VCCS-MGCC-25-59871_Snack and Beverage Vending Services_RF-Final.pdf

Request for Proposals (RFP)

Issue Date: August 26, 2024

RFP Number: VCCS-MGCC-25-59871

Title: Snack and Beverage Vending Services

Commodity Code: 96115- Concession, Catering, Vending: Mobile & Stationary 39377- Soft Drinks 74085-Vending Machines, Refrigerated (Food, Beverages, Sundries, etc.)

Issuing Agency: Commonwealth of Virginia Virginia Community College System Shared Service Center Attn: Procurement Intake 147 Daleville Centre Drive Daleville, Virginia 24083

Contract Term: One (1) year, with four (4) additional one-year renewal options, or as negotiated.

Proposals will be Received Until September 18, 2024, at 2:30 PM local time.

All proposals must be received in eVA’s Virginia Business Opportunities by the date and time stated immediately above. Any proposals received after the time and date will not be considered.

In lieu of a Pre-Proposal Conference, questions will only be accepted by email to Tiffany Ollie through September 4, 2024, by 12 noon. Any inquiries regarding this solicitation should be directed via email only to Tiffany Ollie, Strategic Sourcing Supervisor Email: tollie@ssc.vccs.edu

Site Visits: Offerors who wish to see the vending area of the College, contact the Contract Officer to schedule a site visit with the College. No questions shall be asked at the site visit. Direct all questions to the Contract Officer.

All inquiries must be made in writing and must be submitted electronically as indicated in the RFP. No oral inquiries will be accepted. From the date of issuance of this RFP, until the selection of a Contractor(s) is announced, all questions concerning any part of this RFP shall be directed ONLY to Tiffany Ollie (tollie@ssc.vccs.edu). It is not permissible for an Offeror, or any entity working on behalf of an Offeror, to solicit information from any individual or government source (Federal or State) other than from the official point of contact listed above. Any unauthorized solicitations for information are grounds for disqualification of Offeror’s proposal.

In compliance with this Request for Proposal (RFP) and to all the conditions imposed therein and hereby incorporated by reference, the undersigned offers and agrees to furnish the goods and services in accordance with the attached submitted proposal or as mutually agreed upon by subsequent negotiation.

Name of Firm: Date:

Address of Firm: By:

eVA Vendor ID number: Name:

Vendor DUNS Number: Title:

Vendor SCC ID Number: Telephone Number:

DSBSD Certification Number: Email:

Note: This public body does not discriminate against faith-based organizations in accordance with the Code of Virginia, § 2.2-4343.1 or against an offeror because of race, religion, color, sex, national origin, age, disability, sexual orientation, gender identity, political affiliation, or veteran status or any other basis prohibited by state law relating to discrimination in employment. Faith-based organizations may request that the issuing agency not include subparagraph 1.e in General Terms and Condition C. Such a request shall be in writing and explain why an exception should be made in that invitation to bid or request for proposal.

mailto:swells@ssc.vccs.edu

Request for Proposal # VCCS-MGCC-25-59871

Snack and Beverage Vending Services

Table of Contents

Section Description Page

Number

Cover Page ** 1

I Purpose 3

II Background 3

III Cooperative Procurement 3

IV Statement of Needs 3

V Proposal Preparation and Submission Instructions 7

VI Evaluation and Award Criteria 9

VII General Terms and Conditions 9

VIII Special Terms and Conditions 18

IX Ordering Procedures 22

X Method of Payment 22

XI Commission Rate Schedule 22

XII Attachments 22

- Complete and Return with Proposal:

Attachment 1 – Vendor Data Sheet ** 23

Attachment 2 – State Corporation Commission Form ** 24

Attachment 3 – Proprietary and Confidential Information Form ** 25

Attachment 4 – Small Business Subcontracting Plan ** 26

Attachment 5 – Commission Rate Schedule ** 28

** These items must be completed and returned as part of the RFP submission package.

I. PURPOSE

The purpose of this Request for Proposal (RFP) is to solicit sealed proposals from qualified offerors to establish one or more contract(s) through competitive negotiation to provide snack and beverage vending services to faculty, staff, and students on the campus of Mountain Gateway Community College (MGCC). The successful contractor shall sell high quality items along with highest quality services at the lowest possible prices, with or without a commission coming back to the college requesting services under any resulting contract in accordance with the Statement of Needs. Mountain Gateway Community College (MGCC) located at 1000 College Drive, Clifton Forge, Virginia 24422. MGCC has 950 students and 150 staff members as of

FY23.

II. BACKGROUND

The Virginia Community College System (VCCS) is a state supported two-year non-residential college with the primary mission of providing quality comprehensive higher education, workforce programs, and services to promote student success and to enhance business and community development. The VCCS provides the first two years of baccalaureate study for students who wish to transfer to four-year colleges and universities and offers programs to support the growth and development of the area’s workforce. VCCS Colleges serve the State of Virginia. There is a community college within every thirty miles.

III. COOPERATIVE PROCUREMENT

It is the intent of this solicitation and resulting contract to allow for cooperative procurement. Accordingly, any Virginia Community College System institution may access any resulting contract if authorized by the contractor.

Participation in this cooperative procurement is strictly voluntary. If authorized by the Contractor, the resultant contract may be extended to the entities indicated above to purchase at contract prices in accordance with contract terms. No modification of this contract or execution of a separate contract is required to participate. Participating entities shall place their own orders directly with the Contractor and shall fully and independently administer their use of the contract to include contractual disputes, invoicing, and payments.

Use of this contract does not preclude any participating entity from using other contracts or competitive processes as needed.

IV. STATEMENT OF NEEDS

The Virginia Community College System (VCCS) seeks to procure snack and beverage vending machine services for faculty, staff, and students at VCCS. The work to be completed includes but is not limited to providing all labor, materials, carts, supplies, tools, and equipment (except for the college provided items – once negotiated), miscellaneous incidentals, transportation, and related items necessary as requested by the colleges. The successful offerors shall be responsible for providing these services as described below and any terms and conditions and attachments referred to in this RFP. Each offeror should carefully read and review all such documents.

A. GENERAL REQUIREMENTS:

1. The successful offeror shall supply all labor, materials, carts, supplies, tools, and equipment (except for the college provided items – once negotiated), miscellaneous incidentals, transportation, and related items necessary to provide snack and beverage vending machine service to the Colleges.

2. The College’s hours of operation are typically Monday – Thursday, 7:30 a.m. – 8:00 p.m. and Friday, 7:30 a.m. – 3:30 p.m.

3. All machines installed, either as original or replacement machines, shall be current production models.

4. The successful offeror shall maintain and properly service all equipment to ensure good working order and minimum service interruption. The successful offeror shall establish and replenish a change fund in the Cashier’s office. Cashiers shall maintain a log to document refunds that includes machine location, reason for refund, date, amount, and requester’s signature.

5. The successful offeror shall respond to all request for service within twenty-four (24) hours of the initial contract for repairs, servicing, or restocking.

6. All electrically operated equipment shall meet all requirements as defined in the Occupational Safety and Health Administration regulations (i.e., double insulated wires) as well as the Standards of the National Electrical Code and comply with all the safety measures of the Commonwealth of Virginia as they relate to electricity, plumbing and safety. Fire extinguishers may not be blocked by vending machines when in regular use. Temporary blocking of fire extinguishers is permitted when restocking vending machines, but vending machines shall be moved clear of fire extinguishers immediately after restocking.

7. The successful offeror shall obtain and pay for all permits, license, and shall be responsible for the regulatory and permit compliance of all federal, state, and local health codes as they apply to food/beverage service.

8. The successful offeror shall maintain equipment in a clean and sanitary manner.

9. All crating and debris generated by the successful offeror shall be removed by the successful offeror from the premises each day the machines are re-stocked.

10. The successful offeror shall pay all taxes associated with the operation.

11. The successful offeror shall be responsible for any damage to existing equipment or finishes surfaces resulting from the performance of this contract and shall be repaired to the College’s satisfaction at the successful offerors expense.

12. The successful offeror shall make all arrangements for delivery, unloading, receiving, and storing merchandise. The College shall not assume any responsibility for receiving these shipments.

13. The successful offeror, per each college’s discretion will provide and maintain vending machines with at a minimum, a one-dollar bill acceptor ($1.00) and a coin changer.

14. The successful offeror shall provide vending machines, where feasible, to accept credit/debit cards.

No fees or surcharges will be added for the use of credit/debit cards. All vending machines accepting credit/debit cards shall be Payment Card Industry Data Security Standard (PCI DSS) compliant which is:

a. The successful offeror must be PCI Level 1 compliant according to the standards of the credit card industry. The successful offeror agrees to provide annual certification of PCI compliance to the College.

b. The successful offeror represents and warrants that for the life of the contract, the software and services used for processing transactions shall be compliant with standards established by the PCI Security Standards Council.

15. The successful offeror must accept, at a minimum, Master Card, and VISA.

16. The successful offeror shall offer healthy alternative items both beverage and snacks at the College’s discretion.

17. The successful offeror shall complete all final connections for all vending machines. The buildings will not be altered to accommodate the placement of the vending machines.

18. The successful offeror shall place equipment only in the areas designated and approved by the College.

19. The successful offeror and the College may mutually establish routine procedures within the scope of these specifications for handling the services described herein. Such procedures are subject to the College’s approval.

20. Adjustments to sales price on the food/beverage items may be granted with the prior approval of the College.

21. The Successful Offeror shall provide a menu with all pricing inclusive, which is negotiable.

B. VENDING SERVICES

1. The successful offeror shall replenish supplies at each visit to restock the vending machines.

National and Regional brands will be established and utilized. At the College discretion, a certain percent of all items sold shall be healthy snack options and proper point of sale shall be in place to reflect nutritional facts.

2. The successful offeror shall remove all commodities subject to expiration on or before the actual expiration date which is noted on the commodity. The successful offeror and the College will establish and maintain a set schedule of mutually agreeable times routine servicing, restocking, and data collection of machines. The successful offeror shall provide the schedule to the College for review at least 60 days prior to contract renewal or if the schedule is subject to be modified or changed.

C. PRICING AND VENDING PRODUCTS

1. The successful offeror shall ensure that pricing of all items offered for sale are competitive with the vending market in the College’s area. All retail prices are subject to change based on fluctuations in the wholesale market and other operational expenses, e.g. fuel cost, tax increase, labor, etc.

2. Price increases for any items shall be discussed between the College and the successful offeror at least thirty (30) days prior to any accrued change and shall be agreed upon in writing.

3. Compensation: Any resultant contract will not impose any financial responsibilities on its participants, except that each participant will be responsible for the funding cost it incurs in its own interest, related to the support of any resultant contract. The successful offeror, at the College discretion, shall pay the College a percentage of gross sales, less returns and sales tax, from vending machines. Commission shall be based upon the previous month’s sales and paid by the 15th of the following month. The College can choose to opt out of obtaining commission from the successful offeror.

D. GOODS AND SERVICES TO BE PROVIDED BY THE COLLEGE

1. The College shall provide the successful offeror with a list of all locations requesting the service.

2. The College shall provide a site tour, indicating all locations of vending machines, proper parking techniques, and emergency regulations.

3. The College shall provide a point of contact including name, address, email, and telephone of all operational contacts.

4. The College shall provide access to all sites during normal business hours of operation, security training, proper badging and any other training required to perform the scope of work as it relates to safety, rules, or regulations.

5. The College shall provide space/area that is functional to operate vending services in. The College will provide the utilities for the services.

6. The College, its agents, and employees shall not be liable to the successful offeror for any damage to the successful offeror’s property while on college premises or food spoilage caused by any interruption or cessation of said heat, air condition, and/or utility services.

E. PERSONNEL REQUIREMENTS

1. The successful offeror shall be responsible for the conduct of all personnel while on the job site.

2. The successful offeror shall adhere strictly to campus regulations concerning personal behavior. The

College will provide a copy of the campus regulations to the Successful offeror upon the start of the contract. The successful offeror shall agree to assign only those employees acceptable to the College to manage the vending services. Employees are to be service-oriented, pleasant, and understanding of the needs of the College’s students, staff, and faculty.

a. Workers appearing to be under the influence of alcohol or drugs shall not be permitted on the work site.

b. Loud, disruptive, and unprofessional conduct shall not be permitted. Anyone exhibiting such behavior shall be barred from the work site permanently.

3. The successful offeror’s personnel policies shall be consistent with federal and state laws.

4. The College reserve the right to reject any contractor’s employee who, in the College’s judgment, are not adequately performing the work specified in the Statement of Needs section of this RFP.

5. The successful offeror and its personnel shall have an identification card properly displayed while performing service showing the company name and employee name.

Proposals should at a minimum address the following:

a) Provide a plan of operation to achieve the following:

• Commitment to sanitation, presentation, and customer service.

• Plan to maintain the space and equipment in a clean, safe, and functional condition.

b) Provide a list of food and beverage items your company can provide for vending services including healthy alternatives. The list of items should also include the proposed price of each item.

c) Describe your process for handling equipment breakdown/failures.

d) Describe your process for handling and resolving customer complaints, including your process for providing refunds. Provide a minimum timeframe for resolving issues.

e) Provide any other relevant information pertaining to the services being sought in this RFP.

f) Provide a brief history of your company and experience in providing the service being sought in this

RFP.

g) Provide information on those individuals to be assigned to work with the College and a description of their experience in providing services being sought in this RFP.

h) Describe any training that is provided to personnel during their employment with your company.

i) Demonstrate how your company will provide vending service.

j) Pescribe in detail how your company intends on ensuring all personnel are adhering to all federal, state, and local ordinances, rules, regulations, and health codes.

V. PROPOSAL PREPARATION AND SUBMISSION INSTRUCTIONS

A. GENERAL PROPOSAL PREPARATION

RFP Response: In order to be considered, offerors must submit a complete response to this RFP (electronically). No other distribution of the proposal shall be made by the offeror.

1. Response:

a. One (1) original signed proposal including the RFP, coversheet, and signed acknowledgement of any addenda (if applicable) –Email is not acceptable.

b. One (1) redacted copy (only if offeror has invoked the protections trade of §2.2-4342F of the Code of Virginia). Redacted copy must be identical to the original copy, with the exception of removal/overwritten redacted information – (marked “REDACTED”). Email is not acceptable.

2. Proposal Preparation:

a. Ownership of all data, materials, and documentation originated and prepared for the State pursuant to the RFP shall belong exclusively to the State 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 § 2.2-4342F 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 some distinct method such as highlighting or underlining and must indicate only the specific words, figures, or paragraphs that constitute trade secret or proprietary information in the original signed proposal and paper copies. Additionally, the offeror must submit a redacted copy of the proposal if invoking said protect. The classification of an entire proposal document or prequalification application, line item, prices, and/or total proposal prices as proprietary or trade secrets is not acceptable and will result in rejection of the proposal. If, after being given reasonable time, the offeror refuses to withdraw an entire classification designation, the proposal will be rejected.

b. Proposals shall be signed by an authorized representative of the offeror. All information requested should be submitted. Failure to submit all information requested may result in the purchasing agency requiring prompt submission of missing information and/or giving a lowered evaluation of the proposal. Proposals which are substantially incomplete or lack key information may be rejected by the purchasing agency. Mandatory requirements are those required by law or regulation or are such that they cannot be waived and are not subject to negotiation.

c. Proposals should be prepared simply and economically, providing a straightforward, concise description of capabilities to satisfy the requirements of the RFP. Emphasis should be placed on completeness and clarity of content.

d. The entire proposal response shall be limited to 100 typed pages (excluding the complete RFP, without attachments) signed and filled out as required. No font shall be smaller than 11 Point. Page size shall be 8 ½ x 11 inch. Larger pages are allowed for figures or tables but should be used sparingly. All pages should be numbered. Proposal should be submitted as one attachment in eVA.

e. Proposals should be organized in the order in which the requirements are presented in the

RFP. All pages of the proposal should be numbered. Each paragraph in the proposal should reference the paragraph number of the corresponding section of the RFP. Please cite the paragraph number, sub letter, and repeat the text of the requirement as it appears in the RFP. If a response covers more than one page, the paragraph number and sub letter should be repeated at the top of the next page. The proposal should contain a table of contents which cross-references the RFP requirements. Information which the Offeror desires to present that does not fall within any of the requirements of the RFP should be inserted at an appropriate place or be attached at the end of the proposal and designated as additional material. Proposals that are not organized in this manner risk elimination from consideration if the evaluators are unable to find where the RFP requirements are specifically addressed.

f. As used in this RFP, the terms “must”, “shall”, “should” and “may” identify the criticality of requirements. “Must” and “shall” identify requirements whose absence will have a major negative impact on the suitability of the proposed solution. Items labeled as “should” or “may” are highly desirable, although their absence will not have a large impact and would be useful but are not necessary. Depending on the overall response to the RFP, some individual “must” and “shall” items may not be fully satisfied, but it is the intent to satisfy most, if not all, “must” and “shall” requirements. The inability of an Offeror to satisfy a “must” or “shall” requirement does not automatically remove that Offeror from consideration;

however, it may seriously affect the overall rating of the Offeror’s proposal.

g. Oral Presentation / Demonstrations: Offerors who submit a proposal in response to this RFP may be required to give an oral presentation or provide a demonstration of their proposed solution to the agency. This provides an opportunity for the Offeror to clarify or elaborate on the proposal. This is a fact-finding and explanation session only and does not include negotiation. The issuing agency will schedule the time and location of these presentations.

Oral presentations are an option of the purchasing agency and may or may not be conducted.

B. SPECIFIC PROPOSAL INSTRUCTIONS

Proposals should be as thorough and detailed as possible so that the VCCS may properly evaluate your capabilities to provide the required services. Offerors are required to submit the following items as a complete proposal:

1. RFP cover sheet and all addenda acknowledgments, if any, signed and filled out as required.

2. Offeror (Vendor) Data Sheet, included as Attachment to the RFP, and other attachments as noted, and other specific items or data requested in the RFP.

3. A written narrative statement to include:

a. Experience in providing the services described herein.

b. Answers to all questions proposed.

c. Firm’s background, company history, locations, including the principals and their background. Detail the ownership and other relevant information regarding the firm.

d. Names, qualifications, and experience of personnel to be assigned to the project.

4. Specific methodology and plans for providing the proposed services including:

a. What, when, how, and by whom the services will be performed or accomplished.

b. Proposed timeline for delivery of services relative to award date of contract.

c. Proposed Commission Rate: Complete Attachment 5 – Commission Rate, commission rates shall be paid to the College based on gross monthly sales. Remittance, along with a statement indicating the net sales, shall be provided monthly to the College, by the 15th of the following month. Rate must be included in the proposal Attachment 5. The College has the discretion to have a commission-based contract or not, and commission is negotiable.

VI. EVALUATION AND AWARD CRITERIA

A. EVALUATION CRITERIA: Proposals will be evaluated by the VCCS using the following criteria:

Evaluation Criteria % Of

Total

Experience and Qualifications of company and personnel assigned to perform service

Proposed methodology and plans for providing services

Menu (Vending) selection and prices

DSBSD Certified Small Business.

TOTAL

B. AWARD TO MULTIPLE OFFERORS: Selection shall be made of two or more offerors deemed to be fully qualified and best suited among those submitting proposals on the basis of the evaluation factors included in the Request for Proposals, including price, if so, stated in the Request for Proposals.

Negotiations shall be conducted with the offerors so selected. Price shall be considered but need not be the sole determining factor. After negotiations have been conducted with each offeror so selected, the agency shall select the offeror which, in its opinion, has made the best proposal, and shall award the contract to that offeror. The Commonwealth reserves the right to make multiple awards as a result of this solicitation. The Commonwealth may cancel this Request for Proposals or reject proposals at any time prior to an award and is not required to furnish a statement of the reasons why a particular proposal was not deemed to be the most advantageous (Code of Virginia, § 2.2-4359D). Should the Commonwealth determine in writing and in its sole discretion 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. The award document will be a contract incorporating by reference all the requirements, terms and conditions of the solicitation and the contractor’s proposal as negotiated.

VII. 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 www.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, without regard to its choice of law provisions, and http://www.eva.virginia.gov/ any litigation with respect thereto shall be brought in the circuit 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 proposals, 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 or national origin and shall be subject to the same rules as other organizations that contract with public bodies to account for the use of the funds provided; however, if the faith-based organization segregates public funds into separate accounts, only the accounts and programs funded with public funds shall be subject to audit by the public body. (Code of Virginia, § 2.2-4343.1E).

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

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

a. The contractor will not discriminate against any employee or applicant for employment because of race, religion, color, sex, national origin, age, disability, or any other basis prohibited by state law relating to discrimination in employment, except where there is a bona fide occupational qualification reasonably necessary to the normal operation of the contractor. The contractor agrees to post in conspicuous places, available to employees and applicants for employment, notices setting forth the provisions of this nondiscrimination clause.

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

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

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

If a vendor is created or used for the purpose of circumventing a debarment decision against another vendor, the non-debarred vendor will be debarred for the same time period as the debarred vendor.

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

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

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

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, which 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 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 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:

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

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

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

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

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

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 disputes provisions of the Commonwealth of Virginia Vendors Manual. Neither the existence of a claim nor a dispute resolution process, litigation or any other provision of this contract shall excuse the contractor from promptly complying with the changes ordered by 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, after due oral or written notice, may terminate this contract and procure all goods and/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. The Commonwealth’s excise tax exemption registration number is 54-73-0076K.

If sales or deliveries against the contract are not exempt, the contractor shall be responsible for the payment of such taxes unless the tax law specifically imposes the tax upon the buying entity and prohibits the contractor from offering a tax-included price.

R. USE OF BRAND NAMES: Unless otherwise provided in this solicitation, the name of a certain brand, make or manufacturer does not restrict offerors to the specific brand, make or manufacturer named, but conveys the general style, type, character, and quality of the article desired. Any article which the public body, in its sole discretion, determines to be the equivalent of that specified, considering quality, workmanship, economy of operation, and suitability for the purpose intended, shall be accepted. The offeror is responsible to clearly and specifically identify the product being offered and to provide sufficient descriptive literature, catalog cuts and technical detail to enable the Commonwealth to determine if the product offered meets the requirements of the solicitation. This is required even if offering the exact brand, make or manufacturer specified. Normally in competitive sealed bidding only the information furnished with the bid will be considered in the evaluation. Failure to furnish adequate data for evaluation purposes may result in declaring a bid nonresponsive. Unless the offeror clearly indicates in its proposal that the product offered is an equivalent product, such proposal will be considered to offer the brand name product referenced in the solicitation.

S. TRANSPORTATION AND PACKAGING: By submitting their proposals, all offerors certify and warrant that the price offered for FOB destination includes only the actual freight rate costs at the lowest and best rate and is based upon the actual weight of the goods to be shipped. Except as otherwise specified herein, standard commercial packaging, packing and shipping containers shall be used. All shipping containers shall be legibly marked or labeled on the outside with purchase order number, commodity description, and quantity.

T. INSURANCE: By signing and submitting a proposal under this solicitation, the offeror certifies that if awarded the contract, it will have the following insurance coverage at the time the contract is awarded. For construction contracts, if any subcontractors are involved, the subcontractor will have workers’ compensation insurance in accordance with §§ 2.2-4332 and 65.2-800 et seq. of the Code of Virginia. The offeror further certifies that the contractor and any subcontractors will maintain this insurance coverage during the entire term of the contract and that all insurance coverage will be provided by insurance companies authorized to sell insurance in Virginia by the Virginia State Corporation Commission.

MINIMUM INSURANCE COVERAGES AND LIMITS:

1. Workers’ Compensation - Statutory requirements and benefits. Coverage is compulsory for employers of three or more employees, to include the employer. Contractors who fail to notify the Commonwealth of increases in the number of employees that change their workers’ compensation requirements under the Code of Virginia during the course of the contract shall be in noncompliance with the contract.

2. Employer’s Liability - $100,000.

3. Commercial General Liability - $1,000,000 per occurrence and $2,000,000 in the aggregate. Commercial General Liability is to include bodily injury and property damage, personal injury and advertising injury, products and completed operations coverage. The Commonwealth of Virginia shall be added as an additional insured to the policy by an endorsement.

4. Automobile Liability - $1,000,000 combined single limit. (Required only if a motor vehicle not owned by the Commonwealth is to be used in the contract. Contractor must assure that the required coverage is maintained by the Contractor (or third-party owner of such motor vehicle.)

Profession/Service Limits

Accounting $1,000,000 per occurrence, $3,000,000 aggregate Architecture $2,000,000 per occurrence, $6,000,000 aggregate

Asbestos Design, Inspection or Abatement Contractors $1,000,000 per occurrence, $3,000,000 aggregate Health Care Practitioner (to include Dentists, Licensed Dental Hygienists, Optometrists, Registered or Licensed Practical Nurses, Pharmacists, Physicians, Podiatrists, Chiropractors, Physical Therapists, Physical Therapist Assistants, Clinical Psychologists, Clinical Social Workers, Professional Counselors, Hospitals, or Health Maintenance

Organizations.) Code of Virginia §8.01-581.15) https://law.lis.virginia.gov/vacode/title8.01/chapter21.1/section8.01-581.15/

Insurance/Risk Management $1,000,000 per occurrence, $3,000,000 aggregate Landscape/Architecture $1,000,000 per occurrence, $1,000,000 aggregate

Legal $1,000,000 per occurrence, $5,000,000 aggregate Professional Engineer $2,000,000 per occurrence, $6,000,000 aggregate Surveying $1,000,000 per occurrence, $1,000,000 aggregate https://law.lis.virginia.gov/vacode/title8.01/chapter21.1/section8.01-581.15/

U. ANNOUNCEMENT OF AWARD: Upon the award or the announcement of the decision to award a contract as a result of this solicitation, the purchasing agency will publicly post such notice on the DGS/DPS eVA VBO (www.eVA.virginia.gov) for a minimum of 10 days.

V. DRUG-FREE WORKPLACE: Applicable for all contracts over $10,000: During the performance of this contract, the contractor agrees to (i) provide a drug-free workplace for the contractor's employees; (ii) post in conspicuous places, available to employees and applicants for employment, a statement notifying employees that the unlawful manufacture, sale, distribution, dispensation,…