RFQ 242-24-00067 ISC Nutrient Credits.pdf

COMMONWEALTH OF VIRGINIA

CHRISTOPHER NEWPORT UNIVERSITY

1 AVENUE OF THE ARTS

NEWPORT NEWS, VIRGINIA 23606-3072

REQUEST FOR QUOTATION

(UNSEALED)

RFQ # 242-24-00067-DH

NUTRIENT CREDITS

DUE: Wednesday, February 28, 2024 AT 12:00 PM EST

Danielle Henley, VCCO, VCO, VCA Director of Procurement Services

(757) 594-7635 Email: Danielle.henley@cnu.edu

REQUEST FOR QUOTATION

(RFQ)

Issue Date: February 13, 2024 RFQ# 242-24-00067-DH

Title: Nutrient Credits

Commodity Code: 92600, 92640, 92641, 92642, 92670, 96258, 96335, 96891

Issuing Agency: Commonwealth of Virginia Christopher Newport University 1 Avenue of the Arts Newport News, VA 23606-3072

Using Agency And/ Or Location Where Work Will Be Performed: Christopher Newport University

1 Avenue of the Arts Newport News, VA 23606-3072

All Inquiries for Information Should Be Directed to the Buyer Listed on the Cover Page.

In compliance with this unsealed Request for Quotation (RFQ) and all conditions imposed in this RFQ, the undersigned firm hereby offers and agrees to furnish all goods and services required by this RFQ at the prices indicated in the pricing schedule, and the undersigned firm hereby certifies that all information provided below and within any schedule attached hereto is true, correct, and complete.

* Virginia Contractor License No. * DSBSD-certified Small Business No.

Class: Specialty Codes:

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: ( )

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 request.

TABLE OF CONTENTS

I. PURPOSE

II. SCOPE OF WORK/SPECIFICATIONS

III. GENERAL TERMS & CONDITIONS

IV. SPECIAL TERMS AND CONDITIONS

V. METHOD OF PAYMENT

I. PURPOSE

Christopher Newport University is soliciting quotes from qualified nutrient credit banks for the purchase of perpetual phosphorous credits. The credits will assist the University in reaching nutrient reductions required by its Municipal Separate Storm Sewer System (MS4) Permit Chesapeake Bay Total Maximum Daily Load (TMDL) Action Plan. The credits are required to be located within the MS4 locality or within the locality’s Chesapeake Bay Tributary (James River Watershed), and must be applicable to Newport News City in accordance with § 62.1-44.19:21 of the Code of Virginia. The requested amount of phosphorous credits purchased will be accompanied by the bank’s nutrient registration certificate and credit release letters showing the corresponding reductions of nitrogen and sediment (if applicable) associated with each pound of phosphorous. Bidders must submit a quote for the entire request amount of perpetual phosphorous credits.

II. SCOPE OF WORK/SPECIFICATIONS

A. Bidder’s Minimum Qualifications: All bidders must submit the documentation indicated below with their submission. Failure to provide any of the required documentation shall be cause for bid to be deemed non-responsible or non-responsive and rejected.

1. Bidders shall be the owner or authorized representative of a nutrient bank(s) that is/are approved by the Virginia Department of Environmental Quality (DEQ). The nutrient bank shall be active and operating in compliance with applicable federal and state permits, laws and regulations and be in good regulatory standing. A letter from the DEQ authorizing the bank to operate shall be in included with the submission.

2. The nutrient bank must be certified in accordance with §62.1-44.19:20, and must be physically located within one of the following Hydrologic Unit Codes (HUC’s): 02080206.

3. The nutrient bank shall have obtained release for sale by the DEQ and obtain approval from contract purchase on the date of bid submission the required number of perpetual phosphorous credits specified herein, or a portion of the required number. A copy of each nutrient bank current ledger must be provided with the submission as proof of the number of perpetual nutrient (and sediment, if applicable) credits available and approved for sale by DEQ.

4. The nutrient bank shall include with its bid submission the Bank’s typical Agreement for Credit Purchase & Sale. This agreement is subject to review and approval by the University.

5. Any additional authorizations or approvals required by the DEQ or other regulatory organizations regarding the use or availability of nutrient bank credits must be completed prior to the date of bid submission and include with the bid submission.

B. Specifications:

1. The University anticipates the need to purchase 0.5 pounds of perpetual phosphorous credits, along with the corresponding reduction in nitrogen and sediment to be counted towards reductions required by the Newport News City MS4 permit Chesapeake Bay TMDL Action.

Plan.

2. The Bidder’s offered credits shall remain available for purchase by the University for a period of 90 days following bid submission.

3. Within seven (7) days after receipt of the Notice of Award, the successful bidder shall provide an executed copy of the Agreement for Credit Purchase & Sale, the form and format of which has been pre-approved by the University. Within seven (7) days after receipt of purchase order, the successful bidder shall provide:

i. A written letter of credit availability stating that the type and number of nutrient credits have been reserved for use by the University;

ii. An updated bank ledger or other proof of credit availability acceptable to the University;

and

iii. An invoice for the credit purchase.

4. Within ten (10) days after receipt of payment of the invoice, the successful bidder shall provide the University with a Bill of Sale for the type and number of credits purchased and a copy of the letter transmitted by the successful bidder to the DEQ verifying the sale and conveyance of the nutrient credits to the University.

C. Service: The Bidder shall have an agent or representative available to coordinator delivery and/or resolve any matters pertaining to the order.

Please fill in the following information about your agent or representative.

Name

Address

Telephone

Cell

Email

D. Pricing Schedule: The successful bidder shall furnish all material, labor, equipment, transportation and incidentals in accordance with the conditions of the quote and specifications:

Item Description Quantity Unit Price Extended Price

1. Perpetual Phosphorous Nutrient Credits for ISC-3 0.50 pounds $ $

Grand Total 0.50 pounds

E. Quote Preparation:

1. Questions and Addenda: Bidders shall carefully examine this Request for Quotation and any addenda. Bidders are responsible for seeking clarifications, in writing, of any ambiguity, conflict, omission, or other errors in the RFQ. Questions should be addressed to the Buyer listed on the Cover Page. If the answer materially affects the RFQ, the information will be incorporated into an addendum and posted on www.eva.virginia.gov. This RFQ and any Addenda shall be incorporated, by reference, into any resulting contract. Bidder is responsible for checking the eVA web site or contacting the Issuing Office within 48 hours prior to the bid closing to secure any Addenda issues as part of this RFQ.

http://www.eva.virginia.gov/

2. The deadline for submitting questions under this RFQ is 11:00 AM EST, February 19, 2024.

Oral comments and/or instructions do not form a part of this RFQ. All questions MUST be in the form of an email to Buyer listed on the Cover Page. Verbal questions shall not be allowed.

3. Interested suppliers are asked to provide the following: 1. Responses to this RFQ must be received no later than 12:00 PM EST, February 28, 2024. Response must include the requested information as outlined in the scope of work and pricing. Please submit electronic responses via email at Danielle.henley@cnu.edu. Christopher Newport University may elect not to review any responses received after this date and time. Preferred formats: MS Word or PDF.

III. GENERAL TERMS AND CONDITIONS

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.

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

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.

mailto:Danielle.henley@cnu.edu http://www.eva.state.va.us/

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.

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

APPLICABLE LAWS AND COURTS: This solicitation and any resulting contract shall be governed in all respects by the laws of the Commonwealth of Virginia, without regard to its choice of law provisions, and any litigation with respect thereto shall be brought in the circuit courts of the Commonwealth. The University and the contractor are encouraged to resolve any issues in controversy arising from the award of the contract or any contractual dispute using Alternative Dispute Resolution (ADR) procedures (Governing Rules §56). The contractor shall comply with all applicable federal, state and local laws, rules and regulations.

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

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

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

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.

CIVILITY IN UNIVERSITY’S FACILITIES: 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-bulling, 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 training on civility in the University’s facilities. Upon request, the contractor shall provide documentation that each Contract Worker has received such training.

For purposes of this Section, “University’s facilities” includes any location, permanent or temporary, occupied by a University student, staff, faculty or public for any educational, work-related duty, entertainment-related attendance 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.

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

This Section creates obligations solely on the part of the contractor. Employees or benefit other third parties may 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 University and not by employees or other third parties.

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.

DEBARMENT STATUS: By submitting their bids/proposals, bidders/offerors certify that they are not currently debarred 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.

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.

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.

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.

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

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

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

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

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

http://www.eva.virginia.gov/

E-VERIFY PROGRAM: Any contractor with more than an average of 50 employees for the previous 12 months entering into a contract in excess of $50,000 with the University to perform work or provide services pursuant to such contract shall register and participate in the E-Verify program to verify information and work authorization of its newly hired employees performing work pursuant to such public contract. Any such employer who fails to comply with these provisions shall be debarred from contracting with any agency of the Commonwealth for a period up to one year. Such debarment shall cease upon the employer’s registration and participation in the E-Verify program. If requested, the employer shall present a copy of their Maintain Company page from E-Verify to prove that they are enrolled in E-Verify.

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.

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

MANDATORY USE OF STATE FORM AND TERMS AND CONDITIONS:

Failure to submit a bid on the official state form provided for that purpose may be a cause for rejection of the bid.

Modification of or additions to the General Terms and Conditions of the solicitation may be cause for rejection of the bid; however, the University reserves the right to decide, on a case-by-case basis, in its sole discretion, whether to reject such a bid.

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

PAYMENT:

1. To Prime Contractor:

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

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

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

https://law.lis.virginia.gov/vacode/title8.01/chapter21.1/section8.01-581.15/

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

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

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

2. To Subcontractors:

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

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

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

b. The contractor is obligated to pay the subcontractor(s) interest at the rate of one percent per month (unless otherwise provided under the terms of the contract) on all amounts owed by the contractor that remain unpaid seven (7) days following receipt of payment from the University, except for amounts withheld as stated in

(2) above. The date of mailing of any payment by U. S. Mail is deemed to be payment to the addressee.

These provisions apply to each sub-tier contractor performing under the primary contract. A contractor’s obligation to pay an interest charge to a subcontractor may not be construed to be an obligation of the University.

3. Each prime contractor who wins an award in which provision of a SWaM procurement plan is a condition to the award, shall deliver to the contracting agency or institution, on or before request for final payment, evidence and certification of compliance (subject only to insubstantial shortfalls and to shortfalls arising from subcontractor default) with the SWaM procurement plan. Final payment under the contract in question may be withheld until such certification is delivered and, if necessary, confirmed by the agency or institution, or other appropriate penalties may be assessed in lieu of withholding such payment.

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

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.

QUALIFICATIONS OF BIDDERS/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.

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.

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.

IV. SPECIAL TERMS AND CONDITIONS

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

CANCELLATION OF CONTRACT: The purchasing agency 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 also be terminated by the contractor, 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.

CONTINUITY OF SERVICES:

a) The Contractor recognizes that the services under this contract are vital to the Agency and must be continued without interruption and that, upon contract expiration, a successor, either the Agency or another contractor, may continue them. The Contractor agrees: (i) To exercise its best efforts and cooperation to affect an orderly and efficient transition to a successor;

(ii) To make all Agency owned facilities, equipment, and data available to any successor at an appropriate time prior to the expiration of the contract to facilitate transition to successor; and

(iii) That the Agency Contracting Officer shall have final authority to resolve disputes related to the transition of the contract from the Contractor to its successor.

b) The Contractor shall, upon written notice from the Contract Officer, furnish phase-in/phase-out services for up to ninety (90) days after this contract expires and shall negotiate in good faith a plan with the successor to execute the phase-in/phase-out services. This plan shall be subject to the Contract Officer’s approval.

c) The Contractor shall be reimbursed for all reasonable, pre-approved phase-in/phase-out costs (i.e., costs incurred within the agreed period after contract expiration that result from phase-in, phase-out operations) and a fee (profit) not to exceed a pro rata portion of the fee (profit) under this contract. All phase-in/phase-out work fees must be approved by the Contract Officer in writing prior to commencement of said work.

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.

V. METHOD OF PAYMENT

Invoices shall be submitted directly to the University Business Office:

Christopher Newport University Attn: Accounts Payable 1 Avenue of the Arts Newport News, VA 23606-3072.

apinvoices@cnu.edu

The University will remit payment within thirty (30) days from receipt of each invoice.

VI. ATTACHMENTS

Attachment A: CONFLICT OF INTEREST STATEMENT

Attachment B: VENDOR DATA SHEET

Attachment C: STATE CORPORATION COMMISSION FORM mailto:apinvoices@cnu.edu

Attachment A Conflict of Interest Statement

Notice to offeror: ensure that the solicitation is thoroughly read and completed. Complete, sign, and return the information requested below with your bid.

NAME:

ADDRESS:

CITY/STATE:

TELEPHONE NUMBER:

FAX NUMBER:

FEDERAL IDENTIFICATION NUMBER (FIN):

DUNS NUMBER:

THE ABOVE FIRM IS A: (CHECK AS APPLICABLE)

( ) SMALL BUSINESS

( ) INDIVIDUAL BUSINESS

( ) WOMAN-OWNED BUSINESS

( ) SOLE PROPRIETORSHIP

( ) MINORITY-OWNED BUSINESS

( ) PARTNERSHIP

( ) SHELTERED WORKSHOP

( ) CORPORATION

( ) FAITH BASED ORGANIZATION

RELATIONSHIP WITH THE COMMONWEALTH OF VIRGINIA:

IS ANY MEMBER OF THE FIRM AN EMPLOYEE OF THE COMMONWEALTH OF VIRGINIA WHO HAS A

PERSONAL INTEREST IN THIS CONTRACT PURSUANT TO THE CODE OF VIRGINIA, SECTION 2.1-639.1 -639.24?

( ) YES ( ) NO

IF YES, PLEASE EXPLAIN:

OFFEROR SIGNATURE DATE

NAME OF FIRM BY

DATE TITLE

Attachment B Vendor Data Sheet

Note: The following information is required as part of your response to this solicitation.

1. Qualification: The vendor must have the capability and capacity in all respects to satisfy fully all of the contractual requirements.

2. Vendor’s Primary Contact:

Name: Phone: Email:

3. Years in Business: Indicate the length of time you have been in business providing this type of good or service:

Years Months

4. Vendor Information:

eVA Vendor ID or DUNS Number:

5. Indicate below a listing of at least four (4) current or recent accounts, either commercial or governmental, that your company is servicing, has serviced, or has provided similar goods. Include the length of service and the name, address, and telephone number of the point of contact.

A. Company: Contact:

EMAIL:

Phone :( ) Fax: ( )

Project:

Dates of Service: $ Value:

B. Company Contact:

Phone :( ) Fax: ( )

C. Company: Contact:

Phone :( ) Fax :( )

D. Company: Contact:

Phone :( ) Fax :( )

I certify the accuracy of this information.

Signed: Title: Date:

Attachment C

State Corporation Commission Form

Virginia State Corporation Commission (SCC) registration information. The offeror:

is a corporation or other business entity with the following SCC identification number: -OR-is not a corporation, limited liability company, limited partnership, registered limited liability partnership, or business trust -OR-is an out-of-state business entity that does not regularly and continuously maintain as part of its ordinary and customary business any employees, agents, offices, facilities, or inventories in Virginia (not counting any employees or agents in Virginia who merely solicit orders that require acceptance outside Virginia before they become contracts, and not counting any incidental presence of the offeror in Virginia that is needed in order to assemble, maintain, and repair goods in accordance with the contracts by which such goods were sold and shipped into Virginia from offeror’s out-of-state location) -OR-is an out-of-state business entity that is including with this proposal an opinion of legal counsel which accurately and completely discloses the undersigned offeror’s current contacts with Virginia and describes why those contacts do not constitute the transaction of business in Virginia within the meaning of § 13.1-757 or other similar provisions in Titles 13.1 or 50 of the Code of Virginia.

**NOTE** >> Check the following box if you have not completed any of the foregoing options but currently have pending before the SCC an application for authority to transact business in the Commonwealth of Virginia and wish to be considered for a waiver to allow you to submit the SCC identification number after the due date for proposals (the Commonwealth reserves the right to determine in its sole discretion whether to allow such waiver):