the buyer whose name appears on the face of the solicitation no later than ten (10) working days before the due date. Any revisions to the solicitation will be made only by addendum issued by the buyer.

J. PAYMENT:

1. To Prime Contractor:

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

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

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

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

Collection Act.

e. Unreasonable Charges. Under certain emergency procurements and for most time and material purchases, final job costs cannot be accurately determined at the time orders are placed. In such cases, contractors should be put on notice that final payment in full is contingent on a determination of reasonableness with respect to all invoiced charges. Charges which appear to be unreasonable will be resolved in accordance with Code of Virginia, § 2.2-4363 and -4364. Upon determining that invoiced charges are not reasonable, the

Commonwealth shall notify the contractor of defects or improprieties in invoices within fifteen (15) days as required in Code of Virginia, § 2.2-4351.,. The provisions of this section do not relieve an agency of its prompt payment obligations with respect to those charges which are not in dispute (Code of Virginia, §

2.2- 4363).

2. To Subcontractors:

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

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

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

b. The contractor is obligated to pay the subcontractor(s) interest at the rate of one percent per month (unless otherwise provided under the terms of the contract) on all amounts owed by the contractor that remain unpaid seven (7) days following receipt of payment from the Commonwealth, except for amounts withheld as stated in (2) above. The date of mailing of any payment by U. S. Mail is deemed to be payment to the addressee.

These provisions apply to each sub-tier contractor performing under the primary contract. A contractor’s obligation to pay an interest charge to a subcontractor may not be construed to be an obligation of the

Commonwealth.

3. Each prime contractor who wins an award in which provision of a SWaM procurement plan is a condition to the award, shall deliver to the contracting agency or institution, on or before request for final payment, evidence and certification of compliance (subject only to insubstantial shortfalls and to shortfalls arising from subcontractor default) with the SWaM procurement plan. Final payment under the contract in question may be withheld until such certification is delivered and, if necessary, confirmed by the agency or institution, or other appropriate penalties may be assessed in lieu of withholding such payment.

4. The Commonwealth of Virginia encourages contractors and subcontractors to accept electronic and credit card payments.

K. PRECEDENCE OF TERMS: The following General Terms and Conditions VENDORS MANUAL, APPLICABLE LAWS

AND COURTS, ANTI-DISCRIMINATION, ETHICS IN PUBLIC CONTRACTING, IMMIGRATION REFORM AND

CONTROL ACT OF 1986, DEBARMENT STATUS, ANTITRUST, MANDATORY USE OF STATE FORM AND TERMS

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

Terms and Conditions shall apply.

L. QUALIFICATIONS OF OFFERORS: The Commonwealth may make such reasonable investigations as deemed proper and necessary to determine the ability of the offeror to perform the services/furnish the goods and the 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 offeror’s physical facilities prior to award to satisfy questions regarding the offeror’s capabilities. The Commonwealth further reserves the right to reject any proposal if the evidence submitted by, or investigations of, such offeror fails to satisfy the Commonwealth that such 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 additional goods or services to be provided shall be of a sort that is ancillary to the contract goods or services, or within the same broad product or service categories as were included in the contract award. Any increase or decrease in the price of the contract resulting from such modification shall be agreed to by the parties as a part of their written agreement to modify the scope of the contract.

2. The Purchasing Agency may order changes within the general scope of the contract at any time by written notice to the contractor. Changes within the scope of the contract include, but are not limited to, things such as services to be performed, the method of packing or shipment, and the place of delivery or installation. The contractor shall comply with the notice upon receipt, unless the contractor intends to claim an adjustment to compensation, schedule, or other contractual impact that would be caused by complying with such notice, in which case the contractor shall, in writing, promptly notify the Purchasing Agency of the adjustment to be sought, and before proceeding to comply with the notice, shall await the Purchasing Agency's written decision affirming, modifying, or revoking the prior written notice. If the

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

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

b. By agreeing upon a unit price or using a unit price set forth in the contract, if the work to be done can be expressed in units, and the contractor accounts for the number of units of work performed, subject to the Purchasing Agency’s right to audit the contractor’s records and/or to determine the correct number of units independently; or

c. By ordering the contractor to proceed with the work and keep a record of all costs incurred and savings realized. A markup for overhead and profit may be allowed if provided by the contract. The same markup shall be used for determining a decrease in price as the result of savings realized. The contractor shall present the Purchasing Agency with all vouchers and records of expenses incurred and savings realized. The Purchasing Agency shall have the right to audit the records of the contractor as it deems necessary to determine costs or savings. Any claim for an adjustment in price under this provision must be asserted by written notice to the Purchasing Agency within thirty (30) days from the date of receipt of the written order from the Purchasing Agency. If the parties fail to agree on an amount of adjustment, the question of an increase or decrease in the contract price or time for performance shall be resolved in accordance with the procedures for resolving disputes provided by the Disputes Clause of this contract or, if there is none, in accordance with the disputes provisions of the Commonwealth of Virginia Vendors Manual. Neither the existence of a claim nor a dispute resolution process, litigation or any other provision of this contract shall excuse the contractor from promptly complying with the changes ordered by the Purchasing Agency or with the performance of the contract generally.

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

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

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

Commonwealth may have.

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

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

R. USE OF BRAND NAMES: Unless otherwise provided in this solicitation, the name of a certain brand, make or manufacturer does not restrict 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 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. Unless the offeror clearly indicates in its proposal that the product offered is an equivalent product, such proposal will be considered to offer the brand name product referenced in the solicitation.

S. TRANSPORTATION AND PACKAGING: By submitting their proposals, all 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.

T. 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 subcontractors are involved, the subcontractor will have workers’ compensation insurance in accordance with §§ 2.2-4332 and 65.2-800 et seq. of the Code of Virginia. The bidder or offeror further certifies that the contractor and any subcontractors will maintain these insurance coverages during the entire term of the contract and that all coverage will be provided by companies authorized to sell insurance in Virginia by the Virginia State Corporation Commission.

MINIMUM INSURANCE COVERAGES AND LIMITS:

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.)

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

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

During the performance of this contract, the contractor agrees to (i) provide a drug-free workplace for the contractor's employees; (ii) post in conspicuous places, available to employees and applicants for employment, a statement notifying employees that the unlawful manufacture, sale, distribution, dispensation, possession, or use of a controlled substance or marijuana is prohibited in the contractor's workplace and specifying the actions that will be taken against employees for violations of such prohibition; (iii) state in all solicitations or advertisements for employees placed by or on behalf of the contractor that the contractor maintains a drug-free workplace; and (iv) include the provisions of the foregoing clauses in every subcontract or purchase order of over $10,000, so that the provisions will be binding upon each subcontractor or vendor.

For the purposes of this section, “drug-free workplace” means a site for the performance of work done in connection with a specific contract awarded to a contractor, the employees of whom are prohibited from engaging in the unlawful manufacture, sale, distribution, dispensation, possession or use of any controlled substance or marijuana during the performance of the contract.

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

X. eVA BUSINESS-TO-GOVERNMENT VENDOR REGISTRATION, CONTRACTS, AND ORDERS: The eVA Internet electronic procurement solution, web site portal 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.

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

Z. SET-ASIDES IN ACCORDANCE WITH THE SMALL BUSINESS ENHANCEMENT AWARD PRIORITY:

This solicitation is set-aside for award priority to DSBSD-certified micro businesses or small businesses when designated as

“Micro Business Set-Aside Award Priority” or “Small Business Set-Aside Award Priority” accordingly in the solicitation.

DSBSD-certified micro businesses or small businesses also includes DSBSD-certified women-owned and minority-owned businesses when they have received the DSBSD small business certification. For purposes of award, offeror’s 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 proposals.

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

BB. AUTHORIZATION TO CONDUCT BUSINESS IN THE COMMONWEALTH: A contractor organized as a stock or nonstock corporation, limited liability company, business trust, or limited partnership or registered as a registered limited liability partnership shall be authorized to transact business in the Commonwealth as a domestic or foreign business entity if so required by Title 13.1 or Title 50 of the Code of Virginia or as otherwise required by law. Any business entity described above that enters into a contract with a public body pursuant to the Virginia Public Procurement Act shall not allow its existence to lapse or its certificate of authority or registration to transact business in the Commonwealth, if so required under Title 13.1 file:///C:/Users/gmf87213/AppData/Local/Microsoft/Windows/Temporary%20Internet%20Files/Content.Outlook/3CSQTVCA/www.eVA.virginia.gov or Title 50, to be revoked or cancelled at any time during the term of the contract. A public body may void any contract with a business entity if the business entity fails to remain in compliance with the provisions of this section.

CC. CIVILITY IN STATE WORKPLACES: The contractor shall take all reasonable steps to ensure that no individual, while performing work on behalf of the contractor or any subcontractor in connection with this agreement (each, a “Contract

Worker”), shall engage in 1) harassment (including sexual harassment), bullying, cyber-bullying, or threatening or violent conduct, or 2) discriminatory behavior on the basis of race, sex, color, national origin, religious belief, sexual orientation, gender identity or expression, age, political affiliation, veteran status, or disability.

The contractor shall provide each Contract Worker with a copy of this Section and will require Contract Workers to participate in agency training on civility in the State workplace if contractor’s (and any subcontractor’s) regular mandatory training programs do not already encompass equivalent or greater expectations. Upon request, the contractor shall provide documentation that each Contract Worker has received such training.

For purposes of this Section, “State…