SEALED INVITATION FOR BID IFB 2015-AD-0019 FOR SNACK AND BEVERAGE VENDING MACHINE SERVICES ACCEPTANCE DATE AND TIME JUNE 5, 2015, AT 10:00 A.M.

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1 RBHA.ORG SOUTH FIFTH STREET, RICHMOND, VA SEALED INVITATION FOR BID IFB 2015-AD-0019 FOR SNACK AND BEVERAGE VENDING MACHINE SERVICES ACCEPTANCE DATE AND TIME JUNE 5, 2015, AT 10:00 A.M. Adrienne D. Childress, VCA, VCO Senior Contract Officer (804)

2 IFB Number: 2015-AD-0019 Issue Date: April 30, 2015 Commodity Code(s): Title: Issuing Agency: Period of contract: Worksite: Snack and Beverage Vending Machine Services Richmond Behavioral Health Authority 107 S. Fifth Street, Richmond, Virginia September 1, 2015 through August 31, 2017; with three (3) one year renewal options Richmond, Virginia Submit questions in written format no later than May 19, 2015, at 10:00 a.m. Eastern Time. See Attachment E. Richmond Behavioral Health Authority will answer material and pertinent questions in writing by posting an Addendum on the RBHA s website at and on the eva website at It is the responsibility of the potential Bidder to check the web sites for these notices. Submit one sealed bid by mail and hand delivery, directly to the issuing agency identified above, Attention Adrienne D. Childress, Senior Contract Officer no later than June 5, 2015, at 10:00 a.m. Eastern Time. The Richmond Behavioral Health Authority will not consider late bids. Bidders mailing bids should allow sufficient mail delivery time to ensure timely receipt. A MANDATORY pre-conference is scheduled for May 18, 2015, at 9:00 am. A public opening is scheduled for June 1, 2015, at 2:00 p.m. Eastern Time. Direct all inquiries for information to Adrienne D. Childress, Senior Contract Officer at (804) or childressa@rbha.org. Unauthorized contact with other Richmond Behavioral Health Authority staff regarding this IFB may result in the disqualification of the Bidder. **********FACSIMILES ARE NOT ACCEPTED************** In compliance with this Invitation for Bid (IFB) and subject to all conditions imposed therein, the undersigned agrees to furnish the services at the prices by their submission. *Virginia provider License No. (if applicable) Class: Specialty Codes: Name and Address of Firm: Date: By: (Signature In Ink) Zip Code: Name: eva provider ID or DUNS#: (Please Print) Fax Number: ( ) Title: Address: Telephone Number: ( ) Note: This public body does not discriminate against faith-based organizations in accordance with the Code of Virginia, or against a Bidder because of race, religion, color, sex, national origin, age, disability, or any other basis prohibited by state law relating to discrimination in employment. IMPORTANT: THIS PAGE MUST BE COMPLETED AND RETURNED WITH YOUR RESPONSE AD-0019 Snack and Beverage IFB Page 2 of 34

3 IT IS THE BIDDER S RESPONSIBIILTY TO ENSURE THAT BIDS ARE RECEIVED AT THE LOCATION INDICATED BY THE DATE AND TIME LISTED HEREIN. BIDDERS WILL INCLUDE THIS COVER SHEET IN YOUR BID WITH ALL REQUESTED INFORMATION AND AN AUTHORIZED SIGNATURE. IF AN ADDENDUM IS ISSUED TO THIS IFB, IT IS THE RESPONSIBILITY OF THE BIDDER TO PROVIDE ACKNOWLEDGEMENT OF THAT ADDENDUM AS PART OF THE BID SUBMISSION. IN COMPLIANCE WITH THIS INVITATION FOR BIDS AND TO ALL THE CONDITIONS IMPOSED THEREIN, THE UNDERSIGNED BIDDER AGREES TO FURNISH THE SERVICES IN ACCORDANCE WITH THE ATTACHED SIGNED BID OR AS MUTUALLY AGREED UPON BY SUBSEQUENT NEGOTIATION. My signature warrants that I have not employed or retained any firm or person other than a bona fide employee working solely for the firm to solicit or secure this Contract and have not paid or agreed to pay any firm or person other than a bona fide employee working solely for the firm any fee, commission, percentage, brokerage fee, gifts or other consideration contingent upon or resulting from the award or making of this Contract. For breach or violation of this warranty, the RBHA will have the right to annul or void this Contract without liability or, in its sole discretion, to deduct from the contract price or consideration, or otherwise recover the full amount of such fee, commission, percentage, brokerage fee, gift or contingent fee. My signature also certifies that this firm has no business or personal relationships with any other companies or persons that could be considered as a conflict of interest or potential conflict of interest to the Richmond Behavioral Health Authority, and that there are no principals, officers, agents, employees, or representatives of this firm that have any business or personal relationships with any other companies or persons that could be considered as a conflict of interest or a potential conflict of interest to the RBHA, pertaining to any and all work or services to be performed as a result of this request and any resulting contract with the RBHA. If the Contractor knowingly makes a material misrepresentation in submitting information to the RBHA, such misrepresentations are sufficient grounds for rescinding the award of this Contract. By signing this document, I hereby certify that I am authorized to sign as a Representative for the Firm and to obligate the Firm to the terms and conditions contained herein: (Official Signature) Print Name of Organization Print Name Tax Identification Number Organization Address Telephone Number Address Fax Number Date Note: This public body does not discriminate against faith-based organizations in accordance with the Code of Virginia, or against a Bidder because of race, religion, color, sex, national origin, age, disability, or any other basis prohibited by state law relating to discrimination in employment. IMPORTANT: THIS PAGE MUST BE COMPLETED AND RETURNED WITH YOUR RESPONSE AD-0019 Snack and Beverage IFB Page 3 of 34

4 TABLE OF CONTENTS I. PURPOSE PAGE 5 II. BACKGROUND PAGE 5 III. CURRENT VENDING SERVICES PAGE 5 IV. DEFINITIONS PAGE 6 V. SCOPE OF WORK PAGE 6 VI. CONTRACT PERIOD PAGE 10 VII. TERMS AND CONDITIONS PAGE 10 VIII. SPECIAL TERMS AND CONDITIONS PAGE 20 IX. ALL ATTACHMENTS MUST BE COMPLETED AND ARE REQUIRED WITH BID: PAGE 23 BUSINESS ASSOCIATE AGREEMENT ATTACHMENT A: PRICING SCHEDULE ATTACHMENT B: CONFLICT OF INTEREST STATEMENT ATTACHMENT C: VENDOR DATA SHEET ATTACHMENT D: STATE CORPORATION COMMISSION FORM ATTACHMENT E: QUESTIONS/INQUIRIES 2015-AD-0019 Snack and Beverage IFB Page 4 of 34

5 I. PURPOSE This document constitutes a request to solicit sealed bids to establish a term contract through competitive sealed bidding for the operation and management of snack and beverage vending services at Richmond Behavioral Health Authority (RBHA), a political subdivision of the Commonwealth of Virginia. Services will be on an as needed basis. It is RBHA s intent to enter into a commission-based contract. RBHA intends to award a single firm fixed contract. II. BACKGROUND RBHA is licensed by the Virginia Department of Behavioral Health and Developmental Services and is the statutorily established public entity responsible for providing mental health services, intellectual disabilities services, and substance abuse and prevention services to the citizens of the City of Richmond. RBHA was established in July 1996 by resolution of the City Council of the City of Richmond, pursuant to of the Code of Virginia, as a behavioral health authority. Services are provided directly by staff of the RBHA and through contracts with private providers within the community. RBHA has approximately 425 employees. RBHA revenue sources include Medicare, Medicaid, private insurance, and self-pay. III. CURRENT VENDING SERVICES RBHA currently has the following machines stocked with national brand items, maintained and serviced on a weekly basis by CRH Catering Company, Inc. All cold beverage machines dispense 20-ounce bottles. LOBBY 1 ST FLOOR 2 ND FLOOR (MULTI- PURPOSE 3 RD FLOOR ROOM) 1 Drink Machine 1 Drink Machine 1 Drink Machine 2 Drink Machine 1 Snack/Gum Machine 1 Snack/Gum Machine 2 Snack/Gum Machine 1 Snack/Gum Machine 2 Industrial size Microwave ovens (with 1 microwave stand) Approximately, 400 employees work at the main facility at 107 South 5 th Street, Richmond, Virginia. An estimated 200 visitors and consumers have access to the vending machines daily. The annual sales potential listed herein is an estimate only based on previous sales: Sales Commissions FY 14 $16,666 (estimated) $3,667 FY 13 $18,007 $3,962 The following items are currently selling for the following prices: 20 oz. Bottled Soft Drinks and Juices $ oz. Bottled Water $1.10 Premium Candy Items (including snack bars) $1.05 Value Candy (including nuts) $0.90 All Pastry Items $0.95 Large Potato Chips $0.90 Crackers/Cookie Packages $0.55 Rolled Candies/Gum $ AD-0019 Snack and Beverage IFB Page 5 of 34

6 IV. DEFINITIONS Total Gross Receipt is receipts from all sales of contractor products for each vending machine located on/in RBHA s premises at 107 South 5 th Street, Richmond, VA. V. SCOPE OF WORK A. GENERAL 1. The contractor will have five years of experience in the Commonwealth of Virginia furnishing all labor, materials and equipment necessary to provide professional, efficient, sanitary and ecologically sound vending services as described herein. The contractor will provide personnel properly trained in providing vending machine service and maintenance. 2. The contractor is responsible for complying with all health department, state and local regulations; securing all necessary permits for operation of the vending services; and for the collection and payment of all applicable federal, state and local taxes. Current copies of all permits shall be maintained and available to RBHA on demand. 3. The contractor will adhere to regulations concerning parking, safety, security, access, etc. It is the responsibility of the contractor to keep all vending machines, material handling equipment, and service vehicles in a clean, attractive and sanitized condition to the satisfaction of RBHA. 4. All expenses for the installation or removal of vending machines are the sole responsibility of and borne by the contractor. B. VENDING MACHINE SPECIFICATIONS 1. The contractor will install attractive new vending machines or vending machines refurbished to like new condition at the designated locations. All vending machines shall be current production models and should be uniform in appearance by the installation headers and end panels. 2. All vending machines will meet applicable industry and federal specifications, including but not limited to all accessibility requirements established by Federal, State, and Local guidelines as designated under the Americans with Disabilities Act (ADA). 3. The machines will be stocked, operable and available 365/24/7. 4. All vending machines will have either non-breakable glass or Plexiglas in order to minimize the risk of breakage, injury, and theft with card reader. All language and slogans will be in good taste and compliment the professional image of RBHA. 5. All vending machines will have validating capabilities and change ($1) dollar bills; five ($5) dollar bills and coins of the U.S. currency. All machines must be secured with locks on doors and coin boxes. Contractor is advised against leaving machines open for any time period while unattended as RBHA will not be held responsible for any lost or damage sustained as a result of the machine being left opened. 6. Contractor shall supply other equipment as deemed necessary by the Agency. This equipment may include, but not be limited to, coin changer and microwave ovens AD-0019 Snack and Beverage IFB Page 6 of 34

7 7. Upon mutual agreement, or when necessitated for repairs or renovation of RBHA offices, the contractor is responsible for moving vending machines to better accommodate RBHA needs. 8. Contractor must dispose of trash, garbage, debris, and maintain all vending machines in good sanitary conditions, including but not limited to any meters and special attachments in compliance with the standards of health and sanitation required by Federal, State, and Local laws and regulations. Contractor will provide maximum insect and pest control of their products and equipment. 9. Contractor will ensure that the area around the vending machines is clean and maintained in an orderly fashion. Contactor agrees to move vending machines every six (6) months for ventilation. The contractor and RBHA General Services will coordinate that activity. 10. Contractor is responsibility for upkeep and operation of all vending machines. The contractor will provide a visible decal with phone number for service and repairs on each vending machine. This customer service will be available at a minimum from 8:00 a.m. to 5:00 p.m. Monday through Friday. 11. Contractor will respond to any request for service within 24 hours of the initial contact for repairs. In the event a machine is non-repairable within 48 hours, the contractor will provide a replacement at the contractor s expense. The contractor will provide vending equipment maintenance and repair service Monday through Friday, during normal business hours of 8:00 a.m. to 5:00 p.m., excluding RBHA reserved holidays. The contractor will perform service/repair in such a manner as not to interrupt or interfere with the operation of any class or activity in the facility. 12. RBHA will provide space and utilities for vending operations; however, final connections for all vending machines is the responsibility of the contractor. RBHA will not alter the building to accommodate the placement of the vending machines. The placement of the vending machines only in the areas designated by General Services. Damage to contractor s supplies or equipment caused by the interruption of utility services will not confer liability on the part of RBHA. 13. The contractor and all vending machines under this contract must be fully insured against loss, damage, and theft. Contractor must also be fully insured against personal injury liability associated with its vending machines, their use, and their use in the facility. Evidence of required insurance coverage is required with Bidder s response to this IFB. 14. All machines will operate on standard electrical current for plug in operation. Space restrictions exist for machines located on floors 1 and 3. The contractor is responsible for final measurement and fit. Elevators are available for positioning of machines. 15. The vending machines with card readers will be placed as follows: Lobby 1 st Floor 1 Drink Machine 1 Drink Machine 1 Snack/Gum Machine 1 Snack/Gum Machine 2 nd Floor Multi-Purpose Room 3 rd Floor 1 Drink Machine 2 Drink Machines 2 Snack/Gum Machine 1 Snack/Gum Machine 2 Industrial size Microwave ovens (commercial dial) with one microwave stand C. SPECIFIC PERSONNEL AND SERVICE REQUIREMENTS 2015-AD-0019 Snack and Beverage IFB Page 7 of 34

8 1. The contractor is responsible for establishing effective management controls in the performance of the contract. The contractor will appoint a Project Manager who will routinely review and inspect operations, and fill staff vacancies, if necessary. The contractor s agent will have knowledge as to all aspects of the contract and will have full authority on the contractor s behalf in any and all matters pertaining to the contract. 2. The contractor will utilize its own employees and equipment. It is the responsibility of the contractor to provide a sufficient staff of properly trained employees to maintain vending machines consistently. 3. The contractor will provide bonded employees to handle cash. The contractor will provide an accurate list of such bonded employees authorized to service machines at RBHA. 4. The contractor s employees will have easily identifiable uniforms that include a clearly visible employee identification card at all times. Mutual agreement between RBHA and the contractor will determine exceptions to this requirement. All contractor employees must present a neat and clean appearance. 5. All contractor personnel assigned to RBHA will have a periodic health examination as required by law for food service employees, at the contractor s expense. D. INVENTORY AND STOCKING 1. The equipment inventory may vary as it relates to quantity, size, and selection. 2. All machines will provide healthy choice selections as determined by RBHA. 3. The contractor will maintain and service all vending equipment on a frequent and continuous basis. Service or restock each vending machine as necessary to maintain an adequate supply of fresh products or when approximately 50% of sold inventory. 4. Cold Drink Machines will have a minimum of six national brand selections per machine to include two diet selections. 5. The brands of all products sold through vending machines are to be limited to those enjoying national and local acceptance. 6. All perishable food sold through vending machines will be packaged, coded and replaced with fresh product on a regular basis. The vending machines will maintain a temperature of 41 degrees Fahrenheit. Handling of perishable foods will be in such a manner as to prevent prolonged exposure to warm temperatures. 7. Contractor will remove all crating, packaging and other debris generated from the premises by the contractor before leaving following each installation or delivery. 8. All food products and beverages will be placed in vending machines so that packaging label can be read. E. PAYMENT AND PRICING 1. The commission for vending services are computed monthly based on the contracted percentage of total gross receipts on each product sold. Each month the contractor will submit monthly sales statements to RBHA s General Services to determine an accurate commission amount due by the contractor AD-0019 Snack and Beverage IFB Page 8 of 34

9 2. Commission payments are due on or before the twentieth (20th) of the month on sales for the previous month. Checks are payable to Richmond Behavioral Health Authority and mailed directly to Richmond Behavioral Health Authority, Attention: Finance Department. A report of revenue and payment of commission is due to RBHA on/before the twentieth (20th) day of the subsequent month. Reports are included with payments to RBHA. Each year on the anniversary of award, the contractor will provide an annual sales report summarizing operations, gross receipts, commissions and other related information. F. REFUND POLICY 1. Refunds will not reflect the total sales volume or affect the required sales commission due to RBHA. 2. The contractor will provide a twenty dollar ($20.00) small bank of change and refund vouchers to a designated RBHA staff. Any money lost in the vending machines due to malfunction The voucher system will include a pre-filled out form for RBHA supplied by the contractor that the person making the claim will complete. The contractor will expedite and be liable for the supply and maintenance of funds for such refunds to the satisfaction of RBHA. The contractor will check designated money refund area(s) weekly for reports of money lost in machines. G. RBHA s RESPONSIBILITY RBHA will provide, without charge to the contractor the following: 1. Appropriate space for operating a Vending Machine 2. Insect and pest control, heat, water, and utility (including adequate water and electrical outlets) for all approved equipment in all designated vending areas. 3. It is understood that RBHA will not be in breach of this agreement or liable for any damage to the Contractor s property caused by any suspension or interruption of utility services. 4. RBHA will keep microwaves clean inside. H. ADDITIONAL INFORMATION 1. Vendor will install two (2) industrial size microwaves and one stand on the 2 nd floor in the multipurpose room. Route driver are responsible for wiping down microwaves on each visit. I. CONTRACT COMPLETION OR TERMINATION 1. At contract completion, the Contractor will remove all equipment within thirty days prior notice thereof or as indicated in such termination notice. At the option of RBHA, the contractor will continue service until a new contract for vending service is executed and said contract modification will be in writing showing consent of both parties. 2. RBHA may remove and place in storage any equipment that is unremoved promptly by the contractor upon the termination of the contract. If the contractor does not remove the equipment after sixty days from the date of receiving a written notice, at its discretion, RBHA will dispose of the equipment at the expense of the Contractor AD-0019 Snack and Beverage IFB Page 9 of 34

10 VI. CONTRACT PERIOD The initial term of this contract for the services outlined in this IFB will commence on September 1, 2015 through August 31, VII. TERMS & CONDITIONS 1. ADVERTISING: In the event a contract is awarded for supplies, equipment, or services resulting from this bid, no indication of such sales or services to RBHA are used in product literature or advertising. The Contractor will not state in any of its advertising or product literature that RBHA has purchased or uses any of its products or services, and the Contractor will not include RBHA in any client list in advertising and promotional materials. 2. 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 ( for a minimum of 10 days. 3. ANTI-DISCRIMINATION: Bidders certify to the Richmond Behavioral Health Authority 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 of the Virginia Public Procurement Act (VPPA). If the award is made to a faith-based organization, the organization will 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 is 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 are subject to audit by the public body. (Code of Virginia, E). a. In every contract over $10,000, the provisions in A. and B. below apply: During the performance of this contract, the Contractor agrees as follows: The Contractor will not discriminate against any employee or applicant for employment because of race, religion, color, sex or national origin or disabilities, except where religion, sex or national origin 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, including the names of all contracting agencies with which the Contractor has contracts over $10, 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. Notices, advertisements and solicitations placed in accordance with federal laws, rules or regulations are deemed sufficient for meeting the requirements of this Section. The Contractor will include the provisions of A. above in every subcontract or purchase order of over $10,000, so that the provisions are binding upon each subcontractor or Contractor. 4. ANTITRUST: The Contractor conveys, sells, assigns, and transfers to RBHA all rights, title and interest in and to all causes of the action it may now have or hereafter acquire under the antitrust laws of the 2015-AD-0019 Snack and Beverage IFB Page 10 of 34

11 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. 5. APPLICABLE LAW AND COURTS: This solicitation and any contract resulting from this solicitation is governed and construed in accordance with Virginia law without taking into account conflicts of laws rules. The parties hereto expressly agree that the proper forum for adjudication of matters arising under or relating to the contract resulting from this solicitation is the Circuit Court of the City of Richmond. RBHA may at its discretion, and if agreeable to the Bidder, 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, ). The Bidder will comply with applicable federal, state and local laws and regulations. 6. ASSIGNMENT OF CONTRACT: The Contractor may not assign this contract in whole or in part without the written consent of RBHA nor will the Contractor assign any monies due or to become due hereunder without the prior written consent of RBHA. 7. AUDIT: The Contractor hereby agrees to retain all books, records, and other documents relative to this contract for five (5) years after final payment. RBHA or State auditors will have full access to and the right to examine any of the Contractor s program or financial material during said period. RBHA further reserves the right to review, on demand and without notice, all files of any subcontractor employed by the Contractor to provide services or commodities under this contract where payments by RBHA are based on records of time, salaries, materials or actual expenses. In cases where the Contractor maintains multiple offices, audit records are maintained locally or be deliverable to a location in the metro- Richmond area. In every instance in which a Contractor enters one or more contracts with the RBHA with a combined value of over $200,000, the Contractor will provide a copy of a completed, independent audit no later than October 31 st following the completion of each contract year. 8. AUTHORIZATION TO CONDUCT BUSINESS IN THE COMMONWEALTH: A Contractor organized as a stock or non-stock corporation, limited liability company, business trust, or limited partnership or registered as a registered limited liability partnership is authorized to transact business in the Commonwealth as a domestic or foreign business entity if so required by Title 13.1 or Title 50 of the Code of Virginia or as otherwise required by law. Any business entity described above that enters into a contract with a public body pursuant to the Virginia Public Procurement Act will not allow its existence to lapse or its certificate of authority or registration to transact business in the Commonwealth, if so required under Title 13.1 or Title 50, to be revoked or cancelled at any time during the term of the contract. A public body may void any contract with a business entity if the business entity fails to remain in compliance with the provisions of this section. 9. AVAILABILITY OF FUNDS: It is understood and agreed between the parties herein that the agency is bound hereunder only to the extent of the funds available or which may hereafter become available for the purpose of this agreement. 10. BID ACCEPTANCE PERIOD: Any bid in response to this solicitation will be valid for 60 days. At the end of the days the bid may be withdrawn at the written request of the Bidder. If the bid is not withdrawn at that time it remains in effect until an award is made or the solicitation is canceled. 11. CANCELLATION OF CONTRACT: The purchasing agency reserves the right to cancel and terminate any resulting contract, in part or in whole, without penalty, upon 60 days written notice to the Contractor. In the event the initial contract period is for more than 12 months, either party may terminate the resulting contract, without penalty, after the initial 12 months of the contract period upon 60 days written notice to the other party. Any contract cancellation notice will not relieve the Contractor of the obligation to deliver and/or perform on all outstanding orders issued prior to the effective date of cancellation AD-0019 Snack and Beverage IFB Page 11 of 34

12 12. CHANGES TO THE CONTRACT: Changes are made to the contract in any of the following ways: The parties may agree in writing to modify the scope of the contract. An increase or decrease in the price of the contract resulting from such modification is agreed to by the parties as a part of their written agreement to modify the scope of the contract and are subject to the requirements of the Virginia Public Procurement Act. RBHA may order the 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 performed, the program setting, and staffing. The Contractor will comply with the notice upon receipt. RBHA will compensate the Contractor for any additional costs incurred as the result of such order and will give RBHA a credit for any savings. Said compensation is determined by one of the following methods at the discretion of RBHA: By mutual agreement between the parties in writing; or a. 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 RBHA s right to audit the Contractor s records and/or to determine the correct number of units independently; or b. 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 is used for determining a decrease in price as the result of savings realized. The Contractor will present RBHA with all vouchers and records of expenses incurred and savings realized. RBHA will 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 are asserted by written notice to RBHA within (30) thirty-days from the date of receipt of the written order from RBHA. 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 is 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 Providers Manual. Neither the existence of a claim nor a dispute resolution process, litigation or any other provision of this contract will excuse the Contractor from promptly complying with the changes ordered by RBHA or with the performance of the contract generally. 13. CLARIFICATION OF TERMS: If any prospective Bidder has questions about the Scope of Work or other solicitation documents, the prospective Bidder should contact the Senior Contract Officer whose name appears on the face of the solicitation, no later than five (5) business days before the acceptance date. Only the Senior Contract Officer will make any revisions to this solicitation, and issue such revisions by addendum. 14. CONTINUITY OF SERVICES: a. The Contractor recognizes that the services under this contract are vital to RBHA and must continue without interruption and that, upon contract expiration, a successor, either RBHA or another Contractor, may continue them. The Contractor agrees: i. to exercise its best efforts and cooperation to effect an orderly and efficient transition to a successor; ii. to make all RBHA owned facilities, equipment, and data available to any successor at an 2015-AD-0019 Snack and Beverage IFB Page 12 of 34

13 iii. appropriate time prior to the expiration of the contract to facilitate transition to successor; and, RBHA s Purchasing Department will have final authority to resolve disputes related to the transition of the contract from the Contractor to its successor. b. The Contractor will, upon written notice from the Purchasing Department, furnish phasein/phase-out services for up to ninety (90) days after this contract expires and will negotiate in good faith a plan with the successor to execute the phase-in/phase-out services. This plan is subject to the Purchasing Department s approval. c. RBHA will reimburse the Contractor for all reasonable, pre-approved phase-in/phase-out costs (i.e., costs incurred within the agreed period after contract expiration that result from phase-in, phase-out operations) and a fee (profit) not to exceed a pro rata portion of the fee (profit) under this contract. The Contract Officer will approve all phase-in/phase-out work fees in writing prior to commencement of said work. 15. DEBARMENT STATUS: Bidders certify that they are not currently debarred, suspended or otherwise excluded parties from submitting bids on contracts by any agency of the Commonwealth of Virginia, nor are they an agent of any person or entity that is currently debarred from submitting bids on contracts by an agency of the Commonwealth of Virginia. Each Bidder is screened at the time of IFB response to ensure that the Bidder, its principle and their named subcontractors are not debarred, suspended or otherwise excluded by any Federal Agency of the United States Government. 16. DEFAULT: In case of failure to deliver goods or services in accordance with the contract terms and conditions, RBHA, after due oral or written notice, may procure them from other sources and hold the Contractor responsible for any resulting additional purchase and administrative costs. This remedy is in addition to any other remedies that RBHA may have. 17. DOCUMENTS AND CONFIDENTIALITY: The Contractor ensures that information and data obtained as to personal or medical facts and circumstances related to clients are collected and held confidential, during and following the term of this agreement, and will not be divulged without the written consent of the individual. The Contractor will comply with the security and privacy requirements of the Health Insurance Portability and Accountability Act of 1996 (HIPAA). The Contractor will make available for inspection and/or reproduction by RBHA any records in the possession of the Contractor that relates to the services provided under this agreement. 18. DRUG FREE WORKPLACE: During the performance of this contract, the Contractor agrees to: a. provide a drug-free workplace for the Contractor's employees; b. post in conspicuous places, available to employees and applicants for employment, a statement notifying employees that the unlawful manufacture, sale, distribution, dispensation, possession, or use of a controlled substance or marijuana is prohibited in the Contractor's workplace and specifying the actions that will be taken against employees for violations of such prohibition; c. state in all solicitations or advertisements for employees placed by or on behalf of the Contractor that the Contractor maintains a drug-free workplace; and d. include the provisions of the foregoing clauses in every subcontract or purchase order of over $10,000, so that the provisions are binding upon each subcontractor or Contractor. e. For the purposes of this section, drug-free workplace means a site for the performance of work 2015-AD-0019 Snack and Beverage IFB Page 13 of 34

14 done in connection with a specific contract awarded to a Contractor, the employees of whom are prohibited from engaging in the unlawful manufacture, sale, distribution, dispensation, possession or use of any controlled substance or marijuana during the performance of the contract. f. The Contractor further acknowledges and certifies that it understands that a violation of these prohibitions constitutes a breach of contract and may result in default action being taken by RBHA in addition to any criminal penalties that may result from such conduct. 19. ETHICS IN PUBLIC CONTRACTING: Contractors certify that their bids are made without collusion or fraud and that they have not offered or received any kickbacks or inducements from any other Contractor, supplier, manufacturer or subcontractor in connection with their bid, 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. 20. FISCAL: The Contractor will have an independent audit performed at its expense for the time period of the contract. a. Perform the audit in accordance with the Single Audit Act of 1984, and the provision of OMB Circular A-f128, audits of state and local governments. The audits must also comply in all respects with the generally accepted auditing standards of the American Institute of Certified Public Accountants, the standards for financial and compliance audits contained in the standards for audit of governmental organizations, programs, activities and functions issued by the U.S. General Accounting Office. The audits should include a management letter. The State requires a plan of corrected action sent with the audit. Audits are due to RBHA by October 1 each year and five (5) copies are required. b. For grant-funded programs, the Contractor s audit report must state whether funding provided through RBHA was spent in compliance with the Board-approved budget. c. For purchase of services programs, the Contractor must submit reasonably detailed financial statements audited by an independent Certified Public Accountant. The audit is submitted annually, must examine cost on which the unit rate was determined and must verify that the contract money was received from RBHA. d. As determined by the 4th quarter financial report, RBHA s shares of unexpended funds are returned to RBHA. If the agency is an RBHA Contractor the following year, this fund return is accomplished through a payment reduction during the second quarter; if the agency is not an RBHA Contractor the following year, the funds are returned to RBHA s General Fund for reappropriation. Financial reports are required after each quarter. 21. HEALTH INSURANCE PORTABILITY AND ACCOUNTABILITY ACT: The Contractor will comply with privacy and security requirements of the Health Insurance Portability and Accountability Act of 1996 (HIPAA). The Contractor is expected, if requested by RBHA, to execute a HIPAA Business Associate contract/agreement. 22. IMMIGRATION REFORM AND CONTROL ACT OF 1986: Contractors certify that they do not and will not during the performance of this 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 (the Act ) or otherwise violate the provisions of the Act. 23. INDEMNIFICATION: The Contractor will indemnify, defend and hold harmless RBHA, its officers, 2015-AD-0019 Snack and Beverage IFB Page 14 of 34

15 agents, and employees from and against any and all losses, liabilities, claims, damages and expenses including court costs and reasonable attorney s fees arising from any material default or breach by the Contractor of its obligation specified in this contract, as well as all claims arising from errors, omissions, negligent acts or intentional acts of the Contractor, its officers, agents, and employees. Furthermore the Contractor will assume the entire responsibility and liability for any and all damages to persons or property caused by or resulting from or arising out of any act or omission on the part of the Contractor, its subcontractors, its agents or its employees under or in connection with this contract. The Contractor will hold harmless and indemnify RBHA and its agents, its volunteers, its servants, its employees, and its officers from and against any and all claims, losses or expenses including but not limited to court costs and attorneys fees, which either or both of them may suffer, pay or incur as the result of claims or suits due to, arising out of or in connection with any and all such damage, real or alleged. The Contractor will upon written demand by RBHA, assume and defend at the Contractor s sole expense any and all such claims or legal actions. 24. INSURANCE: The Contractor certifies that, if awarded this contract, it will have the insurance coverage listed below at the time the contract is awarded. Additionally, the Bidder further certifies that the Contractor or subcontractors will maintain this coverage during the entire term of the contract, and that all insurance coverage s are provided by insurance companies authorized to sell insurance in Virginia by the Virginia State Corporation Commission. a. During the period of the contract, RBHA reserves the right to require the Contractor to furnish certificates of insurance for the coverage required by RBHA as indicated. b. The minimum insurance coverage required: i. Contractual Liability. Broad form contractual Liability insurance will include the indemnification obligation set forth in this contract. ii. iii. iv. Commercial General Liability. Commercial General Liability insurance will insure against all claims, loss, cost, damage, expense or liability from loss of life or damage or injury to persons or property arising out of the Consultant s performance under this contract. The minimum limit of liability for this coverage is $1,000,000 combined single limit for any one occurrence. Automobile Liability. The minimum limit of liability for Automobile Liability Insurance is $1,000,000 combined single limit applicable to owned or non-owned vehicles used in the performance of any work under this contract. Workers Compensation. Workers Compensation insurance covering Consultant s statutory obligation under the laws of the Commonwealth of Virginia and Employer s Liability insurance is maintained for all its employees engaged in work under this contract. Minimum limits of liability for Employer s Liability is $100,000 bodily injury by accident each occurrence; $500,000 bodily injury by disease (policy limit); and $100,000 bodily injury by disease (each employee). With respect to Workers Compensation coverage, the Consultant s insurance company will waive rights of subrogation against the RBHA, its officers, employees, agents, volunteers and representatives. v. Umbrella Coverage. The insurance coverage s and amounts set forth in subsections (1), (2), (3), and (4) of this Section may be met by an umbrella liability policy following the form of the underlying primary coverage in a minimum amount of $1,000,000. Should an umbrella liability insurance coverage policy be used, such coverage is accompanied by a 2015-AD-0019 Snack and Beverage IFB Page 15 of 34

16 certificate of endorsement stating that it applies to the specific policy numbers indicated for the insurance providing the coverage s required by subsections (1), (2), (3), and (4), and it is further agreed that such statement is made a part of the Certificate of Insurance furnished by the Consultant to RBHA. vi. Other insurance as required based upon the nature of the contract. c. The Contractor will indemnify, defend and hold harmless RBHA, its officers, agents and employees from and against any and all losses, liabilities, claims, damages and expenses (including court costs and reasonable attorneys fees) arising from any material default or breach by the Contractor of its obligations specified in this contract, as well as all claims arising from errors, omissions, negligent acts or intentional acts of the Contractor, its officers, agents and employees. 25. LICENSE: All licenses, permits, and inspection fees required for this project will comply with all laws, ordinances, regulations, and building code requirements applicable to the work contemplated herein. 26. MANDATORY USE OF FORM AND TERMS AND CONDITIONS: Modification of or additions to the terms and conditions of the solicitation may cause the rejection of the bid; however, RBHA reserves the right to decide, on a case by case basis, in its sole discretion, whether or not to reject such a bid. 27. METHOD OF PAYMENT: The Contractor will submit a monthly invoice for services, in arrears that are ordered, delivered and accepted on a monthly basis by the Contractor to the attention of Accounts Payable at the RBHA. Monthly invoices are due to RBHA no later than 15 days after the last day of the month. Payment is made upon 30 days of the receipt of an accurate and complete invoice. All invoices must include the RBHA contract number and Contractor s federal identification number. 28. MULTIPLE BIDS: A Contractor may not submit more than one bid. RBHA will declare incomplete bids as non-responsive and will not evaluate them. 29. NONDISCRIMINATION OF CONTRACTORS: A Bidder, or Contractor will not discriminate against in the solicitation or award of this contract because of race, religion, color, sex, national origin, age, disability, faith-based organizational status, any other basis prohibited by state law relating to discrimination in employment or because the Bidder or Bidder employs ex-offenders unless the state agency, department or institution has made a written determination that employing ex-offenders on the specific contract is not in its best interest. If the award of this contract is made to a faith-based organization and an individual, who applies for or receives goods, services, or disbursements provided pursuant to this contract objects to the religious character of the faith-based organization from which the individual receives or would receive the goods, services, or disbursements, the public body will offer the individual, within a reasonable period of time after the date of his objection, access to equivalent goods, services, or disbursements from an alternative Contractor. 30. OBLIGATION OF BIDDER: The Contractor covenants and agrees that he/she has satisfied him/herself, from his/her own investigation of the conditions to be met, that he/she fully understands his/her obligation and that he/she will not make any claim for, or have right to cancellation or relief from the contract because of any misunderstanding or lack of information. 31. OWNERSHIP OF MATERIAL: Ownership of all data, material, and documentation originated and prepared for RBHA pursuant to the IFB belongs exclusively to RBHA and is subject to public inspection in accordance with the Virginia Freedom of Information Act. Trade secrets or propriety information submitted by a Contractor will not be subject to public disclosure under the Virginia Freedom of Information Act; however, the Contractor must invoke the protection of this section prior to or upon 2015-AD-0019 Snack and Beverage IFB Page 16 of 34

17 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. 32. PAYMENT: a. To Prime Contractor: b. Any payment terms requiring payment in less than thirty (30) days are regarded as requiring payment thirty (30) days after invoice or delivery, whichever occurs last. This will not affect offers of discounts for payment in less than thirty (30) days, however. c. The following is deemed 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. d. 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 are researched and challenged, and that portion of the invoice held in abeyance until a settlement can be reached. Upon determining that invoiced charges are not reasonable, RBHA will promptly notify the Contractor, in writing, as to those charges which it considers unreasonable and the basis for the determination. A Contractor may not institute legal action unless a settlement cannot be reached within thirty (30) days of notification. The provisions of this section do not relieve an agency of its prompt payment obligations with respect to those charges which are not in dispute (Code of Virginia, ). e. To Subcontractors: A Contractor awarded a contract under this solicitation is hereby obligated: i. To pay the subcontractor(s) within seven (7) days of the Contractor s receipt of payment from RBHA for the proportionate share of the payment received for work performed by the subcontractor(s) under the contract; or ii. To notify RBHA and the subcontractor(s), in writing, of the Contractor s intention to withhold payment and the reason. 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 RBHA, 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 RBHA. 33. PERSONNEL: The Contractor may change personnel designated in the management summary for key positions after receiving prior permission from RBHA. RBHA will only approve such change when, in its opinion, the substitute personnel have equal or greater qualifications and experience than those they replace. 34. POST AWARD: Following the selection and signing of a contract, the Procurement Technician will publicly post such notice on the DGS/DPS eva VBO ( for a minimum of 10 days AD-0019 Snack and Beverage IFB Page 17 of 34