RFP 242-27-00013-AS-Sexual Assault Education Program.pdf

COMMONWEALTH OF VIRGINIA

REQUEST FOR PROPOSAL

(RFP)

RFP 242-27-00013-AS

ONLINE SEXUAL ASSAULT EDUCATION PROGRAM

DUE: THURSDAY NOVEMBER 19, 2026 AT 2:00 P.M.

April Shuman, CUPO, VCO, VCARM Contracting Officer

Phone: (757) 594-7466 Email: april.shuman@cnu.edu mailto:april.shuman@cnu.edu

COMMONWEALTH OF VIRGINIA

CHRISTOPHER NEWPORT UNIVERSITY

SEALED REQUEST FOR PROPOSAL (RFP)

Issue Date: Monday, October 12, 2026 RFP# 242-27-00013-AS

Title: Online Sexual Assault Education Program

Commodity Code(s): 92400, 92506, 92416, 92418, 95271, Issuing Agency: Commonwealth of Virginia Christopher Newport University 1 Avenue of the Arts Newport News, VA 23606-3072

Sealed Proposal will be Received Until: Thursday, November 19, 2026 at 2:00 p.m.

For Furnishing the Services described herein.

Initial Period of Contract: From April 20, 2027 through April 19, 2028 with four (4) 1-year optional renewals.

All inquiries for information should be directed to april.shuman@cnu.edu. All inquiries must be received no later than Thursday, October 29, 2026 by 12:00 p.m.

Sealed proposals, subject to the terms and conditions of this solicitation, will be accepted by the Contracting Officer for Christopher Newport University until the specified due date and time. All responses must be submitted electronically through the Euna Solutions/Bonfire e- Procurement Platform at https://cnu.bonfirehub.com.

Additional instructions for bid submission are provided under “Submission Instructions” within the Scope of Work/Specifications section of this document, as well as in Exhibit A: Bonfire Submission Instructions.

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 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 Thursday, October 22, 2026 at 2:00 p.m. at the following video conferencing/dial in number: meet.google.com/uhn-gvdv-vxi or (US) +1 405-458-9420 PIN: 413 858 490#

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.

file://files/files$/Departments/Purchasing/Solicitations/Solicitations/FY2027/242-27-00013%20Onlines%20Sexual%20Assault%20Education%20Software/Drafts/meet.google.com/uhn-gvdv-vxi

TABLE OF CONTENTS

Page

I. PURPOSE 3

II. BACKGROUND 3

III. STATEMENT OF NEEDS 3

IV. PROPOSAL PREPERATION AND SUBMISSION REQUIREMENTS 5

V. EVALUATION AND AWARD CRITERIA 9

VI. GENERAL TERMS AND CONDITIONS 9

VII. SPECIAL TERMS AND CONDITIONS 16

VIII. INFORMATION TECHNOLOGY TERMS AND CONDITIONS 20

IX. METHOD OF PAYMENT 22

X. ATTACHMENTS: Attachments A-H must be submitted with your proposal 22

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

Attachment H- DATA PROTECTION ADDNENDUM

I. PURPOSE

The purpose of this Request for Proposal (RFP) solicitation is to identify and procure a fully realized, off-the-shelf, cloud-based solution for Online Sexual Assault Education Programs for Christopher Newport University (CNU), an Agency of the Commonwealth of Virginia. The contract shall be for a period of one (1) year with the option of renewal for four (4) successive one (1) year periods.

This solicitation and resulting contract(s) are intended to allow for cooperative procurement by Virginia Association of State College & University Purchasing Professionals (VASCUPP) members and other institutions.

II. BACKGROUND

A four-year public university in Newport News, Virginia, Christopher Newport University enrolls 5,000 students in rigorous academic programs in the liberal arts and sciences through the College of Arts and Humanities, the College of Natural and Behavioral Sciences, the College of Social Sciences, and the Luter School of Business. Christopher Newport University offers great teaching and small class sizes with an emphasis on leadership, civic engagement and honor.

For more information about the university, visit www.cnu.edu.

III. STATEMENT OF NEEDS

A. GENERAL:

The requirements of Title IX and the Violence Against Women Act (VAWA), requires institutions to provide training and education for all new students about Title IX sexual harassment including sexual assault/violence, dating violence, domestic violence, and stalking.

Those specific requirements include;

1. Statement prohibiting Sexual Harassment, Sexual Assault, Dating Violence, Domestic Violence, and Stalking on campus

2. Definitions of Title IX Sexual Harassment, Sexual Assault, Dating Violence, Domestic Violence, and Stalking

3. Definitions of consent as it relates to sexual activity and specific to the institution’s policy

4. Description and examples of safe bystander intervention options

5. Information on risk reduction

6. Warning signs of abusive relationships

7. Information on the institution’s reporting procedures, rights, confidentiality, formal complaint procedures, and campus resources

8. Information regarding who is designated at the institution to report to the Office of Institutional Compliance/Title IX about incidents of sexual harassment and sexual misconduct pursuant to institutional policy.

9. On-going prevention and awareness campaigns

B. SPECIFIC REQUIREMENTS:

In addition to a Sexual Harassment (Sexual Assault, Dating Violence, Domestic Violence, and Stalking) awareness program for new students with the specific requirements listed above, CNU is seeking a program that has the capacity to aggregate data into a report that will help the university to better understand its students experience and the climate of the institution.

General Program requirements:

1. Online web-based that can be accessed from any computer, tablet, or mobile device

2. Provide own timely technical and customer service support for issues employees, faculty, staff, and students may be experiencing (log in, password issues, etc.)

3. Provide unlimited login options (can be utilized by entire campus)

4. Provide access to live data to allow for completion checks and tracking

5. Data analysis of assessment tools utilized within each program

6. Provide personalization options that allow CNU specifics to be integrated into the programs (CNU policies, honor code, https://cnu.edu/academics/areasofstudy/artsandhumanities/ https://cnu.edu/academics/areasofstudy/naturalandbehavioralsciences/ https://cnu.edu/academics/areasofstudy/naturalandbehavioralsciences/ https://cnu.edu/academics/areasofstudy/naturalandbehavioralsciences/ https://cnu.edu/academics/areasofstudy/socialsciences/ https://my.cnu.edu/business/ http://www.cnu.edu/ resources, etc.)

7. Provide data/reports that allow comparison of data and trends from other peer institutions and national data, including repeated analysis (year over year)

8. Provided yearly updated and new content with notification of updates to the educational programs and administrative system

9. Completion of training notification such as a Certificate of Completion

10. Content Transparency & Trigger Warnings: Modules provide clear, upfront content advisories and allow students to review lesson outlines prior to initiating sensitive topics.

11. Self-Paced Navigation: Students must be able to pause, exit, save progress, and resume training modules at any time without progress loss or scoring penalties.

Technical Requirements:

1. Offer strong reliability, including high uptime percentage, notification of planned updates and outages, ability to request postponement of outage/update due to work schedule, and system stability; data backup and protection from loss of data must be addressed, as should data recovery plans and timetables for data recovery. Please provide a timeline for data recovery, upgrades, etc. (ex. Number of business days for planned system upgrades, what happens during off prime hours, etc.)

2. Shall meet Section 508 and Web Content Accessibility Guidelines (WCAG 2.1 Level AA) accessibility and compliance standards

a) Vendors should be prepared to demonstrate their compliance by providing a Voluntary Product Accessibility Template

(VPAT)

b) Vendors should be prepared to provide CNU staff access to a demo or development environment for the purpose of running accessibility testing tools to evaluate adherence to VPAT statements and compliance standards.

3. Data Security:

a) The system must provide an integration with Microsoft Entra ID.

b) As this system will contain sensitive and confidential information the offeror shall outline their system/software’s levels of security, how data is kept secure, etc.

c) Provide Christopher Newport with either a SOC2 Type II or alternative security assessment such as a HECVAT as part of the evaluation. Vendors will be required to provide annual security assessments such as a SOC2 or equivalent.

d) Provide log export / integration with industry leading SIEMs, such as Microsoft Sentinel or Splunk.

e) Vendor must allow a no cost export of all Christopher Newport data at contract end date.

4. Functional Accessibility:

Offerors must demonstrate that the platform inherently supports the following functional capabilities:

a) Keyboard Navigation: 100% keyboard navigable without keyboard traps. Visual focus indicators must remain clear and high-contrast at all times.

b) Multimedia Accessibility:

i. Synchronized, high-accuracy closed captions for all video content.

ii. Verbatim transcripts for all video and audio-only content.

iii. Audio descriptions for all visual-only content and interactive scenario elements essential to understanding

c) Display Flexibility: Text scalability up to 200% without loss of content or functional breakage. High-contrast display options that maintain legibility.

5. Implementation/Integration:

a) The implementation plan must include an estimated timeline, milestones, roles/responsibilities, and governance model.

b) Details regarding maintaining existing data on the current platform required.

c) Detailed training plans and documentation must be provided.

d) Details of support resources available for administrative and non-administrative users required.

Additional Sexual Assault Program Requirements:

1. Meet the requirements that are outlined by Title IX and VAWA (as outlined above)

2. Include education on the impact of alcohol on sexual assault and consent

3. Include education on applicable federal and state laws around sexual assault

4. Include information on Sexual Exploitation, and non-physical Dating/Domestic Violence

Implementation Information:

1. Training for students should be relevant to the predominant age range of 18–22-year-olds but should also have modules that are appropriate for adult learners, remote learners, and graduate students.

2. Sexual Assault program will be utilized by approximately 960- 1,200 students annually

3. Completion tracking and reporting should be available at the individual and institutional level

Required Information:

Examples of how your sexual misconduct program is appropriate for all students, not just 18-22 year old students.

1. Examples of how data provided from your program can be compared with other peer institutions and/or national trends

2. Specific examples and documentation that your program has demonstrated educational success

Reporting Requirements:

The solution shall be able to run at least the following reports:

1. Usage and module completion by individual end-users including live data access

2. Trends report that will show the following:

a. Sexual assault awareness, perceptions, climate, etc. for CNU

b. Compare the trends at CNU to peer institutions

Please provide a complete list of the reporting capabilities of the software for review.

Other Possible Interests CNU is also interested in learning if your organization has a sexual misconduct education program and capacity to offer such online educational modules as refresher training for continuing students, online refreshers for employees, and online education for new employees. We are also interested in learning about any online training modules or products you may have that cover the topics of alcohol use and abuse for college students and college student mental health and wellness.

Definition:

1. “Commercial off the shelf” means A software and/or hardware product that is commercially ready-made and available for sale, lease, or license to the general public.

IV. PROPOSAL PREPARATION AND SUBMISSION REQUIREMENTS

A. GENERAL INSTRUCTIONS:

1. RFP Response: In order to be considered for selection, Offerors must submit an electronic response to this RFP via the Euna Solutions/Bonfire e-Procurement Platform at https://cnu.bonfirehub.com in accordance with the submission instructions indicated in Exhibit A. Offerors must upload two (2) electronic files in Microsoft-compatible searchable PDF format: one

(1) complete copy of the entire proposal with original signatures, and one (1) redacted copy with all proprietary and trade secret material deleted, if any. The redacted version must be carefully edited, altered, and refined by the Offeror to protect and maintain complete confidentiality of protected information, with redacted sections clearly identified (e.g., Section 3, paragraph B: “Redacted”). Christopher Newport University will not accept responsibility for any public disclosure of proprietary information that is a result of improper redaction by the Offeror, and no other distribution of the proposal shall be made by the Offeror. Offerors shall NOT submit or mail hardcopy proposals or USB flash drives to the Purchasing Office.

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

2. Proposal Preparation:

a. Proposals shall be signed by an authorized representative of the Offeror via the Euna Solutions/Bonfire e-Procurement

Platform up to but no later than the date and time due. When submitting proposals via Bonfire, please allow additional time to register (for free) and learn the submission process with the tool. The registration and submission instructions are included in Exhibit B. For any and all technical questions, please contact Euna Solutions/ Bonfire Support Team at Support.bonfire@eunasolutions.com (Monday – Friday 8am – 8pm EDT).

i. **Offerors will receive a confirmation receipt upon successful submission.***

b. 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.

c. 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.

d. 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.

e. 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.

f. 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.

g. 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 file://files/files$/Departments/Purchasing/Solicitations/Solicitations/FY2027/242-27-00002%20Faculty%20Information%20Management%20System/Drafts/Support.bonfire@eunasolutions.com%20 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. Demonstrations: Offerors who submit a proposal in response to this RFP will be required to give a demonstration of their solution to the agency. This provides an opportunity for the offeror to clarify or elaborate on the proposal and solution capabilities. 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 demonstrations. Demonstrations will be part of the evaluation process.

5. 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 and Euna Solutions/Bonfire. This RFP and any Addenda shall be incorporated, by reference, into any resulting contract. Offeror is responsible for checking the eVA web site, Euna Solutions/Bonfire e-Procurement Platform 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, October 29, 2026. Oral comments and/or instructions do not form a part of this RFP. All questions MUST be submitted through the Euna Solutions/Bonfire e-Procurement Platform.

b) All proposals are due 2:00PM EST, November 19, 2026. And must be submitted electronically through the Euna Solutions/Bonfire e-Procurement Platform. Proposals submitted via in-person, fax, email or other electronic means will not be accepted

6. There is to be no contact with an evaluation team member or any other party within the university regarding a solicitation, while it is active. These actions jeopardize the evaluation process and can result in having the proposal withdrawn from consideration. Any questions or clarifications are to be directed to the buyer listed on the RFP, as outlined in subparagraph “Clarification of Terms” under General Terms & Conditions.

B. SPECIFIC PROPOSAL REQUIREMENTS:

Proposals should be as thorough and detailed as possible so that the University’s proposal evaluation team may properly evaluate the Offeror’s capabilities to provide the required services. Offerors are required to submit the following items, separated by tabs within the proposal and in sequential order corresponding to the related sections of this RFP:

RFP and Addenda Return the RFP cover sheet (page 2), and all addenda acknowledgments, if any, signed and filled out as required.

Plans for Providing Services

Offerors shall submit a comprehensive Proposal that thoroughly depicts all of their capabilities, qualifications, resources, plans, and processes that successfully enables fulfillment of the requirements and objectives depicted in Section III, entitled “Statement of Needs.” At a minimum, an Offeror should address in separate and distinct sections, each of the following topics to describe the company’s approach for providing the services and each of the requirements stated in Section III, entitled “Statement of Needs,” and should also specifically address each of the following, if applicable:

1. Approach - Describe firm’s approach to provide solution for the Commonwealth’s service requirements and objectives described under Section III, entitled “Statement of Needs”.

2. Roles and Responsibilities

a. Identify name, title and position of individual(s) who will be responsible for implementing services and overall management of potential contract and Services.

b. Identify and describe role of any other individuals involved; the individual who will be the primary day-to-day contact for the university, with resumes for key personnel.

Customer Service/Quality Assurance

1. Describe in detail how you provide customer service and how you ensure the quality and validity of the reports. Describe the data security measures used to ensure the confidentiality of candidate information

Qualifications and Experience of Offerors

1. Organizational Structure

a. Provide a written narrative statement of the firm’s organizational structure and history, locations, including the principals and their background.

b. Detail the ownership structure and other relevant information regarding the firm.

c. Include the legal name and address and the legal form of the company (partnership, corporation, joint venture, etc.)

d. If proposing in a joint venture, then identify all members of the joint venture and provide all information required within this section for each member of the venture.

e. If the company is a wholly-owned subsidiary of a "parent” company, then it must provide all information required on both firms.

f. In all cases, provide the address of affiliates, subsidiaries or satellite service locations that will be used to support this project.

2. Demonstrated Knowledge and Experience

a. Provide a detailed narrative describing your firm’s qualifications and background providing the types of Services delineated in this RFP.

b. Describe specialized experience and capabilities delivering the types of Services required in the Statement of Needs, along with demonstrated knowledge and experience as in the Services and outlined herein.

c. Describe firm’s experience implementing and providing the Services described herein for other clients, together with cost savings associated with implementing new, innovative and/or creative products, solutions, and practices, as described in the RFP.

d. Describe the complete range and variety of commercial and office products and services the firm can provide, relating to this particular Service.

References – Attachment C – Vendor Data Sheet

For the primary and/or any proposed subcontractors provide a list of at least four (4) current or recent clients for whom the Offeror has provided services in the past. For each, provide the name of the client entity and a current contact name with telephone number and email address. Provide a minimum of three (3) references. Preferably, these references would have active accounts maintained over the past two (2) years. Complete and submit Attachment C, entitled “Vendor Data Sheet” with response.

Proposed Price - Attachment A (Separate Attachment)

Provide proposed fixed pricing in the format provided in Attachment A, entitled “Pricing Schedule”. As previously stated, proposed pricing must be complete and comprehensive for all proposed services, be comprised of leading-edge business processes and practices, comparably more effective and efficient than any currently held state or public body contract and consist of pricing that is extremely aggressive.

Additional Required Attachments and Documentation

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

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

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

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

5. Contractor Background Certification, Attachment G, included in the RFP

6. Data Protection Agreement, Attachment H, included in the RFP

7. Any draft version of Master Service Agreements or Service License Agreements required by the vendor.

V. EVALUATION AND AWARD CRITERIA

A. EVALUATION CRITERIA: Each service is to be submitted with a separate proposal. Each proposal will be evaluated independently. Proposals shall be evaluated by Christopher Newport University using the following criteria:

Criteria Point Value

Vendor’s ability to provide sexual harassment/sexual assault education program/software

25 points

Software’s VAWA Compliance 25 points

Software’s ability to be personalized with CNU specifics 25 points

Pricing Structure 15 points

References of current clients

5 points

Small Business Subcontracting Plan 5 points

Total points possible 100 Points

Pricing will be evaluated objectively.

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. 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. 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.

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.

https://vascupp.org/

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: Contractor retains all rights, title, and interest in any causes of action it may have under applicable antitrust laws. To the extent any such claim relates to goods or services provided to the University under this Agreement, Contractor shall (a) reasonably cooperate with the University, at the University’s request and expense, in the investigation or prosecution of such claims, and (b) remit to the University any portion of any recovery (whether by settlement or judgment) that is attributable to overcharges borne by the University under this Agreement, net of Contractor’s reasonable, documented costs of pursuing such claim.

Contractor shall not settle any such claim in a manner that materially affects the University’s interests under this Agreement without providing prior written notice to the University.

H. MANDATORY USE OF STATE FORM AND TERMS AND CONDITIONS FOR IFBs AND 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 services rendered and/or items ordered, delivered and accepted shall be submitted by the contractor directly to the designated Purchaser/Contract Administrator/Project Manager and the University’s Business Office. Invoices may be submitted electronically to apinvoices@cnu.edu or by mail to:

Christopher Newport University Attn: Accounts Payable

b. 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).

c. Any payment terms requiring payment in less than 30 days will be regarded as requiring payment 30 days after mailto:apinvoices@cnu.edu invoice or delivery, whichever occurs last. This shall not affect offers of discounts for payment in less than 30 days, however.

d. 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.

e. 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.

f. 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 assign, transfer, or otherwise convey this Contract, in whole or in part, without the prior written consent of the Commonwealth. The Commonwealth may grant or withhold such consent in its sole discretion; provided, however, that the Commonwealth will consider any request in good faith and in a timely manner. No assignment shall relieve the Contractor of its obligations unless expressly agreed in writing by the Commonwealth.

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

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

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

S.