COMMONWEALTH of VIRGINIA

Virginia Department of Fire Programs 1005 Technology Park Drive

GLEN ALLEN, VIRGINIA 23059

REQUEST FOR PROPOSALS (RFP) #128711

Refurbishment and Modernization of ARFF 1997 Unit Commodity Codes: 03516,90515

Issue Date: Friday September 18, 2026, Due Date/Time: Monday October 19, 2026, 4:00pm EST Contract Officer: Kamisha Jackson • Email Address: Kamisha.Jackson@vdfp.virginia.gov

USING AGENCY AND/OR LOCATION WHERE WORK WILL BE PERFORMED: Virginia Department of Fire Programs Public Safety 7003 Broad Neck Road Hanover, Virginia 23060

PERIOD OF CONTRACT: One-time Purchase

PROPOSAL SUBMISSION: All proposals must be received by the date and time shown for this solicitation via the means listed below. Any proposal received after the stated time and date will be marked late and retained unopened in the file.

All submissions must be received electronically in eVA. Please reference Section IV. Proposal Preparation and Submission Instructions.

If an Offeror needs assistance submitting an electronic response, the Offeror must contact eVA Customer Care at 1-866-289-7367 or email eVACustomerCare@dgs.virginia.gov prior to the closing date and time

INQUIRIES FOR INFORMATION: Questions regarding the solicitation must be submitted in writing via email only to kamisha.jackson@vdfp.virginia.gov no later than Tuesday, September,30 2026 4:00pm EST.

Offeror shall identify the email by noting the solicitation number “RFP 128711 ” in the subject line. Responses to clarifications may be posted in eVA’s Virginia Business Opportunities (VBO). The identity of Offeror will not be published with the response.

Formal changes to the solicitation, including but not limited to, contractual terms and procurement requirements, will only be changed by formal written addendum to the solicitation.

OPTIONAL PRE-PROPOSAL CONFERENCE: An optional in-person pre-proposal conference will be held on Tuesday, October 6, 2026, at 10:00 AM EST at Virginia Department of Fire Programs 1005 Technology Park Drive, Glen Allen, VA 23059. Refer to Section VII. Pre-proposal Conference.

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

Name of Firm:

Street: Street: City/State:

Zip Code:

Printed Name: Title: Date: Phone Number:

Email Address:

NOTE: This public body does not discriminate against faith-based organizations in accordance with the Code of Virginia, § 2.2-4343.1 or against an 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 request for proposal.

PAGES 1 AND 2 SHALL BE COMPLETED AND INCLUDED WITH THE PROPOSAL SUBMISSION ALONG WITH OTHER STATED REQUIREMENTS.

TABLE OF CONTENTS

ATTACHMENT B: SMALL BUSINESS SUBCONTRACTING PLAN 26

ATTACHMENT C: STATE CORPORATION COMMISSION FORM 28

ATTACHMENT D: PROPRIETARY / CONFIDENTIAL INFORMATION IDENTIFICATION 29

ATTACHMENT E: CERTIFICATION OF COMPLIANCE WITH PROHIBITION OF POLITICAL CONTRIBUTION AND GIFTS DURING THE PROCUREMENT PROCESS 30

ATTACHMENT F: PRCING SCHEDULE 31

I. PURPOSE:

The purpose of this Request for Proposal (RFP) is to solicit sealed proposals to establish a contract through competitive negotiation to perform the refurbishment, modernization, upgrade, and associated engineering and fabrication work on one (1) Aircraft Rescue Firefighting (ARFF) training unit for the Virginia Department of Fire Programs (VDFP).

II. BACKGROUND:

The Virginia Department of Fire Programs currently operates two (2) Aircraft Rescue and Firefighting (ARFF) training units, one built in 1997, known as ARFF 1, and the other built in 2008, known as ARFF 2, each built in different eras and equipped with distinct technologies. Because of their differing configurations, system capabilities, and levels of automation, trainees may have different learning experiences depending on which unit they use.

The ARFF 1 relies on legacy control systems and manual operational components, while the newer unit incorporates updated safety features, modern ignition and control technologies, improved fuel delivery systems, and enhanced training scenario flexibility. These disparities affect how instructors run simulations, the consistency of training conditions, and the types of firefighting techniques that can be practiced.

Standardizing the ARFF 1 whether through upgrades, harmonized operating procedures would ensure consistent ARFF training statewide. This would strengthen curriculum alignment, reduce instructor variability, simplify maintenance and support, and help ensure all personnel receive uniform, high-quality training regardless of the location or unit used.

III. STATEMENT OF NEEDS:

The Virginia Department of Fire Programs requires modernization of ARFF 1 to ensure delivery of consistent, safe, and compliant Aircraft Rescue and Firefighting (ARFF) training across the Commonwealth. Upgrading ARFF 1 is essential to align with modern ARFF training technologies, enhanced operational and safety systems, and ensure both statewide ARFF Units operate at a uniform standard. This investment will strengthen training quality, improve instructional efficiency, and support the Department’s mission to prepare firefighters with the skills necessary to respond effectively to aircraft emergencies throughout the Commonwealth.

A. The Contractor shall:

1. Provide all labor, materials, engineering, fabrication, installation technology upgrades, testing, transportation support, and training required to fully refurbish ARFF 1 and the fuel spill system.

2. There are two (2) complete units, one built in 1997 known as ARFF 1 and a second unit built in 2008 known as ARFF 2. Only ARFF 1 is included in this refurbishment scope. ARFF 2 is only referenced for context.

3. ARFF 1 SAFT Requirements:

a. Replace or refurbish the current passenger seat fire equipment.

b. Replace or refurbish current baggage compartments. Add additional overhead baggage compartments with one (1) fixed door and two (2) functional doors to both sides of the cabin above the seats.

c. Add an adequate roll over type fire to the baggage compartment on the right side of the fuselage.

d. Add a hot spot to the baggage compartment for FLIR/TIC operations.

e. Add a cabin access door (R1) to the right front side of the fuselage across from L1.

f. Relocate the unused L2 door to the R1 position and seal the L2 opening.

g. Add a simulated galley on forward bulkhead aft of R1 door with hotspot.

h. Add a lavatory on the left side in place of the L2 door.

i. Provide fire and smoke capability.

j. Refurbish/replace flight data recorder, cockpit voice recorder, oxygen cylinder, and fire bottle simulators.

k. Upgrade cockpit with modern panels, commercial seats with 5-point harnesses, updated yokes, and hotspots.

l. Install reactionary controls with light feedback.

m. Install emergency slide boxes on L1 and R1.

n. Refurbish or replace the engine and fire equipment with 3D fire capability.

o. Mount engine above L2 door on hinge/tilt plate.

p. Refurbish or replace left stub wing. Support for three (3) firefighters and DOT compliance required.

q. Install over-the-wing emergency access on the right side with optional hinge.

r. Redesign cabin ventilation system.

s. Install new right stub wing.

t. Replace or refurbish battery box with hotspot and external power connector.

u. Install APU simulator in tail with fire simulation.

v. Refurbish or replace vertical rudder ((≤ 13’6” height).

w. Refurbish or replace main landing gear with brake fire, noise cannon, and smoke.

x. Install nose gear simulator.

y. Install full crash sound simulation system.

z. Install smoke generation system for all training compartments.

aa. Remove R2 platform and install new access stairs.

ab. Refurbish SAFT trailer (landing gear, air lines, LED lighting, brakes, and fifth wheel).

ac. Install Crossfire tire pressure systems.

ad. Repaint SAFT exterior with Virginia Department of Fire Programs branding.

ae. Install LP gas connection point; optional tank storage and manifold.

af. Install generator.

ag. Install waterproof exterior lights for night training.

4. Must meet Fuel Spill System requirements:

a. Operate as stand-alone

b. Provide 1600-gallon LP tank (reuse existing if applicable; optional replacement)

c. Replace pumps, hoses, connectors, reels

d. Control via podium; wireless pendant optional

e. Replace rigid fuel lines with flex lines

f. Refurbish or replace spill pans; remove wire mesh if stable

g. Remove thermocouples

h. Replace pan fittings

i. Allow independent or grouped pan operation

j. Provide new low-profile trailer up to 53”. Must meet DOT width limits

k. Install Crossfire systems on trailer

5. Provide an 8-hour Operation & Maintenance training course for up to ten (10) people.

6. Provide electronic operation maintenance manuals.

7. Provide phone support for the life of the ARFF.

IV. PROPOSAL PREPARATION AND SUBMISSION INSTRUCTIONS:

A. GENERAL INSTRUCTIONS:

1. OFFEROR SUBMISSION REQUIREMENTS:

Proposals will be received until the closing date and time specified in the solicitation. It is the Offeror’s responsibility to ensure that proposals are received timely. The Offeror shall make no other distribution of the proposal. Proposals submitted elsewhere, including to other state or federal agencies, will not be accepted.

Offerors are solely responsible for reviewing, complying, and returning a complete and responsive proposal. Changes to the solicitation’s forms or formats are prohibited except where clearly instructed and permitted. In order to be considered for selection, Offerors should submit a complete response to this RFP.

Offerors must be registered in eVA in order to submit an electronic proposal. The following are instructions for submitting an electronic proposal.

1. Go to www.eva.virginia.gov;

2. Click on “I Sell To Virginia”;

3. Click on “eVA Vendor Training”; and

4. Click on “Viewing and Responding to Solicitations video”.

If an Offeror needs assistance submitting an electronic response, the Offeror must contact eVA Customer Care at 866-289-7367 or email eVACustomerCare@dgs.virginia.gov prior to the closing date and time.

Prior to the due date, Offerors should:

· Check the status of the solicitation on eVA at www.eva.virginia.gov by clicking on Business Opportunities and then click on Virginia Business Opportunities (VBO) for any updates, changes, amendments, cancellations, etc.; and

· Complete all attachments, amendments, exhibits, product information, etc. and attach electronically to the Offeror’s electronic submission.

2. PROPOSAL PREPARATION:

a. Proposals shall be signed by an authorized representative of the offeror. All information requested should be submitted. Failure to submit all information requested may result in the purchasing agency requiring prompt submission of missing information and/or giving a lowered evaluation of the proposal. Proposals which are substantially incomplete or lack key information may be rejected by the purchasing agency. Mandatory requirements are those required by law or regulation or are such that they cannot be waived and are not subject to negotiation.

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

c. Proposals should be organized in the order in which the requirements are presented in the RFP. All pages of the proposal should be numbered. Each paragraph in the proposal should reference the paragraph number of the corresponding section of the RFP. It is also helpful to cite the paragraph number, subletter, and repeat the text of the requirement as it appears in the RFP. If a response covers more than one page, the paragraph number and subletter should be repeated at the top of the next page. The proposal should contain a table of contents which cross-references the RFP requirements. Information which the offeror desires to present that does not fall within any of the requirements of the RFP should be inserted at an appropriate place or be attached at the end of the proposal and designated as additional material. Proposals that are not organized in this manner risk elimination from consideration if the evaluators are unable to find where the RFP requirements are specifically addressed.

d. As used in this RFP, the terms "must", "shall", "should" and “may” identify the criticality of requirements. "Must" and "shall" identify requirements whose absence will have a major negative impact on the suitability of the proposed solution. Items labeled as "should" or “may” are highly desirable, although their absence will not have a large impact and would be useful, but are not necessary. Depending on the overall response to the RFP, some individual "must" and "shall" items may not be fully satisfied, but it is the intent to satisfy most, if not all, "must" and "shall" requirements. The inability of an Offeror to satisfy a "must" or "shall" requirement does not automatically remove that Offeror from consideration; however, it may seriously affect the overall rating of the Offerors’ proposal.

e. Ownership of all data, materials, and documentation originated and prepared for the State pursuant to the RFP shall belong exclusively to the State and be subject to public inspection in accordance with the Virginia Freedom of Information Act. Trade secrets or proprietary information submitted by an offeror shall not be subject to public disclosure under the Virginia Freedom of Information Act; however, the offeror must invoke the protections of § 2.2-4342F of the Code of Virginia, in writing, either before or at the time the data or other material is submitted. The written notice must specifically identify the data or materials to be protected and state the reasons why protection is necessary (see Attachment C). The proprietary or trade secret material submitted must be identified by some distinct method such as highlighting or underlining and must indicate only the specific words, figures, or paragraphs that constitute trade secret or proprietary information. The classification of an entire proposal document, line item prices, and/or total proposal prices as proprietary or trade secrets is not acceptable and will result in rejection of the proposal. If, after being given reasonable time the offeror refuses to withdraw an entire classification designation, the proposal will be rejected.

3. ORAL PRESENTATION: Offerors who submit a proposal in response to this RFP may be required to give an oral presentation of their proposal to the agency. This provides an opportunity for the offeror to clarify or elaborate on the proposal. This is a fact finding and explanation session only and does not include negotiation. The issuing agency will schedule the time and location of these presentations. Oral presentations are an option of the purchasing agency and may or may not be conducted.

B. SPECIFIC PROPOSAL INSTRUCTIONS:

Proposals should be as thorough and detailed as possible so that VDFP may properly evaluate your capabilities to perform the services specified in this solicitation. Offerors are required to submit the following items as complete proposal:

1. A written narrative statement to include:

a. Proposed Refurbishment of ARFF1/Fuel Spillage.

2. Methodology and Approach: Offeror shall describe its approach to delivering the proposed Refurbishment and Modernization of ARFF 1.

a. Process for preparing the ARFF 1 for delivery and acceptance.

b. Coordination with VDFP for inspection and acceptance.

c. Timeline for delivery following the contract award.

3. Experience and Qualifications: A written narrative of your firm’s experience and qualifications in providing similar services indicated in the Statement of Needs, to include:

a. Describe your firm’s experience providing refurbishment and modernization of ARFF.

b. Description of recent comparable transactions

4. Proposed Price: See Attachment F

5. Small Business Subcontracting Plan: Offeror shall summarize the planned utilization of DSBSD-certified small businesses under the contract to be awarded as a result of this solicitation.

6. REQUIRED FORMS:

a. Complete and return the RFP Cover Sheet and all addenda acknowledgements, if any.

b. Complete and return Attachment A - Offeror Information

c. Complete and return Attachment B - Small Business Subcontracting Plan

d. Complete and return Attachment C - State Corporation Commission Form

e. Complete and return Attachment D - Proprietary/ Confidential Information Identification Form

f. Complete and return Attachment E - Certification of Compliance With Prohibition of Political Contributions and Gifts During the Procurement Process.

g. Complete and return Attachment F- Pricing Schedule

V. EVALUATION AND AWARD CRITERIA:

A. EVALUATION CRITERIA: Proposals shall be evaluated by the VDFP using the following criteria:

Proposed Refurbishment of ARFF/ Fuel Spillage

30%

B. AWARD OF CONTRACT:

Selection shall be made of two or more offerors deemed to be fully qualified and best suited among those submitting proposals on the basis of the evaluation factors included in the Request for Proposals, including price, if so stated in the Request for Proposals. Negotiations shall be conducted with the offerors so selected. The offeror shall state any exception to any contractual terms or conditions, including any liability provisions contained in the Request for Proposal in writing at the time of responding to such Request for Proposal if so requested by the Commonwealth. Such exceptions shall be considered during negotiation but shall not be used as a basis for scoring or evaluating which offerors are selected for negotiations. Price shall be considered, but need not be the sole determining factor. After negotiations have been conducted with each offeror so selected, the agency shall select the offeror which, in its opinion, has made the best proposal, and shall award the contract to that offeror. The Commonwealth may cancel this Request for Proposals or reject proposals at any time prior to an award, and is not required to furnish a statement of the reasons why a particular proposal was not deemed to be the most advantageous (Code of Virginia, § 2.2-4359D). Should the Commonwealth determine in writing and in its sole discretion that only one offeror is fully qualified, or that one offeror is clearly more highly qualified than the others under consideration, a contract may be negotiated and awarded to that offeror. The award document will be a contract incorporating by reference all the requirements, terms and conditions of the solicitation and the contractor’s proposal as negotiated.

VI. REPORTING AND DELIVERY INSTRUCTIONS:

A. The Contractor shall provide a weekly progress report to VDFP Special Operations Chief outlining the following:

1. The specific accomplishments achieved during the reporting period.

2. The specific tasks completed pursuant to the provisions of the contract and the completion dates of such tasks.

3. The projected completion dates for the remaining specific tasks required by the contract.

B. Within thirty (30) calendar days after the award of the contract, the Contractor shall furnish a preliminary timeline of the ARFF 1 Refurbishment and Modernization to the VDFP Special Operations Chief for approval.

1. The preliminary timeline shall delineate the major milestones/specific tasks of the project.

2. The agency shall have the right to suggest edits and/or modify the timeline. Both parties shall agree on the timeline before it is finalized.

C. The Contractor shall meet in person or virtually with VDFP Special Operations Chief as agreed upon by both parties. The meeting shall occur no additional costs to VDFP.

D. At the conclusion of the work, the Contractor shall demonstrate to the VDFP Special Operations Chief that the ARFF is fully operational and in compliance with contract specifications and codes. Any deficiencies shall be promptly and permanently corrected by the Contractor at the Contractor’s sole expense prior to final acceptance of the work.

E. The Contractor shall provide necessary preventive maintenance, required testing and inspection, calibration and/or other work necessary to maintain the equipment in complete operational condition during the warranty period.

F. Small Business Subcontracting Plan:

Each Prime Contractor who wins an award in which provision of a small business subcontracting plan is a condition of the award, shall deliver to the contracting agency or institution monthly reports substantiating compliance in accordance with the small business subcontracting plan. Offeror should see Special Terms and Conditions #5.

VII. PRE-PROPOSAL CONFERENCE:

An optional in-person pre-proposal conference will be held at 10:00 AM on Tuesday, October 6, 2026, at the Virginia Department of Fire Programs, 1005 Technology Park Drive, Glen Allen, VA 23059. NO ONE WILL BE ADMITTED after 10:10am. To register for this Prebid conference, please e-mail Purchasing@VDFP.Virginia.gov before 2:00PM on October 1, 2026, if you will be in attendance. The purpose of the conference is to allow potential Offerors an opportunity to present questions and obtain clarification relative to any facet of this solicitation. All attendees are required to present a valid government-issued photo identification upon entry, sign in at the front reception desk, and obtain a visitor badge that must be worn at all time while on the premises.

While attendance at this conference will not be a prerequisite to submitting a proposal, Offerors who intend to submit a proposal are encouraged to attend. Bring a copy of the solicitation with you. Any changes resulting from this conference will be issued in a written addendum to the solicitation.

VIII. 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 proposal, 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 faithbased 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.

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

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

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

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

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

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

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

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

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

IX.

A. 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.

B. 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.

C. 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.

D. 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.

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

F. 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.

G. 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.

H. TAXES: OMITTED.

I. USE OF BRAND NAMES: OMITTED.

J. TRANSPORTATION AND PACKAGING: OMITTED

K. INSURANCE: By signing and submitting a proposal under this solicitation, the 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 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.)

L. 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.

M. 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.

N. NONDISCRIMINATION OF CONTRACTORS: An 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 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.

O. 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 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.

P. 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.

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

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

S. 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.

T. 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.

U. CONTRACT EXTENSIONS: In the event that the original term and all renewals of the contract expire prior to award for the 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 Virginia a continuous supply of the identified goods and/or services.

V. FORCED OR INDENTURED CHILD LABOR: Applicable in all solicitations and contracts over $10,000:

During the performance of this contract the use of forced or indentured child labor is prohibited. Any Prime Contractor shall include such prohibition in every subcontract that exceeds $10,000 and shall be binding upon…