Updated Elevator Maint IFB_2024.04.19.docx

Virginia School for the Deaf and Blind P.O. Box 2069 Staunton, VA 24402-2069 Location: East Beverley Street Staunton, VA. 24401 Period of Contract: From Date of Award Through One Year with 4 (four) 1-year renewal options.

Sealed bids will be received until 1:00 PM May 15, 2024 for furnishing the service described herein and then opened in public 2:00PM, May 16, 2024.

All Bids are required to be sent electronically using the eVA procurement system.

All inquiries for information regarding this Request For Bids should be directed to:

Erich Roscher, Director of Facilities and Engineering Ph: (540) 315-0055

In compliance with this Invitation For Bids and to all the conditions imposed herein and hereby incorporated by reference, the undersigned offers and agrees to furnish the goods/services in accordance with the attached signed bid or as mutually agreed upon by subsequent negotiation.

Signature Name:

(Typed or Printed Name and Title) Phone #:

FEI/FIN #: Fax #:

Minority Vendor: Yes No DMBE #

Pre-bid Conference -OPTIONAL: An optional pre-bid conference will be held at 9:00 A.M. May 13, 2024, at the Virginia School for the Deaf and the Blind’s Shafer Complex. The purpose of this conference is to allow potential Bidders an opportunity to present questions and obtain clarification relative to any facet of this solicitation.

Note: This public body does not discriminate against faith-based organizations in accordance with the Code of Virginia, 11-35.1 or against a bidder or offeror because of race, religion, color, sex, national origin, age, disability, or any other basis prohibited by state law relating to discrimination in employment

TABLE OF CONTENTS

IFB# 218:24-003

ELEVATOR MAINTENANCE AND REPAIR SERVICE

I. PURPOSE PAGE 3

II. BACKGROUND PAGE 3

III. PROPRIETARY INFORMATION PAGE 3

IV. SCOPE OF WORK PAGE 3

V. SERVICE REPORTS & RECORDS PAGE 10

VI. OTHER REQUIREMENTS PAGE 10

VII. MINORITY/WOMEN OWNED BUSINESS SUBCONTRACTING & REPORTING PAGE 11

VIII. BID EVALUATION REQUIREMENTS PAGE 11

IX. GENERAL TERMS & CONDITIONS PAGE 11

X SPECIAL TERMS & CONDITIONS PAGE 17

XI. METHOD OF PAYMENT PAGE 20

XII. PRICING SCHEDULE PAGE 21

ATTACHMENTS:

A. ELEVATOR EQUIPMENT LIST PAGE 22

B. CONTRACTOR DATA SHEET PAGE 23

C. CONFLICT OF INTEREST STATEMENT PAGE 24

D. INSPECTION CHECKLIST

I. PURPOSE

The purpose and intent of this Invitation for Bids (IFB) is to solicit sealed bids to establish a contract with one (1) qualified contractor for Elevator Maintenance and Repair Services for Virginia School for the Deaf and the Blind, Staunton, agency of the Commonwealth of Virginia. For the purpose of the IFB, Virginia School for the Deaf and the Blind will be referred to as VSDB The elevators serve as VSDB’s ADA compliance and continual operation are required for VSDB to fulfill its mission of serving its students. The intent of this contract is to keep the elevators safe and operational during all periods that the school is occupied.

II. BACKGROUND

Virginia School for the Deaf and Blind, established in 1839 by the General Assembly, provides comprehensive educational services to deaf, hard of hearing, blind or visually impaired children who require specialized instruction not available in local schools. VSDB serves children from birth to age 22 who have been referred by local schools. Staffing includes specially trained and certified teachers, residential counselors, and support service personnel. The campus includes classroom facilities, residential facilities, vocational shops, a student recreation center, gymnasium, athletic fields, auditorium, and infirmary. There are currently ten elevators on campus.

III. PROPRIETARY INFORMATION

Trade secrets or proprietary information submitted for a procurement transaction shall not be subject to public disclosure under the Virginia Freedom of Information Act; however, the bidder or offer or must invoke the protection of Code of Virginia, § 11-52D, in writing, prior to or upon submission of the data or other materials, and must identify the data or other materials to be protected and state the reasons why protection is necessary. The classification of an entire bid document, line-item prices and/or total bid or prices as proprietary or trade secrets is not acceptable.

IV. SCOPE OF WORK

The Contractor shall provide full-service maintenance for all elevators currently operating on the VSDB campus in Staunton, Virginia. Full maintenance includes regularly scheduled preventive maintenance and all repairs required to maintain the elevators in safe operating condition, the requirement for the Contractor to provide call back services and extra repair service as identified in Section IV.H. as well as provide all parts necessary to maintain all the elevators on campus.

A. SERVICE REQUIREMENTS:

The Contractor shall provide all labor, supervision, tools, equipment, and all incidentals required and/or implied for the complete and satisfactory performance of full maintenance and all repair services for elevators.

B. QUALIFICATIONS:

Maintaining the elevators in keeping with its original design, including any upgrade, in proper and safe operating condition requires service by an experienced and competent Contractor who has satisfactorily maintained equipment of this type to the degree included in these specifications.

1. The Contractor shall have a current Contractor’s License issued by the Commonwealth of Virginia, Department of Commerce.

2. All elevator technicians shall be certified by the Commonwealth of Virginia to perform work on our elevators. The Contractor shall assign only elevator technicians specifically trained and experienced in the care and maintenance of equipment similar to the type covered by this contract to perform maintenance. Elevator mechanics assigned by the Contractor shall be thoroughly qualified in all respects to perform elevator maintenance and repairs, and as a minimum must:

a) Have a minimum of five (5) years’ experience as a mechanic in the maintenance and repair of elevators; and

b) Have an Associate degree in electronics, or have a Master Electrician license, or be certified through the National Elevator Industry Education Program (NEIEP).

3. All Elevator Helpers (those assigned to work with the assigned Elevator Mechanics) shall be capable of providing assistance to the Elevator Mechanics and shall be equipped with all tools, equipment, safety equipment, and other materials necessary to perform the work.

4. The Contractor shall have and maintain technical support personnel who are specifically trained and experienced in the adjusting and testing of equipment similar to the type covered by this contract. The Contractor's technical support personnel shall be available at all times to support, or assist assigned mechanics.

5. The contractor shall provide adequate staffing for approval to ensure that VSDB’s needs will be addressed. Following award any changes that may occur in personnel during the term of this contract shall be submitted in writing by the Contractor to the Director of Facilities within three (3) working days of such change. All Mechanics' training and experience credentials shall be provided along with the notice of change in the mechanics' assignments. The school will notify the Contractor within three (3) working days after receipt of notice of mechanic change of approval or disapproval. The school reserves the right to refuse assignment of any mechanic deemed by the school to have inadequate training, credentials, or who shows an inability to effectively maintain the equipment. Only those mechanics specifically named and approved by VSDB shall be allowed to perform service under this contract, excluding the 3-day notification of mechanic change period and 3-day approval of change period.

C. UNIFORMS:

All contractor personnel performing service at VSDB are to wear company uniforms that clearly identify the name of the elevator service company and the name of the individual employee.

D. MATERIAL & WORKMANSHIP:

1. Materials and parts required for the performance of repair work under this contract must be of equivalent material, strength and design as replaced material or part, new, or top quality, and shall be manufactured by or recommended by the same manufacturer of the equipment being repaired or serviced. Broken or damaged parts subject to tension, torsion, or bending, or parts, on which the support of the car depends, shall not be repaired by welding. Use of manufacturer's rebuilt parts may be authorized by the Director of Facilities on a case-by-case basis, provided, each part is warranted for the same period and under the same conditions as the new part. Use of any other used parts is strictly prohibited.

2. Contractor shall maintain a sufficient quantity of repair parts on hand or have ready access to these parts in order to prevent unnecessary downtime of equipment.

3. All work performed under this contract shall be by properly trained and competent mechanics and shall be performed in a good workmanlike manner in accordance with the Codes and standards incorporated herein.

E. PERFORMANCE LEVELS:

It is the intention of this specification that the elevator equipment be maintained as originally specified, designed, manufactured, installed and adjusted. Should VSDB through their investigation find that these standards are not being maintained, the Contractor shall be given fourteen (14) calendar day’s notice to restore the performance to the required level. Failure by the Contractor to do so within this time limit shall constitute sufficient cause for termination of the Contract by reason of default, at the Owner's option. The following performance levels shall be maintained at all times:

1. Contract speed of elevators and brake-to-brake flight times shall be maintained as originally installed and adjusted.

2. Leveling accuracy of all elevators shall be maintained at all times.

3. Closing times of all hoist way and car doors shall be maintained within limits of ANSI 17.1 yet assuring minimum standing time at each floor. Opening times of all hoist way and car doors shall be the minimum time allowed by the design of the specific operator.

4. The contractor upon request shall reprogram door operators to meet the Owner’s needs concerning opening and closing times and to meet ADA requirements.

5. Door reversals on all elevators equipped with mechanical safety shoes shall always be initiated within the stroke of the shoe. Light ray devices shall be operable at all times under normal operation.

6. Variable car and hall door hold open times shall be maintained in accordance with original design.

7. The following performance requirements shall be maintained in accordance with the Original Equipment Manufacturer's specifications:

8. The contractor shall within thirty days after effective date of contract, give written notice to VSDB of all defects found during inspection of this equipment and the estimated cost of correction (labor and materials). VSDB will review the findings and issue specific repair orders to correct deficiencies that would prevent maintenance of the elevator to the first-class standards required by the contract. The Contractor shall complete each work order within fifteen (15) days of issuance and notify VSDB in writing that the deficiencies have been corrected. VSDB will make the final determination on all required work.

F. STANDARDS:

All work shall be quality work performed in a professional manner according to the standards of the industry. The Contractor shall be responsible for maintaining all elevators under this contract in safe operating condition in accordance with the latest version of ANSI/ASME A17.1, Safety Code for Elevators and Escalators.

G. GUARANTEE:

All work under this contract shall be guaranteed against defects resulting from the use of substandard materials, equipment, or workmanship for one year from the date of final acceptance by VSDB Any work which has to be corrected due to the Contractor's faulty workmanship, equipment, tools, parts, or materials shall be done at no additional expense to VSDB This guarantee is automatically voided when the subject piece of equipment or part is worked on or repaired, (not including inspections), by someone other than this Contractor before the end of the year. The guarantee on materials is not applicable when the materials are purchased by anyone other than the Contractor, but the guarantee on workmanship still stands.

H. FULL-SERVICE ELEVATOR MAINTENANCE AND REPAIR:

1. Full Service Preventive Maintenance: Contractor shall ensure the satisfactory performance of regularly scheduled preventive maintenance servicing at a minimum once per month on all equipment listed on Attachment A. Service shall include, but not be limited to, routine maintenance, testing, examining, cleaning, adjusting, and lubricating all machine, motor, generator, and controller parts, and all accessory equipment as necessary for the proper and safe operation of the elevators.

a) The Contractor shall examine the equipment at each interval. The examination shall be designed to identify equipment conditions to determine corrective actions that may be required to maintain the normal and safe operation of the equipment. If at any time during the Contractor’s examination any elevator is found to be unsafe, the Contractor shall be responsible to discontinue elevator operation and notify the Owner immediately followed by a written report of the conditions encountered. (See Section V. A. Reports). The Contractor will post an out-of-order sign at each elevator door. This routine examination shall be in accordance with ANSI/ASME A17.1 and A17.2.

b) The contractor shall perform all testing as required by ANSI/ASME A17.1 and A17.2, to include but not be limited to One-Year and Five-year Testing for Electric (Traction) Elevators; One-Year, Three-year, and Five-year Testing for Hydraulic Elevators. Inspections and observations of said tests shall be performed under separate contract. The Contractor shall correct all deficiencies identified by the independent inspection Contractor as directed by VSDB. The contractor is responsible for ensuring that these tests are performed timely and are witnessed by VSDB personnel or designee.

c) Contractor shall lubricate all parts of the machinery and equipment requiring lubrication with lubricants of a grade recommended by the manufacturer. The use of excessive amounts of lubricant shall be avoided.

d) Guide rails shall be kept well lubricated as recommended by the manufacturer, and shall be kept clean, to permit safe and proper operation.

e) The oil level shall be maintained at the level indicated by the manufacturer. The grade of oil to be used shall be as indicated on the buffer marking plate. Buffer plungers shall be kept clean.

f) Controllers, contactors, and relays shall be kept clean and lubricated (if required) as recommended by the manufacturer.

g) All moving parts of car safety mechanisms shall be kept clean and shall be lubricated at frequent intervals.

h) Contractor shall keep Elevator Machine Room and Elevator Pits clean and free of all debris.

i) Contractor shall routinely adjust all elevator equipment and devices, including but not limited to: operating switches and relays on controller, selector, brake, governor, leveling device, car safety systems, door operator system including door protective device, car and hall button operating stations, and in the hoist way and pit, mechanical and electromechanical devices, including brake, machine, safety shoe and door operator linkages, hanger, interlocks, pit equipment, cams and roller, roller guides and guide shoes.

j) Contractor shall clean all machine, motor, generator, and controller parts, including but not limited to: motor and brake; control equipment inducing controller, selector, hoist way and car operation devices; safety equipment inducing car safeties, over speed governor, safety linkages, releasing devices, interlocks and automatic door protective device; door operator equipment including linkages, drive motor, speed reduction units and electromechanical or motor operated cam devices; and the hoist way, divider beams, door hanger, car top and bottom, door sills, pit, and machine rooms.

k) The specific dates and times of maintenance visits shall be scheduled to the satisfaction of the Contractor and VSDB. Unless requested otherwise, all maintenance work shall be performed during the regular working hours of VSDB. All routine work in residence halls shall be performed after 9:00 a.m. and prior to 4:30 p.m. unless approved by the Director of Facilities or Campus Public Safety in the event of an emergency call.

l) The Contractor shall monitor VSDB’s elevator emergency telephone, 24 hours a day, 365 days a year. When the Contractor receives an emergency call from an elevator, the Contractor will take action to confirm that no one is trapped on the elevator. (Leaving a message on voice mail or e-mail notifications to VSDB personnel are not considered as appropriate resolution to the emergency call.)

m) The Contractor May provide a microprocessor system that continuously monitors the unit(s) on a 24-hour per day, year-round basis. The system will notify the contractor’s dispatching center that a Unit is inoperative by sending a message via telephone line. Upon the receipt of such message the contractor will notify VSDB’S on-site representative and initiate the dispatch of contractor’s personnel for emergency adjustment. The contractor will collect data on the equipment condition, including hydraulic tank oil level, door operation leveling and whether the operation of a Unit has been interrupted. That information will be used to tailor the contractor’s Maintenance Management System preventive maintenance program for the unit(s). VSDB will furnish the contractor at VSDB’s expense one outside telephone line to the elevator machine room that allows data calls to and from a toll-free number to the contractor’s dispatching center. The telephone line may be a separate line dedicated to the maintenance equipment or may be an existing line that is shared between another telephone and the maintenance equipment.

2. Full-Service Repairs: The Contractor shall provide the satisfactory execution of elevator repairs, to keep the elevators in accordance with the Performance Levels and Standards as specified herein. VSDB’s representative prior to its commencement shall approve schedules for repair work. All materials and parts required for the performance of this work shall be included in the lump sum price for Full-Service Maintenance.

a) The Contractor shall make repair service available to VSDB 24 hours per day, 7 days per week. Response time for call back service shall be no longer than three (3) hours from initial notification to arrival of repair technician on Campus. In case of entrapped person(s) in a malfunctioning elevator, the Contractor must arrive on-site no more than two (2) hours from notification. Call back service for service or repairs falling within the scope of full maintenance and repairs shall be provided at no additional charge to VSDB. Call back service or repairs falling outside of full-service maintenance and repair shall be accomplished at the appropriate hourly or overtime hourly rates specified in Section XII, Pricing Schedule. Only approved mechanics shall handle all overtime service calls. The contractor shall check in and out with Campus Public Safety for all call back work outside of normal working hours.

b) Any shutdown or breakdown shall last no longer than two (2) days (48 hours) from initial notification to the Contractor, unless Dir. Of Facilities has granted approval. This includes the locating of the trouble, procurement of parts, the installation of these parts, and the placing of the elevator back into safe uninterrupted operation. The Contractor must be so equipped to meet the above conditions. The excuse of not being able to obtain parts, necessary technical and engineering advice, etc., will not be acceptable, and the Contractor will be considered in default, giving sufficient justification to VSDB’s Director of Facilities to obtain these services from Contractors who can provide the school with uninterrupted elevator service.

VSDB may take over the work and prosecute it to completion by contract or otherwise, and the Contractor and his sureties (if any), shall be liable to the school for any additional cost occasioned by the school before the termination of the Contract.

c) All wiring and circuit changes and modifications made by the Contractor during his work shall be clearly indicated on the schematic wiring diagram for that elevator with updated diagrams provided to VSDB. If the school does not have the required schematic wiring diagrams available at the time of contract award, it shall be the responsibility of the Contractor to provide it at no cost to the school. All schematic wiring diagrams provided by the Contractor shall become the property of VSDB.

d) Contractor shall endeavor to maintain a 99.5 percent “uptime” per elevator. (“Uptime” is defined as the percentage of time that the elevator is operational over the total contract period.)

I. SPECIFIC REPAIR SERVICES:

1. Repairs that are not included in Full-Service Maintenance will be paid for at the hourly labor rate basis according to the unit prices included in Section XII. PRICING SCHEDULE. Transportation, travel time, and other expenses will not be paid for separately but must be included in the hourly labor rates.

2. Materials, parts, and supplies required in the performance of Extra Repair Services shall be provided by the Contractor and will be paid for by VSDB at invoice cost. No mark-up will be allowed. A copy of the Contractor's invoice shall be submitted along with any invoice to VSDB for parts.

3. The Contractor shall be required to provide a not to exceed estimate of the cost and descriptive information of the necessary repairs to include number of labor hours for each trade, estimated material costs, any subcontracted costs, and equipment rental costs. Repair work shall be approved and scheduled by VSDB’s representative prior to its commencement. VSDB reserves the right to bid separately any Extra Repair Service to the elevators and reserves the right to purchase repair parts and materials from other sources. A minimum of 2 hours service shall be allowed, and the overtime rates shall apply for these repairs when they are performed outside of regular working hours, which are 8:00 a.m. to 4:30 p.m. Monday through Friday. VSDB’s representative must approve overtime work in advance. The Contractor will be required to submit daily time sheets to the school’s representative and all work will be paid for based upon actual labor hours expended. VSDB’s representative must approve use of labor off-site in advance, with the estimated labor hours necessary stated in the request for off-site approval.

4. The only repair items that are excluded from Full-Service Elevator Maintenance and may be paid for in addition to the contract prices are:

J. ADJUSTING PAYMENTS:

There will be a one-month delay in adjusting amounts of payments when deductions are made for unsatisfactory performance of work or work not performed, i.e., deduction for unsatisfactory performance of work or work not performed during January will be made from the payment for February service. The VSDB Contract Administrator will inform the Contractor in writing of the type and dollar amount of proposed deduction on or before the 10th working day of the month following the performance period for which the deductions are to be made.

The Contractor may, within 10 days of receipt of the notification (from the VSDB Contract Administrator(s) of the proposed deduction), present to the VSDB Contract Administrator(s) specific reasons why any or all the proposed deductions are not warranted. Reasons must be solidly based and must provide specific facts, which justify reconsideration and adjustment of the proposed amount to the deducted. Failure to respond within the 10-day period may be construed as acceptance of the deductions proposed.

K. CAUSE OF DEDUCTION:

The following reasons shall be cause for adjustment of payment as specified in SECTION IV. I. ADJUSTING PAYMENTS:

1) Failure to be onsite within the time specified in response to request, from authorized personnel, for callback service.

2) Failure to restore service to any device that is reported "Out of Service" by VSDB Contract Administrator(s) or his/her designee within forty-eight (48) hoursof notification unless documented reasons for the delay and scheduled resumption of service are provided to and approved by VSDB Contract Administrator(s) or is/her designee prior to the forty-eight (48) hour limit.

3) Failure to complete repairs on or before scheduled completion time or after written notice is given to the Contractor by the Contracting Officer.

L. BASIS FOR CALCULATING DEDUCTIONS:

The amount of deduction shall be equal to the average daily cost per unit of preventative maintenance and repair services listed multiplied by the number of days the device is "Out of Service". A day shall be defined as each 24-hour period beginning with the Contractor's notification. Each part of a day will be counted as the next full day.

M. QUALITY CONTROL PROGRAM:

The Contractor shall establish and follow a quality control program for the purpose of identifying and correcting deficiencies in the quality of services performed before the level of service becomes unacceptable. VSDB reserves the right to have a survey conducted of the condition of its elevators at any time during the period of the contract. This survey shall be conducted by the Owners independent inspection contractor. Any deficiencies noted during such a survey shall be corrected by the Contractor within ten (10) day of receipt of the inspector’s written report.

N. CONTRACT COMPLETION:

Within 60 days prior to the completion of this contract, or the completion of any subsequent renewal period, the Director of Facilities and Engineering or his/her designee shall make a thorough inspection of all equipment covered under this contract. The Contractor shall correct all defects found within fifteen (15) calendar days. The Contractor shall notify the Director of Facilities in writing that the deficiencies have been corrected and reinspection can be made.

V. SERVICE REPORTS AND RECORDS

A. REPORTS:

A written report shall be submitted to VSDB upon the completion of, and on the same day as, Full-Service Maintenance, Full-Service Repair, and/or Extra Repair service call. The report may be made on the Contractor’s form, to be approved by VSDB and shall include the following:

The Contractor shall complete the attached Maintenance Checklist (See Attachment D) for each elevator monthly documenting the preventative maintenance performed on each elevator. Service is not considered rendered until the required monthly checklist has been received by VSDB. Upon request from the Contractor, VSDB will consider alternate monthly checklists provided all required tasks are included in the proposed checklist.

The contractor shall brief maintenance staff of work performed and his/her findings at the end of each service. If service ends after operating hours, the contractor shall call the Facilities and Engineering Department the following business day and provide such briefing.

B. RECORDS:

The Contractor shall keep and maintain a file on each elevator to contain accurate records of all maintenance work, repairs, including trouble calls, parts used, and all wiring and circuit changes and modifications made. These records shall be made available to VSDB upon request.

VI. OTHER REQUIREMENTS

A. PARKING POLICY:

The Contractor shall follow all VSDB’s parking policy as to parking in designated areas.

B. CHECK-IN AND OUT PROCEDURES:

Elevator Technicians shall report directly to the Shafer Maintenance Complex upon entering the grounds and sign in on the Sign-In/Sign-Out Log. Indicate arrival time and work location and pick up keys and badges. Contractors must have a visible I.D. while on campus. Upon completion of work, technicians must sign out on Log indicating departure time and return any badges and keys. A signed copy of the service ticket shall be left with the Director of Facilities or his designee. Outside of the school's normal working hours, Contractor personnel shall report to the Campus Public Safety Department for check in and out. Additionally, Contractor personnel may be asked to check in and out with the building contact person.

VII. MINORITY/WOMEN OWNED BUSINESSES SUBCONTRACTING AND REPORTING

Where it is practicable for any portion of the awarded contract to be subcontracted to other suppliers, the contractor is encouraged to offer such business to minority and/or women-owned businesses. Names of firms may be available from the buyer and/or from the Department of General Services, Division of Purchases and Supply. When such business has been subcontracted to these firms and upon completion of the contract, the contractor agrees to furnish the purchasing office the following information: name and address of firm, phone number, total dollar amount subcontracted, and type of product/service provided.

VIII. BID EVALUATION REQUIREMENTS

The Owner as a factor in awarding the contract will use the detailed information and resumes as specified in this section. Each bidder shall include with his bid the following:

a. The completed Contractor Data Sheet (Attachment B).

b. Resumes for the elevator maintenance mechanics and supervisors that the bidder intends to utilize under this contract. As a minimum, each resume shall contain:

1) The full name of the elevator mechanics and supervisors to be assigned to this contract;

2) A description of the proposed mechanic’s and supervisor’s responsibilities during the previous five years history of employment;

3) The name(s) and address(es) of the companies for whom the employee worked for the previous five years;

4) Proof of any formalized training, degrees, and certificates as required in Section IV.B.2.b.

IX. GENERAL TERMS AND CONDITIONS

A. VENDORS MANUAL: This solicitation is subject to the provisions of the Commonwealth of Virginia Vendors Manual and any changes or revisions thereto, which are hereby incorporated into this contract in their entirety. The process for filing a complaint about this solicitation is in section 7.13 of the Vendors Manual. (Note section 7.13 does not apply to protests of awards or formal contractual claims.) The procedure for filing contractual claims is in section 7.19 of the Vendors Manual. A copy of the manual is normally available for review at the purchasing office and is accessible on the Internet at eva.virginia.gov under “I Sell To Virginia”.

B. APPLICABLE LAWS AND COURTS: This solicitation and any resulting contract shall be governed in all respects by the laws of the Commonwealth of Virginia and any litigation with respect thereto shall be brought in the courts of the Commonwealth. The agency 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 (Code of Virginia, § 2.2-4366). ADR procedures are described in Chapter 9 of the Vendors Manual. The contractor shall comply with all applicable federal, state, and local laws, rules and regulations.

C. ANTI-DISCRIMINATION: By submitting their (bids/proposals), (bidders/offerors) certify to 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 and § 2.2-4311 of the Virginia Public Procurement Act (VPPA). If the award is made to a faith-based organization, the organization shall not discriminate against any recipient of goods, services, or disbursements made pursuant to the contract on the basis of the recipient's religion, religious belief, refusal to participate in a religious practice, or on the basis of race, age, color, gender sexual orientation, gender identity, or national origin and shall be subject to the same rules as other organizations that contract with public bodies to account for the use of the funds provided; however, if the faith-based organization segregates public funds into separate accounts, only the accounts and programs funded with public funds shall be subject to audit by the public body. (Code of Virginia, § 2.2-4343.1E).

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, sexual orientation, gender identity, national origin, age, disability, or any other basis prohibited by state law relating to discrimination in employment, except where there is a bona fide occupational qualification reasonably necessary to the normal operation of the contractor. The contractor agrees to post in conspicuous places, available to employees and applicants for employment, notices setting forth the provisions of this nondiscrimination clause.

b. The contractor, in all solicitations or advertisements for employees placed by or on behalf of the contractor, will state that such contractor is an equal opportunity employer.

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

d. If the contractor employs more than five employees, the contractor shall (i) provide annual training on the contractor's sexual harassment policy to all supervisors and employees providing services in the Commonwealth, except such supervisors or employees that are required to complete sexual harassment training provided by the Department of Human Resource Management, and (ii) post the contractor's sexual harassment policy in (a) a conspicuous public place in each building located in the Commonwealth that the contractor owns or leases for business purposes and (b) the contractor's employee handbook.

e. The requirements of these provisions 1. and 2. are a material part of the contract. If the Contractor violates one of these provisions, the Commonwealth may terminate the affected part of this contract for breach, or at its option, the whole contract. Violation of one of these provisions may also result in debarment from State contracting regardless of whether the specific contract is terminated.

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

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.

D. ETHICS IN PUBLIC CONTRACTING: By submitting their (bids/proposals), (bidders/offerors) certify that their (bids/proposals) are made without collusion or fraud and that they have not offered or received any kickbacks or inducements from any other (bidder/offeror), supplier, manufacturer or subcontractor in connection with their (bid/proposal), and that they have not conferred on any public employee having official responsibility for this procurement transaction any payment, loan, subscription, advance, deposit of money, services or anything of more than nominal value, present or promised, unless consideration of substantially equal or greater value was exchanged.

E. IMMIGRATION REFORM AND CONTROL ACT OF 1986: Applicable for all contracts over $10,000: By entering into a written contract with the Commonwealth of Virginia, the Contractor certifies that the Contractor does not, and shall not during the performance of the contract for goods and services in the Commonwealth, knowingly employ an unauthorized alien as defined in the federal Immigration Reform and Control Act of 1986.

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

G. 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.

H. MANDATORY USE OF STATE FORM AND TERMS AND CONDITIONS FOR IFBs AND RFPs

1. Failure to submit a bid on the official state form provided for that purpose shall be a cause for rejection of the bid. Modification of or additions to any portion of the Invitation for Bids may be cause for rejection of the bid; however, the Commonwealth reserves the right to decide on a case-by-case basis, in its sole discretion, whether to reject such a bid as nonresponsive. As a precondition to its acceptance, the Commonwealth may, in its sole discretion, request that the bidder withdraw or modify nonresponsive portions of a bid which do not affect quality, quantity, price, or delivery. No modification of or addition to the provisions of the contract shall be effective unless reduced to writing and signed by the parties.

I. CLARIFICATION OF TERMS: If any prospective (bidder/offeror) has questions about the specifications or other solicitation documents, the prospective (bidder/offeror) should contact the buyer whose name appears on the face of the solicitation no later than five working days before the due date. Any revisions to the solicitation will be made only by addendum issued by the buyer.

J. PAYMENT:

1. To Prime Contractor:

a. Invoices for 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.

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 the date of offset 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 resolved in accordance with Code of B-5 Virginia, § 2.2-4363 and -4364. Upon determining that invoiced charges are not reasonable, the Commonwealth shall notify the contractor of defects or improprieties in invoices within fifteen (15) days as required in Code of Virginia, § 2.2-4351.,. The provisions of this section do not relieve an agency of its prompt payment obligations with respect to those charges which are not in dispute (Code of Virginia, § 2.2-4363).

2. To Subcontractors:

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

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

(2) 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 Commonwealth, 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 Commonwealth.

c. 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.

d. The Commonwealth of Virginia encourages contractors and subcontractors to accept electronic and credit card payments.

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

L. QUALIFICATIONS OF (BIDDERS/OFFERORS): The Commonwealth 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 (bidder/offeror) shall furnish to the Commonwealth all such information and data for this purpose as may be requested. The Commonwealth 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 Commonwealth further reserves the right to reject any (bid/proposal) if the evidence submitted by, or investigations of, such (bidder/offeror) fails to satisfy the Commonwealth that such (bidder/offeror) is properly qualified to carry out the obligations of the contract and to provide the services and/or furnish the goods contemplated therein.

M. TESTING AND INSPECTION: The Commonwealth reserves the right to conduct any test/inspection it may deem advisable to assure goods and services conform to the specifications.

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

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

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

2. The Purchasing Agency 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 Purchasing Agency of the adjustment to be sought, and before proceeding to comply with the notice, shall await the Purchasing Agency's written decision affirming, modifying, or revoking the prior written notice. If the Purchasing Agency 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 Purchasing Agency 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 Purchasing Agency’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 Purchasing Agency with all vouchers and records of expenses incurred and savings realized. The Purchasing Agency 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 Purchasing Agency within thirty (30) days from the date of receipt of the written order from the Purchasing Agency. 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 dispute’s provisions of the Commonwealth of Virginia Vendors Manual. Neither the existence of a claim nor a dispute resolution process, litigation or any other provision of this contract shall excuse the contractor from promptly complying with the changes ordered by the Purchasing Agency or with the performance of the contract generally.

P. DEFAULT: In case of failure to deliver goods or services in accordance with the contract terms and conditions, the Commonwealth may terminate this agreement after verbal or written notice without penalty. Upon termination the Commonwealth may procure the goods or services contracted for 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 Commonwealth may have.

Q. TAXES: Sales to the Commonwealth of Virginia are normally exempt from State sales tax. State sales and use tax certificates of exemption, Form ST-12, will be issued upon request. Deliveries against this contract shall usually be free of Federal excise and transportation taxes.