Commonwealth of Virginia

Request for Sealed Proposals

Title: Travel Management Services

Due Date: September 11, 2026

Contact Information:

Kita Ashurst Strategic Sourcing Specialist

Kashurst@valottery.com 804-692-7646

Request for Proposals (RFP) ........................................................... ………....PR13393KA

RFP Issue Date ....................................................................... ………….August 11, 2026

Proposal Due Date and Time:……………………………….September 11, 2026; 1:00 pm EST

The Virginia Lottery does not discriminate against faith-based organizations or against an Offeror because of race, religion, color, sex, national origin, age, disability or any other basis prohibited by state law relating to discrimination in employment. The Virginia Lottery encourages firms to provide for the participation of small businesses and businesses owned by minorities and women through partnerships, joint ventures and subcontracting opportunities.

Complete Legal Name of Offeror’s Firm:

Contents

I. PURPOSE:

II. BACKGROUND:

III. STATEMENT OF NEEDS:

IV. PROPOSAL PREPARATION AND SUBMISSION REQUIREMENTS:

A. GENERAL REQUIREMENTS:

V. SPECIFIC PROPOSAL REQUIREMENTS:

VI. EVALUATION AND AWARD CRITERIA:

A. EVALUATION CRITERIA:

B. AWARD OF CONTRACT:

VII. SPECIAL TERMS AND CONDITIONS:

A. ADVERTISING:

B. NOTICE OF MATERIAL LEGAL DISPUTE:

C. AUDIT

D. PROPOSAL ACCEPTANCE PERIOD:

E. CANCELLATION OF CONTRACT:

F. CONFIDENTIALITY OF PERSONALLY IDENTIFIABLE INFORMATION:

G. CONTINUITY OF SERVICES:

H. DISCOUNTS, PROMPT PAYMENT:

I. IDENTIFICATION AND DELIVERY OF PROPOSAL:

J. INDEMNIFICATION:

K. LIMITATION OF LIABILITY:

L. PERFORMANCE, CONTRACTOR:

M. PRIME CONTRACTOR RESPONSIBILITIES:

N. SMALL, WOMEN- AND MINORITY-OWNED (SWAM-OWNED) BUSINESS SUBCONTRACTING

AND EVIDENCE OF COMPLIANCE:

O. SUBCONTRACTS:

VIII. GENERAL TERMS AND CONDITIONS:

A. ANTI-DISCRIMINATION:

B. ADDENDA:

C. ANNOUNCEMENT OF AWARD:

D. ANTITRUST:

E. APPLICABLE LAWS AND COURTS:

F. ASSIGNMENT OF CONTRACT:

G. AVAILABILITY OF FUNDS:

H. PROPOSAL PRICE CURRENCY:

I. CHANGES TO THE CONTRACT:

J. CLARIFICATION OF TERMS:

K. DEBARMENT STATUS:

L. DEFAULT:

M. DRUG-FREE WORKPLACE:

N. ETHICS IN PUBLIC CONTRACTING:

O. IMMIGRATION REFORM AND CONTROL ACT OF 1986:

P. INFORMATION SECURITY REVIEW:

Q. INSURANCE:

R. NONDISCRIMINATION OF CONTRACTOR:

S. PAYMENT:

T. RENEGOTIATION OF CONTRACT

U. RENEWAL OF CONTRACT:

V. PERSONNEL SECURITY CLEARANCES:

W. PRECEDENCE OF TERMS:

X. QUALIFICATION OF OFFEROR:

Y. TAXES:

Z. TESTING AND INSPECTION:

AA. TRANSPORTATION AND PACKAGING:

BB. USE OF BRAND NAMES:

IX. METHOD OF PAYMENT AND INVOICING:

X. DISCOUNT FOR PROMPT PAYMENT:

XI. PRICING:

XII. ADDENDA:

XIII. SIGNATURE AND OFFEROR PROFILE SHEET:

XIV. OFFEROR’S CHECKLIST:

I. PURPOSE:

The purpose of this Request for Proposals (RFP) is to solicit proposals from qualified and experienced travel agencies to provide comprehensive travel planning, booking, and management services for prize winners participating in Virginia Lottery promotional campaigns. These services shall include the coordination of travel arrangements and VIP experiences for both domestic and international travel.

II. BACKGROUND:

The Virginia Lottery (Lottery), an independent agency of the Commonwealth of Virginia, conducts marketing and promotional campaigns that include VIP travel experiences as prizes for winners. These experiences may involve domestic or international travel and are intended to provide high-quality, memorable experiences.

Prize winners will generally have approximately thirty (30) days from the date of notification to coordinate and book their travel arrangements. However, winners may take their trip at any time within one (1) year from the date of award. Once travel arrangements have been finalized, winners shall be responsible for any fees or costs associated with changes to confirmed travel itineraries.

The Lottery anticipates awarding and coordinating approximately fifteen (15) trips during the initial year of the Contract; however, this volume is an estimate only and is not guaranteed.

III. STATEMENT OF NEEDS:

The Offeror shall provide full-service travel management and VIP experience coordination services, including, but not limited to, the following:

A. General Capabilities

1. Offeror shall have the ability to plan, coordinate, and execute customized travel itineraries and VIP experiences for prize winners.

2. Offeror shall have the ability to manage all aspects of travel logistics, including supplier coordination, customer service, and itinerary execution.

B. Travel and Experience Services The Offeror shall be able to arrange and manage the following:

1. Round-trip airfare

2. Travel originating from the airport closest to the winner’s residence.

3. Upscale hotel accommodations

4. Private round-trip ground transportation:

a. Between the winner’s residence and the departure airport

b. Between the destination airport and hotel accommodations

5. Curated VIP experiences, which may include, but are not limited to:

a. Guided city tours

b. Dinner cruises

c. Restaurant reservations

d. Spa services

e. Tours

f. Concerts or other entertainment events

6. Offeror shall be able to manage the travel arrangements for both small and large groups, traveling together.

7. Offeror shall have the ability to serve as the contracting entity and enter into agreements with third-party providers offering unique travel, entertainment, hospitality, or experiential services that are not otherwise available through Offeror’s standard travel offerings. If Offeror is unable to successfully negotiate or execute an agreement with the requested third-party provider on commercially reasonable terms, Offeror shall identify and present alternative options that provide a similar experience for the Lottery's consideration.

C. Itinerary Development

1. The Offeror shall provide a proposed itinerary within three (3) business days after receiving a request from the Lottery, provided the Lottery has supplied all required information.

2. The Offeror shall have the ability to identify, source, develop, and present unique travel and experiential prize package opportunities.

3. The Offeror shall proactively recommend innovative and exclusive VIP travel, entertainment, hospitality, and other experiential prize concepts for the Lottery's consideration and shall provide creative development support to customize such offerings to meet the Lottery's promotional objectives.

D. Customer Service and Support

1. The Offeror shall identify, communicate, and manage travel-related risks associated with each trip, including cancellations, delays, rebooking needs, traveler emergencies, supplier-imposed changes, accessibility needs, international travel requirements and provide support twenty-four (24) hours per day, seven (7) days per week.

2. Offeror shall respond to customer inquiries and service issues within one (1) hour.

3. Offeror shall communicate via telephone or email, as appropriate, based on the nature and urgency of the issue.

4. The Offeror shall assist the Lottery and prize winners with resolving travel issues before and during travel and shall clearly communicate any costs, deadlines, restrictions, or traveler responsibilities associated with such issues:

a. Cancellations and Rebooking:

Contractor shall describe its process for handling cancellations, rebooking, schedule changes, travel interruptions, or supplier-initiated changes, including how the Lottery and travelers will be notified and how any additional costs will be handled.

b. Traveler Emergencies:

Contractor shall provide emergency support for travelers during travel, including assistance with missed flights, hotel issues, transportation delays, lost travel documents, medical emergencies, or other urgent travel-related issues.

c. Passport, Visa, and International Travel Requirements:

For international travel, Contractor shall advise the Lottery and travelers of known passport, visa, immunization, entry, or related travel documentation requirements. Final responsibility for obtaining required travel documents shall remain with the traveler unless otherwise agreed to in writing.

d. Currency, Taxes, and Fees:

Contractor shall identify all known taxes, resort fees, baggage fees, gratuities, supplier-imposed fees, international fees, currency exchange assumptions, and other charges included or excluded from the proposed price.

e. Accessibility and Accommodations:

Contractor shall assist with reasonable travel-related accessibility or accommodation requests identified by the Lottery or traveler, including accessible transportation, lodging, seating, or activity arrangements, when available.

f. Traveler-Requested Changes:

Once travel arrangements are confirmed, prize winners shall be responsible for costs associated with changes requested by the winner or guest, unless the Lottery determines otherwise in writing.

E. Travel Insurance Provide travel insurance options for each trip, with coverage details clearly communicated to the Lottery and the prize winner.

F. Experience and Qualifications

1. Offerors must have a minimum of two (2) years of experience providing comparable travel planning and VIP experience services.

2. Offeror must demonstrate experience supporting similar programs involving incentive travel, rewards programs, or promotional campaigns.

IV. PROPOSAL PREPARATION AND SUBMISSION REQUIREMENTS:

A. GENERAL REQUIREMENTS:

1. RFP Response:

a. The cover page of this solicitation indicates that proposals will be accepted as sealed proposals. Offerors should submit proposals electronically through the eVA vendor portal. Proposals may also be hand-delivered to the Contract Officer identified on the cover page.

Submission in both formats is not required.

Digital Submission through eVA:

To be considered for selection, Offerors must submit a complete response to this Request for Proposals (RFP). Submissions shall include the following:

i. One (1) original electronic proposal

ii. One (1) electronic proposal with proprietary or confidential information redacted.

All digital submissions must be submitted electronically through eVA at: www.eva.virginia.gov.

If an Offeror requires assistance submitting an electronic response, the Offeror must contact eVA Customer Care at:

eVACustomerCare@dgs.virginia.gov.

http://www.eva.virginia.gov/ mailto:eVACustomerCare@dgs.virginia.gov

Paper Copy Submission:

To be considered for selection, Offerors must submit a complete response to this Request for Proposals (RFP). Submissions shall include the following:

i. Five (5) copies of the proposal must be submitted to the Lottery. Of the five (5) copies, one (1) copy shall have all proprietary information removed, as detailed in Section A.1(ii).

ii. One (1) USB drive containing two electronic files: one (1) original copy of the proposal and one (1) copy of the proposal with proprietary information removed, as detailed in Section A.1(ii).

IF PROPOSAL IS MAILED: Offeror must mail the proposal to the Virginia Lottery, Attention: Kita Ashurst, 22nd Floor Purchasing Office, 600 East Main Street, Richmond, Virginia 23219. The proposal must be enclosed in an envelope or package and identified as follows:

Name of Offeror:

Due Date and Time:

Offeror’s complete address:

RFP No. PR13393KA RFP Title: Travel Management Services

If a proposal is not identified as outlined above, the Offeror assumes the risk that the proposal may be inadvertently opened and the information compromised, which may cause the proposal to be disqualified. No other correspondence or proposals should be placed in the envelope.

IF PROPOSAL IS HAND DELIVERED (INCLUDING COURIER):

The proposal must be delivered to 600 East Main Street, Richmond, Virginia 23219. Due to increased building security, an Offeror must deliver the proposal only to the Security Guard Station located at the Main Street entrance of the Lottery Headquarters, Main Street Centre. However, the Security Guard is not responsible for identifying the date and time a proposal is received; only a Virginia Lottery employee can make that determination. The Security Guard will contact the appropriate Lottery employee for proposal receipt, and this process could take 30 minutes or longer.

b. Late proposals will not be accepted.

c. The Lottery does not conduct public openings.

d. No other distribution of the proposal shall be made by the

Offeror.

e. Offeror is requested to respond to each section/subsection in the order in which it appears in the Request for Proposals (RFP).

f. Offerors shall also submit any additional information required within this solicitation or as requested by the Lottery for evaluation purposes.

2. Proposal Preparation:

a. Proposals shall be signed by an authorized representative of the

Offeror.

b. Failure to submit all requested information may result in the

Evaluation Team assigning a lower evaluation score to the proposal.

c. An explanation describing how the Offeror will accomplish each requirement must be included in the proposal. The phrase “fully comply” without an explanation is unacceptable. If a requirement is not provided, state “Not Provided.” Proposals that are substantially incomplete or lack key information may be rejected by the Lottery.

Ownership of all data, materials, and documentation originated and prepared for the Lottery pursuant to the RFP shall belong exclusively to the Lottery and be subject to public inspection in accordance with the Virginia Freedom of Information Act. Trade secrets or proprietary information submitted by an Offeror shall not be subject to public disclosure under the Virginia Freedom of Information Act; however, the Offeror must invoke the protections of §2.2-4342 of the Code of Virginia, in writing, either before or at the time the data or other material is submitted. The written notice must specifically identify the data or materials to be protected and state the reasons why protection is necessary. The proprietary or trade secret material submitted must be identified by a distinct method, such as highlighting or underlining, and must indicate only the specific words, figures, or paragraphs that constitute trade secret or proprietary information. Classification of an entire proposal document, line-item prices, and/or total proposal prices as proprietary or trade secrets is not acceptable and will result in rejection of the proposal.

3. Oral Presentation:

Offerors who submit a proposal in response to this RFP may be required to give an oral presentation to the Evaluation Team. This presentation provides an opportunity for the Offeror to clarify or elaborate on the proposal.

4. Proposal Timeline:

All questions must be submitted in writing. No questions will be answered by telephone.

RFP Released 8/11/2026 First Round of Questions Due 8/19/2026 Estimated Date of 1st Addendum Issued to Answer Questions* (First Round)

8/24/2026

Second Round of Questions Due 9/2/2026 Estimated Date of 2nd Addendum Issued to Answer Questions* (Second Round)

9/8/2026

RFP Due Date 9/11/2026 Tentative Award 11/12/2026

*Issue dates of Addenda are dependent on the number of questions received.

The Lottery does not guarantee a response to any questions received after September 2, 2026.

Single Point of Contact

Submit all inquiries concerning this RFP in writing via email with the subject line: “Questions on RFP #PR13393KA.”

SPOC: Kita Ashurst Email: Kashurst@valottery.com

To ensure timely and adequate consideration of proposals, Offerors shall limit all contact concerning this RFP, whether written or verbal, to the designated SPOC for the duration of the proposal process.

V. SPECIFIC PROPOSAL REQUIREMENTS:

Proposals shall be as thorough and detailed as possible so that the Lottery may evaluate the Offeror’s capability to provide the required services. In addition to any other requirements imposed by Section III of this Request for Proposals, Offerors are required to submit the following items as a complete proposal.

Offerors should organize their proposal content by the sections requested below:

Section 1: Signed Cover Page, Addenda, and/or Exceptions to Terms and Conditions:

This section includes information required by the Lottery regarding the Offeror’s business information and RFP requirements not related to the scope of work or pricing. This section also allows the Offeror to designate any proprietary information in the proposal. Please note that marking the entire proposal mailto:Kashurst@valottery.com and/or the pricing submitted within the proposal as proprietary will not be accepted by the Lottery and may result in proposal rejection. This section must include, at a minimum, the following information:

1. A fully completed and signed Signature and Offeror Profile Sheet.

2. A fully completed Proprietary Information table which indicates the page number(s) containing proprietary information:

Proprietary Information Table:

Section/Title Page Number(s)

Reason(s) for Withholding from Disclosure

3. The acknowledgement of any addenda released in reference to this

RFP.

4. Desired exceptions to any Special Terms and Conditions within the RFP. An Offeror’s request to remove or modify a Special Term and Condition within the RFP does not guarantee the Lottery’s acceptance of the requested exemption or modification. NOTE: The Lottery will not sign any Offeror’s documents, MSAs, or any other type of agreement(s). The Lottery’s General Terms and Conditions shall not be negotiated.

Section 2: Capability and Methodology

1. Offeror shall provide a general description of the firm including its primary source of business, years of experience performing similar services, certifications, and any other pertinent information in order to demonstrate its capability to successfully plan and execute VIP experiences.

2. Offeror shall provide details of the process used to plan itineraries and develop VIP experiences as required in Section III, Statement of Needs, A and C. Offeror shall provide specifics on how it is able to provide benefits to the Lottery, including, but not limited to, potential cost savings, exclusive events, and itinerary recommendations.

3. Offeror shall describe its ability to provide and book a wide range of services as described in Section III, Statement of Needs, B.

4. Offeror shall provide details of all customer service-related aspects as required in Section III, Statement of Needs, D. These aspects may include, but are not limited to, how winners will contact the company if needed, escalation procedures, notification of issues to the Lottery, and other relevant support processes. Offeror shall also describe its emergency service and how it will assist winners if issues arise while traveling.

5. Offeror shall describe its ability to provide travel insurance as required in Section III, Statement of Needs, E.

Section 3: Past Performance Case Studies The Offeror shall provide two (2) examples of past performance where similar work was performed. These case studies shall include the customer, the scope of the project, and any other details the Offeror deems important.

Section 4: Sample Trips Offerors shall prepare two (2) sample trip proposals for evaluation. The first sample trip shall be to Las Vegas, Nevada. The second sample trip shall be for Athens, Greece.

1. Offeror shall design a trip to Las Vegas, Nevada, for a winner plus one guest. Offeror shall provide a (5) five day and (4) four night trip w i t h a c co mm od a t i o ns at a four-star hotel on South Las Vegas Boulevard. For this scenario, the winner will depart from Richmond International Airport in Richmond, Virginia. Responses should clearly explain the proposed travel package and include a detailed cost breakdown for each service provided.

The response must include the following:

a. Five (5) days and four (4) nights included in the trip.

b. Air transportation from Richmond International Airport

c. Ground transportation (to/from airport)

d. Activities (assume the winner enjoys dinner and city tours)

e. Accommodations at a four-star hotel

f. Meals (identify the meals included and describe the restaurants provided)

g. A breakout of the cost for each service provided. For this scenario, Offerors shall assume a trip to Las Vegas in 2026, with a total budget of $6,500.00.

2. Offeror shall design an international trip to Athens, Greece, for a group of twenty (20) travelers traveling together, consisting of ten

(10) prize winners and one (1) guest per winner. Offeror shall provide ten (10) days for the trip at a four-star or higher hotel located within proximity to major cultural attractions in Athens. For this scenario, all travelers shall depart from Richmond International Airport in Richmond, Virginia, and travel together internationally. Responses should clearly explain the proposed travel package, group coordination approach, interaction with winners for logistics (i.e.

obtaining passports, visas, required immunizations etc.) and include a detailed cost breakdown for each service provided.

The response must include the following:

a. Ten (10) days included in the trip.

b. International air transportation for twenty (20) travelers, including any recommended group booking approach.

c. Ground transportation to and from the departure airport and between the destination airport, hotel, and scheduled activities.

d. Group check-in, seating coordination, baggage coordination, and traveler communication plan.

e. Accommodations, including the ten (10) luxury hotel rooms for the group.

f. Activities and excursions that are appropriate for a group traveling together internationally, such as guided cultural tours, museum visits, dining experiences, or other VIP experiences.

g. Meals, including the number of meals included and a description of the restaurants or dining experiences provided.

h. A breakout of the cost for each service provided.

For this scenario, Offerors shall assume a trip to Athens, Greece in 2026, with a total budget of $100,000.00. The proposed package shall be priced in U.S. dollars and shall identify any assumptions related to exchange rates, taxes, international fees, gratuities, baggage fees, passport or visa-related coordination, and traveler changes.

Section 5: SWaM Offeror shall provide a detailed description of the participation of minority-owned, woman-owned, and small businesses in the performance of this Contract through subcontracting programs. Please complete the SWaMtable below.

Please note that the Lottery only recognizes businesses certified by the Virginia Department of Small Business and Supplier Diversity as SWaM. Offerors may add additional lines as required:

Small Business Name and Certificate Number

Planned Involvement Planned Contract Dollars

Certificate #:

Certificate #:

Total Planned Contract Dollars $

VI. EVALUATION AND AWARD CRITERIA:

A. EVALUATION CRITERIA:

The Virginia Lottery seeks to sign a contract for the goods and/or services described herein with the responding Offeror that submits the best proposal, as modified through negotiations. Written proposals and any subsequent negotiated offers will be evaluated by the Virginia Lottery based on the following criteria:

1. Capability and Methodology

2. Past Performance Case Studies

3. Sample Trips

4. Price

5. SWaM

B. AWARD OF CONTRACT:

Evaluation Criteria Scoring Points Available Capability and Methodology 30 Past Performance Case Studies 20 Sample Trips 20 Price 20 SWaM 10 Total Points Available 100

The Lottery reserves the right to make multiple awards as a result of this solicitation, as deemed in its best interest. Two or more Offerors deemed to be fully qualified and best suited among those submitting proposals will be identified based on the evaluation factors stated herein. Negotiations may be conducted with the Offerors selected. After negotiations have been conducted with each selected Offeror, the Virginia Lottery may select the Offeror or Offerors that, in its opinion, has made the best proposal and awarded the Contract to that Offeror or those Offerors. The Virginia Lottery may cancel this RFP or reject proposals at any time prior to award and is not required to furnish a statement of the reasons why a particular proposal was not deemed to be the most advantageous. It is the intent of the Lottery to award multiple contracts. However, should it be determined in writing that only one Offeror is fully qualified, or that one Offeror is clearly more highly qualified than the others under consideration, a Contract may be negotiated and awarded to that Offeror.

VII. SPECIAL TERMS AND CONDITIONS:

A. ADVERTISING:

In the event a Contract is awarded for supplies, equipment, or services resulting from this solicitation, no indication of such sales or services to the Lottery shall be used in product literature or advertising without the Lottery Executive Director’s prior written approval. The Contractor shall not state in any of its advertising or product literature that the Lottery has purchased or uses its products or services.

B. NOTICE OF MATERIAL LEGAL DISPUTE:

Contractor shall notify the Lottery of its involvement in any legal dispute that is or may become material to this Contract. Contractor shall provide the Lottery with pertinent, non-privileged details upon request.

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

D. PROPOSAL ACCEPTANCE PERIOD:

Any proposal in response to this solicitation shall be valid for 180 days. At the end of the 180 days the proposal may be withdrawn at the written request of the Offeror. If the proposal is not withdrawn at that time it remains in effect until an award is made or the solicitation is canceled.

E. CANCELLATION OF CONTRACT:

The Lottery 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 of a material breach with no options to cure, the Lottery reserves the right to cancel this Contract within ten (10) days’ written notice. If 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 by providing sixty (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.

F. CONFIDENTIALITY OF PERSONALLY IDENTIFIABLE INFORMATION:

The Contractor assures that information and data obtained as to personal facts and circumstances related to clients will be collected and held confidential, during and following the term of this agreement, and will not be divulged without the individual’s and the Lottery’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 the Lottery of any breach or suspected breach in the security of such information. Contractors shall allow the Lottery 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.

G. CONTINUITY OF SERVICES:

The Contractor recognizes that the services under this Contract are vital to the Lottery and must be continued without interruption and that, upon Contract expiration, a successor, either the Lottery or another Contractor, may continue them. The Contractor agrees:

1. To exercise its best efforts and cooperation to affect an orderly and efficient transition to a successor.

2. To make all Lottery 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.

3. That the Lottery Contracting Officer shall have final authority to resolve disputes related to the transition of the Contract from the Contractor to its successor.

4. 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.

5. 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.

H. DISCOUNTS, PROMPT PAYMENT:

Discounts for prompt payment will not be calculated in determining net low proposal. Discounts for prompt payment will be shown on the purchase order/Contract and taken if invoices are processed and payment made within the stipulated time frame. If discounts are not offered, payment shall be made thirty (30) days after receipt of an accurate invoice by the Virginia Lottery’s Accounts Payable Department. Offeror shall indicate discount (if applicable) with the “Pricing section” near the end of this solicitation.

I. IDENTIFICATION AND DELIVERY OF PROPOSAL:

The cover page of this solicitation will indicate whether proposals will be accepted as sealed or unsealed. If this solicitation indicates “sealed” proposals will be received for this procurement, all proposals received must be enclosed in an envelope or package and identified as follows.

IF PROPOSAL IS MAILED: Offeror must mail proposal to the Virginia Lottery, Attention: 22nd Floor Purchasing Office, 600 East Main Street, Richmond, Virginia 23219. The proposal must be enclosed in an envelope or package and identified as follows:

Name of Offeror Due Date and Time Offeror’s complete address RFP No.

RFP Title

If a proposal is not identified as outlined above the Offeror takes the risk that the proposal may be inadvertently opened and the information compromised, which may cause the proposal to be disqualified. No other correspondence or other proposals should be placed in the envelope.

IF PROPOSAL IS HAND DELIVERED (INCLUDING COURIER): Proposal must be delivered to 600 East Main Street, Richmond, Virginia 23219. Due to increased building security, an Offeror must only deliver a proposal to the Security Guard Station located on the Main Street entrance to the Lottery Headquarters, (address above). However, the Security Guard is not responsible for identifying the date and time a proposal is received; only a Virginia Lottery employee can make that determination. The Security Guard will contact an appropriate Lottery employee for proposal receipt; this process could take 30 minutes or more. It is strongly recommended to make an appointment with the Procurement Office to schedule a hand delivered proposal.

Late proposals will not be accepted.

Note: The Lottery does not conduct public openings.

J. INDEMNIFICATION:

Contractor agrees to indemnify and hold harmless the Commonwealth, the Lottery, their officers, directors, agents and employees (collectively, “Commonwealth’s Indemnified Parties”) from and against any and all losses, damages, claims, demands, proceedings, suits and actions, including any related liabilities, obligations, losses, damages, assessments, fines, penalties (whether criminal or civil), judgments, settlements, expenses (including attorneys’ and accountants’ fees and disbursements) and costs (each, a “Claim” and collectively, “Claims”), incurred by, borne by or asserted against any of Commonwealth’s Indemnified Parties to the extent such Claims in any way relate to, arise out of or result from: (i) any intentional or willful conduct or negligence of any employee, agent, or subcontractor of the Contractor, (ii) any act or omission of any employee, agent, or subcontractor of the Contractor, (iii) breach of any representation, warranty or covenant of the Contractor contained herein, (iv) any defect in the Contractor-provided products or services, or (v) any actual or alleged infringement or misappropriation of any third party’s intellectual property rights by any of the Contractor-provided products or services. Selection and approval of counsel and approval of any settlement shall be accomplished in accordance with all applicable laws, rules and regulations. For state agencies, the applicable laws include §§ 2.2-510 and 2.2-514 of the Code of Virginia. In all cases involving the Commonwealth or state agencies, the selection and approval of counsel and approval of any settlement shall be satisfactory to the Commonwealth.

In the event that a Claim is commenced against any of Commonwealth’s Indemnified Parties alleging that use of the Contractor-provided products or services, including any components thereof, or that the Contractor’s performance or delivery of any product or service under this Contract infringes any third party’s intellectual property rights and the Contractor is of the opinion that the allegations in such Claim in whole or in part are not covered by this indemnification provision, Contractor shall immediately notify the Lottery in writing, via certified mail, specifying to what extent the Contractor believes it is obligated to defend and indemnify under the terms and conditions of this Contract. The Contractor shall in such event protect the interests of the Commonwealth’s Indemnified Parties and secure a continuance to permit the Lottery to appear and defend their interests in cooperation with the Contractor as is appropriate, including any jurisdictional defenses the Lottery may have.

In the event of a Claim pursuant to any actual or alleged infringement or misappropriation of any third party’s intellectual property rights by any of the Contractor-provided Deliverables, Products, Software, Services, Solution, including Solution Components, Application and Licensed Services, as applicable, or Contractor’s performance, and in addition to all other obligations of the Contractor in this Section, the Contractor shall at its expense, either (a) procure for all Authorized Users the right to continue use of such infringing Deliverables, Products, Software, Services, Solution, including Solution Components, Application and Licensed Services, as applicable, or any component thereof; or (b) replace or modify such infringing Deliverables, Products, Software, Services, Solution, including Solution Components, Application and Licensed Services, as applicable, or any component thereof, with non-infringing Deliverables, Products, Software, Services, Solution or Solution Component(s), Application and Licensed Services, as applicable, satisfactory to the Lottery. And in addition, the Contractor shall provide the Lottery with a comparable temporary replacement products and/or services or reimburse the Lottery for the reasonable costs incurred by the Lottery in obtaining an alternative product or service, in the event the Lottery cannot use the affected Deliverable, Product, Software, Services, Solution or Solution Component(s), Application and Licensed Services, as applicable, or any component thereof. If the Contractor cannot accomplish any of the foregoing within a reasonable time and at commercially reasonable rates, then the Contractor shall accept the return of the infringing Deliverables, Products, Software, Services, Solution, Solution Component, Application and Licensed Services, as applicable, or any component thereof, along with any other components rendered unusable by the Lottery as a result of the infringing component, and refund the price paid to the Contractor for such components.

K. LIMITATION OF LIABILITY:

To the maximum extent permitted by applicable law, the Contractor will not be liable under this Contract for an indirect, incidental, special or consequential damages, or damages from loss of profits, revenue, data or use of the supplies, equipment and/or services delivered under this Contract.

This limitation of liability will not apply, however, to liability arising from: (a) personal injury or death; (b) defect or deficiency caused by willful misconduct or negligence on the part of the Contractor; or (c) circumstances where the Contract expressly provides a right to damages, indemnification or reimbursement.

NONPROFIT SHELTERED WORKSHOPS & NONPROFIT ORGANIZATIONS:

Where it is practicable for any portion of the awarded Contract to be subcontracted, the Contractor is encouraged to offer such business to nonprofit sheltered workshops and nonprofit organizations serving the handicapped. A list of nonprofit sheltered workshops and nonprofit organizations of Virginia serving the handicapped can be found at www.vadrs.org.

Each prime Contractor who is awarded a Contract where using a nonprofit sheltered workshop or nonprofit organization serving the handicapped is a condition of the award, shall deliver to the Lottery, on or before request for final payment, evidence and certification of compliance. When a portion of the Contract has been subcontracted to these organizations and upon completion of the Contract, the Contractor agrees to furnish the purchasing office, at a minimum, the following information: name of nonprofit sheltered workshop or nonprofit organization serving the handicapped, telephone number, total dollar amount subcontracted, and type of product/service provided. Final payment under the Contract may be withheld until such certification is delivered or other appropriate remedies may be assessed in lieu of withholding such payment.

L. PERFORMANCE, CONTRACTOR:

Contractors providing goods and services to the Lottery are required to perform in accordance with the terms and conditions of their contract. When contractual requirements are not met the following actions may be taken (at the Lottery’s option):

i. Contractor Complaint Form:

If a Contractor fails to perform in accordance with the terms and conditions of the contract, the Lottery will prepare a Contractor Complaint Form and forward to the Purchasing Office. This form will be sent to the Contractor for a corrective action plan.

http://www.vadrs.org/

ii. Default:

If the Contractor is non-responsive to the complaint form or does not satisfy the corrective action plan submitted in the complaint form or provides an unsatisfactory corrective plan as determined by the Lottery, the Contractor may, at the Lottery’s discretion, be placed in default and notified via Contractor Complaint Form.

iii. Ineligible for Award:

Once placed in default, the Contractor will be ineligible to do business with the Lottery for purchases exceeding $5,000 for a period of three years.

iv. Re-procurement of Goods and Services:

In addition to a contractor’s ineligibility for award of programs over $5,000, the Lottery may procure the goods and/or services from other sources and hold the Contractor responsible for the price difference of the original contract amount and the amount of the new contract. The Lottery will follow competitive principles as outline herein for the re-procurement.

The vendor will remain in default until the re-procurement costs have been paid to the Lottery. The vendor is still subject to the three-year ineligibility based on the default regardless as to when the re-procurement cost is paid.

Number of Complaints:

a) For Term Contracts: if the Contractor has received three or more complaints within the initial contract period as documented by Contractor Complaint Forms, the Contractor may, at the Lottery’s discretion, be ineligible to submit a bid/proposal if the goods/services are re-solicited at expiration of contract. Ineligibility shall apply even though a satisfactory resolution to all complaints occurred.

b) For a Renewal Period: if the Contractor has received three or more complaints within a renewal period as documented by Contractor Complaint Forms, the Contractor may, at the Lottery’s discretion, be ineligible to submit a bid/proposal if the goods/services are re-solicited at expiration of contract. Ineligibility shall apply even though a satisfactory resolution to all complaints occurred.

c) For Spot Purchases: if the Contractor has received three or more complaints within a period of one year as documented by Contractor Complaint Forms, the Contractor may, at the Lottery’s discretion, be ineligible to do business with the Lottery for purchases exceeding$5,000 for a period of one year after the issuance of the third Contractor Complaint Form. Ineligibility shall apply even though a satisfactory resolution to all complaints occurred.

M. PRIME CONTRACTOR RESPONSIBILITIES:

The Contractor shall be responsible for completely supervising and directing the work under this Contract and all subcontractors that he may utilize, using his best skill and attention. Subcontractors who perform work under this Contract shall be responsible to the prime Contractor. The Contractor agrees that he is as fully responsible for the acts and omissions of his subcontractors and of persons employed by them as he is for the acts and omissions of his own employees.

N. SMALL, WOMEN- AND MINORITY-OWNED (SWAM-OWNED)

BUSINESS SUBCONTRACTING AND EVIDENCE OF COMPLIANCE:

It is the goal of the Lottery that 50% of purchases are made from SWAM-owned businesses. This includes discretionary spending in prime contracts and subcontracts. Unless the Offeror is registered as a DMBE-certified small business and where it is practicable for any portion of the awarded Contract to be subcontracted to other suppliers, the Contractor is encouraged to offer such subcontracting opportunities to DMBE-certified SWAM-owned businesses. No Offeror or subcontractor shall be considered a SWAM-owned Business unless certified as such by the Department of Minority Business Enterprise (DMBE) by the due date for receipt of proposals. If SWAM-owned business subcontractors are used, the prime Contractor agrees to report the use of SWAM-owned business subcontractors by providing the purchasing office, at a minimum, the following information on a monthly basis or as directed by the Lottery: name of SWAM-owned business with the DMBE certification number, phone number, total dollar amount subcontracted, category type (small, women-owned, or minority-owned), and type of product/service provided.

Will there be any subcontracting to SWAM Business for the performance of this contract?

Yes No

If so, please provide the SWAMBusiness Name and DMBE certification Number:

O. SUBCONTRACTS:

No portion of the work shall be subcontracted without prior written consent of the Lottery. In the event that the Contractor desires to subcontract some part of the work specified herein, the Contractor shall furnish the Lottery the names, qualifications, and experience of their proposed subcontractors. The Contractor shall, however, remain fully liable and responsible for the work to be done by its subcontractor(s) and shall assure compliance with all requirements of the Contract.

VIII. GENERAL TERMS AND CONDITIONS:

A. ANTI-DISCRIMINATION:

By submitting their proposal, Offerors certify to the Commonwealth 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. 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 Virginia Lottery.

In every Contract over $10,000 the provisions in 1. and 2. below apply:

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, 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 these requirements.

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.

B. ADDENDA:

Any changes or supplemental instructions to this Request for Proposals shall be in the form of written addenda. Each Offeror is responsible for determining that all addenda issued have been received and shall acknowledge receipt of all addenda in the space provided within the Pricing Schedule or by returning a copy of each signed addendum.

Failure to do so may result in rejection of the proposal. All addenda so issued shall become part of the IFB and any resulting Contract documents.

C. ANNOUNCEMENT OF AWARD:

Upon the award or the announcement of the decision to award a Contract over $50,000, as a result of this solicitation, Lottery will publicly post such notice on the DGS/DPS eVA web site (www.eva.virginia.gov).

D. ANTITRUST:

By entering into a Contract, the Contractor conveys, sells, assigns, and transfers to the Commonwealth of Virginia 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 Commonwealth of Virginia under said Contract.

E. 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 the Commonwealth.

The Contractor shall comply with all applicable federal, state and local laws, rules and regulations including Virginia Lottery Law § 58.1-4000 et seq. and the Virginia Lottery Purchasing Manual.

F. ASSIGNMENT OF CONTRACT:

A Contract shall not be assignable by the Contractor in whole or in part without the written consent of the Lottery.

G. AVAILABILITY OF FUNDS:

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

H. PROPOSAL PRICE CURRENCY:

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

I. CHANGES TO THE CONTRACT:

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

iv. The parties may agree in writing to modify the scope of the Contract. An increase or decrease in the price of the Contract resulting from such modification shall be agreed http://www.eva.state.va.us/ to by the parties as a part of their written agreement to modify the scope of the Contract.

v. The Lottery 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. The Contractor shall be compensated for any additional costs incurred as the result of such order and shall give the Lottery a credit for any savings. Said compensation shall be determined by one of the following methods:

By mutual agreement between the parties in writing; or

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 Lottery’s right to audit the Contractor’s records and/or to determine the correct number of units independently; or

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 Lottery with all vouchers and records of expenses incurred and savings realized. The Lottery 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 Lottery within thirty (30) days from the date of receipt of the written order from the Lottery.