RFP-242-24-00030-AS-Final.pdf

COMMONWEALTH OF VIRGINIA

REQUEST FOR PROPOSALS

(Sealed Proposals)

RFP 242-24-00030-AS

PIZZA DELIVERY AND SPORTS CONCESSIONS

DUE: Thursday, April 18, 2024 at 2:00 p.m.

April Shuman, VCO, VCARM, VCA

Contracting Officer Phone: (757) 594-7466

Email: april.shuman@cnu.edu

COMMONWEALTH OF VIRGINIA

CHRISTOPHER NEWPORT UNIVERSITY

SEALED REQUEST FOR PROPOSAL (RFP)

Issue Date: Monday, March 18, 2024 RFP# 242-24-00030-AS

Title: Pizza Delivery and Sports Concessions

Commodity Code(s): 37554, 38557, 95844, 96138, 96115, 95230

Issuing Agency: Commonwealth of Virginia

Christopher Newport University 1 Avenue of the Arts

Newport News, VA 23606-3072 Using Agency And/Or Location Where Work Will Be Performed: Christopher Newport University, 1 Avenue of the Arts Newport News, VA 23606-3072

Initial Period of Contract: September 1, 2024 through August 31, 2025. Renewable for four (4), one (1) year renewal options.

Sealed Proposals Will Be Received Until 2:00 p.m. (EST), Thursday, April 18, 2024 For Furnishing The Goods/Services Described Herein.

All Inquiries for Information Should Be Directed to: April Shuman, VCA, VCARM, VCO; Phone: (757) 594-7466, Email:

april.shuman@cnu.edu. Inquiries must be received no later than noon Friday, March 29, 2024.

IF PROPOSALS ARE MAILED, SEND DIRECTLY TO ISSUING AGENCY SHOWN ABOVE, IF PROPOSALS ARE

HAND DELIVERED, DELIVER TO:

Christopher Newport University, Office of Procurement Services, 321 Hiden Boulevard, Suite 100, Newport News, Virginia 23606

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 in accordance with the attached signed proposal or as mutually agreed upon by subsequent negotiation, and the undersigned firm hereby certifies that all information provided below and in any schedule attached hereto is true, correct, and complete.

Name and Address of Firm:

Date:

By:

(Signature In Ink) Zip Code: Name:

eVA Vendor ID or DUNS #: (Please Print) Fax Number: Title:

E-mail Address: Telephone Number:

PRE-EPROPOSAL CONFERENCE: An optional pre-proposal conference will be held on Wednesday, March 27, 2024 at 1:00 p.m. at the following video conferencing/dial in number: meet.google.com/vwo-ajfp-zgw or (US) +1 413-489-4003 PIN:

141 907 532#

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, or veteran status 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.e 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.

mailto:april.shuman@cnu.edu file://files/files$/Departments/Purchasing/Solicitations/Solicitations/FY2024/242-24-00030%20Pizza%20Delivery%20and%20Sports%20Concessions/Drafts/meet.google.com/vwo-ajfp-zgw

TABLE OF CONTENTS

I. PURPOSE…………………………………………………………………..……………………….……..3

II. BACKGROUND………………………………………………………………………..………….……...3

III. STATEMENT OF NEEDS………………………………………………………………………...………3

IV. PROPOSAL PREPARATION AND SUBMISSION REQUIREMENTS…………………………..….…4

V. EVALUATION AND AWARD CRITERIA……………………………………………………..……

VI. GENERAL TERMS & CONDITIONS…………………………………………………………..…

VII. SPECIAL TERMS & CONDITIONS ………………………………………………………….……...…13

VIII. METHOD OF PAYMENT…………………………………...……………………………………….…..17

ATTACHMENTS:

Attachment A – PRICING SCHEDULE

Attachment B – CONFLICT OF INTEREST STATEMENT

Attachment C – VENDOR DATA SHEET

Attachment D – STATE CORPORATION COMMISSION FORM

Attachment E – SMALL BUSINESS SUBCONTRACTING PLAN

Attachment F – PROPRIETARY & CONFIDENTIAL INFORMATION FORM

Attachment G – CONTRACTOR BACKGROUND CERTIFICATION

Note: Attachments A-G must be submitted with proposal.

I. PURPOSE

The purpose of this Request for Proposals (RFP) is to solicit sealed proposals to establish a contract through competitive negotiations with one qualified, official and exclusive pizza sponsor to supply/serve pizza in conjunction with Christopher Newport University’s food services staff at all home football and basketball games, as well as other sporting events hosted by Christopher Newport University’s Department of Athletics. All other University Departments shall also have the option to utilize this contract at the agreed upon set rates. This RFP will be awarded for a twelve month period with four (4) successive one (1) year renewal options.

II. BACKGROUND

Christopher Newport University, an Agency of the Commonwealth of Virginia, is a small, selective public university offering more than 80 academic majors and programs at the undergraduate and graduate levels with a student population of approximately 5,000 students, and 700 faculty and staff. The Christopher Newport University Department of Athletics sponsors a comprehensive NCAA Division III intercollegiate athletics program with 24 varsity sports that compete in the Capital Athletic Conference. The University ranks fifth nationally in NCAA Division III Team Championships, and the school has produced more than 600 All Americans. The University hosts a multitude of intercollegiate sporting events on campus each academic year with a minimum of five (5) football and fifteen (15) basketball games. Each year Christopher Newport University hosts events in TowneBank Stadium (football, track & field) with an annual estimated attendance of 35,000 and events in the Freeman Center (basketball, volleyball, track & field) with an annual attendance of approximately 50,000.

For more information about Christopher Newport University, visit www.cnu.edu.

III. STATEMENT OF NEEDS

A. GENERAL:

Christopher Newport University seeks a corporate partner that will work with multiple areas of the university to provide pizza for internal use and retail sale at various university events. The successful offeror will work closely with the University’s concessions staff as well as athletics staff to ensure a high level of customer service and clear integration with Commonwealth of Virginia policies and procedures.

B. CHRISTOPHER NEWPORT UNIVERSITY SPECIFIC:

The University is looking for a committed partner (and sponsor) that will offer high quality one (1) topping extra-large pizza products for sale at Christopher Newport University sporting events annually from August through May each academic year, and three (3) toppings large pizza products for internal use by the athletics department. The pizza partner is the exclusive direct supplier of pizza purchased by the University concessions for resale. Specific marketing inventory associated with the pizza partner’s commitment to promoting their products at Christopher Newport University sporting events will be negotiated as a part of this RFP.

1. The Sponsor will provide a detailed plan to work with Christopher Newport’s concessions staff to provide pizza products for resale at various university events, including home sporting events.

a. The Sponsor will submit a plan that details a service plan for high-volume events including ordering, timely delivery and an invoicing/payment schedule for product purchased by Christopher Newport University

b. The Sponsor will submit a plan detailing how they plan to service the needs of the department of athletics when ordering pizza to meet their internal needs

c. The Sponsor will submit their total proposed marketing investment, a combination of cash and in-kind trade, which will compensate the university for the agreed-upon corporate sponsorship at athletic events.

Specific marketing inventory will be negotiated prior to awarding of the contract.

2. Standard Purchase Rate:

a. Christopher Newport University Athletics and university Food Services shall have the opportunity to purchase extra-large, one-topping pizzas and large, three-topping pizzas at a set rate.

http://www.cnu.edu/

b. The opportunity to use this contract is also available as an option for all University Departments per the Pizza Delivery pricing schedule.

C. VENDOR SPECIFIC:

Sponsorship Fee:

The successful bidder will have the first right of refusal to negotiate an official and exclusive pizza provider sponsorship agreement with the department of athletics. In the event that a mutually agreeable sponsorship cannot be negotiated between the offeror and the department of athletics to include cash and trade considerations, other vendors will be solicited to become the official and exclusive pizza provider.

IV. PROPOSAL PREPARATION AND SUBMISSION REQUIREMENTS

A. GENERAL INSTRUCTIONS:

1. RFP Response: In order to be considered for selection, Offerors must submit one (1) full hardcopy/paper proposal with original signatures response to this RFP. Additionally, Offeror must submit one (1) USB or flash-drive containing one (1) electronic file of the entire proposal and one (1) electronic file with all proprietary and trade secret material redacted, if any, (both in Microsoft-compatible searchable PDF format) to the issuing agency. The redacted version of the proposal must have all proprietary information deleted that has been marked as proprietary.

Section numbers which are redacted should be identified as follows: Example: Section 3, paragraph B: “Redacted.”

The redacted version of the proposal must be carefully edited, altered, and refined by the Offeror in order to protect and maintain complete confidentiality of protected information. Christopher Newport University will not accept responsibility for any public disclosure of proprietary information that is a result of improper redaction by the offeror. No other distribution of the proposal shall be made by the Offeror.

Attachment F, Proprietary and Confidential Information Form MUST be included with the proposal.

Proposals submitted via fax, email or other electronic means will not be accepted.

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, sub letter, 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 sub letter 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. Each copy of the proposal should be bound or contained in a single volume where practical. All documentation submitted with the proposal should be contained in that single volume.

f. 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. 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 or prequalification application, 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.

4. Questions and Addenda: Offerors shall carefully examine this RFP and any addenda. Offerors are responsible for seeking clarifications, in writing, of any ambiguity, conflict, omission, or other errors in this RFP. Questions should be addressed to the Buyer via email. If the answer materially affects the RFP, the information will be incorporated into an addendum and posted on www.eva.virginia.gov. This RFP and any Addenda shall be incorporated, by reference, into any resulting contract. Offeror is responsible for checking the eVA web site or contacting the Issuing Office within 48 hours prior to the proposal closing to secure any Addenda issued as part of this RFP.

a. The deadline for submitting questions under this RFP is 12:00PM EST, March 29, 2024. Oral comments and/or instructions do not form a part of this RFP. All questions MUST be in the form of an email to the contract officer listed on Cover Page.

b. All proposals are due 2:00PM EST, April 18, 2024. And must be delivered on time to the Contract Officer at the address indicated on the Cover Page of this solicitation. Reference clause Identification of Proposal Envelope on page 14 of this solicitation. Proposals submitted via fax, email or other electronic means will not be accepted.

B. SPECIFIC PROPOSAL REQUIREMENTS:

Proposals should be as thorough and detailed as possible so that Christopher Newport University may properly evaluate your capabilities to provide the required goods/services. Offerors are required to submit the following items as a complete proposal:

1. Return the RFP cover sheet and all addenda acknowledgments, if any, signed and filled out as required.

2. A written narrative statement to include:

a. Experience in providing the goods/services described herein.

b. Names, qualifications and experience of personnel to be assigned to the project.

c. Resumes of staff to be assigned to the project.

3. References: Provide a client list that currently has a contract with your organization with the emphasis on educational institutions. Provide a contact name, phone number, and email for the individual that the University has your permission to contact.

4. Specific plan or methodology to providing services to include by not be limited to:

a. Detailed description of the firm’s specific plans for providing the required services outlined in the Statement of Needs.

b. Any other products or service that the firm is capable of offering in addition to the required services to add value to the contract.

5. Quality Assurance Plan

a. Detailed description of the firm’s quality assurance plan pertaining to their product and ensuring the University will receive precisely what is asked for in a timely fashion.

6. Proposed Price. Attachment A included in the RFP.

7. Conflict of Interest Statement, Attachment B included in the RFP.

8. Vendor Data Sheet, Attachment C included in the RFP.

9. State Corporation Commission Form, Attachment D included in the RFP.

10. Small Business Subcontracting Plan, Attachment E included in the RFP.

11. Proprietary & Confidential Information Form, Attachment F included in the RFP

12. Contractor Background Certificate, Attachment G, included in the RFP

13. Each proposal received shall include the offeror’s agreement to the following provisions:

a. The proposal constitutes an offer by the offeror that shall remain open and irrevocable for a period of 30 days from the deadline for submitting proposals.

b. Longevity: The offeror must have been actively engaged in the business of supplying pizzas for a minimum of five (5) years. For purposes of this RFP, a company that has had continuous management, but which may have changed ownership during the specified period, is considered “actively engaged”.

V. EVALUATION AND AWARD CRITERIA

A. EVALUATION CRITERIA: Proposals shall be evaluated by Christopher Newport University using the following criteria:

Criteria Point Value

Qualifications and Experience of the Offeror 25 Points Plans for Providing Service 25 points Quality Assurance Plan 25 points Pricing 15 points References 5 points Small Business Subcontracting Plan 5 points Total points possible 100 points

Evaluation of the pricing criteria will be based on the scenario presented with Attachment A.

CNU will compute the total of 15 points for pricing with the following formula:

Lowest Price Offered = % Factor X Maximum Available = Points Price of Offer being Evaluated Points (15) Assigned

B. AWARD: 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. 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. GENERAL TERMS & CONDITIONS

A. PURCHASING MANUAL: This solicitation and any resulting contract is subject to the provisions of the

Commonwealth of Virginia’s Purchasing Manual for Institutions of Higher Education and Their Vendors and any revisions hereto, and the Rules Governing Procurement of Goods, Services, Insurance and Construction by a Public Institution of Higher Education of the Commonwealth of Virginia (Subchapter 3 of the Restructured Higher Education Financial and Administrative Operations Act) (hereafter referred to as “Governing Rules”), which are hereby incorporated into this contract in their entirety. The manual may be accessed electronically at https://vascupp.org

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. The University and the contractor are encouraged to resolve any issues in controversy arising from the award of the contract or any contractual dispute by informal mediation (Governing Rules §56). The contractor shall comply with all applicable federal, state and local laws, rules and regulations.

C. ANTI-DISCRIMINATION: By submitting their bids/proposals, bidders/offerors certify to University 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 §9 and §10 of the Governing Rules. 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 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 (Governing Rules, §36).

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, national origin, age, disability, 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 these requirements.

https://vascupp.org/

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

D. ETHICS IN PUBLIC CONTRACTING: By submitting their bids/proposals, bidders/offerors certify that their bids or proposals are made without collusion or fraud and that they have not offered or received any kickbacks or inducements from any other bidder/offeror, supplier, manufacturer or subcontractor in connection with their bid/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: By entering into a written contract with the University, the Contractor certifies that the Contractor does not, and shall not during the performance of the contract for goods and services to the University, knowingly employ an unauthorized alien as defined in the federal Immigration Reform and Control Act of 1986.

F. DEBARMENT STATUS: By submitting their bids/proposals, bidders/offerors certify that they are not currently debarred or otherwise declared ineligible by the Commonwealth of Virginia from submitting bids or proposals on contracts for the type of goods and services covered by this solicitation, nor are they an agent of any person or entity that is currently so debarred or otherwise declared ineligible.

G. ANTITRUST: By entering into a contract, the contractor conveys, sells, assigns, and transfers to the University 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 University 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 University 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.

J. PAYMENT:

1. To Prime Contractor:

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

b. Any payment terms requiring payment in less than 30 days will be regarded as requiring payment 30 days after invoice or delivery, whichever occurs last. This shall not affect offers of discounts for payment in less than 30 days, however.

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

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

e. Unreasonable Charges. Under certain emergency procurements and for most time and material purchases, final job costs cannot be accurately determined at the time orders are placed. In such cases, contractors should be put on notice that final payment in full is contingent on a determination of reasonableness with respect to all invoiced charges. Charges which appear to be unreasonable will be researched and challenged, and that portion of the invoice held in abeyance until a settlement can be reached. Upon determining that invoiced charges are not reasonable, the University shall notify the contractor, in writing, as to those charges that it considers unreasonable and the basis for the determination.

A contractor may not institute legal action unless a settlement cannot be reached within thirty (30) days of notification. The provisions of this section do not relieve the University of its prompt payment obligations with respect to those charges which are not in dispute (Governing Rules § 53).

2. To Subcontractors:

a. Within seven (7) days of the contractor’s receipt of payment from the University, a contractor awarded a contract under this solicitation is hereby obligated:

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

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 University encourages contractors and subcontractors to accept electronic and credit card payments.

K. PRECEDENCE OF TERMS: These General Terms and Conditions and the Commonwealth of Virginia Purchasing Manual for Institutions of Higher Education and Their Vendors and Governing Rules shall apply in all instances. In the event there is a conflict between any of the other General Terms and Conditions and any Special Terms and Conditions in this solicitation, the Special Terms and Conditions shall apply.

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

M. TESTING AND INSPECTION: The University reserves the right to conduct any test/inspection it may deem advisable to assure goods and services conform to the specifications.

N. ASSIGNMENT OF CONTRACT: The contractor shall not be assign all or any portion of its rights and duties under this contract without the prior written consent of the University.

O. CHANGES TO THE CONTRACT: Changes can be made to the contract in any of the following ways:

1. The parties may agree in writing to modify the terms, conditions, or scope of the contract. Any additional goods or services to be provided shall be of a sort that is ancillary to the contract goods or services, or within the same broad product or service categories as were included in the contract award. Any increase or decrease in the price of the contract resulting from such modification shall be agreed to by the parties as a part of their written agreement to modify the scope of the contract.

2. The University 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 University of the adjustment to be sought, and before proceeding to comply with the notice, shall await the University's written decision affirming, modifying, or revoking the prior written notice. If the University 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 University 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 University’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 University with all vouchers and records of expenses incurred and savings realized. The University 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 University within thirty (30) days from the date of receipt of the written order from the University. 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 Contractual Dispute provision of Governing Rules § 53. 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 University or with the performance of the contract generally.

P. DEFAULT: In case of failure to deliver goods or services in accordance with the contract terms and conditions, the

University, after due oral or written notice, may procure them from other sources and hold the contractor responsible for any resulting additional purchase and administrative costs. This remedy shall be in addition to any other remedies which the University may have.

Q. TAXES: Sales to the Commonwealth of Virginia are normally exempt from State sales tax. State sales and use tax certificates of exemption, Form ST-12, will be issued upon request. Deliveries against this contract shall usually be free of Federal excise and transportation taxes. The University’s excise tax exemption registration number is 10- 540701501F-001.

If sales or deliveries against the contract are not exempt, the contractor shall be responsible for the payment of such taxes unless the tax law specifically imposes the tax upon the buying entity and prohibits the contractor from offering a tax-included price.

R. USE OF BRAND NAMES: Unless otherwise provided in this solicitation, the name of a certain brand, make or manufacturer does not restrict bidders/offerors to the specific brand, make or manufacturer named, but conveys the general style, type, character, and quality of the article desired. Any article which the public body, in its sole discretion, determines to be the equivalent of that specified, considering quality, workmanship, economy of operation, and suitability for the purpose intended, shall be accepted. The bidder/offeror is responsible to clearly and specifically identify the product being offered and to provide sufficient descriptive literature, catalog cuts and technical detail to enable the University to determine if the product offered meets the requirements of the solicitation. This is required even if offering the exact brand, make or manufacturer specified. Normally in competitive sealed bidding only the information furnished with the bid will be considered in the evaluation. Failure to furnish adequate data for evaluation purposes may result in declaring a bid nonresponsive. Unless the bidder/offeror clearly indicates in its bid/proposal that the product offered is an equivalent product, such bid/proposal will be considered to offer the brand name product referenced in the solicitation.

S. TRANSPORTATION AND PACKAGING: By submitting their bids/proposals, all bidders/proposals certify and warrant that the price offered for FOB destination includes only the actual freight rate costs at the lowest and best rate and is based upon the actual weight of the goods to be shipped. Except as otherwise specified herein, standard commercial packaging, packing and shipping containers shall be used. All shipping containers shall be legibly marked or labeled on the outside with purchase order number, commodity description, and quantity.

T. INSURANCE: By signing and submitting a bid or proposal under this solicitation, the bidder or offeror certifies that if awarded the contract, it will have the following insurance coverage at the time the contract is awarded. For construction contracts, if any subcontractors are involved, the subcontractor will have workers’ compensation insurance in accordance with Governing Rules § 25.C 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 insurance coverage will be provided by insurance 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 University 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 University 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 University is to be used in the contract. Contractor must assure that the required coverage is maintained by the Contractor (or third-party owner of such motor vehicle.)

Profession/Service Limits Accounting $1,000,000 per occurrence, $3,000,000 aggregate Architecture $2,000,000 per occurrence, $6,000,000 aggregate Asbestos Design, Inspection or Abatement $1,000,000 per occurrence, $3,000,000 aggregate 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/ Insurance/Risk Management $1,000,000 per occurrence, $3,000,000 aggregate Landscape/Architecture $1,000,000 per occurrence, $1,000,000 aggregate Legal $1,000,000 per occurrence, $5,000,000 aggregate https://law.lis.virginia.gov/vacode/title8.01/chapter21.1/section8.01-581.15/

Professional Engineer $2,000,000 per occurrence, $6,000,000 aggregate Surveying $1,000,000 per occurrence, $1,000,000 aggregate

U. ANNOUNCEMENT OF AWARD: Upon the award or the announcement of the decision to award a contract as a result of this solicitation, the University will publicly post such notice on the Commonwealth of Virginia’s eVA eProcurement platform (www.eva.virginia.gov) for a minimum of 10 days.

V. DRUG-FREE WORKPLACE: During the performance of this contract, the contractor agrees to (i) provide a drug-free workplace for the contractor's employees; (ii) post in conspicuous places, available to employees and applicants for employment, a statement notifying employees that the unlawful manufacture, sale, distribution, dispensation, possession, or use of a controlled substance or marijuana is prohibited in the contractor's workplace and specifying the actions that will be taken against employees for violations of such prohibition; (iii) state in all solicitations or advertisements for employees placed by or on behalf of the contractor that the contractor maintains a drug-free workplace; and (iv) include the provisions of the foregoing clauses in every subcontract or purchase order of over $10,000, so that the provisions will be binding upon each subcontractor or vendor.

For the purposes of this section, “drug-free workplace” means a site for the performance of work done in connection with a specific contract awarded to a contractor, the employees of whom are prohibited from engaging in the unlawful manufacture, sale, distribution, dispensation, possession or use of any controlled substance or marijuana during the performance of the contract

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

X. eVA BUSINESS-TO-GOVERNMENT VENDOR REGISTRATION, CONTRACTS, AND ORDERS: The eVA Internet electronic procurement solution, web site portal www.eVA.virginia.gov, streamlines and automates government purchasing activities in the Commonwealth of Virginia. 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 of Virginia shall participate in the eVA Internet e-procurement solution by completing the free eVA Vendor Registration. All bidders/offerors must register in eVA and pay the Vendor Transaction Fees specified below;

failure to register will result in the bid being rejected.

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

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

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

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

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

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

http://www.eva.state.va.us/ http://www.eva.virginia.gov/ about:blank

Y. AVAILABILITY OF FUNDS: It is understood and agreed between the parties herein that the University 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.

Z. BID/PROPOSAL PRICE CURRENCY: Unless stated otherwise in the solicitation, bidders/offerors shall state bid/offer prices in US dollars.

AA. 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.

BB. CONTRACTOR CONDUCT: Contractor shall at all times operate in compliance with federal law, the laws and regulations of the Commonwealth of Virginia, and the policies of the University, including those that relate to access and use of the University’s facilities and information technology resources and data.

The University may require, at its sole discretion, the removal and replacement of any individual who the University reasonably believes to have violated any laws or policy of the University.

VIII. SPECIAL TERMS AND CONDITIONS:

A. AUDIT: The contractor shall retain all books, records, and other documents relative to this contract for five (5) years after final payment, or until audited by the Commonwealth of Virginia, whichever is sooner. The agency, its authorized agents, and/or state auditors shall have full access to and the right to examine any of said materials during said period

B. AWARD: 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. 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.

C. CANCELLATION OF CONTRACT: The purchasing agency reserves the right to cancel and terminate any resulting contract, in part or in whole, without penalty, upon 120 days written notice to the contractor.

In the event the initial contract period is for more than 12 months, the resulting contract may be terminated by either party, without penalty, after the initial 12 months of the contract period upon 60 days written notice to the other party.

Any contract cancellation notice shall not relieve the contractor of the obligation to deliver and/or perform on all outstanding orders issued prior…