Department of Military Affairs BAS - FY26 - Services Contract.pdf

COMMONWEALTH of VIRGINIA

DEPARTMENT OF MILITARY AFFAIRS

OFFICE OF THE ADJUTANT GENERAL

VIRGINIA NATIONAL GUARD

Issue Date: September 22 2026 INVITATION FOR BIDS IFB# 123-26-008

Title: DMA Building Automation Systems (BAS) Commodity: 93629, 91017 Location: Statewide Locations

Issuing Agency: Commonwealth of Virginia Department of Military Affairs

Contract Officer: Nicole Wilborn Email: nicole.m.wilborn.nfg@army.mil

Phone: 434.298.6424

NOTE TO BIDDERS

Prebid Conference: An Optional Virtual Pre-Bid Conference will be held October 13, 2026. Refer to Solicitation Section VI for instructions on how to participate.

Solicitation Closing Date and Time: October 27, 2026, at 11:00am. Refer to Solicitation Section IX, A for Instructions to Bidders.

Virtual Public Bid Opening Date and Time: October 28, 2026, at 11:00am. Refer to Solicitation Section IX, B for instructions on how to participate.

Note: This public body does not discriminate against faith-based organizations in accordance with the code of Virgina, 2.2-

4343.1 or against a bidder because race, religion, color, sex, national origin, age, disability, sexual orientation, gender identity, political afflictions, veteran status, status as a military family, or any other bases 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 Conditions. Such a request may be in writing and explain why an exception should be made in that invitation to bid.

TABLE OF CONTENTS

I. Purpose II. Questions Regarding This Invitation For Bid

III. General IV. Definitions/Acronyms V. Specifications/Contract Requirements

VI. Pre-Bid Conference VII. Method for Payment

VIII. Invoicing IX. Bidders Instructions and Public Opening X. General Terms and Conditions

XI. Special Terms and Conditions XII. Additional Terms and Conditions for Non-Capital Outlay Projects

XIII. Federal Terms and Conditions

Attachments:

a. Pricing Schedule

b. List of Facilities and Locations

c. Zones

d. Vendor Data Sheet

e. State Corporation Commission Form

f. Invoice Requirements

g. Pre-Bid Questionnaire

h. Project Order Term Contract

i. SWAM Utilization

j. Certificate of Insurance

k. Small Business Subcontracting Form

l. Build America Buy America

I. Purpose:

The purpose of this Invitation to Bid (IFB) is to establish a contract with multiple qualified vendors per Zone who can provide work as stated in the Scope of Work, Section V.

Bidders have the option to submit bids for any and all trades in any and all zones.

Period of Contract: From January 1, 2027 or date of award whichever occurs first, through December 31, 2027. (Renewable for four

(4) optional 1-year periods)

Reminder to Bidders: This solicitation includes a requirement for the Bidder to submit a Small Business Subcontracting Plan (SBSP) Attachment M with the electronic bid response in eVA.

II. Questions:

Any questions regarding this invitation for bid shall be addressed to Nicole Wilborn at nicole.m.wilborn.nfg@army.mil or 434-298- 6424. The issuing office shall determine whether any addendum should be issued as a result of any questions or other matters raised.

Provide questions no later than 11:00am on October 16, 2026.

III. General Definitions

For the purpose of clarification, each firm submitting a Bid is referred to as a “Bidder” and the Bidder awarded the contract to supply the services is referred to as a “Contractor.” Department of Military Affairs is referred to a “DMA”. This Invitation for Bids states that instructions for submitting bids, the procedure and criteria by which a contract may be awarded, and the contractual terms which will exclusively govern the contract between DMA and the Contractor. The authorized representative for DMA shall be the Contract Administrator referred to as “CA” mailto:nicole.m.wilborn.nfg@army.mil

IV. Definitions

1. Emergency Work – Immediate response required– not a component of this IFB

2. Planned – Work specifically identified in this IFB

3. Unplanned – Work identified after the award of this IFB

4. Satisfactorily Completed – All work has been completed by the Contractor in accordance with the specifications herein.

This includes inspection by DMA, rework (if required by the Contractor) and validation by DMA.

5. Purchase Order – Order submitted through eVA Platform

V. Specifications/Contract Requirements A. General Specifications

i. The Contractor shall furnish all supervision, labor, equipment and any other incidentals necessary to meet the requirements stated within Section B.

ii. The Contractor shall be capable of commencing work within ten (10) days after a purchase order has been issued. All work shall be completed within the specified time frame as agreed upon with the Scope of Work submitted.

iii. The Contractor shall perform all work specified under this contract during daylight hours from 8:00am to 4:30pm Monday through Friday, excluding observed state holidays unless directed otherwise by the CA.

The CA may authorize or require the Contractor to work on Saturdays or Sundays in cases when weather conditions are poor, for the preparation of a special event, or if safety concerns arise. Any need for variations shall be communicated between the Contractor and the CA in writing/email.

iv. The Contractor shall ensure that all personnel are outfitted with the necessary personal protective equipment (PPE). PPE shall be in accordance with the current edition of the Virginia Work Protection Manual and meet all applicable OSHA/VOSHA specifications.

v. Upon completion of work, the Contractor shall be responsible for cleanup of the worksite. This shall include but is not limited to the removal and proper disposal of trash, packaging material, and waste material.

vi. All work performed under this contract shall be done in a professional manner according to DMA specifications.

B. Scope of Work

i. The Contractor shall furnish all necessary transportation, labor, supervision, materials, tools, parts, equipment and supplies to fully maintain and provide quarterly comprehensive preventative maintenance services, annual preventative maintenance services, on-call and emergency repair services, training, support, upgrade projects, conversions and modernization of Schneider EcoStruxture, Schneider Building Automation Systems, and Performance Assurance Service Support. The Contractor shall be a Schneider factory-authorized service contractor. This scope includes all equipment related to the energy management system, including but not limited to meters, valves, actuators, and other connected components.

ii. The Contractor shall provide all services described herein and provide them to a FSB Branch Team Member:

1. Quarterly

a. Preventative Maintenance to include comprehensive preventative maintenance per facility; inspection for proper operation; cleaning all existing operating workstations;

verification of network and wiring connections of the Schneider systems; perform system functionality check on VAV, fan coils, heat pump terminals from the central workstation.

b. System and Software management to include a complete backup of all controllers (programs, set points, parameters, graphics); perform database diagnostic test on all controllers; check and report on controller power supplies; tighten all terminations and visually check board components; perform a system backup on electronic media (e.g.

USB drive)

c. Reporting and Documentation to include electronic copies of controller backups to the Contract Officer; provide a PDF report of all work performed within five days of the site visit; print a current copy of the database for the archive hardcopy manual.

2. Monthly

a. Preventative Maintenance to include remotely accessing the BAS to inspect malfunctions or energy waste.

b. Reporting and Documentation to include delivery of report electronically with all findings from the remote monitoring

3. Annual

a. Preventative Maintenance to include point-to-point check on each control device (excluding terminal units), calibrate each analog input and verify each analog output, confirm operation of each digital input and digital output

4. Contractor shall address issues identified during quarterly, monthly, and annual visits; complete system upgrades to the latest version of the EcoStruxure within the first three months of initial contract; be capable of providing subsequent hardware and graphic upgrades as required; reload the most recent databases and files to restore the system in the event of system failure; make any updates to as-built and application engineering drawings to reflect any system changes; document each service call (on-site and/or remote) and provide a PDF work/service report within five days;

provide a scope-of-work for all non-emergency repairs and system improvements; note the current and new software versions on the service report whenever software is updated; make any recommendations and create trend reports as requested by designated personnel.

5. Contractor shall provide a telephone number for regular working hours and another for non-regular working hours; provide up remote support via telephone; provide remote diagnostics and troubleshooting via digital communication; provide annual training and additional training with software and system upgrades; obtain written approval before conducting non-emergency repairs;

use new, original equipment manufacturer parts for all repairs (unless otherwise approved;

maintain adequate supply of controllers for life of contract

iii. The Contractor shall abide by the following service call response times:

1. Emergency: Return phone calls within one hour and have personnel on-site within eight hours

2. Non-Emergency: Return phone call by the next business day and have personnel on-site within four days

iv. The Bidder shall hold a Class A License with DPOR in order to be considered responsive to the requirements of this solicitation.

v. Bid prices shall be in the form of a firm-fixed hourly rate for the line items described in the pricing schedule. Bid prices shall include all direct and indirect overhead costs such as contract management, project management, supervision, standard tools and equipment, consumable supplies, transportation, mileage, and all incidentals. No extra cost will be allowed during the contract period

vi. Pricing schedule labor rate will be incorporated into the lump sum pricing used for all quotes obtained.

C. Personnel

i. Contractor’s Capacity to Perform: The contractor shall be responsible for having sufficient and adequately qualified personnel and equipment available throughout the contract period to perform services

ii. Contractor’s Personnel: The Contractor shall be responsible for the conduct of all Contractor’s and Subcontractor’s personnel while at the work site. The Contractor shall at all times communicate any questions or concerns regarding work planned, performed, or promised to the CA.

iii. Contact Person: The Contractor shall assign an individual as the Supervision Representative whose name and cellular phone number shall be required prior to commencement of any work activities. The cellular telephone shall be capable of operating throughout the area covered under this contract and be able to communicate effectively with the CA.

iv. Supervision: The Supervision Representative shall be responsible for assigning and coordinating work, notifying the CA on a daily basis, processing daily/weekly reports (as necessary) and general contract performance issues and have the ability to meet with DMA’s CA on site as needed.

D. Manner of Conducting Work at the Job Site

i. Delivery and Parking: There shall be no storage of vehicles, equipment, or materials within DMA property without specific written permission from the CA.

ii. Work Hours: All work shall be performed Monday through Friday, excluding observed Virginia State holidays, during daylight hours from 8:00am to 4:30pm and weather conditions permitting, unless otherwise approved by the CA.

State Holidays include but are not limited to, New Year’s Day, Martin Luther King Jr. Day, George Washington’s Birthday, Memorial Day, Juneteenth, Independence Day, Labor Day, Columbus Day, Election Day, Veteran’s Day, Thanksgiving Day, Day after Thanksgiving, and Christmas Day. If any of these holidays occur on a Saturday, the preceding Friday shall be considered the holiday and if they occur on Sunday, the following Monday shall be considered the holiday.

iii. Cleanup/Disposal: All waste generated in the performance of this contract not previously addressed is the responsibility of the Contractor and shall be removed from DMA properties by the Contractor, unless otherwise allowed by the CA. Disposal cost shall be included in the bid prices.

iv. Coordination and Notification of Work:

1. The DMA CA will coordinate the start of work with the Contractor.

2. DMA will inspect the work. In the event DMA determines work is unfinished, or not in compliance with the stated Scope of Work, DMA will identify such work to the Contractor in writing and the Contractor shall rework or complete as required. The Contractor shall then notify the DMA CA when rework is completed for validation as satisfactorily complete. Contractor shall not invoice DMA for work that has not received written validation from DMA that work is considered Satisfactorily Completed.

3. The Contractor shall immediately provide notification to DMA CA for any accident that occurs within the work zone for any personal injury which requires off-site medical attention.

Failure to provide notification to the CA may be cause for default action or contract termination.

E. Method of Ordering Work: No work shall begin until an approved purchase order is in place. In the event of an emergency, DMA has the right to provide verbal or written approval for work to begin without a purchase order.

VI. Mandatory Pre-Bid Conference:

A mandatory virtual pre-bid conference will be hosted by the Contract Officer via Microsoft Teams on October 6, 2026 at 11:00am.

The purpose of this conference is to allow potential bidders an opportunity to present questions and obtain clarification relative to any facet of this solicitation.

The conference will begin promptly at the time indicated with a cut-off time of 11:00 am. At the start of the conference the Contract Officer (CO) will conduct an attendance role call to identify the individuals participating. Participants will be requested to provide their individual name, company name and contact information during the role call.

Bids submitted by firms not represented at the Mandatory Pre-bid Conference will not be considered.

The Microsoft Teams Virtual Meeting conference can be accessed with the below information

Microsoft Teams meeting Join: https://dod.teams.microsoft.us/meet/993306510532?p=nB3F7QeKJqTbRXM9Tf Meeting ID: 993 306 510 532 Passcode: xw6ki2Df Need help? | System reference Dial in by phone +1 571-616-7941,,125921081# United States, Engleside Find a local number Phone conference ID: 125 921 081# For organizers: Meeting options | Reset dial-in PIN

Have a copy of the solicitation with you. Any changs resulting from this conference will be issued in a written addendum to the solicitation.

VII. Method for Payment:

https://dod.teams.microsoft.us/meet/993306510532?p=nB3F7QeKJqTbRXM9Tf https://aka.ms/JoinTeamsMeeting?omkt=en-US https://dod.teams.microsoft.us/l/meetup-join/19%3adod%3ameeting_528650655ed14a05af1f8c386db839b9%40thread.v2/0?context=%7b%22Tid%22%3a%22fae6d70f-954b-4811-92b6-0530d6f84c43%22%2c%22Oid%22%3a%226551d51b-6e37-40c6-8834-70aa2f8c584b%22%7d tel:+15716167941,,125921081 https://dialin.dod.teams.usgovcloud.microsoft/159ea8f1-dc3e-41a8-8e5c-2d80a8930cc5?id=125921081 https://dod.teams.microsoft.us/meetingOptions/?organizerId=6551d51b-6e37-40c6-8834-70aa2f8c584b&tenantId=fae6d70f-954b-4811-92b6-0530d6f84c43&threadId=19_dod_meeting_528650655ed14a05af1f8c386db839b9@thread.v2&messageId=0&language=en-US https://dialin.dod.teams.usgovcloud.microsoft/usp

Payment will be made in accordance with the Virginia Prompt Pay Act within 30 days after the receipt of a valid invoice and verification of satisfactory goods received and/or completion of work. Invoices shall be submitted to the address listed below Section VIII for all items completed within the designated billing period.

Payment will be made via check, ACH, or EDI. For questions about electronic payment, please contact DOA at (804) 692-0473 or via email at: edi@doa.virginia.gov.

VIII. Invoicing:

Invoices shall be submitted at completion and acceptance of work by DMA to the address listed below. Invoices shall include the contact number, purchase order number, and all items listed in Attachment F. No payment will be made for work in progress on the prescribed payment dates. Work completed will be verified in writing by a DMA Representative and the Contractor on an agreeable format.

Commonwealth of Virginia Department of Military Affairs

VAFM-OM PRN 160

1484 B. Avenue

Blackstone, VA 23824

In lieu of mailing, invoices may be submitted as an attachment via email to ng.va.vaarng.mbx.vafm-billing-dma-vafm@army.mil.

IX. Bidders Instructions and Public Opening

A. Bid Submission – Instructions:

All bids must be submitted electronically online via eVA using the Bidder’s established eVA Supplier Account. The entire bid response including any/all attachments and any/all addenda must be submitted electronically in eVA no later than October 27, 2026 at 11:00 am. Faxed, emailed, mailed or hand-delivered bids will not be accepted.

It is the responsibility of the Bidder to ensure the bid and all require attachments are properly completed, readable, and uploaded to eVA by the date and time stated on the electronic solicitation posting. Bidders should allow sufficient time to account for any technical difficulties they may encounter during online submission or uploading of documents. In the event of technical difficulties, bidders should contact eVA Customer Care at 1-866-289-7367 or via email at eVACustomerCare@DGS.Virginia.gov.

B. Public Bid Opening:

Bids will be opened at eh time stated on the electronic posting and the reminders page of this solicitation, and their contents per the Virginia Public Procurement Act and Commonwealth of Virginia Vendors Manual, will be made public for the information of bidders and others interested.

A virtual public bid opening will be hosted by a DMA Representative at October 28, 2026 at 11:00 am.

Microsoft Teams meeting Join: https://dod.teams.microsoft.us/meet/993264562059?p=Idju4c2tWBDKN3Xcfn Meeting ID: 993 264 562 059 Passcode: fp6zr2Ts Need help? | System reference Dial in by phone +1 571-616-7941,,526983468# United States, Engleside Find a local number Phone conference ID: 526 983 468# For organizers: Meeting options | Reset dial-in PIN

The bid opening will begin promptly at the time indicated. At the start of the conference, the DMA Representative will conduct a roll call to identify the individuals participating on the call. Participants will be requested to provide their individual name, company name, and contact information during the roll call.

If you are unable to access the teleconference at the scheduled time, please contact the Contract Officer via email and a bid reading will be provided.

mailto:edi@doa.virginia.gov mailto:ng.va.vaarng.mbx.vafm-billing-dma-vafm@army.mil mailto:eVACustomerCare@DGS.Virginia.gov https://dod.teams.microsoft.us/meet/993264562059?p=Idju4c2tWBDKN3Xcfn https://aka.ms/JoinTeamsMeeting?omkt=en-US https://dod.teams.microsoft.us/l/meetup-join/19%3adod%3ameeting_ec6463872a0747569f643751f23b029a%40thread.v2/0?context=%7b%22Tid%22%3a%22fae6d70f-954b-4811-92b6-0530d6f84c43%22%2c%22Oid%22%3a%226551d51b-6e37-40c6-8834-70aa2f8c584b%22%7d tel:+15716167941,,526983468 https://dialin.dod.teams.usgovcloud.microsoft/159ea8f1-dc3e-41a8-8e5c-2d80a8930cc5?id=526983468 https://dod.teams.microsoft.us/meetingOptions/?organizerId=6551d51b-6e37-40c6-8834-70aa2f8c584b&tenantId=fae6d70f-954b-4811-92b6-0530d6f84c43&threadId=19_dod_meeting_ec6463872a0747569f643751f23b029a@thread.v2&messageId=0&language=en-US https://dialin.dod.teams.usgovcloud.microsoft/usp

The provisions of Code 2.2-4342 of the Code of Virginia, as amended, shall be applicable to the inspection of bids received.

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

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

1. During the performance of this contract, the contractor agrees as follows:

a. The contractor will not discriminate against any employee or applicant for employment because of race, religion, color, sex, sexual orientation, gender identity, national origin, age, disability, veteran status, status as military family, or any other basis prohibited by state law relating to discrimination in employment, except where there is a bona fide occupational qualification reasonably necessary to the normal operation of the contractor.

The contractor agrees to post in conspicuous places, available to employees and applicants for employment, notices setting forth the provisions of this nondiscrimination clause.

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

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

d. If the contractor employs more than five employees, the contractor shall (i) provide annual training on the contractor's sexual harassment policy to all supervisors and employees providing services in the Commonwealth, except such supervisors or employees that are required to complete sexual harassment training provided by the Department of Human Resource Management, and (ii) post the contractor's sexual harassment policy in (a) a conspicuous public place in each building located in the

Commonwealth that the contractor owns or leases for business purposes and (b) the contractor's employee handbook.

e. The requirements of these provisions 1. and 2. are a material part of the contract. If the Contractor violates one of these provisions, the Commonwealth may terminate the affected part of this contract for breach, or at its option, the whole contract. Violation of one of these provisions may also result in debarment from State contracting regardless of whether the specific contract is terminated.

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

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

D. ETHICS IN PUBLIC CONTRACTING: By submitting their bids, bidders certify that their bids are made without collusion or fraud and that they have not offered or received any kickbacks or inducements from any other bidder, supplier, manufacturer or subcontractor in connection with their bid, and that they have not conferred on any public employee having official responsibility for this procurement transaction any payment, loan, subscription, advance, deposit of money, services or anything of more than nominal value, present or promised, unless consideration of substantially equal or greater value was exchanged.

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

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

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

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

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

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

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

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

J. PAYMENT:

i. To Prime Contractor:

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

2. Any payment terms requiring payment in less than 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.

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

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

5. 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).

ii. To Subcontractors:

1. 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:

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

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

2. 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.

iii. 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.

iv. 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 BIDDERS: The Commonwealth may make such reasonable investigations as deemed proper and necessary to determine the ability of the bidder to perform the services/furnish the goods and the bidder shall furnish to the Commonwealth all such information and data for this purpose as may be requested. The Commonwealth reserves the right to inspect bidder’s physical facilities prior to award to satisfy questions regarding the bidder’s capabilities. The Commonwealth further reserves the right to reject any bid if the evidence submitted by, or investigations of, such bidder fails to satisfy the Commonwealth that such bidder 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:

i. 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.

ii. 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:

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

2. 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

3. 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 bidders to the specific brand, make or manufacturer named, but conveys the general style, type, character, and quality of the article desired. Any article which the public body, in its sole discretion, determines to be the equivalent of that specified, considering quality, workmanship, economy of operation, and suitability for the purpose intended, shall be accepted. The bidder is responsible to clearly and specifically identify the product being offered and to provide sufficient descriptive literature, catalog cuts and technical detail to enable the Commonwealth to determine if the product offered meets the requirements of the solicitation. This is required even if offering the exact brand, make or manufacturer specified. Normally in competitive sealed bidding only the information furnished with the bid will be considered in the evaluation. Failure to furnish adequate data for evaluation purposes may result in declaring a bid nonresponsive. Unless the bidder clearly indicates in its bid that the product offered is an equivalent product, such bid will be considered to offer the brand name product referenced in the solicitation.

S. TRANSPORTATION AND PACKAGING: By submitting their bids, all bidders 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:

i. 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.

ii. Employer’s Liability - $100,000.

iii. 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.

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

Profession/Service Limits Accounting $1,000,000 per occurrence, $3,000,000 aggregate Architecture $2,000,000 per occurrence, $6,000,000 aggregate Asbestos Design, Inspection or Abatement Contractors $1,000,000 per occurrence, $3,000,000 aggregate Health Care Practitioner (to include Dentists, Licensed Dental Hygienists, Optometrists, Registered or Licensed Practical Nurses, Pharmacists, Physicians, Podiatrists, Chiropractors, Physical Therapists, Physical Therapist Assistants, Clinical Psychologists, Clinical Social Workers, Professional Counselors, Hospitals, or Health Maintenance Organizations.) Code of Virginia § 8.01-581.15 https://law.lis.virginia.gov/vacode/title8.01/chapter21.1/section8.01-581.15/ Insurance/Risk Management $1,000,000 per occurrence, $3,000,000 aggregate Landscape/Architecture $1,000,000 per occurrence, $1,000,000 aggregate Legal $1,000,000 per occurrence, $5,000,000 aggregate Professional Engineer $2,000,000 per occurrence, $6,000,000 aggregate Surveying $1,000,000 per occurrence, $1,000,000 aggregate

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 bidder, offeror, or contractor shall not be discriminated against in the solicitation or award of this contract because of race, religion, color, sex, sexual orientation, gender identity, national origin, age, disability, faith-based organizational status, any other basis prohibited by state law relating to discrimination in employment or because the bidder or offeror employs ex-offenders unless the state agency, department or institution has made a written determination that employing ex-offenders on the specific contract is not in its best interest. If the award of this contract is made to a faith-based organization and an individual, who applies for or receives goods, services, or disbursements provided pursuant to this contract objects to the religious character of the faith-based organization from which the individual receives or would receive the goods, services, or disbursements, the public body shall offer the individual, within a reasonable period of time after the date of his objection, access to equivalent goods, services, or disbursements from an alternative provider.

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:

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

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.

ii. 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 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 here under 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, bidders/offerors shall be deemed micro businesses or small businesses if and only if they are certified as such by DSBSD on the due date for receipt of bids.

AA. BID PRICE CURRENCY: Unless stated otherwise in the solicitation, bidders shall state bid 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 or Title 50, to be revoked or cancelled at any time during the term of the contract.