SOUTHERN APPALACHIAN MOUNTAINS FOOD BUYING CO-OP (SAM CO-OP)

INVITATION FOR BID

IFB # SN 2026-A SAM Food Buying Co-Op Issue Date: March 16, 2026

Purpose: The Virginia school districts of Bland County, Botetourt County, Bristol City, Buchanan County, Dickenson County, Galax City, Giles County, Grayson County, Lee County, Norton City, Pulaski County, Radford City, Russell County, Scott County, Smyth County, Tazewell County, Washington County, Wise County, and Wythe County, the Southwest Virginia Regional Jail System (all in Virginia) and Elizabethton City (in Tennessee) have entered into a food buying co-op (SAM CO-OP) for the purpose of procuring cafeteria food and related supplies. The SAM CO-OP consists of 155 facilities with an enrollment and/or population of 61,421. There is an average of 29,136 breakfast meals, 40,826 lunch meals and 4,699 dinner meals served each day. The SAM CO-OP is currently accepting formal sealed bids from qualified vendors to furnish and deliver food and supplies for the co-op group.

Period of Contract: July 1, 2026 through June 30, 2027 The contract may be renewed by the SAM Food Co-op upon written agreement of both parties for four (4) successive one-year periods, under the terms of the current contract, and at a reasonable time (approximately 90 days) prior to the expiration.

Bid Due Date: Sealed bids will be received by Tracy Webster, 1570 West Reservoir Street, Wytheville, VA 24382 until May 6, 2026, at 11:00 a.m., at which time bids will be publicly opened. Please add the following line to the top of the address: IFB# 2026-A SAM Food Buying Co-Op. Facsimiles will not be accepted.

All inquiries should be directed to: Tracy Webster 1570 W. Reservoir St. Wytheville VA 24382 Phone: 276-228-5411 email: twebster@wythek12.org OR

Kathy Hicks, SNS SAM Co-Op Administrator Phone: 276-492-9743 email: samcoop2024@gmail.com

SOUTHERN APPALACHIAN MOUNTAINS FOOD CO-OP (SAM FOOD CO-OP)

The bid packet contains information pertaining to the SAM Food Co-op’s Invitation for Bid (IFB# 2026-A SAM Food Buying Co-Op) for school cafeteria food and related supplies for the 2026-2027 school year.

The following items are enclosed and/or attached:

If any of these items are not included in your packet, please contact:

SOUTHERN APPALACHIAN MOUNTAINS FOOD CO-OP (SAM FOOD CO-OP)

TOTAL BID SHEET

Total 12 Months Contract

In compliance with the above invitation and subject to all conditions imposed therein, the undersigned offers and agrees to furnish the items at the price set opposite each item if applicable. I certify that I am authorized to sign this bid for the bidder.

Date:

Company Name and Address

By:

Signature in Ink

Name:

Please Print or Type

FIN or SS Number

Title:

Phone Number:

Email:

SOUTHERN APPALACHIAN MOUNTAINS (SAM)

FOOD BUYING CO-OPERATIVE

(Hereafter known as the SAM CO-OP)

Includes the school districts of: Bland County, Botetourt County, Bristol City, Buchanan County, Dickenson County, Galax City, Giles County, Grayson County, Lee County, Norton City, Pulaski County, Radford City, Russell County, Scott County, Smyth County, Tazewell County, Washington County, Wise County, and Wythe County, the Southwest Virginia Regional Jail System all in Virginia and Elizabethton City Schools in Tennessee.

Contract Period: July 1, 2026 - June 31, 2027

TERMS AND CONDITIONS

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".

RECEIPT AND OPENING OF BIDS

(a) It is the responsibility of the bidder to assure that his/her bid is delivered to the place designated for receipt of bids and prior to the time set for receipt of bids. Bids received after the time designated for receipt of bids will not be considered.

(b) Bids will be opened at the time and place stated in the advertisement, and their contents made public for the information of bidders and others interested who may be present either in person or by representative. The officer or agent of the owner, whose duty it is to open them, will decide when the specified time has arrived. No responsibility will be attached to any officer or agent for the premature opening of a bid not properly addressed and identified.

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

BID PRICE CURRENCY

Unless stated otherwise in the solicitation, bidders shall offer prices in US dollars.

BID PRICES

Bid shall be in the form of a firm unit price for each item during the contract period with the following provision for escalation yearly if the contract is extended for the additional four years as noted in the Renewal of Contract Section of this document. The unit price entered may contain four points (.0000) beyond the decimal.

These prices shall remain constant for a one-year period. Adjustments to the unit prices shall be made on July 1 (if contract is renewed). The new prices shall remain constant for a one-year period. The successful bidder shall use the Producer Price Index for All Finished Consumer Foods to determine adjustments to unit prices. The adjustments will be evaluated against the percentage change of the Producer Price Index of All Finished Consumer Foods. The percentage change of the sum of extended prices on the bid sheet, as a result of the new bid unit prices, shall not exceed the percentage change of the PPI as described above by any more than 5%.

If the distributor experiences an actual increase in their cost for a particular item(s) that exceeds the allowable cost increase for the said item(s) (as based on the PPI) by 7%, and the distributor can justify their actual increase in cost with written documentation, the CO-OP may either 1) allow the proposed price increase, or 2) opt to purchase the said item(s) from another source.

Notice of Price Adjustment:

* Contingent upon the renewal of the contract by both parties **All price adjustments shall be sent to the SAM CO-OP administrator Kathy Hicks or designee by the due date listed.

PRODUCT BID SHEET INSTRUCTIONS

All prices and notations on the product bid sheet shall be in ink or typewritten. No erasures are permitted. Errors may be crossed out and corrections printed in ink or typewritten adjacent to the crossed-out error. The person making the correction shall initial any correction in ink. All initials will be explained in the margin or some other visible place on the same page as the correction. The explanation need only be the full name of the person having initialed the correction and shall be in ink or typewritten. An authorized representative of the company submitting the bid, ensuring that the bid is accurate and complete, shall sign the product bid sheet.

ESTIMATED USAGE

The estimated usage listed on the product bid sheet for each item was compiled by totaling the estimated usage of the individual school divisions and jails.

EXTENDED PRICE

An extended price shall be entered for all items listed on the product bid sheet, unless there is a “0" for estimated quantity. The extended price shall be derived by multiplying the portion price by the estimated quantity. The extended price shall be rounded to the nearest whole cent (5 or greater shall be rounded up and 4.9 or less shall be rounded down).

PRODUCT SPECIFICATIONS

The Healthy Hunger-Free Kids Act requires that food products and ingredients must contain zero grams of Tran’s fat per serving. The nutrition facts panel must indicate zero trans-fat. All food products listed on the bid must be accompanied by the nutrition label/nutrition facts panel or manufacturer’s specifications in order to ensure that no products containing trans-fat are awarded. If the product is a meat item and includes a minimal amount of naturally occurring trans-fat, the nutritional specifications must document the source of that trans-fat. For mixed dishes that may contain both naturally occurring trans-fat (e.g., beef) and added/synthetic trans-fat (partially hydrogenated oil), the vendor must supply additional manufacturer’s documentation to specify the trans-fat source.

COLOR ADDITIVES IN SCHOOL MEALS

Virginia Prohibits Certain Color Additives in School Meals — Effective July 1, 2027 In the 2025 General Session, Governor Youngkin signed SB1289/HB1910, which prohibits public schools from offering foods served in school meals and competitive foods with the following color additives, effective July 1, 2027 (Code of Virginia 22.1-207.4:3):

1. FD&C Blue No. 1 (CAS Reg. No. 3844-45-9),

2. FD&C Blue No. 2 (CAS Reg. No. 860-22-0),

3. FD&C Green No. 3 (CAS Reg. No. 2353-45-9),

4. FD&C Red No. 3 (CAS Reg. No. 16423-68-0),

5. FD&C Red No. 40 (CAS Reg. No. 25956-17-6),

6. FD&C Yellow No. 5 (CAS Reg. No. 1934-21-0), or

7. FD&C Yellow No. 6 (CAS Reg. No. 2783-94-0).

Per Code of Virginia 22.1-207.4, “competitive food” means any food, excluding beverages, sold to students on school grounds during regular school hours that is not part of the school breakfast or school lunch program. This includes a la carte items sold on the serving line and vending machine items sold to students during the school day. Compliance with Code 22.1-207.4:3 will be assessed during Administrative Reviews.

CERTIFICATION OF MEAT PRODUCTS

By my signature on this solicitation, I hereby certify and warrant that all products offered for delivery meet or exceed the requirements of the Federal Institutional Meat Purchase Specifications (IMPS), Virginia Department of Agriculture Regulations, Federal Food, Drug and Cosmetic Act, and the Federal Wholesome Meat Act. All products awarded and delivered against this solicitation shall be subject to inspection at destination for specification compliance.

FAILURE TO MEET SPECIFICATIONS

The products delivered should comply with the specified products on the bid sheet. If the products do not meet specifications, the SAM CO-OP reserves the right to cancel the contract.

AWARD OF CONTRACT

An award will be made to the lowest responsive and responsible bidder, however; the award may be made to a reasonably priced DMBE-certified small business bidder(s) that is other than the lowest priced bidder(s). Unit prices, extensions and grand total must be shown. In case of arithmetic errors, the CORRECTED grand total price will govern. If cash discount for prompt payment is offered, it must be clearly shown in the space provided. Discounts for prompt payment will not be considered in making awards. The total contract will be awarded to one supplier. A price must be given for each item unless there is a “0” for estimated quantities. Omission of an item(s) will result in the bid being declared non-responsive. The SAM CO-OP reserves the right to reject any and all bids in whole or in part, to waive any informality, and to delete items prior to making an award.

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.

AVAILABILITY OF FUNDS

It is understood and agreed between the parties herein that the agency shall be bound hereunder only to the extent of the funds available or which may hereafter become available for the purpose of this agreement.

CORRECTION OF NON-JUDGMENTAL MISTAKES

The SAM CO-OP reserves the right to make corrections to non-judgmental mistakes, where the intended correct bid is evident, and the unit price is unaffected. Examples include typographical errors, errors in extension, math errors (Guidelines provided by the Commonwealth of Virginia Vendor’s Manual).

CONTRACT PERIOD

The successful vendor will enter into a contract with the SAM CO-OP for the period beginning July 1, 2026, and ending June 30, 2027.

ADDITIONAL ITEMS ADDED DURING CONTRACT

During the terms(s) of a contract awarded under this solicitation, additional purchases not included in this solicitation list and resulting awarded contract may become necessary and benefit the Program. Both parties agree that the aggregate value of added purchases during each year of the contract, if renewable, shall not exceed [10] % of the estimated total value of the contract. The total value of the contract must be agreed upon and the dollar value listed in every contract and contract renewal. Such additions may be included in the awarded contract list during the contract renewal through a contract amendment, and the total contract value adjusted accordingly. For each contract renewal, the total actual value of the contract in the preceding year and the additions made during the contract term will be the basis for determining the maximum dollar amount (not to exceed 10 %) of additional goods that will be allowed during the next contract renewal year.

RENEWAL OF CONTRACT

This contract may be renewed by the SAM CO-OP upon written agreement of both parties for four (4) additional one-year terms under the terms of the current contract, and at a reasonable time prior to its expiration. If both parties cannot agree to any terms or conditions, the contract will be re-bid.

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.

ANTI-DISCRIMINATION

By submitting their bids, bidders certify to the SAM CO-OP 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.lE).

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

I. 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 alI 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 regulations 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.

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.

IMMIGRATION REFORM AND CONTROL ACT OF 1986

By entering into a written contract with the SAM CO-OP, 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.

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.

ANTITRUST

By entering into a contract, the contractor conveys, sells, assigns, and transfers to the SAM CO-OP 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 SAM CO-OP under said contract.

MANDATORY USE OF FORMS

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 SAM CO-OP reserves the right to decide on a case-by-case basis, in its sole discretion, whether to reject such a bid as non-responsive. As a precondition to its acceptance, the SAM CO-OP may, in its sole discretion, request that the bidder withdraw or modify non-responsive 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.

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.

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 45 days will be regarded as requiring payment 45 days after invoice or delivery, whichever occurs last. This shall not affect offers of discounts for payment in less than 45 days, however.

(c) All goods or services provided under this contract or purchase order, which 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 the date of offset 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 researched and challenged and that portion of the invoice held in abeyance until a settlement can be reached. Upon determining that invoice charges are not reasonable, the SAM CO-OP shall promptly notify the contractor, in writing, to those charges which it considers unreasonable and the basis for the determination. A contractor may not institute legal action unless a settlement cannot be reached within forty-five (45) days of notification. 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.

2. To Subcontractors:

A. A contractor awarded a contract under this solicitation is hereby obligated:

1) To pay the subcontractor(s) within seven (7) days of the contractor’s receipt of payment from the SAM CO-OP 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 SAM CO-OP, 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 SAM CO-OP.

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 SAM CO-OP encourages contractors and subcontractors to accept electronic and credit card payments.

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 FORMS, CLARIFICATION OF TERMS, BUY AMERICAN PROVISION & 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 the solicitation, the Special Terms and Conditions shall apply.

QUALIFICATIONS OF BIDDERS

The SAM CO-OP 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 SAM CO-OP all such information and data for this purpose as may be requested. The SAM CO-OP reserves the right to inspect bidder’s physical facilities prior to award to satisfy questions regarding the bidder’s capabilities. The SAM CO-OP further reserves the right to reject any proposal if the evidence submitted by, or investigations of, such bidder fails to satisfy the SAM CO-OP 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.

Potential bidders must meet the following criteria:

· Be able to provide a quality product as specified.

· Offer reasonable pricing.

· Provide dependable delivery of items ordered.

· Meet specifications and bid conditions

· Demonstrate successful past performance

A potential bidder may be rejected for one or more of the following reasons:

· Inadequate or unacceptable product lines

· Inadequate facilities with respect to excess capacities, capable of accommodating surges in volume

· Inadequate truck fleets to handle predicted volume of goods.

· Inadequate sanitation

· Documented unacceptable product.

· Failing to send required Nutrition Facts label, CN label or Product Formulation Statement, and ingredient statement for all items bid

TESTING AND INSPECTIONS

The SAM CO-OP reserves the right to conduct any test/inspection it may deem advisable to assure goods and services conform to the specifications.

ASSIGNMENT OF CONTRACT

A contract shall not be assignable by the contractor in whole or in part without the written consent of the SAM CO-OP.

CHANGES TO THE CONTRACT

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 provision 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.

CONTRACT TERMINATION FOR CONVENIENCE

The SAM Co-Op reserves the right to terminate any contract at any time, for any reason, by giving 30 days’ notice in writing to the contractor. If the contract is terminated for convenience by the SFA, the contractor will be paid for all items received and for any work completed as of the date of termination. In this case, contract termination does not arise from any fault on the part of the vendor.

CONTRACT TERMINATION FOR CAUSE

Where the SFA has determined that the contractor is in default, the SFA reserves the right to purchase any and all products or services covered by the contract on the open market and to charge the contractor with the cost in excess of the contract price. Until such assessed charges have been paid, no subsequent Bid from the defaulting contractor will be considered. The SFA reserves the right to terminate any contract at any time, for any reason, by providing the contractor with Number of days day written notice.

Termination of a contract for cause includes but is not limited to the following:

1. Failure to deliver within the time specified in the contract.

2. Failure to meet quantity requirements.

3. Failure of the product or service to meet specifications, conform to sample quality or to be delivered in good condition.

4. Misrepresentation by the contractor, administratively, contractually, or any other misrepresentation

5. Fraud, collusion, conspiracy, or other unlawful means of obtaining any contract with the SFA

6. Conflict of contract provisions with constitutional or statutory provisions of state or federal law

7. Any other breach of contract

DEFAULT

In case of failure to deliver goods or services in accordance with the contract terms and conditions, the SAM CO-OP, after due oral or written notice, may procure them from other sources and hold the contractor responsible for any resulting additional purchase and administrative costs. This remedy shall be in addition to any other remedies which the SAM CO-OP may have.

TAXES

Sales to the SAM CO-OP Group 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.

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.

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 SAM CO-OP, 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 for clearly and specifically identify the product being offered and providing sufficient descriptive literature, catalog cuts and technical detail to enable the Board 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.

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.

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 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 REQUIRED FOR MOST CONTRACTS:

(a) Workers Compensation – Statutory requirements and benefits; must provide a Certificate of Insurance showing proof of coverage. Coverage is compulsory for employees of three or more employees, to include the employer. Contractors who fail to notify the SAM CO-OP 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.

(b) Employers Liability - $100,000.

(c) Commercial General Liability - $1,000,000 per occurrence and $2,000,000 in aggregate.

(d) Commercial General Liability is to include bodily injury and property damage, personal injury and advertising injury, products and completed operations coverage. The SAM CO-OP must be named as an additional insured and so endorsed on contractor’s policy. The contractor shall be totally responsible for damage to the premises including crane and truck operations on sidewalks, pavement and/or grass.

(e) Automobile Liability - $1,000,000 combined single limit. (Required only if a motor vehicle not owned by the SAM CO-OP 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.)

*Limits increase each July 1 through fiscal year 2031 per Code of Virginia § 8.01-581.15.

DRUG-FREE WORKPLACE

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 from engaging in the unlawful manufacture, sale, distribution, dispensation, possession or use of any controlled substance or marijuana during the performance of the contract. 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.

NONDISCRIMINATION OF CONTRACTORS

A bidder, or contractor shall not be discriminated against in the solicitation or award of the contract because of race, religion, color, sex, national origin, age, disability, faith-based organizational status, any other basis prohibited by state law relating to discrimination in employment or because the 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 SAM CO-OP shall offer the individual, within a reasonable period of time after the date of this objection, access to equivalent goods, services, or disbursements from an alternative provider. It is the policy of the SAM CO-OP to contribute to the establishment, preservation, and strengthening of small businesses owned by women and minorities and to encourage their participation in State procurement activities. The SAM CO-OP encourages contractors to provide for the participation of small businesses and businesses owned by women and minorities though partnerships, joint ventures, subcontractors, or other contractual opportunities.

CONTRACTOR’S EMPLOYEES

The contractor certifies that neither he nor his employees, having direct contact with students, has ever been convicted of a felony or any offense involving the sexual molestation or physical or sexual abuse or rape of a child and that neither has been convicted of a crime of moral turpitude. Upon submitting a bid, the contractor must provide certification of this statement. The contractor shall not send any employee or agent who is a registered sex offender to any school building or school property. Monthly, the contractor shall check the registry to determine if the employee is registered. (APPENDIX F)

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 shall be deemed micro businesses or small businesses if and only if they are certified as such by DSBSD on the due date for receipt of bids/proposals.

STANDARDS FOR VENDOR OVERSIGHT AND DUPLICATIVE ITEMS

The SAM CO-OP will maintain oversight to ensure that contractors perform in accordance with the terms, conditions, and specifications of their contracts or purchase orders 2 CFR 200.318(b). The Sponsor will avoid the purchase of unnecessary or duplicative items, in accordance with 2 CFR 200.318(d).

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 business entity if the business entity fails to remain in compliance with the provisions of this section.

STATE CORPORATION COMMISSION IDENTIFICATION NUMBER

Pursuant to Code of Virginia, §2.2-4311.2 subsection B, a bidder organized or authorized to transact business in the Commonwealth pursuant to Title 13.1 or Title 50, is required to include in its bid the identification number issued to it by the State Corporation Commission (SCC). Any bidder that is not required to be authorized to transact business in the Commonwealth as a foreign business entity under Title 13.1 or Title 50 or as otherwise required by law is required to include in its bid a statement describing why the bidder is not required to be so authorized. Indicate the above information on the SCC Form provided. Contractor agrees that the process by which compliance with Titles 13.1 and 50 is checked during the solicitation stage (including without limitation the SCC Form provided) is streamlined and not definitive, and the Commonwealth’s use and acceptance of such form, or its acceptance of Contractor’s statement describing why the bidder was not legally required to be authorized to transact business in the Commonwealth, shall not be conclusive of the issue and shall not be relied upon by the Contractor as demonstrating compliance. (APPENDIX E)

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, "SAM CO-OP 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 CO-OP workplace if the Contract Worker reasonably should know that the phone number, email, or other method of communication is associated with a CO-OP workplace or is associated with a person who is a CO-OP employee.

The SAM CO-OP may require, at its sole discretion, the removal and replacement of any Contract Worker who the CO-OP 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 SAM CO-OP and not by employees or other third parties.

JOINT AND COOPERATIVE PURCHASING

Code of Virginia §2.2-4304 authorizes public bodies to enter into joint and cooperative procurement arrangements with other public bodies to purchase goods or non-professional services. Bidders are advised that the resultant contract may be extended, with the authorization of the Bidder, to other public bodies, or public agencies or institutions of the United States to permit their use of the contract at the same prices and/or discounts and terms of the resulting contract. If any other public body decides to use the final contract, the Contractor(s) must deal directly with that public body concerning the placement of orders, issuance of purchase orders, contractual disputes, invoicing and payment. The SAM CO-OP acts only as the “Contracting Agent” for these public bodies. It is the Contractors responsibility to notify the public body(s) of the availability of the contract(s). Other public bodies desiring to use this contract will need to make their own legal determinations as to whether the use of this contract with their laws, regulations and other policies. Each public body has the option of executing a separate contract with the Contractor(s). Public bodies may add terms and conditions required by statute, ordinances, and regulations to the extent that they do not conflict with the contract’s terms and conditions. If, when preparing such a contract, the general terms and conditions of a public body are unacceptable to the Contractor, the Contractor may withdraw its extension of the award to that public body.