Snack Vending Machines and Management Services RFP.pdf

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West Virginia University

Request for Proposal (“RFP”)

RFP No. RFP202590000651

For more information about WVU, please visit www.wvu.edu.

TITLE: Snack Vending Machines and Management Services

PROPOSAL DUE DATE: Friday, June 20, 2025 at 4:00PM EST

PRE-PROPOSAL MEETING: N/A

PROCUREMENT OFFICIAL: Mikinna Russell mikinna.russell@mail.wvu.edu

I. INTRODUCTION AND OVERVIEW OF SOLICITATION

A. OVERVIEW OF SOLICITATION

West Virginia University (“WVU” or “University”) seeks proposals from qualified proposers (“Service Providers”) to operate and maintain vending services, with optional self-checkout and ready-to-go food service options across WVU’s main campus in Morgantown, WV and Potomac State College (“PSC”) in Keyser, WV.

B. SOLICITATION SCHEDULE

The following is an anticipated Solicitation Schedule. The University may, in its sole discretion change this schedule at any time. If the University changes dates in the schedule before the deadline for receipt of Proposals, it will do so by an addendum to this RFP. It is each prospective Proposer’s responsibility to check the University’s e-bidding system (“WVU Public Bid Site”) for current information regarding this RFP and its timelines.

RFP Publication Wednesday, June 4, 2025 at 1:00PM EST

Question Deadline (posted to Q&A Board) Tuesday, June 17, 2025 at 4:00PM EST

Proposal Due Date (“Due Date”) Friday, June 20, 2025 at 4:00PM EST

Anticipated Contract Start Date July 2025

C. PRE-PROPOSAL MEETING:

Participation is ☐ required / ☐ not required.

☒ No Pre-Proposal Meeting To Be Held.

http://www.wvu.edu/ https://bids.sciquest.com/apps/Router/PublicEvent?CustomerOrg=WVUMarketplace

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II. SCOPE OF SERVICES

West Virginia University (“WVU” or “University”) seeks proposals from qualified proposers (“Service Providers”) to operate and maintain vending services, with optional self-checkout and ready-to-go food service options across WVU’s main campus in Morgantown, WV and Potomac State College (“PSC”) in Keyser, WV.

Services shall include but are not limited to:

• Transitioning existing equipment to new service arrangements

• Providing new or updated vending machines, micro markets, self-checkout kiosks, or similar ready-to-go options

• Full-time repair and maintenance services

• Compliance with current PCI DSS 4.0 (https://www.pcisecuritystandards.org/)

• Meeting all applicable WVU insurance requirements

Solutions must be unmanned, meaning no staffed food service counters, and must not overlap or interfere with WVU’s Dining Services program.

The University expects the selected Service Provider to deliver:

• High-quality, energy-efficient, and branded equipment

• Comprehensive maintenance and rapid repair services

• Predictable and reliable stocking and restocking operations

• Cashless, mobile, and campus card-compatible payment systems, including Mountie Bounty (see notes below)

• All network services or Internet connectivity required for its devices; this is typically achieved with cellular service.

• Accurate reporting and transparent invoicing

• On-campus marketing support to drive usage and satisfaction

• Professional, courteous service personnel

The term of the resulting contract will be five (5) years, with renewal options at the University’s discretion.

Notes:

https://www.pcisecuritystandards.org/

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• Machine Locations: See “Machine Locations” list below. WVU reserves the right to change or add locations as needed. Please use this as a baseline. They are all currently standard snack vending machines.

• Student Enrollment Data: Available at https://dataoffice.wvu.edu/

• Requirements and Exclusions: No services may overlap with WVU's manned dining operations or interfere with our Coca-Cola Pouring Rights agreement. Only unmanned, self-service, or automated options are acceptable.

• Additional Clarifications: WVU retains the right to negotiate final details after award to meet changing campus needs.

• Mountie Bounty: Mountie Bounty is a convenient debit plan that allows you to place dollar amounts on your Mountaineer Card for later use. Mountie Bounty balances are carried forward each year and are used differently than Dining Dollars. See https://www.wvu.edu/faq/what-is-mountie-bounty for more information.

• Information Security: An approved University ITS purchase request will be required for the successful proposer before the contract is finalized. WVU current standards can be found here: https://it.wvu.edu/policies-and-procedures/security

Machine Locations:

1. Evansdale Campus:

• Agriculture Sciences

• Allen Hall

• Towers

• Braxton

• Brooks

• Bennett

• Lyon

• Creative Arts Center

• Coliseum

• Engineering Sciences

• Evansdale Library

• Health Sciences

• Percival Hall

• Physical Plant Roads

• Grounds Building

• Lincoln Hall

• Student Health Services

• University Park https://dataoffice.wvu.edu/ https://www.wvu.edu/faq/what-is-mountie-bounty https://it.wvu.edu/policies-and-procedures/security

Page 4 of 17 Last Updated 7/2024 o Building 6 floor 2 o Building 2 floor 1 o Building 2 floor 2 o Building 3 floor 2 o Building 5 floor 2

2. Downtown Campus:

• Armstrong Hall

• White Hall

• Arnold Hall

• Boreman Hall

• Brooks Hall

• Business & Econ. College

• Chitwood Hall

• Dadisman Hall o 1st Floor o 4th Floor

• Daily Athenaeum

• E. Moore Hall

• Hodges Hall

• Honors Hall

• Knapp Hall

• Life Sciences

• Mountain Lair

• Oglebay

• Puriton House

• Reynolds Hall

• Stalnaker Hall

• Stewart Hall

• Summit Hall

• Vandalia Hall

• Wise Library

• Woodburn Hall

3. Off Campus Locations:

• One Waterfront o 2nd Floor o 3rd Floor o 4th Floor

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• Marina Tower

• Fairmont (NASA)

• Law School

4. Potomac State Campus:

• Administration Building

• Science Building

• Student Union

• New Dormitory (University Place)

• Gym

III. RESPONSE REQUIREMENTS & EVALUATION CRITERIA

All responses must be formatted with the items and in the sequence as presented in this Section of the RFP. Except as otherwise set forth herein, Section III outlines the minimum requirements for the preparation and presentation of a response. Failure to comply may result in rejection of the response. The Proposal should be specific and complete in every detail, prepared in a simple and straightforward manner.

Proposers are expected to examine the entire RFP, including all specifications, standard provisions and instructions. Failure to do so will be at the Proposers’ risk. Each Proposer shall furnish the information required by the RFP.

Evaluation Criteria: The following evaluation factors will be used in determining the best-qualified Proposal:

Criteria Allocated Points Qualifications and Experience 15 Points Technical Solution and Offerings 20 Points Implementation and Innovation 25 Points Financial Proposal 40 Points

Total 100 Points

For each item and qualification in the Scope of Services and Response Requirements Section, submit detailed information regarding your firm’s qualifications and experience as it pertains to the higher education environment. Describe in detail the services your company can provide to WVU, your ability to meet the requirements, your experience in providing the services, and specifically how you will provide the service to the WVU community. This information includes, but it not limited to, the questions and criteria listed within this section.

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A. Qualifications and Experience (15 Points)

1. How does your company uniquely position itself to better serve a large, multi-campus university compared to other providers?

2. Provide a brief history of your organization, including structure and years in business.

What differentiators, innovations, or value-added services do you offer?

3. Identify the key personnel who would be assigned to this project and their roles.

4. Detail your company's ownership of machines and auxiliary equipment or submit proof of equipment ownership through affiliates.

5. Describe projects of similar size and scope your organization has completed within the past two years.

6. Provide at least three (3) references, preferably from higher education institutions, including name, title, organization, email address, and phone number.

7. Summarize your company's commitment to meeting the WVU Supplier Code of Conduct (https://procurement.wvu.edu/files/d/79435143-86af-40da-a41f-6b96e0d8b592/supplier-code-of-conduct.pdf ).

B. Technical Solution and Offerings (20 Points)

1. Provide a complete list of proposed offerings, including snack items, coffee, beverages, refrigerated and frozen products, and ready-to-go meals.

2. Describe your healthy product mix strategy, meeting the University’s preferred ratio of 1 healthy product to 3 standard products.

3. Provide examples or photos of proposed equipment models and proposed branding for WVU, or past branding for past clients.

4. Describe your remote monitoring and reporting capabilities, including real-time sales data access for the University, and what network services you will be using.

5. Detail your approach to managing product recalls, out-of-stock situations, and refunds.

6. Explain how you would stock for regular operations and special events (e.g., commencement, major games), including the regional campus of PSC.

7. Outline your service call procedures, expected response times, and repair guarantees.

8. Describe your staffing plan to ensure efficient coverage across all campus locations.

9. Address how you would handle increases or decreases in machine locations over time.

https://procurement.wvu.edu/files/d/79435143-86af-40da-a41f-6b96e0d8b592/supplier-code-of-conduct.pdf https://procurement.wvu.edu/files/d/79435143-86af-40da-a41f-6b96e0d8b592/supplier-code-of-conduct.pdf

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10. Outline your training and communication plans to ensure smooth operations and end-user support.

C. Implementation and Innovation (25 Points)

1. Provide a detailed deployment and transition plan, including key timeline milestones.

The initial transition must be fully completed prior to August 15, 2025. Proposals for additional upgrades or enhancements may be phased and scheduled for later implementation, subject to University approval.

a. Describe any micro markets, self-checkout kiosks, or automated meal vending options you propose to either replace existing machines or supplement the current list of locations. Please include details on the type of technology, proposed product offerings, and how your solution would enhance service availability without overlapping with WVU’s manned dining operations. Also include any facility requirements for these offerings, such as power or other physical and technical requirements.

b. Provide a detailed listing of equipment (quantity, type, etc.) proposed for each campus.

2. What innovations (technological, operational, or service-related) do you propose to enhance the WVU campus experience?

3. How will you partner with WVU on health, sustainability, and student engagement initiatives? Outline how your equipment and systems comply with Energy Star (or equivalent) standards and WVU’s sustainability goals.

4. How flexible is your solution to accommodate future growth, new technologies, or changing consumer trends?

CI. Financial Proposal (40 Points)

1. Submit a detailed commission structure proposal, including the guaranteed minimum annual commission, with a fifty-thousand dollar target ($50,000), payable quarterly in advance.

2. Outline your proposed pricing and anticipated profit margins by category.

3. Explain your process of managing and requesting price adjustments, supported by market documentation.

4. Propose any alternative or innovative revenue-sharing models that would benefit

WVU.

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IV. RFP RULES AND GUIDELINES

A. COMMUNICATIONS

Throughout the procurement process, all communication, outside of those submitted under “Explanations and Clarifications” as described herein, between the Proposer and the University shall be with the Procurement Official identified above. “Proposers” includes subcontractors at all levels and joint venture members, where applicable.

Discussions or communications regarding this solicitation with any other individuals associated in any capacity with the University, its consultants, contractors or members of its Board of Governors, or members of any Evaluation Committee are prohibited, unless otherwise approved in writing by the Procurement Official. Discussions or communications with any other person, regardless of the format, could result in disclosure of proprietary or other competitive sensitive information or otherwise create the appearance of impropriety or unfair competition and, thereby, compromise the integrity of University’s procurement process.

Proposers shall provide immediate written notice to the Procurement Official any time contact has not been limited to the Procurement Official concerning this solicitation, whether initiated by the Proposer or by other University employees, consultants, contractors or members of its Board of Governors. Any violation of this prohibition may result in the disqualification of the Proposer from further participation in this solicitation, and from award of any contract or subcontract under this solicitation.

By submitting, the Proposer certifies that it is in compliance with the above.

B. REVISIONS, EXPLANATION, AND CLARIFICATIONS TO THE RFP

Any explanation or clarification desired by a Proposer regarding the meaning or interpretation of any part of this solicitation must be submitted in writing by an authorized representative of the Proposer through the Q&A Board on the WVU Public Bid Site with a clear cross-reference to the relevant RFP section. Requests for explanations or clarifications must be submitted on or before the deadline for questions. Requests for clarification received after this deadline may not be considered and the University is under no obligation to address them.

Written explanations or clarifications provided to a Proposer concerning an interpretation of the solicitation shall be furnished to all Proposers if such information is necessary in submitting Proposals or if the lack of such information would be prejudicial to uninformed Proposers. The Proposer must check the Q&A Board throughout the procurement process to view all applicable information. The University is under no further obligation to ensure that Proposers receive explanations or clarifications.

Oral explanations or clarifications given before the award of any contract, at any pre-proposal conferences or otherwise, do not serve to modify the solicitation and will not be binding on the University.

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Suggestions for RFP revision may be submitted to the Procurement Official by posting on the WVU Public Bid Site. This is an opportunity for prospective Proposers, prospective partnership members, and others to provide feedback to inform RFP revisions if needed.

The University also reserves the right to cancel or to reissue the RFP, in whole or in part, prior to execution of a contract.

C. MODIFICATION/ACKNOWLEDGMENT OF SOLICITATION ADDENDA

The University reserves the right to modify or amend the solicitation. If it is amended, then all terms and conditions which are not modified remain unchanged.

When the solicitation is modified or amended, the Procurement Official shall post a solicitation addendum on the WVU Public Bid Site. The University is under no further obligation to ensure that Proposers receive addenda.

An Addendum may be issued for many reasons including, but not limited to, (a) making changes or corrections to the RFP; (b) clarifications, revisions, additions or deletions to the goods or services specifications; (c) providing information necessary to ensure fair and competitive solicitation (i.e. used in cases where one Proposer has received information that other Proposers have not); (d) extension or postponement of the Due Date, or other RFP date, due to University need or Proposer request; or (e) any other reason determined by the Procurement Official to be necessary or advantageous to the University.

The CPO or designee may extend the Proposal Due Date, if doing so is in the best interest of the University. Additionally, Proposers who contact the Procurement Official prior to the Due Date, may request to extend the Due Date, such issuance of an extension is at the University’s sole discretion. Such postponement shall be accomplished through an Addendum to the RFP, which shall be published and distributed through the WVU Public Bid Site.

D. PREPARATION OF PROPOSALS – GENERAL

1. Examine the Entire Solicitation. Prior to submission of Proposals, Proposers are expected to thoroughly examine all provisions of and Attachments, Appendices, and/or Addendums to the solicitation, whether incorporated by reference or otherwise.

Failure to do so will be at the Proposer’s risk and will not be a basis for the Proposer to request relief of any kind prior to or after contract award.

2. Exceptions to Solicitation. If the Proposer cannot accept WVU’s terms, conditions or requirements, the Proposer shall raise their exceptions in their Proposals. It is the University’s sole discretion as to whether or not it will accept or deny any exceptions raised by Proposers.

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3. Furnish Information. Proposers shall furnish all information required by the

Solicitation. Unnecessarily elaborate Proposals or lengthy presentations are not desired or required; however, Proposals should be clear, concise, and include sufficient detail for effective evaluation. The Proposer is cautioned that it is the Proposer’s sole responsibility to submit information related to the evaluation categories, and that WVU is under no obligation to solicit such information if it is not included in its Proposal. Failure by the Proposer to submit such information may cause an adverse impact on the evaluation of its Proposal.

4. General Format. To provide uniformity and to facilitate comparison of Proposals, all information submitted should clearly refer to the page number, section, or other identifying reference in this RFP. All information submitted must be noted in the same sequence as its appearance in this RFP.

If a pricing document is provided to Proposers, all pricing must be completed within that document. Failure to utilize supplied pricing documents may result in disqualification from the RFP process.

5. Required Signatures. All Proposals must be submitted by an individual authorized to extend a formal Proposal. The University accepts electronic signatures. By submitting the Proposal, the Proposer certifies compliance with the signature authority required.

6. Alternate Proposals. Proposers may submit more than one Proposal. All Proposals must comply with the requirements of the RFP except that additional Proposals may incorporate, by reference, repetitive information which is provided in the original Proposal. Such alternative proposals should be clearly marked as an alternate to clearly delineate from proposer’s official proposal.

7. Proprietary Information or Other Confidential Information. Proposals submitted in response to this solicitation shall become the property of the University. All Proposals received shall remain confidential until the contract(s), if any, resulting from this RFP are signed by an authorized representative of the University and the Apparent Successful Proposer; thereafter, the Proposals shall be deemed public records as defined in W. Va. Code § 29B-1-1, et seq. commonly referred to as the West Virginia Freedom of Information Act.

Proposer must clearly designate any information in the Proposal that the Proposer desires to claim as proprietary and exempt from disclosure under the provisions of W.

Va. Code § 29B-1-1 et seq. or other state or federal law that provides for the nondisclosure of your document. The page must be identified, as well as the particular exception from disclosure upon which the Proposer is making the claim. Each page claimed to be exempt from disclosure must be clearly identified by the word “Confidential” printed on the lower right-hand corner of the page.

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The University will consider a Proposer’s request for exemption from disclosure;

however, the University will make a decision predicated upon W. Va. Code § 29B-1- 1 et seq. Designating the entire Proposal exempt from disclosure will not be honored.

The Proposer must be reasonable in designating information as confidential. If any information is designated as proprietary in the Proposal, such information will not be made available until the affected Proposer has been given an opportunity to seek a court injunction against the requested disclosure if such time can be provided without violation of complying with W. Va. Code § 29B-1-1 et seq.

8. Use of Subcontractors. If the Proposer intends to use subcontractors to perform any portion of the work or to provide any of the parts or equipment described in this RFP, this must be clearly stated in the Proposal. The Proposer’s response must include a description of which portion(s) of the work that will be sub-contracted and the names and addresses of potential subcontractors under the contract. The University reserves the right to reject any proposed Subcontractor of the Proposer. Proposer may not change or revise any subcontractor after the Proposal is submitted without the written approval of WVU.

9. Proposal Preparation Costs. The University shall not be liable for any costs incurred by a Proposer in responding to this RFP, regardless of whether the University awards a contract through this process, cancels this RFP for any reason, or contracts through another RFP or another process.

10. Errors and Omissions. The Proposer is expected to comply with the true intent of this

RFP taken as a whole and shall not avail itself of any errors or omissions to the detriment of the University. Should the Proposer suspect any error, omission, or discrepancy in the scope of work or other portions of the RFP, the Proposer shall immediately notify the University, in the Q&A Board, and the University shall issue written instructions to be followed. The Proposer is responsible for the contents of its Proposal and for satisfying the requirements set forth in the RFP.

11. Firm Offer Period. Offers must be kept firm for acceptance by the University for at least one hundred twenty (120) days after the date that Proposals are due. Proposals with acceptance periods of less than one hundred twenty (120) days may be considered non-responsive. The Proposer may specify a longer period than indicated here. If the Proposer indicates no time period for acceptance, the Proposal will be considered firm for one hundred twenty (120) days and thereafter until written notice to the contrary is received.

E. PROPOSAL SUBMISSION & FORMAT

1. Proposal Submission.

The Proposal must be submitted through the WVU Public Bid Site no later than the Due Date and Time listed on the first page of this RFP. The University does not

Page 12 of 17 Last Updated 7/2024 assume responsibility for problems with Proposer’s computer/servers or other electronic issues.

Proposers should allow sufficient time to ensure timely receipt of the Proposal by the University. Late Proposals will not be accepted and will be automatically disqualified from further consideration unless the University’s electronic submission method is found to be at fault. If you are having technical difficulty, you may contact the Procurement Official prior to the submission Due Date and Time to possibly arrange submission thru email, Dropbox or a comparable file sharing method.

Proposals may not be transmitted by fax, email, or mail unless prior permission is received from the Procurement Official.

2. Proposal Format for Submission. The Proposal response shall be set out in the format outlined in Section III (“Response Requirements and Evaluation Criteria”) of this RFP.

These sections represent the minimum amount of information required by the University. Proposers are encouraged to add content if needed; however, unnecessarily elaborate Proposals are discouraged. When possible, the Proposal shall be submitted in a single file PDF, unless otherwise allowed or requested within this RFP, with an accompanying Excel file, when needed. Zipped files should not be used for submission of Proposals.

F. PROPOSAL MATERIALS

The Proposal material and accompanying documentation submitted in response to the RFP becomes the property of the University upon submission to the University and may be appended, if necessary, to any formal document which would further define or expand the contractual relationship between the University and the Proposer. All of the material will be considered as part of this RFP.

G. WITHDRAWAL AND MODIFICATION OF PROPOSALS

Proposal withdrawals shall be submitted through the WVU Public Bid Site prior to the Due Date and Time set forth in the RFP. Withdrawals must be made on company letterhead and signed by an authorized representative of the Proposer. Once withdrawn, the Proposer may modify and resubmit their Proposal before the Due Date and Time.

Any modification of a Proposal should be prepared on company letterhead, signed by an authorized representative, and state that the new document supersedes or modifies the prior Proposals, and submitted to the University as required pursuant to this RFP.

H. REJECTION OF PROPOSALS

The University reserves the right at its sole discretion to reject any and all Proposals received without penalty and not to issue a contract as a result of this RFP. If any Proposal

Page 13 of 17 Last Updated 7/2024 is rejected, a written explanation prepared by the CPO, or designee, shall be noted in the Procurement File.

I. LATE SUBMISSIONS

Any Proposal, withdrawal, or modification received after the Due Date and Time will not be considered, unless the University’s electronic submission method is found to be at fault. If Proposer encounters technical difficulty, Proposer may contact the Procurement Official prior to the submission Due Date and Time to potentially arrange other submission methods. The electronic clock on the WVU Public Bid Site shall be considered the official timepiece used to determine whether the Proposal, withdrawal, or modification was late.

J. PROPOSAL EVALUATION

1. Proposal Opening. Proposals, modifications, and withdrawals shall be opened via the

WVU Public Bid Site. Upon receipt of Proposals, the Procurement Official will initiate the evaluation and selection process, to include a general review to determine if Proposals comply with the solicitation provisions and contain the required information and submittals. If they do not, the Procurement Official may reject them.

2. Evaluation Committee. An Evaluation Committee will be appointed to evaluate Proposals. Appointments are at the sole discretion of the University.

3. Substantiation of Proposals. The University reserves the right to require each

Proposer to substantiate any aspect of the Proposal, its own qualifications for providing the services required, and any other area of interest relative to the Proposal response.

4. Evaluation Criteria. The evaluation factors identified in Section III of this RFP will be used in determining the best qualified Proposal that is most advantageous to the University. The Evaluation Committee shall utilize the consensus scoring method as outlined in Appendix C of the Procurement Manual, unless otherwise approved by the Chief Procurement Officer or designee.

5. Oral Presentations. The University may, after evaluating the written Proposals, elect to schedule oral presentations with requested Proposers. Should oral presentations become necessary, the University will contact the selected Proposers from the written evaluation to schedule a date, time, and location. Commitments made by the Proposer at the oral interview, if any, will be considered binding. The University may update initial scoring based on Proposer interviews at its discretion.

6. Discussions/Negotiations. If discussions or negotiations occur, they may include both the technical and financial aspects of the Proposals.

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7. Best and Final Offers. The University may initiate a best and final offer as part of the solicitation process between Proposers who the University believes are in a competitive range. In addition, when Proposals are evaluated and two or more Proposers receive the same Consensus Score, the tie shall be broken, and an award made by allowing the tied Proposers to make a best and final offer. If a tie is not broken by a “best and final offer,” then the tie may be broken by a flip of a coin, or any other impartial method deemed prudent by the CPO.

8. Final Negotiations of Terms/Conditions with Best Proposer. Following the selection of the best Proposal, the University and selected Proposer may enter into negotiations to arrive at mutually agreeable terms and conditions. The contents of the selected Proposal may become contractual obligations of the contract. Failure of the Proposer to accept or negotiate, in good faith, the Proposal obligations into a contract may result in rejection of the Proposal. If the University is unable to negotiate a mutually satisfactory contract with the best Proposer, negotiations shall be formally ended with the Proposer and begun with the next best Proposer. Negotiations shall be undertaken in this manner until a mutually satisfactory contract has been negotiated or the solicitation is canceled. The University will demonstrate “good faith” in reaching a mutually acceptable contractual agreement. Notwithstanding this, there are certain conditions that are unacceptable to the University. See Section V of this RFP for a non-exhaustive list of provisions that are unacceptable to the University.

K. AWARD OF CONTRACT

1. Basis of Award. The University will award a contract based upon the evaluation of

Proposals. The University may award a contract, based solely on initial Proposals.

Accordingly, initial Proposals should be submitted on the most favorable terms from both a technical and price standpoint.

2. Determination of Responsibility. A responsible Proposer is one who affirmatively demonstrates to the University that it has adequate financial resources and the requisite capacity, capability, and facilities to perform the contract, has a satisfactory record of performance on other comparable projects, has a satisfactory record of integrity and business ethics, and is otherwise qualified and eligible to receive award under the solicitation and laws or regulations applicable to the procurement. The University reserves the right to investigate the capabilities of Proposers, confirm any part of the information furnished by a Proposer, and require other evidence to determine that the Proposer is responsible.

3. Rejection of Proposals & Waiver of Minor Information/Irregularities. The University reserves the right to reject any or all Proposals in part or in total for any reason, to accept any Proposal if considered best for its interest, and to waive informalities and minor irregularities in Proposals received, commensurate with best public procurement practices.

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4. Notice of Award. Any award of a contract resulting from this RFP will be made only by an authorized WVU Employee.

L. CANCELLATION OF SOLICITATION

The University may cancel this solicitation at any time before or after receipt of Proposals.

M. COMPLAINTS OR PROTESTS

Complaints or protests associated with this solicitation must be submitted in accordance with the University’s Procurement Manual.

V. REQUIREMENTS FOR FINAL CONTRACT

The University may provide a sample contract and its terms and conditions as an Attachment to this RFP. If the University provides a sample contract, the Apparent Successful Proposer will be expected to enter into a contract that is substantially the same as the sample contract and its terms and conditions. If no sample contract is provided, the University and the Apparent Successful Proposer shall enter negotiations, in good faith, to mutually agree on a bi-lateral contract for such services related to this RFP. In no event is a Proposer to submit its own standard contract terms and conditions in response to this solicitation, unless specifically requested by the University. The Proposer may submit questions or exceptions to any terms and conditions of a provided sample contract or pertaining to the “Prohibited State Terms” listed below to this solicitation. All exceptions to the contract terms and conditions or “Prohibited State Terms” must be submitted through the WVU Public Bid Site. The University will review requested exceptions and accept or reject the same at its sole discretion.

A. PROHIBITED TERMS

WVU’s status as a state agency imposes certain restrictions on its contracting activities that a private university or company does not face. Many standard clauses typically found in commercial contracts cannot be accepted by WVU. The restrictions are based on constitutional and statutory prohibitions. The following provisions, without limitation, are some of the most common provisions that we must strike when negotiating an agreement or contract.

1. Indemnification and/or Hold Harmless. State agencies are constitutionally prohibited from agreeing to indemnify third parties.

2. Limitation of Liability. WVU does not have the authority to prejudice the rights of the State of West Virginia to sue or otherwise enforce a contract by agreeing to a limit on or a waiver of liability.

3. Governing Law of or Venue in a State Other than West Virginia. West Virginia

University does not have statutory authority to accept the governing laws of or venue

Page 16 of 17 Last Updated 7/2024 in another state. As an alternative, the University may agree to be silent on such issues.

4. Confidentiality. WVU is subject to the West Virginia Freedom of Information Act (W.

Va. Code §29B-1-1 et. seq.). Thus, WVU cannot agree to keep the terms and conditions of a contract or agreement confidential.

5. Attorney Fees. As a public institution, the University cannot agree to pay attorney’s fees, court costs, or other litigation expenses in the event of a dispute as that would be a violation of the constitutional gratuities clause.

6. Damage Clauses. Damage clauses that include indirect or incidental damages as additional types of damages payable by WVU is not acceptable.

7. Late Payment/Cancellation Charges/Interest Charges. State agencies are prohibited from agreeing to pay late payments or cancellation charges.

8. Taxes. The State is exempt from most taxes and generally will not agree to contract language which requires the payment of taxes. The University will not agree to reimburse the vendor for the payment of taxes.

9. Binding Arbitration. The University has no statutory authority to agree to binding arbitration and the State Attorney General has exclusive authority and control over all matters of litigation or potential litigation involving State agencies. Thus, University has no authority to limit the type or scope of judicial action.

10. Interest. The University lacks statutory authority to agree to the payment of interest.

11. Funding Clause. The University cannot commit funds on multi-year contracts across Fiscal Years. All contracts across Fiscal Years are subject to fund availability and legislative appropriation. The University has a right to terminate due to non-funding outside the current Fiscal Year. Such termination shall not be an event of default.

B. ELECTRONIC PAYMENT

The University strongly prefers to utilize electronic payments in its transactions. The successful Proposer will be provided a form to complete with the contract to authorize such payment method.

C. INSURANCE COVERAGE

☒ Proposer shall be subject to the standard insurance provisions in this Section.

Page 17 of 17 Last Updated 7/2024

The successful Proposer shall, at its own expense, obtain and keep in force insurance coverage which shall be maintained in full force and effect during the term of the contract. The Proposer shall furnish evidence in the form of a Certificate of Insurance that insurance shall be provided, and a copy shall be forwarded to the University prior to the contract effective date and upon each policy renewal. Additionally, the Proposer is responsible for ensuring that any subcontractors provide and maintain the same levels of insurance as described in this section.

The successful Proposer shall procure, at its own expense, and maintain for the duration of the PO/contract, the following insurance coverage from insurers licensed or registered to do business in the State of West Virginia: (a) Commercial general liability insurance of not less than $1,000,000 per occurrence and $2,000,000 general aggregate;

(b) Worker’s Compensation insurance in accordance with applicable statutory limits (c) Commercial Automobile insurance in the amount of $2,000,000 per occurrence for all owned, non-owned, hired. leased, rented, and employee non-owned vehicles, (d) where applicable, professional liability insurance of $1,000,000 per claim/loss and $2,000,000 annual aggregate, with proof that coverage shall remain in effect for a minimum of three years from the date of completion of the project, (e) where applicable, Cyber Liability insurance of not less than $1,000,000 per occurrence, Supplier shall provide such other insurance as may be required by law. All insurance carried by Supplier in connection with the Services shall list University as an additional insured and such insurance shall be primary and not contributory as to any other insurance the University may have in effect. The Supplier shall provide a certificate of insurance to the University evidencing required coverage prior to commencement of the Services All policies shall provide a minimum of thirty (30) calendar days’ written notice prior to cancellation or material change. The insurance company(ies) providing the above-described coverage shall have an AM Best Rating of no less than (A-) excellent.

By requiring such minimum insurance, WVU shall not be deemed or construed to have assessed the risk that may be applicable to third parties under this agreement. The third party shall assess its own risks and, if it deems appropriate and/or prudent, maintain higher limits and/or broader coverages. The third party is not relieved of any liability or other obligations assumed or pursuant to the contract by reason of its failure to obtain or maintain insurance in sufficient amounts, duration, or types.

Participation is ☐ required / ☐ not required.