IFB 120324 Vehicle Cargo Van ¾ and 1-Ton, Full Size Passenger Van, and Minivan.pdf

IFB #120324, Attachment A

IFB# 120324

Vehicle: Cargo Van ¾ and 1-Ton, Full Size Passenger Van, and Minivan

I. PURPOSE:

The purpose of this Invitation for Bids (IFB) is to solicit sealed bids to establish a contract with one or more qualified suppliers to provide Cargo van ¾ ton and 1-ton, full size Passenger van, and Minivan for use by all Commonwealth of Virginia agencies, institutions of higher education, or other public bodies (collectively “Authorized Users”” as defined in the Code of Virginia §2.2-1110, 2.2-1120, and 2.2-4301.

Any contract that may result from this solicitation will be a mandatory term contract for use by Commonwealth of Virginia executive branch agencies and optional use for other public bodies and authorized users. Any contract that may result from this solicitation will be established and managed by the Commonwealth of Virginia, Department of General Services (DGS), Division of Purchases and Supplies (DPS).

All Authorized Users shall place orders through eVA for any contract that may result from this solicitation.

II. PERIOD OF CONTRACT:

The initial period of the contract will be from October 28, 2026 through five (5) year period. Pricing may be adjusted at the start of each model year (ref: Price Escalation/De-escalation).

III. BACKGROUND AND/OR HISTORICAL SALES DATA:

• Current contract CTR005725 Vehicle: ¾ and 1-ton Cargo Vans. This existing contract term expires October 27, 2026. The current contract is available for view on the Commonwealth’s eProcurement website: https://eva.virginia.gov/

• Current contract CTR005867 Vehicle 7 Passenger Minivan. This existing contract term to terminate at of award. The current contract is available fore view on the Commonwealth’s eProcurement website https://eva.virginia.gov

• Current Commonwealth of Virginia Vehicle: ¾ and 1-Ton Cargo Van Contract CTR005725 (10/28/2021 - 10/28/2026); the Commonwealth has processed orders, representing (estimated) total quantities 128 units (estimated) total sales $7,467,038.

• Current Commonwealth of Virginia Vehicle: 7 Passenger Minivan Contract CTR005867 (09/19/2022-05/27/2026); the Commonwealth has process orders, representing (estimated) total quantities 271 units (estimated) total sales $12,004,739.

IV. SCOPE OF WORK:

The Contractor shall furnish and deliver Cargo van ¾ ton and 1-ton, full size Passenger van, and

Minivan (manufacturer’s base production model, optional equipment, and training), as applicable, specifically advertised and installed by the manufacturer for the vehicle which the Bidder proposes to furnish. The only source of information in determining whether the equipment is specifically advertised for the vehicle being offered shall be the manufacturer’s published vehicle literature.

A. GENERAL REQUIREMENTS:

1. Equipment and Pricing Schedule: Bidders shall complete pricing of the product(s) being offered. Bidders shall indicate pricing on Attachment G - Equipment and Pricing Schedule https://eva.virginia.gov/ by responding to the information requested (make/model and order code, description, MSRP base vehicle price, contract base price, current production model year, option item(s) discount percentage, parts discount percentage, mileage, warranty, etc.) - with their bid. Should a bidder wish to submit a bid for more than one manufacturer, a copy of Attachment G – Equipment and Pricing Schedule for each make, as applicable. (Example: A Bidder who is a licensed dealer for Chrysler, Dodge, Honda, Kia, Toyota, etc.) Add/Update the tab at the bottom of the spreadsheet to reflect the manufacturer brand bid on the sheet and for additional manufacturer brands add additional sheet(s), as applicable and label the tab accordingly. The Commonwealth reserves the right to obtain technical data and to request clarification when deemed necessary.

Bidder shall provide list of standard equipment for each bid make/model. Bidder shall provide a listing of available options with description, option code, MRSP/list price, percentage discount, and contract price (MRSP/list – percentage discount = option contract price) for each make/model with bid submission. The Commonwealth reserves the right to request/obtain technical data and to request clarification when deemed necessary. Failure to provide this information may result in the bid being considered non-responsive.

2. Fleet Options. The Specifications require certain accessories and/or options to be provided as either standard equipment or option. Reference the Fleet options/package tab on Attachment G – Equipment and Pricing Schedule. Failure to provide this information may result in the bid being considered non-responsive.

Bidders shall familiarize themselves with the Fleet Options prior to submitting a bid. Any equipment called for in these specifications which is not listed by the manufacturer as standard or optional for the model being offered is subject to buyer approval.

NOTE: In the event equipment (Fleet options) required by this specification is not factory installed. It is the bidder’s responsibility to review the specifications in detail to ensure that you have outside sources of supply where necessary and the capability to fulfill dealer installation for these items.

3. Fleet Numbers: If required by the Manufacturer, all Authorized Users shall provide a Fleet

Number prior to placing a Vehicle order with the Contractor. The Contractor shall verify if the Authorized User has an existing number. If the Authorized User does not have a required Fleet Number, the Contractor shall fully assist them in obtaining one.

4. Paint Colors. The bidder shall provide a list (order code/color) for each make/model (base vehicle) standard colors with bid. Bidder shall provide optional paint colors and pricing on the submitted options list pricing

5. Delivery Locations and Times: Vehicles shall be delivered to various state agencies, cities, counties, towns, and political subdivisions throughout the Commonwealth as required and indicated in the purchase order. Normal hours for delivery shall be between the hours of 8:00 AM and 5:00 PM, except on official state holidays and periods of shut down, unless otherwise instructed by the Authorized User. The Contractor shall clarify and coordinate deliveries with the Authorized User. Failure to coordinate delivery with the Authorized user may result in refusal of delivery.

6. Delivery Charges: The Contractor shall provide delivery for the Vehicle(s) purchased in accordance with the following:

i. Distance: Shall be calculated by the number of actual miles from the Contractor’s physical address to the delivery point specified by the Authorized User. Mileage shall be determined using Google (maps and directions) at http://maps.google.com; with the results rounded up to the next whole mile.

http://maps.google.com/

ii. Included Miles - Distance equal to or less than 50 miles and all deliveries to DGS

Division of Fleet Management Services (DFMS) in Richmond, Virginia and the Virginia State Police located at 7700 Midlothian Turnpike North Chesterfield, VA 23235:

Vehicle(s) shall be delivered FOB Destination, freight included. No extra charges permitted.

iii. Additional Mileage – Distance equal to or more than 51 Miles: The Contractor may add an additional delivery charge not to exceed $1.80 per mile of the difference between the actual total distances minus 50 included miles. (Example: Actual total distance= 150 miles, minus 50 included miles, equals 100 miles applicable to an additional delivery charge per Vehicle.) Attachment G - Equipment and Pricing Schedule

iv. Bidders shall provide additional delivery rates in accordance with the Pricing Schedule and as follows:

a. Single purchase order for multiple Vehicles: Bidders should offer a reduced delivery rate for multiple Vehicles ordered on any single purchase order. The regular rate provided must not exceed $1.80 per mile applicable to the first Vehicle and any reduced rates should apply to subsequent Vehicles on the same purchase order.

Partial shipments of any single order made at the option of the Contractor shall not change delivery charges.

b. Multiple purchase orders: If the Contractor delivers multiple Vehicles ordered on different purchase orders in a single shipment, the Contractor should extend the reduced delivery rate(s) to the Authorized User. The Contractor must have prior written approval from the Authorized User and obtain any necessary change orders.

c. Additional delivery rates shall not apply to any Vehicle ordered by Division of Fleet

Management Services (DFMS).

7. Delivery Lead Time: Bidders shall provide a delivery lead-, after receipt of order (ARO), in the Special Term and Condition “15” “Delivery” section of the solicitation and returned with the bid. This lead-time shall be for orders placed prior to the build-out date.

8. Delivery Inspection: Each Vehicle delivered will be checked for compliance with the purchase order. If any deviations from the specifications, damage, or improper Contractor preparation exist, the invoice will not be approved for payment until the Contractor corrects all defects.

9. Pricing Schedule: All Bidders must enter vehicle MSRP, contract base pricing, factory options discount and Additional non-factory available options on Attachment G - Equipment and Pricing Schedule.

10. Taxes: No Federal or state taxes shall be included in the bid response pricing, including tires.

The Authorized Users as described herein shall furnish their Tax Exemption Registration number upon request.

11. Preparation: Vehicles must be delivered clean and complete and ready for service including a current Virginia State Inspection. New Vehicle service preparation must be performed by the Contractor according to the manufacturer’s specifications. Each Vehicle must be delivered with at least half (1/2) tank of fuel (gas, diesel, etc.) or at least a minimum of half (1/2) charged battery, whichever applies. Vehicles delivered without proper Contractor preparation must be picked up, serviced, and re-delivered by the Contractor at no additional cost to the Authorized User.

12. Miscellaneous: Vehicle to be furnished shall conform to all applicable Federal and Motor Vehicle Safety Standards and all equipment shall conform to Title 46.2, Chapter 10, of the Code of Virginia and shall include a valid State Inspector Sticker. No dealer identifications such as sticker, decal, metal emblem and so forth will be accepted on Vehicles furnished under the contract.

13. Ordering: The parties agree that all orders issued under the contract by Authorized Users shall be processed through eVA unless specifically exempted by DPS in writing. Orders against the contract which are not processed through eVA are not in compliance with the terms and conditions of the contract and Contractors receiving such non-eVA orders shall request the Authorized User to resubmit the order through eVA. If the Contractor accepts an order under the contract, where the order has not been processed through eVA, the Contractor will be in breach of contract. If an Authorized User issues an order which is not processed through eVA, but purports to be authorized by the contract, the agency may be found in violation of Section 2.2-4376 of the Code of Virginia. Section 2.2-4376 prohibits public employees from knowingly making false statements or misrepresentations, and from using documents known to contain false statements or misrepresentations.

14. New Equipment: The Vehicles offered in response to this solicitation and delivered under the contract must be new and unused current models of the Vehicle. No prototype or demonstrator Vehicle will be accepted, and offering of such a Vehicle will be cause for bid rejection.

15. Product Additions: The Commonwealth recognizes that products and product line additions to the Contractors standard bid during the life of the contract are likely to occur. In the event that the manufacturer adds a new product or product line that represents products that are consistent with the scope for the contractors awarded category, the Commonwealth and the Contractor may agree to add this product or products to the contract with respect to the contract discount structure, net price or grand total of product or products.

16. Graphics and Dealer Options: Graphics and other dealer installed options may be included in this contract only if the work is done at the contractor’s facility or by contractor staff. Pricing for these options shall be listed in Attachment G. For any options that are not listed by the contractor on Attachment G, the price shall be based off the discount for manufacturer options on Attachment G.

17. Safety Features: The vehicles shall come with industry standard safety features. Safety features beyond the industry standard that the manufacturer offers shall be offered as options.

V. PRE-BID CONFERENCE: Not Applicable

VI. SOLICITATION CLARIFICATIONS:

Questions regarding the solicitation must be submitted in writing only to Pamela Copeland via e-mail at pamela.copeland@dgs.virginia.gov no later than 10:00 a.m. on August 4, 2026. Bidder should identify the email by noting the solicitation number “IFB 120234” in the subject line. Responses to clarifications may be posted in eVA’s Virginia Business Opportunities (VBO). The identity of Bidder’s will not be published with the response. Formal changes to the solicitation, including but not limited to, contractual terms and procurement requirements will only be changed by formal written addendum to the solicitation.

There shall be no communication of any type on any aspect of this solicitation, written or otherwise, by any prospective Bidder, including any sub-bidder, Bidder’s agent or other type of Bidder representative, with any employee or agency of the Commonwealth of Virginia, with the exception of mailto:pamela.copeland@dgs.virginia.gov the DPS Contracting Officer noted in the solicitation, unless a Bidder is instructed otherwise by the DPS Contracting Officer. Failure to comply with this requirement may disqualify a Bidder from participation in this opportunity.

As used in this IFB, 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 bid. 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.

VII. REPORTING REQUIREMENTS:

A. CONTRACTOR'S QUARTERLY REPORT OF SALES: Contractor shall provide electronic reports in Microsoft Excel format on a quarterly basis showing total invoiced sales data, which means all invoices are issued within the reporting period. Reports shall be provided no later the 15th of next month following the end of the calendar quarter, reporting total invoiced sales and return transactions that took place in the immediately preceding quarter. Reports shall be sent to the DPS Contracting Officer. Failure to submit required information in a timely manner may result in cancellation of the Contract.

B. SURCHARGE ADJUSTMENT FEE: Contractor shall pay the Department of General Services (DGS), a Surcharge Adjustment (SCA) fee under this Contract. DGS will not issue invoices or statements. The Contractor must remit the SCA fee by the last day of the month following the end of the calendar quarter. The SCA fee equals $350 dollars per vehicle sold on the contract.

The SCA fee amount due must be paid by check with identification of “Contract Number,” “Report Amounts,” and “Report Period” on either the check stub or other remittance material. DGS may, at its discretion, agree to an electronic funds transfer, in lieu of a check, however in the absence of an express written agreement from DGS that validates the agreement, then the payment shall be made by check as described herein.

Checks shall be payable to: Treasurer, Commonwealth of Virginia.

Checks shall be mailed to:

DGS/Division of Purchases and Supply ATTN: VSSI Coordinator PO Box 1199 Richmond, VA 23218-1199

If the full amount of the SCA fee is not paid within 30 calendar days of due date, it shall constitute a debt that the Contractor is obligated contractually to pay to the Commonwealth of Virginia, and the Commonwealth may exercise all rights and remedies available under law. Reports shall be sent to the DPS Contracting Officer and to the following email address:

vssireport@dgs.virginia.gov. Failure to submit sales reports, falsification of sales reports, and or failure to pay the SCA fee in a timely manner may result in cancellation of the Contract.

C. REPORTING AND PAYMENT SCHEDULES:

Quarterly Report Period Sales Months Report Due 1st Quarter Jan, Feb, Mar April 15th 2nd Quarter Apr, May, June July 15th 3rd Quarter July, Aug, Sept October 15th 4th Quarter Oct, Nov, Dec January 15th

SCA Fee Period Sales Months Payment Due 1st Quarter Jan, Feb, Mar April 30th 2nd Quarter Apr, May, June July 31st 3rd Quarter July, Aug, Sept October 31st 4th Quarter Oct, Nov, Dec January 31st mailto:vssireport@dgs.virginia.gov

D. Contractor shall:

1. Meet or conference call at least quarterly with the DPS Contracting Officer to review performance, usage under the Contract, and discuss opportunities for improvements.

2. Provide any documentation or reports as requested by the DPS Contracting Officer.

3. Notify the DPS Contracting Officer, in writing, of any unresolved disputes or problems that have been outstanding for more than thirty (30) days.

VIII. INVOICES AND PAYMENT:

A. INVOICES: Contractor shall submit the invoice(s) to the address designated on the purchase order following acceptance by the Authorized User of goods and services rendered. No invoice may include any cost other than those identified in the purchase order referencing the Contract.

Invoice(s) shall provide at a minimum:

1. Name of Authorized User (the ordering entity)

2. Authorized User point of contact and phone/email

3. Description of the goods and/or services provided

4. Contract number

5. Purchase order number

6. Invoice number

7. Invoice date

8. Invoice amount

B. PAYMENT: Payment will be made in accordance with the Virginia Prompt Payment Act. State

Agencies will pay per §2.2-4350 of the Virginia Prompt Payment Act. Localities will pay per §2.2- 4352 of the Virginia Prompt Payment Act. Payments will only be remitted after receipt of valid invoice and verification of satisfactory goods received and/or completion of work. Payment may be made via a check or EDI depending on how the Contractor is registered with the Department of Accounts.

IX. 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 https://eva.virginia.gov/index.html

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, rules 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.

g. 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.

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:

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:

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 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:

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 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 details 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 non-responsive. 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 under this solicitation, the bidder certifies that if awarded the contract, it will have the following insurance coverage at the time the contract is awarded. For construction contracts, if any subcontractors are involved, the subcontractor will have workers’ compensation insurance in accordance with §§ 2.2-4332 and 65.2-800 et seq. of the Code of Virginia. The bidder further certifies that the contractor and any subcontractors will maintain these insurance coverages during the entire term of the contract and that all coverage will be provided by companies authorized to sell insurance in Virginia by the Virginia State Corporation Commission.

MINIMUM INSURANCE COVERAGES AND LIMITS:

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

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 must register in eVA and pay the Vendor Transaction Fees specified below; failure to register will result in the bid being rejected.

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

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 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. Omitted

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. A public body may void any contract with a https://dgs.virginia.gov/globalassets/business-units/dps/documents/billing/eVA-Fee-Schedule-Revised-Effective-07-01-2014.pdf 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 workplace” includes any location, permanent or temporary, where a Commonwealth employee performs any work-related duty or is representing his or her agency, as well as surrounding perimeters, parking lots, outside meeting locations, and means of travel to and from these locations. Communications are deemed to occur in a State workplace if the Contract Worker reasonably should know that the phone number, email, or other method of communication is associated with a State workplace or is associated with a person who is a State employee.

The Commonwealth of Virginia may require, at its sole discretion, the removal and replacement of any Contract Worker who the Commonwealth reasonably believes to have violated this Section.

This Section creates obligations solely on the part of the contractor. Employees or other third parties may benefit incidentally from this Section and from training materials or other communications distributed on this topic, but the Parties to this agreement intend this Section to be enforceable solely by the Commonwealth and not by employees or other third parties.

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

EE. FORCED OR INDENTURED CHILD LABOR: Applicable in all solicitations and contracts over

$10,000:

During the performance of this contract the use of forced or indentured child labor is prohibited.

Any Prime Contractor shall include such prohibition in every subcontract that exceeds $10,000 and shall be binding upon each subcontractor or vendor.

For the purposes of this section, “ forced or indentured child labor” means all work or service exacted from any person younger than 18 years of age under the menace of any penalty for the nonperformance of such…