RFP # 127020

COMMONWEALTH of VIRGINIA

Department of Behavioral Health and Developmental Services

PIEDMONT GERIATRIC HOSPITAL

5001 E. Patrick Henry Highway P. O .Box 427 Burkeville, Virginia 23922-0427

(804) 766-3392

FAX: (434) 767-2346

Emma L. Lowry, Psy.D.

FACILITY DIRECTOR/CEO

Issue Date: August 24,2026 RFP# ___ 127020______

Sealed Proposals Will Be Received Until 3:00 P.M. on September 16, 2026 for furnishing the services described herein and then opened in public.

Submit Comments Questions Interested parties may submit written comments or questions on any aspect of this RFP up to August 31, 2026 at 3:00 PM (local time). Please submit your comments and questions to Lorrie Shaffer by email: lorrie.shaffer@dbhds.virginia.gov These questions/answers will be as an Addendum to the solicitation on VBO no later than on September 1, 2026 at 3:00 P.M. (local time)

IF PROPOSALS ARE MAILED, SEND DIRECTLY TO ISSUING AGENCY SHOWN ABOVE. IF PROPOSALS ARE HAND DELIVERED, DELIVER TO:5001 Patrick Henry Highway, Burkeville, VA 23922 Building 29 In compliance with this Request For Proposals (RFP) and all conditions imposed in this RFP, the undersigned firm hereby offers and agrees to furnish all goods and services required by this RFP at the prices indicated in the pricing schedule, and the undersigned firm hereby certifies that all information provided below and in any schedule attached hereto is true, correct, and complete.

Signature:

Printed Name:

Title:

Phone:

Fax:

State Corporation Commission (SCC) Number² :

Are You A Registered eVA Procurement Vendor? |_| Yes |_| No Date Completed:

Are You A Certified Small, Woman, or Minority Vendor? |_| Yes |_| No Certification No.:

Do you accept Credit Cards (i.e. VISA) as a form of payment? |_| Yes |_| No

Note: This public body does not discriminate against faith-based organizations in accordance with the Code of Virginia, § 2.2-4343.1 or against a bidder or offeror because of race, religion, color, sex, national origin, age, disability, sexual orientation, gender identity, political affiliation, veteran status, status as a military family, or any other basis prohibited by state law relating to discrimination in employment. Faith-based organizations may request that the issuing agency not include subparagraph 1.f in General Terms and Condition C. Such a request shall be in writing and explain why an exception should be made in that invitation to bid or request for proposal.

TABLE OF CONTENTS

PAGE

I. PURPOSE 3

II. BACKGROUND 3

III. STATEMENT OF NEEDS 3

V. PROPOSAL PREPARATION AND SUBMISSION INSTRUCTIONS 7

VI. EVALUATION AND AWARD CRITERIA 9

VII. GENERAL TERMS AND CONDITIONS 10

VIII. SPECIAL TERMS AND CONDITIONS 19

IX. METHOD OF PAYMENT 25

X. PRICING SCHEDULE 26

XII. STATE CORPORATION COMMISSION FORM 27

XIII. EMAIL BACK QUESTION SHEET 28

IX. REFERENCE SHEET 29

X. SMALL BUSINESS SUBCONTRACTING PLAN 30

XI. BUSINESS ASSOCIATE AGREEMENT 32

I. PURPOSE

To solicit and contract with a qualified/licensed Optometrist to provide an on-site optometry clinic for approximately 12 patients (with option to see more on mutual agreement) per clinic, on a mutually agreed upon schedule between Contractor and Piedmont Geriatric Hospital. All services shall be performed on site at Piedmont Geriatric Hospital.

II. BACKGROUND

Piedmont Geriatric Hospital residents (approximately 123) are all 65 years or older with some form of mental illness; located also in Nottoway County at 5001 E. Patrick Henry Highway, Burkeville, VA 23922.

III. STATEMENT OF NEEDS

Piedmont Geriatric Hospital is seeking a qualified optometrist to provide general optometry to residents in accordance with the following requirements.

a. The Optometrist shall be licensed by the Commonwealth of Virginia to practice medicine and be Board Certified. Services should be in accordance with the Department of Health licensing standards, the Commonwealth of Virginia DBHDS licensing standard and the highest professional ethics and standards.

b. Optometrist shall be further credentialed/approved by Medicare/Medicaid as a participating provider.

c. Optometrist shall maintain and keep current licenses, certifications, and registration during the period of the contract and any subsequent renewals. This includes, but not limited to, competency requirements. The Optometrist shall provide current copies of such licenses, certifications, registrations, malpractice insurance certificate and accreditation (if applicable) to PGH.

d. The Contractor shall conduct appointments at PGH at a mutually agreed upon schedule. Anticipated needs are approximately twelve (12) patients per clinic. An optometrist will be available for occasional telephone consultation between visits at the Agency regarding problem cases. Frequency is subject to change as needs dictate and in accordance with the Department of Health Licensing Standards.

e. The Contractor shall provide prompt patient examination and treatment of optometric conditions; timeliness shall be determined by mutual agreement of the PGH and the Contractor. Pricing shall be based upon providing services at the facility in a scheduled clinic setting. Timely follow-up care shall be provided.

f. The Contractor shall provide a written consultation report of inpatient services on PGH Forms provided, Request/Report within 24 hours of completing consultation. All forms and reports shall be typed or computer generated.

g. Any prescriptions for corrective lenses or contacts shall be medically necessary.

h. Provider shall provide additional copies of prescriptions upon request to obtain replacement corrective lenses or contacts while the prescription is still valid.

i. PGH will provide staff to accompany individuals as required.

j. The Contractor shall insure that all services to be provided under the resulting contract are always available. If for any reason (vacation, illness, etc.), Contractor is not available to provide these services, it shall be the Contractor's responsibility to arrange coverage by another Optometry physician who shall meet the same qualifications as the contractor. If this situation occurs, the Contractor shall notify the PGH Contract immediately of this coverage, request advance approval and provide all necessary identification.

i. Timely arrival is essential to ensure proper equipment setup, patient flow, and compliance with clinical requirements. Late arrivals and no‑shows shall be documented and may result in performance deductions or corrective action.

ii. The expected start time of clinics shall be 9 a.m. for prescheduled clinic days. A change in the agreed upon start time must be agreed to in writing 24 hours between the contractor and the contract manager before the scheduled clinic regular start time.

iii. “Late Arrival” means the Contractor’s Optometrist or designated personnel fail to arrive at the designated service location by the scheduled start time, subject to a fifteen (15) minute grace period. Arrival after the grace period, but still within the scheduled service window, shall be recorded as a late arrival. Late arrivals are considered performance deficiencies under §2.2‑4301 of the Virginia Public Procurement Act.”

iv. “No‑Show” means the Contractor’s Optometrist or designated personnel fail to appear at the designated service location on the scheduled service date, or arrive so late that the scheduled optometry services cannot reasonably be completed. Failure to provide required advance notice of cancellation shall also constitute a no‑show. A no‑show is considered a material failure to perform under §2.2‑4309 of the Virginia Public Procurement Act.”

v. Two (2) late arrivals within any annual period may constitute a performance deficiency. The Agency may reduce payment for the affected service day by up to twenty‑five percent (25%), require a corrective action plan, or pursue additional remedies under this Agreement.

vi. Each no‑show may result in a fee reduction of up to one hundred percent (100%) of the scheduled service cost for that day. The Contractor shall also reimburse the Agency for any costs incurred due to the no‑show, including patient rescheduling, facility staffing impacts, or equipment staging costs. No‑shows shall not be allowed and may constitute grounds for termination for cause.

vii. The Contractor shall notify the Agency of any anticipated delay or inability to perform services no less than twenty‑four (24) hours in advance. Notification provided less than twenty‑four (24) hours prior to the scheduled service time shall be treated as a no‑show unless the Agency determines the circumstances to be an excusable delay.

k. The Contractor shall adhere to the standards set by The Joint Commission regarding quality assurance and participate in peer review and quality assurance activities.

l. The Contractor shall comply with all applicable privacy and security laws, as well as any other terms and conditions that the PGH might impose as they relate to the Agency's responsibilities under the Health Insurance Portability and Accountability Act (HIPAA) when exposed to or provided with PGH client data considered to be protected health information. The Contractor shall be expected, if applicable and if requested by PGH to execute a HIPAA Business Associate Contract/Agreement.

m. While performing the services indicated in the contract the Contractor shall abide by those rules and regulations promulgated by The Department of Human Resource Management (DHRM) and/or The Department breach of the standards of conduct may be considered cause for termination of the contract by the agency.

n. Contractor shall provide verification of liability coverage.

o. Contractor shall provide all portable optometry equipment and supplies for use at the facility to conduct contracted services.

p. Contractor shall provide additional visits to the facility in the event of an emergency.

q. The Contractor may access patients' medical records as necessary to perform duties, including but not limited to slit-lamp examinations, glaucoma testing, routine eye examinations, diabetic eye exams, and refractions.

r. Criminal Background Check:

i. The Contractor shall obtain from each prospective employee a signed statement permitting a criminal background check. The Contractor shall secure at its own expense a Virginia State Police and/or FBI background check and shall provide the Agency with completed checks on all employees prior to employee coming on-grounds to perform the service and any new employees prior to assignment at Agency.

ii. The Contractor may not assign an employee with a criminal record unless prior written approval is obtained from the Agency.

s. Information Technology:

i. The Contractor shall not connect any of its own equipment to the Agency`s LAN/WAN without prior written approval by the Agency.

t. Duties and Obligations of the Agency:

i. The Agency shall provide, upon request, written policies and procedures for Patient care. The Agency shall comply in all material respects with applicable federal, state and local laws and regulations governing the provision of services and to the operation of the Agency.

ii. The Agency shall correctly and completely fill in all information on the Contract Provider’s portal or requisition form for patient services prior to the provider’s arrival at the Agency. The Agency shall ensure the requisition is correct and signed by the authorized medical personnel who received the verbal/written order from the physician who is placing the order.

iii. In the event an order needs to be cancelled, the Agency will immediately notify the Provider via telephone of the cancellation.

iv. The Agency shall designate a Contract Manager to facilitate communications between Agency and Contractor. The Contractor Manager will be the point of contact for the Contractor/Provider regarding invoices, complaints, or contractual concerns during the contract term and will evaluate Contractor’s services quarterly. The Agency agrees to promptly notify the Contractor if the person acting as the Contract Manager changes.

v. Agency shall provide a Contract Manager/Service Coordinator to serve as a facilitator for communications between the Contractor/Provider and the Agency; who is responsible for the coordination of patient services and to properly identify the patient requiring requested services. Provider cannot provide services until proper identification and confirmation is made. The Agency Service Coordinator will assist in preparing and possibly positioning the patient for the examination and remain in the room during the exam. The Provider will not provide nursing care or prescribe/deliver medical treatment for Agency patients.

vi. Agency shall maintain individual Agency charts in accordance with state and federal law. The Agency shall make all entries to the individual Patient treatment records pertaining to the examination requested, including nurses notes regarding patient’s condition, physician’s order with medically necessary reason, and copy of the provider report. The Agency will notify ordering physician of the results.

vii. The Agency assumes responsibility for quality and timeliness of the arranged for service as mandated by the Medicare/Medicaid Act (42 CFR 483.7(h) (2).

u. Fees and Billing

i. Provider shall bill Agency for all other Services rendered to Patients that cover Provider as a participating provider of said portable optometry services. Provider shall bill its Fee Schedule charges for such said Services as listed within this agreement. Agency’s obligation to pay Provider’s invoices is not contingent upon Agency’s receipt of reimbursement from any payor for said Services.

ii. Billing: By the fifth (5th) business day of each month, Provider will submit invoices to the Agency for those services rendered during the previous calendar month. All invoices shall contain an itemized billing detail for each charge, including, but not limited to, the date Services were provided, the for whom such Services were provided, the CPT and HCPCS Code that appropriately reflects the Services provided.

iii. Medical Reviews: The parties agree to cooperate in response to any focused medical review regarding the payment or medical necessity of Services rendered hereunder.

IV. COMPLIANCE WITH HEALTH INSURANCE PORTABILITY AND ACCOUNTABILITY ACT OF 1996 (HIPAA):

In the course of carrying out contractual services, the Contractor and its employees will be in areas occupied by patients of Agency where they could possibly be subject to patient-related information either directly or indirectly. Any information regarding any patient must be held in strict confidence. By signature on this Agreement and the Business Associate Agreement (Attachment D), the contractor agrees to comply with all applicable provisions of the Health Insurance Portability and Accountability Act of 1996 (HIPAA) and, in the performance of this contract (agreement) will:

1. Not use or further disclose protected health information (PHI) other than as permitted or required by the terms of this contract or as required by law;

2. Use appropriate safeguards to prevent use or disclosure of PHI other than as permitted by the contract;

3. Report to the Agency any use or disclosure of PHI not provided for by this Contract (Agreement);

4. Mitigate, to the extent practicable, any harmful effect that is known to the contractor of a use or disclosure of PHI by the Contractor in violation of the requirements of this contract.

5. Impose the same requirements and restrictions on its subcontractors and agents;

6. Provide access, at the request of the Agency, and in the time and manner designated by the Agency, to PHI in a Designated Record Set, to the Agency or, as directed by the Agency, to an individual in order to meet HIPAA requirements.

7. Make available PHI for amendment and incorporate any amendments to PHI;

8. Document and provide to Agency information relating to disclosures of PHI as required for the Agency to respond to a request by an individual for an accounting of disclosures of PHI in accordance with the HIPAA Privacy Rule;

9. Make its internal practices, books, and records relating to use and disclosure of PHI available to the Secretary of the U.S. Department of Health and Human Services Secretary for the purposes of determining compliance with the HIPAA Privacy Rule;

At termination of the contract, if feasible, return or destroy all PHI received from, created or received by the Contractor on behalf of the Contracting Agency (Agency) that the business associate still maintains in any form and retain no copies of such information or, if such return or destruction is not feasible, extend the protections of the contract to the information and limit further uses and disclosures to those purposes that make the return or destruction of the information infeasible.

V. PROPOSAL PREPARATION AND SUBMISSION INSTRUCTIONS

Proposals should include the following information:

a. General Instructions

i. Offerors must submit proposals in accordance with all requirements of this RFP. Proposals that fail to provide required information or deviate from mandatory specifications may be deemed non responsive.

b. Proposal Format & Organization

i. Proposals must be organized in the following order and clearly labeled.

1. Cover Page

a. RFP number and title

b. Offeror’s legal name and address

c. Primary contact name, phone, and email

d. Signature of authorized representative

2. Table of Contents

3. Executive Summary

a. A concise overview describing:

b. Offeror’s understanding of the Commonwealth’s needs

c. Summary of proposed optometry services

d. Key differentiators and strengths

4. Offeror Qualifications & Experience

a. Company Background

b. Legal structure, years in business

c. Locations and service coverage areas

d. Organizational chart

e. Optometry Services Experience

f. Description of clinical capabilities

g. Experience delivering services in similar environments

h. Licensure and certification for all clinical staff

i. Provide resumes or bios for Optometrists

j. Administrative and scheduling personnel (if applicable)

k. Include licensure, certifications, and compliance with Virginia regulatory boards.

5. Optometry

a. Vision exams and screenings

b. Refraction and prescription services

c. Glaucoma screening

d. Mobile optometry equipment (if applicable)

e. Eyeglass ordering and fulfillment process

6. Equipment & Supplies

a. Provide detailed descriptions of:

b. Optometry equipment (phoropters, slit lamps, autorefractors)

c. Onsite clinic specifications (if applicable)

7. Quality Assurance & Compliance

a. HIPAA compliance

b. OSHA and CDC infection control standards

c. ADA accessibility

d. VPPA and Commonwealth contract compliance

e. Performance monitoring and reporting

8. Cost Proposal

a. Completed pricing schedule. If unable to provide all services please indicate what items will not be included and provide a schedule of pricing for those items/services

b. Any additional or optional charges *All pricing must be itemized, transparent, and all inclusive.

9. Required Forms & Attachments

a. SCC registration form

b. Completed Attachment, Small Business Subcontracting Plan, stating whether the Provider is a Department of Small Business and Supplier Diversity (DSBSD) certified small, woman-owned and/or minority-owned business. (SWaM) see www.sbsd.virginia.gov for SWaM definitions and certification instructions.

c. Addenda acknowledgements (if applicable)

d. Insurance certificates (professional liability, general liability, workers’ comp)

e. HIPAA compliance statement

f. Licensure documentation for all clinical staff

g. A listing of at least three (3) current or recent accounts, either governmental or commercial for which the Provider has provided services similar in nature to those described in the Scope of Services. Include the length of service, the name, address, telephone number and point of contact.

h. Completed Attachment for Business Associate Agreement.

10. Exceptions to RFP

a. Offerors must clearly identify any exceptions to terms, conditions, or specifications. The Commonwealth may reject exceptions.

b. Confidentiality & Proprietary Information Offerors must clearly mark proprietary information in accordance with VPPA § 2.2 4342.

VI. EVALUATION AND AWARD CRITERIA

VII. GENERAL TERMS AND CONDITIONS

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

B. APPLICABLE LAWS AND COURTS: This solicitation and any resulting contract shall be governed in all respects by the laws of the Commonwealth of Virginia, without regard to its choice of law provisions, and any litigation with respect thereto shall be brought in the circuit courts of the Commonwealth. The agency and the contractor are encouraged to resolve any issues in controversy arising from the award of the contract or any contractual dispute using Alternative Dispute Resolution (ADR) procedures (Code of Virginia, § 2.2-4366). ADR procedures are described in Chapter 9 of the Vendors Manual. The contractor shall comply with all applicable federal, state and local laws, rules and regulations.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

G. MANDATORY USE OF STATE FORM AND TERMS AND CONDITIONS FOR RFPs Failure to submit a proposal on the official state form provided for that purpose may be a cause for rejection of the proposal. Modification of or additions to the General Terms and Conditions of the solicitation may be cause for rejection of the proposal; however, the Commonwealth reserves the right to decide, on a case by case basis, in its sole discretion, whether to reject such a proposal.

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

I. 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.

J. 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.

K. QUALIFICATIONS OF OFFERORS: The Commonwealth may make such reasonable investigations as deemed proper and necessary to determine the ability of the offeror to perform the services/furnish the goods and the offeror shall furnish to the Commonwealth all such information and data for this purpose as may be requested. The Commonwealth reserves the right to inspect offeror’s physical facilities prior to award to satisfy questions regarding the offeror’s capabilities. The Commonwealth further reserves the right to reject any proposal if the evidence submitted by, or investigations of, such offeror fails to satisfy the Commonwealth that such offeror is properly qualified to carry out the obligations of the contract and to provide the services and/or furnish the goods contemplated therein.

L. 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.

M. ASSIGNMENT OF CONTRACT: A contract shall not be assignable by the contractor in whole or in part without the written consent of the Commonwealth.

N. 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.

O. 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.

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

MINIMUM INSURANCE COVERAGES AND LIMITS:

1. Workers’ Compensation - Statutory requirements and benefits. Coverage is compulsory for employers of three or more employees, to include the employer. Contractors who fail to notify the Commonwealth of increases in the number of employees that change their workers’ compensation requirements under the Code of Virginia during the course of the contract shall be in noncompliance with the contract.

2. Employer’s Liability - $100,000.

3. Commercial General Liability - $1,000,000 per occurrence and $2,000,000 in the aggregate. Commercial General Liability is to include bodily injury and property damage, personal injury and advertising injury, products and completed operations coverage. The Commonwealth of Virginia shall be added as an additional insured to the policy by an endorsement.

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

Abatement Contractors Health Care Practitioner (to include Dentists, Licensed Dental Hygienists, Optometrists, Registered or Licensed Practical Nurses, Pharmacists, Physicians, Podiatrists, Chiropractors, Physical Therapists, Physical Therapist Assistants, Clinical Psychologists, Clinical Social Workers, Professional Counselors, Hospitals, or Health Maintenance Organizations.) Code of Virginia § 8.01-581.15 https://law.lis.virginia.gov/vacode/title8.01/chapter21.1/section8.01-581.15/

Q. 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.

R. 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.

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

T. eVA BUSINESS-TO-GOVERNMENT VENDOR REGISTRATION, CONTRACTS, AND ORDERS: The eVA Internet electronic procurement solution, web site portal eva.virginia.gov, streamlines and automates government purchasing activities in the Commonwealth. The eVA portal is the gateway for vendors to conduct business with state agencies and public bodies. All vendors desiring to provide goods and/or services to the Commonwealth shall participate in the eVA Internet e-procurement solution by completing the free eVA Vendor Registration. All bidders or offerors must register in eVA and pay the Vendor Transaction Fees specified below; failure to register will result in the proposal being rejected.

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

a. For orders issued July 1, 2014, and after, the Vendor Transaction Fee is:

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

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

b. Refer to Special Term and Condition “eVA Orders and Contracts” to identify the number of purchase orders that will be issued as a result of this solicitation/contract with the eVA transaction fee specified above assessed for each order.

For orders issued prior to July 1, 2014, the vendor transaction fees can be found at 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.

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

V. BID PRICE CURRENCY: Unless stated otherwise in the solicitation, bidders shall state bid prices in US dollars.

W. 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.

X. 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.

Y. 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 services.

Z. FORCED OR INDENTURED CHILD LABOR: 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 that 18 years of age under the menace of any penalty for the nonperformance of…