RFQ 20261006 Wood Utility Pole Inspection.pdf

Wood Utility Pole Inspection

RFQ 20261006

Page 1 of 17 Offeror’s Initials___________

15022 Lee Highway, Bristol, Virginia 24202

21297 Old Dominion Road, Bristol, Virginia 24202

REQUEST FOR QUOTES FOR NON-PROFESSIONAL SERVICES

RFQ Number: 20261006

Title: Wood Utility Pole Inspection

Acceptance Date: Quotes must be received prior to 10:00 a.m. EST on Tuesday, October 27, 2026

BVU Authority, a political subdivision of Virginia, is soliciting quotes from qualified Offerors for the inspection of BVU Authority-owned wood poles.

All quotes received after the appointed date and hour for receipt, whether by mail or otherwise, will not be opened, will be date and time-stamped, marked “late,” and retained unopened in the procurement file. Offerors are solely responsible for ensuring quotes are received in the Purchasing Agent’s office by the designated date and time.

Instructions for submitting quotes are included within the Request for Quotes (RFQ).

All inquiries for information should be directed to Vicki Warren, Purchasing Agent/Warehouse

Supervisor, at vpwarren@bvua.com

This document can be downloaded from www.eva.virginia.gov.

If you need any accommodation for any type of disability in order to participate in this procurement, please contact the Purchasing Agent.

Vicki Warren

Purchasing Agent / Warehouse Supervisor vpwarren@bvua.com mailto:vpwarren@bvua.com http://www.eva.virginia.gov/

Page 2 of 17 Offeror’s Initials___________

1.0 SUMMARY OF RFQ (REQUEST FOR QUOTES). BVU Authority (“BVU”), a political subdivision of Virginia, is soliciting quotes from qualified contractors for the inspection of BVU-owned wood poles. Poles are located within the BVU electric service area which includes

Washington and Scott Counties in Virginia, the City of Bristol, Virginia and Sullivan County, Tennessee.

2.0 INSTRUCTIONS FOR SUBMITTING QUOTES

2.1 All quotes shall be signed by the individual or authorized principals of the firm. All attachments to the RFQ required to be executed by the Offeror are to be returned with the quote. It is the Offeror’s responsibility that quotes are received by the Purchasing Agent

BEFORE the hour specified on the opening date. Requests for extensions of this time and date will not be granted.

Firms mailing their quotes shall allow for normal mail time to ensure receipt of their quotes by the Purchasing Agent prior to the time and date fixed for acceptance of the quotes.

Offerors who hand-deliver their quotes shall call or text the Purchasing Agent at 276-967-0700 to coordinate delivery before the time of acceptance.

For those who submit quotes in hard copy form, firms shall submit one (1) original and one (1) copy of the quote. The original quote shall be clearly marked. The face of the envelope/package shall indicate the RFQ title and number, acceptance date and time, and name and address of Offeror.

Quotes will be publicly accepted and logged at the time and date received by the Purchasing

Agent.

Late quotes – those received after the appointed date and hour for acceptance, whether by mail or otherwise - will not be opened, will be date and time stamped, marked “late,” and retained unopened in the procurement file.

PLEASE NOTE - BVU Authority prefers that quotes be submitted via eVA - Virginia’s

Marketplace at www.eva.virginia.gov. There is no fee for submitting quotes through eVA.

Quotes may also be mailed, or hand delivered as follows:

Page 3 of 17 Offeror’s Initials___________

U.S. Mail: Parcel Delivery: Hand Delivery:

BVU Authority Attn: Purchasing Agent P.O. Box 8100 Bristol, Virginia 24203-8100

BVU Authority Attn: Purchasing Agent 21297 Old Dominion Road Bristol, Virginia 24202

BVU Authority Attn: Purchasing Agent 21297 Old Dominion Road Bristol, Virginia 24202

2.2 Questions and Inquiries. Questions and inquiries related to the RFQ will be accepted from all firms. Inquiries pertaining to this RFQ must include the RFQ number, title, and acceptance date.

Material questions will be answered in writing and posted as an addendum at www.eva.virginia.gov.

All questions must be received by email ten (10) days prior to acceptance date and must be sent to the Purchasing Agent (vpwarren@bvua.com.)

2.3 Quote Pricing. Quote pricing must be firm and allow for BVU acceptance for sixty (60) days after quote acceptance date.

2.4 Authority to Bind Firm in Contract. Quote MUST give full firm name and address of Offeror.

Firm name and authorized signature must appear in the space(s) provided where applicable. BVU reserves the right to reject any changes by Offeror of quotes received or to negotiate separately in any manner necessary to serve the best interests of BVU.

2.5 Quote Expenses. BVU will not be responsible for any expenses incurred by Offeror in preparing and submitting a quote.

3.0 ACCEPTANCE OF QUOTES. Quotes shall be received until the date and time specified on the face of RFQ.

4.0 CONTRACT AWARD. The Contractor will be expected to sign a non-professional services agreement with BVU Authority. BVU Authority will prepare and transmit the contract to the

Contractor. The Contractor shall execute and return the contract documents to BVU Authority within ten (10) days of receipt. The quote submittal shall be integrated into the contract between

BVU Authority and the Contractor. A sample non-professional services agreement is included as

Attachment A. All contract provisions that have not been stated herein will be drafted and included as necessary.

4.1 Contract Term. The term of the contract will be for one (1) year renewed annually for up to four (4) additional years pending annual review and approval by BVU Authority.

4.2 Availability of Funds. Work under the contract is dependent on funds being available.

5.0 SWAM PARTICIPATION. Small, Women-owned, and Minority-owned Businesses are encouraged to respond.

mailto:vpwarren@bvua.com

Page 4 of 17 Offeror’s Initials___________

ATTACHMENT A: SAMPLE CONTRACT

Non-Professional Services Agreement

This Non-Professional Services Agreement (“Agreement”) made and entered on between BVU Authority (“BVUA”), located at 15022 Lee Highway, Bristol Virginia 24202 and

(“Contractor”) located at

RECITAL

BVUA and Contractor desire to enter into this Agreement to provide which provides for each party’s responsibilities with respect to the services (“Services”) as described in Wood Utility Pole

Inspection Request for Quotes (RFQ).

AGREEMENTS

In consideration of the recital and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledge, the parties agree as follows:

1. Contractor Responsibilities. Contractor will perform the Services as set forth in the Scope of Services of the RFQ to the reasonable satisfaction of BVUA.

2. Fees. Upon satisfactory performance of the Services, BVUA shall pay Contractor the amount set forth in the Quote Form as set forth in the RFQ.

3. Term. The term of the contract will be for one (1) year renewed annually up to four (4) additional years pending annual review and approval by BVU.

4. Attachments. All attachments identified in the RFQ are incorporated by reference into this

Agreement.

The parties acknowledge their acceptance of the all the terms and conditions of this Agreement by the signatures below of their authorized representatives.

CONTRACTOR BVU AUTHORITY

By: By:

Name: Name: Donald L. Bowman, P.E

Title: Title: President and CEO

Page 5 of 17 Offeror’s Initials___________

ATTACHMENT B - SCOPE OF SERVICES

B.1 Overview. BVU Authority (“BVU”), a political subdivision of Virginia, is soliciting quotes from qualified Offerors for the inspection of BVU-owned wood poles. Poles are located within the BVU electric service area which includes Washington and Scott Counties in Virginia, the City of Bristol, Virginia and Sullivan County, Tennessee.

B.2 General Services. The contractor shall be capable of performing the following services:

Visual Inspection: A visual inspection shall be performed from the ground line to the top of the pole. The following visible defects must be noted: woodpecker holes, split tops, decayed tops, broken insulators, rotten or broken cross arms, and slack or broken guys. Any pole that is not suited for continued service due to serious defects shall not be tested further, and it shall be reported as a reject pole.

Sound and Bore: Poles shall be sounded with a hammer from either ground line or above ground line as applicable to as high as the inspector can reach to locate exterior decay or interior pockets of decay. Hammer marks should be visible to indicate the area was sounded. Inspector shall bore at least once to detect interior decay and a shell thickness indicator shall be used to detect whether any internal decay exists. Bored holes shall be plugged with tight fitting wood dowels.

Any pole that contains an unacceptable level of internal decay shall be reported as a reject pole.

Pole Treatment: Any pole that does not pass the visual or sound and bore inspection shall be deemed a reject pole. BVU will not treat poles externally or internally.

Tagging: All poles shall be marked with a weatherproof tag identifying the inspection year and the contractor’s name. Reject tags are to be attached to any pole not passing the visual or sound and bore inspections and danger/priority tags shall be attached to any pole determined to need immediate attention. BVU shall be notified immediately of any poles that are tagged as danger/priority.

Data Requirements: Offeror shall be required to demonstrate a successful history in completing similar field projects. Offeror’s quote must include all required hardware and software to provide results in electronic format, as well as setup services, field services, data processing, project management, data delivery, and customer support necessary to fulfill the project requirements.

Digital images of the tops of each pole deemed as a reject pole shall be in included in the data requirements. Reports in an Excel spreadsheet format will be required. This report shall include the BVU pole number, height and class, pole birthdate (if legible), status of the pole (pass, reject, or danger/priority), and any other pertinent information regarding each pole. GPS coordinates of each pole are not required.

B.3 Safety. The Contractor must certify that they meet all OSHA, and Virginia safety laws & regulations.

Page 6 of 17 Offeror’s Initials___________

B.4 Capabilities. The Contractor must demonstrate they have considerable experience and the ability to plan and execute the proposed work.

B.5 Subcontractors. Any subcontracted services must be clearly identified in the proposal and subcontractors must be listed.

B.6 Personnel Qualifications. The personnel used by the Contractor for the performance of this work shall be experienced and shall be capable and qualified in performing the work. Use of personnel without these qualifications may be considered on a case-by-case basis and must be approved in writing by the Contract Administrator.

B.7 Personnel Changes. Any changes that may occur in personnel during the term of this contract shall be submitted in writing by the Contractor to the Contract Administrator five (5) working days prior to such change. BVU will notify the Contractor of approval or disapproval of the Contractor’s request within five (5) working days after receipt of notice of the personnel change. BVU reserves the right to refuse assignment of any personnel deemed by BVU to have inadequate training or credentials.

B.8 Not to Exceed Estimates of Work Not Specified Under Contract. Upon request by BVU and for work with adequate plans and specifications or written directions, the Contractor should prepare and submit to BVU a written not to exceed estimate required to perform the work not specified under this contract.

B.9 Invoice & Method of Payment. Contractor shall invoice BVU after approved work is completed. Invoices and reports shall be sent to BVU and shall show detail of work completed.

No payment will be issued prior to the receipt of the report.

B.10 Miscellaneous Charges. All costs associated with the work performed under this agreement are to be covered in the Offeror’s pricing entered on Attachment C – Quote Form. BVU Authority will not accept any charges associated with travel, environmental compliance, material disposal, or any other miscellaneous fees.

B.11 Performance Evaluation. During the term of the contract, BVU, in its sole discretion, will review the Contractor’s performance approximately every three (3) months beginning on the effective date of the executed contract. BVU will determine the performance goals and factors.

The performance evaluation is a component of future contract term extensions.

Page 7 of 17 Offeror’s Initials___________

ATTACHMENT C - QUOTE FORM

The undersigned, having carefully examined the Request for Quotes, proposes as follows:

To furnish all labor, materials, and equipment, except as otherwise noted, necessary to properly complete all the work described in Attachment B - Scope of Services.

$ per pole x 5,800 poles (approximately)

$ Total

Name:

Title:

Email:

Company Name:

Company Address:

Phone:

Signature: Date:

Page 8 of 17 Initial ___________

ATTACHMENT D: PROOF OF AUTHORITY TO TRANSACT BUSINESS IN VIRGINIA

THIS FORM MUST BE SUBMITTED WITH YOUR QUOTE, FAILURE TO INCLUDE THIS FORM MAY

RESULT IN REJECTION OF YOUR QUOTE

Pursuant to Virginia Code §2.2-4311.2 an Offeror organized or authorized to transact business in the Commonwealth pursuant to Title 13.1 or Title 50 of the Code of Virginia shall include in its quote the identification number issued to it by the State Corporation Commission ("SCC"). Any

Offeror that is not required to be authorized to transact business in the Commonwealth as a foreign business entity under Title 13.1 or Title 50 of the Code of Virginia or as otherwise required by law shall include in its quote a statement describing why the Offeror is not required to be so authorized. Any Offeror described herein that fails to provide the required information shall not receive an award unless a waiver of this requirement and the administrative policies and procedures established to implement this section is granted by the President & CEO, as applicable.

If this quote for goods or services is accepted by BVU AUTHORITY the undersigned agrees that the requirements of the Code of Virginia Section §2.2-4311.2 have been met.

Please complete the following by checking the appropriate line that applies and providing the requested information.

Offeror is a Virginia business entity organized and authorized to transact business in Virginia by the SCC, and such Vendor's Identification Number issued to it by the SCC is

Offeror is an out-of-state (foreign) business entity that is authorized to transact business in Virginia by the SCC, and such Vendor's Identification number issued to it by the SCC is

Offeror does not have an Identification Number issued to it by the SCC. Offeror is not required to be authorized to transact business in Virginia by the SCC for the following reason(s):

Please attach additional sheets if you need to explain why Offeror is not required to be authorized to transact business in Virginia.

Legal Name of Company (as listed on W-9)

Legal name of Offeror

Date

Authorized Signature

Print or Type Name and Title

RETURN THIS PAGE WITH COPIES OF DOCUMENTATION

Page 9 of 17 Initial ___________

GENERAL TERMS AND CONDITIONS

1. VENDORS MANUAL

This solicitation is subject to the provisions of the Commonwealth of Virginia Vendors Manual and any changes or revisions thereto, which are hereby incorporated into this contract in their entirety.

The process for filing a complaint about this solicitation is in section 7.13 of the Vendors Manual.

(Note section 7.13 does not apply to protests of awards or formal contractual claims.) The procedure for filing contractual claims is in section 7.19 of the Vendors Manual. A copy of the manual is normally available for review at the purchasing office and is accessible on the Internet at www.eva.virginia.gov under “I Sell To Virginia”.

2. APPLICABLE LAWS AND COURTS

This solicitation and any resulting contract shall be governed in all respects by the laws of the Commonwealth of Virginia and any litigation with respect thereto shall be brought in the courts of Washington County, VA. The contractor shall comply with all applicable federal, state and local laws, rules and regulations.

3. ANTI-DISCRIMINATION

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

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

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

i. The contractor will not discriminate against any employee or applicant for employment because of race, religion, color, sex, sexual orientation, gender identity, national origin, age, disability, 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.

ii. 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.

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

iv. If the contractor employs more than five employees, the contractor shall (i) provide annual training on the contractor's sexual harassment policy to all supervisors and employees providing services in the Commonwealth, except

Page 10 of 17 Initial ___________ such supervisors or employees that are required to complete sexual harassment training provided by the Department of Human Resource Management, and (ii) post the contractor's sexual harassment policy in (a) a conspicuous public place in each building located in the Commonwealth that the contractor owns or leases for business purposes and (b) the contractor's employee handbook.

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

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

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

4. ETHICS IN PUBLIC CONTRACTING

By submitting their proposals, offerors certify that their proposals are made without collusion or fraud and that they have not offered or received any kickbacks or inducements from any other offeror, supplier, manufacturer or subcontractor in connection with their quote, 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.

5. IMMIGRATION REFORM AND CONTROL ACT OF 1986

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

6. DEBARMENT STATUS

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

7. ANTITRUST

By entering into a contract, the contractor conveys, sells, assigns, and transfers to BVU Authority 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 BVU Authority under said contract.

8. 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

Page 11 of 17 Initial ___________ addendum issued by the buyer.

9. PAYMENT

a. To Prime Contractor:

i. 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 contract name/number and/or purchase order number; social security number (for individual contractors) or the federal employer identification number (for proprietorships, partnerships, and corporations).

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

iii. 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.

iv. The following shall be deemed to be the date of payment: the date of postmark in all cases where payment is made by mail.

v. Unreasonable Charges. Under certain emergency procurements and for most time and material purchases, final job costs cannot be accurately determined at the time orders are placed. In such cases, contractors should be put on notice that final payment in full is contingent on a determination of reasonableness with respect to all invoiced charges. Charges which appear to be unreasonable will be resolved in accordance with Code of Virginia, § 2.2-4363 and -4364. Upon determining that invoiced charges are not reasonable, BVU Authority shall notify the contractor of defects or improprieties in invoices within fifteen (15) days as required in Code of Virginia, § 2.2-4351.,. The provisions of this section do not relieve an agency of its prompt payment obligations with respect to those charges which are not in dispute (Code of Virginia, § 2.2-4363).

b. To Subcontractors:

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

1. To pay the subcontractor(s) within seven (7) days of the contractor’s receipt of payment from BVU Authority for the proportionate share of the payment received for work performed by the subcontractor(s) under the contract; or

2. To notify BVU Authority and the subcontractor(s), in writing, of the contractor’s intention to withhold payment and the reason.

ii. 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 BVU Authority, 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

Page 12 of 17 Initial ___________ to pay an interest charge to a subcontractor may not be construed to be an obligation of BVU Authority.

10. PRECEDENCE OF TERMS

The following General Terms and Conditions VENDORS MANUAL, APPLICABLE LAWS AND COURTS, ANTI-DISCRIMINATION, ETHICS IN PUBLIC CONTRACTING, IMMIGRATION REFORM AND CONTROL ACT OF 1986, DEBARMENT STATUS, ANTITRUST, CLARIFICATION OF TERMS, PAYMENT shall apply in all instances. In the event there is a conflict between any of the other General Terms and Conditions and any Special Terms and Conditions in this solicitation, the Special Terms and Conditions shall apply.

11. QUALIFICATIONS OF OFFERORS

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

12. TESTING AND INSPECTION

BVU Authority reserves the right to conduct any test/inspection it may deem advisable to assure goods and services conform to the specifications.

13. ASSIGNMENT OF CONTRACT

A contract shall not be assignable by the contractor in whole or in part without the written consent of BVU Authority.

14. CHANGES TO THE CONTRACT

Changes can be made to the contract in any of the following ways:

a. 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.

b. BVU Authority 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 BVU Authority of the adjustment to be sought, and before proceeding to comply with the notice, shall await BVU Authority's written decision affirming, modifying, or revoking the prior written notice. If BVU Authority 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 BVU Authority a credit for any savings. Said compensation shall be determined by one of the following methods:

i. By mutual agreement between the parties in writing; or

ii. 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

Page 13 of 17 Initial ___________ number of units of work performed, subject to BVU Authority’s right to audit the contractor’s records and/or to determine the correct number of units independently; or

iii. 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 BVU Authority with all vouchers and records of expenses incurred and savings realized. BVU Authority 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 BVU Authority within thirty (30) days from the date of receipt of the written order from BVU Authority. If the parties fail to agree on an amount of adjustment, the question of an increase or decrease in the contract price or time for performance shall be resolved in accordance with the procedures for resolving disputes provided by the Disputes Clause of this contract or, if there is none, in accordance with the disputes provisions of the Commonwealth of Virginia Vendors Manual. Neither the existence of a claim nor a dispute resolution process, litigation or any other provision of this contract shall excuse the contractor from promptly complying with the changes ordered by BVU Authority or with the performance of the contract generally.

15. DEFAULT

In case of failure to deliver goods or provide services in accordance with the contract terms and conditions, BVU Authority, 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 BVU Authority may have. Specifically:

a. If, through any cause, the Contractor fails to fulfill in a timely and proper manner their obligations under the contract, or if the Contractor violates any of the covenants, agreements, or stipulations of the contract, BVU Authority shall thereupon have the right to terminate, specifying the effective date thereof, at least five (5) days before the effective date of such termination. In such event, all finished or unfinished documents, data, studies, surveys, drawings, maps, models, and reports prepared by the Contractor under the contract shall at the option of BVU Authority, become its property and the Contractor shall be entitled to receive just and equitable compensation for any satisfactory work completed on such documents.

b. Notwithstanding the above, the Contractor shall not be relieved of liability to BVU Authority for damages sustained by BVU Authority by virtue of any breach of contract by the Contractor. BVU Authority may withhold any payments to the Contractor for the purpose of set off until such time as the exact amount of damages due to BVU Authority from the Contractor is determined.

16. TERMINATION FOR CONVENIENCE

BVU Authority reserves the right to cancel and terminate any resulting contract, in part or in whole, without penalty, upon 60 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 to the effective date of cancellation.

Page 14 of 17 Initial ___________

17. INSURANCE

By signing and submitting a quote or proposal under this solicitation, the Offeror or offeror certifies that if awarded the contract, it will have the following insurance coverage at the time the work commences and will provide a copy of the certificate of insurance or other proof of insurance. The Offeror or offeror further certifies that the contractor and any subcontractors will maintain this insurance coverage during the entire term of the contract.

a. 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. BVU Authority must be named as an additional insured and so endorsed on the policy.

18. 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.

19. NONDISCRIMINATION OF CONTRACTORS

A Offeror, offeror, or contractor shall not be discriminated against in the solicitation or award of this contract because of race, religion, color, sex, sexual orientation, gender identity, national origin, age, disability, faith-based organizational status, any other basis prohibited by state law relating to discrimination in employment or because the Offeror or offeror employs ex-offenders unless BVU Authority 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.

20. AVAILABILITY OF FUNDS

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

21. QUOTE PRICE CURRENCY

Unless stated otherwise in the solicitation, Offerors shall state quote prices in US dollars.

22. 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

Page 15 of 17 Initial ___________ 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.

23. CIVILITY IN STATE WORKPLACES: The contractor shall take all reasonable steps to ensure that no individual, while performing work on behalf of the contractor or any subcontractor in connection with this agreement (each, a “Contract Worker”), shall engage in 1) harassment (including sexual harassment), bullying, cyber-bullying, or threatening or violent conduct, or 2) discriminatory behavior on the basis of race, sex, color, national origin, religious belief, sexual orientation, gender identity or expression, age, political affiliation, veteran status, or disability.

The contractor shall provide each Contract Worker with a copy of this Section and will require

Contract Workers to participate in agency training on civility in the State workplace if contractor’s

(and any subcontractor’s) regular mandatory training programs do not already encompass equivalent or greater expectations. Upon request, the contractor shall provide documentation that each

Contract Worker has received such training.

For purposes of this Section, “State workplace” includes any location, permanent or temporary, where a Commonwealth employee performs any work-related duty or is representing his or her agency, as well as surrounding perimeters, parking lots, outside meeting locations, and means of travel to and from these locations. Communications are deemed to occur in a State workplace if the

Contract Worker reasonably should know that the phone number, email, or other method of communication is associated with a State workplace or is associated with a person who is a State employee.

The Commonwealth of Virginia may require, at its sole discretion, the removal and replacement of any Contract Worker who the Commonwealth reasonably believes to have violated this Section.

This Section creates obligations solely on the part of the contractor. Employees or other third parties may benefit incidentally from this Section and from training materials or other communications distributed on this topic, but the Parties to this agreement intend this Section to be enforceable solely by the Commonwealth and not by employees or other third parties.

VII. SPECIAL TERMS AND CONDITIONS

1. 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. BVU Authority, its authorized agents, and/or state auditors shall have full access to and the right to examine any of said materials during said period.

2. FIRM FIXED UNIT PRICE CONTRACT

This agreement is a fixed unit price agreement where firm unit or total prices are established at the time of order placement or contract award for the goods or services.

3. ENTIRE AGREEMENT

This agreement and the attachments represent the entire agreement between the parties and supersede any prior oral or written understandings with respect to the services.

4. NOT TO EXCEED AMOUNT

The total fee paid under this contract is not to exceed the agreed upon price, plus any agreed upon and approved written price adjustments.

5. CANCELLATION OF CONTRACT

BVU Authority reserves the right to cancel and terminate any resulting contract, in part or in whole, Page 16 of 17 Initial ___________ without penalty, upon 60 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 to the effective date of cancellation.

6. WAIVER OF JURY TRIAL

In any dispute, the parties agree to waive their right to a jury trial.

7. LIMITED TERM TO BRING SUIT

Either party filing a legal action must file such action within two (2) years of the event giving rise to such claim. The parties specifically agree to reduce the Commonwealth of Virginia’s default five (5) year statute of limitations for a written contract.

8. EXPENSES

Unless agreed to in writing by BVU Authority, all expenses incurred by the Contractor not included in the price schedule shall be the sole responsibility of the Contractor.

9. SAFETY & EMPLOYMENT LAWS

The Contractor acknowledges that they are responsible for complying with all safety and employment laws.

10. SEVERABILITY

Should any part of this contract be declared unenforceable by a court of competent jurisdiction, all remaining parts remain in force.

11. CONFIDENTIALITY OF PERSONALLY IDENTIFIABLE INFORMATION

The contractor assures that information and data obtained as to personal facts and circumstances related to customers or clients will be collected and held confidential, during and following the term of this agreement, and unless disclosure is required pursuant to court order, subpoena or other regulatory Authority, will not be divulged without the individual’s and the BVU AUTHORITY’s written consent and only in accordance with federal law or the Code of Virginia. Contractors who utilize, access, or store personally identifiable information as part of the performance of a contract are required to safeguard this information and immediately notify BVU Authority of any breach or suspected breach in the security of such information. Contractors shall allow BVU Authority to both participate in the investigation of incidents and exercise control over decisions regarding external reporting. Contractors and their employees working on this project may be required to sign a confidentiality statement.

12. STATE CORPORATION COMMISSION IDENTIFICATION NUMBER

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

13. CONFIDENTIALITY (BVU Authority) BVU Authority agrees that neither it nor its employees, representatives, or agents shall knowingly divulge any proprietary information with respect to the operation of the software, the technology

Page 17 of 17 Initial ___________ embodied therein, or any other trade secret or proprietary information related thereto, except as specifically authorized by the contractor in writing or as required by the Freedom of Information Act or similar law. It shall be the contractor’s responsibility to fully comply with § 2.2-4342F of the Code of Virginia. All trade secrets or proprietary information must be identified in writing or other tangible form and conspicuously labeled as “proprietary” either prior to or at the time of submission to BVU Authority.

14. CONFIDENTIALITY (Contractor) The contractor assures that information and data obtained as to personal facts and circumstances related to employees or customers will be collected and held confidential, during and following the term of this agreement, and will not be divulged without the individual’s and BVU AUTHORITY’s written consent. Any information to be disclosed, except to BVU AUTHORITY, must be in summary, statistical, or other form which does not identify particular individuals.

15. LOBBYING PROHIBITED

Each recipient or subrecipient certifies to the tier above that it will not and has not used federal appropriated funds to pay any person or organization for influencing or attempting to influence an employee of a federal agency, a Member of Congress, an employee of Congress, or an employee of a Member of Congress in connection with receiving any federal contract, grant, or other award covered by 31 U.S.C. § 1352.